EXHIBIT 10.1

                                                                  EXECUTION COPY



                          AGREEMENT AND PLAN OF MERGER


                                      among


                        MERISTAR HOTELS & RESORTS, INC.,


                            AMERICAN SKIING COMPANY,

                                       and

                              ASC MERGER SUB, INC.


                          Dated as of December 8, 2000



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                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

RECITALS.......................................................................1

ARTICLE I           THE MERGER.................................................2
         Section 1.1        The Merger.........................................2
         Section 1.2        Effective Time.....................................2
         Section 1.3        Closing............................................3
         Section 1.4        Effects of the Merger..............................3
         Section 1.5        The Certificate of Incorporation of the
                              Surviving Corporation............................3
         Section 1.6        The Certificate of Incorporation of ASC............3
         Section 1.7        The Bylaws of the Surviving Corporation............3
         Section 1.8        The Bylaws of ASC..................................3
         Section 1.9        Directors of Surviving Corporation.................4
         Section 1.10       Directors of ASC...................................4
         Section 1.11       Officers of Surviving Corporation..................4
         Section 1.12       Management of ASC..................................4

ARTICLE II          EFFECT OF THE MERGER ON CAPITAL STOCK;EXCHANGE OF
                              CERTIFICATES.....................................4
         Section 2.1        Conversion of Capital Stock........................4
         Section 2.2        Exchange of Certificates...........................5
         Section 2.3        No Appraisal Rights................................8
         Section 2.4        Adjustments to Prevent Dilution....................8
         Section 2.5        Withholding Rights.................................9
         Section 2.6        MeriStar Benefit Plans.............................9

ARTICLE III         REPRESENTATIONS AND WARRANTIES OF MERISTAR................10
         Section 3.1        Organization and Qualification; Subsidiaries......10
         Section 3.2        Certificate of Incorporation and Bylaws...........11
         Section 3.3        Capitalization....................................11
         Section 3.4        Authority.........................................12
         Section 3.5        No Conflicts......................................13
         Section 3.6        Required Filings and Consents.....................14
         Section 3.7        Permits; Compliance with Law......................15
         Section 3.8        SEC Filings; Financial Statements.................16
         Section 3.9        Absence of Certain Changes or Events..............17
         Section 3.10       Employee Benefit Plans; Labor Matters.............18
         Section 3.11       Tax Matters.......................................20
         Section 3.12       Contracts; Debt Instruments.......................20
         Section 3.13       Litigation........................................21
         Section 3.14       Environmental Matters.............................21
         Section 3.15       Intellectual Property.............................22

                                        i
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                                                                            Page
                                                                            ----

         Section 3.16       Taxes.............................................24
         Section 3.17       Non-Competition Agreements........................26
         Section 3.18       Agreements with Regulatory Agencies...............26
         Section 3.19       Rights Agreement..................................27
         Section 3.20       Opinion of Financial Advisor......................27
         Section 3.21       Brokers...........................................27
         Section 3.22       Certain Statutes..................................28
         Section 3.23       Information.......................................28
         Section 3.24       Vote Required.....................................28
         Section 3.25       Properties........................................28
         Section 3.26       No Payments to Employees, Officers or Directors...32
         Section 3.27       Potential Conflicts of Interest...................32
         Section 3.28       Registration Rights...............................32
         Section 3.29       Investment Company Act of 1940....................32

ARTICLE IV          REPRESENTATIONS AND WARRANTIESOF ASC AND MERGER SUB.......33
         Section 4.1        Organization and Qualification; Subsidiaries......33
         Section 4.2        Certificate of Incorporation and Bylaws...........34
         Section 4.3        Capitalization....................................34
         Section 4.4        Authority.........................................36
         Section 4.5        No Conflicts......................................37
         Section 4.6        Required Filings and Consents.....................38
         Section 4.7        Permits; Compliance with Law......................38
         Section 4.8        SEC Filings; Financial Statements.................39
         Section 4.9        Absence of Certain Changes or Events..............40
         Section 4.10       Employee Benefit Plans; Labor Matters.............41
         Section 4.11       Tax Matters.......................................44
         Section 4.12       Contracts; Debt Instruments.......................44
         Section 4.13       Litigation........................................45
         Section 4.14       Environmental Matters.............................45
         Section 4.15       Intellectual Property.............................46
         Section 4.16       Taxes.............................................47
         Section 4.17       Non-Competition Agreements........................49
         Section 4.18       Agreements with Regulatory Agencies...............49
         Section 4.19       Opinion of Financial Advisor......................50
         Section 4.20       Brokers...........................................50
         Section 4.21       Certain Statutes..................................50
         Section 4.22       Information.......................................50
         Section 4.23       Vote Required.....................................51
         Section 4.24       Interim Operations of Merger Sub..................51
         Section 4.25       Properties........................................51
         Section 4.26       Condominium Associations; Time Share Arrangements.55
         Section 4.27       No Payments to Employees, Officers or Directors...57
         Section 4.28       Potential Conflicts of Interest...................57
         Section 4.29       Registration Rights...............................57
         Section 4.30       Investment Company Act of 1940....................58

                                       ii
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                                                                            Page
                                                                            ----

ARTICLE V           COVENANTS.................................................58
         Section 5.1        Conduct of Business of MeriStar...................58
         Section 5.2        Conduct of Business of ASC........................61
         Section 5.3        Interim Transactions Committee....................63
         Section 5.4        Notification of Certain Matters...................64
         Section 5.5        Proxy Statement...................................64
         Section 5.6        Stockholders' Meetings............................66
         Section 5.7        Access to Information; Confidentiality............67
         Section 5.8        No Solicitation by MeriStar.......................68
         Section 5.9        No Solicitation by ASC............................70
         Section 5.10       Additional Covenants..............................71
         Section 5.11       Directors' and Officers' Indemnification and
                              Insurance.......................................74
         Section 5.12       Affiliates........................................75
         Section 5.13       Reasonable Best Efforts...........................75
         Section 5.14       Consents; Filings; Further Action.................76
         Section 5.15       Plan of Reorganization............................77
         Section 5.16       Public Announcements..............................77
         Section 5.17       Obligations of Merger Sub.........................78
         Section 5.18       Stock Exchange Listings and De-Listings...........78
         Section 5.19       Takeover Statutes.................................78
         Section 5.20       Dividends.........................................78

ARTICLE VI          CONDITIONS................................................78
         Section 6.1        Conditions to Each Party's Obligation to Effect
                              the Merger......................................78
         Section 6.2        Conditions to Obligations of ASC and Merger Sub...80
         Section 6.3        Conditions to Obligation of MeriStar..............81

ARTICLE VII         TERMINATION...............................................83
         Section 7.1        Termination.......................................83
         Section 7.2        Effect of Termination.............................85
         Section 7.3        Expenses and Fees Following Certain Termination
                              Events..........................................85

ARTICLE VIII        MISCELLANEOUS.............................................87
         Section 8.1        Certain Definitions...............................87
         Section 8.2        Survival.  .......................................88
         Section 8.3        Counterparts......................................89
         Section 8.4        GOVERNING LAW; WAIVER OF JURY TRIAL...............89
         Section 8.5        Notices...........................................89
         Section 8.6        Entire Agreement..................................91
         Section 8.7        No Third Party Beneficiaries......................91
         Section 8.8        Amendment.........................................91
         Section 8.9        Waiver............................................91
         Section 8.10       Obligations of ASC and of MeriStar. ..............91
         Section 8.11       Severability......................................92
         Section 8.12       Interpretation....................................92
         Section 8.13       Assignment........................................92
         Section 8.14       Specific Performance..............................92

                                       iii
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ANNEXES:

Annex A           Form of Amended and Restated ASC Certificate of Incorporation

Annex B           Form of Amended and Restated ASC Bylaws

Annex C           List of Certain Management Personnel of ASC after the
                  Effective Time

Annex D           Form of Rule 145 Affiliate Agreement

Annex E           Form of Registration Rights Agreement


                                       iv
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                             INDEX OF DEFINED TERMS

Term                                                                  Section
----                                                                  -------

1940 Act............................................................3.29
affiliate...........................................................8.1(a)
Agreement...........................................................Preamble
Amended OP Agreement................................................5.10(k)
ASC.................................................................Preamble
ASC Acquisition Proposal............................................5.9(a)
ASC Benefit Plans...................................................4.10(a)
ASC Class A Common Stock............................................4.3(a)
ASC Common Stock....................................................2.1(c)
ASC Credit Agreements...............................................4.12
ASC Disclosure Letter...............................................4.1(b)
ASC Filed SEC Reports...............................................4.9(a)
ASC Financial Advisor...............................................4.19
ASC Land Option.....................................................6.3(g)(ii)
ASC Leases..........................................................4.25(a)
ASC Notes...........................................................4.1(c)
ASC Notes Consent...................................................5.10(d)
ASC Notes Indenture.................................................4.1(c)
ASC Option Plan.....................................................4.3(b)
ASC Permits.........................................................4.7
ASC Proposals.......................................................4.5
ASC Regulatory Agreement............................................4.18
ASC SEC Reports.....................................................4.8(a)
ASC Senior Credit Facility..........................................4.1(g)
ASC Senior Credit Facility Amendment................................5.10(a)
ASC Series A Preferred Stock........................................4.3(a)
ASC Series B Preferred Stock........................................4.3(a)
ASC Shares..........................................................4.3(a)
ASC Stock Options...................................................4.3(b)
ASC Stockholders Meeting............................................5.5(a)
ASC Subordinated Loan Facility......................................4.12
ASC Subsidiaries....................................................4.1(a)
ASC Superior Proposal...............................................5.9(b)
ASC Voting/Recapitalization Agreement...............................Recital (b)
Blue Sky Laws.......................................................3.6
business day........................................................8.1(b)
Certificate.........................................................2.1(c)
Certificate of Merger...............................................1.2
Claims..............................................................3.13

                                        v
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Term                                                                  Section
----                                                                  -------

Closing.............................................................1.3
Closing Date........................................................1.3
Code................................................................Recital (c)
Confidentiality Agreement...........................................5.7(b)
Contracts...........................................................3.5(a)(iii)
control.............................................................8.1(a)
controlled by.......................................................8.1(a)
controlling.........................................................8.1(a)
Development Activities..............................................4.25(b)
Development Fees....................................................4.25(j)
DGCL................................................................Recital (a)
Effective Time......................................................1.2
Encumbrances........................................................3.25(a)
Environmental Laws..................................................3.14(a)
Environmental Permits...............................................3.14(a)
ERISA...............................................................3.10(a)(iii)
Exchange Act........................................................3.6
Exchange Agent......................................................2.2(a)
Exchange Fund.......................................................2.2(a)
Exchange Ratio .....................................................2.1(c)
Existing Stockholders' Agreement....................................5.10(e)
Expenses............................................................7.3(a)
GAAP................................................................3.8(b)
Governmental Entity.................................................3.6
group...............................................................8.1(g)
HSR Act.............................................................3.6
Improvements........................................................4.25(d)
including...........................................................8.1(c)
Indemnified Parties.................................................5.11(a)
Intellectual Property...............................................3.15(a)(ii)
Interim Transactions Committee......................................5.3
Intervals...........................................................4.26(a)
IP Licenses.........................................................3.15(a)(ii)
knowledge...........................................................8.1(d)
Law.................................................................3.5(a)(ii)
Leased Real Property................................................4.25(a)
Liens...............................................................3.3(c)
Managing Entity.....................................................4.26(j)
Material Adverse Effect on MeriStar.................................8.1(e)
Material Adverse Effect on ASC......................................8.1(f)

                                       vi
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Term                                                                  Section
----                                                                  -------

Merger..............................................................Recital (a)
Merger Consideration................................................2.1(c)
Merger Sub..........................................................Preamble
MeriStar............................................................Preamble
MeriStar Acquisition Proposal.......................................5.8(a)
MeriStar Benefit Plans..............................................3.10(a)
MeriStar Common Stock...............................................2.1(c)
MeriStar Disclosure Letter..........................................3.1(b)
MeriStar Filed SEC Reports .........................................3.9(a)
MeriStar Financial Advisor..........................................3.20
MeriStar Franchise Agreements.......................................3.25(f)
MeriStar Leases.....................................................3.25(e)
MeriStar OP Amendment...............................................5.10(k)
MeriStar Option Plans...............................................3.3(b)
MeriStar Ordinary Course Leases.....................................3.25(d)
MeriStar Permits....................................................3.7
MeriStar Preferred Stock............................................3.3(a)
MeriStar Properties.................................................3.25(a)
MeriStar Proposals..................................................3.4
MeriStar Regulatory Agreement.......................................3.18
MeriStar-REIT Agreement Amendments .................................5.10(f)
MeriStar Rights Agreement...........................................2.1(b)
MeriStar SEC Reports................................................3.8(a)
MeriStar Senior Management Options..................................2.6(b)
MeriStar Senior Secured Credit Facility.............................5.10(b)
MeriStar Senior Management Option Vesting Waiver....................5.10(j)
MeriStar Series A Preferred Stock...................................2.1(b)
MeriStar Shareholder Rights.........................................2.1(b)
MeriStar Stock Options..............................................3.3(b)
MeriStar Stockholders Meeting.......................................5.5(a)
MeriStar Space Leases...............................................3.25(g)
MeriStar Space Tenant...............................................3.25(g)
MeriStar Subsidiaries ..............................................3.1(a)
MeriStar Superior Proposal..........................................5.8(b)
New ASC Series A Preferred Stock....................................Recital (b)
New ASC Senior Credit Facility......................................5.10(a)
NYSE................................................................2.2(f)
OCP.................................................................5.10(l)(i)
OP Units............................................................3.3(a)
Owned Real Property.................................................4.25(a)

                                       vii

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Term                                                                  Section
----                                                                  -------

person..............................................................8.1(g)
Principal ASC Stockholders..........................................Recital (b)
Principal MeriStar Stockholders.....................................Recital (b)
Project Plans.......................................................4.25(h)
Proposed Intellectual Property Agreements...........................3.15(a)(iii)
Prospective Purchasers..............................................4.26(b)
Proxy Materials.....................................................5.5(a)
Proxy Statement.....................................................5.5(a)
Real Property.......................................................4.25(d)
Registration Rights Agreement.......................................5.10(q)
Registration Statement..............................................5.5(a)
Registration Statement Effective Date...............................5.5(a)
REIT................................................................6.2(i)
Representatives.....................................................5.7(a)
Requisite MeriStar Vote.............................................3.4(a)
Requisite ASC Vote..................................................4.4(a)
Resort Properties...................................................4.12
Resorts Credit Facility.............................................4.12
Resorts Credit Facility Amendment...................................5.10(c)
Resorts Credit Facility Conversion..................................5.10(c)
Rule 145 Affiliate Agreement........................................5.12
Rule 145 Affiliates.................................................5.12
SEC.................................................................3.8(a)
Securities Act......................................................3.6
Software............................................................3.15(a)(ii)
Space Leases........................................................4.25(e)
Space Tenant........................................................4.25(e)
Sub Common Stock....................................................4.3(d)
subsidiary..........................................................8.1(h)
subsidiaries........................................................8.1(h)
Subsidies...........................................................4.26(j)
Surviving Corporation...............................................1.1(a)
Takeover Statute....................................................3.22
Taxes...............................................................3.16(a)
Tax Returns.........................................................3.16(a)
Technology..........................................................3.15(a)(ii)
Terminating MeriStar Breach.........................................7.1(e)
Terminating ASC Breach..............................................7.1(f)
Textron Facility....................................................4.12
under common control with...........................................8.1(a)

                                      viii
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Term                                                                  Section
----                                                                  -------

Units...............................................................4.26(a)
U.S. Forest Service Permits.........................................4.25(c)
U.S. Forest Service Properties......................................4.25(c)
Warrants............................................................5.10(l)(i)
Warrant Purchase Agreement..........................................5.10(l)(i)


                                       ix
<PAGE>

                          AGREEMENT AND PLAN OF MERGER


                  AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of
December 8, 2000, among MERISTAR HOTELS & RESORTS, INC., a Delaware corporation
("MeriStar"), AMERICAN SKIING COMPANY, a Delaware corporation ("ASC") and ASC
MERGER SUB, INC., a Delaware corporation and a wholly-owned subsidiary of ASC
("Merger Sub").


                                    RECITALS

                  (a) The respective Boards of Directors of Merger Sub, MeriStar
and ASC have each determined that the merger of Merger Sub with and into
MeriStar on the terms and subject to the conditions set forth on this Agreement,
with MeriStar surviving as a wholly-owned subsidiary of ASC (the "Merger"), is
advisable and that it is in the best interest of their respective corporations
and stockholders to combine the respective businesses of ASC and MeriStar, and
consequently have approved and adopted the Merger and this Agreement, in
accordance with the General Corporation Law of the State of Delaware (the
"DGCL"). The Board of Directors of ASC is acting upon the recommendation of its
Special Committee.

                  (b) Concurrently with the execution of this Agreement, as a
condition to the willingness of MeriStar to enter into this Agreement, (i)
certain holders of ASC Shares (the "Principal ASC Stockholders") are entering
into a Voting and Recapitalization Agreement, dated the date hereof, with ASC
and MeriStar (the "ASC Voting/Recapitalization Agreement") which provides, among
other things, that (A) each Principal ASC Stockholder will vote his or its
shares of ASC Common Stock, ASC Class A Common Stock or ASC Preferred Stock, as
the case may be, in favor of approval and adoption of this Agreement and the
Merger at the ASC Stockholders Meeting, (B) as part of a recapitalization of
ASC, (x) the shares of ASC Class A Common Stock and the shares of ASC Series B
Preferred Stock will be converted into ASC Common Stock and (y) the shares of
ASC Series A Preferred Stock will be converted into shares of ASC Common Stock
and shares of a new series of preferred stock of ASC, to be designated Series A
Preferred Stock, par value $0.01 per share, with terms substantially as set
forth in Exhibit B to the ASC Voting and Recapitalization Agreement (the "New
ASC Series A Preferred Stock"); (ii) certain holders of MeriStar Common Stock
(the "Principal MeriStar Stockholders") are entering into a Voting Agreement,
dated the date hereof, with ASC and MeriStar (the "MeriStar Voting Agreement")
which provides, among other things, that each Principal MeriStar Stockholder
will vote his or its shares of MeriStar Common Stock in favor of approval and

<PAGE>

adoption of this Agreement and the Merger at the MeriStar Stockholders Meeting;
and (iii) each Principal MeriStar Stockholder has delivered to ASC an
irrevocable proxy to vote his or her shares of MeriStar Common Stock as
described in clause (ii) of this Recital (b).

                  (c) For federal income tax purposes it is intended that the
Merger shall qualify as a reorganization under the provisions of Section 368(a)
of the Internal Revenue Code of 1986, as amended (the "Code"), and the rules and
regulations promulgated under the Code.

                  (d) Certain terms used in this Agreement have the meanings
specified in Section 8.1.

                  NOW, THEREFORE, in consideration of the mutual
representations, warranties and agreements contained herein, and for other good
and valuable consideration the receipt and sufficiency of which are hereby
acknowledged, the parties to this Agreement, intending to be legally bound by
this Agreement, agree as follows:


                                    ARTICLE I

                                   THE MERGER

                  Section 1.1 The Merger.

                  (a) Upon the terms and subject to the conditions set forth in
this Agreement, at the Effective Time, in accordance with the DGCL, Merger Sub
shall be merged with and into MeriStar in accordance with this Agreement, and
the separate corporate existence of Merger Sub shall cease. MeriStar shall be
the surviving corporation in the Merger (sometimes referred to as the "Surviving
Corporation") and shall continue to be governed by the laws of the State of
Delaware, and the separate corporate existence of MeriStar with all its rights,
privileges, immunities, powers and franchises shall continue unaffected by the
Merger.

                  (b) At the election of ASC, any direct wholly-owned ASC
Subsidiary may be substituted for Merger Sub as a constituent corporation in the
Merger. In such event, the parties agree to execute an appropriate amendment to
this Agreement in order to reflect such substitution.

                  Section 1.2 Effective Time. As soon as practicable following
the Closing, MeriStar and ASC shall cause a Certificate of Merger (the
"Certificate of Merger") to be signed, acknowledged and delivered for filing
with the Secretary of State of the State of Delaware as provided in Section 251
of the DGCL. The Merger shall become effective at the time when the Certificate
of Merger has been duly filed with the Secretary of State of the State of
Delaware or such other subsequent date or time as is agreed upon by the parties
and set forth in the Certificate of Merger and in accordance with the DGCL (the
"Effective Time").

                                        2

<PAGE>

                  Section 1.3 Closing. Subject to the satisfaction or waiver of
all of the conditions to closing contained in Article VI hereof, the closing of
the Merger (the "Closing") shall take place (a) at the offices of Paul, Weiss,
Rifkind, Wharton & Garrison, New York, New York at 10:00 A.M. on the fifth
business day after the day on which the last to be fulfilled or waived of such
conditions (other than those conditions that by their nature are to be satisfied
at the Closing, but subject to the fulfillment or waiver of those conditions) is
satisfied or waived in accordance with this Agreement or (b) at such other place
and time or on such other date as MeriStar and ASC may agree in writing (the
"Closing Date").

                  Section 1.4 Effects of the Merger. The Merger shall have the
effects set forth in the DGCL, including Section 259 of the DGCL. Without
limiting the generality of the foregoing, and subject thereto, at the Effective
Time, all the properties, rights, privileges, powers and franchises of MeriStar
and Merger Sub shall vest in the Surviving Corporation, and all debts,
liabilities and duties of MeriStar and Merger Sub shall become the debts,
liabilities and duties of the Surviving Corporation.

                  Section 1.5 The Certificate of Incorporation of the Surviving
Corporation. The certificate of incorporation of MeriStar in effect immediately
prior to the Effective Time shall, from and after the Effective Time, be the
certificate of incorporation of the Surviving Corporation until duly amended as
provided therein or by applicable law; provided, however, that, at the Effective
Time, Article I of the Certificate of Incorporation of the Surviving Corporation
shall be amended to read as follows: "The name of the Corporation is Doral
Management Co., Inc."

                  Section 1.6 The Certificate of Incorporation of ASC. The
certificate of incorporation of ASC shall be amended and restated as of the
Effective Time, substantially in the form attached to this Agreement as Annex A.

                  Section 1.7 The Bylaws of the Surviving Corporation. The
by-laws of Merger Sub in effect immediately prior to the Effective Time shall,
from and after the Effective Time, be the bylaws of the Surviving Corporation
until duly amended as provided therein or by applicable law.

                  Section 1.8 The Bylaws of ASC. The by-laws of ASC shall be
amended and restated as of the Effective Time, substantially in the form
attached to this Agreement as Annex B.

                                        3

<PAGE>

                  Section 1.9 Directors of Surviving Corporation. The directors
of Merger Sub at the Effective Time shall, from and after the Effective Time, be
the directors of the Surviving Corporation until their successors have been duly
elected or appointed and qualified or until their earlier death, resignation or
removal in accordance with the Certificate of Incorporation and bylaws of the
Surviving Corporation.

                  Section 1.10 Directors of ASC. The directors appointed in
accordance with the ASC Voting/Recapitalization Agreement shall, from and after
the Effective Time, be the directors of ASC until their successors have been
duly elected or appointed and qualified or until their earlier death,
resignation or removal in accordance with the Certificate of Incorporation and
bylaws of ASC.

                  Section 1.11 Officers of Surviving Corporation. The officers
of MeriStar at the Effective Time shall, from and after the Effective Time, be
the officers of the Surviving Corporation until their successors have been duly
elected or appointed and qualified or until their earlier death, resignation or
removal in accordance with the certificate of incorporation and bylaws of the
Surviving Corporation.

                  Section 1.12 Management of ASC. The persons specified on Annex
C to this Agreement shall, from and after the Effective Time, fill the positions
specified on Annex C until their successors have been duly elected or appointed
and qualified or until their earlier death, resignation or removal in accordance
with the certificate of incorporation and bylaws of ASC.


                                   ARTICLE II

                     EFFECT OF THE MERGER ON CAPITAL STOCK;
                            EXCHANGE OF CERTIFICATES

                  Section 2.1 Conversion of Capital Stock. At the Effective
Time, by virtue of the Merger and without any action on the part of Merger Sub,
MeriStar or the holders of the following securities:

                  (a) Capital Stock of Merger Sub. Each share of common stock,
par value $0.01 per share, of Merger Sub issued and outstanding immediately
prior to the Effective Time shall be converted into and become one validly
issued, fully paid and nonassessable share of common stock, par value $0.01 per
share, of the Surviving Corporation.

                                        4

<PAGE>

                  (b) Cancellation of Treasury Stock and ASC-Owned Stock. All
shares of MeriStar Common Stock that are owned by MeriStar as treasury stock or
by ASC, Merger Sub or any ASC Subsidiary or any MeriStar Subsidiary issued and
outstanding immediately prior to the Effective Time shall, by virtue of the
Merger and without any action on the part of the holder of any such shares, no
longer be outstanding, shall be canceled and retired without payment of any
consideration therefor and shall cease to exist. All rights ("MeriStar
Shareholder Rights") to purchase the Series A Junior Participating Preferred
Stock, par value $0.01 per share (the "MeriStar Series A Preferred Stock"), of
MeriStar under the Preferred Share Purchase Rights Agreement, dated as of July
23, 1998 and amended on December 8, 2000, between MeriStar and Continental Stock
Transfer & Trust Company (as so amended, the "MeriStar Rights Agreement") that
are owned by MeriStar, ASC, Merger Sub, any ASC Subsidiary or any MeriStar
Subsidiary issued and outstanding immediately prior to the Effective Time shall,
by virtue of the Merger and without any action on the part of the holder of any
such shares, no longer be outstanding, be canceled and retired without payment
of any consideration therefor and cease to exist.

                  (c) Exchange Ratio. Each share of the common stock, par value
$0.01 per share, of MeriStar (the "MeriStar Common Stock"), together with the
associated MeriStar Shareholder Right, shall be converted into the right to
receive 1.88 shares (the "Exchange Ratio") of common stock, par value $0.01 per
share, of ASC ("ASC Common Stock"), subject to adjustment as provided in Section
2.4 and subject to cash in lieu of fractional shares of ASC Common Stock, if
any, pursuant to Section 2.2(f) (collectively, the "Merger Consideration"). At
the Effective Time, all MeriStar Common Stock and MeriStar Shareholder Rights
shall no longer be outstanding, shall be canceled and retired and shall cease to
exist, and each certificate (a "Certificate") formerly representing any MeriStar
Common Stock and MeriStar Shareholder Rights (other than shares of MeriStar
Common Stock and MeriStar Shareholder Rights owned by MeriStar or by ASC, Merger
Sub, any ASC Subsidiary or any MeriStar Subsidiary) shall thereafter represent
only the right to receive the Merger Consideration and any distribution or
dividend under Section 2.2(c) in each case without interest.

                  Section 2.2 Exchange of Certificates.

                  (a) Exchange Agent. As of the Effective Time, ASC shall
deposit with the transfer agent for shares of ASC Common Stock, or with such
other bank or trust company designated by ASC prior to the Effective Time and
reasonably acceptable to MeriStar (the "Exchange Agent"), for the benefit of the
holders of Certificates, for exchange in accordance with this Article II,
through the Exchange Agent, certificates representing the number of shares of
ASC Common Stock (such shares of ASC Common Stock, together with any dividends
or distributions with respect thereto to which the holders of Certificates may
be entitled pursuant to Section 2.2(c) being hereinafter referred to as the
"Exchange Fund") issuable pursuant to Section 2.1(c) in exchange for outstanding
shares of MeriStar Common Stock.

                                        5
<PAGE>

                  (b) Exchange Procedures. Promptly after the Effective Time,
the Surviving Corporation shall cause the Exchange Agent to mail to each holder
of record of a Certificate (other than MeriStar, ASC, Merger Sub, any ASC
Subsidiary or any MeriStar Subsidiary) (i) a letter of transmittal specifying
that delivery shall be effected, and that risk of loss and title to the
Certificates shall pass, only upon delivery of the Certificates (or affidavits
of loss in lieu of Certificates) to the Exchange Agent, in a form and with other
customary provisions reasonably specified by ASC, and (ii) instructions for
surrendering the Certificates in exchange for (A) certificates representing
shares of ASC Common Stock, (B) cash in lieu of fractional shares and (C) any
unpaid dividends and other distributions. Upon surrender of a Certificate for
cancellation to the Exchange Agent together with such letter of transmittal,
duly executed, the holder of that Certificate shall be entitled to receive in
exchange (1) a certificate representing that number of whole shares of ASC
Common Stock that the holder is entitled to receive under this Article II, (2) a
check in the amount (after giving effect to any required tax withholding) of (x)
any cash in lieu of fractional shares plus (y) any unpaid dividends (other than
stock dividends) and any other dividends or other distributions that such holder
has the right to receive under the provisions of this Article II, and the
Certificate so surrendered shall immediately be canceled. No interest will be
paid or accrued on any amount payable upon due surrender of the Certificates. In
the event of a transfer of ownership of MeriStar Common Stock that is not
registered in the transfer records of MeriStar, a certificate representing the
proper number of shares of ASC Common Stock, together with a check for any cash
to be paid upon the surrender of the Certificate and any other dividends or
distributions in respect of those shares, may be issued or paid to such a
transferee if the Certificate formerly representing such MeriStar Common Stock
is presented to the Exchange Agent, accompanied by all documents required to
evidence and effect the transfer and to evidence that any applicable stock
transfer taxes have been paid. If any certificate for shares of ASC Common Stock
is to be issued in a name other than that in which the surrendered Certificate
is registered, it shall be a condition of such exchange that the person
requesting such exchange shall pay any transfer or other taxes required by
reason of the issuance of certificates for shares of ASC Common Stock in a name
other than that of the registered holder of the surrendered Certificate, or
shall establish to the satisfaction of ASC or the Exchange Agent that such tax
has been paid or is not applicable.

                  (c) Distributions with Respect to Unexchanged MeriStar Common
Stock. Whenever a dividend or other distribution is declared by ASC in respect
of ASC Common Stock and the record date for that dividend or other distribution
is at or after the Effective Time, that declaration shall include dividends or
other distributions in respect of all shares issuable under this Agreement. No
dividends or other distributions in respect of ASC Common Stock shall be paid to
any holder of any unsurrendered Certificate until that Certificate is
surrendered for exchange in accordance with this Article II. Subject to the
effect of applicable laws, following surrender of any such Certificate, there
shall be issued or paid to the holder of the certificates representing whole
shares of ASC Common Stock issued in exchange therefor, without interest, (i) at
the time of such surrender, the dividends or other distributions with a record
date after the Effective Time and a payment date on or prior to the date of
issuance of such whole shares of ASC Common Stock and not previously paid, and
(ii) at the appropriate payment date, the dividends or other distributions
payable with respect to such whole shares of ASC Common Stock with a record date
after the Effective Time but with a payment date subsequent to surrender. For
purposes of dividends or other distributions in respect of shares of ASC Common
Stock, all shares of ASC Common Stock to be issued pursuant to the Merger shall
be deemed issued and outstanding as of the Effective Time.

                                        6
<PAGE>

                  (d) No Further Ownership Rights in MeriStar Common Stock. Each
Certificate shall be deemed at any time after the Effective Time to represent
only the right to receive the certificate representing shares of ASC Common
Stock and cash in lieu of any fractional shares of ASC Common Stock, as
contemplated by this Section 2.2. All shares of ASC Common Stock, together with
any cash paid under Section 2.2(c) or Section 2.2(f) issued upon the surrender
for or exchange of Certificates in accordance with the terms of this Agreement,
shall be deemed to have been issued in full satisfaction of all rights
pertaining to the shares of MeriStar Common Stock and associated MeriStar
Shareholder Rights formerly represented by such Certificates.

                  (e) No Further Transfers. After the Effective Time, the stock
transfer books of MeriStar shall be closed and there shall be no further
registration of transfers on the records of MeriStar of the shares of MeriStar
Common Stock that were outstanding immediately prior to the Effective Time.

                  (f) Fractional Shares. No certificates or scrip representing
fractional shares of ASC Common Stock shall be issued upon the surrender for
exchange of Certificates, and such fractional share interest shall not entitle
its owner to vote, to receive dividends or to any other rights of a stockholder
of ASC. Each holder of a fractional share interest shall be paid an amount in
cash equal to the product obtained by multiplying (A) the fractional share
interest to which such holder would otherwise be entitled (after taking into
account all shares of MeriStar Common Stock held at the Effective Time by such
holder) by (B) the closing price for a share of ASC Common Stock as reported on
the New York Stock Exchange (the "NYSE") Composite Tape as reported by the Dow
Jones News Services on the first trading day immediately preceding the date on
which the Effective Time occurs. As promptly as practicable after the
determination of the amount of cash, if any, to be paid to the holders of
fractional share interests, the Exchange Agent shall so notify ASC, and ASC
shall deposit such amounts with the Exchange Agent and cause the Exchange Agent
to forward payments to such holders in accordance with Section 2.2(b) and (c).

                                        7
<PAGE>

                  (g) Termination of Exchange Fund. Any shares of ASC Common
Stock and any portion of the Exchange Fund or of dividends or other
distributions with respect to ASC Common Stock deposited by ASC with the
Exchange Agent (including the proceeds of any investments of those funds) that
remains unclaimed by the stockholders of MeriStar 180 days after the Effective
Time shall be paid to ASC. Any former stockholders of MeriStar who have not
theretofore complied with this Article II shall thereafter look only to ASC for
payment of their Merger Consideration and any dividends and other distributions
issuable or payable pursuant to Section 2.2(c) upon due surrender of their
Certificates (or affidavits of loss in lieu of Certificates), in each case,
without any interest. Notwithstanding the foregoing, none of ASC, the Surviving
Corporation, the Exchange Agent or any other person shall be liable to any
former holder of shares of MeriStar Common Stock for any amount properly
delivered to a public official under applicable abandoned property, escheat or
similar laws. If any Certificates shall not have been surrendered prior to five
years after the Effective Time (or immediately prior to such earlier date on
which any Merger Consideration in respect of such Certificate would otherwise
escheat to or become the property of any Governmental Entity), any amounts
payable in respect of such Certificate shall, to the extent permitted by
applicable law, become the property of ASC, free and clear of all claims or
interests of any person previously entitled to those amounts.

                  (h) Lost Certificates. In the event any Certificate shall have
been lost, stolen or destroyed, upon the making of an affidavit of that fact by
the person claiming such Certificate to be lost, stolen or destroyed and the
posting by such person of a bond in the form customarily required by ASC as
indemnity against any claim that may be made against it with respect to such
Certificate, the Exchange Agent shall issue in exchange for such lost, stolen or
destroyed Certificate the shares of ASC Common Stock, any unpaid dividends or
other distributions and any cash payment in lieu of a fractional share in
respect of that Certificate issuable or payable under this Article II upon due
surrender thereof and deliverable in respect of the shares of MeriStar Common
Stock and associated MeriStar Shareholder Rights represented by such Certificate
under this Agreement, in each case, without interest.

                  Section II.3 No Appraisal Rights. In accordance with Section
262(b)(1) of the DGCL, no appraisal rights shall be available to holders of
shares of MeriStar Common Stock in connection with the Merger.

                  Section 2.4 Adjustments to Prevent Dilution. In the event that
prior to the Effective Time there is a change in the number of shares of
MeriStar Common Stock or shares of ASC Common Stock or securities convertible or
exchangeable into or exercisable for shares of MeriStar Common Stock or shares
of ASC Common Stock issued and outstanding as a result of a distribution,
reclassification, stock split (including a reverse stock split), stock dividend
or distribution or other similar transaction (other than as contemplated by this

                                        8
<PAGE>

Agreement), the Exchange Ratio shall be equitably adjusted to eliminate the
effects of that event.

                  Section 2.5 Withholding Rights. Each of the Surviving
Corporation and ASC shall be entitled to deduct and withhold from any amounts
otherwise payable pursuant to this Agreement to any holder of a Certificate such
amounts as it is required to deduct and withhold with respect to the making of
such payment under the Code, or any provisions of Law. To the extent that
amounts are so withheld by the Surviving Corporation or ASC, as the case may be,
such withheld amounts shall be treated for purposes of this Agreement as having
been paid to the holder of a Certificate in respect to which such deduction and
withholding was made by the Surviving Corporation or ASC, as the case may be.

                  Section 2.6 MeriStar Benefit Plans.

                  (a) Each MeriStar Stock Option granted under the MeriStar
Option Plans that is outstanding (whether or not then exercisable) as of
immediately prior to the Effective Time (other than the MeriStar Senior
Management Options) and that has not been exercised or canceled prior thereto,
shall, to the extent provided in such MeriStar Option Plans, at the Effective
Time, vest immediately and be converted into a vested option to purchase 1.88
shares of ASC Common Stock for each share of MeriStar Common Stock purchasable
under such MeriStar Stock Option, at an exercise price per share of ASC Common
Stock equal to (x) the exercise price per share of MeriStar Common Stock under
such MeriStar Stock Option divided by (y) 1.88, which option shall be issued
under a new ASC stock option plan to be adopted at the Effective Time (whose
terms shall be substantially the same as those of the MeriStar Option Plan under
which such MeriStar Stock Option was issued) and evidenced by option agreements
as provided in such new plan.

                  (b) Each MeriStar Stock Option described in Section 2.6(b) of
the MeriStar Disclosure Letter (the "MeriStar Senior Management Options") shall
be converted into an option to purchase 1.88 shares of ASC Common Stock for each
share of MeriStar Common Stock purchasable under such MeriStar Stock Option, at
an exercise price per share of ASC Common Stock equal to (x) the exercise price
per share of MeriStar Common Stock under such MeriStar Stock Option divided by
(y) 1.88, which option shall (i) be issued under a new ASC stock option plan to
be adopted at the Effective Time (whose terms shall be substantially the same as
those of the MeriStar Option Plan under which such MeriStar Stock Option was
issued), (ii) be evidenced by option agreements as provided in such new plan and
(iii) vest on the date such MeriStar Stock Option would have vested under the
relevant MeriStar Option Plan had the Merger not occurred.

                                        9
<PAGE>

                  (c) Each ASC Stock Option granted under the ASC Option Plan
that is outstanding (whether or not then exercisable) as of immediately prior to
the Effective Time and that has not been exercised or canceled prior thereto,
shall, at the Effective Time, survive the Merger and continue to have, and be
subject to, the same terms and conditions as set forth in the ASC Option Plan
and all relevant option agreements (as in effect immediately prior to the
Effective Time) pursuant to which the ASC Options were granted.

                  (d) As of the Effective Time, ASC shall adopt an employee
stock purchase plan whose scope, eligibility requirements and other terms are
substantially the same as those of the MeriStar Employee Stock Purchase Plan.


                                   ARTICLE III

                   REPRESENTATIONS AND WARRANTIES OF MERISTAR

         MeriStar represents and warrants to ASC and Merger Sub that:

                  Section 3.1 Organization and Qualification; Subsidiaries.

                  (a) Each of MeriStar and each subsidiary of MeriStar
(collectively, the "MeriStar Subsidiaries") (i) has been duly organized and is
validly existing and in good standing under the laws of the jurisdiction of its
incorporation or organization, as the case may be, (ii) has the requisite power
and authority and all necessary governmental approvals to own, lease and operate
its properties and to carry on its business as it is now being conducted and
(iii) is duly qualified or licensed to do business, and is in good standing, in
each jurisdiction where the character of the properties owned, leased or
operated by it or the nature of its business makes such qualification or
licensing necessary, except for such failures to have such governmental
approvals or to be so qualified or licensed and in good standing that,
individually or in the aggregate, have not resulted and could not reasonably be
expected to result in a Material Adverse Effect on MeriStar.

                  (b) Section 3.1(b) of the disclosure letter prepared by
MeriStar, dated the date hereof and delivered by MeriStar to ASC (the "MeriStar
Disclosure Letter") sets forth a complete and correct list of all of the
MeriStar Subsidiaries (other than the MeriStar Subsidiaries formed for the
purpose of holding liquor licenses), their jurisdiction of organization and the
ownership or other interest therein of MeriStar and of each other MeriStar
Subsidiary. Except for the MeriStar Subsidiaries formed for the purpose of
holding liquor licenses, and except as set forth in Section 3.1(b) of the

                                       10
<PAGE>

MeriStar Disclosure Letter, neither MeriStar nor any MeriStar Subsidiary holds
any interest in any person other than the MeriStar Subsidiaries so listed.

                  Section 3.2 Certificate of Incorporation and Bylaws. The
copies of MeriStar's certificate of incorporation and by-laws, each as amended
through the date of this Agreement that are filed as exhibits to MeriStar's
annual report on Form 10-K for the year ended December 31, 1999 are complete and
correct copies of those documents. Such certificate of incorporation and bylaws
and all comparable organizational documents of the MeriStar Subsidiaries are in
full force and effect. MeriStar is not in violation of any of the provisions of
such certificate of incorporation or bylaws.

                  Section 3.3 Capitalization.

                  (a) The authorized capital stock of MeriStar consists of (i)
100,000,000 shares of MeriStar Common Stock and (ii) 10,000,000 shares of
Preferred Stock, par value $0.01 per share (the "MeriStar Preferred Stock"), of
which 500,000 shares have been designated as MeriStar Series A Preferred Stock.
As of November 30, 2000, (i) 35,950,125 shares of MeriStar Common Stock were
issued and outstanding (except for approximately 141,333 shares to be issued
under the MeriStar Employee Stock Purchase Plan), all of which were validly
issued and are fully paid, nonassessable and not subject to preemptive rights,
(ii) no shares of MeriStar Common Stock were held in the treasury of MeriStar or
by the MeriStar Subsidiaries; (iii) 3,740,825 shares of MeriStar Common Stock
were reserved for issuance upon exercise of outstanding MeriStar Stock Options;
(iv) 3,304,480 shares of MeriStar Common Stock were reserved for issuance upon
the redemption of units ("OP Units") of limited partnership interest in MeriStar
H&R Operating Company, L.P.; and (v) no shares of MeriStar Preferred Stock were
issued or outstanding. Except as set forth above, as of November 30, 2000, no
shares of capital stock or other voting securities of MeriStar were issued,
reserved for issuance or outstanding and, since such date, no shares of capital
stock or other voting securities or options in respect thereof have been issued
except upon the exercise of MeriStar Stock Options or redemption of OP Units
outstanding on such date.

                  (b) As of November 30, 2000, an aggregate of 3,740,825 options
to purchase shares of MeriStar Common Stock ("MeriStar Stock Options") have been
granted by MeriStar and are outstanding under the MeriStar Incentive Plan and
the MeriStar Non-Employee Directors' Incentive Plan (collectively, the "MeriStar
Option Plans"). Except as set forth in Section 3.3(a) and except for (i)
MeriStar Stock Options to purchase an aggregate of 3,740,825 shares of MeriStar
Common Stock outstanding or available for grant under the MeriStar Option Plans,
(ii) the MeriStar Shareholder Rights and (iii) agreements or arrangements set
forth in Section 3.3(b) of the MeriStar Disclosure Letter, there are no options,
warrants, calls, conversion rights, stock appreciation rights, redemption
rights, repurchase rights or other rights, agreements, arrangements or
commitments of any character to which MeriStar or any MeriStar Subsidiary is a
party or by which MeriStar or any MeriStar Subsidiary is bound relating to the
issued or unissued capital stock of MeriStar or any MeriStar

                                       11
<PAGE>

Subsidiary or obligating MeriStar or any MeriStar Subsidiary to issue or sell
any shares of capital stock of, other equity interests in, or securities
exchangeable for or convertible into capital stock or other equity interests in,
MeriStar or any MeriStar Subsidiary. Section 3.3(b) of the MeriStar Disclosure
Letter accurately and completely sets forth, as of the date of this Agreement,
(x) the persons to whom MeriStar Stock Options have been granted, (y) the
exercise price for MeriStar Stock Options held by each such person and (z)
whether such MeriStar Stock Options are subject to vesting and, if subject to
vesting, the dates on which each of those MeriStar Stock Options vest.

                  (c) All shares of MeriStar Common Stock issued are and all
shares of MeriStar Common Stock subject to issuance will be, upon issuance prior
to the Effective Time on the terms and conditions specified in the instruments
under which they are issuable, duly authorized, validly issued, fully paid,
nonassessable and will not be subject to preemptive rights. Except as set forth
in Section 3.3(c) of the MeriStar Disclosure Letter, (i) there are no
outstanding contractual obligations of MeriStar or any MeriStar Subsidiary to
repurchase, redeem or otherwise acquire any shares of MeriStar Common Stock or
any capital stock of any MeriStar Subsidiary; (ii) each outstanding share of
capital stock of each MeriStar Subsidiary is duly authorized, validly issued,
fully paid, nonassessable and not subject to preemptive rights and each such
share owned by MeriStar or a MeriStar Subsidiary is free and clear of all
security interests, liens, claims, pledges, options, rights of first refusal,
agreements, limitations on the relevant owner's voting rights, charges and other
encumbrances of any nature whatsoever (collectively, "Liens"); and (iii) except
in connection with contracts set forth in Section 3.3(c) of the MeriStar
Disclosure Letter, there are no outstanding material contractual obligations of
MeriStar or any MeriStar Subsidiary to provide funds to, or make any investment
(in the form of a loan, capital contribution or otherwise) in, any MeriStar
Subsidiary that is not wholly owned by MeriStar or in any other person.

                  (d) There are no accrued and unpaid dividends in respect of
the MeriStar Common Stock.

                  Section 3.4 Authority.

                  (a) MeriStar has all necessary corporate power and authority
to execute and deliver this Agreement and, subject only to the adoption and
approval of this Agreement and the approval of the transactions contemplated
hereby (the "MeriStar Proposals") (i) by the affirmative vote of a majority of
the outstanding shares of MeriStar Common Stock and (ii) by the affirmative vote
of a majority of the votes cast by the holders of MeriStar Common Stock who are
not parties to the MeriStar Voting Agreement or affiliates thereof (the
affirmative votes described in clauses (i) and (ii), collectively, the
"Requisite MeriStar Vote"), to perform its obligations under this Agreement and
to consummate the Merger and the other transactions contemplated by this
Agreement to be consummated by MeriStar. The execution and delivery of this

                                       12
<PAGE>

Agreement by MeriStar and the consummation by MeriStar of such transactions have
been duly and validly authorized by all necessary corporate action and no other
corporate proceedings on the part of MeriStar or any MeriStar Subsidiary are
necessary to authorize this Agreement or to consummate such transactions, other
than, the adoption and approval of the MeriStar Proposals by the Requisite
MeriStar Vote. This Agreement has been duly authorized and validly executed and
delivered by MeriStar and constitutes a legal, valid and binding obligation of
MeriStar, enforceable against MeriStar in accordance with its terms.

                  (b) The Board of Directors of MeriStar (i) has unanimously
adopted the plan of merger set forth in this Agreement and approved this
Agreement and the other transactions contemplated by this Agreement and (ii) has
declared that the Merger and this Agreement and the other transactions
contemplated by this Agreement are advisable and in the best interests of
MeriStar and the holders of MeriStar Common Stock.

                  Section 3.5 No Conflicts.

                  (a) Except as set forth in Section 3.5(a) of the MeriStar
Disclosure Letter, the execution and delivery of this Agreement by MeriStar do
not, and the performance of this Agreement by MeriStar will not:

                  (i)  conflict  with or violate  any  provision  of  MeriStar's
         certificate of incorporation or bylaws or any comparable organizational
         documents of any MeriStar Subsidiary;

                  (ii) assuming that all consents, approvals, authorizations and
         other  actions  set forth in  Section  3.6 have been  obtained  and all
         filings,  applications  and  obligations  set forth in Section 3.6 have
         been made,  conflict  with or violate  any  foreign  or  domestic  law,
         statute, ordinance, rule, regulation, order, judgment or decree ("Law")
         applicable  to  MeriStar  or any  MeriStar  Subsidiary  or by which any
         property or asset of MeriStar or any MeriStar  Subsidiary  is or may be
         bound or affected,  except for any such  conflicts or violations  that,
         individually  or in the  aggregate,  have not  resulted  and  could not
         reasonably  be  expected  to result  in a  Material  Adverse  Effect on
         MeriStar; or

                  (iii)  result in any breach of or  constitute a default (or an
         event  which  with or  without  notice  or lapse of time or both  would
         become a default)  under,  or give to others any right of  termination,
         amendment,  acceleration or cancellation  of, or result in the creation
         of a Lien  on  any  property  or  asset  of  MeriStar  or any  MeriStar
         Subsidiary  under  any  note,  bond,  mortgage,  indenture,   contract,
         agreement,  partnership or joint venture agreement,  commitment, lease,
         license,   permit,   franchise  or  other   instrument   or  obligation
         (collectively, "Contracts") to which MeriStar or any MeriStar

                                       13
<PAGE>

         Subsidiary  is a party  or by  which  any of them or  their  assets  or
         properties  is or may  be  bound  or  affected,  except  for  any  such
         breaches,  defaults or other occurrences which,  individually or in the
         aggregate,  have not resulted and could not  reasonably  be expected to
         result in a Material Adverse Effect on MeriStar.

                   (b) Section  3.5(b) of the  MeriStar  Disclosure  Letter sets
forth a list,  correct  and  complete,  of  Contracts  to which  MeriStar or any
MeriStar  Subsidiary  is a party or by  which  any of them or  their  assets  or
properties is or may be bound or affected under which consents or waivers are or
may be  required  prior to  consummation  of or as a result of the  transactions
contemplated  by this  Agreement in order to avoid any breach of or constitute a
default (or an event  which with notice or lapse of time or both would  become a
default)  under,  or  give  to  others  any  right  of  termination,  amendment,
acceleration or cancellation of any such Contract,  or result in the creation of
a Lien or other Encumbrance on any property or asset of MeriStar or any MeriStar
Subsidiary,  which  default  termination,   amendment,   acceleration,  Lien  or
Encumbrance  could  reasonably be expected to have a Material  Adverse Effect on
MeriStar.

                   Section 3.6 Required Filings and Consents.  The execution and
delivery  of this  Agreement  by MeriStar do not,  and the  performance  of this
Agreement by MeriStar will not, require any consent, approval,  authorization or
permit of, or filing with or notification to, any domestic or foreign  national,
federal, state,  provincial or local governmental,  regulatory or administrative
authority,   agency,   commission,   court,   tribunal  or   arbitral   body  or
self-regulated entity (each, a "Governmental Entity"), except (i) for applicable
requirements of the Securities Exchange Act of 1934 (together with the rules and
regulations promulgated thereunder, the "Exchange Act"), applicable requirements
of the  Securities  Act  of  1933  (together  with  the  rules  and  regulations
promulgated thereunder,  the "Securities Act"), applicable requirements of state
securities or "blue sky" laws ("Blue Sky Laws"),  the rules and  regulations  of
NYSE,   applicable   requirements  of  Takeover   Statutes,   applicable   state
environmental  statutes,  the  pre-merger   notification   requirements  of  the
Hart-Scott-Rodino  Antitrust Improvements Act of 1976, as amended, and the rules
and regulations  promulgated  thereunder (the "HSR Act"), (ii) for the filing of
the  Certificate  of Merger as required  by the DGCL and (iii) where  failure to
obtain such  consents,  approvals,  authorizations  or permits,  or to make such
filings or  notifications,  individually or in the aggregate,  have not resulted
and could not  reasonably be expected to result in a Material  Adverse Effect on
MeriStar.

                   Section 3.7 Permits; Compliance with Law. Except as set forth
in Section 3.7 of the  MeriStar  Disclosure  Letter,  each of  MeriStar  and the
MeriStar   Subsidiaries   is  in   possession   of   all   franchises,   grants,
authorizations,  licenses, permits, easements, variances,  exceptions, consents,
certificates,  approvals  and orders of any  Governmental  Entity  necessary for
MeriStar or any MeriStar  Subsidiary to own, lease and operate its properties or
to  carry  on its  business  as it is now  being  conducted  (collectively,  the
"MeriStar  Permits"),  except  where  the  failure  to have any of the  MeriStar
Permits,  individually  or in the  aggregate,  has not  resulted  and  could not
reasonably be expected to result in a Material Adverse Effect on MeriStar,  and,
as of the  date of this  Agreement,  no  suspension  or  cancellation  of any of
MeriStar Permits is pending or, to the knowledge of MeriStar, threatened, except
where the failure to have, or the suspension or cancellation of, any of MeriStar
Permits, individually or in the aggregate, has not resulted and could not

                                       14
<PAGE>

reasonably  be  expected  to result in a Material  Adverse  Effect on  MeriStar.
Neither MeriStar nor any MeriStar  Subsidiary is in conflict with, or in default
or violation of, (i) any Law  applicable to MeriStar or any MeriStar  Subsidiary
or by which any property or asset of MeriStar or any MeriStar  Subsidiary  is or
may be bound or  affected  or (ii) any  MeriStar  Permits,  except  for any such
conflicts,  defaults or violations that, individually or in the aggregate,  have
not  resulted  and could not  reasonably  be  expected  to result in a  Material
Adverse Effect on MeriStar.

                    Section 3.8   SEC Filings; Financial Statements.

                   (a)  MeriStar  has  filed  all  forms,  reports,   schedules,
statements and other documents (including all exhibits, annexes, supplements and
amendments to such documents)  required to be filed by it under the Exchange Act
and the  Securities  Act  since  September  1,  1998  through  the  date of this
Agreement (collectively,  as amended and supplemented to date, the "MeriStar SEC
Reports") and MeriStar has made  available to ASC each MeriStar SEC Report filed
with the United  States  Securities  and Exchange  Commission  (the "SEC").  The
MeriStar SEC Reports,  including any financial  statements or schedules included
or  incorporated  therein by  reference,  at the time they were  filed,  and all
forms,  reports,  schedules,  statements and other  documents filed with the SEC
after the date of this  Agreement and prior to the  Effective  Time, at the time
they will be filed,  (i)  complied  or will  comply,  as the case may be, in all
material  respects with the  requirements  of the Exchange Act or the Securities
Act or both, as the case may be,  applicable  to those  MeriStar SEC Reports and
(ii) did not or will not, as the case may be, contain any untrue  statement of a
material  fact  or omit to  state a  material  fact  required  to be  stated  or
necessary in order to make the statements made in those MeriStar SEC Reports, in
the light of the  circumstances  under which they were made, not misleading.  No
MeriStar  Subsidiary is subject to the periodic  reporting  requirements  of the
Exchange Act or is otherwise  required to file any documents with the SEC or any
national  securities  exchange or quotation  service or comparable  Governmental
Entity.

                   (b) Each of the  consolidated  balance sheets  included in or
incorporated by reference into the MeriStar SEC Reports and in any form,  report
or document  filed after the date of this  Agreement  and prior to the Effective
Time (including in each case, the related notes and schedules)  fairly presented
or will present, as the case may be, in all material respects,  the consolidated
financial  position of MeriStar as of the dates set forth in those  consolidated
balance  sheets  in  accordance  with  GAAP  (as  defined  below).  Each  of the
consolidated  statements of income and of cash flows included in or incorporated
by reference  into the MeriStar SEC Reports and in any form,  report or document
filed  after  the  date  of this  Agreement  and  prior  to the  Effective  Time
(including in each case,  any related notes and schedules)  fairly  presented or

                                       15
<PAGE>

will present,  as the case may be, in all material  respects,  the  consolidated
results of  operations  and cash flows,  as the case may be, of MeriStar and the
consolidated   MeriStar   Subsidiaries  for  the  periods  set  forth  in  those
consolidated  statements  of income and of cash flows  (subject,  in the case of
unaudited quarterly  statements,  to notes and normal year-end audit adjustments
that will not be material in amount or effect),  in each case in conformity with
United States generally accepted accounting  principles ("GAAP") (except, in the
case of unaudited  quarterly  statements,  as permitted by Form 10-Q of the SEC)
consistently  applied  throughout  the periods  indicated.  All of such  balance
sheets  and  statements  complied  as to  form  in all  material  respects  with
applicable accounting  requirements and with the published rules and regulations
of the SEC with respect thereto.

                   (c) Except as and to the extent set forth on the consolidated
balance sheet of MeriStar and the consolidated  MeriStar Subsidiaries as of June
30,  2000  including  the  related  notes,  neither  MeriStar  nor any  MeriStar
Subsidiary has any  liabilities or obligations of any nature  (whether  accrued,
absolute,  contingent or otherwise)  that would be required to be reflected on a
balance sheet or in the related notes prepared in accordance  with GAAP,  except
for liabilities or obligations incurred in the ordinary course of business since
June 30, 2000 that,  individually  or in the  aggregate,  have not  resulted and
could not  reasonably  be  expected  to result in a Material  Adverse  Effect on
MeriStar.

                    Section 3.9   Absence of Certain Changes or Events.

                   (a) Except as (i) set forth in Section 3.9(a) of the MeriStar
Disclosure Letter, (ii) disclosed in the MeriStar SEC Reports filed with the SEC
since  December  31, 1999 and which have been filed and are  publicly  available
prior to the date of this  Agreement  ("MeriStar  Filed SEC  Reports")  or (iii)
permitted by Section 5.1, since December 31, 1999, (A) MeriStar and the MeriStar
Subsidiaries  have conducted their businesses only in the ordinary course and in
a manner  consistent  with past  practice,  (B) there has not been any  Material
Adverse Effect on MeriStar and (C) there has not been:

                  (i) any  damage,  destruction  or  other  casualty  loss  with
         respect to any asset or property owned,  leased or otherwise used by it
         or any  MeriStar  Subsidiaries,  whether or not  covered by  insurance,
         which damage,  destruction or loss,  individually  or in the aggregate,
         has  resulted or could  reasonably  be expected to result in a Material
         Adverse Effect on MeriStar;

                                       16
<PAGE>
                  (ii) any  material  change by MeriStar in its or any  MeriStar
         Subsidiary's  accounting  methods,  principles or practices except as a
         result of changes in GAAP;

                  (iii)  any  declaration,  setting  aside  or  payment  of  any
         dividend or  distribution  in respect of MeriStar  Common  Stock or any
         redemption,   purchase  or  other  acquisition  of  any  of  MeriStar's
         securities;

                  (iv)  any  increase  in  the   compensation   or  benefits  or
         establishment   of   any   bonus,   insurance,    severance,   deferred
         compensation,   pension,  retirement,   profit  sharing,  stock  option
         (including,  the granting of stock options,  stock appreciation rights,
         performance awards or restricted stock awards), stock purchase or other
         employee  benefit  plan,  or any  other  increase  in the  compensation
         payable or to become  payable to any executive  officers of MeriStar or
         any  MeriStar  Subsidiary  except in the  ordinary  course of  business
         consistent with past practice or except as required by applicable Law;

                  (v)  (A) any  incurrence  or  assumption  by  MeriStar  or any
         MeriStar  Subsidiary of any  indebtedness for borrowed money or (B) any
         guarantee,  endorsement  or other  incurrence or assumption of material
         liability (whether directly,  contingently or otherwise) by MeriStar or
         any MeriStar  Subsidiary for the obligations of any other person (other
         than any wholly-owned MeriStar Subsidiary),  other than in the ordinary
         course of business  consistent with past practice and  individually not
         in excess of $250,000;

                  (vi) any  creation or  assumption  by MeriStar or any MeriStar
         Subsidiary  of any  Lien  on any  material  asset  of  MeriStar  or any
         MeriStar  Subsidiary,  other than in the  ordinary  course of business,
         consistent with past practice;

                  (vii) any making of any loan, advance or capital  contribution
         to or investment  in any person by MeriStar or any MeriStar  Subsidiary
         (other than to MeriStar or any MeriStar Subsidiary),  other than in the
         ordinary  course  of  business,   consistent  with  past  practice  and
         individually not in excess of $250,000; or

                  (viii)(A)  any contract or agreement  entered into by MeriStar
         or any  MeriStar  Subsidiary  relating to any material  acquisition  or
         disposition  of  any  assets  or  business  or  (B)  any  modification,
         amendment,  assignment or termination of or  relinquishment by MeriStar
         or any MeriStar  Subsidiary of any rights under any Contract (including
         any  insurance  policy  naming it as a  beneficiary  or a loss  payable
         payee) that has resulted or could  reasonably be expected to result in,
         individually or in the aggregate, a Material Adverse Effect on MeriStar
         other than  transactions,  commitments,  contracts or agreements in the
         ordinary  course of  business  consistent  with past  practice or those
         contemplated by this Agreement.

                                       17
<PAGE>
                    Section 3.10  Employee Benefit Plans; Labor Matters.

                   (a) Each employee benefit plan, program and arrangement,  and
each employment, termination, severance or other contract or agreement, to which
MeriStar or any of the  MeriStar  Subsidiaries  is a party with respect to which
MeriStar or any of the MeriStar  Subsidiaries  has any  obligation  or which are
maintained,  contributed  to or  sponsored  by MeriStar  or any of the  MeriStar
Subsidiaries  for the  benefit  of any  current or former  employee,  officer or
director  of  MeriStar  or any of the  MeriStar  Subsidiaries  under which plan,
program, arrangement, contract or agreement total payments of more than $100,000
may be required to be made by MeriStar or a MeriStar  Subsidiary  (collectively,
the  "MeriStar  Benefit  Plans") are listed on Section  3.10(a) of the  MeriStar
Disclosure  Letter.  Except for those matters  listed on Section  3.10(a) of the
MeriStar  Disclosure  Letter  and  such  matters  as,  individually  or  in  the
aggregate, have not and could not reasonably be expected to result in a Material
Adverse Effect on MeriStar:

                  (i) to the knowledge of MeriStar,  each MeriStar  Benefit Plan
         and any related trust intended to be qualified  under  Sections  401(a)
         and 501(a) of the Code has  received a favorable  determination  letter
         from the IRS that it is so qualified, and to the knowledge of MeriStar,
         nothing  has  occurred  since  the  date  of  such  letter  that  could
         materially  adversely  affect  the  qualified  status of such  MeriStar
         Benefit Plan or related trust;

                  (ii) to the knowledge of MeriStar,  each MeriStar Benefit Plan
         has been  operated in  accordance  with the terms and  requirements  of
         applicable Law, and all required  returns and filings for each MeriStar
         Benefit Plan have been timely made;

                  (iii) to the knowledge of MeriStar,  neither  MeriStar nor any
         of the  MeriStar  Subsidiaries  has  incurred  any  direct or  indirect
         liability under,  arising out of or by operation of Title I or Title IV
         of the Employee  Retirement  Income  Security  Act of 1974,  as amended
         ("ERISA") or comparable  provisions of the Code in connection  with any
         MeriStar Benefit Plan or other  retirement plan or arrangement,  and to
         the  knowledge  of  MeriStar,  no  fact  or  event  exists  that  could
         reasonably be expected to give rise to any such liability;

                  (iv) to the knowledge of MeriStar,  all  contributions due and
         payable  on or before  the date  hereof  in  respect  of each  MeriStar
         Benefit Plan have been made in full and in proper form;

                  (v) to the knowledge of MeriStar,  neither MeriStar nor any of
         the  MeriStar  Subsidiaries  has ever  sponsored  or been  obligated to
         contribute to any "multiemployer  plan" (as defined in Section 3(37) of
         ERISA), "multiple

                                       18
<PAGE>

         employer  plan" (as  defined  in Section  413 of the Code) or  "defined
         benefit plan" (as defined in Section 3(35) of ERISA);

                  (vi) except as otherwise  required  under ERISA,  the Code and
         applicable Law, to the knowledge of MeriStar,  no MeriStar Benefit Plan
         currently or  previously  maintained by MeriStar or any of the MeriStar
         Subsidiaries  provides  any  post-retirement  health or life  insurance
         benefits in the future;

                  (vii)  to  the  knowledge  of  MeriStar,   all  reporting  and
         disclosure  obligations  imposed  under  ERISA  and the Code  have been
         satisfied with respect to each MeriStar Benefit Plan; and

                  (viii) to the knowledge of MeriStar, neither the execution and
         delivery of this  Agreement nor the  consummation  of the  transactions
         contemplated  hereby  will (A)  result in the  payment  of  separation,
         severance,  termination, "golden parachute" or similar-type benefits to
         any person,  (B)  materially  increase any benefits  otherwise  payable
         under  any  MeriStar  Benefit  Plan or  otherwise,  (C)  result  in any
         acceleration  of the  time  of  payment  or  vesting  of  any  material
         benefits,  (D) trigger a requirement for funding or the acceleration of
         funding of any material  benefits or (E) commence a period during which
         a subsequent  termination  of  employment by an employee of MeriStar or
         any  MeriStar  Subsidiary  will  entitle  such  employee to benefits in
         excess of what would otherwise have been required in the absence of the
         transactions  contemplated hereby. No benefit or amount payable or that
         may become payable by MeriStar or any of the MeriStar Subsidiaries as a
         result  of  any   transaction   contemplated  by  this  Agreement  will
         constitute an "excess parachute payment," within the meaning of Section
         280G of the Code,  which is or may be subject to the  imposition of any
         excise  tax  under  Section  4999 of the  Code or  which  would  not be
         deductible by reason of Section 280G of the Code.

                   (b)To the knowledge of MeriStar,  each MeriStar Benefit Plan
is in writing,  and MeriStar  has made  available to ASC a complete and accurate
copy of each  MeriStar  Benefit Plan and a complete  and  accurate  copy of each
material document prepared in connection with each such Plan,  including without
limitation,  a copy of (i) each trust or other  funding  arrangement,  (ii) each
summary plan  description and summary of material  modification,  (iii) the most
recently filed IRS Form 5500, (iv) the most recently  received IRS determination
letter for each such Plan, and (v) the most recently  prepared  actuarial report
and financial statement in connection with each such Plan.

                   (c)  Except as set forth in Section  3.10(c) of the  MeriStar
Disclosure Letter, to the knowledge of MeriStar, neither MeriStar nor any of the
MeriStar  Subsidiaries is a party to, or is bound by, any collective  bargaining
agreement,  contract or other agreement or  understanding  with a labor union or
other labor union  organization.  MeriStar has made available true,  correct and
complete  copies of all such  agreements to ASC.  Except as set forth in Section

                                       19
<PAGE>

3.10(c) of the MeriStar  Disclosure  Letter and except as individually or in the
aggregate, has not resulted and would not reasonably be expected to result, in a
Material Adverse Effect on MeriStar,  (A) currently there are no  organizational
campaigns,  petitions or other unionization  activities seeking recognition of a
collective   bargaining  unit  which  could  affect  MeriStar  or  any  MeriStar
Subsidiary; (B) there are no controversies, strikes, slowdowns or work stoppages
pending or, to the best  knowledge  of MeriStar,  after due inquiry,  threatened
between MeriStar or any of the MeriStar Subsidiaries and any of their respective
employees,  and  neither  MeriStar  nor  any of the  MeriStar  Subsidiaries  has
experienced any such controversy,  strike,  slowdown or work stoppage within the
past three years; (C) neither  MeriStar or any of the MeriStar  Subsidiaries has
breached or otherwise  failed to comply with the  provisions  of any  collective
bargaining  or union  contract and there are no grievances  outstanding  against
MeriStar or any MeriStar  Subsidiary  under any such agreement or contract;  and
(D) there are no unfair labor practice  complaints  pending against  MeriStar or
any of the MeriStar  Subsidiaries  before the National Labor  Relations Board or
any other  Governmental  Entity or any current  union  representation  questions
involving employees of MeriStar or any of the MeriStar Subsidiaries.

                    Section  3.11 Tax Matters.  Neither  MeriStar  nor, to the
knowledge of  MeriStar,  any of its  affiliates  has taken or agreed to take any
action, nor is MeriStar aware of any agreement, plan or other circumstance, that
would  prevent  the Merger  from  constituting  a  transaction  qualifying  as a
reorganization under Section 368(a) of the Code.

                    Section 3.12 Contracts;  Debt Instruments.  Except for the
Contracts  set forth in Section 3.12 of the MeriStar  Disclosure  Letter,  true,
correct and complete  copies of which have been made  available to ASC, there is
no Contract that is material to the business,  financial condition or results of
operations of MeriStar and the MeriStar  Subsidiaries  taken as a whole. Each of
the Contracts to which MeriStar or a MeriStar  Subsidiary is a party or by which
it or any  of  its  properties  or  assets  is or  may  be  bound  or  affected,
constitutes a valid and legally binding  obligation of MeriStar or such MeriStar
Subsidiary and of the other parties thereto,  enforceable in accordance with its
terms,  and is in full force and effect,  except to the extent the failure to be
so valid, binding or enforceable,  individually or in the aggregate, has not and
could not  reasonably  be  expected  to result in a Material  Adverse  Effect on
MeriStar.  Neither  MeriStar  nor any  MeriStar  Subsidiary,  nor to  MeriStar's
knowledge,  any other  person,  is in violation of or in default under (nor does
there exist any condition which with the passage of time or the giving of notice

                                       20
<PAGE>

would cause such a violation of or default under) any Contract to which MeriStar
or any MeriStar Subsidiary is a party or by which it or any of its properties or
assets is or may be bound or affected,  except for  violations or defaults that,
individually or in the aggregate,  have not resulted and could not reasonably be
expected  to result in a  Material  Adverse  Effect  on  MeriStar.  Set forth in
Section 3.12 of the MeriStar  Disclosure Letter is a description of any material
changes  to the  amount  and  terms  of the  indebtedness  of  MeriStar  and the
consolidated  MeriStar  Subsidiaries  as described in the notes to the financial
statements set forth in MeriStar's quarterly report on Form 10-Q for the quarter
ended September 30, 2000.

                    Section  3.13  Litigation.  Except as set forth in Section
3.13 of the  MeriStar  Disclosure  Letter,  and except as  disclosed in MeriStar
Filed SEC Reports, there is no suit, claim, action,  proceeding or investigation
(collectively,  "Claims")  that is  uninsured  pending or, to the  knowledge  of
MeriStar,  threatened  against  MeriStar or any MeriStar  Subsidiary  before any
Governmental  Entity  that,  if  adversely  determined,  individually  or in the
aggregate,  has resulted or could reasonably be expected to result in a Material
Adverse  Effect on MeriStar.  Neither  MeriStar nor any MeriStar  Subsidiary  is
subject to any outstanding order, writ, injunction or decree which, individually
or in the aggregate, has resulted or could reasonably be expected to result in a
Material Adverse Effect on MeriStar.

                    Section  3.14  Environmental  Matters.  Except  as has not
resulted and could not  reasonably  be expected to result in a Material  Adverse
Effect on MeriStar and as set forth in Section  3.14 of the MeriStar  Disclosure
Letter or as disclosed in MeriStar Filed SEC Reports:

                   (a)  MeriStar  and  the  MeriStar  Subsidiaries  (i)  are  in
compliance  with all  applicable  Laws relating to pollution,  protection of the
environment or health and safety (collectively, "Environmental Laws"), (ii) hold
all  necessary   permits,   approvals,   identification   numbers  and  licenses
("Environmental  Permits")  under  those  Environmental  Laws and  (iii)  are in
compliance with their respective Environmental Permits;

                   (b) neither MeriStar nor any MeriStar Subsidiary has received
any  requests  for  information,  or  been  notified  that  it is a  potentially
responsible  party,  under CERCLA, or any similar Law of any state,  locality or
any other jurisdiction;

                   (c) neither MeriStar nor any MeriStar  Subsidiary has entered
into or agreed to any  consent  decree or order or is subject  to any  judgment,
decree or  judicial  order  relating  to  compliance  with  Environmental  Laws,
Environmental  Permits or the investigation,  sampling,  monitoring,  treatment,
remediation,  removal or cleanup of hazardous materials and, to the knowledge of
MeriStar,  no  investigation,  litigation  or other  proceeding  is  pending  or
threatened  with  respect  thereto,  and no  condition  exists  on any  property
currently or formerly owned or operated by MeriStar that is reasonably likely to
lead to such investigation, litigation or proceeding;

                   (d) none of the real property  currently or formerly owned or
leased by MeriStar or any MeriStar  Subsidiary is listed or, to the knowledge of
MeriStar,  proposed for listing on the "National  Priorities List" under CERCLA,
as updated through the date of this  Agreement,  or any similar list of sites in

                                       21
<PAGE>

the United States or any other jurisdiction requiring  investigation or cleanup;
and

                   (e) ASC has been provided  access to all material  reports in
MeriStar's  possession  or control  assessing  the  environmental  condition  of
MeriStar's  current and former  owned  properties,  which  reports are listed in
Section 3.14(e) of the MeriStar Disclosure Letter.

                    Section 3.15  Intellectual Property.

                            (a)     Disclosure.

                  (i) Section 3.15(a)(i) of the MeriStar  Disclosure Letter sets
         forth  all  United   States  and   foreign:   (i)  patents  and  patent
         applications,  (ii) trademarks,  trade names, brand names and corporate
         names, and all service marks,  registrations and applications  thereof,
         (iii) Internet  domain name  registrations  and  applications  and (iv)
         copyright  registrations and applications owned or licensed by MeriStar
         or the  MeriStar  Subsidiaries,  in each case  described in clauses (i)
         through  (iv),  that are  material to the business  and  operations  of
         MeriStar  or  the  MeriStar   Subsidiaries   as  presently   conducted,
         specifying as to each item, as applicable:  (A) the nature of the item,
         including the title;  (B) the owner of the item; (C) the  jurisdictions
         in which the item is issued or  registered  or in which an  application
         for  issuance or  registration  has been filed;  and (D) the  issuance,
         registration or application numbers and dates.

                  (ii) Section  3.15(a)(ii)  of the MeriStar  Disclosure  Letter
         sets forth all material licenses,  sublicenses, and other agreements or
         permissions ("IP Licenses") under which any of MeriStar or the MeriStar
         Subsidiaries  is a licensor or licensee or otherwise is  authorized  to
         use or practice any  Intellectual  Property  except for hotel franchise
         agreements  pursuant to which MeriStar,  as hotel manager or as lessee,
         is  granted  the  right  to  use  the  intellectual   property  of  the
         franchisor.  For purposes of this  Agreement,  "Intellectual  Property"
         means  all  of  the  following  as  they  exist  in  all  jurisdictions
         throughout  the world,  in each case, to the extent owned by,  licensed
         to, or otherwise used by MeriStar or the MeriStar  Subsidiaries  or ASC
         or  the  ASC   Subsidiaries,   as  applicable:   (A)  patents,   patent
         applications,   and  other  patent  rights  (including  any  divisions,
         continuations,   continuations-in-part,   substitutions,   or  reissues
         thereof, whether or not patents are issued on any such applications and
         whether  or not any  such  applications  are  modified,  withdrawn,  or
         resubmitted);  (B) trademarks, service marks, trade dress, trade names,
         brand names, Internet domain names, designs, logos, or corporate names,
         whether   registered  or  unregistered,   and  all   registrations  and
         applications for registration  thereof;  (C) copyrights,  including all
         renewals and extensions,  copyright  registrations and applications for
         registration,   and  non-registered   copyrights;  (D)  trade  secrets,
         concepts, ideas, designs, research, processes, procedures,  techniques,
         methods, know-how,

                                       22
<PAGE>

         data, mask works, discoveries, inventions,  modifications,  extensions,
         improvements,  and other proprietary  rights (whether or not patentable
         or  subject  to  copyright,  mask  work,  or trade  secret  protection)
         (collectively,  "Technology");  and  (E)  computer  software  programs,
         including  all source code,  object  code,  and  documentation  related
         thereto (the "Software").

                  (iii) Section  3.15(a)(iii) of the MeriStar  Disclosure Letter
         sets  forth  and  describes  the  status  of  any  material  agreements
         involving  Intellectual  Property  currently in negotiation or proposed
         ("Proposed  Intellectual  Property  Agreements")  by  MeriStar  or  the
         MeriStar Subsidiaries.

                   (b) Ownership.  Except as set forth in Section 3.15(b) of the
MeriStar Disclosure Letter,  MeriStar or the MeriStar Subsidiaries own, free and
clear of all Liens,  and have the  unrestricted  right to use, sell, or license,
all  Intellectual  Property,  except  where the  failure  to so own or have such
right,  individually  or in the  aggregate,  has  not  resulted  and  could  not
reasonably be expected to result in a Material Adverse Effect on MeriStar.

                   (c)  Claims.  Except as set forth in  Section  3.15(c) of the
MeriStar   Disclosure   Letter,   neither  MeriStar  nor  any  of  the  MeriStar
Subsidiaries  has  been,  during  the  three  years  preceding  the date of this
Agreement, a party to any Claim, nor, to the knowledge of MeriStar, is any Claim
threatened, that challenges the validity, enforceability, ownership, or right to
use,  sell,  or license  any  Intellectual  Property,  except  for Claims  that,
individually or in the aggregate,  have not resulted and could not reasonably be
expected to result in a Material Adverse Effect on MeriStar. To the knowledge of
MeriStar,  no third party is infringing upon any Intellectual  Property,  except
for infringements that, individually or in the aggregate,  have not resulted and
could not  reasonably  be  expected  to result in a Material  Adverse  Effect on
MeriStar.

                   (d) Administration and Enforcement. MeriStar and the MeriStar
Subsidiaries  have taken all  necessary  and  desirable  actions to maintain and
protect  each  item of  Intellectual  Property  owned by  MeriStar,  except  for
failures to take such actions that,  individually or in the aggregate,  have not
resulted and could not  reasonably  be expected to result in a Material  Adverse
Effect on MeriStar.

                   (e) Protection of Trade Secrets and Technology.  MeriStar and
the MeriStar  Subsidiaries have taken all reasonable  precautions to protect the
secrecy,  confidentiality,  and value of its trade  secrets and the  proprietary
nature and value of the Technology, except for failures to take such precautions
that,  individually  or in the  aggregate,  have  not  resulted  and  could  not
reasonably be expected to result in a Material Adverse Effect on MeriStar.

                   (f) Effect of  Transaction.  Neither  MeriStar nor any of the
MeriStar Subsidiaries is, nor, as a result of the execution and delivery of this
Agreement or its performance of its obligations hereunder, will be, in violation

                                       23
<PAGE>

of any agreement  relating to any  Intellectual  Property,  except for violation
that,  individually  or in the  aggregate,  could not  reasonably be expected to
result in a Material  Adverse  Effect on MeriStar.  After the  completion of the
transactions   contemplated  by  this  Agreement,   MeriStar  and  the  MeriStar
Subsidiaries  will continue to own all right,  title,  and interest in and to or
have a  license  to  use  all  Intellectual  Property  on  identical  terms  and
conditions as MeriStar and the MeriStar  Subsidiaries  enjoyed immediately prior
to such transactions, except for failures to own or have available for use that,
individually or in the aggregate,  have not resulted and could not reasonably be
expected to result in a Material Adverse Effect on MeriStar.

                   Section 3.16 Taxes.  Except as set forth in Section 3.16 of
the  MeriStar  Disclosure  Letter  and  except  as has  not had  and  would  not
reasonably be expected to have,  individually  or in the  aggregate,  a Material
Adverse Effect on MeriStar:

                   (a) MeriStar and each MeriStar Subsidiary has timely filed in
accordance  with  applicable  law all  returns,  declarations,  reports,  forms,
estimates,  information  returns and statements  ("Tax Returns")  required to be
filed in respect of any Taxes (as  defined  below) or to be supplied to a taxing
authority in  connection  with any Taxes,  and has paid or caused to be paid all
Taxes  required to be paid.  All Tax Returns  filed by MeriStar or any  MeriStar
Subsidiary with respect to Taxes were prepared in compliance with all applicable
laws and regulations and were true, complete,  and correct in all respects as of
the date on which they were filed or as subsequently amended to the date hereof.
Complete copies of federal,  state,  local,  and foreign Tax Returns of MeriStar
and each  MeriStar  Subsidiary  for each of the years  ended  1999 and 1998 have
heretofore  been  delivered or made  available to ASC. Prior to the date hereof,
MeriStar  has  provided to ASC copies of all revenue  agents'  reports and other
written  assertions of deficiencies  or other  liabilities for Taxes of MeriStar
and each  MeriStar  Subsidiary  with  respect  to past  periods  for  which  the
applicable  statute of limitations  has not expired.  As used in this Agreement,
"Taxes"  shall  mean all  taxes of any kind,  charges,  fees,  customs,  duties,
imposts,  levies or other assessments,  including,  without limitation,  all net
income, gross receipts, ad valorem,  value added,  transfer,  gains,  franchise,
profits,  inventory,  net worth,  capital stock,  asset,  sales,  use,  license,
estimated  withholding,   payroll,  transaction,   capital,  employment,  social
security,  workers  compensation,  unemployment,  excise,  any  interest and any
penalties,  additions  to tax  or  additional  amounts,  imposed  by any  taxing
authority  (domestic or foreign) and shall include any  transferee  liability in
respect of Taxes.

                   (b) MeriStar and each MeriStar Subsidiary has timely paid all
Taxes for which a notice  of, or  assessment  or demand  for,  payment  has been
received or which are  otherwise due and payable with respect to MeriStar or any
MeriStar  Subsidiary,  its operations  and assets (in each case,  whether or not
shown on any Tax  Return),  except  for Taxes that are being  contested  in good

                                       24
<PAGE>

faith by appropriate  proceedings (all of which are disclosed on Section 3.16(b)
of the  MeriStar  Disclosure  Letter) and for  payment of which  Taxes  adequate
reserves will have been set up as of the Closing Date.

                   (c)  MeriStar  and  each  of the  MeriStar  Subsidiaries  has
complied  with all  applicable  law,  rules,  and  regulations  relating  to the
withholding  of Taxes and has timely  collected or withheld and paid over to the
proper  governmental  authorities  all amounts  required to be so  collected  or
withheld and paid over for all prior periods under all applicable laws.

                   (d)  There  are  no  outstanding   agreements,   waivers,  or
arrangements extending the statutory period of limitations for the assessment or
collection  of Taxes with  respect to any Tax Return that relates to MeriStar or
any MeriStar  Subsidiary,  which waivers or extensions  currently are in effect,
and no request for any such waiver or extension is currently pending.

                   (e) There are no Tax rulings, request for rulings, or closing
agreements  relating to MeriStar or any MeriStar  Subsidiary  which could affect
its liability for Taxes for any period after the Closing Date.

                   (f) No action, suit, proceeding, investigation, audit, claim,
or  assessment is presently  pending or to the  knowledge of MeriStar,  proposed
with regard to any Taxes that relate to MeriStar or any MeriStar  Subsidiary for
which MeriStar or any MeriStar Subsidiary would or could be liable. There are no
requests from any taxing  authority for  information or with respect to Taxes of
MeriStar  or the  MeriStar  Subsidiaries.  Neither  MeriStar  nor  the  MeriStar
Subsidiaries  has any  knowledge or any fact or condition  that, if known to any
taxing authority having  jurisdiction,  would likely result in the issuance of a
notice of proposed  deficiency  or similar  notice of  intention to assess Taxes
against  MeriStar or the MeriStar  Subsidiaries,  and no issue has arisen in any
examination  of MeriStar or the MeriStar  Subsidiaries  by any taxing  authority
that if raised with respect to any other period not so examined  would result in
a material deficiency for any other period not so examined, if upheld.

                   (g) Neither MeriStar nor any of the MeriStar Subsidiaries (i)
has agreed to or is required to make any  adjustment  pursuant to Section 481 of
the Code (or any predecessor or similar  provision of other laws or regulations)
by reason of a change in accounting method or otherwise; (ii) has knowledge that
any taxing  authority has proposed any such  adjustment or change which proposal
is  currently  pending;  or (iii) has an  application  pending  with any  taxing
authority  requesting  permission  for any  change in  accounting  methods  that
relates to its business and operations.

                   (h) Neither  MeriStar  nor any MeriStar  Subsidiary  (i) is a
party to, is bound by, or has any obligation under, any Tax sharing agreement or
similar contract,  (ii) has any current or potential  contractual  obligation to

                                       25
<PAGE>

indemnify any other person with respect to Taxes, or (iii) has any obligation to
make distributions in respect of Taxes.

                   (i) No Taxes are  delinquent  or  constitute  a lien  against
MeriStar  or any  MeriStar  Subsidiary,  except  with  respect  to  Taxes  being
contested in good faith by appropriate  proceedings  (all of which are disclosed
on Section 3.16(i) of the MeriStar  Disclosure  Letter) and for payment of which
Taxes adequate reserves have been established.

                   (j)  There is no contract,  agreement,  plan, or  arrangement
covering any person that,  individually or collectively,  could give rise to the
payment of any amount that would not be  deductible by ASC or MeriStar by reason
of Section 280G of the Code.

                   (k)  The unused "net operating losses" (as defined in Section
172 of the Code) of MeriStar and each MeriStar  Subsidiary  (the years which all
such net  operating  losses  arose and will  expire  being set forth on  Section
3.16(k) of the MeriStar  Disclosure  Letter) are not subject to any  limitations
under Sections 382 or 384 of the Code,  except for those  limitations  which are
set forth in Section 3.16(k) of the MeriStar Disclosure Letter.

                   (l)  No property of MeriStar or any  MeriStar  Subsidiary  is
"tax-exempt use property" within the meaning of Section 168 of the Code.

                   Section  3.17  Non-Competition  Agreements.  Except  as set
forth in Section 3.17 of the MeriStar  Disclosure  Letter,  neither MeriStar nor
any MeriStar Subsidiary is a party to any Contract which purports to restrict or
prohibit  in  any  material  respect  MeriStar  and  the  MeriStar  Subsidiaries
collectively  from,  directly or indirectly,  engaging in any business currently
engaged in by MeriStar,  any MeriStar Subsidiary or any other persons affiliated
with  MeriStar.  None of  MeriStar's  officers,  directors or key employees is a
party to any  agreement  which,  by virtue of such  person's  relationship  with
MeriStar,  restricts in any material respect MeriStar or any MeriStar Subsidiary
or affiliate of either of them from, directly or indirectly,  engaging in any of
the  businesses  described  above.  For purposes of this Section 3.17,  the term
"material"  shall mean any  prohibition  that is  material to the  business  and
operations of MeriStar and the MeriStar Subsidiaries taken as a whole.

                    Section 3.18 Agreements with Regulatory  Agencies.  Except
as set forth in Section 3.18 of the MeriStar Disclosure Letter, neither MeriStar
nor any MeriStar  Subsidiaries is subject to any cease-and-desist or other order
issued  by,  or is a  party  to any  written  agreement,  consent  agreement  or
memorandum  of  understanding  with, or is a party to any  commitment  letter or
similar  undertaking  to, or is  subject to any order or  directive  by, or is a
recipient of any extraordinary supervisory letter from, or has adopted any board
resolutions  at the request of (each,  whether or not listed in Section  3.18 of
the  MeriStar  Disclosure  Letter,  a  "MeriStar  Regulatory  Agreement"),   any
Governmental  Entity that restricts the conduct of its business,  except for any
MeriStar Regulatory Agreements that, individually or in the aggregate,  have not

                                       26
<PAGE>

resulted and could not  reasonably  be expected to result in a Material  Adverse
Effect on MeriStar or could  reasonably be expected,  following  consummation of
the Merger,  to impair ASC's  ability to conduct the  business of the  Surviving
Corporation, ASC or any ASC Subsidiary, as presently conducted. Neither MeriStar
nor any MeriStar  Subsidiary  has been advised by any  Governmental  Entity that
such  Governmental  Entity is  considering  issuing or  requesting  any MeriStar
Regulatory   Agreement,   except  for  any  such  proposed  MeriStar  Regulatory
Agreements  that,  individually  or in the  aggregate,  could not  reasonably be
expected to result in a Material Adverse Effect on MeriStar.

                    Section  3.19  Rights  Agreement.  A copy of the  MeriStar
Rights  Agreement,  including all amendments and exhibits,  has been provided to
ASC in writing and is a complete  and correct copy of that  document.  Under the
MeriStar  Rights  Agreement,  none  of the  execution  of  this  Agreement,  the
execution of the ASC  Voting/Recapitalization  Agreement,  the  execution of the
MeriStar  Voting   Agreement,   or  the  consummation  of  the  Merger  and  the
transactions contemplated by the ASC Voting/Recapitalization  Agreement will (i)
cause  MeriStar  Shareholder  Rights to become  exercisable,  (ii)  cause ASC or
Merger  Sub to become an  "Acquiring  Person"  (as that term is  defined  in the
MeriStar Rights  Agreement) or (iii) give rise to a "Rights  Distribution  Date"
(as that term is defined in the MeriStar Rights Agreement).

                    Section 3.20 Opinion of Financial  Advisor.  Salomon Smith
Barney Inc.  (the  "MeriStar  Financial  Advisor") has delivered to the Board of
Directors  of MeriStar  its oral  opinion  (which  opinion  will be confirmed in
writing) to the effect  that,  as of the date of this  Agreement,  the  Exchange
Ratio is fair, from a financial point of view, to the holders of MeriStar Common
Stock. MeriStar will, promptly after receipt of such written opinion,  deliver a
signed copy of that written opinion to ASC for informational purposes only.

                    Section  3.21  Brokers.  No broker,  finder or  investment
banker other than the MeriStar  Financial  Advisor is entitled to any brokerage,
finder's or other fee or commission  in connection  with the Merger or the other
transactions  contemplated by this Agreement based upon  arrangements made by or
on behalf of MeriStar or any of the MeriStar  Subsidiaries or their  affiliates.
Prior to the  date of this  Agreement,  MeriStar  has  made  available  to ASC a
complete  and  correct  copy of all  agreements  between  MeriStar or any of the
MeriStar  Subsidiaries or their  affiliates and the MeriStar  Financial  Advisor
under  which the  MeriStar  Financial  Advisor  would be entitled to any payment
relating to the Merger or such other transactions.

                                       27
<PAGE>

                    Section 3.22 Certain  Statutes.  The Board of Directors of
MeriStar or any MeriStar  Subsidiary has taken or will take all  appropriate and
necessary  actions to ensure that the  restrictions on business  combinations in
Section  203 of the DGCL  will not have any  effect  on the  Merger or the other
transactions  contemplated  by this  Agreement.  No "fair price,"  "moratorium,"
"control  share  acquisition"  or other similar  state or federal  anti-takeover
statute or  regulation  (each a "Takeover  Statute")  is, as of the date of this
Agreement, applicable to the Merger or such other transactions.

                    Section 3.23  Information.  None of the  information to be
supplied by MeriStar or any MeriStar  Subsidiary for inclusion or  incorporation
by reference in the Proxy Statement or the  Registration  Statement will, in the
case of the Registration  Statement, at the time it becomes effective and at the
Effective Time, contain any untrue statement of a material fact or omit to state
any  material  fact  required  to be stated  in the  Registration  Statement  or
necessary to make the statements in the Registration Statement not misleading in
light of the  circumstances  under which they were made,  or, in the case of the
Proxy Statement or any amendments of or supplements to the Proxy  Statement,  at
the  time  of the  mailing  of the  Proxy  Statement  and any  amendments  of or
supplements to the Proxy Statement and at the time of the MeriStar  Stockholders
Meeting,  contain any untrue  statement of a material  fact or omit to state any
material fact required to be stated in the Proxy Statement or necessary in order
to make the  statements in the Proxy  Statement,  in light of the  circumstances
under which they are made, not misleading. The Proxy Statement (except for those
portions of the Proxy Statement that relate only to ASC or the ASC  Subsidiaries
or affiliates  of ASC) will comply as to form in all material  respects with the
provisions of the Exchange Act.

                    Section 3.24 Vote Required. The Requisite MeriStar Vote is
the only vote of the holders of any class or series of MeriStar's  capital stock
necessary  (under the rules and regulations of the MeriStar  Charter  Documents,
the DGCL,  the rules  and  regulations  of the  NYSE,  other  applicable  Law or
otherwise)  to approve  this  Agreement,  the  Merger or the other  transactions
contemplated by this Agreement.

                    Section 3.25  Properties.

                   (a) Section 3.25(a)(i) of the MeriStar Disclosure Letter sets
forth a  complete  and  accurate  list and the  address  or  description  of all
material real property  owned or leased by MeriStar or any MeriStar  Subsidiary,
other than  leases  with a duration  of less than one year  entered  into in the
ordinary course of business by BridgeStreet Accommodations,  Inc. (collectively,
and including all  buildings,  structures  and other  improvements  and fixtures
located on or under such land and all easements,  rights and other appurtenances
to such land, the "MeriStar  Properties").  (1) For those MeriStar Properties to
which MeriStar or a MeriStar  Subsidiary owns fee simple title,  such owner owns
good,  marketable and insurable fee simple title to such MeriStar Property,  and
(2) for those MeriStar  Properties leased by MeriStar or a MeriStar  Subsidiary,
such lessee holds valid leasehold title to such MeriStar  Property,  which title

                                       28
<PAGE>

is, in each case  described  in clauses (1) and (2) of this  sentence,  free and
clear of liens, mortgages or deeds of trust, claims against title, charges which
are liens,  security  interests or other  encumbrances  on title  (collectively,
"Encumbrances"),  except for such mortgages set forth on Section  3.25(a)(ii) of
the MeriStar Disclosure Letter and such Encumbrances as individually,  or in the
aggregate, would not reasonably be expected to have a Material Adverse Effect on
MeriStar.   Following  the  effective  time  of  the   MeriStar-REIT   Agreement
Amendments,  (i) the "MeriStar  Properties"  shall not include those  properties
that, because of the MeriStar-REIT  Agreement  Amendments,  are no longer leased
but are instead  managed by MeriStar and (ii) the "MeriStar  Leases" (as defined
below) shall no longer include MeriStar's leases of such properties.

                   (b)  Except as set forth in Section  3.25(b) of the  MeriStar
Disclosure  Letter,  and except for matters which would not,  individually or in
the  aggregate,  reasonably  be  expected to have a Material  Adverse  Effect on
MeriStar or to  materially  and  adversely  affect the use or occupancy  (or, if
applicable,  any proposed  developments) of the MeriStar  Properties in a manner
which  would  reasonably  be  expected  to have a  Material  Adverse  Effect  on
MeriStar,  MeriStar has no knowledge  that any currently  required  certificate,
permit or license  (including  building  permits and  certificates of occupancy)
from any Governmental  Entity having jurisdiction over any MeriStar Property (to
the extent MeriStar has responsibility  for such certificate,  permit or license
under the  applicable  MeriStar  Lease) has not been  obtained or is not in full
force and effect or is subject to any pending modification or cancellation.

                   (c) Section  3.25(c) of the MeriStar  Disclosure  Letter sets
forth a complete and accurate list of all definitive  agreements made or entered
into by MeriStar or any of its Subsidiaries as of the date hereof,  (x) to sell,
mortgage,  pledge or  hypothecate  the  interest of  MeriStar  or such  MeriStar
Subsidiary in any MeriStar  Property,  which,  individually or in the aggregate,
are material,  or to otherwise  enter into a material  transaction in respect of
the  ownership  or  financing  of the  interest  of  MeriStar  or such  MeriStar
Subsidiary  in any MeriStar  Property and (y) to purchase real property to which
MeriStar or any Subsidiary is a party.

                   (d)  Except as set forth in Section  3.25(d) of the  MeriStar
Disclosure Letter,  none of MeriStar's fee or leasehold  interests in any of the
MeriStar  Properties is subject to any outstanding  purchase options,  rights of
first refusal,  rights of first offer or similar rights,  other than such rights
which would not  reasonably  be expected  to have a Material  Adverse  Effect on
MeriStar,  nor  has  MeriStar  or any  of  its  Subsidiaries  entered  into  any
outstanding contracts with others for the sale, mortgage, pledge, hypothecation,
assignment,  sublease or lease of any material portion of the MeriStar  Property
or  MeriStar's  interest  therein  or other  transfer  of all or any part of any
MeriStar  Property  or  MeriStar's  interest  therein,  except for (i) leases or
subleases  entered into in the ordinary  course of business for  long-term  stay
rental  units,  newsstands,  gift shops,  restaurants  and other  establishments

                                       29
<PAGE>

customarily  located in hotel properties,  (ii) leases and subleases of rooftops
and other portions of the MeriStar  Properties for  telecommunications  purposes
and (iii) other leases,  subleases and similar agreements the existence of which
would not,  individually  or in the  aggregate,  be  expected to have a Material
Adverse Effect on MeriStar (collectively, "MeriStar Ordinary Course Leases").

                   (e) The  leases  underlying  the leased  MeriStar  Properties
referenced   in  Section   3.25(a)(i)   of  the   MeriStar   Disclosure   Letter
(collectively,  the  "MeriStar  Leases")  are  accurately  set forth in  Section
3.25(e) of the MeriStar Disclosure Letter. Each of the MeriStar Leases is valid,
binding  and in full force and effect as against  MeriStar  or its  Subsidiaries
and, to MeriStar's knowledge,  as against the other party thereto, except to the
extent  the  failure  to be  binding  and in full  force  and  effect  would not
reasonably be expected to have a Material Adverse Effect on MeriStar. There does
not exist under any of the MeriStar Leases any default or event of default, and,
to MeriStar's  knowledge,  no event has occurred which,  with notice or lapse of
time or both,  would  constitute  such a default or event of default,  except as
would not, individually or in the aggregate, be reasonably expected to result in
a Material Adverse Effect on MeriStar.

                   (f) Section  3.25(f) to the MeriStar  Disclosure  Letter sets
forth  a  list  of the  hotel  franchise  agreements  (the  "MeriStar  Franchise
Agreements")  under  which  MeriStar  is a  franchisee.  Each  of  the  MeriStar
Franchise  Agreements is valid,  binding and in full force and effect (except to
the extent the  failure  to be binding  and in full force and effect  would not,
individually or in the aggregate, reasonably be expected to result in a Material
Adverse Effect on MeriStar).  There are no defaults under the MeriStar Franchise
Agreements  by MeriStar or, to the  knowledge  of  MeriStar,  by any other party
thereto,  nor have any  events  occurred  which  with the  giving  notice or the
passage  of time or both  would  constitute  such a default  or event of default
thereunder,  except  as would  not,  individually  or in the  aggregate,  have a
Material Adverse Effect on MeriStar.

                   (g) Section  3.25(g) of the MeriStar  Disclosure  Letter sets
forth all material leases, subleases, licenses, time-share and other agreements,
other than MeriStar  Ordinary Course Leases  (collectively,  the "MeriStar Space
Leases"),  granting to any person or entity other than MeriStar any right to the
possession,  use,  occupancy  or enjoyment  of the  MeriStar  Properties  or any
portion thereof.  Each MeriStar Space Lease is valid,  binding and in full force
and  effect,  all rent and  other  sums and  charges  payable  by the  tenant or
occupant  thereunder  (a "MeriStar  Space  Tenant")  are  current,  no notice of
default  or  termination  under any  MeriStar  Space  Lease is  outstanding,  no
termination event or condition or uncured default on the part of MeriStar or, to
the knowledge of MeriStar,  the MeriStar Space Tenant, exists under any MeriStar
Space Lease,  and no event has occurred and no condition  exists that,  with the
giving of notice or the lapse of time, or both,  would constitute such a default
or  termination  event or  condition,  except where such  default,  termination,

                                       30
<PAGE>

termination event,  condition or failure to be valid,  binding and in full force
and  effect,  individually  or in the  aggregate,  has  not had  and  could  not
reasonably be expected to have a Material Adverse Effect on MeriStar.

                   (h) MeriStar or the MeriStar Subsidiaries owns or own, as the
case may be, good and valid title to all of its material  tangible  property and
assets  (other than the MeriStar  Properties)  used in, held for use in or which
are  necessary  for  the  conduct  of the  business  of  MeriStar  as  currently
conducted,  except  where  the  failure  to hold  good and  valid  title to such
property and assets,  individually  or in the aggregate,  has not had, and could
not reasonably be expected to have a Material Adverse Effect on MeriStar.

                   (i) MeriStar has not received notice of and, to the knowledge
of  MeriStar,  there is no  pending,  threatened  or  contemplated  condemnation
proceeding  affecting the MeriStar Property or any part thereof, nor any sale or
other  disposition  of the  MeriStar  Property  or any part  thereof  in lieu of
condemnation.  No portion of the  MeriStar  Property  has  suffered any material
damage  by fire or  other  casualty  that  has not  heretofore  been  completely
repaired and restored,  except as, individually or in the aggregate, has not had
and could not  reasonably  be  expected  to have a  Material  Adverse  Effect on
MeriStar.

                   (j)    MeriStar   has   made   available   to   ASC   or  its
representatives copies of the MeriStar Leases and the MeriStar Space Leases that
are true, correct and complete in all material respects.

                   (k)  Neither MeriStar nor any of the MeriStar Subsidiaries is
engaged in any real estate  development  projects except as set forth in Section
3.25(k) of the MeriStar Disclosure Letter.

                   (l)  For purposes of the  representations  and  warranties of
MeriStar  relating to the MeriStar  Properties,  a "Material  Adverse  Effect on
MeriStar"  shall not include any effect on MeriStar  arising  from the  entering
into and performance in accordance with the terms of the MeriStar-REIT Agreement
Amendments and associated agreements,  provided that the MeriStar-REIT Agreement
Amendments and associated agreements are in compliance with the requirements set
forth in Section 5.10(f) of the MeriStar Disclosure Letter; and provided further
that any effect on  MeriStar  resulting  from the  failure of the  MeriStar-REIT
Amendments  to be  performed  in  accordance  with  the  terms  thereof  may  be
considered in  determining  whether there has been a Material  Adverse Effect on
MeriStar.   Following  the  effective  time  of  the   MeriStar-REIT   Agreement
Amendments,  each  management  or  other  similar  contract  resulting  from the
MeriStar-REIT  Agreement  Amendments  with  respect  to each  of the  properties
subject  to the  MeriStar-REIT  Agreement  Amendments  shall be deemed to be set
forth in Section 3.12 of the MeriStar Disclosure Letter.

                                       31
<PAGE>

                   Section   3.26  No  Payments  to  Employees,   Officers  or
Directors.  Except  as set  forth in  Section  3.26 of the  MeriStar  Disclosure
Letter,  there are no cash or non-cash  payments that will become payable to any
employee, officer or director of MeriStar or any MeriStar Subsidiary as a result
of the Merger or the  transactions  contemplated  by this  Agreement.  Except as
otherwise  provided for in this Agreement or as set forth in Section 3.26 of the
MeriStar  Disclosure  Letter,  there is no employment  or severance  contract or
other  agreement  requiring  payments,  cancellation  of  indebtedness  or other
obligation  to be made upon a change of  control  of  MeriStar  or any  MeriStar
Subsidiary  or  otherwise  as a  result  of  the  consummation  of  any  of  the
transactions  contemplated  by this  Agreement,  with  respect to any  employee,
officer or director of MeriStar or any MeriStar Subsidiary.

                    Section 3.27  Potential  Conflicts of Interest.  Except as
set forth in Section 3.27 of the MeriStar  Disclosure  Letter or in the MeriStar
SEC Reports, to the knowledge of the MeriStar, no officer, director or affiliate
of MeriStar or any  MeriStar  Subsidiary,  and no relative or spouse of any such
officer,  director or affiliate: (a) owns, directly or indirectly,  any interest
in (excepting less than 1% stock holdings for investment  purposes in securities
of publicly held and traded companies), or is an officer, director,  employee or
consultant  of, any person that is, or is engaged in business as, a  competitor,
lessor, lessee, supplier,  distributor, sales agent or customer of, or lender to
or  borrower  from,  MeriStar  or any of the  MeriStar  Subsidiaries;  (b) owns,
directly or indirectly, in whole or in part, any material tangible or intangible
property that MeriStar or any of the MeriStar  Subsidiaries uses in the ordinary
conduct  of its  business;  or (c)  has any  cause  of  action  or  other  claim
whatsoever  against,  or owes any amount  to,  MeriStar  or any of the  MeriStar
Subsidiaries,  except for claims in the ordinary  course of business such as for
accrued vacation pay, accrued benefits under MeriStar Benefit Plans, and similar
matters and agreements arising in the ordinary course of business.

                    Section 3.28 Registration  Rights.  Except as set forth in
Section  3.28 of the  MeriStar  Disclosure  Letter,  no person  has any right to
require the  registration  of any shares of MeriStar  Common  Stock or any other
securities of MeriStar or any MeriStar Subsidiary.

                    Section  3.29  Investment  Company  Act of  1940.  Neither
MeriStar nor any of the MeriStar  Subsidiaries is, or at the Effective Time will
be,  required to be  registered  under the  Investment  Company Act of 1940 (the
"1940 Act").

                                       32
<PAGE>

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES
                              OF ASC AND MERGER SUB

                    Each  of ASC and  Merger  Sub  represents  and  warrants  to
MeriStar that:

                   Section 4.1 Organization and Qualification; Subsidiaries.

                   (a) Each of ASC, Merger Sub, and each other subsidiary of ASC
(collectively,  the "ASC  Subsidiaries")  (i) has  been  duly  organized  and is
validly  existing and in good standing under the laws of the jurisdiction of its
incorporation or organization,  as the case may be, (ii) has the requisite power
and authority and all necessary governmental approvals to own, lease and operate
its  properties  and to carry on its business as it is now being  conducted  and
(iii) is duly qualified or licensed to do business,  and is in good standing, in
each  jurisdiction  where  the  character  of the  properties  owned,  leased or
operated  by it or the  nature  of its  business  makes  such  qualification  or
licensing  necessary,  except  for  such  failures  to  have  such  governmental
approvals  or to be  so  qualified  or  licensed  and  in  good  standing  that,
individually or in the aggregate,  have not resulted and could not reasonably be
expected to result in a Material Adverse Effect on ASC.

                   (b) Section  4.1(b)(i) of the disclosure  letter  prepared by
ASC, dated the date hereof and delivered by ASC to MeriStar (the "ASC Disclosure
Letter")  sets  forth a  complete  and  accurate  list of each  ASC  Subsidiary,
together with its jurisdiction of  incorporation or organization.  Except as set
forth in Section  4.1(b)(ii) of the ASC Disclosure  Letter,  neither ASC nor any
ASC Subsidiary holds any interest in any person other than the ASC Subsidiaries.

                   (c) Section  4.1(c) of the ASC  Disclosure  Letter lists each
ASC Subsidiary that is a "Restricted Subsidiary," as such term is defined in the
Indenture,  dated as of June 28, 1996 (as amended and  supplemented  through the
date  hereof,  the  "ASC  Notes  Indenture"),   relating  to  ASC's  12%  Senior
Subordinated Notes due 2006 (the "ASC Notes").

                   (d) Section  4.1(d) of the ASC  Disclosure  Letter lists each
ASC Subsidiary that is an "Unrestricted  Subsidiary," as such term is defined in
the ASC Notes Indenture.

                   (e) Section  4.1(e) of the ASC  Disclosure  Letter lists each
ASC Subsidiary  that is a "Real Estate  Subsidiary,"  as such term is defined in
the ASC Notes Indenture.

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<PAGE>
                   (f) Section  4.1(f) of the ASC  Disclosure  Letter  lists the
items of  "Indebtedness"  (as such term is defined  in the ASC Notes  Indenture)
that have an outstanding  principal  balance in excess of $100,000,  of each ASC
Subsidiary  listed  on  Section  4.1(b)(i)  of the ASC  Disclosure  Letter  that
qualifies as "Non-Recourse Real Estate Debt" (as such term is defined in Section
1.01 of the ASC Notes Indenture).

                   (g) Section  4.1(g) of the ASC  Disclosure  Letter lists each
ASC Subsidiary that is a "Restricted Subsidiary," as such term is defined in the
Amended and Restated and Consolidated Credit Agreement,  dated as of October 12,
1999 and amended on March 6, 2000,  among ASC,  other  borrowers  named therein,
Fleet  National  Bank and the lenders  named  therein  (the "ASC  Senior  Credit
Facility").

                   (h) Section  4.1(h) of the ASC  Disclosure  Letter lists each
ASC Subsidiary that is an "Unrestricted  Subsidiary" (as such term is defined in
the ASC Senior Credit Facility).

                   (i) Section  4.1(f) of the ASC  Disclosure  Letter  lists all
material  "Indebtedness"  (as such term is defined  in the ASC Notes  Indenture)
which is non-recourse to any "Restricted Subsidiary" (as such term is defined in
the ASC Notes Indenture).

                    Section 4.2  Certificate of Incorporation  and Bylaws.  The
copies of ASC's certificate of incorporation and bylaws, each as amended through
the date of this Agreement that are exhibits to ASC's annual report on Form 10-K
dated for the year ended July 30, 2000 are complete and correct  copies of those
documents.  Such  certificate  of  incorporation  and bylaws and all  comparable
organizational  documents of the ASC  Subsidiaries are in full force and effect.
ASC is not  in  violation  of any of  the  provisions  of  such  certificate  of
incorporation or bylaws.

                    Section 4.3    Capitalization.

                   (a)  As of the  date  hereof  and  immediately  prior  to the
completion of the  transactions  contemplated  by Sections  6.3(f)(i),  (ii) and
(iii), the authorized capital stock of ASC consists of (i) 115,500,000 shares of
common stock,  par value $0.01 per share,  of which (1)  15,000,000  shares have
been designated common stock, Class A, par value $0.01 per share (the "ASC Class
A Common  Stock"),  and (2)  100,000,000  shares have been designated ASC Common
Stock, (ii) 500,000 shares of Serial Preferred Stock, par value $0.01 per share,
of which (1) 40,000  shares  have been  designated  10.5%  Repriced  Convertible
Exchangeable  Preferred  Stock,  liquidation  value  $1,000  per share (the "ASC
Series A Preferred  Stock"),  and (2) 150,000 shares have been  designated  8.5%
Series B Convertible Participating Preferred Stock, liquidation value $1,000 per
share  (the "ASC  Series B  Preferred  Stock").  As of  October  31,  2000,  (i)
15,708,633 shares of ASC Common Stock were issued and outstanding,  all of which
were  validly  issued  and are fully  paid,  nonassessable  and not  subject  to
preemptive  rights;  (iii)  100  shares  of ASC  Common  Stock  were held in the
treasury of ASC or by the ASC Subsidiaries;  (iv) 5,113,319 shares of ASC Common
Stock were reserved for issuance upon exercise of outstanding ASC Stock Options;
(v) 36,626  shares of ASC Series A Preferred  Stock were issued and  outstanding
(which were convertible into 1,306,943 shares of ASC Common Stock), all of which
were  validly  issued  and are fully  paid,  nonassessable  and not  subject  to
preemptive  rights;  (vi)  150,000  shares of ASC Series B Preferred  Stock were
issued and  outstanding,  all of which were  validly  issued and are fully paid,
nonassessable and not subject to preemptive  rights; and (vii) 14,760,530 shares
of ASC Class A Common Stock were issued and outstanding  (which were convertible
into  14,760,530  shares of ASC Common Stock),  all of which were validly issued
and are fully paid,  nonassessable and not subject to preemptive rights.  Except

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<PAGE>

as set forth above,  as of October 31, 2000, no shares of capital stock or other
voting securities of ASC were issued,  reserved for issuance or outstanding and,
since  such date,  no shares of  capital  stock or other  voting  securities  or
options in respect  thereof  have been issued  except  upon the  exercise of ASC
Stock Options outstanding on such date. Together,  the ASC Common Stock, the ASC
Class A  Common  Stock  and the ASC  Preferred  Stock  are  referred  to in this
Agreement as the "ASC Shares".

                   (b) As of October 31, 2000, an aggregate of 5,113,319 options
to purchase  shares of ASC Common Stock ("ASC Stock  Options") have been granted
by ASC and are outstanding under the 1997 Stock Option Plan (as amended to date,
the "ASC Option Plan").  Except (i) for the warrants and transactions  described
in Section  5.10(l),  (ii) as set forth in Section  4.3(a),  (iii) for ASC Stock
Options to  purchase  an  aggregate  of  5,485,088  shares of ASC  Common  Stock
outstanding or available for grant under the ASC Option Plan and (iv) agreements
or arrangements set forth in Section 4.3(b) of the ASC Disclosure Letter,  there
are no options,  warrants,  calls, conversion rights, stock appreciation rights,
redemption rights, repurchase rights or other rights,  agreements,  arrangements
or commitments of any character to which ASC is a party or by which ASC is bound
relating to the issued or unissued  capital stock of ASC,  Merger Sub or any ASC
Subsidiary or obligating  ASC, Merger Sub or any ASC Subsidiary to issue or sell
any  shares of  capital  stock of,  other  equity  interests  in, or  securities
exchangeable  for or convertible into the capital stock or other equity interest
in ASC, Merger Sub or any ASC  Subsidiary.  Section 4.3(b) of the ASC Disclosure
Letter  accurately and completely  sets forth, as of the date of this Agreement,
(x) the persons to whom ASC Stock  Options have been  granted,  (y) the exercise
price for ASC Stock  Options  held by each such person and (z) whether  such ASC
Stock  Options are subject to vesting  and, if subject to vesting,  the dates on
which each of those ASC Stock Options vest.

                   (c) All shares of ASC Common Stock issued are, and all shares
of ASC Common  Stock  subject to issuance  will be, upon  issuance  prior to the
Effective Time on the terms and conditions  specified in the  instruments  under
which  they  are  issuable,   duly  authorized,   validly  issued,  fully  paid,
nonassessable and will not be subject to preemptive rights.  Except as set forth
in Section  4.3(c) of the ASC  Disclosure  Letter,  (i) there are no outstanding

                                       35
<PAGE>

contractual  obligations of ASC, Merger Sub or any ASC Subsidiary to repurchase,
redeem or otherwise  acquire any shares of ASC Common Stock or any capital stock
of Merger  Sub or any ASC  Subsidiary;  (ii) each  outstanding  share of capital
stock of each ASC Subsidiary is duly  authorized,  validly  issued,  fully paid,
nonassessable  and not subject to preemptive rights and each such share owned by
ASC or an ASC Subsidiary is free and clear of all Liens;  and (iii) there are no
outstanding  material  contractual  obligations  of ASC,  Merger  Sub or any ASC
Subsidiary to provide funds to, or make any  investment  (in the form of a loan,
capital  contribution  or otherwise) in, any ASC  Subsidiary  that is not wholly
owned by ASC or in any other person.

                   (d) The  authorized  capital  stock of Merger Sub consists of
1,000  shares  of common  stock,  par value  $0.01  per share  (the "Sub  Common
Stock").  All of the issued and outstanding shares of Sub Common Stock are owned
directly  by ASC and  are  duly  authorized,  validly  issued,  fully  paid  and
nonassessable.

                    Section 4.4    Authority.

                   (a) Each of ASC and  Merger Sub has all  necessary  corporate
power and authority to execute and deliver this Agreement  and,  subject only to
(i) the adoption and approval of this Agreement and approval of the transactions
contemplated  by this  Agreement and the ASC  Voting/Recapitalization  Agreement
(including  the  issuances  of ASC Common  Stock and New ASC Series A  Preferred
Stock in  connection  with such  transactions)  by holders of a majority  of the
outstanding shares of ASC Common Stock (including those issuable upon conversion
of ASC  Class A Common  Stock,  ASC  Series A  Preferred  Stock or ASC  Series B
Preferred  Stock,  voting  on an  as-converted  basis),  (ii) the  adoption  and
approval of the amendments to the certificate of incorporation and bylaws of ASC
as provided in Sections 1.6 and 1.8 of this Merger  Agreement and Section 3.6(a)
of the ASC  Voting/Recapitalization  Agreement  by holders of a majority  of the
outstanding shares of ASC Common Stock (including those issuable upon conversion
of ASC  Class A Common  Stock,  ASC  Series A  Preferred  Stock or ASC  Series B
Preferred  Stock,  voting  on an  as-converted  basis)  (iii) the  adoption  and
approval of the amendments to the certificate of incorporation and bylaws of ASC
as provided in Sections 1.6 and 1.8 of this Merger  Agreement and Section 3.6(a)
of the ASC  Voting/Recapitalization  Agreement and approval of the  transactions
contemplated  by the  ASC  Voting/Recapitalization  Agreement  by  holders  of a
majority of the outstanding  shares of ASC Series A Preferred Stock (voting as a
single  class),  (iv)  the  adoption  and  approval  of  the  amendments  to the
certificate of  incorporation  and bylaws of ASC as provided in Sections 1.6 and
1.8   of   this   Merger    Agreement   and   Section    3.6(a)   of   the   ASC
Voting/Recapitalization  Agreement and the transactions  contemplated by the ASC
Voting/Recapitalization  Agreement  by holders of a majority of the  outstanding
shares of ASC Series B Preferred  Stock  (voting as a single  class) and (v) the
election  of ASC  directors  as  required  by the ASC  Voting/  Recapitalization
Agreement (the proposals  described in (i)-(v) above, the "ASC  Proposals",  and
the affirmative  votes described in (i)-(v) above, the "Requisite ASC Vote"), to
perform its  obligations  under this  Agreement and to consummate the Merger and
the other transactions  contemplated by this Agreement to be consummated by each
of ASC and Merger Sub. The execution  and delivery of this  Agreement by each of
ASC and  Merger Sub and the  consummation  by each of ASC and Merger Sub of such
transactions  have been duly and validly  authorized by all necessary  corporate
action and no other corporate proceedings on the part of ASC, any ASC Subsidiary
or Merger Sub are necessary to authorize  this  Agreement or to consummate  such
transactions,  other than  approval of the ASC  Proposals by the  Requisite  ASC
Vote. This Agreement has been duly authorized and validly executed and delivered
by each of ASC and  Merger  Sub and  constitutes  a  legal,  valid  and  binding
obligation  of each of ASC and Merger Sub,  enforceable  against each of ASC and
Merger Sub in accordance with its terms.

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<PAGE>

                   (b) The Board of Directors of ASC (i) has unanimously adopted
the plan of merger set forth in this  Agreement and approved this  Agreement and
the other transactions contemplated by this Agreement and (ii) has declared that
the Merger and this Agreement and the other  transactions  contemplated  by this
Agreement are advisable and in the best  interests of ASC and the holders of ASC
Common Stock.

                    Section 4.5    No Conflicts.

                   (a)  Except  as set  forth  in  Section  4.5(a)  of  the  ASC
Disclosure  Letter,  the  execution  and  delivery of this  Agreement by ASC and
Merger Sub do not,  and the  performance  of this  Agreement  by each of ASC and
Merger Sub will not:

                  (i)   conflict   with  or  violate  any   provision  of  ASC's
         certificate of incorporation or bylaws or any comparable organizational
         documents of any ASC Subsidiary;

                  (ii) assuming that all consents, approvals, authorizations and
         other  actions  set forth in  Section  4.6 have been  obtained  and all
         filings,  applications  and  obligations  set forth in Section 4.6 have
         been made,  conflict with or violate any Law applicable to ASC,  Merger
         Sub or any ASC  Subsidiary  or by which any  property  or asset of ASC,
         Merger Sub or any ASC Subsidiary is or may be bound or affected, except
         for any such  conflicts  or  violations  that,  individually  or in the
         aggregate,  have not resulted and could not  reasonably  be expected to
         result in a Material Adverse Effect on ASC; or

                  (iii)  result in any breach of or  constitute a default (or an
         event  which  with or  without  notice  or lapse of time or both  would
         become a default)  under,  or give to others any right of  termination,
         amendment,  acceleration or cancellation  of, or result in the creation
         of a Lien on any  property  or asset  of ASC,  Merger  Sub,  or any ASC
         Subsidiary  under,  any  Contract  to which ASC,  Merger Sub or any ASC
         Subsidiary is a party or by which any of

                                       37
<PAGE>

         them or their  assets  or  properties  is or may be bound or  affected,
         except for any such  breaches,  defaults  or other  occurrences  which,
         individually  or in the  aggregate,  have not  resulted  and  could not
         reasonably be expected to result in a Material Adverse Effect on ASC.

                   (b) Section 4.5(b) of the ASC Disclosure  Letter sets forth a
correct and complete  list of Contracts to which ASC or any ASC  Subsidiary is a
party or by which any of them or their assets or  properties  is or may be bound
or  affected  under which  consents  or waivers are or may be required  prior to
consummation  of or  as a  result  of  the  transactions  contemplated  by  this
Agreement  in order to avoid any breach of or  constitute a default (or an event
which with  notice or lapse of time or both would  become a default)  under,  or
give to others any right of termination, amendment, acceleration or cancellation
of any such Contract,  or result in the creation of a Lien or other  Encumbrance
on  any  property  or  asset  of  ASC  or any  ASC  Subsidiary,  which  default,
termination,  amendment,  acceleration,  Lien or Encumbrance could reasonably be
expected to have a Material Adverse Effect on ASC.

                    Section 4.6 Required  Filings and  Consents.  Except as set
forth in Section 4.6 of the ASC Disclosure Letter, the execution and delivery of
this  Agreement  by ASC and  Merger  Sub do not,  and  the  performance  of this
Agreement  by ASC and  Merger  Sub will  not,  require  any  consent,  approval,
authorization  or permit of, or filing with or notification to, any Governmental
Entity except (i) for applicable  requirements  of the Exchange Act,  applicable
requirements  of the Securities Act,  applicable  requirements of Blue Sky Laws,
the rules and  regulations  of the NYSE,  applicable  requirements  of  Takeover
Statutes,  applicable state environmental  statutes, the pre-merger notification
requirements of the HSR Act, (ii) for the filing of the Certificate of Merger as
required by the DGCL and (iii) where failure to obtain such consents, approvals,
authorizations   or  permits,   or  to  make  such  filings  or   notifications,
individually or in the aggregate,  have not resulted and could not reasonably be
expected to result in a Material Adverse Effect on ASC.

                    Section 4.7  Permits;  Compliance  with Law.  Except as set
forth  in  Section  4.7 of the ASC  Disclosure  Letter,  each of ASC and the ASC
Subsidiaries  is  in  possession  of  all  franchises,  grants,  authorizations,
licenses, permits, easements,  variances,  exceptions,  consents,  certificates,
approvals  and orders of any  Governmental  Entity  necessary for ASC or any ASC
Subsidiary to own,  lease and operate its properties or to carry on its business
as it is now being conducted,  including,  without  limitation,  the U.S. Forest
Service Permits (collectively,  the "ASC Permits"),  except where the failure to
have any of the ASC Permits,  individually or in the aggregate, has not resulted
and could not  reasonably be expected to result in a Material  Adverse Effect on
ASC, and, as of the date of this Agreement, no suspension or cancellation of any
of ASC Permits is pending or, to the knowledge of ASC, threatened,  except where
the failure to have, or the suspension or  cancellation  of, any of ASC Permits,
individually  or in the aggregate,  has not resulted and could not reasonably be
expected to result in a Material  Adverse Effect on ASC. Neither ASC nor any ASC
Subsidiary  is in  conflict  with,  or in default or  violation  of, (i) any Law

                                       38
<PAGE>

applicable to ASC or any ASC Subsidiary or by which any property or asset of ASC
or any ASC  Subsidiary  is or may be bound or affected or (ii) any ASC  Permits,
except for any such conflicts,  defaults or violations that,  individually or in
the aggregate,  have not resulted and could not reasonably be expected to result
in a Material Adverse Effect on ASC.

                    Section 4.8    SEC Filings; Financial Statements.

                   (a) ASC has filed all forms, reports,  schedules,  statements
and other documents (including all exhibits, annexes, supplements and amendments
to such  documents)  required to be filed by it under the  Exchange  Act and the
Securities  Act since  September  1,  1998  through  the date of this  Agreement
(collectively,  as amended and  supplemented to date, the "ASC SEC Reports") and
ASC has made  available  to MeriStar  each ASC SEC Report.  The ASC SEC Reports,
including any financial statements or schedules included or incorporated therein
by  reference,  at the time they were filed and all forms,  reports,  schedules,
statements  and  other  documents  filed  with  the SEC  after  the date of this
Agreement and prior to the Effective  Time, at the time they will be filed,  (i)
complied or will comply, as the case may be, in all material respects,  with the
requirements  of the Exchange Act or the Securities Act or both, as the case may
be,  applicable  to those ASC SEC  Reports  and (ii) did not or will not, as the
case may be, contain any untrue  statement of a material fact or omit to state a
material fact required to be stated or necessary in order to make the statements
made in those ASC SEC  Reports,  in the light of the  circumstances  under which
they were made,  not  misleading.  No ASC  Subsidiary is subject to the periodic
reporting  requirements of the Exchange Act or is otherwise required to file any
documents with the SEC or any national  securities exchange or quotation service
or comparable Governmental Entity.

                   (b) Each of the  consolidated  balance sheets  included in or
incorporated  by reference  into the ASC SEC Reports and in any form,  report or
document  filed after the date of this Agreement and prior to the Effective Time
(including in each case,  the related notes and schedules)  fairly  presented or
will present,  as the case may be, in all material  respects,  the  consolidated
financial  position  of ASC as of the  dates  set  forth in  those  consolidated
balance sheets in accordance with GAAP. Each of the  consolidated  statements of
income and of cash flows included in or  incorporated  by reference into the ASC
SEC  Reports and in any form,  report or  document  filed after the date of this
Agreement and prior to the Effective  Time  (including in each case, any related
notes and schedules) fairly presented or will present as the case may be, in all
material respects, the consolidated results of operations and cash flows, as the
case may be, of ASC and the  consolidated  ASC  Subsidiaries for the periods set
forth in those consolidated  statements of income and of cash flows (subject, in
the case of unaudited quarterly  statements,  to notes and normal year-end audit
adjustments  that will not be  material  in amount or  effect),  in each case in
conformity with GAAP (except, in the case of unaudited quarterly statements,  as
permitted by Form 10-Q of the SEC) consistently  applied  throughout the periods

                                       39
<PAGE>

indicated.  All of such balance sheets and statements complied as to form in all
material respects with applicable accounting requirements and with the published
rules and regulations of the SEC with respect thereto.


                   (c) Except as and to the extent set forth on the consolidated
balance sheet of ASC and the  consolidated  ASC Subsidiaries as of July 30, 2000
including  the  related  notes,  neither  ASC  nor any  ASC  Subsidiary  has any
liabilities or obligations of any nature (whether accrued, absolute,  contingent
or  otherwise)  that would be required to be reflected on a balance  sheet or in
the related notes prepared in accordance  with GAAP,  except for  liabilities or
obligations  incurred in the  ordinary  course of  business  since July 30, 2000
that,  individually  or in the  aggregate,  have  not  resulted  and  could  not
reasonably be expected to result in a Material Adverse Effect on ASC.

                    Section 4.9    Absence of Certain Changes or Events.

                   (a)  Except  as (i) set  forth in  Section  4.9(a) of the ASC
Disclosure  Letter,  (ii)  disclosed  in the ASC SEC Reports  filed with the SEC
since July 30, 2000 and which have been filed and are publicly  available  prior
to the date of this Agreement  (the "ASC Filed SEC Reports") or (iii)  permitted
pursuant to Section 5.2,  since July 30, 2000,  (A) ASC,  Merger Sub and the ASC
Subsidiaries  have conducted their businesses only in the ordinary course and in
a manner  consistent  with past  practice,  (B) there has not been any  Material
Adverse Effect on ASC and (C) there has not been:

                  (i) any  damage,  destruction  or  other  casualty  loss  with
         respect to any asset or property owned,  leased or otherwise used by it
         or any ASC  Subsidiaries,  whether or not covered by  insurance,  which
         damage,  destruction or loss,  individually  or in the  aggregate,  has
         resulted  or could  reasonably  be  expected  to result  in a  Material
         Adverse Effect on ASC;

                  (ii) any material change by ASC in its or any ASC Subsidiary's
         accounting  methods,  principles  or  practices  except  as a result of
         changes in GAAP;

                  (iii)  any  declaration,  setting  aside  or  payment  of  any
         dividend or  distribution  in respect of ASC Shares or any  redemption,
         purchase or other acquisition of any of ASC's securities;

                  (iv)  any  increase  in  the   compensation   or  benefits  or
         establishment   of   any   bonus,   insurance,    severance,   deferred
         compensation,   pension,  retirement,   profit  sharing,  stock  option
         (including,  the granting of stock options,  stock appreciation rights,
         performance awards or restricted stock awards), stock purchase or other
         employee benefit plan, or any other increase in

                                       40
<PAGE>

         the compensation payable or to become payable to any executive officers
         of ASC or any ASC Subsidiary  except in the ordinary course of business
         consistent with past practice or except as required by applicable Law;

                  (v)  (A)  any  incurrence  or  assumption  by ASC  or any  ASC
         Subsidiary of any indebtedness for borrowed money or (B) any guarantee,
         endorsement  or other  incurrence or  assumption of material  liability
         (whether  directly,  contingently  or  otherwise)  by ASC  or  any  ASC
         Subsidiary  for the  obligations  of any other  person  (other than any
         wholly-owned  ASC  Subsidiary),  other than in the  ordinary  course of
         business  consistent with past practice and  individually not in excess
         of $250,000;

                  (vi) any creation or assumption  by ASC or any ASC  Subsidiary
         of any Lien on any material asset of ASC or any ASC  Subsidiary,  other
         than in the ordinary course of business, consistent with past practice;

                  (vii) any making of any loan, advance or capital  contribution
         to or investment in any person by ASC or any ASC Subsidiary (other than
         to ASC or an ASC  Subsidiary),  other  than in the  ordinary  course of
         business,  consistent with past practice and individually not in excess
         of $250,000; or

                  (viii) (A) any  contract or  agreement  entered into by ASC or
         any ASC Subsidiary relating to any material  acquisition or disposition
         of  any  assets  or  business  or  (B)  any  modification,   amendment,
         assignment  or  termination  of or  relinquishment  by ASC  or any  ASC
         Subsidiary  of any rights under any Contract  (including  any insurance
         policy  naming it as a  beneficiary  or a loss payable  payee) that has
         resulted or could reasonably be expected to result in,  individually or
         in  the  aggregate,  a  Material  Adverse  Effect  on  ASC  other  than
         transactions,  commitments,  contracts  or  agreements  in the ordinary
         course of business  consistent with past practice or those contemplated
         by this Agreement.

                    Section 4.10   Employee Benefit Plans; Labor Matters.

                   (a) Each employee benefit plan, program and arrangement,  and
each employment, termination, severance or other contract or agreement, to which
ASC or any of the ASC Subsidiaries is a party,  with respect to which ASC or any
of the ASC Subsidiaries has any obligation or which are maintained,  contributed
to or  sponsored  by ASC or any of the ASC  Subsidiaries  for the benefit of any
current  or  former  employee,  officer  or  director  of ASC or any of the  ASC
subsidiaries under which plan, program, arrangement, contract or agreement total
payments  of more  than  $100,000  may be  required  to be made by ASC or an ASC
Subsidiary  (collectively,  the "ASC  Benefit  Plans" ) are  listed  on  Section
4.10(a) of the ASC Disclosure Letter. Except for those matters listed on Section
4.10(a) of the ASC Disclosure Letter and such matters as, individually or in the

                                       41
<PAGE>

aggregate, have not and could not reasonably be expected to result in a Material
Adverse Effect on ASC:

                  (i) to the  knowledge  of ASC,  each ASC Benefit  Plan and any
         related trust intended to be qualified under Sections 401(a) and 501(a)
         of the Code has received a favorable  determination letter from the IRS
         that it is so  qualified,  and to the  knowledge  of ASC,  nothing  has
         occurred since the date of such letter that could materially  adversely
         affect the qualified status of such ASC Benefit Plan or related trust;

                  (ii) to the  knowledge of ASC,  each ASC Benefit Plan has been
         operated in accordance  with the terms and  requirements  of applicable
         Law,  and all  required  returns and filings for each ASC Benefit  Plan
         have been timely made;

                  (iii) to the knowledge of ASC,  neither ASC nor any of the ASC
         Subsidiaries  has  incurred  any direct or  indirect  liability  under,
         arising  out of or by  operation  of ERISA in  connection  with any ASC
         Benefit  Plan  or  other  retirement  plan or  arrangement,  and to the
         knowledge  of ASC,  no fact or event  exists that could  reasonably  be
         expected to give rise to any such liability;

                  (iv)  to the  knowledge  of  ASC,  all  contributions  due and
         payable  on or before the date  hereof in  respect of each ASC  Benefit
         Plan have been made in full and in proper form;

                  (v) to the  knowledge  of ASC,  neither ASC nor any of the ASC
         Subsidiaries  has ever sponsored or been obligated to contribute to any
         "multiemployer plan" (as defined in Section 3(37) of ERISA),  "multiple
         employer  plan" (as  defined  in Section  413 of the Code) or  "defined
         benefit plan" (as defined in Section 3(35) of ERISA);

                  (vi) except as otherwise  required  under ERISA,  the Code and
         applicable  Law, to the knowledge of ASC, no ASC Benefit Plan currently
         or previously maintained by ASC or any of the ASC Subsidiaries provides
         any post-retirement health or life insurance benefits in the future;

                  (vii) to the knowledge of ASC, all  reporting  and  disclosure
         obligations  imposed under ERISA and the Code have been  satisfied with
         respect to each ASC Benefit Plan; and

                  (viii) to the  knowledge  of ASC,  neither the  execution  and
         delivery of this  Agreement nor the  consummation  of the  transactions
         contemplated  hereby  will (A)  result in the  payment  of  separation,
         severance,  termination, "golden parachute" or similar-type benefits to
         any person,  (B)  materially  increase any benefits  otherwise  payable
         under any ASC Benefit Plan or otherwise,

                                       42
<PAGE>

         (C) result in any acceleration of the time of payment or vesting of any
         material  benefits,  (D)  trigger  a  requirement  for  funding  or the
         acceleration  of funding of any  material  benefits  or (E)  commence a
         period  during  which a  subsequent  termination  of  employment  by an
         employee of ASC or any ASC  Subsidiary  will entitle  such  employee to
         benefits in excess of what would  otherwise  have been  required in the
         absence of the transactions  contemplated  hereby. No benefit or amount
         payable  or  that  may  become  payable  by  ASC  or  any  of  the  ASC
         Subsidiaries  as a  result  of any  transaction  contemplated  by  this
         Agreement will  constitute an "excess  parachute  payment,"  within the
         meaning of Section 280G of the Code,  which is or may be subject to the
         imposition  of any excise tax under  Section  4999 of the Code or which
         would not be deductible by reason of Section 280G of the Code.

                   (b) To the  knowledge  of ASC,  each ASC  Benefit  Plan is in
writing,  and ASC has made available to MeriStar a complete and accurate copy of
each ASC Benefit Plan and a complete and accurate copy of each material document
prepared  in  connection  with each such ASC  Benefit  Plan,  including  without
limitation,  a copy of (i) each trust or other  funding  arrangement,  (ii) each
summary plan  description and summary of material  modification,  (iii) the most
recently filed IRS Form 5500, (iv) the most recently  received IRS determination
letter for each such Plan, and (v) the most recently  prepared  actuarial report
and financial statement in connection with each such Plan.

                   (c)  Except  as set  forth  in  Section  4.10(c)  of the  ASC
Disclosure  Letter,  to the  knowledge  of ASC,  neither  ASC nor any of the ASC
Subsidiaries is a party to, or is bound by, any collective bargaining agreement,
contract or other agreement or  understanding  with a labor union or other labor
union organization.  ASC has made available true, correct and complete copies of
all such  agreements to MeriStar.  Except as set forth in Section 4.10(c) of the
ASC Disclosure  Letter and except as individually  or in the aggregate,  has not
resulted and would not reasonably be expected to result,  in a Material  Adverse
Effect on ASC, (A) currently there are no organizational campaigns, petitions or
other  unionization  activities seeking  recognition of a collective  bargaining
unit  which  could  affect  ASC  or  any  ASC  Subsidiary;   (B)  there  are  no
controversies,  strikes,  slowdowns  or work  stoppages  pending or, to the best
knowledge of ASC,  after due inquiry,  threatened  between ASC or any of the ASC
Subsidiaries and any of their respective  employees,  and neither ASC nor any of
the ASC Subsidiaries has experienced any such controversy,  strike,  slowdown or
work  stoppage  within the past three  years;  (C) neither ASC or any of the ASC
Subsidiaries  has breached or otherwise  failed to comply with the provisions of
any  collective  bargaining  or  union  contract  and  there  are no  grievances
outstanding  against  ASC or any ASC  Subsidiary  under  any such  agreement  or
contract;  and (D) there are no unfair labor practice complaints pending against
ASC or any of the ASC Subsidiaries  before the National Labor Relations Board or
any other  Governmental  Entity or any current  union  representation  questions
involving employees of ASC or any of the ASC Subsidiaries.

                                       43
<PAGE>

                    Section  4.11 Tax Matters.  Neither ASC nor Merger Sub, nor
to the knowledge of ASC, any of ASC's affiliates has taken or agreed to take any
action,  nor is ASC aware of any  agreement,  plan or other  circumstance,  that
would or would prevent the Merger from constituting a transaction  qualifying as
a reorganization under Section 368(a) of the Code.

                    Section 4.12 Contracts;  Debt  Instruments.  Except for the
Contracts set forth in Section 4.12 of the ASC Disclosure Letter,  true, correct
and complete  copies of which have been made available to MeriStar,  there is no
Contract  that is material to the  business,  financial  condition or results of
operations  of ASC  and the  ASC  Subsidiaries  taken  as a  whole.  Each of the
Contracts to which ASC or an ASC  Subsidiary is a party or by which it or any of
its properties or assets is or may be bound or affected, constitutes a valid and
legally  binding  obligation  of ASC or such  ASC  Subsidiary  and of the  other
parties thereto,  enforceable in accordance with its terms, and is in full force
and  effect,  except  to the  extent  the  failure  to be so valid,  binding  or
enforceable,  individually or in the aggregate, has not and could not reasonably
be expected to result in a Material  Adverse Effect on ASC.  Except as set forth
in  Section  4.12  of the  ASC  Disclosure  Letter,  neither  ASC  nor  any  ASC
Subsidiary,  nor to ASC's knowledge,  any other person, is in violation of or in
default under (nor does there exist any condition which with the passage of time
or the giving of notice  would cause such a violation  of or default  under) any
Contract to which ASC or any ASC  Subsidiary is a party or by which it or any of
its  properties or assets is or may be bound or affected,  except for violations
or defaults that, individually or in the aggregate,  have not resulted and could
not  reasonably be expected to result in a Material  Adverse  Effect on ASC. Set
forth in  Section  4.12 of the ASC  Disclosure  Letter is a  description  of any
material  changes  to the amount  and terms of the  indebtedness  of ASC and the
consolidated  ASC  Subsidiaries  as  described  in the  notes  to the  financial
statements set forth as incorporated by reference in ASC's annual report on Form
10-K for the year ended July 30, 2000. Section 4.12 of the ASC Disclosure Letter
lists, as of October 31, 2000, with respect to (i) the ASC Notes Indenture, (ii)
the ASC Senior Credit  Facility,  (iii) the Second  Amended and Restated  Credit
Agreement, dated as of July 31, 2000, among ASC Resort Properties, Inc. ("Resort
Properties"),  Fleet and the lenders thereunder (the "Resorts Credit Facility"),
(v) the Loan and Security  Agreement among GSRP,  Textron Financial  Corporation
and the lenders thereunder, dated September 1, 1998 and amended on June 24, 1999
and April 5, 1999 (as amended,  the "Textron Facility" and (vi) the Statement of
Intention  and  Additional  Special  Financing  Agreement,  dated July 25, 2000,
between GSRP and Textron  Financial  Corporation  ( the "ASC  Subordinated  Loan
Facility" and, together with the ASC Senior Credit Facility,  the Resorts Credit
Facility and the Textron Facility,  the "ASC Credit  Agreements"):  (x) the size
and types of credit  facilities  available under each, (y) the principal amounts
drawn under each such credit facility and (z) the principal amounts available to
be drawn under each such credit facility.

                                       44
<PAGE>

                    Section  4.13  Litigation.  Except as set forth in  Section
4.13 of the ASC  Disclosure  Letter,  and except as  disclosed  in ASC Filed SEC
Reports,  there is no  uninsured  Claim  pending  or, to the  knowledge  of ASC,
threatened  against ASC or any ASC  Subsidiary  before any  Governmental  Entity
that, if adversely determined, individually or in the aggregate, has resulted or
could  reasonably  be  expected to result in a Material  Adverse  Effect on ASC.
Neither ASC nor any ASC Subsidiary is subject to any  outstanding  order,  writ,
injunction or decree which,  individually  or in the aggregate,  has resulted or
could reasonably be expected to result in a Material Adverse Effect on ASC.

                    Section  4.14  Environmental  Matters.  Except  as has  not
resulted and could not  reasonably  be expected to result in a Material  Adverse
Effect on ASC and as set forth in Section 4.14 of the ASC  Disclosure  Letter or
as disclosed in ASC Filed SEC Reports:

                   (a) ASC and the ASC  Subsidiaries  (i) are in compliance with
all  Environmental  Laws,  (ii) hold all necessary  Environmental  Permits under
those  Environmental  Laws and (iii) are in  compliance  with  their  respective
Environmental Permits;

                   (b)  neither  ASC nor any ASC  Subsidiary  has  received  any
written  requests  for  information,  or been  notified in writing  that it is a
potentially  responsible  party,  under CERCLA, or any similar Law of any state,
locality or any other jurisdiction;

                   (c) neither ASC nor any ASC  Subsidiary  has entered  into or
agreed to any consent  decree or order or is subject to any judgment,  decree or
judicial order relating to compliance  with  Environmental  Laws,  Environmental
Permits or the  investigation,  sampling,  monitoring,  treatment,  remediation,
removal or cleanup of  hazardous  materials  and,  to the  knowledge  of ASC, no
investigation,  litigation or other  proceeding  is pending or  threatened  with
respect thereto,  and no condition exists on any property  currently or formerly
owned  or  operated  by  ASC  that  is   reasonably   likely  to  lead  to  such
investigation, litigation or proceeding;

                   (d) none of the real property  currently or formerly owned or
leased by ASC or any ASC  Subsidiary  is listed  or,  to the  knowledge  of ASC,
proposed for listing on the "National  Priorities List" under CERCLA, as updated
through the date of this  Agreement,  or any similar list of sites in the United
States or any other jurisdiction requiring investigation or cleanup; and

                   (e) MeriStar has been provided access to all material reports
in ASC's possession or control  assessing the  environmental  condition of ASC's
current and former owned  properties which reports are listed in Section 4.14(e)
of the ASC Disclosure Letter.

                                       45
<PAGE>

                    Section 4.15   Intellectual Property.

                            (a)     Disclosure.

                  (i) Section 4.15(a)(i) of the ASC Disclosure Letter sets forth
         all United  States and  foreign:  (i) patents and patent  applications,
         (ii) trademarks,  trade names, brand names and corporate names, and all
         service marks,  registrations and applications thereof,  (iii) Internet
         domain  name   registrations   and   applications  and  (iv)  copyright
         registrations  and  applications  owned or  licensed  by ASC or the ASC
         Subsidiaries,  in each case described in clauses (i) through (iv), that
         are  material  to the  business  and  operations  of  ASC  or  the  ASC
         Subsidiaries  as presently  conducted,  specifying  as to each item, as
         applicable:  (A) the nature of the item,  including the title;  (B) the
         owner of the item; (C) the jurisdictions in which the item is issued or
         registered or in which an application for issuance or registration  has
         been filed; and (D) the issuance,  registration or application  numbers
         and dates.

                  (ii) Section  4.15(a)(ii)  of the ASC  Disclosure  Letter sets
         forth  all  material  IP  Licenses  under  which  any of ASC or the ASC
         Subsidiaries  is a licensor or licensee or otherwise is  authorized  to
         use or practice any Intellectual Property.

                  (iii) Except as set forth in Section  4.15(a)(iii)  of the ASC
         Disclosure Letter, there are no material Proposed Intellectual Property
         Agreements  currently  in  negotiation  or  proposed  by ASC or the ASC
         Subsidiaries.

                   (b) Ownership.  Except as set forth in Section 4.15(b) of the
ASC Disclosure  Letter,  ASC or the ASC Subsidiaries  own, free and clear of all
Liens,  and  have  the  unrestricted  right  to  use,  sell,  or  license,   all
Intellectual  Property,  except  where the failure to so own or have such right,
individually  or in the aggregate,  has not resulted and could not reasonably be
expected to result in a Material Adverse Effect on ASC.

                   (c) Claims. Except as set forth in Section 4.15(c) of the ASC
Disclosure Letter,  neither ASC nor any of the ASC Subsidiaries has been, during
the three years preceding the date of this Agreement, a party to any Claim, nor,
to the  knowledge of MeriStar,  is any Claim  threatened,  that  challenges  the
validity,  enforceability,  ownership,  or right to use,  sell,  or license  any
Intellectual Property, except for Claims that, individually or in the aggregate,
have not resulted and could not  reasonably  be expected to result in a Material
Adverse  Effect on ASC. To the  knowledge  of ASC, no third party is  infringing
upon any Intellectual Property,  except for infringements that,  individually or
in the  aggregate,  have not  resulted and could not  reasonably  be expected to
result in a Material Adverse Effect on ASC.

                                       46
<PAGE>

                   (d)   Administration   and  Enforcement.   ASC  and  the  ASC
Subsidiaries  have taken all  necessary  and  desirable  actions to maintain and
protect each item of Intellectual  Property owned by ASC, except for failures to
take such actions that, individually or in the aggregate,  have not resulted and
could not reasonably be expected to result in a Material Adverse Effect on ASC.

                   (e) Protection of Trade Secrets and  Technology.  ASC and the
ASC Subsidiaries  have taken all reasonable  precautions to protect the secrecy,
confidentiality,  and value of its trade secrets and the proprietary  nature and
value of the  Technology,  except for  failures to take such  precautions  that,
individually or in the aggregate,  have not resulted and could not reasonably be
expected to result in a Material Adverse Effect on ASC.

                   (f)  Effect of  Transaction.  Neither  ASC nor any of the ASC
Subsidiaries  is,  nor,  as a  result  of the  execution  and  delivery  of this
Agreement or its performance of its obligations hereunder, will be, in violation
of any agreement  relating to any  Intellectual  Property,  except for violation
that,  individually  or in the  aggregate,  could not  reasonably be expected to
result  in a  Material  Adverse  Effect  on ASC.  After  the  completion  of the
transactions  contemplated by this Agreement,  ASC and the ASC Subsidiaries will
own all  right,  title,  and  interest  in and to or have a  license  to use all
Intellectual  Property  on  identical  terms and  conditions  as ASC and the ASC
Subsidiaries enjoyed immediately prior to such transactions, except for failures
to own or have available for use that,  individually  or in the aggregate,  have
not  resulted  and could not  reasonably  be  expected  to result in a  Material
Adverse Effect on ASC.

                    Section 4.16 Taxes.  Except as set forth in Section 4.16 of
the ASC Disclosure  Letter and except as has not had and would not reasonably be
expected to have, individually or in the aggregate, a Material Adverse Effect on
ASC:

                   (a)  ASC  and  each  ASC   Subsidiary  has  timely  filed  in
accordance with  applicable law all Tax Returns  required to be filed by or with
respect to it, its operations and assets,  and has paid or caused to be paid all
Taxes  required to be paid.  All Tax Returns filed by ASC or any ASC  Subsidiary
with respect to Taxes were prepared in compliance  with all applicable  laws and
regulations and were true, complete,  and correct in all respects as of the date
on which they were filed or as subsequently amended to the date hereof. Complete
copies of  federal,  state,  local,  and foreign Tax Returns of ASC and each ASC
Subsidiary  for each of the  years  ended  1999 and 1998  have  heretofore  been
delivered  or made  available to  MeriStar.  Prior to the date  hereof,  ASC has
provided to MeriStar  copies of all revenue  agents'  reports and other  written
assertions of  deficiencies  or other  liabilities for Taxes of ASC and each ASC
Subsidiary  with  respect to past  periods for which the  applicable  statute of
limitations has not expired.

                                       47
<PAGE>

                   (b) ASC and each ASC Subsidiary has timely paid all Taxes for
which a notice of, or  assessment  or demand for,  payment has been  received or
which are otherwise  due and payable with respect to ASC or any ASC  Subsidiary,
its  operations  and  assets  (in each  case,  whether  or not  shown on any Tax
Return),  except for Taxes that are being contested in good faith by appropriate
proceedings (all of which are disclosed on Section 4.16(b) of the ASC Disclosure
Letter) and for payment of which Taxes  adequate  reserves will have been set up
as of the Closing Date.

                   (c) ASC and each of the ASC  Subsidiaries  has complied  with
all applicable law, rules, and regulations  relating to the withholding of Taxes
and has timely  collected or withheld  and paid over to the proper  governmental
authorities  all amounts  required to be so  collected or withheld and paid over
for all prior periods under all applicable laws.

                   (d)  There  are  no  outstanding   agreements,   waivers,  or
arrangements extending the statutory period of limitations for the assessment or
collection  of Taxes with  respect to any Tax Return that  relates to ASC or any
ASC  Subsidiary,  which  waivers or extensions  currently are in effect,  and no
request for any such waiver or extension is currently pending.

                   (e) There are no Tax rulings, request for rulings, or closing
agreements  relating  to  ASC or any  ASC  Subsidiary  which  could  affect  its
liability for Taxes for any period after the Closing Date.

                   (f) No action, suit, proceeding, investigation, audit, claim,
or  assessment is presently  pending or, to the knowledge of ASC,  proposed with
regard to any Taxes that relate to ASC or any ASC Subsidiary for which ASC would
or could  be  liable.  There  are no  requests  from any  taxing  authority  for
information or with respect to Taxes of ASC or the ASC Subsidiaries. Neither ASC
nor the ASC  Subsidiaries  has any  knowledge or any fact or condition  that, if
known to any taxing  authority having  jurisdiction,  would likely result in the
issuance of a notice of proposed  deficiency  or similar  notice of intention to
assess Taxes against ASC or the ASC Subsidiaries, and no issue has arisen in any
examination  of ASC or the ASC  Subsidiaries  by any  taxing  authority  that if
raised  with  respect to any other  period  not so  examined  would  result in a
material deficiency for any other period not so examined, if upheld.

                   (g)  Neither  ASC  nor any of the  ASC  Subsidiaries  (i) has
agreed to or is required to make any  adjustment  pursuant to Section 481 of the
Code (or any  predecessor or similar  provision of other laws or regulations) by
reason of a change in accounting  method or otherwise;  (ii) has knowledge  that
any taxing  authority has proposed any such  adjustment or change which proposal
is  currently  pending;  or (iii) has an  application  pending  with any  taxing
authority  requesting  permission  for any  change in  accounting  methods  that
relates to its business and operations.

                                       48
<PAGE>

                   (h) Neither ASC nor any ASC  Subsidiary (i) is a party to, is
bound by, or has any  obligation  under,  any Tax sharing  agreement  or similar
contract,  (ii) has any current or potential contractual obligation to indemnify
any other  person with  respect to Taxes,  or (iii) has any  obligation  to make
distributions in respect of Taxes.

                   (i) No Taxes are  delinquent or constitute a lien against ASC
or any ASC  Subsidiary,  except with  respect to Taxes being  contested  in good
faith by appropriate  proceedings (all of which are disclosed on Section 4.16(i)
of the ASC Disclosure  Letter) and for payment of which Taxes adequate  reserves
have been established.

                   (j) There is no contract,  agreement,  plan, or  arrangement
covering any person that,  individually or collectively,  could give rise to the
payment of any amount that would not be  deductible by ASC or MeriStar by reason
of Section 280G of the Code.

                   (k) The unused "net operating losses" (as defined in Section
172 of the Code) of ASC and each ASC  Subsidiary  (the years  which all such net
operating losses arose and will expire being set forth on Section 4.16(k) of the
ASC Disclosure  Letter) are not subject to any limitations under Sections 382 or
384 of the Code,  except  for those  limitations  which are set forth in Section
4.16(k) of the ASC Disclosure Letter.

                   (l) No property of ASC or any ASC  Subsidiary is "tax-exempt
use property" within the meaning of Section 168 of the Code.

                   Section 4.17 Non-Competition Agreements. Except as set forth
in Section 4.17 of the ASC Disclosure Letter, neither ASC nor any ASC Subsidiary
is a party to any  Contract  which  purports  to  restrict  or  prohibit  in any
material respect ASC and the ASC  Subsidiaries  collectively  from,  directly or
indirectly,  engaging  in any  business  currently  engaged  in by ASC,  any ASC
Subsidiary or any other  persons  affiliated  with ASC. None of ASC's  officers,
directors or key employees is a party to any agreement  which, by virtue of such
person's relationship with ASC, restricts in any material respect ASC or any ASC
Subsidiary or affiliate of either of them from, directly or indirectly, engaging
in any of the businesses described above. For purposes of this Section 4.17, the
term "material"  shall mean any prohibition that is material to the business and
operations of ASC and the ASC Subsidiaries taken as a whole.

                    Section 4.18 Agreements with Regulatory Agencies. Except as
set forth in Section 4.18 of the ASC Disclosure Letter,  neither ASC nor any ASC
Subsidiaries is subject to any  cease-and-desist or other order issued by, or is
a  party  to  any  written   agreement,   consent  agreement  or  memorandum  of
understanding  with,  or  is  a  party  to  any  commitment  letter  or  similar
undertaking to, or is subject to any order or directive by, or is a recipient of
any extraordinary  supervisory letter from, or has adopted any board resolutions

                                       49
<PAGE>

at the  request  of (each,  whether  or not  listed in  Section  4.18 of the ASC
Disclosure Letter, a "ASC Regulatory  Agreement"),  any Governmental Entity that
restricts the conduct of its business  (except for restrictions in environmental
or land use permits or approvals  issued in the ordinary course of the operation
of the business of ASC and the ASC  Subsidiaries,  that,  individually or in the
aggregate,  have not had and could not reasonably be expected to have a Material
Adverse Effect on ASC) any ASC Regulatory  Agreements  that,  individually or in
the aggregate,  have not resulted and could not reasonably be expected to result
in a Material Adverse Effect on ASC. Neither ASC nor any ASC Subsidiary has been
advised by any Governmental  Entity that such Governmental Entity is considering
issuing or requesting any ASC Regulatory Agreement, except for any such proposed
ASC Regulatory  Agreements  that,  individually  or in the aggregate,  could not
reasonably be expected to result in a Material Adverse Effect on ASC.

                    Section  4.19  Opinion  of  Financial  Advisor.  Donaldson,
Lufkin & Jenrette  Securities  Corporation  (the "ASC  Financial  Advisor")  has
delivered  to the Board of Directors of ASC its oral opinion to the effect that,
as of the  date of this  Agreement,  the  Exchange  Ratio  is fair to ASC from a
financial  point of view,  which opinion was or will promptly  after the date of
this Agreement be confirmed in writing and  accompanied by an  authorization  to
include a copy of such  opinion in the Proxy  Materials.  ASC has  delivered  or
will,  promptly after receipt of that written opinion,  deliver a signed copy of
such written opinion to MeriStar.

                    Section  4.20  Brokers.  No  broker,  finder or  investment
banker  other than the ASC  Financial  Advisor  is  entitled  to any  brokerage,
finder's or other fee or commission  in connection  with the Merger or the other
transactions  contemplated by this Agreement based upon  arrangements made by or
on behalf of ASC, Merger Sub or any of the ASC Subsidiaries or their affiliates.
Prior to the  date of this  Agreement,  ASC has made  available  to  MeriStar  a
complete  and  correct  copy  of all  agreements  between  ASC or any of the ASC
Subsidiaries or their  affiliates and the ASC Financial  Advisor under which the
ASC Financial Advisor would be entitled to any payment relating to the Merger or
such other transactions.

                    Section  4.21 Certain  Statutes.  The Board of Directors of
ASC has taken or will take all appropriate and necessary  actions to ensure that
the  restrictions  on business  combinations in Section 203 of the DGCL will not
have any effect on the  Merger or the other  transactions  contemplated  by this
Agreement. No Takeover Statute is, as of the date of this Agreement,  applicable
to the Merger or such other transactions.

                    Section 4.22  Information.  None of the  information  to be
supplied by ASC, Merger Sub or any ASC Subsidiary for inclusion or incorporation
by reference in the  Registration  Statement or the Proxy Statement will, in the

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<PAGE>

case of the Registration  Statement, at the time it becomes effective and at the
Effective Time, contain any untrue statement of a material fact or omit to state
any  material  fact  required  to be stated  in the  Registration  Statement  or
necessary to make the statements in the Registration Statement not misleading in
light of the  circumstances  under which they were made,  or, in the case of the
Proxy Statement or any amendments of or supplements to the Proxy  Statement,  at
the  time  of the  mailing  of the  Proxy  Statement  and any  amendments  of or
supplements to the Proxy Statement and at the time of the MeriStar  Stockholders
Meeting and the ASC  Stockholders  Meeting,  contain any untrue  statement  of a
material  fact or omit to state any material  fact  required to be stated in the
Proxy  Statement  or  necessary  in order to make the  statements  in the  Proxy
Statement,  in  light of the  circumstances  under  which  they  are  made,  not
misleading.  The  Proxy  Statement  (except  for  those  portions  of the  Proxy
Statement  that  relate  only  to  MeriStar  or  the  MeriStar  Subsidiaries  or
affiliates of MeriStar) and the Registration Statement will comply as to form in
all material respects with the provisions of the Exchange Act and the Securities
Act, respectively.

                    Section 4.23 Vote  Required.  The Requisite ASC Vote is the
only vote of the holders of any class or series of ASC's capital stock necessary
(under the rules and regulations of the NYSE, ASC Charter  Documents,  the DGCL,
other  applicable Law or otherwise) to approve this  Agreement,  the issuance of
ASC Common Stock in the Merger or the other  transactions  contemplated  by this
Agreement.

                    Section 4.24 Interim  Operations of Merger Sub.  Merger Sub
was formed solely for the purpose of engaging in the  transactions  contemplated
by this  Agreement  and has not engaged in any business  activities or conducted
any operations  other than in connection with the  transactions  contemplated by
this Agreement.

                    Section 4.25   Properties.

                   (a) Section 4.25(a) of the ASC Disclosure Letter sets forth a
complete and accurate list and the address or  description  of all material real
property  interests  owned  by  ASC  and  the  ASC  Subsidiaries   ("Owned  Real
Property").  Section 4.25(a) of the ASC Disclosure  Letter sets forth a complete
and accurate  list of all leases  ("ASC  Leases")  relating to real  property to
which  ASC or any ASC  Subsidiary  is a party  as a lessee  and  each  amendment
thereto  that  provide for annual  payments in excess of $50,000  ("Leased  Real
Property").  All such  leases  are in full  force  and  effect,  are  valid  and
effective in accordance with their respective terms, and there is not, under any
of such leases,  any  existing  default or event of default (or event which with
notice or lapse of time, or both, would constitute a default) that, individually
or in the aggregate, has had and could reasonably be expected to have a Material
Adverse Effect on ASC.

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<PAGE>

                   (b)  Except as set  forth in  Section  4.25(b)(i)  of the ASC
Disclosure  Letter each of ASC and the ASC  Subsidiaries has good and marketable
fee title to the Owned Real Property,  good and valid leasehold interests in the
Leased  Real  Property  and good and valid  title to all of its  other  material
tangible  properties and assets,  real, personal and mixed, used or held for use
in, or which are necessary to conduct,  the respective  business of ASC and each
ASC Subsidiary as currently conducted,  including the Development Activities, in
each  case,  which  title is free and clear of any  Encumbrances  except for (i)
Encumbrances  permitted under the ASC Senior Credit Facility, the Resorts Credit
Facility,  the Textron Facility or the ASC  Subordinated  Loan Facility and (ii)
Encumbrances  that,  individually  or in the  aggregate,  have  not had or could
reasonably  not be  expected  to have a  Material  Adverse  Effect  on ASC.  For
purposes  of the  Agreement,  "Development  Activities"  means  the real  estate
development  activities  currently in progress or contemplated by ASC and as set
forth in Section 4.25(b)(ii) of the ASC Disclosure Letter.

                   (c) Section  4.25(c) of the ASC  Disclosure  Letter lists all
properties (the "U.S.  Forest Service  Properties") used by ASC pursuant to U.S.
Forest Service Permits (the "U.S.  Forest Service  Permits") to which ASC or any
ASC Subsidiary is a party.

                   (d) Except as set forth in Section 4.25(d) or Section 4.25(k)
of the ASC Disclosure  Letter, all of the material land,  buildings,  structures
and other  improvements  used by ASC and the ASC  Subsidiaries in the conduct of
their  businesses,  including  the  Development  Activities  (collectively,  the
"Improvements"),  are  included  in the Owned  Real  Property,  the U.S.  Forest
Service Properties and the Leased Real Property or property leased by ASC or the
ASC  Subsidiaries  under  leases  with  annual  payments  of less  than  $50,000
(collectively, the "Real Property").

                   (e) Section  4.25(e) of the ASC Disclosure  Letter sets forth
all  material  leases,  subleases,  licenses,  time-share  and other  agreements
(collectively,  the "Space Leases")  granting to any person or entity other than
ASC or any ASC  Subsidiary  any  right  to the  possession,  use,  occupancy  or
enjoyment of the Real Property or any portion  thereof other than in an Interval
(as defined  below).  Each Space  Lease is valid,  binding and in full force and
effect,  all rent and other sums and  charges  payable by the tenant or occupant
thereunder (the "Space Tenant") are current, no notice of default or termination
under any Space Lease is  outstanding,  no  termination  event or  condition  or
uncured default on the part of ASC or any ASC Subsidiary or, to the knowledge of
ASC, the Space Tenant,  exists under any Space Lease,  and no event has occurred
and no condition exists that, with the giving of notice or the lapse of time, or
both, would constitute such a default or termination event or condition,  except
as,  individually  or in the aggregate,  has not had and could not reasonably be
expected to have a Material Adverse Effect on ASC.

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<PAGE>

                   (f)  To  the   knowledge  of  ASC,  all   components  of  all
Improvements  are in good operating  condition and repair,  subject to continued
repair and replacement in accordance with past practice, except as, individually
or in the aggregate,  has not had and could not reasonably be expected to have a
Material Adverse Effect on ASC.

                   (g) Neither ASC nor any ASC Subsidiary has received notice of
and, to the knowledge of ASC,  there is no pending,  threatened or  contemplated
condemnation proceeding affecting the Real Property or any part thereof, nor any
sale or other  disposition  of the Real  Property or any part thereof in lieu of
condemnation.  Since July 30, 2000, no portion of the Real Property has suffered
any  material  damage by fire or other  casualty  that has not  heretofore  been
completely  repaired and restored,  except as, individually or in the aggregate,
has not had and could not  reasonably  be  expected  to have a Material  Adverse
Effect on ASC.

                   (h) Section 4.25(h) of the ASC Disclosure  Letter lists as of
July 30, 2000, all current material master plans,  government and public-private
plans (such as municipal  utility  districts or levy improvement  districts) and
development  agreements concerning the Development Activities ("Project Plans").
ASC (or the applicable ASC  Subsidiary)  is in compliance  with all  obligations
required to be performed on or prior to the date hereof under the Project Plans,
except for such  non-compliance  as is set forth in  Section  4.25(h) of the ASC
Disclosure Letter or as except as, individually or in the aggregate, has not had
and could not  reasonably be expected to have a Material  Adverse Effect on ASC.
ASC and the ASC Subsidiaries are in possession of all ASC Permits  necessary for
the  completion  of  the  Development   Activities  which  are  currently  under
construction,  except  where the  failure  to have  obtained  such ASC  Permits,
individually  or in the  aggregate,  has not had and  could  not  reasonably  be
expected to have a Material  Adverse Effect on ASC. ASC has no reason to believe
that it will not be able to  obtain  any  other  ASC  Permit  necessary  for the
performance  and  completion  of the  Development  Activities,  except where the
failure to obtain such ASC Permits,  individually or in the aggregate, could not
reasonably be expected to have a Material Adverse Effect on ASC.

                   (i)  Except  as set  forth  in  Section  4.25(i)  of the  ASC
Disclosure  Letter,  the land for each  Development  Activity at each Resort (as
defined  below)  has been  zoned for its  intended  use in  accordance  with its
Project Plan and applicable law and all  requirements  for that zoning have been
met pursuant to any schedule  established  under such  Project  Plan,  except as
would not,  individually  or in the aggregate,  reasonably be expected to have a
Material  Adverse Effect on ASC.  Except as set forth in Section  4.25(i) of the
ASC  Disclosure  Letter,  the  land  for  each  Development  Activity  has  been
subdivided  for its  intended use in  accordance  with its Project Plan and each
subdivided plot constitutes its own separate tax lot, except as, individually or
in the  aggregate,  has not had and could not  reasonably  be expected to have a
Material  Adverse Effect on ASC.  Except as set forth in Section  4.25(i) of the
ASC Disclosure Letter, all material archeological, soil, geotechnical,  traffic,

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<PAGE>

environmental  and similar studies  necessary in connection with the Development
Activities  have been  completed  and to the knowledge of ASC reveal no facts or
conditions which, individually or in the aggregate, have had or could reasonably
be expected to have a material adverse effect on the Development Activities.

                   (j)   Except  as set  forth  in  Section  4.25(j)  of the ASC
Disclosure Letter, no Governmental  Entity or board has requested (and continues
to request) or required  (or, to the knowledge of ASC, is expected to require in
order  to  obtain  future   approvals)  that   additional   material  public  or
quasi-public  facilities  be  constructed  or  material  monies or  property  be
contributed as a condition to the  Development  Activities or in connection with
any Resort ("Development  Fees").  Except as set forth in Section 4.25(j) of the
ASC  Disclosure  Letter,  there are no  payments,  material  performance  bonds,
letters of credit or completion  guarantees for the benefit of any  governmental
agency which are  currently  outstanding  or which will be required to be funded
within the next five years in relation to the Development Activities.

                   (k)  To the  knowledge  of ASC,  Section  4.25(k)  of the ASC
Disclosure  Letter  lists all  material  regulatory  processes  necessary to (i)
complete the Development  Activities as contemplated under the Project Plans and
(ii) bring the Development Activities to full entitlement status.

                   (l)  To the  knowledge  of ASC,  Section  4.25(l)  of the ASC
Disclosure Letter lists all material easements, rights-of-way and licenses which
must be granted to or obtained  from third  parties in order to  complete  those
Development  Activities scheduled for completion within five years from the date
of this Agreement.

                   (m)  Section 4.25(m) of the ASC Disclosure  Letter sets forth
the budget for each Development Activity as to which construction has commenced,
which  budget  requirements  are ASC's  good faith  estimate  of all costs to be
incurred in connection  with such  construction.  Except as set forth in Section
4.25(m)  of the ASC  Disclosure  Letter,  there  are  sufficient  loan  proceeds
available to ASC or the ASC Subsidiaries  under the Textron Facility and the ASC
Subordinated Loan Facility to complete such construction.

                   (n) ASC has made available to MeriStar or its representatives
copies of the ASC Leases,  the Space Leases, the U.S. Forest Service Permits and
the Project Plans that are true, correct and complete in all material respects.

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<PAGE>

                   Section   4.26   Condominium   Associations;    Time   Share
Arrangements.

                   (a)  Except  as  disclosed  on  Section  4.26(a)  of the  ASC
Disclosure  Letter,  ASC and the ASC Subsidiaries  have complied in all material
respects with (i) the Interstate  Land Sales Act and the  applicable  state land
sales  disclosure  acts;  (ii) all applicable  state  condominium and time share
statutes,  rules, and regulations,  including those governing the administration
and operation of owners'  associations  and those requiring the  registration of
the timeshare interests or quarter share interests in the Resorts  ("Intervals")
or the units in the  Resorts  ("Units")  in the states in which the  Resorts are
located,  marketed or sold; (iii) Section 5 of the Federal Trade Commission Act;
(iv) with respect to the Development Activities, the Americans with Disabilities
Act and the  applicable  state laws  regarding  same; (v) state and federal fair
housing acts (except for accessibility  requirements);  (vi) all applicable real
estate sales, licensing,  disclosure,  reporting, and escrow laws; and (vii) all
amendments to the rules and regulations promulgated under the foregoing, in each
case  except as,  individually  or in the  aggregate,  has not had and could not
reasonably be expected to have a Material Adverse Effect on ASC.

                   (b) ASC and the ASC  Subsidiaries  market and sell  Intervals
and  Units  in a manner  such  that  prospective  purchasers  (the  "Prospective
Purchasers")  (i) are not  required  to  participate  in any  rental  management
program  operated  by ASC or any ASC  Subsidiary;  (ii) are  induced to purchase
Intervals  or  Units  for  vacation  use  and  not as an  investment  or with an
expectation of profit or capital appreciation; (iii) have received no inducement
or promise regarding the ability of the Prospective Purchasers or anyone else to
rent the Intervals or Units; (iv) are informed upon their inquiry that there are
readily  available  rental  management   sources  other  than  ASC  or  any  ASC
Subsidiary,  in each case, except as, individually or in the aggregate,  has not
had and could not  reasonably be expected to have a Material  Adverse  Effect on
ASC.

                   (c)  Except  as set  forth  in  Section  4.26(c)  of the  ASC
Disclosure  Letter, to the knowledge of ASC, there exist no facts giving rise to
any right of consumer  rescission  with regard to any contract to sell or closed
sale of any Interval or Unit, whether because of non-compliance with one or more
state  or  federal  statutes  creating  rescission  rights  in  consumers  under
specified   circumstances,   or   because   of   specific   facts   constituting
misrepresentation  or fraud with respect to any Prospective  Purchaser,  in each
case,  except as,  individually  or in the aggregate,  has not had and could not
reasonably be expected to have a Material Adverse Effect on ASC.

                   (d)  Except  as set  forth  in  Section  4.26(d)  of the  ASC
Disclosure Letter,  there exists no Encumbrance  against any Unit or Interval or
all or any  portion of any Resort  (including  recreational  activities  located
within  such  Resort),   except  for  Encumbrances  (i)  that  have  been  fully
subordinated  to the rights of Prospective  Purchasers,  (ii) will be discharged
prior to delivery  of title to  Prospective  Purchasers  or (iii) that have been
fully disclosed to Prospective  Purchasers in any  jurisdiction  that permits or

                                       55
<PAGE>

requires only disclosure of same or (iv) were imposed by Prospective Purchasers,
in each case, except as, individually or in the aggregate, has not had and could
not reasonably be expected to have a Material Adverse Effect on ASC.

                   (e) For purposes of this section,  the term  "Resorts"  shall
mean (i) the Grand Summit  Hotels at the  following  locations:  (1)  Steamboat,
Colorado;  (2) The  Canyons,  Utah;  (3)  Killington,  Vermont;  (4) Mount Snow,
Vermont; (5) Attitash/Bear Peak, New Hampshire;  (6) Jordan Bowl, Maine; and (7)
Heavenly,  California;  (ii) the Sundial  Lodge at The Canyons and (iii) Whisper
Ridge at The Canyons.

                   (f) All Units,  amenities and recreational  facilities within
the Resorts that were promised to be available for use by Prospective Purchasers
were in all material  respects complete and available for legal occupancy or use
prior to the time that closing of any contracts were completed for any Intervals
or Units except as have not had and could not  reasonably  be expected to have a
Material  Adverse  Effect on ASC. Each  Purchaser  has dedicated  free and clear
access to the use of all  amenities  and  recreational  facilities in accordance
with the Resort Documents.

                   (g) To the  knowledge  of ASC, all owners'  associations  and
management  companies at the Resorts are in compliance in all material  respects
with all applicable federal,  state and local statutes,  ordinances,  rules, and
regulations  requiring the full and timely  payment in all material  respects of
all common expenses and real estate taxes  attributable to the Resorts except as
have not had and would not  reasonably  be expected  to have a Material  Adverse
Effect on ASC.

                   (h)  (i)  All  utilities,   including  sewer,   water,   gas,
electricity, steam and telephone, necessary for the operation of the Resorts are
currently  available and in place in sufficient capacity at the Resorts to allow
the  immediate and full  operation in all material  respects of the Resorts with
the exception of the Resorts currently under  construction or where construction
has not yet  commenced;  (ii) to the  knowledge of ASC,  there are no pending or
threatened  moratoria,  injunctions  or court  orders in effect  which  would be
reasonably  likely to interfere  with the provision of utilities to the Resorts;
and (iii) all easements  necessary for the furnishing of the utilities have been
obtained and duly  recorded with the  exception of the Resorts  currently  under
construction, in each case, except as, individually or in the aggregate, has not
had and could not  reasonably be expected to have a Material  Adverse  Effect on
ASC.

                   (i) To the Knowledge of ASC, each homeowners' association for
each  Resort  which  is  operating  has  been  validly  formed  as a  non-profit
corporation  and is in good  standing  in the state in which it is  incorporated
except as has not had, and would not  reasonably be expected to have, a Material
Adverse Effect on ASC.

                   (j)  The managing entity for the Resorts ("Managing  Entity")
has the authority to levy annual  assessments  to cover the costs of maintaining
and operating each Resort. Each Managing Entity is solvent, and currently levied
assessments  on Purchasers  are adequate to cover the costs of  maintaining  and

                                       56
<PAGE>

operating  the Resort and to establish  and  maintain a  reasonable  reserve for
deferred  maintenance  and  capital  improvements.  There  are no  events  which
currently exist or could  reasonably be foreseen by ASC which could give rise to
a material  increase  in such costs.  ASC has paid all  developer  subsidies  in
connection  with the Resorts owing as of the Effective  Date,  including  annual
maintenance fees relating to the Units, any operating  expenses  relating to the
Resort's  clubhouse  and  amenities,  and any amounts  which ASC  should,  or is
obligated to, contribute to the reserves of the Resort's condominium association
(collectively "Subsidies").

                    Section  4.27  No  Payments  to   Employees,   Officers  or
Directors.  Except as set forth in Section  4.27 of the ASC  Disclosure  Letter,
there are no cash or non-cash payments that will become payable to any employee,
officer or  director of ASC or any ASC  Subsidiary  as a result of the Merger or
the transactions  contemplated by this Agreement.  Except as otherwise  provided
for in this  Agreement  or as set forth in  Section  4.27 of the ASC  Disclosure
Letter,  there  is no  employment  or  severance  contract  or  other  agreement
requiring payments,  cancellation of indebtedness or other obligation to be made
as a result of the consummation of any of the transactions  contemplated by this
Agreement,  with respect to any employee,  officer or director of ASC or any ASC
Subsidiary.

                    Section 4.28 Potential Conflicts of Interest. Except as set
forth in Section 4.28 of the ASC Disclosure Letter or in the ASC SEC Reports, to
the  knowledge  of ASC, no  officer,  director  or  affiliate  of ASC or any ASC
Subsidiary,  and  no  relative  or  spouse  of any  such  officer,  director  or
affiliate:  (a) owns,  directly or indirectly,  any interest in (excepting  less
than 1% stock  holdings for  investment  purposes in securities of publicly held
and traded companies),  or is an officer,  director,  employee or consultant of,
any person that is, or is engaged in business as, a competitor,  lessor, lessee,
supplier,  distributor,  sales  agent or  customer  of, or lender to or borrower
from, ASC or any of the ASC Subsidiaries;  (b) owns, directly or indirectly,  in
whole or in part, any material  tangible or intangible  property that ASC or any
of the ASC Subsidiaries uses in the ordinary conduct of its business; or (c) has
any cause of action or other claim  whatsoever  against,  or owes any amount to,
ASC or any of the ASC Subsidiaries,  except for claims in the ordinary course of
business  such as for  accrued  vacation  pay,  accrued  benefits  under the ASC
Benefit Plans, and similar matters and agreements arising in the ordinary course
of business.

                    Section 4.29  Registration  Rights.  Except as set forth in
Section 4.29 of the ASC  Disclosure  Letter,  no person has any right to require
the  registration  of any shares of ASC Common Stock or any other  securities of
ASC or any ASC Subsidiary.

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<PAGE>

                    Section 4.30  Investment  Company Act of 1940.  Neither ASC
nor any of the ASC  Subsidiaries  is, or at the Effective Time will be, required
to be registered under the 1940 Act.

                                    ARTICLE V

                                    COVENANTS

                    Section  5.1 Conduct of  Business  of  MeriStar.  During the
period from the date of this  Agreement  to the  Effective  Time,  except as set
forth  in  Section  5.1 of the  MeriStar  Disclosure  Letter,  unless  otherwise
consented to in writing by either ASC or the Interim Transactions Committee: (a)
MeriStar shall,  and shall cause each of the MeriStar  Subsidiaries  to, conduct
its  operations  only in the ordinary  course of business  consistent  with past
practice and, to the extent  consistent  therewith,  with no less  diligence and
effort than would be applied in the absence of this Agreement;  and (b) MeriStar
shall use, and shall cause each MeriStar  Subsidiary to use, its reasonable best
efforts to preserve intact the business organization of MeriStar and each of the
MeriStar  Subsidiaries,  to keep available the services of the present  officers
and other key  employees  of  MeriStar  and the  MeriStar  Subsidiaries,  and to
preserve the good will of  customers,  suppliers  and all other  persons  having
business  relationships  with  MeriStar and the MeriStar  Subsidiaries.  Without
limiting the  generality  of the  foregoing,  during such period,  except as set
forth in Section 5.1 of the MeriStar Disclosure Letter,  MeriStar shall not, and
shall not permit any MeriStar  Subsidiary to, without the prior written  consent
of either ASC or the Interim Transactions Committee:

                   (a) except as  required  by  applicable  Law or to effect the
transactions  contemplated  hereby,  adopt any amendment to the  certificate  of
incorporation or bylaws of MeriStar or the comparable  organizational  documents
of any MeriStar Subsidiary or the MeriStar Rights Agreement;

                   (b) except for  issuances  of capital  stock of the  MeriStar
Subsidiaries  to  MeriStar  or a  wholly-owned  MeriStar  Subsidiary  or in  any
circumstance of the type described in clause (e) below, issue,  reissue, sell or
pledge, or authorize the issuance,  reissuance, sale or pledge of (i) additional
shares of capital stock or other equity  securities of any class,  or securities
convertible  into  capital  stock  or other  equity  securities  or any  rights,
warrants or options to acquire any such convertible  securities or capital stock
or other equity  securities,  other than the issue of MeriStar Common Stock (and
the related MeriStar  Shareholder  Rights),  in accordance with the terms of the
instruments governing such issuance on the date hereof, pursuant to the exercise

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<PAGE>

of  MeriStar  Stock  Options  or  the  MeriStar  Employee  Stock  Purchase  Plan
outstanding on the date hereof,  or (ii) any other  securities in respect of, in
lieu of, or in substitution  for,  MeriStar Common Stock outstanding on the date
hereof;

                   (c)  declare,  set aside,  make or pay any  dividend or other
distribution  (whether  in  cash,  securities  or  property  or any  combination
thereof)  in  respect  of any class or series of its  capital  stock  other than
between MeriStar and any wholly-owned MeriStar Subsidiary;

                   (d)  directly  or  indirectly,   split,  combine,  subdivide,
reclassify  or redeem,  retire,  purchase or  otherwise  acquire,  or propose to
redeem,  retire or  purchase  or  otherwise  acquire,  any shares of its capital
stock, or any of its other securities;

                   (e) except for  increases  in salary,  wages and  benefits of
officers or  employees of MeriStar or the MeriStar  Subsidiaries  in  accordance
with past  practice  or  increases  in  salary,  wages and  benefits  granted to
officers and employees of MeriStar or the MeriStar  Subsidiaries  in conjunction
with new  hires,  promotions  or other  changes in job  status or  increases  in
salary, wages and benefits to employees of MeriStar or the MeriStar Subsidiaries
pursuant to collective bargaining agreements entered into in the ordinary course
of business,  (i) increase the  compensation  or fringe  benefits  payable or to
become payable to its directors, officers or employees (whether from MeriStar or
any  MeriStar  Subsidiaries),  (ii) pay any benefit not required by any existing
plan or arrangement (including the granting of stock options, stock appreciation
rights,  shares of restricted stock or performance units) or grant any severance
or  termination  pay to  (except  pursuant  to  existing  agreements,  plans  or
policies),  or enter  into any  employment  or  severance  agreement  with,  any
director,  officer or other employee of MeriStar or any MeriStar Subsidiaries or
(iii)  establish,  adopt,  enter  into,  amend or take any action to  accelerate
rights  under  any  collective  bargaining,   bonus,  profit  sharing,   thrift,
compensation,  stock option,  restricted stock,  pension,  retirement,  savings,
welfare,  deferred  compensation,  employment,  termination,  severance or other
employee benefit plan,  agreement,  trust,  fund,  policy or arrangement for the
benefit or welfare of any  directors,  officers or current or former  employees,
except in each case to the extent required by applicable Law; provided, however,
that  nothing  in this  Agreement  will be deemed to  prohibit  the  payment  of
benefits as they become payable;

                   (f)  acquire,   sell,  lease,  license,   transfer,   pledge,
encumber, grant or dispose of (whether by merger, consolidation,  purchase, sale
or otherwise) any assets,  including capital stock of the MeriStar  Subsidiaries
(other than the  acquisition and sale of inventory or the disposition of used or
excess equipment and the purchase of raw materials,  supplies and equipment,  in
either case in the ordinary  course of business  consistent with past practice),
that are material to MeriStar and the MeriStar  Subsidiaries,  taken as a whole,
or enter into any material commitment or transaction outside the ordinary course
of business,  other than transactions between a wholly-owned MeriStar Subsidiary
and MeriStar or another wholly-owned MeriStar Subsidiary;

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<PAGE>

                   (g) (i) incur, assume or prepay any long-term indebtedness or
incur or assume any  short-term  indebtedness  (including,  in either  case,  by
issuance of debt securities), except that MeriStar and the MeriStar Subsidiaries
may incur,  assume or prepay  indebtedness  in the  ordinary  course of business
consistent  with past  practice  under  existing  lines of credit,  (ii) assume,
guarantee,  endorse or otherwise become liable or responsible (whether directly,
contingently or otherwise) for the obligations of any other person except in the
ordinary  course of business  consistent  with past practice,  or (iii) make any
loans, advances or capital contributions to, or investments in, any other person
except in the  ordinary  course of business  consistent  with past  practice and
except for loans,  advances,  capital  contributions or investments  between any
wholly-owned  MeriStar Subsidiary and MeriStar or another wholly-owned  MeriStar
Subsidiary;

                   (h) terminate,  cancel or request any material  change in, or
agree to any  material  change  in any  Contract,  permit  or  license  which is
material to MeriStar and the MeriStar  Subsidiaries  taken as a whole,  or enter
into  any  Contract  which  would  be  material  to  MeriStar  and the  MeriStar
Subsidiaries  taken as a whole, in either case other than in the ordinary course
of business  consistent  with past  practice;  or make or authorize  any capital
expenditure, other than capital expenditures that are not, in the aggregate, for
any fiscal year,  in excess of 10% of the capital  expenditures  provided for in
MeriStar's  budget for MeriStar and the MeriStar  Subsidiaries  taken as a whole
for such fiscal year (a copy of which budget has been provided to ASC);

                   (i) take any action with  respect to  accounting  policies or
procedures, other than actions in the ordinary course of business and consistent
with past practice or as required pursuant to applicable Law or GAAP;

                   (j) waive, release,  assign, settle or compromise any rights,
claims or litigation  other than in the ordinary  course of business  consistent
with past practice in excess of $100,000 per event;

                   (k)  pay,  discharge  or  satisfy  any  claim,  liability  or
obligation (absolute, accrued, asserted or unasserted,  contingent or otherwise)
other than in the ordinary  course of business  consistent with past practice in
excess of $100,000 per event;

                   (l) enter into any agreement or arrangement  that  materially
limits  or  otherwise  restricts  MeriStar  or any  MeriStar  Subsidiary  or any
successor  thereto,  or that would,  after the Effective Time, limit or restrict
the Surviving  Corporation  and its affiliates  (including ASC) or any successor
thereto, from engaging or competing in any line of business or in any geographic
area,  other  than in the  ordinary  course  of  business  consistent  with past
practice;

                   (m) make any material  Tax  election or settle or  compromise
any material federal, state, local or foreign Tax deficiency; or

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                   (n) authorize or enter into any formal or informal written or
other agreement or otherwise make any commitment to do any of the foregoing.

                    Section 5.2  Conduct of  Business of ASC.  During the period
from the date of this  Agreement to the Effective  Time,  except as set forth in
Section 5.2 of the ASC  Disclosure  Letter,  unless  otherwise  consented  to in
writing by either MeriStar or the Interim Transactions Committee: (a) ASC shall,
and shall cause each of the ASC  Subsidiaries to, conduct its operations only in
the ordinary course of business consistent with past practice and, to the extent
consistent therewith, with no less diligence and effort then would be applied in
the absence of this  Agreement;  and (b) ASC shall use, and shall cause each ASC
Subsidiary to use, its reasonable  best efforts to preserve  intact the business
organization  of ASC and each of the ASC  Subsidiaries,  to keep  available  the
services  of the  present  officers  and  key  employees  of  ASC  and  the  ASC
Subsidiaries,  and to preserve  the good will of  customers,  suppliers  and all
other persons having business  relationships  with ASC and the ASC Subsidiaries.
Without limiting the generality of the foregoing,  during such period and except
as set forth in Section 5.2 of the ASC  Disclosure  Letter,  ASC shall not,  and
shall not permit any ASC  Subsidiary  to,  without the prior written  consent of
MeriStar or the Interim Transactions Committee:

                   (a) except as required by applicable  Law, this Agreement and
by  the  ASC  Voting/Recapitalization  Agreement,  adopt  any  amendment  to the
certificate of incorporation  or bylaws of ASC or the comparable  organizational
documents of any ASC Subsidiary;

                   (b) except for the  transactions  contemplated  hereby and by
the ASC  Voting/Recapitalization  Agreement  and except for issuances of capital
stock of the ASC Subsidiaries to ASC or a wholly-owned ASC Subsidiary, or in any
circumstance of the type described in clause (e) below, issue,  reissue, sell or
pledge, or authorize the issuance,  reissuance, sale or pledge of (i) additional
shares of capital stock or other equity  securities of any class,  or securities
convertible  into  capital  stock  or other  equity  securities  or any  rights,
warrants or options to acquire any such convertible  securities or capital stock
or other  equity  securities,  other  than the  issue of ASC  Common  Stock,  in
accordance with the terms of the instruments governing such issuance on the date
hereof,  pursuant to the exercise of ASC Stock Options  outstanding  on the date
hereof,  or  (ii)  any  other  securities  in  respect  of,  in lieu  of,  or in
substitution for, ASC Common Stock outstanding on the date hereof;

                   (c)  declare,  set aside,  make or pay any  dividend or other
distribution  (whether  in  cash,  securities  or  property  or any  combination
thereof)  in  respect  of any class or series of its  capital  stock  other than
between ASC and any wholly-owned ASC Subsidiary;

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                   (d)  directly  or  indirectly,   split,  combine,  subdivide,
reclassify  or redeem,  retire,  purchase or  otherwise  acquire,  or propose to
redeem,  retire or  purchase  or  otherwise  acquire,  any shares of its capital
stock, or any of its other securities;

                   (e) except for  increases  in salary,  wages and  benefits of
officers or employees of ASC or the ASC  Subsidiaries  in  accordance  with past
practice or  increases  in salary,  wages and  benefits  granted to officers and
employees  of ASC  or the  ASC  Subsidiaries  in  conjunction  with  new  hires,
promotions  or other  changes in job status or  increases  in salary,  wages and
benefits to  employees  of ASC or the ASC  Subsidiaries  pursuant to  collective
bargaining  agreements  entered  into in the ordinary  course of  business,  (i)
increase the compensation or fringe benefits payable or to become payable to its
directors,  officers or employees  (whether  from ASC or any ASC  Subsidiaries),
(ii) pay any benefit not required by any existing plan or arrangement (including
the granting of stock options,  stock appreciation rights,  shares of restricted
stock or performance units) or grant any severance or termination pay to (except
pursuant  to  existing  agreements,  plans  or  policies),  or  enter  into  any
employment or severance agreement with, any director,  officer or other employee
of ASC or any ASC Subsidiaries or (iii) establish,  adopt,  enter into, amend or
take any action to accelerate  rights under any  collective  bargaining,  bonus,
profit sharing, thrift,  compensation,  stock option, restricted stock, pension,
retirement,  savings, welfare, deferred compensation,  employment,  termination,
severance or other employee  benefit plan,  agreement,  trust,  fund,  policy or
arrangement for the benefit or welfare of any directors,  officers or current or
former employees,  except in each case to the extent required by applicable Law;
provided, however, that nothing in this Agreement will be deemed to prohibit the
payment of benefits as they become payable;

                   (f)  acquire,   sell,  lease,  license,   transfer,   pledge,
encumber, grant or dispose of (whether by merger, consolidation,  purchase, sale
or otherwise) any assets, including capital stock of the ASC Subsidiaries (other
than the  acquisition and sale of inventory or the disposition of used or excess
equipment and the purchase of raw materials,  supplies and equipment,  in either
case in the ordinary course of business consistent with past practice), that are
material to ASC and the ASC  Subsidiaries,  taken as a whole,  or enter into any
material  commitment  or  transaction  outside the ordinary  course of business,
other than transactions between a wholly-owned ASC Subsidiary and ASC or another
wholly-owned ASC Subsidiary;

                   (g) (i) incur, assume or prepay any long-term indebtedness or
incur or assume any  short-term  indebtedness  (including,  in either  case,  by
issuance  of debt  securities),  except  that ASC and the ASC  Subsidiaries  may
incur,  assume  or  prepay  indebtedness  in the  ordinary  course  of  business
consistent  with past  practice  under  existing  lines of credit,  (ii) assume,
guarantee,  endorse or otherwise become liable or responsible (whether directly,
contingently or otherwise) for the obligations of any other person except in the
ordinary  course of business  consistent  with past practice,  or (iii) make any
loans, advances or capital contributions to, or investments in, any other person

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except in the  ordinary  course of business  consistent  with past  practice and
except for loans,  advances,  capital  contributions or investments  between any
wholly-owned ASC Subsidiary and ASC or another wholly-owned ASC Subsidiary;

                   (h) terminate,  cancel or request any material  change in, or
agree to any  material  change  in any  Contract,  permit  or  license  which is
material  to ASC and the ASC  Subsidiaries  taken as a whole,  or enter into any
Contract  which  would be material  to ASC and the ASC  Subsidiaries  taken as a
whole, in either case other than in the ordinary  course of business  consistent
with past  practice;  or make or authorize any capital  expenditure,  other than
capital  expenditures  that are not, in the  aggregate,  for any fiscal year, in
excess of 10% of the capital  expenditures  provided for in ASC's budget for ASC
and the ASC Subsidiaries  taken as a whole for such fiscal year (a copy of which
budget has been provided to ASC);

                   (i) take any action with  respect to  accounting  policies or
procedures, other than actions in the ordinary course of business and consistent
with past practice or as required pursuant to applicable Law or GAAP;

                   (j) waive, release,  assign, settle or compromise any rights,
claims or litigation  other than in the ordinary  course of business  consistent
with past practice in excess of $100,000 per event;

                   (k)  pay,  discharge  or  satisfy  any  claim,  liability  or
obligation (absolute, accrued, asserted or unasserted,  contingent or otherwise)
other than in the ordinary  course of business  consistent with past practice in
excess of $100,000 per event;

                   (l) enter into any agreement or arrangement  that  materially
limits  or  otherwise  restricts  ASC or any  ASC  Subsidiary  or any  successor
thereto,  or that  would,  after  the  Effective  Time,  limit or  restrict  the
Surviving  Corporation  and its  affiliates  (including  ASC)  or any  successor
thereto, from engaging or competing in any line of business or in any geographic
area,  other  than in the  ordinary  course  of  business  consistent  with past
practice;

                   (m) make any material  Tax  election or settle or  compromise
any material federal, state, local or foreign Tax deficiency; or

                   (n) authorize or enter into any formal or informal written or
other agreement or otherwise make any commitment to do any of the foregoing.

                   Section  5.3  Interim  Transactions  Committee.   Immediately
following  satisfaction of the condition listed in Section 6.1(c),  MeriStar and
ASC shall constitute and establish a committee, which will evaluate and consider
any proposed  action or  transaction  of the type referred to in Sections 5.1 or
5.2 of this Agreement or the settlement of any  stockholder  derivative or class
action  claims  arising  out of or in  connection  with any of the  transactions
contemplated  by this  Agreement  between the date hereof and the Effective Time

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(the "Interim Transactions Committee").  The Interim Transactions Committee will
consist of two  individuals  selected by ASC, who are  reasonably  acceptable to
MeriStar,   and  two  individuals  selected  by  MeriStar,  who  are  reasonably
acceptable  to ASC.  The Interim  Transactions  Committee  shall act only by the
affirmative  vote of at least  three of the four  members  thereof.  The Interim
Transactions Committee shall be abolished at the Effective Time.

                    Section  5.4  Notification  of  Certain  Matters.   ASC  and
MeriStar   shall   promptly   notify  each  other  of  (a)  the   occurrence  or
non-occurrence  of any fact or event which could  reasonably  be expected (i) to
cause any representation or warranty contained in this Agreement to be untrue or
inaccurate in any material  respect at any time from the date of this  Agreement
to the  Effective  Time,  (ii) to cause  any  material  covenant,  condition  or
agreement  hereunder  not to be  complied  with  or  satisfied  in all  material
respects or (iii) to result in, in the case of ASC, a Material Adverse Effect on
ASC or, in the case of MeriStar, a Material Adverse Effect on MeriStar,  (b) any
failure of  MeriStar  or ASC,  as the case may be, to comply with or satisfy any
covenant,  condition  or  agreement  to be  complied  with  or  satisfied  by it
hereunder in any material respect; provided,  however, that no such notification
shall affect the representations or warranties of any party or the conditions to
the  obligations  of any  party  hereunder,  (c) any  notice  or other  material
communications  from any Governmental Entity in connection with the transactions
contemplated by this Agreement and (d) the  commencement of any suit,  action or
proceeding  that seeks to prevent,  seeks  damages in respect  of, or  otherwise
relates to the consummation of the transactions contemplated by this Agreement.

                    Section 5.5     Proxy Statement.

                   (a) As promptly as  practicable  after the  execution of this
Agreement, ASC and MeriStar shall jointly prepare and file with the SEC a single
document that will  constitute (i) the proxy  statement of MeriStar  relating to
the special  meeting of  MeriStar's  stockholders  (the  "MeriStar  Stockholders
Meeting")  to be  held  to  consider  approval  and  adoption  of  the  MeriStar
Proposals,  (ii) the proxy  statement of ASC relating to the special  meeting of
ASC's  stockholders  (the "ASC  Stockholders  Meeting")  to be held to  consider
approval of the ASC Proposals and (iii) the  registration  statement on Form S-4
of ASC (together with all amendments thereto, the "Registration Statement"),  in
connection with the registration under the Securities Act of ASC Common Stock to
be issued to the  stockholders of MeriStar in connection with the Merger and the
prospectus  included  in  the  Registration  Statement  (such  single  document,
together  with  any  amendments  thereof  or  supplements  thereto,  the  "Proxy
Statement").  Substantially  contemporaneously  with  the  filing  of the  Proxy
Statement with the SEC,  copies of the Proxy  Statement shall be provided to the
NYSE. ASC and MeriStar each shall use its  reasonable  best efforts to cause the
Registration  Statement  to become  effective as promptly as  practicable,  and,
prior to the effective date of the  Registration  Statement  (the  "Registration
Statement Effective Date"), ASC shall take all or any reasonable action required
under any  applicable  Law in  connection  with the issuance of ASC Common Stock

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pursuant to the Merger.  ASC or MeriStar,  as the case may be, shall furnish all
information concerning ASC or MeriStar as the other party may reasonably request
in connection with such actions and the preparation of the Proxy  Statement.  As
promptly as practicable  after the  Registration  Statement  Effective Date, the
Proxy  Statement  and  all  associated  materials   (collectively,   the  "Proxy
Materials")  will be mailed to the  stockholders  of ASC and  MeriStar.  ASC and
MeriStar  shall cause the Proxy  Statement to comply as to form and substance in
all material respects with the applicable  requirements of (i) the Exchange Act,
including  Sections 14(a) and 14(d) thereof,  (ii) the Securities Act, (iii) the
rules and regulations of the NYSE and (iv) the DGCL.

                   (b) (1) The Proxy  Statement  shall include the unanimous and
unconditional  recommendation  of the  Board of  Directors  of  MeriStar  to the
stockholders  of  MeriStar  that  they  vote in  favor of the  adoption  of this
Agreement  and the Merger;  provided,  however,  that the Board of  Directors of
MeriStar  may,  at any time prior to the  Effective  Time,  withdraw,  modify or
change any such  recommendation if the Board of Directors of MeriStar determines
in good faith that failure to so withdraw,  modify or change its  recommendation
would cause the Board of Directors of MeriStar to breach its fiduciary duties to
MeriStar's  stockholders  under applicable Laws after receipt of advice from its
outside advisors (which may be MeriStar's  regularly-engaged  independent  legal
counsel). In addition,  the Proxy Statement and the Proxy Materials will include
a copy of the written opinion of the MeriStar  Financial  Advisor referred to in
Section 3.20.

                   (2) The Proxy  Statement  shall  include  the  unanimous  and
unconditional   recommendation   of  the  Board  of  Directors  of  ASC  to  the
stockholders  of ASC that they vote in favor of the issuance of ASC Common Stock
to be issued in the Merger;  provided,  however,  that the Board of Directors of
ASC may, at any time prior to the Effective Time, withdraw, modify or change any
such  recommendation  if the Board of Directors of ASC  determines in good faith
that failure to so withdraw, modify or change its recommendation would cause the
Board of Directors of ASC to breach its fiduciary  duties to ASC's  stockholders
under  applicable Laws after receipt of advice from its outside  advisors (which
may be ASC's  independent legal counsel).  In addition,  the Proxy Statement and
the Proxy  Materials  will  include  a copy of the  written  opinion  of the ASC
Financial Advisor referred to in Section 4.19.

                   (c) No amendment or supplement to the Proxy  Statement  shall
be made without the approval of each of ASC and MeriStar,  which  approval shall
not be unreasonably  withheld or delayed.  Each of ASC and MeriStar shall advise
the other,  promptly  after it  receives  notice  thereof,  of the time when the
Registration  Statement has become  effective or any supplement or amendment has
been  filed,  of the  issuance  of any  stop  order,  of the  suspension  of the

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qualification  of ASC Common Stock  issuable in  connection  with the Merger for
offering or sale in any  jurisdiction,  or of any request by the SEC or the NYSE
for amendment of the Proxy Statement or comments  thereon and responses  thereto
or requests by the SEC for additional information.

                   (d) The information supplied by MeriStar for inclusion in the
Proxy  Statement  shall  not,  at (i) the time  the  Registration  Statement  is
declared  effective,  (ii) the time the Proxy  Materials (or any amendment of or
supplement to the Proxy  Materials) is first mailed to the  stockholders of each
of ASC and MeriStar,  (iii) the time of MeriStar  Stockholders Meeting, and (iv)
the time of ASC Stockholders Meeting, contain any untrue statement of a material
fact or fail to state  any  material  fact  required  to be  stated in the Proxy
Statement or necessary in order to make the  statements  in the Proxy  Statement
not  misleading.  If at any  time  prior  to the  Effective  Time  any  event or
circumstance  relating  to  MeriStar  or  any  MeriStar  Subsidiary,   or  their
respective  officers or directors,  should be discovered by MeriStar that should
be set forth in an amendment or a supplement  to the Proxy  Statement,  MeriStar
shall promptly inform ASC. All documents that MeriStar is responsible for filing
with the SEC in connection with the transactions  contemplated by this Agreement
shall  comply  as to form  and  substance  in all  material  respects  with  the
applicable requirements of the DGCL, the Securities Act and the Exchange Act.

                   (e) The  information  supplied  by ASC for  inclusion  in the
Proxy  Statement  shall  not,  at (i) the time  the  Registration  Statement  is
declared  effective,  (ii) the time the Proxy  Materials (or any amendment of or
supplement to the Proxy  Materials) are first mailed to the stockholders of each
of ASC and MeriStar,  (iii) the time of the MeriStar  Stockholders  Meeting, and
(iv) the time of the ASC Stockholders Meeting, contain any untrue statement of a
material  fact or fail to state any material  fact  required to be stated in the
Proxy  Statement  or  necessary  in order to make the  statements  in the  Proxy
Statement not misleading. If, at any time prior to the Effective Time, any event
or  circumstance  relating  to ASC or any ASC  Subsidiary,  or their  respective
officers or  directors,  should be discovered by ASC that should be set forth in
an amendment or a supplement to the Proxy  Statement,  ASC shall promptly inform
MeriStar.  All documents that ASC is responsible  for filing in connection  with
the  transactions  contemplated  by this  Agreement  shall comply as to form and
substance in all material aspects with the applicable  requirements of the DGCL,
the Securities Act and the Exchange Act.

                    Section 5.6     Stockholders' Meetings.

                   (a) MeriStar  shall call and hold the  MeriStar  Stockholders
Meeting as promptly as practicable  after the Registration  Statement  Effective
Date for the purpose of voting upon the adoption of this Agreement,  and ASC and
MeriStar  shall  cooperate  with each other to cause the  MeriStar  Stockholders
Meeting to be held as soon as  practicable  following  the  mailing of the Proxy
Materials to the  stockholders  of MeriStar.  MeriStar  shall use its reasonable
best efforts  (through its agents or otherwise) to solicit from its stockholders
proxies  in favor of the  MeriStar  Proposals  and shall  take all other  action
necessary or  advisable to secure the  Requisite  MeriStar  Vote,  except to the
extent that the Board of  Directors  of MeriStar  determines  in good faith that

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doing so would cause the Board of Directors of MeriStar to breach its  fiduciary
duties to MeriStar's  stockholders under applicable Law, after receipt of advice
to such effect from independent legal counsel (which may be MeriStar's regularly
engaged independent legal counsel).

                   (b) ASC shall call and hold the ASC  Stockholders  Meeting as
promptly as practicable after the Registration  Statement Effective Date for the
purpose of voting upon the  approval of the  issuance of ASC Common  Stock to be
issued in the Merger,  and ASC and MeriStar  shall  cooperate with each other to
cause the ASC Stockholders  Meeting to be held as soon as practicable  following
the mailing of the Proxy Materials to the stockholders of ASC. ASC shall use its
reasonable  best efforts  (through its agents or  otherwise) to solicit from its
stockholders  proxies  in favor of the ASC  Proposals  and shall  take all other
action  necessary or advisable to secure the Requisite  ASC Vote,  except to the
extent that the Board of Directors of ASC determines in good faith that doing so
would  cause the Board of  Directors  of ASC to breach its  fiduciary  duties to
ASC's  stockholders under applicable Law, after receipt of advice to such effect
from independent legal counsel (which may be ASC's regularly engaged independent
legal counsel).

                    Section 5.7     Access to Information; Confidentiality.

                   (a) Except as required under any confidentiality agreement or
similar  agreement  or  arrangement  to which  ASC or  MeriStar  or any of their
respective subsidiaries is a party or under applicable Law or the regulations or
requirements  of any  securities  exchange  or  quotation  service or other self
regulatory  organization  with whose rules the  parties are  required to comply,
from the date of this  Agreement to the Effective  Time,  ASC and MeriStar shall
(and shall cause their  respective  subsidiaries  to):  (i) provide to the other
(and  its  officers,  directors,  employees,  accountants,   consultants,  legal
counsel,   financial   advisors,    investment   bankers,   agents   and   other
representatives  (collectively,  "Representatives"))  access at reasonable times
upon prior notice to the officers,  employees,  agents, properties,  offices and
other  facilities of the other and its subsidiaries and to the books and records
thereof;  and (ii) furnish  promptly such  information  concerning the business,
properties,  Contracts, assets, liabilities,  personnel and other aspects of the
other party and its subsidiaries as the other party or its  Representatives  may
reasonably  request.  No  investigation  conducted  under this Section 5.7 shall
affect or be  deemed  to modify  any  representation  or  warranty  made in this
Agreement.

                   (b) The  parties  shall  comply  with,  and shall cause their
respective  Representatives to comply with, all of their respective  obligations

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under the Confidentiality Agreement, dated August 11, 2000 (the "Confidentiality
Agreement"),  between ASC and MeriStar with respect to the information disclosed
under this Section 5.7, and this Section 5.7(b) shall survive the termination of
this Agreement.

                    Section 5.8     No Solicitation by MeriStar.

                   (a)  MeriStar  shall  not,  nor  shall it  permit  any of the
MeriStar Subsidiaries to, nor shall it authorize or permit any Representative of
MeriStar or any of the  MeriStar  Subsidiaries  to, (i)  solicit,  initiate,  or
encourage  the  submission  of, any  MeriStar  Acquisition  Proposal (as defined
below),  (ii) except to the extent  permitted by paragraph  (b),  enter into any
agreement  with  respect  to  any  MeriStar   Acquisition   Proposal  or,  (iii)
participate in any  discussions  or  negotiations  regarding,  or furnish to any
person any  non-public  information  with  respect to MeriStar  or the  MeriStar
Subsidiaries, or take any other action to facilitate any inquiries or the making
of any proposal that constitutes,  or may reasonably be expected to lead to, any
MeriStar Acquisition  Proposal;  provided,  however,  that prior to the MeriStar
Stockholders  Meeting,  to the  extent  required  by the  duties of the Board of
Directors of MeriStar  under  applicable  Law, as  determined in good faith by a
majority  of the  disinterested  members  thereof  after  consultation  with and
receipt  of advice  from  outside  counsel  (which may be  MeriStar's  regularly
engaged  independent  legal  counsel),  MeriStar may, in response to unsolicited
requests  therefor,  participate in discussions or negotiations with, or furnish
information pursuant to an appropriate  confidentiality agreement to, any person
or entity that makes or expresses a bona fide  intention to make an  unsolicited
MeriStar Acquisition Proposal,  provided that the Board of Directors of MeriStar
first  determines  in  good  faith,  based  on the  vote  of a  majority  of the
disinterested  members  thereof,  that such Person or entity has the ability and
financial  wherewithal to consummate a MeriStar Superior Proposal (as determined
below).  Without limiting the foregoing,  it is understood that any violation of
the  restrictions  set forth in the preceding  sentence by a  Representative  of
MeriStar or of any of the MeriStar  Subsidiaries,  whether or not such person is
purporting  to act on behalf of MeriStar,  a MeriStar  Subsidiary  or otherwise,
shall be deemed to be a breach of this  paragraph by MeriStar.  For all purposes
of this Agreement, "MeriStar Acquisition Proposal" means any proposal other than
a  proposal  by ASC or an ASC  Subsidiary,  for a merger,  consolidation,  share
exchange,  business combination or other similar transaction  involving MeriStar
or any of its  significant  subsidiaries  or any  proposal or offer  (including,
without  limitation,  any proposal or offer to stockholders of MeriStar),  other
than a proposal or offer by ASC or an ASC Subsidiary,  to acquire in any manner,
directly or indirectly, more than a 30% equity interest in any voting securities
of, or 30% or more of the consolidated assets of MeriStar.  MeriStar immediately
shall cease and cause to be terminated all existing  discussions or negotiations
with any persons conducted  heretofore with respect to, or that could reasonably
be expected to lead to, any MeriStar Acquisition Proposal.

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                   (b) Except as  permitted  by Section  5.5(b)(i),  neither the
Board of Directors or MeriStar nor any  committee  thereof shall (i) withdraw or
modify,  or propose publicly to withdraw or modify,  in a manner adverse to ASC,
the approval or  recommendation  of the Board of  Directors of MeriStar,  or any
committee thereof, of this Agreement or the Merger or (ii) approve or recommend,
or  propose  to  approve  or  recommend,   any  MeriStar  Acquisition  Proposal.
Notwithstanding the foregoing, the Board of Directors of MeriStar, to the extent
required by the duties of the Board of  Directors of MeriStar  under  applicable
Law,  as  determined  in good faith by a majority of the  disinterested  members
thereof  after  consultation  with and  receipt of advice from  outside  counsel
(which may be MeriStar's  regularly  engaged  independent  legal  counsel),  may
approve or  recommend  (and,  in  connection  therewith,  withdraw or modify its
approval or  recommendation of this Agreement or the Merger) a MeriStar Superior
Proposal  (as  defined  below).  For  purposes  of this  Agreement,  a "MeriStar
Superior  Proposal" means a bona fide written  proposal made by a third party to
acquire  MeriStar  pursuant to a tender or  exchange  offer,  a merger,  a share
exchange, a sale of all or substantially all of its assets or otherwise,  in any
such case, on terms which a majority of the  disinterested  members of the Board
of  Directors  of  MeriStar  determines  in their  good  faith  judgment  (after
consultation  with  nationally-recognized  independent  financial  advisors) and
after taking into account all legal,  financial,  regulatory  and other material
aspects of such proposal, the person making the proposal, the strategic benefits
to be derived  from the Merger and the  long-term  prospects  of ASC and the ASC
Subsidiaries  to be more  favorable  to MeriStar and its  stockholders  than the
Merger and for which financing,  to the extent required, is then fully committed
or which, in the good faith judgment of a majority of such disinterested members
(after consultation with independent financial advisors),  is reasonably capable
of being financed by such third party.

                   (c) MeriStar shall promptly  advise ASC orally and in writing
of any  MeriStar  Acquisition  Proposal or any inquiry  with respect to or which
could reasonably be expected to lead to any MeriStar Acquisition  Proposal,  the
material terms and conditions of such MeriStar  Acquisition  Proposal or inquiry
and the identity of the person making any such MeriStar  Acquisition Proposal or
inquiry. MeriStar shall keep ASC fully informed of the status and details of any
such MeriStar Acquisition Proposal or inquiry.  MeriStar shall give ASC at least
three days' advance  notice of any  information  to be supplied to, and at least
five days' advance  notice of any agreement to be entered into with,  any person
making a MeriStar Acquisition Proposal.

                   (d)  Nothing  contained  in this  Section  5.8 will  prohibit
MeriStar from taking and disclosing to its stockholders a position  contemplated
by  Rule  14e-2(a)  promulgated  under  the  Exchange  Act or  from  making  any
disclosure  to  MeriStar's  stockholders  if the Board of  Directors of MeriStar
determines  that such  disclosure is necessary in order to comply with the Board
of Directors of MeriStar's duties under applicable Law.

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                    Section 5.9     No Solicitation by ASC.

                   (a)  ASC  shall  not,  nor  shall  it  permit  any of the ASC
Subsidiaries to, nor shall it authorize or permit any  Representative  of ASC or
any of the  ASC  Subsidiaries  to,  (i)  solicit,  initiate,  or  encourage  the
submission of, any ASC Acquisition  Proposal (as defined below),  (ii) except to
the extent  permitted by paragraph (b), enter into any agreement with respect to
any ASC  Acquisition  Proposal,  or, (iii)  participate  in any  discussions  or
negotiations regarding, or furnish to any person any non-public information with
respect to ASC or the ASC  Subsidiaries,  or take any other action to facilitate
any inquiries or the making of any proposal that constitutes,  or may reasonably
be expected to lead to, any ASC Acquisition  Proposal;  provided,  however, that
prior to the ASC Stockholders  Meeting,  to the extent required by the duties of
the Board of Directors of ASC under  applicable Law, as determined in good faith
by a majority of the disinterested  members thereof after  consultation with and
receipt of advice from outside  counsel  (which may be ASC's  regularly  engaged
independent  legal  counsel),  ASC may,  in  response  to  unsolicited  requests
therefor,   participate  in  discussions  or   negotiations   with,  or  furnish
information pursuant to an appropriate  confidentiality agreement to, any person
or entity that makes or expresses a bona fide  intention to make an  unsolicited
ASC  Acquisition  Proposal,  provided  that the Board of  Directors of ASC first
determines in good faith,  based on the vote of a majority of the  disinterested
members  thereof,  that such  Person or entity  has the  ability  and  financial
wherewithal  to  consummate  an ASC  Superior  Proposal (as  determined  below).
Without  limiting the  foregoing,  it is  understood  that any  violation of the
restrictions set forth in the preceding  sentence by a Representative  of ASC or
of any of the ASC Subsidiaries,  whether or not such person is purporting to act
on behalf of ASC, an ASC Subsidiary or otherwise, shall be deemed to be a breach
of this paragraph by ASC. For all purposes of this Agreement,  "ASC  Acquisition
Proposal"  means any  proposal  other than a proposal  by MeriStar or a MeriStar
Subsidiary, for a merger, consolidation, share exchange, business combination or
other similar transaction  involving ASC or any of its significant  subsidiaries
or any proposal or offer (including,  without limitation,  any proposal or offer
to  stockholders  of ASC),  other  than a  proposal  or offer by  MeriStar  or a
MeriStar Subsidiary, to acquire in any manner, directly or indirectly, more than
a 30%  equity  interest  in any  voting  securities  of,  or 30% or  more of the
consolidated  assets  of ASC.  ASC  immediately  shall  cease  and  cause  to be
terminated all existing  discussions or negotiations  with any persons conducted
heretofore with respect to, or that could reasonably be expected to lead to, any
ASC Acquisition Proposal.

                   (b) Except as  permitted by Section  5.5(b)(ii),  neither the
Board of Directors  of ASC nor any  subcommittee  thereof  shall (i) withdraw or
modify,  or propose  publicly  to  withdraw  or modify,  in a manner  adverse to
MeriStar,  the approval or  recommendation  by the Board of Directors of ASC, or
any  committee  thereof,  of this  Agreement  or the  Merger or (ii)  approve or
recommend,  or propose to approve or recommend,  any ASC  Acquisition  Proposal.
Notwithstanding  the  foregoing,  the Board of  Directors  of ASC, to the extent

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required by the duties of the Board of Directors of ASC under applicable Law, as
determined  in good faith by a majority  of the  disinterested  members  thereof
after consultation with and receipt of advice from outside counsel (which may be
ASC's regularly  engaged  independent  legal counsel),  may approve or recommend
(and, in connection therewith, withdraw or modify its approval or recommendation
of this  Agreement or the Merger) an ASC Superior  Proposal (as defined  below).
For purposes of this  Agreement,  a "ASC  Superior  Proposal"  means a bona fide
written  proposal  made by a third party to acquire ASC  pursuant to a tender or
exchange offer, a merger, a share exchange,  a sale of all or substantially  all
of its assets or  otherwise,  in any such case, on terms which a majority of the
disinterested  members of the Board of Directors of ASC determines in their good
faith  judgment  (after  consultation  with  nationally-recognized   independent
financial  advisors)  and  after  taking  into  account  all  legal,  financial,
regulatory  and other material  aspects of such proposal,  the person making the
proposal, the strategic benefits to be derived from the Merger and the long-term
prospects of MeriStar and the MeriStar  Subsidiaries to be more favorable to ASC
and its  stockholders  than the  Merger and for which  financing,  to the extent
required, is then fully committed or which, in good faith judgment of a majority
of such  disinterested  members (after  consultation with independent  financial
advisors), is reasonably capable of being financed by such third party.

                   (c) ASC shall promptly  advise MeriStar orally and in writing
of any ASC  Acquisition  Proposal or any inquiry  with respect to or which could
reasonably  be expected to lead to any ASC  Acquisition  Proposal,  the material
terms  and  conditions  of such ASC  Acquisition  Proposal  or  inquiry  and the
identity of the person making any such ASC Acquisition  Proposal or inquiry. ASC
shall keep  MeriStar  fully  informed  of the status and details of any such ASC
Acquisition  Proposal or inquiry.  ASC shall give  MeriStar at least three days'
advance  notice of any  information  to be supplied  to, and at least five days'
advance  notice of any  agreement to be entered into with,  any person making an
ASC Acquisition Proposal.

                   (d) Nothing  contained in this Section 5.9 will  prohibit ASC
from taking and disclosing to its  stockholders a position  contemplated by Rule
14e-2(a)  promulgated  under the Exchange Act or from making any  disclosure  to
ASC's  stockholders  if the  Board of  Directors  of ASC  determines  that  such
disclosure  is necessary in order to comply with the Board of Directors of ASC's
duties under applicable Law.

                   Section  5.10  Additional  Covenants.  At  or  prior  to  the
Effective Time:

                   (a) ASC shall use its  reasonable  best efforts either (i) to
obtain the required consent (the "ASC Senior Credit Facility  Amendment") of the
lenders  under the ASC Senior  Credit  Facility  to amend the ASC Senior  Credit
Facility to increase the  aggregate  principal  amount  available  for borrowing
thereunder  to $285.0  million  or (ii) to  terminate  and prepay the ASC Senior
Credit Facility and enter into a new senior credit facility (the "New ASC Senior

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Credit  Facility") whose aggregate  principal amount is $285.0 million,  in each
case,  on  terms  substantially  as set  forth  in  Section  5.10(a)  of the ASC
Disclosure Letter;

                   (b) MeriStar shall use its  reasonable  best efforts to cause
the termination and repayment of the Senior Secured Credit Facility, dated as of
February 29, 2000,  between  MeriStar H&R  Operating  Company,  L.P. and Societe
Generale, Southwest Agency (the "MeriStar Senior Secured Credit Facility");

                   (c) ASC shall use its  reasonable  best  efforts to cause the
entire $13.0 million available under Tranche C of the Resorts Credit Facility to
be drawn and shall use its  reasonable  best efforts to cause the Resorts Credit
Facility to be amended (the "Resorts Credit  Facility  Amendment") and shall use
its reasonable best efforts to cause Tranche C under the Resorts Credit Facility
to be repaid  in the form of an  issuance  of a number  of shares of ASC  Common
Stock 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 outstanding aggregate principal amount of such Tranche C through October 31,
2000 by (y) $2.22 (the "Resorts Credit Facility Conversion");

                   (d) ASC shall use its  reasonable  best efforts to obtain the
required  consent (the "ASC Notes Consent") under the ASC Notes Indenture of the
holders of the ASC  Subordinated  Notes to complete  the Merger,  the ASC Senior
Credit Facility  Amendment,  the Resorts Credit Facility Amendment and the other
transactions  contemplated  by  this  Agreement  on  the  terms  and  conditions
specified in Section 5.10(d) of the ASC Disclosure Letter;

                   (e) ASC shall use its  reasonable  best  efforts to cause the
existing Stockholders' Agreement (the "Existing Stockholders'  Agreement") among
ASC, OCP, Oak Hill Capital Management Partners,  L.P., Oak Hill Securities Fund,
L.P., OHCP Ski, L.P. and Leslie Otten, dated as of August 6, 1999 and amended on
July 31, 2000, to be terminated;

                   (f) MeriStar shall use its  reasonable  best efforts to cause
the transactions set forth in Section 5.10(f) of the MeriStar  Disclosure Letter
(the "MeriStar-REIT Agreement Amendments") to be accomplished;

                   (g) MeriStar shall use its reasonable  best efforts to obtain
or cause to be obtained all consents or waivers  listed in Section 3.5(b) of the
MeriStar Disclosure Letter;

                   (h) ASC shall use its  reasonable  best  efforts to obtain or
cause to be obtained all consents and waivers that are listed in Section  4.5(b)
of the ASC Disclosure Letter;

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                   (i) ASC shall use its  reasonable  best  efforts to cause the
transactions contemplated by the ASC Voting/Recapitalization Agreement to occur;

                   (j)  MeriStar shall use its reasonable  best efforts to cause
each of the  holders  of the  MeriStar  Senior  Management  Options to execute a
waiver (each,  a "MeriStar  Senior  Management  Option  Vesting  Waiver") of the
vesting of each of such holder's  MeriStar Senior  Management  Options caused by
the completion of the Merger,  such that such MeriStar Senior  Management Option
vests on the date it would have vested under the relevant  MeriStar  Option Plan
had the Merger not occurred;

                   (k)  MeriStar shall use its reasonable  best efforts to cause
the Amendment to the Amended and Restated  Agreement of Limited  Partnership  of
MeriStar H&R  Operating  Company,  L.P.,  dated August 3, 1998 (as amended,  the
"Amended OP Agreement") , substantially in the form set forth in Section 5.10(k)
of the MeriStar Disclosure Letter (the "MeriStar OP Amendment"), to be executed;

                   (l)  ASC shall:

                  (i) Use its reasonable best efforts to issue the warrants (the
         "Warrants")  to  purchase  6,000,000  shares of ASC Common  Stock at an
         exercise  price of $2.50 per  share to be  issued  to Oak Hill  Capital
         Partners,  L.P. ("OCP") under the Securities Purchase Agreement,  dated
         July 31, 2000 as amended on  September  28, 2000 and  November 10, 2000
         (as  amended,  the "Warrant  Purchase  Agreement"),  among ASC,  Resort
         Properties and OCP;

                  (ii) If shares of the capital stock of Resort  Properties have
         been issued to OCP under the Warrant Purchase Agreement,  ASC shall use
         its reasonable  best efforts to cause those shares of the capital stock
         of Resort  Properties  to be  transferred  to ASC in  exchange  for the
         Warrants; and

                  (iii) Use its  reasonable  best  efforts to cause all consents
         necessary  for the  transactions  described  in clauses (i) and (ii) of
         this Section 5.10(l) to be obtained;

                   (m)  MeriStar  shall provide to ASC copies of any reports or
written assertions of the type described in Section 3.16 received after the date
hereof within ten days after their first being received by it;

                   (n) ASC will  provide to  MeriStar  copies of any reports or
written assertions of the type described in Section 4.16 received after the date
hereof within ten days of their first being received by it;

                   (o)  Notwithstanding   anything  to  the  contrary  in  this
Agreement,  if the consent or other fees (exclusive of legal and other expenses)
incurred in connection  with ASC's  obligations set forth in clauses (a) and (d)

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of this Section 5.10 are, in the aggregate, in excess of the amount set forth in
Section  5.10(o)  of the  ASC  Disclosure  Letter,  the  term  "reasonable  best
efforts," as used in Sections  5.10(a) and (d), shall not include the incurrence
of such excess  fees.  ASC shall not incur such  excess  fees  without the prior
written consent of MeriStar, which consent shall not be unreasonably withheld;

                   (p) ASC shall use its  reasonable  best efforts to file with
the SEC a registration  statement  covering resales of ASC Common Stock issuable
under the Amended OP Agreement and to have such registration  statement declared
effective as promptly as practicable after the Merger;

                   (q) ASC shall use its reasonable best efforts to execute and
deliver a Registration  Rights Agreement (the "Registration  Rights Agreement"),
substantially in the form attached to this Agreement as Annex E; and

                   (r) MeriStar  shall take all further  action (in addition to
that  referred  to in  Section  3.19  reasonably  requested  in  writing  by ASC
(including  redeeming the MeriStar  Shareholder  Rights immediately prior to the
Effective  Time or amending the MeriStar  Rights  Agreement)) in order to render
the  MeriStar  Shareholder  Rights  inapplicable  to the  Merger  and the  other
transactions  contemplated by this Agreement and the Voting and Recapitalization
Agreement.  Except as  provided in this  Section  5.10(s),  with  respect to the
Merger and the other transactions  contemplated by this Agreement and the Voting
and Recapitalization Agreement, MeriStar shall not (a) amend the MeriStar Rights
Agreement  or (b) take any action  with  respect  to, or make any  determination
under, the MeriStar Shareholder Rights Agreement,  including a redemption of the
MeriStar  Shareholder Rights or any action to facilitate a MeriStar  Acquisition
Proposal.

                   Section 5.11  Directors'  and Officers'  Indemnification  and
Insurance.

                   (a)  ASC  agrees  that  all  rights  to  indemnification  now
existing in favor of any  employee,  agent,  director or officer of MeriStar and
the  MeriStar  Subsidiaries  (the  "Indemnified  Parties")  as provided in their
respective charters or by-laws, in an agreement between an Indemnified Party and
MeriStar or one of the MeriStar Subsidiaries, or otherwise in effect on the date
of this Agreement  shall survive the Merger and shall continue in full force and
effect  for a period  of not less  than six  years  after  the  Effective  Time;
provided  that in the event any claim or claims are asserted or made within such
six-year period,  all rights to  indemnification in respect of any such claim or
claims shall  continue until final  disposition of any and all such claims.  The
Surviving  Corporation  shall indemnify all  Indemnified  Parties to the fullest
extent  permitted  by  applicable  law with  respect  to all acts and  omissions
arising out of such individuals' services as officers,  directors,  employees or
agents  of  MeriStar  or any of the  MeriStar  Subsidiaries  or as  trustees  or
fiduciaries of any plan for the benefit of employees, or otherwise on behalf of,

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MeriStar or any of the MeriStar  Subsidiaries,  occurring prior to the Effective
Time,  including  the  transactions  contemplated  by  this  Agreement.  Without
limiting the  generality  of the  foregoing,  in the event any such  Indemnified
Party is or becomes  involved  in any  capacity  in any  action,  proceeding  or
investigation  in  connection  with  any  matter,   including  the  transactions
contemplated by this Agreement,  occurring at or after,  the Effective Time, the
Surviving  Corporation shall pay as incurred such Indemnified  Party's legal and
other  expenses  (including  the  cost  of any  investigation  and  preparation)
incurred in connection therewith.

                   (b) ASC agrees that,  from and after the  Effective  Time, it
shall cause the  Surviving  Corporation  to maintain in effect for not less than
six years from the Effective  Time the current  policies of the  directors'  and
officers'  liability  insurance  maintained  by  MeriStar;   provided  that  the
Surviving  Corporation  may  substitute  therefor  policies of at least the same
coverage  containing terms and conditions which are no less advantageous,  taken
as a whole, and provided that such substitution  shall not result in any gaps or
lapses in coverage  with  respect to matters  occurring  prior to the  Effective
Time;  and  provided,  further,  that the  Surviving  Corporation  shall  not be
required to pay an annual  premium in excess of 300% of the last annual  premium
paid by  MeriStar  prior to the  date of this  Agreement,  and if the  Surviving
Corporation is unable to obtain the insurance  required by this Section  5.11(b)
it shall obtain as much  comparable  insurance as possible for an annual premium
equal to such maximum amount.

                   (c) The  provisions  of this  Section 5.11 are intended to be
for  the  benefit  of  each   Indemnified   Party  and  his  or  her  heirs  and
representatives.

                    Section 5.12 Affiliates.  Prior to the later of (x) the 30th
day after the date of this  Agreement and (y) the 15th day after the record date
for the  MeriStar  Stockholders  Meeting,  (i) MeriStar  shall  deliver to ASC a
letter  identifying  all persons who may be deemed to be  affiliates of MeriStar
under  Rule 145 of the  Securities  Act as of the record  date for the  MeriStar
Stockholders Meeting,  including,  without limitation,  all of its directors and
executive  officers;  and (ii) MeriStar  shall advise the persons  identified in
such  letter  ("Rule  145  Affiliates")  of the resale  restrictions  imposed by
applicable  securities  laws and shall use its reasonable best efforts to obtain
from each person identified in such letter a written agreement, substantially in
the  form of  Annex D to this  Agreement  (a "Rule  145  Affiliate  Agreement").
Notwithstanding  anything to the contrary contained in this Agreement, ASC shall
be  entitled  to  withhold,  or to  instruct  the  exchange  agent to  withhold,
certificates  representing  ASC  Common  Shares  to  be  received  by  any  such
stockholder,  until such time as ASC has received a duly  executed and delivered
Rule 145 Affiliate Agreement from such Stockholder.

                    Section 5.13 Reasonable  Best Efforts.  Subject to the terms
and conditions  provided in this Agreement and to applicable legal requirements,
each of the parties to this Agreement  agrees to use its reasonable best efforts
to take,  or cause to be  taken,  all  actions,  and to do,  or cause to be done
consistent  with the  fiduciary  duties of the Board of Directors of such party,

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and to assist and cooperate  with the other parties to this  Agreement in doing,
as promptly as  practicable,  all things  necessary,  proper or advisable  under
applicable  laws and  regulations  to ensure  that the  conditions  set forth in
Article VI are satisfied and to consummate and make  effective the  transactions
contemplated  by this  Agreement.  If at any time after the  Effective  Time any
further  action is  necessary  or  desirable  to carry out the  purposes of this
Agreement,  including  the  execution  of  additional  instruments,  the  proper
officers  and  directors  of each  party to this  Agreement  shall take all such
necessary  action.  Nothing  contained  in  this  Agreement  shall  give  ASC or
MeriStar, directly or indirectly,  rights to control or direct the other party's
operations prior to the Effective Time.

                    Section 5.14    Consents; Filings; Further Action.

                   (a) Upon the  terms and  subject  to the  conditions  of this
Agreement,  each of the parties to this Agreement  shall use its reasonable best
efforts to (i) take, or cause to be taken,  all appropriate  action,  and do, or
cause to be done, all things necessary, proper or advisable under applicable Law
or  otherwise  to  consummate  and  make  effective  the  Merger  and the  other
transactions  contemplated  by this  Agreement,  (ii) obtain  from  Governmental
Entities any consents, licenses, permits, waivers, approvals,  authorizations or
orders  required  to be  obtained  or made by ASC or  MeriStar  or any of  their
subsidiaries  in connection  with the  authorization,  execution and delivery of
this  Agreement and the  consummation  of the Merger and the other  transactions
contemplated by this Agreement, (iii) make all necessary filings, and thereafter
make any other submissions  either required or deemed appropriate by each of the
parties,   with  respect  to  this  Agreement  and  the  Merger  and  the  other
transactions  contemplated  by this Agreement  required under (A) the Securities
Act, the Exchange Act and any other applicable federal or Blue Sky Laws, (B) the
HSR Act,  (C) the  DGCL,  (D) any  other  applicable  Law and (E) the  rules and
regulations  of the NYSE.  The parties to this  Agreement  shall  cooperate  and
consult  with each  other in  connection  with the  making of all such  filings,
including by providing  copies of all such documents to the nonfiling  party and
its  advisors  prior to  filing,  and  none of the  parties  will  file any such
document  if any of the other  parties  shall have  reasonably  objected  to the
filing  of such  document.  No  party to this  Agreement  shall  consent  to any
voluntary  extension  of any  statutory  deadline  or  waiting  period or to any
voluntary  delay of the  consummation  of the Merger and the other  transactions
contemplated by this Agreement at the behest of any Governmental  Entity without
the consent and agreement of the other parties to this Agreement,  which consent
shall not be unreasonably withheld or delayed.

                   (b) Without limiting the generality of Section 5.14(a),  each
party to this  Agreement  shall  promptly  inform  the  others  of any  material
communication  from the Federal Trade  Commission,  the Department of Justice or
any other  domestic  or foreign  government  or  governmental  or  multinational
authority regarding any of the transactions  contemplated by this Agreement.  If
any party or any affiliate thereof receives a request for additional information

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or  documentary  material from any such  government or authority with respect to
the transactions  contemplated by this Agreement, then such party shall endeavor
in good faith to make, or cause to be made,  as soon as  reasonably  practicable
and  after  consultation  with the  other  party,  an  appropriate  response  in
compliance with such request.  ASC shall advise MeriStar  promptly in respect of
any  understandings,  undertakings  or  agreements  (oral or written)  which ASC
proposes to make or enter into with the Federal Trade Commission, the Department
of Justice  or any other  domestic  or foreign  government  or  governmental  or
multinational authority in connection with the transactions contemplated by this
Agreement. In furtherance and not in limitation of the foregoing,  ASC shall use
its  reasonable  best  efforts to resolve  such  objections,  if any,  as may be
asserted with respect to the  transactions  contemplated by this Agreement under
any antitrust, competition or trade regulatory laws, rules or regulations of any
domestic or foreign  government or governmental  authority or any  multinational
authority.  Notwithstanding  the  foregoing,  nothing in this Section 5.14 shall
require,  or be construed to require,  ASC or MeriStar,  in connection  with the
receipt of any regulatory approval,  to proffer to, or agree to (A) sell or hold
separate and agree to sell,  divest or to discontinue or limit,  before or after
the  Effective  Time,  any  assets,  businesses,  or  interest  in any assets or
businesses of ASC, MeriStar or any of their respective affiliates (or to consent
to any sale,  or agreement to sell,  or  discontinuance  or limitation by ASC or
MeriStar,  as the case may be, of any of its assets or  businesses) or (B) agree
to any conditions  relating to, or changes or restriction  in, the operations of
any such asset or businesses which, in either case, could reasonably be expected
to result in a Material  Adverse  Effect on ASC or a Material  Adverse Effect on
MeriStar or to materially and adversely impact the economic or business benefits
to such party of the transactions contemplated by this Agreement.

                   Section  5.15  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 Merger 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  the  Merger  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 the Surviving Corporation,  ASC or any
of their  affiliates  shall  knowingly  take any action or  knowingly  cause any
action to be taken  which  would  cause the  Merger to fail to so  qualify  as a
reorganization under Section 368(a) of the Code.

                   Section 5.16 Public  Announcements.  ASC and  MeriStar  shall
consult with each other before issuing any press release or otherwise making any
public  statements  with respect to this  Agreement  or any of the  transactions
contemplated  by this  Agreement  and shall not issue any such press  release or
make any such public statement prior to such consultation,  except to the extent
required by applicable  Law or the  requirements  of the NYSE, in which case the

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issuing  party shall use its  reasonable  best efforts to consult with the other
parties before issuing any such release or making any such public statement.

                   Section  5.17  Obligations  of Merger Sub. ASC shall take all
actions  necessary  to cause  Merger Sub to perform its  obligations  under this
Agreement  and  to  consummate  the  Merger  on the  terms  and  subject  to the
conditions set forth in this Agreement.

                   Section 5.18 Stock  Exchange  Listings and  De-Listings.  ASC
shall use its reasonable best efforts to cause the shares of ASC Common Stock to
be issued in the  Merger to be  approved  for  listing  on the NYSE  subject  to
official notice of issuance,  prior to the Effective Time. The parties shall use
their  reasonable  best  efforts  to cause the  Surviving  Corporation  to cause
MeriStar Common Stock to be de-listed from the NYSE and de-registered  under the
Exchange Act as soon as practicable following the Effective Time.

                    Section 5.19 Takeover  Statutes.  If any Takeover Statute is
or may become applicable to the Merger or the other transactions contemplated by
this Agreement,  each of ASC and MeriStar and its respective  board of directors
shall grant such  approvals  and take such actions as are necessary so that such
transactions  may be  consummated  as  promptly  as  practicable  on  the  terms
contemplated  by this  Agreement  and otherwise act to eliminate or minimize the
effects of such statute or regulation on such transactions.

                    Section 5.20  Dividends.  MeriStar and ASC shall  coordinate
with each other with  respect to the  declaration,  setting of record  dates and
payment  dates of  dividends  on  MeriStar  Common  Stock and ASC Shares so that
holders  of  MeriStar  and ASC Common  Stock do not  receive  dividends  on both
MeriStar  Common Stock and ASC Common Stock received in the Merger in respect of
any  calendar  quarter or fail to receive a dividend on either  MeriStar  Common
Stock or ASC Common  Stock  received  in the  Merger in respect of any  calendar
quarter.


                                   ARTICLE VI

                                   CONDITIONS

                    Section 6.1 Conditions to Each Party's Obligation to Effect
the Merger.  The  respective  obligation  of each party to effect the Merger and
consummate  the  other  transactions   contemplated  by  this  Agreement  to  be
consummated on the Closing Date is subject to the  satisfaction  or waiver at or

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prior  to the  Effective  Time of each of the  following  conditions;  provided,
however,  that a party may not  assert  that it is not  obligated  to effect the
Merger and  consummate  the other  transactions  contemplated  by this Agreement
based on a failure to fulfill the conditions  listed in this Section 6.1 if such
failure is caused  primarily  by the actions or  omissions  of such party or its
affiliates:

                   (a) Stockholder  Approval.  (i) The MeriStar  Proposals shall
have been duly approved by the Requisite  MeriStar Vote;  (ii) the ASC Proposals
shall  have  been duly  approved  by the  Requisite  ASC  Vote;  and (iii)  this
Agreement and the transactions contemplated hereby shall have been duly approved
by ASC as the sole stockholder of Merger Sub.

                   (b)  Listing.  The shares of ASC  Common  Stock  issuable  to
MeriStar's  stockholders  pursuant to this Agreement  shall have been authorized
for listing on the NYSE, subject to official notice of issuance.

                   (c) HSR. The waiting period applicable to the consummation of
the Merger under the HSR Act shall have expired or been earlier terminated.

                   (d)  Consents.  All  consents,  approvals  and  action of any
Governmental  Entity  required to permit the  consummation of the Merger and the
other  transactions  contemplated  by this Agreement shall have been obtained or
made,  free of any  condition  that could  reasonably be expected to result in a
Material Adverse Effect on ASC or a Material Adverse Effect on MeriStar.

                   (e) Injunctions. No court or Governmental Entity of competent
jurisdiction shall have enacted,  issued,  promulgated,  enforced or entered any
Law, orders, injunction or decree (whether temporary,  preliminary or permanent)
that is in effect and restrains,  enjoins or otherwise prohibits consummation of
the Merger or the other  transactions  contemplated  by this  Agreement or that,
individually or in the aggregate with all other such Laws,  orders,  injunctions
or decrees,  could reasonably be expected to result in a Material Adverse Effect
on ASC, a Material  Adverse Effect on MeriStar,  or a material adverse effect on
MeriStar and ASC and their subsidiaries, taken as a whole after giving effect to
the Merger.

                   (f) Registration Statement.  The Registration Statement shall
have become  effective  under the Securities  Act. No stop order  suspending the
effectiveness  of the  Registration  Statement  shall have been  issued,  and no
proceedings  for that purpose shall have been  initiated or be threatened by the
SEC.

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                   (g) Other Conditions.

                  (i) The ASC Senior Credit  Facility  Amendment shall have been
         executed or the New ASC Senior Credit Facility shall have been obtained
         and, in either case, the conditions  precedent to the  availability  of
         the funds thereunder shall have been satisfied or waived by the parties
         thereto; and

                  (ii) The ASC Notes Consent shall have been obtained.

                   Section 6.2 Conditions to Obligations of ASC and Merger Sub.
The  obligations  of ASC and Merger Sub to effect the Merger and  consummate the
other  transactions  contemplated  by this  Agreement to be  consummated  on the
Closing Date are also subject to the  satisfaction  or waiver by ASC at or prior
to the Effective Time of the following conditions:

                   (a) Representations  and Warranties.  The representations and
warranties  of MeriStar  set forth in this  Agreement  that are  qualified as to
materiality  or  Material  Adverse  Effect  shall be true and  correct,  and the
representations  and warranties of MeriStar set forth in this Agreement that are
not so  qualified  shall be true and correct in all material  respects,  in each
case as of the date of this Agreement and as of the Closing Date, as though made
on and as of the  Closing  Date,  except to the  extent  the  representation  or
warranty is expressly  limited by its terms to another date,  and ASC shall have
received a certificate  (which  certificate may be qualified by knowledge to the
same extent as the  representations and warranties of MeriStar contained in this
Agreement are so qualified) signed on behalf of MeriStar by an executive officer
of MeriStar to such effect.

                   (b)  Performance of  Obligations of MeriStar.  MeriStar shall
have performed in all material respects all obligations required to be performed
by it under this  Agreement at or prior to the Closing Date,  and ASC shall have
received a certificate  signed on behalf of MeriStar by an executive  officer of
MeriStar to such effect.

                   (c)  Material   Adverse  Effect.   Since  the  date  of  this
Agreement, there shall have been no Material Adverse Effect on MeriStar, and ASC
shall have  received a certificate  of an executive  officer of MeriStar to such
effect.

                   (d) Consents Under  Agreements.  MeriStar shall have obtained
the consent, approval or waiver of each person that is not a Governmental Entity
and is a party to an  agreement  to which  MeriStar  is a party  whose  consent,
approval or waiver  shall be required in order to  consummate  the  transactions
contemplated  by this  Agreement,  except  those for which the failure to obtain
such consent,  approval or waiver,  individually or in the aggregate,  could not
reasonably be expected to result in a Material Adverse Effect on MeriStar.

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                   (e)  Affiliate  Letters.  ASC shall have received an executed
copy of a Rule 145 Affiliate Agreement from each Rule 145 Affiliate of MeriStar.

                   (f)  MeriStar-REIT  Agreement  Amendments.  The MeriStar-REIT
Agreement Amendments shall have been executed.

                   (g) Termination of MeriStar  Senior Secured Credit  Facility.
The MeriStar  Senior  Secured  Credit  Facility  shall have been  terminated and
repaid.

                   (h) MeriStar Senior Management Option Vesting Waivers. All of
the MeriStar Senior Management Option Vesting Waivers shall have been obtained.

                   (i)   MeriStar   Hospitality   Corporation   Financing.   The
commitments  for  the  financing  from  MeriStar  Hospitality  Corporation  (the
"REIT"),  substantially in the terms set forth in Section 6.2(i) of the MeriStar
Disclosure Letter, shall have been obtained.

                   (j) MeriStar OP Amendment.  The MeriStar OP Amendment  shall
have been executed.

                   Section  6.3  Conditions  to  Obligation  of  MeriStar.  The
obligation  of  MeriStar  to  effect  the  Merger  and   consummate   the  other
transactions  contemplated  by this  Agreement to be  consummated on the Closing
Date is also  subject to the  satisfaction  or waiver by MeriStar at or prior to
the Effective Time of the following conditions:

                   (a) Representations  and Warranties.  The representations and
warranties  of each of ASC and Merger Sub set forth in this  Agreement  that are
qualified  as to  materiality  or  Material  Adverse  Effect  shall  be true and
correct,  and the representations and warranties of ASC and Merger Sub set forth
in this  Agreement  that are not so  qualified  shall be true and correct in all
material  respects,  in each case as of the date of this Agreement and as of the
Closing Date, as though made on and as of the Closing Date, except to the extent
the  representation  or  warranty is  expressly  limited by its terms to another
date, and MeriStar shall have received a certificate  (which  certificate may be
qualified by knowledge to the same extent as the  representations and warranties
of each of ASC and Merger Sub  contained  in this  Agreement  are so  qualified)
signed on behalf of each of ASC and Merger Sub by an executive officer of ASC to
such effect.

                   (b) Performance of Obligations of ASC and Merger Sub. Each of
ASC and Merger Sub shall have performed in all material respects all obligations
required to be performed  by it under this  Agreement at or prior to the Closing
Date, and MeriStar shall have received a certificate signed on behalf of ASC and
Merger Sub by an executive officer of ASC to such effect.

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<PAGE>

                   (c)  Material   Adverse  Effect.   Since  the  date  of  this
Agreement, there shall have been no Material Adverse Effect on ASC, and MeriStar
shall have received a certificate of an executive officer of ASC to such effect.

                   (d) Consents  Under  Agreements.  ASC shall have obtained the
consent, approval or waiver of each person that is not a Governmental Entity and
is a party to an  agreement to which ASC is a party whose  consent,  approval or
waiver shall be required in order to consummate the transactions contemplated by
this Agreement, except those for which failure to obtain such consents, approval
or waiver, individually or in the aggregate, could not reasonably be expected to
result in Material Adverse Effect on ASC.

                   (e) Tax Opinion.  MeriStar shall have received the opinion of
Paul, Weiss, Rifkind, Wharton & Garrison, counsel to MeriStar, dated on or about
the date that is two  business  days  prior to the date the Proxy  Statement  is
first  mailed  to  MeriStar  Shareholders,  in  form  and  substance  reasonably
satisfactory  to  MeriStar,  to the effect  that the Merger  will be treated for
federal  income tax purposes as a  reorganization  within the meaning of Section
368(a) of the Code,  and that each of ASC,  Merger  Sub and  MeriStar  will be a
party to that  reorganization  within the meaning of Section  368(b) of the Code
which opinion shall not have been withdrawn or modified in any material respect.

                   (f) Recapitalization.

                  (i) All of the issued and  outstanding  shares of ASC Series A
         Preferred  Stock shall have been  converted in accordance  with the ASC
         Voting/Recapitalization Agreement.

                  (ii) All of the issued and outstanding  shares of ASC Series B
         Preferred  Stock shall have been  converted in accordance  with the ASC
         Voting/Recapitalization Agreement.

                  (iii) Each share of ASC Class A Common  Stock  shall have been
         converted into one share of ASC Common Stock in accordance with the ASC
         Voting/Recapitalization Agreement.

                  (iv) Each of the parties to the ASC  Voting/  Recapitalization
         Agreement  shall  have  performed  all  of its  respective  obligations
         thereunder in all material respects.

                  (v) The  Resorts  Credit  Facility  Amendment  and the Resorts
         Credit Facility Conversion shall have occurred.

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                   (vi) The transactions described in Section 5.10(l) shall have
been completed,  and all consents  described in Section  5.10(l)(iii) shall have
been obtained.

                   (vii)  Termination of the Existing  Stockholders'  Agreement.
The Existing Stockholders' Agreement shall have been terminated.


                                   ARTICLE VII

                                   TERMINATION

                   Section 7.1  Termination.  This Agreement may be terminated
and the  Merger  may be  abandoned  at any  time  prior to the  Effective  Time,
notwithstanding  any  requisite  approval  and  adoption of this  Agreement,  as
follows:

                   (a) by mutual written consent of ASC (duly  authorized by its
Board of Directors) and MeriStar (duly authorized by its Board of Directors);


                   (b) by either ASC or MeriStar,  if the  Effective  Time shall
not have occurred on or before April 30, 2001; provided,  however,  that (i) the
right to  terminate  this  Agreement  under  this  Section  7.1(b)  shall not be
available  to the party  whose  failure to  fulfill  any  obligation  under this
Agreement  shall  have been the cause of, or  resulted  in,  the  failure of the
Effective Time to occur on or before such date;  (ii) if the applicable  federal
antitrust  authority  seeks an order,  injunction  or decree with respect to the
legality of the Merger under  applicable  antitrust  Laws, this Agreement may be
extended prior to the  termination of this Agreement by written notice of either
ASC or MeriStar to the other to the date that is 30 days  following  the date on
which a ruling with respect to such an order, injunction or decree is entered by
a trial court or  administrative  body;  and (iii) if such order,  injunction or
decree has been entered,  which had the effect of enjoining the  consummation of
the  Merger  and any party to this  Agreement  shall  have  commenced  an appeal
thereof,  this  Agreement  may be  extended  prior  to the  termination  of this
Agreement  by written  notice of either ASC or MeriStar to the other to the date
which is 30 days following the issuance of a decision by the applicable  appeals
court with respect to such an appeal; provided,  further, that,  notwithstanding
anything  to the  contrary  in this  Section  7.1(b),  in no  event  shall  this
Agreement be extended beyond May 31, 2001;

                   (c) by either ASC or MeriStar,  if any order,  injunction  or
decree  preventing the consummation of the Merger shall have been entered by any
court of competent  jurisdiction  or  Governmental  Entity and shall have become
final and nonappealable;

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<PAGE>

                   (d) by either ASC or MeriStar,  if (i) the MeriStar Proposals
fail to receive the Requisite MeriStar Vote at the MeriStar Stockholders Meeting
or any  adjournment  or  postponement  thereof or (ii) the ASC Proposals fail to
receive  the  Requisite  ASC  Vote  at  the  ASC  Stockholders  Meeting  or  any
adjournment or postponement thereof;

                   (e) by ASC,  upon a breach  of any  material  representation,
warranty,  covenant  or  agreement  on the part of  MeriStar  set  forth in this
Agreement,  or if any  representation or warranty of MeriStar has become untrue,
in either case such that the conditions set forth in either of Section 6.2(a) or
6.2(c) would not be  satisfied  (a  "Terminating  MeriStar  Breach");  provided,
however,  that,  if such  Terminating  MeriStar  Breach is curable  by  MeriStar
through the exercise of its reasonable  best efforts and for so long as MeriStar
continues to exercise such reasonable  best efforts,  ASC may not terminate this
Agreement  under this Section 7.1(e) for a period of 30 days after discovery and
notification thereof;

                   (f) by MeriStar, upon breach of any material  representation,
warranty,  covenant or agreement on the part of ASC set forth in this Agreement,
or if any  representation  or warranty of ASC has become untrue,  in either case
such that the  conditions  set forth in either of Section 6.3(a) or 6.3(c) would
not be satisfied (a "Terminating ASC Breach");  provided, however, that, if such
Terminating ASC Breach is curable by ASC through its reasonable best efforts and
for so long as ASC continues to exercise such reasonable best efforts,  MeriStar
may not terminate  this  Agreement  under this Section 7.1(f) for a period of 30
days after discovery and notification thereof;

                   (g) by  ASC,  if (i)  the  Board  of  Directors  of  MeriStar
withdraws,  modifies or changes its approval or recommendation of this Agreement
in a manner adverse to ASC or has resolved to do so, (ii) the Board of Directors
of  MeriStar  has  recommended  to  the  stockholders  of  MeriStar  a  MeriStar
Acquisition  Proposal or shall have resolved to do so or (iii) a tender offer or
exchange  offer for any  outstanding  shares of  capital  stock of  MeriStar  is
commenced  and the Board of  Directors of MeriStar  fails to  recommend  against
acceptance of such tender offer or exchange offer by its stockholders (including
by taking no position  with  respect to the  acceptance  of such tender offer or
exchange offer by its stockholders);

                   (h) by  MeriStar,  if  (i)  the  Board  of  Directors  of ASC
withdraws,  modifies or changes its approval or recommendation of this Agreement
in a manner  adverse to MeriStar or shall have resolved to do so, (ii) the Board
of Directors of ASC shall have  recommended  to the  stockholders  of ASC an ASC
Acquisition Proposal or shall have resolved to do so, or (iii) a tender offer or
exchange offer for any  outstanding  shares of capital stock of ASC is commenced
and the Board of Directors of ASC fails to recommend against  acceptance of such
tender  offer or  exchange  offer by its  stockholders  (including  by taking no

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position with respect to the  acceptance of such tender offer or exchange  offer
by its stockholders);

                   (i) by ASC, if, prior to the ASC  Stockholders  Meeting,  the
Board of Directors of ASC shall have  withdrawn or modified in  accordance  with
Section 5.9 in any manner adverse to MeriStar its approval or  recommendation of
the Merger or this Agreement in connection with, or approved or recommended, any
ASC  Superior  Proposal;  provided,  however,  that ASC may not  terminate  this
Agreement pursuant to this Section 7.1(i) until three business days have elapsed
following  delivery to MeriStar of written notice of such  determination  of ASC
(which written notice will inform  MeriStar of the material terms and conditions
of the ASC Superior Proposal); provided, further, however, that such termination
under this Section  7.1(i) shall not be effective  until ASC has made payment to
MeriStar of the amounts required to be paid pursuant to Section 7.3(c); or

                   (j)  by  MeriStar,  if,  prior to the  MeriStar  Stockholders
Meeting,  the Board of Directors of MeriStar shall have withdrawn or modified in
accordance  with  Section  5.8 in any  manner  adverse  to ASC its  approval  or
recommendation  of the Merger or this Agreement in connection  with, or approved
or recommended, any MeriStar Superior Proposal; provided, however, that MeriStar
may not terminate  this  Agreement  pursuant to this Section  7.1(j) until three
business days have elapsed  following  delivery to ASC of written notice of such
determination  of MeriStar (which written notice will inform ASC of the material
terms and  conditions of the MeriStar  Superior  Proposal);  provided,  further,
however,  that such termination under this Section 7.1(j) shall not be effective
until  MeriStar  has made  payment  to ASC of the  amounts  required  to be paid
pursuant to Section 7.3(b).

                   Section  7.2 Effect of  Termination.  Except as provided in
Section 7.3 and Section  5.7(b),  in the event of  termination of this Agreement
pursuant to Section 7.1, this Agreement shall forthwith become void, there shall
be  no  liability  under  this  Agreement  on  the  part  of  ASC  and  any  ASC
Subsidiaries,  Merger Sub or MeriStar  and any MeriStar  Subsidiaries  or any of
their respective  Representatives,  and all rights and obligations of each party
to this Agreement shall cease; provided, however, that nothing in this Agreement
shall  relieve  any party from  liability  for the  wilful  breach of any of its
representations  and  warranties  or the  breach  of any  of  its  covenants  or
agreements set forth in this Agreement.

                   Section 7.3 Expenses and Fees Following Certain Termination
Events.

                   (a) Expenses.  Except as otherwise provided in Section 7.3 or
as set forth in the ASC  Voting/Recapitalization  Agreement,  whether or not the
Merger is consummated,  all Expenses incurred in connection with this Agreement,
the Merger and the other  transactions  contemplated  by this Agreement shall be
paid by the party  incurring  such  Expense,  except that  Expenses  incurred in
connection  with  the  filing  fees for the  Proxy  Statement  and  Registration

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<PAGE>

Statement,  the printing and mailing of the Proxy  Materials  and the filing fee
under the HSR Act shall be shared  equally by ASC and MeriStar.  For purposes of
this  Agreement,  "Expenses"  consist of all reasonable  out-of-pocket  expenses
(including, all fees and expenses of counsel,  accountants,  investment bankers,
experts  and  consultants  to a party  to  this  Agreement  and its  affiliates)
incurred  by a party or on its  behalf  in  connection  with or  related  to the
authorization,  preparation,  negotiation,  execution  and  performance  of this
Agreement, the preparation,  printing, filing and mailing of the Proxy Statement
or the Proxy Materials,  the solicitation of stockholder approvals and all other
matters  related  to  the  closing  of the  transactions  contemplated  by  this
Agreement.

                   (b) Fees and Expenses Payable by MeriStar.

                  (i) If  this  Agreement  is  terminated  pursuant  to  Section
         7.1(d)(i), (g) or (j), then MeriStar shall, upon such termination,  pay
         as  directed  by ASC  (1) a fee  equal  to  $5,000,000,  plus  (2)  the
         reimbursement  of all of  ASC's  documented  Expenses  up to a  maximum
         reimbursable amount of $1,000,000.

                  (ii) Payment of any amounts under this Section 7.3(b) shall be
         made by wire transfer of immediately  available funds to a bank account
         designated in writing by ASC.

                  (c) Fees and Expenses Payable by ASC.

                  (i) If  this  Agreement  is  terminated  pursuant  to  Section
         7.1(d)(ii),  (h) or (i), then ASC shall, upon such termination,  pay as
         directed  by  MeriStar  (1) a fee  equal  to  $7,000,000,  plus (2) the
         reimbursement of all of MeriStar's  documented Expenses up to a maximum
         reimbursable amount of $1,000,000.

                  (ii) Payment of any amounts under this Section 7.3(c) shall be
         made by wire transfer of immediately  available funds to a bank account
         designated in writing by MeriStar.

                   (d) MeriStar  acknowledges  that the agreements  contained in
this Section 7.3 are an integral part of the  transactions  contemplated by this
Agreement, and that, without these agreements,  ASC and the Merger Sub would not
enter into this  Agreement;  accordingly,  if MeriStar fails to pay promptly the
amounts due pursuant to Section  7.3(b),  and, in order to obtain such  payment,
ASC commences a suit which results in a judgment  against  MeriStar for all or a
portion  of such  amounts,  MeriStar  shall  pay to ASC the  Expenses  of ASC in
connection with such suit,  together with interest on the amounts payable to ASC
at the prime rate of  Citibank,  N.A.,  in effect on the date such  payment  was
required to be made.

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<PAGE>

                   (e) ASC  acknowledges  that the agreements  contained in this
Section  7.3 are an  integral  part  of the  transactions  contemplated  by this
Agreement,  and that,  without these  agreements,  MeriStar would not enter into
this  Agreement;  accordingly,  if ASC fails to pay  promptly  the  amounts  due
pursuant  to Section  7.3(c),  and, in order to obtain  such  payment,  MeriStar
commences  a suit  which  results in a judgment  against  MeriStar  for all or a
portion of such  amounts,  ASC shall pay to MeriStar the Expenses of MeriStar in
connection  with such suit,  together  with  interest on the amounts  payable to
MeriStar at the prime rate of Citibank, N.A., in effect on the date such payment
was required to be made.

                   (f) This Section 7.3 shall  survive the  termination  of this
Agreement.


                                  ARTICLE VIII

                                  MISCELLANEOUS

       Section 8.1 Certain Definitions. For purposes of this Agreement:

                   (a) The term "affiliate," as applied to any person, means any
other person directly or indirectly controlling,  controlled by, or under common
control  with,  that  person.  For the  purposes of this  definition,  "control"
(including,  with correlative meanings, the terms "controlling," "controlled by"
and  "under  common  control  with"),  as  applied  to  any  person,  means  the
possession,  directly  or  indirectly,  of the  power to  direct  or  cause  the
direction of the  management  and policies of that person,  whether  through the
ownership of voting securities,  by contract or otherwise.  For the avoidance of
doubt,  for purposes of this  Agreement,  the REIT,  ASC, Merger Sub and the ASC
Subsidiaries  shall not be deemed to be  affiliates  of MeriStar or the MeriStar
Subsidiaries,  and MeriStar and the MeriStar  Subsidiaries will not be deemed to
be affiliates of ASC or the ASC Subsidiaries.

                   (b) The  term  "business  day"  means  any  day,  other  than
Saturday, Sunday or a federal holiday, and shall consist of the time period from
12:01 a.m.  through  12:00  midnight  Eastern time. In computing any time period
under this  Agreement,  the date of the event  which  begins the running of such
time period  shall be included  except that if such event occurs on other than a
business  day such  period  shall  begin to run on and shall  include  the first
business day thereafter.

                   (c) The term  "including"  means,  unless the context clearly
requires otherwise,  including but not limited to the things or matters named or
listed after that term.

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<PAGE>

                   (d) The term  "knowledge,"  (i) as applied to MeriStar  means
the actual  knowledge  of the persons  listed in Section  8.1(d) of the MeriStar
Disclosure  Letter and (ii) as applied to ASC means the actual  knowledge of the
persons listed in Section 8.1(d) of the ASC Disclosure Letter.

                   (e) The term "Material  Adverse Effect on MeriStar" means any
change in or effect on the business, assets,  properties,  results of operations
or financial condition of MeriStar or any MeriStar Subsidiary that is materially
adverse to MeriStar and the  MeriStar  Subsidiaries,  taken as a whole,  or that
could  reasonably  be expected to  materially  impair the ability of MeriStar to
perform its obligations under this Agreement or to consummate the Merger and the
other transactions contemplated by this Agreement.

                   (f) The term  "Material  Adverse  Effect  on ASC"  means  any
change in or effect on the business, assets,  properties,  results of operations
or financial  condition of ASC or any ASC Subsidiary that is materially  adverse
to ASC and the ASC  Subsidiaries,  taken as a whole, or that could reasonably be
expected  to  materially  impair the ability of ASC or Merger Sub to perform its
obligations  under  this  Agreement  or to  consummate  the Merger and the other
transactions contemplated by this Agreement.

                   (g)   The   term   "person"   shall   include    individuals,
corporations,  limited  and  general  partnerships,  trusts,  limited  liability
companies,   associations,  joint  ventures,  Governmental  Entities  and  other
entities and groups  (which term shall include a "group" as such term is defined
in Section 13(d)(3) of the Exchange Act).

                   (h) The  term  "subsidiary"  or  "subsidiaries"  means,  with
respect to ASC, MeriStar or any other person,  any entity of which ASC, MeriStar
or such other  person,  as the case may be (either  alone or through or together
with any other subsidiary),  owns, directly or indirectly, stock or other equity
interests  the holders of which are  generally  entitled to more than 50% of the
vote for the election of the board of directors or other  governing body of such
corporation or other legal entity.

                   Section 8.2 Survival.  The  representations and warranties
in this Agreement and in any  certificate  delivered  under this Agreement shall
not  survive  the  Effective  Time.  Each  party  agrees  that,  except  for the
representations  and  warranties  contained  in  this  Agreement,  the  MeriStar
Disclosure Letter and the ASC Disclosure  Letter, no party to this Agreement has
made any other  representations  and  warranties,  and each party  disclaims any
other  representations  and  warranties,  made by itself or any of its officers,
directors,   employees,   agents,   financial   and  legal   advisors  or  other
Representatives  with respect to the execution and delivery of this Agreement or
the transactions contemplated by this Agreement, notwithstanding the delivery or

                                       88
<PAGE>

disclosure   to  any  other  party  or  any  party's   representatives   of  any
documentation  or  other  information  with  respect  to any  one or more of the
foregoing.

                   Section 8.3  Counterparts.  This Agreement may be executed
in any  number of  counterparts,  each such  counterpart  being  deemed to be an
original  instrument,  and all such counterparts  shall together  constitute the
same agreement.

                   Section 8.4 GOVERNING LAW; WAIVER OF JURY TRIAL.

                   (a) THIS  AGREEMENT  SHALL BE DEEMED TO BE MADE IN AND IN ALL
RESPECTS SHALL BE INTERPRETED,  CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH
THE LAW OF THE STATE OF NEW YORK WITHOUT  REGARD TO CONFLICT OF LAW  PRINCIPLES,
EXCEPT THAT MATTERS  GOVERNED OR AFFECTED BY THE GENERAL  CORPORATION LAW OF THE
STATE OF DELAWARE SHALL BE GOVERNED BY THAT LAW.

                   (b) Each party  acknowledges  and agrees that any controversy
which 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 8.4(b).

                   Section 8.5 Notices. Any notice,  request,  instruction or
other  document  to be given  hereunder  by any party to the others  shall be in
writing and  delivered  personally  or sent by  registered  or  certified  mail,
postage prepaid, or by facsimile:

                    If to ASC or Merger Sub:

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

                            with copies to:

                                       89
<PAGE>

                            Shearman & Sterling
                            599 Lexington Avenue
                            New York, New York 10022-6069
                            Attention:  Mark Roppel, Esq.
                            Fax:  (212) 848-7179

                                    and

                            Oak Hill Capital Partners, L.P.
                            201 Main Street
                            Forth Worth, Texas  76102
                            Attention:  Ray Pinson
                            Fax: (817) 280-0576

                                    and

                            Oak Hill Capital Management Partners, L.P.
                            Park Avenue Tower
                            65 East 55th Street
                            New York, New York  10022
                            Attention:  Steven B. Gruber
                                        Bradford E. Bernstein
                            Fax:  (212) 838-8411

                    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 10019-6064
                            Attention:  Richard S. Borisoff, Esq.
                            Fax:  (212) 757-3990

or to such other  persons or  addresses as may be  designated  in writing by the
party to receive such notice as provided above.

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<PAGE>

                    Section 8.6 Entire Agreement.  This Agreement  (including
any  annexes to this  Agreement),  the  MeriStar  Disclosure  Letter and the ASC
Disclosure  Letter, the ASC  Voting/Recapitalization  Agreement and the MeriStar
Voting  Agreement  constitute the entire agreement and supersede all other prior
agreements,  understandings,  representations  and warranties,  both written and
oral, among the parties, with respect to the subject matter of this Agreement.

                    Section  8.7  No Third  Party  Beneficiaries.  Except  as
provided  in Section  5.10 this  Agreement  is not  intended  to confer upon any
person  other than the parties to this  Agreement  any rights or remedies  under
this Agreement.

                    Section 8.8  Amendment.  This Agreement may be amended by
the  parties  to this  Agreement  by  action  taken  by or on  behalf  of  their
respective Boards of Directors at any time prior to the Effective Time; provided
that,  after the approval of this Agreement by the  stockholders  of MeriStar or
ASC, no amendment may be made that would reduce the amount or change the type of
consideration  into  which each share of  MeriStar  Common  Stock or ASC Class A
Common Stock or ASC Series A Preferred Stock or ASC Series B Preferred Stock, as
the case may be,  shall be  converted  upon  consummation  of the  Merger.  This
Agreement may not be amended  except by an  instrument in writing  signed by the
parties to this Agreement.

                    Section  8.9  Waiver.  At any time prior to the Effective
Time, any party to this Agreement may (a) extend the time for the performance of
any obligation or other act of any other party to this Agreement,  (b) waive any
inaccuracy in the representations and warranties  contained in this Agreement or
in any document  delivered  pursuant to this Agreement and (c) waive  compliance
with any  agreement or condition  contained in this  Agreement.  Any waiver of a
condition set forth in Section 6.1, or any  determination  that such a condition
has  been  satisfied,  will be  effective  only if  made in  writing  by each of
MeriStar  and  ASC  and,  unless  otherwise  specified  in such  writing,  shall
thereafter  operate as a waiver (or satisfaction) of such conditions for any and
all purposes of this  Agreement.  Any such extension or waiver shall be valid if
set forth in an instrument in writing signed by the party or parties to be bound
thereby.

                    Section 8.10 Obligations of ASC and of MeriStar. Whenever
this Agreement  requires an ASC Subsidiary to take any action,  that requirement
shall be deemed to include an  undertaking  on the part of ASC to cause that ASC
Subsidiary  to take that action.  Whenever  this  Agreement  requires a MeriStar
Subsidiary to take any action,  that  requirement  shall be deemed to include an
undertaking  on the part of MeriStar to cause that  MeriStar  Subsidiary to take
that  action  and,  after  the  Effective  Time,  on the  part of the  Surviving
Corporation to cause that MeriStar Subsidiary to take that action.

                                       91
<PAGE>

                    Section  8.11   Severability.   The  provisions  of  this
Agreement shall be deemed  severable and the invalidity or  unenforceability  of
any  provision  shall not affect the  validity  or  enforceability  or the other
provisions  of  this  Agreement.  If any  provision  of this  Agreement,  or the
application of that provision to any person or any  circumstance,  is invalid or
unenforceable,  (a) a suitable and equitable  provision shall be substituted for
that  provision  in order to carry out, so far as may be valid and  enforceable,
the intent and purpose of the  invalid or  unenforceable  provision  and (b) the
remainder  of this  Agreement  and the  application  of the  provision  to other
persons  or   circumstances   shall  not  be  affected  by  such  invalidity  or
unenforceability,  nor shall  such  invalidity  or  unenforceability  affect the
validity  or  enforceability  of the  provision,  or  the  application  of  that
provision, in any other jurisdiction.

                    Section  8.12  Interpretation.  The table of contents and
headings  in this  Agreement  are for  convenience  of  reference  only,  do not
constitute  part of this Agreement and shall not be deemed to limit or otherwise
affect  any of the  provisions  of this  Agreement.  Where a  reference  in this
Agreement is made to a Section,  exhibit or annex,  that reference shall be to a
Section of or exhibit or annex to this Agreement unless otherwise indicated.

                    Section  8.13  Assignment.  This  Agreement  shall not be
assignable  by operation of law or  otherwise,  except that  pursuant to Section
1.1(b) ASC may designate,  by written notice to MeriStar, an ASC Subsidiary that
is  wholly  owned  directly  or  indirectly  by ASC to be  merged  with and into
MeriStar in lieu of Merger Sub, in which event all  references in this Agreement
to Merger Sub shall be deemed  references  to such ASC  Subsidiary,  and in that
case, all  representations and warranties made in this Agreement with respect to
Merger Sub as of the date of this Agreement shall be deemed  representations and
warranties  made  with  respect  to such ASC  Subsidiary  as of the date of such
designation.

                    Section 8.14  Specific  Performance.  The parties to this
Agreement agree that 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  reached.  It is  accordingly  agreed that 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 any court of the United  States or any state  having  jurisdiction,
this being in addition to any other  remedy to which they are entitled at law or
in equity.

                                       92
<PAGE>

                    IN WITNESS  WHEREOF,  this  Agreement has been duly executed
and delivered by the duly  authorized  officers of the parties to this Agreement
as of the date first written above.

                              MERISTAR HOTELS & RESORTS, INC.


                              By:  /s/ Paul W. Whetsell
                                   --------------------------------------------
                                   Name: Paul W. Whetsell
                                   Title: Chief Executive Officer


                              AMERICAN SKIING COMPANY

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


                              ASC MERGER SUB, INC.

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

                                       93
<PAGE>

                                                                         ANNEX A


                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                            DORAL INTERNATIONAL, INC.

                  The undersigned, Foster A. Stewart, Jr., certifies that he is
the ___________ of American Skiing Company, a corporation organized and existing
under the laws of the State of Delaware (the "corporation"), and does hereby
further certify as follows:

(1)      The name of the corporation is American Skiing Company, and the
         original Certificate of Incorporation of the corporation was filed with
         the Secretary of State of the State of Delaware on _________________.

(2)      This Amended and Restated Certificate of Incorporation was duly adopted
         in accordance with the provisions of Sections 242 and 245 of the
         General Corporation Law of the State of Delaware.

(3)      The text of the Restated Certificate of Incorporation of the
         corporation as amended hereby is restated to read in its entirety, as
         follows:

         FIRST: The name of the corporation is Doral International, Inc.

<PAGE>

         SECOND: The address of the corporation's registered office in the State
of Delaware is 1209 Orange Street, in the City of Wilmington, County of New
Castle, 19801. The name of its registered agent at such address is The
Corporation Trust Company.

         THIRD: The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.

         FOURTH: The total number of shares of stock which the corporation shall
have authority to issue is 300,000,000, divided into 299,500,000 shares of
common stock, par value of $0.01 per share ("Common Stock"), and 500,000 shares
of serial preferred stock, par value of $0.01 per share ("Serial Preferred
Stock").

(1)      Voting Rights.

         Subject to the provisions of any applicable law or of the Bylaws of the
corporation, as from time to time amended, with respect to the closing of the
transfer books or the fixing or a record date for the determination of
stockholders entitled to vote:

         (a)      Each holder of Common Stock shall be entitled to one vote for
                  each share held, except as otherwise provided by law or by the
                  resolution or resolutions providing for the issue of any
                  series of shares of Serial Preferred Stock.

         (b)      The holders of Serial Preferred Stock shall have such voting
                  rights as are set forth elsewhere in this Certificate of
                  Incorporation or as are fixed and determined by the Board of
                  Directors for the particular series.

         (c)      There shall be no cumulative voting rights, and no holders of
                  stock of the corporation shall have pre-emptive rights to
                  subscribe for any shares of any class of stock of the
                  corporation whether now or hereafter authorized.

<PAGE>

(2)      Dividends.

         Except as otherwise provided by the resolution or resolutions providing
for the issue of any series of shares of Serial Preferred Stock, the holders of
Common Stock shall be entitled to such dividends on a pro rata basis as may be
declared from time to time by the Board of Directors, subject to the other
provisions of this Certificate of Incorporation.

(3)      Liquidation.

         In the event of the liquidation, dissolution or winding up of the
corporation, whether voluntary or involuntary, the holders of Common Stock shall
be entitled to participate on a pro rata basis in the net assets of the
corporation remaining after distributions to the holders of the Serial Preferred
Stock.

(4)      Serial Preferred Stock.

         The Board of Directors is authorized, subject to limitations prescribed
by law and the other provisions herein, to provide for the issuance of the
shares of Serial Preferred Stock in series, and by filing a certificate pursuant
to the applicable law of the State of Delaware, to establish from time to time
the number of shares to be included in each such series, provided that the
aggregate number of shares issued and not canceled of any and all such series
shall not exceed the total number of shares of Serial Preferred Stock
hereinabove authorized, and to fix the designation, powers, preferences and
rights of the shares of each such series and the qualifications, limitations or
restrictions thereof all as shall hereafter be stated and expressed in the
resolution or resolutions providing for the issue of such shares of Serial
Preferred Stock from time to time adopted by the Board of Directors.

<PAGE>

         The authority of the Board of Directors with respect to each series
shall include, but not be limited to, determination of the following:

         (i)      The number of shares constituting that series and the
                  distinctive designation of that series;

         (ii)     The dividend rate on the shares of that series, whether
                  dividends shall be cumulative, and, if so, from which date or
                  dates, and the relative rights of priority, if any, of payment
                  of dividends on shares of that series;

         (iii)    Whether that series shall have voting rights, in addition to
                  the voting rights provided by law, and, if so, the terms of
                  such voting rights;

         (iv)     Whether that series shall have conversion or exchangeability
                  privileges, and, if so, the terms and conditions of such
                  conversion or exchange, including provision for adjustment of
                  the conversion or exchange rate in such events as the Board of
                  Directors shall determine;

         (v)      Whether or not the shares of that series shall be redeemable
                  and, if so, the terms and conditions of such redemption,
                  including the date or date upon or after which they shall be
                  redeemable, and the amount per share payable in the case of
                  redemption, which amount may vary under different conditions
                  and at different redemption dates;

         (vi)     Whether that series shall have a sinking fund for the
                  redemption or purchase of shares of that series, and, if so,
                  the terms and amount of such sinking fund;

         (vii)    The rights of the shares of that series in the event of
                  voluntary or involuntary liquidation, dissolution or winding
                  up of the corporation, and the relative rights of priority, if
                  any, of payment of shares of that series;

<PAGE>

         (viii)   Any conditions or restrictions upon the creation of
                  indebtedness of the corporation or any subsidiary, upon the
                  issue of any additional shares (including additional shares of
                  such series or of any other series) and upon the payment of
                  dividends or the making of other distributions on, and the
                  purchase, redemption or other acquisition by the corporation
                  or any subsidiary of, any outstanding shares of the
                  corporation; and

         (ix)     Any other relative rights, preferences and limitations of that
                  series.

         Series A 14% Preferred Stock. The powers, preferences and relative,
participating, optional and other special rights, and the qualifications,
limitations and restrictions, of the shares of Serial Preferred Stock designated
the "Series A 14% Preferred Stock" are as set forth in this Article Fourth and
in Exhibit B to this Certificate of Incorporation.

(5)      Issuance for Consideration.

         Subject to the provisions of this Certificate of Incorporation and
except as otherwise provided by law, the stock of the corporation, regardless of
class, may be issued for such consideration and for such corporate purposes as
the Board of Directors may from time to time determine.

         FIFTH: The incorporator of the corporation is Foster A. Stewart, Jr.,
whose mailing address is c/o American Skiing Company, Sunday River Road, Bethel,
Maine 04217.

         SIXTH: Unless and except to the extent that the Bylaws of the
corporation shall so require, the election of directors of the corporation need
not be by written ballot.

<PAGE>

         SEVENTH: In furtherance and not in limitation of the powers conferred
by the laws of the State of Delaware, the Board of Directors of the corporation
is expressly authorized to make, alter and repeal the Bylaws of the corporation,
subject to the power of the stockholders of the corporation to alter or repeal
any Bylaw whether adopted by them or otherwise.

         EIGHTH: Except as otherwise provided in this Certificate of
Incorporation, the corporation reserves the right at any time, and from time to
time, to amend, alter, change or repeal any provision contained in this
Certificate of Incorporation, and other provisions authorized by the laws of the
State of Delaware at the time in force may be added or inserted, in the manner
now or hereafter prescribed by law; and all rights, preferences and privileges
of whatsoever nature conferred upon stockholders, directors or any other persons
whomsoever by and pursuant to this Certificate of Incorporation in its present
form or as hereafter amended are granted subject to the rights reserved in this
article.

         NINTH: The business and affairs of the corporation shall be managed by
or under the direction of the Board of Directors. The number of directors of the
corporation shall be as from time to time fixed by, or in the manner provided
in, the Bylaws of the corporation. The directors shall be divided into three
classes, designated Class I, Class II and Class III. Each class shall consist,
as nearly as may be possible, of one-third the total number of directors
constituting the entire Board of Directors. The term of the initial Class I
directors shall terminate on the date of the 2001 annual meeting of
stockholders; the term of the initial Class II directors shall terminate on the
date of the 2002 annual meeting of stockholders and the term of the initial
Class III directors shall terminate on the date of the 2003 annual meeting of
stockholders. At each annual meeting of stockholders beginning in 2001,
successors to the class of directors whose term expires at that annual meeting
shall be elected for a three year term. If the number of directors is changed,
any increase or decrease shall be apportioned among the classes so as to
maintain the number of directors in each class as nearly equal as possible, and
any additional directors of any class elected to fill a vacancy resulting from
an increase in such class shall hold office for a term that shall coincide with
the remaining term of that class, but in no case will a decrease in the number
of directors shorten the term of any incumbent director. A director shall hold
office until the annual meeting for the year in which his term expires and until
his successor shall be elected and shall qualify, subject, however, to prior
death, resignation, retirement, disqualification or removal from office. Any
vacancy on the Board of Directors, however resulting, may be filled by a
majority of the directors then in office, even if less than a quorum, or by a
sole remaining director. Any director elected to fill a vacancy shall hold
office for a term that shall coincide with the term of the class to which such
director shall have been elected.

         Subject to the rights of the holders of any series of Serial Preferred
Stock to elect additional directors under specified circumstances, any director
may be removed from office at any time, but only for cause and only by the
affirmative vote of the holders of at least 66? percent of all votes entitled to
be cast by all of the then outstanding shares of capital stock of the
corporation in an election of directors at an annual meeting or at a special
meeting of stockholders called for the purpose of removing such director.

<PAGE>

         Notwithstanding the foregoing, whenever the holders of any one or more
classes or series of Preferred Stock issued by the corporation shall have the
right, voting separately by class or series, to elect directors at an annual or
special meeting of stockholders, the election, term of office, filling of
vacancies and other features of such directorships shall be governed by the
terms of this Certificate of Incorporation or the resolution or resolutions
adopted by the Board of Directors pursuant to Article Fourth applicable thereto.

         TENTH: Meetings of stockholders of the corporation may be held at such
place, either within or outside the State of Delaware as may be designated by or
in the manner provided in the Bylaws. Any action required or permitted to be
taken at any annual or special meeting of stockholders may be taken only upon
the vote of the stockholders at an annual or special meeting duly noticed and
called, as provided in the Bylaws of the corporation, and may not be taken by a
written consent of the stockholders pursuant to the Delaware General Corporation
Law. Special meetings of stockholders of the corporation may be called at any
time only by the Chairman of the Board of Directors, the Vice Chairman of the
Board of Directors, the Secretary of the Board, by the Chief Executive Officer
or by a majority of the directors, and any power of stockholders to call a
special meeting is specifically denied. Business transacted at any special
meeting of stockholders shall be limited to matters relating to the purpose or
purposes stated in the notice of meeting.

         ELEVENTH: Personal Liability of Directors or Officers.

         (1) Limitation. No director of the corporation shall be personally
liable to the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, provided that this provision shall not eliminate
or limit the liability of a director (a) for any breach of the director's duty
of loyalty to the corporation or its stockholders, (b) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (c) under Section 174 of the Delaware General Corporation Law or (d) for
any transaction from which the director derived an improper personal benefit.

<PAGE>

         (2) Indemnification and Advance of Expenses. To the extent not
prohibited by law, the corporation shall indemnify any person who is or was
made, or threatened to be made, a party to any threatened, pending or completed
action, suit or proceeding (a "Proceeding"), whether civil, criminal,
administrative or investigative, including, without limitation, an action by or
in the right of the corporation to procure a judgment in its favor, by reason of
the fact that such person, or a person of whom such person is the legal
representative, is or was as a director or officer of the corporation, or, at
the request of the corporation, is or was serving as a director or officer of
any other corporation or in a capacity with comparable authority or
responsibilities for any partnership, joint venture, trust, employee benefit
plan or other enterprise (an "Other Entity"), against judgments, fines,
penalties, excise taxes, amounts paid in settlement and costs, charges and
expenses (including attorneys' fees, disbursements and other charges). Persons
who are not directors or officers of the corporation (or otherwise entitled to
indemnification pursuant to the preceding sentence) may be similarly indemnified
in respect of service to the corporation or to an Other Entity at the request of
the corporation to the extent the corporation determines to provide such
indemnification.

         The corporation shall reimburse or advance to any director or officer
or other person entitled to indemnification hereunder the funds necessary for
payment of expenses, including attorneys' fees and disbursements, incurred in
connection with any Proceeding, in advance of the final disposition of such
Proceeding; provided, however, that, if required by the Delaware General
Corporation Law, such expenses incurred by or on behalf of any director or
officer or other person may be paid in advance of the final disposition of a
Proceeding only upon receipt by the corporation of an undertaking, by or on
behalf of such director or officer (or other person indemnified hereunder), to
repay any such amount so advanced if it shall ultimately be determined by final
judicial decision from which there is no further right of appeal that such
director, officer or other person is not entitled to be indemnified for such
expenses.

         (3) Rights Not Exclusive. The rights to indemnification and
reimbursement or advancement of expenses provided by, or granted pursuant to,
this Article Eleventh shall not be deemed exclusive of any other rights to which
a person seeking indemnification or reimbursement or advancement of expenses may
have or hereafter be entitled under any statute, the Certificate of
Incorporation, these Bylaws, any agreement, any vote of stockholders or
disinterested directors or otherwise, both as to action in his or her official
capacity and as to action in another capacity while holding such office.

         (4) Insurance. The corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of an Other Entity,
against any liability asserted against such person and incurred by such person
in any such capacity, or arising out of such person's status as such, whether or
not the corporation would have the power to indemnify such person against such
liability under the provisions of this Article Eleventh, the Certificate of
Incorporation or under Section 145 of the General Corporation Law or any other
provision of law.

<PAGE>

         (5) Binding Effect. The rights to indemnification and to the
advancement of expenses conferred in this Article Eleventh shall be contract
rights and such rights shall continue as to an indemnitee who has ceased to be a
director, officer, employee, or agent and shall inure to the benefit of the
indemnitee's heirs, executors, and administrators. No repeal or modification of
this Article Eleventh shall affect any rights or obligations with respect to any
state of facts then or theretofore existing or thereafter arising or any
proceeding theretofore or thereafter brought or threatened based in whole or in
part upon any such state of facts.

         (6) Procedural Rights. The rights to indemnification and reimbursement
or advancement of expenses provided by, or granted pursuant to, this Article
Eleventh shall be enforceable by any person entitled to such indemnification or
reimbursement or advancement of expenses in any court of competent jurisdiction.
The burden of proving that such indemnification or reimbursement or advancement
of expenses is not appropriate shall be on the corporation. Neither the failure
of the corporation (including its directors, its independent legal counsel and
its stockholders) to have made a determination prior to the commencement of such
action that such indemnification or reimbursement or advancement of expenses is
proper in the circumstances nor an actual determination by the corporation
(including its directors, its independent legal counsel and its stockholders)
that such person is not entitled to such indemnification or reimbursement or
advancement of expenses shall constitute a defense to the action or create a
presumption that such person is not so entitled. Such a person shall also be
indemnified for any expenses incurred in connection with successfully
establishing his or her right to such indemnification or reimbursement or
advancement of expenses, in whole or in part, in any such proceeding.

         (7) Service Deemed at Corporation's Request. Any director or officer of
the Corporation serving in any capacity (a) another corporation of which a
majority of the shares entitled to vote in the election of its directors is
held, directly or indirectly, by the corporation or (b) any employee benefit
plan of the corporation or any corporation referred to in clause (a) shall be
deemed to be doing so at the request of the corporation.

         TWELFTH: Amendments.

         (1) Certificate of Incorporation. The affirmative vote of the holders
of not less than 66? percent of all votes entitled to be cast by all of the then
outstanding shares of capital stock of the corporation in an election of
directors shall be required to amend, repeal, or adopt any amendment to Article
Ninth, Article Eleventh, Article Thirteenth or this Article Twelfth of this
Certificate of Incorporation.

<PAGE>

         (2) Bylaws. The Bylaws may be altered or repealed and new Bylaws may be
adopted (i) at any annual or special meeting of stockholders, by the affirmative
vote of not less than a majority of all votes entitled to be cast by all of the
then outstanding shares of capital stock of the corporation in the election of
directors, provided, however, that any proposed alteration or repeal of, or the
adoption of ay bylaw inconsistent with, Sections 2.3, 2.13 or 2.14 of Article 2
of the Bylaws, or any provision of Article 3 of the Bylaws, by stockholders
shall require the affirmative vote of not less than 66? percent of all votes
entitled to be cast by all of the then outstanding shares of capital stock of
the corporation in an election of directors, or (ii) by the affirmative vote of
a majority of the Board of Directors.

         THIRTEENTH: Ownership and Transfer Restrictions

         (1) Definitions.

         For the purposes of this Article Thirteenth, the following terms shall
have the following meanings:

         "Beneficial Ownership" shall mean ownership of Shares or MeriStar REIT
Equity Stock, as applicable, by a Person either directly or under the
constructive ownership rules of section 318(a) of the Code, as modified by
section 856(d)(5) of the Code. The terms "Beneficial Owner," "Beneficially
Owns," "Beneficially Own" and "Beneficially Owned" shall have the correlative
meanings.

         "Charitable Beneficiary" shall mean an organization or organizations
described in sections 170(b)(1)(A) and 170(c) of the Code and identified by the
Board of Directors as the beneficiary or beneficiaries of the Excess Share
Trust.

         "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time.

<PAGE>

         "Corporation" shall mean Doral International, Inc.

         "Covered Person" shall mean (i) a Person, who or which (ii)
Beneficially Owns both outstanding shares of MeriStar REIT Equity Stock and
Shares; provided that (A) during such time as the MeriStar REIT Common Stock is
regularly traded, within the meaning of section 856(d)(3) of the Code, on the
Exchange, clause (ii) of this definition shall be applied in the case of
MeriStar REIT Common Stock by including only Persons who Beneficially Own
outstanding shares of MeriStar REIT Common Stock in excess of 5% of the total
outstanding shares of MeriStar REIT Common Stock and (B) during such time as the
Common Stock of the Corporation is regularly traded, within the meaning of
section 856(d)(3) of the Code, on the Exchange, clause (ii) of this definition
shall be applied in the case of Common Stock of the Corporation by including
only Persons who Beneficially Own outstanding shares of such Common Stock in
excess of 5% of the total outstanding shares of Common Stock of the Corporation.

         "Excess Shares" shall mean Shares resulting from an event described in
Section 3 of this Article Thirteenth.

         "Excess Share Trust" shall mean the trust created pursuant to Section 3
and Section 11 of this Article Thirteenth.

         "Excess Share Trustee" shall mean a person, who shall be unaffiliated
with the Corporation, any Purported Beneficial Transferee and any Purported
Record Transferee, identified by the Board of Directors as the trustee of the
Excess Share Trust.

         "Exchange" shall mean the New York Stock Exchange.

         "Fair Market Value" shall mean the last reported sales price on the
Exchange for Shares of the relevant class or series on the trading day
immediately preceding the relevant date, or if not then traded on the Exchange,
the last reported sales price for such Shares on the trading day immediately
preceding the relevant date as reported on any exchange or quotation system over
or through which such Shares may be traded, or if not then traded over or
through any exchange or quotation system, then the market price of such Shares
on the relevant date as determined in good faith by the Board of Directors.

<PAGE>

         "MeriStar REIT Common Stock" shall mean all outstanding shares of
common stock, par value $.01 per share, of MeriStar Hospitality Corporation,
including such shares that are held as Shares-in-Trust in accordance with
Article V of the charter of MeriStar Hospitality Corporation (or any successor
provision of such charter).

         "MeriStar REIT Equity Stock" shall mean all outstanding shares of stock
of MeriStar Hospitality Corporation, including, without limitation, MeriStar
REIT Common Stock, and shall include shares of stock of MeriStar Hospitality
Corporation that are held as Shares-in-Trust in accordance with Article V of the
charter of MeriStar Hospitality Corporation (or any successor provision of such
charter).

         "Ownership Limit" shall mean 35%, of either (i) the total combined
voting power of all outstanding Shares entitled to vote or (ii) the total
outstanding Shares. The number and voting power of the outstanding Shares of any
class or series shall be determined by the Board of Directors in good faith,
which determination shall be conclusive for all purposes hereof.

         "Person" shall mean an individual, corporation, partnership, estate,
trust (including a trust qualified under section 401(a) or 501(c)(17) of the
Code), portion of a trust permanently set aside for or to be used exclusively
for the purposes described in section 642(c) of the Code, joint stock company or
other entity and also includes a group as that term is used for purposes of
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.

         "Purported Beneficial Transferee" shall mean, with respect to any
Excess Shares, the Person who would have been the beneficial holder of the
Shares, if the Shares had not been transferred to the Excess Share Trust.

         "Purported Record Transferee" shall mean, with respect to any purported
Transfer which results in Excess Shares, the Person who would have been the
record holder of the Shares, if the Shares had not been transferred to the
Excess Share Trust.

         "REIT" shall mean a real estate investment trust under section 856 of
the Code.

         "REIT Provisions of the Code" shall mean sections 856 through 860 of
the Code and any successor or other provisions of the Code relating to real
estate investment trusts (including provisions as to the attribution of
ownership of beneficial interests therein) and the regulations promulgated
thereunder.

<PAGE>

         "Restriction Termination Date" shall mean such date as may be
determined by the Board of Directors as the date on which the ownership and
transfer restrictions set forth in this Article Thirteenth should cease to
apply; provided that such date may not be prior to the date on which MeriStar
Hospitality Corporation makes a public announcement that neither MeriStar
Hospitality Corporation nor any affiliate of MeriStar Hospitality Corporation
that, directly or indirectly, has in effect any management agreement or other
similar service contract pursuant to which the Corporation or any affiliate of
the Corporation manages or operates any lodging or related facility of MeriStar
Hospitality Corporation or any of its affiliates, intends to qualify as a REIT.
"Shares" shall mean the outstanding shares of the Corporation as may be
authorized and issued from time to time pursuant to Article Fourth.

         "Transfer" shall mean any sale, transfer, gift, assignment, devise or
other disposition of Shares (including (a) the granting of any option or
entering into any agreement for the sale, transfer or other disposition of
Shares, (b) the sale, transfer, assignment or other disposition of any
securities or rights convertible into or exchangeable for Shares and (c) any
transfer or other disposition of any interest in Shares as a result of a change
in the marital status of the holder thereof), whether voluntary or involuntary,
whether of record, constructively or beneficially and whether by operation of
law or otherwise. The terms "Transfers" and "Transferred" shall have the
correlative meanings.

         (2) Ownership Limitation.

         (a) Subject to clause (c) of this Section 2, on any date prior to the
Restriction Termination Date, one or more Covered Persons who or which
Beneficially Own outstanding shares of MeriStar REIT Equity Stock in excess of
34.9% of the total outstanding shares of MeriStar REIT Equity Stock may not
Beneficially Own Shares in excess of the Ownership Limit;

         (b) Subject to clause (c) of this Section 2, until the Restriction
Termination Date, any Transfer that, if effective, would result in one or more
Covered Persons, who or which Beneficially Own outstanding shares of MeriStar
REIT Equity Stock in excess of 34.9% of the total outstanding shares of MeriStar
REIT Equity Stock, Beneficially Owning Shares in excess of the Ownership Limit
shall be void ab initio as to the Transfer of such Shares that would otherwise
be Beneficially Owned by any Covered Person or Persons as a result of such
Transfer and would result in one or more Covered Persons Beneficially Owning
Shares in excess of the Ownership Limit and the intended transferee or
transferees shall acquire no rights in such Shares; and

         (c) Nothing contained in this Article Thirteenth shall preclude the
settlement of any transaction entered into through the facilities of the
Exchange. The fact that the settlement of any transaction occurs shall not
negate the effect of any other provision of this Article Thirteenth and any
transferee in such a transaction shall be subject to all of the provisions and
limitations set forth in this Article Thirteenth.

         (3) Excess Shares.

         (a) If, notwithstanding the other provisions contained in this Article
Thirteenth, at any time prior to the Restriction Termination Date, there is a
purported Transfer such that one or more Covered Persons, who or which
Beneficially Own outstanding shares of MeriStar REIT Equity Stock in excess of
34.9% of the total outstanding shares of MeriStar REIT Equity Stock, would
Beneficially Own Shares in excess of the Ownership Limit (a "Prohibited
Transfer"), then Shares Beneficially Owned by the Covered Person or Persons who
or which would otherwise be the Beneficial Owner of Shares as a result of the

<PAGE>

Prohibited Transfer shall be automatically designated as Excess Shares (without
reclassification) until no one or more Covered Persons, who or which
Beneficially Own outstanding shares of MeriStar REIT Equity Stock in excess of
34.9% of the total outstanding shares of MeriStar REIT Equity Stock,
Beneficially Own Shares in excess of the Ownership Limit. The designation of
such Shares as Excess Shares shall be effective as of the close of business on
the business day prior to the date of the purported Transfer. If, after
designation of such Shares owned directly by a Covered Person as Excess Shares,
one or more Covered Persons still Beneficially Own Shares in excess of the
Ownership Limit, Shares Beneficially Owned constructively by such Covered Person
as a result of the Prohibited Transfer shall be designated as Excess Shares
until no one or more Covered Person or Persons, who or which Beneficially Own
outstanding shares of MeriStar REIT Equity Stock in excess of 34.9% of the total
outstanding shares of MeriStar REIT Equity Stock, Beneficially Own Shares in
excess of the Ownership Limit. Where a Covered Person Beneficially Owns Shares
constructively through one or more Persons and the Shares held by such other
Persons must be designated as Excess Shares, the designation of Shares held by
such other Persons as Excess Shares shall be pro rata.

         (b) If, at any time prior to the Restriction Termination Date, an event
other than a purported Transfer (an "Event") occurs as a result of which one or
more Covered Persons, who or which Beneficially Own outstanding shares of
MeriStar REIT Equity Stock in excess of 34.9% of the total outstanding shares of
MeriStar REIT Equity Stock, would Beneficially Own Shares in excess of the
Ownership Limit (a "Prohibited Event"), then Shares Beneficially Owned by each
such Covered Person who or which would be otherwise the Beneficial Owner of
Shares as a result of the Prohibited Event shall be automatically designated as
Excess Shares to the extent necessary to eliminate such excess ownership. The
designation of Shares as Excess Shares shall be effective as of the close of
business on the business day prior to the date of the Event. In determining
which Shares are designated as Excess Shares, Shares Beneficially Owned by any
Covered Person who caused the Event to occur shall be designated as Excess
Shares before any Shares not so held are designated. Where several similarly
situated Covered Persons exist, the designation of Shares as Excess Shares shall
be pro rata. If Shares held by any Covered Person are required to be designated
as Excess Shares pursuant to this clause (b) of this Section 3 of this Article
Thirteenth, Shares beneficially held by such Covered Person shall first be
designated before Shares Beneficially Owned constructively are designated. Where
such Covered Person Beneficially Owns Shares constructively through one or more
Persons and the Shares held by such other Persons must be designated as Excess
Shares, the designation of Shares held by such other Persons as Excess Shares
shall be pro rata.

         (4) Prevention of Transfer.

         If the Board of Directors or its designee shall at any time determine
in good faith that a Transfer has taken place in violation of Section 2 of this
Article Thirteenth or that a Person intends to acquire or has attempted to
acquire Beneficial Ownership (determined without reference to any rules of
attribution) of any Shares in violation of Section 2 of this Article Thirteenth,
the Board of Directors or its designee shall take such action as it deems
advisable to refuse to give effect to or to prevent such Transfer, including,
but not limited to, refusing to give effect to such Transfer on the books of the
Corporation or instituting proceedings to enjoin such Transfer; provided,
however, that any Transfers or attempted Transfers in violation of Section 2 of
this Article Thirteenth shall automatically result in the designation and
treatment described in Section 3 of this Article Thirteenth, irrespective of any
action (or non-action) by the Board of Directors.

<PAGE>

         (5) Notice to Corporation.

         Any Person who acquires or attempts to acquire Shares in violation of
Section 2 of this Article Thirteenth, or any Covered Person who is a transferee
such that Excess Shares result under Section 3 of this Article, shall
immediately give written notice or, in the event of a proposed or attempted
Transfer, give at least 15 days prior written notice, to the Corporation of such
event. Such Person shall also provide to the Corporation such other information
as the Corporation may request in order to determine the effect, if any, of such
Transfer or attempted Transfer on the status of MeriStar Hospitality Corporation
or any affiliate of MeriStar Hospitality Corporation as a REIT and shall execute
and deliver such instruments and provide such further cooperation and assistance
as the Board of Directors deems advisable to preserve the status of MeriStar
Hospitality Corporation or any affiliate of MeriStar Hospitality Corporation as
a REIT.

         (6) Information for Corporation.

         Until the Restriction Termination Date, each Covered Person who is a
Beneficial Owner of Shares and each Covered Person (including the stockholder of
record) who is holding Shares for a Beneficial Owner shall provide to the
Corporation in writing such information with respect to direct, indirect and
constructive ownership of Shares as the Board of Directors deems reasonably
necessary to comply with the provisions of the Code applicable to the status of
MeriStar Hospitality Corporation or any of its affiliates as a REIT, to
determine the status of MeriStar Hospitality Corporation or any of its
affiliates as a REIT, or to comply with the requirements of any taxing authority
or governmental agency or to determine any such compliance.

         (7) Other Action by Board of Directors.

         Subject to Section 2 of this Article Thirteenth, nothing contained in
this Article Thirteenth shall limit the authority of the Board of Directors to
take such other action as it deems necessary or advisable to protect the status
of MeriStar Hospitality Corporation or any affiliate of MeriStar Hospitality
Corporation as a REIT.

<PAGE>

         (8) Ambiguities.

         In the case of an ambiguity in the application of any of the provisions
of this Article Thirteenth, including any definition contained in Section 1, the
Board of Directors shall have the power to determine the application of the
provisions of this Article Thirteenth with respect to any situation based on the
facts known to it. In the event this Article Thirteenth requires or permits an
action by the Board of Directors and the Certificate of Incorporation fails to
provide specific guidance with respect to such action, the Board of Directors
shall have the power to determine the action to be taken so long as such action
is not contrary to the provisions of this Article Thirteenth.

         (9) Legend.

         Each certificate for Shares shall bear substantially the following
legend:

         The securities represented by this certificate are subject to
restrictions on ownership and transfer. This description is a summary only, and
is qualified in its entirety by reference to the full transfer restrictions in
the Certificate of Incorporation of Doral International, Inc. (the
"Corporation"), a copy of which will be supplied free of charge at any
stockholder's request. Except as otherwise provided pursuant to the Certificate
of Incorporation of the Corporation, one or more Covered Persons, who or which
Beneficially Own outstanding shares of MeriStar REIT Equity Stock in excess of
34.9% of the total outstanding shares of MeriStar REIT Equity Stock, may not
Beneficially Own outstanding shares of the Corporation in excess of 35% of
either (i) the total combined voting power of all outstanding shares entitled to
vote or (ii) the total outstanding shares of the Corporation. Any Person who
attempts or proposes to, alone or in combination with other Persons,
Beneficially Own shares of the Corporation that would result in a violation of
the above limitations must notify the Corporation in writing at least 15 days
prior to such proposed or attempted Transfer. All capitalized terms not defined
in this legend have the meanings defined in the Certificate of Incorporation of
the Corporation, a copy of which, including the restrictions on transfer, will
be furnished to each stockholder on request and without charge. If the
restrictions on transfer are violated, the securities represented hereby which
are in excess of the above limitations will be designated and treated as Excess
Shares which will be held in trust by the Excess Share Trustee for the benefit
of the Charitable Beneficiary.

         Instead of the foregoing legend, the certificate may state that the
Corporation will furnish a full statement about certain restrictions on
transferability to a stockholder on request and without charge.

<PAGE>

         (10) Severability.

         If any provision of this Article Thirteenth or any application of any
such provision is determined to be void, invalid or unenforceable by any court
having jurisdiction over the issue, the validity and enforceability of the
remaining provisions shall be affected only to the extent necessary to comply
with the determination of such court.

         (11) Transfer of Excess Shares.

         Upon any purported Transfer that results in Excess Shares pursuant to
Section 3 of this Article Thirteenth, such Excess Shares shall be automatically
transferred to the Excess Share Trustee, as trustee of a special trust for the
exclusive benefit of the Charitable Beneficiary. The Corporation shall name a
Charitable Beneficiary, if one does not already exist, within five days of the
discovery of any designation of any Excess Shares; however, the failure to so
name a Charitable Beneficiary shall not affect the designation of Shares as
Excess Shares or the transfer thereof to the Excess Share Trustee. Excess Shares
so held in trust shall be issued and outstanding Shares of the Corporation. The
Purported Record Transferee shall have no rights in such Excess Shares except as
expressly provided in this Article Thirteenth.

         (12) Distributions on Excess Shares.

         Any dividends (whether taxable as a dividend, return of capital or
otherwise) on Excess Shares shall be paid to the Excess Share Trust for the
benefit of the Charitable Beneficiary. Upon liquidation, dissolution or winding
up, the Purported Record Transferee shall receive, for each Excess Share, the
lesser of (1) the amount per share of any distribution made upon liquidation,
dissolution or winding up and (2) the price paid by the Purported Record
Transferee for the Excess Shares, or if the Purported Record Transferee did not
give value for the Excess Shares, the Fair Market Value of the Excess Shares on
the day of the event causing the Excess Shares to be held in trust. Any such
dividend or distribution paid to the Purported Record Transferee in excess of
the amount provided in the preceding sentence prior to the discovery by the
Corporation that the Shares with respect to which the dividend or distribution
was made had been designated as Excess Shares shall be repaid, upon demand, to
the Excess Share Trust for the benefit of the Charitable Beneficiary.

<PAGE>

         (13) Voting of Excess Shares.

         The Excess Share Trustee shall be entitled to vote the Excess Shares on
behalf of the Charitable Beneficiary on any matter. Subject to Delaware law, any
vote cast by a Purported Record Transferee with respect to the Excess Shares
prior to the discovery by the Corporation that the Excess Shares were held in
trust will be rescinded ab initio; provided, however, that if the Corporation
has already taken irreversible action with respect to a merger, reorganization,
sale of all or substantially all the assets, dissolution of the Corporation or
other action by the Corporation, then the vote cast by the Purported Record
Transferee shall not be rescinded. The owner of the Excess Shares will be deemed
to have given an irrevocable proxy to the Excess Share Trustee to vote the
Excess Shares for the benefit of the Charitable Beneficiary. Notwithstanding the
provisions of this Article Thirteenth, until the Corporation has received
notification that Excess Shares have been transferred into an Excess Share
Trust, the Corporation shall be entitled to rely on its share transfer and other
stockholder records for purposes of preparing lists of stockholders entitled to
vote at meetings, determining the validity and authority of proxies and
otherwise conducting votes of stockholders.

         (14) Non-Transferability of Excess Shares.

         Excess Shares shall be transferable only as provided in this Section
14. At the direction of the Board of Directors, the Excess Share Trustee shall
transfer the Shares held in the Excess Share Trust to a Person or Persons whose
ownership of such Shares will not violate the Ownership Limit. If such a
transfer is made to such a Person or Persons, the interest of the Charitable
Beneficiary shall terminate and the designation of such Shares as Excess Shares
shall thereupon cease. The Purported Record Transferee shall receive the lesser
of (1) the price paid by the Purported Record Transferee for the Excess Shares
or, if the Purported Record Transferee did not give value for the Excess Shares,
the Fair Market Value of the Excess Shares on the day of the event causing the
Excess Shares to be held in trust, and (2) the price received by the Excess
Share Trust from the sale or other disposition of the Excess Shares. Any
proceeds in excess of the amount payable to the Purported Record Transferee will
be paid to the Charitable Beneficiary. The Excess Share Trustee shall be under
no obligation to obtain the highest possible price for the Excess Shares. Prior
to any transfer of any Excess Shares by the Excess Share Trustee, the
Corporation must have waived in writing its purchase rights under Section 15. It
is expressly understood that the Purported Record Transferee may enforce the
provisions of this Section 14 against the Charitable Beneficiary.

<PAGE>

         If any of the foregoing restrictions on transfer of Excess Shares is
determined to be void, invalid or unenforceable by any court of competent
jurisdiction, then the Purported Record Transferee may be deemed, at the option
of the Corporation, to have acted as an agent of the Corporation in acquiring
such Excess Shares in trust and to hold such Excess Shares on behalf of the
Corporation.

         (15) Call by Corporation on Excess Shares.

         Excess Shares shall be deemed to have been offered for sale to the
Corporation, or its designee, at a price equal to the lesser of (a) the price
paid by the Purported Record Transferee for the Excess Shares or, if the
Purported Record Transferee did not give value for the Excess Shares, the Fair
Market Value of the Excess Shares on the day of the event causing the Excess
Shares to be held in trust and (b) the Fair Market Value of the Excess Shares on
the date the Corporation, or its designee, accepts such offer (the "Redemption
Price"). The Corporation shall have the right to accept such offer for a period
of ninety days after the later of (x) the date of the purported Transfer which
resulted in such Excess Shares and (y) the date the Board of Directors
determines in good faith that a purported Transfer resulting in Excess Shares
has occurred, if the Corporation does not receive a notice of such purported
Transfer pursuant to Section 5 of this Article but in no event later than a
permitted Transfer pursuant to and in compliance with the terms of Section 14 of
this Article. Unless the Board of Directors determines that it is in the
interest of the Corporation to make earlier payments of all of the amount
determined as the Redemption Price in accordance with the preceding sentence,
the Redemption Price may be payable at the option of the Board of Directors at
any time up to but not later than the date five years after the date the
Corporation accepts the offer to purchase the Excess Shares. The Corporation
shall pay interest at the applicable federal rate under section 1274(d) of the
Code, or any successor provision, to the Purported Record Transferee.

         (16) Underwritten Offerings.

         The Ownership Limit shall not apply to the acquisition of Shares or
rights, options or warrants for, or securities convertible into, Shares by an
underwriter in a public offering, provided that (i) the underwriter makes a
timely distribution of such Shares or rights, options or warrants for, or
securities convertible into, Shares and (ii) the underwriter, alone or in
combination with one or more other Covered Persons, does not Beneficially Own
outstanding shares of MeriStar REIT Equity Stock in excess of 34.9% of the total
outstanding shares of MeriStar REIT Equity Stock.

<PAGE>

         (17) Enforcement.

         The Corporation is authorized specifically to seek equitable relief,
including injunctive relief, to enforce the provisions of this Article
Thirteenth.

         (18) Non-Waiver.

         No delay or failure on the part of the Corporation or the Board of
Directors in exercising any right hereunder shall operate as a waiver of any
right of the Corporation or the Board of Directors, as the case may be, except
to the extent specifically waived in writing.

         (19) Amendment.

         Notwithstanding any other provision of this certificate or the Bylaws
of the Corporation, the provisions of this Article Thirteenth shall not be
amended, altered, changed or repealed without the affirmative vote of all of the
directors of the Corporation who are not officers or employees of the
Corporation or any affiliate of the Corporation.

<PAGE>

         IN WITNESS WHEREOF, American Skiing Company has caused this certificate
to be signed on this ___ day of _______, 2000.


                                                     __________________________
                                                     Foster A. Stewart, Jr.
                                                     [Title]


<PAGE>

                                                                         ANNEX B


                                     BYLAWS

                                       of

                            DORAL INTERNATIONAL, INC.

                            (A Delaware Corporation)

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

                                    ARTICLE 1

                                   DEFINITIONS

              As used in these Bylaws, unless the context otherwise
requires, the term:

1.1  "Assistant Secretary" means an Assistant Secretary of the Corporation.

1.2  "Assistant Treasurer" means an Assistant Treasurer of the Corporation.

1.3  "Board" means the Board of Directors of the Corporation.

1.4  "Bylaws" means the bylaws of the Corporation, as amended from time to time.

1.5  "Certificate of  Incorporation"  means the certificate of  incorporation of
     the Corporation, as amended, supplemented or restated from time to time.

1.6  "Chairman" means the Chairman of the Board of Directors of the Corporation.

1.7  "Chief  Executive  Officer"  means  the  Chief  Executive  Officer  of  the
     Corporation.

1.8  "Corporation" means Doral International, Inc.

1.9  "Directors" means directors of the Corporation.

1.10 "Entire Board" means all directors of the Corporation in office, whether or
     not present at a meeting of the Board, but disregarding vacancies.

1.11 "General Corporation Law" means the General Corporation Law of the State of
     Delaware, as amended from time to time.

<PAGE>

1.12 "Office of the Corporation"  means the executive office of the Corporation,
     anything  in Section  131 of the General  Corporation  Law to the  contrary
     notwithstanding.

1.13 "Secretary" means the Secretary of the Corporation.

1.14 "stockholders" means stockholders of the Corporation.

1.15 "Treasurer" means the Treasurer of the Corporation.

1.16 "Vice President" means a Vice President of the Corporation.

                                   ARTICLE 2
                                  STOCKHOLDERS

         2.1 Place of Meetings.  Every meeting of stockholders  shall be held at
the office of the Corporation or at such other place within or without the State
of Delaware as shall be  specified  or fixed in the notice of such meeting or in
the waiver of notice thereof.

         2.2 Annual Meeting.  A meeting of  stockholders  shall be held annually
for the election of Directors and the transaction of other business at such hour
and on such business day or as may be determined by the Board and  designated in
the notice of meeting.

         2.3 Other Special  Meetings.  A special meeting of stockholders  (other
than a  special  meeting  for  the  election  of  Directors),  unless  otherwise
prescribed  by  statute,  may be called at any time only by the  Chairman of the
Board,  the Vice Chairman of the Board, the Secretary of the Board, by the Chief
Executive  Officer or by a majority of the Directors.  At any special meeting of
stockholders  only such  business may be transacted as is related to the purpose
or purposes of such meeting set forth in the notice  thereof  given  pursuant to
Section 2.5 hereof or in any waiver of notice  thereof given pursuant to Section
2.6 hereof.  Any power of stockholders to call a special meeting is specifically
denied.

<PAGE>

         2.4  Fixing  Record  Date.  For  the  purpose  of (a)  determining  the
stockholders entitled (i) to notice of or to vote at any meeting of stockholders
or any  adjournment  thereof,  (ii) to receive  payment of any dividend or other
distribution  or  allotment  of any rights,  or entitled  (iii) to exercise  any
rights in respect of any change,  conversion  or  exchange of stock;  or (b) any
other lawful  action,  the Board may fix a record date,  which record date shall
not  precede  the date upon which the  resolution  fixing  the  record  date was
adopted  by the  Board  and which  record  date  shall not be (x) in the case of
clause (a)(i)  above,  more than sixty nor less than ten days before the date of
such meeting or (y) in the case of clause (a)(iii) or (b) above, more than sixty
days prior to such action. If no such record date is fixed:

2.4.1    The record date for determining  stockholders  entitled to notice of or
         to vote at a meeting of stockholders  shall be at the close of business
         on the day next  preceding  the day on which  notice is  given,  or, if
         notice is waived,  at the close of business  on the day next  preceding
         the day on which the meeting is held;

2.4.2    The record date for determining stockholders for any purpose other than
         that  specified  in Section  2.4.1 shall be at the close of business on
         the day on which the Board adopts the resolution relating thereto.

2.4.3    When a determination  of stockholders  entitled to notice of or to vote
         at any  meeting  of  stockholders  has been  made as  provided  in this
         Section 2.4, such determination  shall apply to any adjournment thereof
         unless the Board fixes a new record date for the adjourned meeting.

         2.5 Notice of Meetings of Stockholders. Except as otherwise provided in
Sections 2.4 and 2.6 hereof,  whenever under the provisions of any statute,  the
Certificate  of  Incorporation  or these  Bylaws,  stockholders  are required or
permitted to take any action at a meeting, written notice shall be given stating
the place,  date and hour of the meeting and, in the case of a special  meeting,
the  purpose or  purposes  for which the  meeting is  called.  Unless  otherwise
provided by any statute,  the Certificate of  Incorporation  or these Bylaws,  a
copy of the notice of any meeting  shall be given,  personally  or by mail,  not
less than ten nor more than sixty days before the date of the  meeting,  to each
stockholder  entitled to notice of or to vote at such meeting.  If mailed,  such
notice  shall be deemed to be given when  deposited  in the United  States mail,
with postage  prepaid,  directed to the  stockholder at his or her address as it
appears on the records of the  Corporation.  An affidavit of the Secretary or an
Assistant  Secretary that the notice required by this Section 2.5 has been given
shall be prima facie  evidence of the facts  stated  therein.  When a meeting is
adjourned  to another time or place,  notice need not be given of the  adjourned
meeting if the time and place  thereof are announced at the meeting at which the
adjournment  is  taken,  and  at  the  adjourned  meeting  any  business  may be
transacted that might have been transacted at the meeting as originally  called.
If,  however,  the  adjournment  is for more than thirty  days,  or if after the
adjournment  a new record date is fixed for the adjourned  meeting,  a notice of
the adjourned  meeting shall be given to each  stockholder of record entitled to
vote at the meeting.

<PAGE>

         2.6 Waiver of Notice.  Whenever the giving of any notice is required by
statute,  the Certificate of Incorporation or these Bylaws, a waiver thereof, in
writing,  signed by the  stockholder  or  stockholders  entitled to said notice,
whether before or after the event as to which such notice is required,  shall be
deemed  equivalent to notice.  Attendance  by a  stockholder  at a meeting shall
constitute  a waiver of  notice  of such  meeting  except  when the  stockholder
attends a meeting for the express purpose of objecting,  at the beginning of the
meeting,  to the  transaction of any business on the ground that the meeting has
not been lawfully called or convened.  Neither the business to be transacted at,
nor the purpose of, any regular or special meeting of the  stockholders  need be
specified  in any written  waiver of notice  unless so required by statute,  the
Certificate of Incorporation or these Bylaws.

         2.7 List of  Stockholders.  The  Secretary  shall  prepare and make, or
cause to be  prepared  and  made,  at least ten days  before  every  meeting  of
stockholders,  a  complete  list  of the  stockholders  entitled  to vote at the
meeting,  arranged  in  alphabetical  order,  and  showing  the  address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, the stockholder's
agent, or attorney, at the stockholder's expense, for any purpose germane to the
meeting, during ordinary business hours, for a period of at least ten days prior
to the  meeting,  either at a place  within the city where the  meeting is to be
held, which place shall be specified in the notice of the meeting, or, if not so
specified,  at the place where the meeting is to be held. The list shall also be
produced  and kept at the time and place of the  meeting  during  the whole time
thereof, and may be inspected by any stockholder who is present. The Corporation
shall maintain the  stockholder  list in written form or in another form capable
of  conversion  into  written form within a  reasonable  time.  Upon the willful
neglect or refusal of the  Directors  to produce  such a list at any meeting for
the election of Directors,  they shall be ineligible  for election to any office
at such  meeting.  The stock ledger shall be the only evidence as to who are the
stockholders  entitled to examine the stock ledger,  the list of stockholders or
the books of the Corporation, or to vote in person or by proxy at any meeting of
stockholders.

         2.8 Quorum of Stockholders;  Adjournment;  Order of Business. Except as
otherwise  provided by any statute,  the Certificate of  Incorporation  or these
Bylaws,  the holders of one-third of all outstanding shares of stock entitled to
vote at any meeting of stockholders,  present in person or represented by proxy,
shall  constitute a quorum for the  transaction of any business at such meeting.
When a quorum is once present to organize a meeting of  stockholders,  it is not
broken  by the  subsequent  withdrawal  of any  stockholders.  The  chair of any
meeting of stockholders  shall determine the order of business and the procedure
at the  meeting,  including  such  regulation  of the  manner of voting  and the
conduct of discussion  as seem to him or her in order.  The chair shall have the
power to adjourn the meeting to another place,  date and time. The date and time
of the  opening  and  closing  of the  polls  for each  matter  upon  which  the
stockholders will vote at the meeting shall be announced at the meeting.  Shares
of its own stock  belonging to the Corporation or to another  corporation,  if a
majority of the shares  entitled to vote in the  election of  Directors  of such
other  corporation is held,  directly or indirectly,  by the Corporation,  shall
neither be  entitled  to vote nor be  counted  for  quorum  purposes;  provided,
however, that the foregoing shall not limit the right of the Corporation to vote
stock,  including  but not  limited to its own stock,  held by it in a fiduciary
capacity.

<PAGE>

         2.9 Voting;  Proxies.  Unless otherwise  provided in the Certificate of
Incorporation, every stockholder of record shall be entitled at every meeting of
stockholders  to one vote for each share of capital stock standing in his or her
name on the record of  stockholders  determined in  accordance  with Section 2.4
hereof.  If the Certificate of Incorporation  provides for more or less than one
vote for any share on any matter,  each  reference  in the Bylaws or the General
Corporation  Law to a majority or other  proportion of stock shall refer to such
majority or other  proportion  of the votes of such  stock.  The  provisions  of
Sections 212 and 217 of the General  Corporation  Law shall apply in determining
whether  any  shares of  capital  stock may be voted  and the  persons,  if any,
entitled to vote such shares; but the Corporation shall be protected in assuming
that the  persons  in whose  names  shares of capital  stock  stand on the stock
ledger  of the  Corporation  are  entitled  to  vote  such  shares.  Holders  of
redeemable  shares  of stock  are not  entitled  to vote  after  the  notice  of
redemption  is mailed to such holders and a sum  sufficient to redeem the stocks
has been deposited with a bank,  trust company,  or other financial  institution
under an  irrevocable  obligation  to pay the  holders the  redemption  price on
surrender  of the shares of stock.  At any meeting of  stockholders  (at which a
quorum was present to organize the  meeting),  all matters,  except as otherwise
provided by statute or by the Certificate of  Incorporation  or by these Bylaws,
shall be decided by a majority of the votes cast  affirmatively or negatively on
any such matter at such  meeting by the  holders of shares  present in person or
represented  by proxy and entitled to vote  thereon,  whether or not a quorum is
present when the vote is taken.  All elections of Directors  shall be by written
ballot unless otherwise provided in the Certificate of Incorporation.  In voting
on any  other  question  on  which a vote by  ballot  is  required  by law or is
demanded by any  stockholder  entitled to vote,  the voting  shall be by ballot.
Each ballot shall be signed by the stockholder voting or the stockholder's proxy
and shall state the number of shares voted. Each stockholder entitled to vote at
a meeting of  stockholders  may authorize  another  person or persons to act for
such stockholder by proxy. The validity and enforceability of any proxy shall be
determined  in  accordance  with Section 212 of the General  Corporation  Law. A
stockholder  may revoke  any proxy  that is not  irrevocable  by  attending  the
meeting and voting in person or by filing an instrument in writing  revoking the
proxy or by delivering a proxy in accordance with applicable law bearing a later
date to the Secretary.

         2.10  Voting  Procedures  and  Inspectors  of  Election  at Meetings of
Stockholders.  The Board, in advance of any meeting of stockholders, may appoint
one or more  inspectors to act at the meeting and make a written report thereof.
The Board may designate  one or more persons as alternate  inspectors to replace
any inspector who fails to act. If no inspector or alternate has been  appointed
or is able to act at a meeting, the person presiding at the meeting may appoint,
and on the request of any  stockholder  entitled to vote thereat shall  appoint,
one or more inspectors to act at the meeting.  Each  inspector,  before entering
upon the discharge of his or her duties,  shall take and sign an oath faithfully
to execute the duties of inspector with strict impartiality and according to the
best of his or her ability.  The  inspectors  shall (a)  ascertain the number of
shares  outstanding  and the  voting  power of each,  (b)  determine  the shares
represented  at the meeting and the validity of proxies and  ballots,  (c) count
all votes and ballots, (d) determine and retain for a reasonable period a record
of  the  disposition  of  any  challenges  made  to  any  determination  by  the
inspectors,  and  (e)  certify  their  determination  of the  number  of  shares
represented  at the  meeting  and  their  count of all votes  and  ballots.  The
inspectors  may  appoint  or retain  other  persons  or  entities  to assist the
inspectors in the performance of their duties.  Unless otherwise provided by the
Board,  the date and time of the  opening  and the closing of the polls for each
matter upon which the stockholders will vote at a meeting shall be determined by
the person  presiding at the meeting and shall be  announced at the meeting.  No
ballot,  proxies or votes, or any revocation thereof or change thereto, shall be
accepted by the  inspectors  after the closing of the polls  unless the Court of
Chancery  of the State of  Delaware  upon  application  by a  stockholder  shall
determine otherwise.

<PAGE>

         2.11 Organization. At each meeting of stockholders, the Chief Executive
Officer, or in the absence of the Chief Executive Officer,  the Chairman,  or if
there is no  Chairman  or if there be one and the  Chairman  is  absent,  a Vice
President,  and in case more than one Vice President shall be present, that Vice
President  designated  by the Board (or in the absence of any such  designation,
the most senior Vice President, based on age, present), shall act as chairman of
the  meeting.  The  Secretary,  or in his or her absence,  one of the  Assistant
Secretaries, shall act as secretary of the meeting. In case none of the officers
above  designated to act as chairman or secretary of the meeting,  respectively,
shall be present, a chairman or a secretary of the meeting,  as the case may be,
shall be chosen by a majority  of the votes cast at such  meeting by the holders
of shares of  capital  stock  present  in  person  or  represented  by proxy and
entitled to vote at the meeting.

         2.12  Written  Consent  of  Stockholders.  Not  Permitted.  Any  action
required or permitted to be taken by the stockholders of the Corporation must be
taken at a duly called annual or special  meeting of such holders and may not be
taken by any consent in writing by such stockholders.

         2.13 Advance Notice of Stockholder Proposals.  At any annual or special
meeting of  stockholders,  proposals by stockholders  and persons  nominated for
election as Directors by stockholders shall be considered only if advance notice
thereof  has been  timely  given  as  provided  herein  and  such  proposals  or
nominations are otherwise proper for consideration  under applicable law and the
Certificate  of  Incorporation  and these  Bylaws.  Notice of any proposal to be
presented by any stockholder or of the name of any person to be nominated by any
stockholder  for  election  as a Director of the  Corporation  at any meeting of
stockholders  shall be delivered  to the  Secretary  of the  Corporation  at its
principal  executive  office not less than 60 nor more than 90 days prior to the
date of the meeting; provided, however, that if the date of the meeting is first
publicly  announced or disclosed (in a public filing or otherwise)  less than 70
days prior to the date of the meeting,  such  advance  notice shall be given not
more than ten days after such date is first so  announced or  disclosed.  Public
notice  shall be deemed to have been  given  more than 70 days in advance of the
annual meeting if the  Corporation  shall have  previously  disclosed,  in these
Bylaws or  otherwise,  that the  annual  meeting in each year is to be held on a
determinable  date, unless and until the Board determines to hold the meeting on
a different  date. Any  stockholder  who gives notice of any such proposal shall
deliver  therewith  the text of the proposal to be presented and a brief written
statement  of the reasons why such  stockholder  favors the proposal and setting
forth such stockholder's name and address, the number and class of all shares of
each class of stock of the Corporation  beneficially  owned by such  stockholder
and any material  interest of such  stockholder in the proposal (other than as a
stockholder).  Any stockholder desiring to nominate any person for election as a
Director of the  Corporation  shall  deliver  with such  notice a  statement  in
writing  setting  forth the name of the person to be  nominated,  the number and
class of all shares of each class of stock of the Corporation beneficially owned
by such person,  the  information  regarding such person  required by paragraphs
(a), (e) and (f) of Item 401 of  Regulation  S-K adopted by the  Securities  and
Exchange   Commission  (or  the  corresponding   provisions  of  any  regulation
subsequently adopted by the Securities and Exchange Commission applicable to the
Corporation),  such  person's  signed  consent  to  serve as a  Director  of the
Corporation if elected,  such  stockholder's name and address and the number and
class of all shares of each class of stock of the Corporation beneficially owned
by such stockholder.  As used herein, shares "beneficially owned" shall mean all
shares as to which such  person,  together  with such  person's  affiliates  and
associates (as defined in Rule 12b-2 under the Securities Exchange Act of 1934),
may be deemed to  beneficially  own  pursuant to Rules 13d-3 and 13d-5 under the
Securities  Exchange Act of 1934, as well as all shares as to which such person,
together with such person's  affiliates and associates,  has the right to become
the beneficially  owner pursuant to any agreement or understanding,  or upon the
exercise of  warrants,  options or rights to convert or exchange  (whether  such
rights are  exercisable  immediately  or only  after the  passage of time or the
occurrence of conditions).  The person presiding at the meeting,  in addition to
making any other  determinations  that may be  appropriate to the conduct of the
meeting,  shall  determine  whether  such  notice  has been duly given and shall
direct that proposals and nominees not be considered if such notice has not been
given.

<PAGE>

                                    ARTICLE 3
                                    Directors

         3.1 General Powers.  Except as otherwise provided in the Certificate of
Incorporation,  the business and affairs of the Corporation  shall be managed by
or under  the  direction  of the  Board.  The Board  may  adopt  such  rules and
regulations,  not  inconsistent  with the Certificate of  Incorporation or these
Bylaws or applicable laws, as it may deem proper for the conduct of its meetings
and the  management  of the  Corporation.  In addition  to the powers  expressly
conferred  by these  Bylaws,  the Board may  exercise all powers and perform all
acts that are not required,  by these Bylaws or the Certificate of Incorporation
or by statute, to be exercised and performed by the stockholders.

         3.2 Number and Election.  Subject to the rights,  if any, of holders of
preferred stock of the Corporation,  the Board of Directors shall consist of not
less than seven nor more than fourteen members,  the exact number of which shall
be  fixed  from  time to time by the  Board of  Directors.  Except  as  provided
elsewhere in the Certificate of  Incorporation,  Directors shall be elected by a
majority of the votes cast at annual meetings of stockholders, and each Director
so elected shall hold office as provided in the  Certificate  of  Incorporation.
Directors need not be stockholders.

         3.3  Vacancies  and  Removal.  Except  as  otherwise  provided  in  the
Certificate of Incorporation,  any vacancy in the Board of Directors,  including
newly created  directorships  created by an increase in the number of Directors,
may be filled by a majority of the remaining  Directors or by the sole remaining
Director.  The Directors of the Corporation shall be divided into three Classes,
designated "Class I", "Class II" and "Class III" respectively.  The initial term
of office  of Class I shall  expire on the date of the 2001  annual  meeting  of
stockholders  of the  Corporation.  The initial term of office of Class II shall
expire  on  the  date  of  the  2002  annual  meeting  of  stockholders  of  the
Corporation,  and the  initial  term of office of Class III shall  expire on the
date of the 2003 annual meeting of stockholders of the  Corporation.  Commencing
with the annual meeting of  stockholders of the Corporation at which the initial
term of office of the Class III  Directors  expires,  each  Director  elected to
succeed those  Directors  whose terms have  thereupon  expired shall serve for a
term ending on the date of the third annual  meeting of  stockholders  following
the annual meeting at which such Director was elected.

<PAGE>

         In the event of any  increase or decrease in the  authorized  number of
Directors,  (a) each Director then serving as such shall nonetheless continue as
a  Director  of the class of which he is a member  until the  expiration  of his
current term, or his earlier death, retirement, resignation, or removal, and (b)
the newly created or eliminated  directorships  resulting  from such increase or
decrease  shall be apportioned by the Board among the three classes of Directors
so as to maintain such classes as nearly equal in number as reasonably possible.
If such equality is not possible,  the increase or decrease shall be apportioned
among the classes in such a way that the  difference  in the number of Directors
in any two classes shall not exceed one.

         3.4 Resignation.  Any Director may resign at any time by written notice
to the  Corporation.  Such  resignation  shall take  effect at the time  therein
specified,  and, unless otherwise specified in such resignation,  the acceptance
of such resignation shall not be necessary to make it effective.

         3.5 Compensation. Each Director, in consideration of his or her service
as such, shall be entitled to receive from the Corporation such amount per annum
or such fees for  attendance at Directors'  meetings,  or both, as the Board may
from time to time  determine,  together with  reimbursement  for the  reasonable
out-of-pocket expenses, if any, incurred by such Director in connection with the
performance  of his or her duties.  Each Director who shall serve as a member of
any committee of Directors in consideration of serving as such shall be entitled
to such  additional  amount per annum or such fees for  attendance  at committee
meetings,  or both, as the Board may from time to time determine,  together with
reimbursement  for the reasonable  out-of-pocket  expenses,  if any, incurred by
such Director in the performance of his or her duties. Nothing contained in this
Section 3.5 shall  preclude any Director  from  serving the  Corporation  or its
subsidiaries in any other capacity and receiving proper compensation therefor.

         3.6 Times and Places of  Meetings.  The Board may hold  meetings,  both
regular and special,  either within or without the State of Delaware.  The times
and places for  holding  meetings of the Board may be fixed from time to time by
resolution of the Board or (unless contrary to a resolution of the Board) in the
notice of the meeting.

         3.7 Annual Meetings.  On the day when and at the place where the annual
meeting of  stockholders  for the election of Directors is held,  and as soon as
practicable thereafter, the Board may hold its annual meeting, without notice of
such meeting, for the purposes of organization, the election of officers and the
transaction  of other  business.  The annual meeting of the Board may be held at
any other time and place specified in a notice given as provided in Section 3.10
hereof for special meetings of the Board or in a waiver of notice thereof.

<PAGE>

         3.8 Regular Meetings. Regular meetings of the Board may be held without
notice at such times and at such places as shall from time to time be determined
by the Board.

         3.9 Special  Meetings.  Special  meetings of the Board may be called by
the Chairman,  the Chief  Executive  Officer or the Secretary or majority of the
Entire Board then serving on at least one day's notice to each Director given by
one of the means  specified in Section 3.12 hereof other than by mail,  or on at
least three days' notice if given by mail.  Special  meetings shall be called by
the Chairman,  Chief  Executive  Officer or Secretary in like manner and on like
notice on the written request of any two or more of the Directors then serving.

         3.10  Telephone  Meetings.   Directors  or  members  of  any  committee
designated  by the Board may  participate  in a meeting  of the Board or of such
committee by means of conference telephone or similar  communications  equipment
by means of which all persons  participating in the meeting can hear each other,
and  participation  in a meeting  pursuant to this Section 3.10 shall constitute
presence in person at such meeting.

         3.11  Adjourned  Meetings.  A majority of the Directors  present at any
meeting of the Board, including an adjourned meeting, whether or not a quorum is
present,  may adjourn such meeting to another time and place. At least one day's
notice of any  adjourned  meeting of the Board  shall be given to each  Director
whether or not present at the time of the  adjournment,  if such notice shall be
given by one of the means  specified  in Section 3.12 hereof other than by mail,
or at least three days' notice if by mail.  Any business may be transacted at an
adjourned  meeting that might have been  transacted at the meeting as originally
called.

         3.12  Notice  Procedure.  Subject  to  Sections  3.9 and  3.15  hereof,
whenever,  under the provisions of any statute, the Certificate of Incorporation
or these  Bylaws,  notice is required to be given to any  Director,  such notice
shall be deemed given  effectively  if given in person or by telephone,  by mail
addressed  to such  Director  at such  Director's  address  as it appears on the
records of the Corporation, with postage thereon prepaid, or by telegram, telex,
telecopy or similar means addressed as aforesaid.

         3.13 Waiver of Notice. Whenever the giving of any notice is required by
statute,  the Certificate of Incorporation or these Bylaws, a waiver thereof, in
writing, signed by the person or persons entitled to said notice, whether before
or  after  the  event as to which  such  notice  is  required,  shall be  deemed
equivalent to notice.  Attendance  by a person at a meeting  shall  constitute a
waiver of notice of such  meeting  except when the person  attends a meeting for
the express  purpose of  objecting,  at the  beginning  of the  meeting,  to the
transaction of any business on the ground that the meeting has not been lawfully
called or convened.  Neither the business to be  transacted  at, nor the purpose
of, any regular or special  meeting of the Directors or a committee of Directors
need be specified in any written waiver of notice unless so required by statute,
the Certificate of Incorporation or these Bylaws.

<PAGE>

         3.14  Organization.  At each meeting of the Board, the Chairman,  or in
the absence of the Chairman,  the Chief Executive Officer,  or in the absence of
the Chief  Executive  Officer,  a chairman chosen by a majority of the Directors
present,  shall preside. The Secretary shall act as secretary at each meeting of
the Board.  In case the Secretary shall be absent from any meeting of the Board,
an Assistant  Secretary  shall  perform the duties of secretary at such meeting;
and in the absence  from any such  meeting of the  Secretary  and all  Assistant
Secretaries,  the person  presiding at the meeting may appoint any person to act
as secretary of the meeting.

         3.15 Quorum of  Directors.  Except as otherwise  expressly  provided by
statute  or the  Certificate  of  Incorporation,  the  presence  in  person of a
majority of the entire Board shall be necessary  and  sufficient to constitute a
quorum for the  transaction  of  business  at any  meeting  of the Board,  but a
majority of a smaller number may adjourn any such meeting to a later date.

         3.16 Action by Majority Vote. Except as otherwise expressly required by
statute, the Certificate of Incorporation or these Bylaws, the act of a majority
of the Directors  present at a meeting at which a quorum is present shall be the
act of the Board.

         3.17  Action  Without  Meeting.  Unless  otherwise  restricted  by  the
Certificate of Incorporation  or these Bylaws,  any action required or permitted
to be taken at any meeting of the Board or of any committee thereof may be taken
without a meeting if all Directors or members of such committee, as the case may
be, consent  thereto in writing,  and the writing or writings are filed with the
minutes of proceedings of the Board or committee.

                                    ARTICLE 4
                            COMMITTEES OF THE BOARD

         4.1 Establishment;  Authority.  The Board of Directors, by a resolution
adopted by a majority of the Directors then in office,  may designate from among
its members an executive committee and other committees,  each consisting of two
or more Directors,  and may delegate to such committee or committees any part or
all of the authority of the Board of Directors,  except as otherwise provided by
Section 141(c)(2) of the Delaware General Corporation Law, and may authorize the
seal of the Corporation to be affixed to all papers which may require it; but no
such  committee  shall have the power or authority in reference to the following
matter:  (i) approving or adopting,  or  recommending to the  stockholders,  any
action  or  matter  expressly  required  by the  General  Corporation  Law to be
submitted to stockholders  for approval or (ii) adopting,  amending or repealing
any bylaw of the Corporation.

<PAGE>

         4.2  Procedures.  Vacancies in the  membership of a committee  shall be
filled by  resolution  adopted by a majority  of the  Directors  then in office.
Committees  shall keep minutes of their  proceedings  and report the same to the
Board of Directors.  Members of a committee may be removed from office,  with or
without  cause,  by resolution  adopted by a majority of the  Directors  then in
office.  Any  person or  persons  authorized  to call a meeting  of the Board of
Directors,  as well as the chairman of a committee or the committee itself,  may
call a meeting of a committee. Except as hereinbefore otherwise provided, so far
as applicable,  the provisions of these Bylaws relating to the calling, noticing
and conduct of  meetings of the Board of  Directors  shall  govern the  calling,
noticing and conduct of meetings of committees.

                                    ARTICLE 5
                                    OFFICERS

         5.1  Positions.  The  officers  of the  Corporation  shall  be a  Chief
Executive Officer, a Secretary, a Treasurer and such other officers as the Board
may appoint,  including a Chairman,  one or more Vice Presidents and one or more
Assistant Secretaries and Assistant  Treasurers,  who shall exercise such powers
and perform such duties as shall be  determined  from time to time by the Board.
The Board may designate one or more Vice Presidents as Executive Vice Presidents
and may use descriptive words or phrases to designate the standing, seniority or
areas of special  competence of the Vice Presidents  elected or appointed by it.
Any number of offices may be held by the same person unless the  Certificate  of
Incorporation or these Bylaws otherwise provide.

         5.2 Appointment. The officers of the Corporation shall be chosen by the
Board at its annual  meeting  or at such other time or times as the Board  shall
determine.

         5.3  Compensation.  The compensation of all officers of the Corporation
shall be fixed by, or in the manner  prescribed by, the Board.  No officer shall
be prevented from receiving a salary or other compensation by reason of the fact
that the officer is also a Director.

         5.4 Term of Office.  Each officer of the Corporation  shall hold office
for the term for which he or she is elected and until such  officer's  successor
is chosen and qualifies or until such officer's  earlier  death,  resignation or
removal.  Any  officer  may  resign  at any  time  upon  written  notice  to the
Corporation.  Such resignation  shall take effect at the date of receipt of such
notice or at such later  time as is therein  specified,  and,  unless  otherwise
specified,  the acceptance of such resignation shall not be necessary to make it
effective.  The  resignation  of an officer  shall be without  prejudice  to the
contract rights of the Corporation, if any. The Chief Executive Officer (and any
other officer which may at any time be deemed to be the Chief Executive Officer,
if the Chief Executive Officer is not so identified) may be removed prior to the
2003  annual  meeting  of  the  stockholders  of  the  Corporation  only  by the
affirmative vote of a majority of the Directors, including at least one director
not nominated by Oak Hill Capital Partners, L.P. or its affiliates.

<PAGE>

         The Chief  Executive  Officer  shall have sole  authority to remove the
Chief Operating Officer,  Resorts, the Chief Operating Officer, Hotel Management
and Bridgestreet,  the Chief Financial Officer, the President,  Real Estate, the
General Counsel of the Corporation,  the Chief Operating  Officer (or equivalent
position) of Doral  Management Co., Inc, and any other executive  officer of the
Corporation.

         5.5 Fidelity  Bonds.  The Corporation may secure the fidelity of any or
all of its officers or agents by bond or otherwise.

         5.6 Chairman.  The Chairman,  if one shall have been  appointed,  shall
preside at all meetings of the Board and shall  exercise such powers and perform
such other duties as shall be determined from time to time by the Board.

         5.7 Chief Executive  Officer.  The Chief  Executive  Officer shall have
responsibility  for the  management and direction of the business and affairs of
the  Corporation  and shall exercise such duties as  customarily  pertain to the
office of the Chief Executive Officer and such other duties as may be prescribed
from  time to time by the  Board and shall  have  general  supervision  over the
business of the Corporation,  subject,  however, to the control of the Board and
of any duly authorized committee of Directors. The Chief Executive Officer shall
preside at all meetings of the  stockholders and at all meetings of the Board at
which the Chairman (if there be one) is not present. The Chief Executive Officer
may sign and execute in the name of the  Corporation  deeds,  mortgages,  bonds,
contracts  and  other  instruments  except  in cases in which  the  signing  and
execution  thereof shall be expressly  delegated by the Board or by these Bylaws
to some  other  officer  or agent of the  Corporation  or shall be  required  by
statute otherwise to be signed or executed and, in general,  the Chief Executive
Officer  shall  perform  all duties  incident  to the office of Chief  Executive
Officer  of a  corporation  and such  other  duties  as may from time to time be
assigned to the Chief Executive Officer by the Board.

         5.8 Vice Presidents. At the request of the Chief Executive Officer, or,
in the Chief Executive  Officer's absence, at the request of the Board, the Vice
Presidents  shall (in such order as may be designated  by the Board,  or, in the
absence of any such designation, in order of seniority based on age) perform all
of the duties of the Chief Executive  Officer and, in so performing,  shall have
all the powers of, and be subject to all restrictions  upon, the Chief Executive
Officer.  Any Vice President may sign and execute in the name of the Corporation
deeds,  mortgages,  bonds,  contracts or other  instruments,  except in cases in
which the signing and  execution  thereof  shall be  expressly  delegated by the
Board or by these Bylaws to some other officer or agent of the  Corporation,  or
shall be required by statute  otherwise to be signed or executed,  and each Vice
President  shall  perform such other duties as from time to time may be assigned
to such Vice President by the Board or by the Chief Executive Officer.

         5.9 Secretary. The Secretary shall attend all meetings of the Board and
of the  stockholders and shall record all the proceedings of the meetings of the
Board and of the  stockholders in a book to be kept for that purpose,  and shall
perform like duties for committees of the Board, when required. The Secretary or
an Assistant  Secretary  may certify all votes,  resolutions  and actions of the
stockholders and the Board of Directors and its committees.  The Secretary shall
give, or cause to be given,  notice of all special  meetings of the Board and of
the stockholders and shall perform such other duties as may be prescribed by the
Board or by the Chief Executive  Officer,  under whose supervision the Secretary
shall  be.  The  Secretary  shall  have  custody  of the  corporate  seal of the
Corporation,  and the Secretary, or an Assistant Secretary, shall have authority
to impress the same on any  instrument  requiring  it, and when so impressed the
seal may be attested by the  signature of the  Secretary or by the  signature of
such  Assistant  Secretary.  The Board may give  general  authority to any other
officer to impress  the seal of the  Corporation  and to attest the same by such
officer's signature. The Secretary or an Assistant Secretary may also attest all
instruments  signed by the Chief Executive  Officer or any Vice  President.  The
Secretary  shall  have  charge  of all the  books,  records  and  papers  of the
Corporation  relating to its  organization  and  management,  shall see that the
reports,  statements and other  documents  required by statute are properly kept
and filed and, in general,  shall  perform all duties  incident to the office of
Secretary  of a  corporation  and such other  duties as may from time to time be
assigned to the Secretary by the Board or by the Chief Executive Officer.

<PAGE>

         5.10 Assistant  Secretaries.  The Assistant  Secretary,  or if there be
more than one, the Assistant  Secretaries,  in the order determined by the Board
of Directors, shall, in case of the absence or disability of the Secretary, have
the authority and perform the duties of the Secretary.

         5.11 Treasurer.  The Treasurer shall have charge and custody of, and be
responsible for, all funds, securities and notes of the Corporation; receive and
give  receipts  for moneys due and payable to the  Corporation  from any sources
whatsoever;  deposit all such moneys and valuable effects in the name and to the
credit of the  Corporation  in such  depositaries  as may be  designated  by the
Board;  against proper  vouchers,  cause such funds to be disbursed by checks or
drafts on the authorized  depositaries of the Corporation  signed in such manner
as shall be determined by the Board and be  responsible  for the accuracy of the
amounts of all moneys so  disbursed;  regularly  enter or cause to be entered in
books or other records  maintained for the purpose full and adequate  account of
all moneys received or paid for the account of the  Corporation;  have the right
to require from time to time reports or statements  giving such  information  as
the Treasurer may desire with respect to any and all financial  transactions  of
the Corporation from the officers or agents  transacting the same; render to the
Chief Executive  Officer or the Board,  whenever the Chief Executive  Officer or
the Board shall  require  the  Treasurer  so to do, an account of the  financial
condition  of  the  Corporation  and  of  all  financial   transactions  of  the
Corporation; exhibit at all reasonable times the records and books of account to
any of the Directors  upon  application at the office of the  Corporation  where
such  records  and books  are kept;  disburse  the funds of the  Corporation  as
ordered by the Board; and, in general, perform all duties incident to the office
of Treasurer of a corporation  and such other duties as may from time to time be
assigned to the Treasurer by the Board or the Chief Executive Officer.

         5.12 Assistant  Treasurers.  Except as otherwise  provided herein,  the
Assistant  Treasurer,  or,  if  there  shall be more  than  one,  the  Assistant
Treasurers, in the order determined by the Board of Directors, shall, in case of
the absence or disability of the  Treasurer,  have the authority and perform the
duties of the Treasurer.

                                   ARTICLE 6
                       vOTING sHARES OF OTHER CORPORATIONS

         6.1 Voting Shares of Other  Corporations.  The Chief Executive Officer,
any Vice President,  the Secretary,  and the Treasurer of this  Corporation,  in
that order, shall have authority to vote shares of other  corporations  standing
in the  name of  this  Corporation,  and  the  Chief  Executive  Officer  or the
Secretary is authorized to execute and deliver in the name and on behalf of this
Corporation  proxies appointing any one or more of the foregoing officers as the
proxy agents of this Corporation.

                                   ARTICLE 7
                 CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

         7.1 Execution of Contracts.  The Board, except as otherwise provided in
these  Bylaws,  may  prospectively  or  retroactively  authorize  any officer or
officers, employee or employees or agent or agents, in the name and on behalf of
the  Corporation,  to  enter  into any  contract  or  execute  and  deliver  any
instrument,  and any such  authority  may be general  or  confined  to  specific
instances, or otherwise limited.

<PAGE>

         7.2 Loans. The Board may  prospectively or retroactively  authorize the
Chief  Executive  Officer  or  any  other  officer,  employee  or  agent  of the
Corporation  to effect loans and advances at any time for the  Corporation  from
any bank, trust company or other institution,  or from any firm,  corporation or
individual,  and for such loans and advances the person so authorized  may make,
execute and deliver  promissory notes,  bonds or other certificates or evidences
of indebtedness of the Corporation,  and, when authorized by the Board so to do,
may pledge and  hypothecate  or transfer any securities or other property of the
Corporation as security for any such loans or advances. Such authority conferred
by the Board may be general or  confined  to specific  instances,  or  otherwise
limited.

         7.3 Checks,  Drafts,  Etc. All checks,  drafts and other orders for the
payment  of money  out of the  funds of the  Corporation  and all  evidences  of
indebtedness of the Corporation  shall be signed on behalf of the Corporation in
such manner as shall from time to time be determined by resolution of the Board.

         7.4 Deposits. The funds of the Corporation not otherwise employed shall
be deposited from time to time to the order of the Corporation  with such banks,
trust  companies,  investment  banking firms,  financial  institutions  or other
depositaries  as the  Board  may  select or as may be  selected  by an  officer,
employee or agent of the  Corporation to whom such power to select may from time
to time be delegated by the Board.

                                    ARTICLE 8
                              STOCK AND DIVIDENDS

         8.1 Certificates  Representing  Shares.  Certificates  representing the
shares of capital  stock of the  Corporation  shall be in such form  (consistent
with the provisions of Section 158 of the General  Corporation  Law) as shall be
approved by the Board.  Such certificates  shall be signed by the Chairman,  the
Chief Executive Officer or a Vice President and by the Secretary or an Assistant
Secretary or the Treasurer or an Assistant Treasurer,  and may be impressed with
the seal of the  Corporation  or a  facsimile  thereof.  If the  Corporation  is
authorized to issue direct classes of shares or different series within a class,
the designations,  relative rights,  preferences,  and limitations applicable to
each class and the variations in rights, preferences, and limitations determined
for each series (and the  authority  of the Board to  determine  variations  for
future  series) shall be summarized on the front or back of each  certificate of
shares  of such  class or  series.  Alternatively,  each  certificate  may state
conspicuously  on its  front  or back  that the  Corporation  will  furnish  the
stockholder  this  information  on request in writing  and without  charge.  All
certificates for shares shall be consecutively numbered or otherwise identified.
The name and  address of the person to whom the shares  represented  thereby are
issued,  with the  number of shares  and date of issue,  shall be entered on the
stock  transfer  books  of  the   Corporation.   Any  signatures  on  the  stock
certificates may be facsimiles. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon any certificate
shall have ceased to be such officer,  transfer  agent or registrar  before such
certificate is issued,  such certificate  may, unless  otherwise  ordered by the
Board, be issued by the Corporation  with the same effect as if such person were
such officer, transfer agent or registrar at the date of issue.

<PAGE>

         8.2  Transfer of Shares.  Transfers  of shares of capital  stock of the
Corporation  shall be made only on the books of the  Corporation  by the  holder
thereof or by the  holder's  duly  authorized  attorney  appointed by a power of
attorney duly  executed and filed with the Secretary or a transfer  agent of the
Corporation,  and on surrender of the certificate or  certificates  representing
such shares of capital stock properly  endorsed for transfer and upon payment of
all  necessary  transfer  taxes.  Every  certificate   exchanged,   returned  or
surrendered  to the  Corporation  shall be marked  "Canceled,"  with the date of
cancellation,  by the Secretary or an Assistant  Secretary or the transfer agent
of the Corporation.

         8.3  Registered  Stockholders.  The  Corporation  shall be  entitled to
recognize the person or persons shown on its original  stock  transfer  books as
the owner of shares as the  exclusive  and only owner  thereof for all purposes,
including  without  limitation  the  right to (i)  receive  dividends  and other
distribution; (ii) vote (except as otherwise provided in the General Corporation
Law); and (iii) examine lists, books, minutes or other materials relating to the
Corporation.  The  Corporation  shall not be bound to recognize any equitable or
other claim to or interest in such shares on the part of any other  person noted
in its original  stock transfer  books,  whether or not it shall have express or
other notice thereof.

         8.4 Transfer and Registry Agents. The Corporation may from time to time
maintain one or more transfer  offices or agents and registry  offices or agents
at such place or places as may be determined from time to time by the Board.

         8.5 Lost, Destroyed,  Stolen and Mutilated Certificates.  The holder of
any shares of capital  stock of the  Corporation  shall  immediately  notify the
Corporation  of any loss,  destruction,  theft or mutilation of the  certificate
representing  such shares,  and the  Corporation  may issue a new certificate to
replace  the  certificate  alleged  to have  been  lost,  destroyed,  stolen  or
mutilated. The Board may, in its discretion,  as a condition to the issue of any
such new  certificate,  require  the  owner of the  lost,  destroyed,  stolen or
mutilated  certificate,  or his or her  legal  representatives,  to  make  proof
satisfactory to the Board of such loss, destruction,  theft or mutilation and to
advertise  such fact in such  manner as the Board may  require,  and to give the
Corporation and its transfer agents and registrars, or such of them as the Board
may require,  a bond in such form, in such sums and with such surety or sureties
as the Board may direct,  to indemnify the  Corporation  and its transfer agents
and registrars against any claim that may be made against any of them on account
of the continued existence of any such certificate so alleged to have been lost,
destroyed,  stolen or mutilated and against any expense in connection  with such
claim.

         8.6  Rules  and  Regulations.   The  Board  may  make  such  rules  and
regulations as it may deem expedient, not inconsistent with these Bylaws or with
the   Certificate  of   Incorporation,   concerning  the  issue,   transfer  and
registration of certificates representing shares of its capital stock.

<PAGE>

                                   ARTICLE 9
                                 INDEMNIFICATION

         9.1  Indemnity  Undertaking.  To the extent not  prohibited by law, the
Corporation  shall  indemnify any person who is or was made, or threatened to be
made, a party to any threatened, pending or completed action, suit or proceeding
(a  "Proceeding"),  whether civil,  criminal,  administrative  or investigative,
including,  without limitation,  an action by or in the right of the Corporation
to procure a judgment in its favor, by reason of the fact that such person, or a
person of whom such person is the legal representative,  is or was a Director or
officer of the  Corporation,  or, at the request of the  Corporation,  is or was
serving as a Director or officer of any other  corporation or in a capacity with
comparable  authority or  responsibilities  for any partnership,  joint venture,
trust,  employee benefit plan or other  enterprise (an "Other Entity"),  against
judgments, fines, penalties, excise taxes, amounts paid in settlement and costs,
charges  and  expenses  (including  attorneys'  fees,  disbursements  and  other
charges).  Persons who are not  Directors  or officers  of the  Corporation  (or
otherwise entitled to indemnification pursuant to the preceding sentence) may be
similarly  indemnified  in respect of service to the  Corporation or to an Other
Entity at the  request  of the  Corporation  to the extent the Board at any time
specifies that such persons are entitled to the benefits of this Article 9.

         9.2 Advancement of Expenses. The Corporation shall reimburse or advance
to any Director or officer or other person entitled to indemnification hereunder
the funds  necessary  for payment of  expenses,  including  attorneys'  fees and
disbursements,  incurred in connection  with any  Proceeding,  in advance of the
final disposition of such Proceeding;  provided,  however,  that, if required by
the  General  Corporation  Law,  such  expenses  incurred by or on behalf of any
Director  or  officer  or  other  person  may be paid in  advance  of the  final
disposition  of a  Proceeding  only  upon  receipt  by  the  Corporation  of  an
undertaking,  by or on behalf  of such  Director  or  officer  (or other  person
indemnified  hereunder),  to  repay  any such  amount  so  advanced  if it shall
ultimately  be  determined  by final  judicial  decision  from which there is no
further  right of appeal  that such  Director,  officer  or other  person is not
entitled to be indemnified for such expenses.

         9.3  Rights  Not   Exclusive.   The  rights  to   indemnification   and
reimbursement  or advancement of expenses  provided by, or granted  pursuant to,
this  Article  9 shall not be deemed  exclusive  of any other  rights to which a
person seeking  indemnification  or reimbursement or advancement of expenses may
have  or  hereafter  be  entitled   under  any  statute,   the   Certificate  of
Incorporation,  these  Bylaws,  any  agreement,  any  vote  of  stockholders  or
disinterested  Directors or otherwise,  both as to action in his or her official
capacity and as to action in another capacity while holding such office.

         9.4  Continuation  of  Benefits.  The  rights  to  indemnification  and
reimbursement  or advancement of expenses  provided by, or granted  pursuant to,
this Article 9 shall  continue as to a person who has ceased to be a Director or
officer (or other person  indemnified  hereunder) and shall inure to the benefit
of the executors, administrators, legatees and distributees of such person.

<PAGE>

         9.5  Insurance.  The  Corporation  shall  have  power to  purchase  and
maintain  insurance  on behalf of any person who is or was a Director,  officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation  as a  Director,  officer,  employee  or agent  of an Other  Entity,
against any liability  asserted  against such person and incurred by such person
in any such capacity, or arising out of such person's status as such, whether or
not the  Corporation  would have the power to indemnify such person against such
liability   under  the  provisions  of  this  Article  9,  the   Certificate  of
Incorporation  or under Section 145 of the General  Corporation Law or any other
provision of law.

         9.6  Binding  Effect.  The  rights  to   indemnification   and  to  the
advancement of expenses  conferred in this Article shall be contract  rights and
such rights shall  continue as to an indemnitee who has ceased to be a Director,
officer,  employee,  or agent and shall inure to the benefit of the indemnitee's
heirs, executors, and administrators.  No repeal or modification of this Article
9 shall affect any rights or obligations with respect to any state of facts then
or theretofore  existing or thereafter arising or any proceeding  theretofore or
thereafter  brought or threatened  based in whole or in part upon any such state
of facts.

         9.7 Procedural Rights. The rights to indemnification  and reimbursement
or advancement of expenses  provided by, or granted  pursuant to, this Article 9
shall  be  enforceable  by  any  person  entitled  to  such  indemnification  or
reimbursement or advancement of expenses in any court of competent jurisdiction.
The burden of proving that such  indemnification or reimbursement or advancement
of expenses is not appropriate shall be on the Corporation.  Neither the failure
of the Corporation  (including its Directors,  its independent legal counsel and
its stockholders) to have made a determination prior to the commencement of such
action that such  indemnification or reimbursement or advancement of expenses is
proper in the  circumstances  nor an  actual  determination  by the  Corporation
(including its Directors,  its independent  legal counsel and its  stockholders)
that such person is not entitled to such  indemnification  or  reimbursement  or
advancement  of expenses  shall  constitute  a defense to the action or create a
presumption  that such person is not so  entitled.  Such a person  shall also be
indemnified  for  any  expenses   incurred  in  connection   with   successfully
establishing  his or her  right  to such  indemnification  or  reimbursement  or
advancement of expenses, in whole or in part, in any such proceeding.

<PAGE>

         9.8 Service Deemed at Corporation's Request. Any Director or officer of
the  Corporation  serving in any  capacity  (a) another  corporation  of which a
majority of the shares  entitled to vote in the  election  of its  Directors  is
held,  directly or indirectly,  by the  Corporation or (b) any employee  benefit
plan of the  Corporation or any  corporation  referred to in clause (a) shall be
deemed to be doing so at the request of the Corporation.

                                   ARTICLE 10
                               BOOKS AND RECORDS

         10.1 Books and Records.  There shall be kept at the principal office of
the Corporation  correct and complete records and books of account recording the
financial  transactions of the Corporation and minutes of the proceedings of the
stockholders,  the Board and any committee of the Board.  The Corporation  shall
keep  at its  principal  office,  or at the  office  of the  transfer  agent  or
registrar of the Corporation, a record containing the names and addresses of all
stockholders,  the  number  and class of shares  held by each and the dates when
they respectively became the owners of record thereof.

         10.2 Form of Records.  Any records maintained by the Corporation in the
regular  course of its business,  including its stock ledger,  books of account,
and minute  books,  may be kept on, or be in the form of, punch cards,  magnetic
tape,  photographs,  microphotographs,  or any other information storage device,
provided that the records so kept can be converted into clearly  legible written
form within a reasonable  time. The Corporation  shall so convert any records so
kept upon the request of any person entitled to inspect the same.

         10.3 Inspection of Books and Records.  Except as otherwise  provided by
law, the Board shall determine from time to time whether,  and, if allowed, when
and under what  conditions and  regulations,  the accounts,  books,  minutes and
other  records  of the  Corporation,  or any  of  them,  shall  be  open  to the
stockholders for inspection.

<PAGE>

                                   ARTICLE 11
                                      SEAL

         The  corporate  seal,  if the Board  elects to adopt  one,  shall  have
inscribed thereon the name of the Corporation,  the year of its organization and
the words  "Corporate  Seal,  Delaware." The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or otherwise reproduced.

                                   ARTICLE 12
                                   FISCAL YEAR

         The fiscal year of the Corporation  shall be fixed, and may be changed,
by resolution of the Board.

                                   ARTICLE 13
                              PROXIES AND CONSENTS

         Unless  otherwise  directed  by the  Board,  the  Chairman,  the  Chief
Executive Officer,  any Vice President,  the Secretary or the Treasurer,  or any
one of them,  may  execute  and  deliver  on behalf of the  Corporation  proxies
respecting any and all shares or other  ownership  interests of any Other Entity
owned by the  Corporation  appointing  such  person or  persons  as the  officer
executing  the same shall deem proper to represent  and vote the shares or other
ownership  interests  so owned at any and all  meetings  of holders of shares or
other ownership  interests,  whether  general or special,  and/or to execute and
deliver consents respecting such shares or other ownership interests;  or any of
the aforesaid  officers may attend any meeting of the holders of shares or other
ownership interests of such Other Entity and thereat vote or exercise any or all
other powers of the  Corporation as the holder of such shares or other ownership
interests.

                                   ARTICLE 14
                                     OFFICES

         14.1 Registered  Office. The registered office of the Corporation shall
be at Corporation Trust Center, 1209 Orange Street,  City of Wilmington,  County
of Newcastle,  State of Delaware;  and its  registered  agent at such address is
Corporation Trust Company.

         14.2 Other Offices.  The Corporation  may also have offices,  including
its principal  office, at such other places both within and without the State of
Delaware  as the Board may from time to time  determine  or the  business of the
Corporation may require.

<PAGE>

                                   ARTICLE 15
                                EMERGENCY BYLAWS

         Unless  the  Certificate  of  Incorporation  provides  otherwise,   the
following  provisions of this Article 15 shall be effective during an emergency,
which is  defined  as when a quorum  of the  Corporation's  Directors  cannot be
readily assembled because of some catastrophic event. During such emergency:

         15.1 Notice to Board Members. Any one member of the Board or any one of
the following officers:  Chairman,  Chief Executive Officer, any Vice President,
Secretary, or Treasurer, may call a meeting of the Board. Notice of such meeting
need be given only to those  Directors whom it is practicable to reach,  and may
be given in any  practical  manner,  including by  publication  and radio.  Such
notice shall be given at least six hours prior to commencement of the meeting.

         15.2  Temporary  Directors  and  Quorum.  One or more  officers  of the
Corporation present at the emergency Board meeting, as is necessary to achieve a
quorum,  shall be considered to be Directors for the meeting, and shall so serve
in order of rank, and within the same rank, in order of seniority.  In the event
that less than a quorum of the Directors are present (including any officers who
are to serve as Directors for the meeting),  those Directors present  (including
the officers serving as Directors) shall constitute a quorum.

         15.3 Actions Permitted To Be Taken. The Board as constituted in Section
15.2, and after notice as set forth in Section 15.1 may:

                  15.3.1  prescribe  emergency  powers  to  any  officer  of the
         Corporation;

                  15.3.2 delegate to any officer or Director,  any of the powers
         of the Board;

                  15.3.3  designate  lines of succession of officers and agents,
         in the event that any of them are unable to discharge their duties;

                  15.3.4 relocate the principal place of business,  or designate
         successive or simultaneous principal places of business; and

                  15.3.5 take any other convenient,  helpful or necessary action
         to carry on the business of the Corporation.

<PAGE>

                                   ARTICLE 16
                                   AMENDMENTS

         These  Bylaws of the  Corporation  may be altered or  repealed  and new
Bylaws may be adopted (i) at any annual or special meeting of  stockholders,  by
the  affirmative  vote of not less than a majority  of all votes  entitled to be
cast by all of the then  outstanding  shares of capital stock of the Corporation
in the election of Directors, provided, however, that any proposed alteration or
repeal of, or the adoption of any by-law  inconsistent with,  Sections 2.4, 2.14
and 2.15 of  Article 2 of these  Bylaws,  3.1,  3.2,  3.3,  3.4,  3.5 and 3.6 of
Article 3 of these Bylaws, by stockholders shall require the affirmative vote of
not less than  two-thirds  of all votes  entitled  to be cast by all of the then
outstanding  shares of  capital  stock of the  Corporation  in the  election  of
Directors, or (ii) by the affirmative vote of a majority of the Board.

         The  undersigned,  in his  capacity as  Secretary  of the  Corporation,
hereby certifies that the foregoing is the Bylaws of Corporation  adopted by the
Board of the Corporation on this ___ day of December, 2000.


---------------------------
Secretary,
Doral International, Inc.

<PAGE>

                                                                         Annex C


                                List of Certain Management Personnel of ASC
                                         after the Effective Time

Leslie Otten                              Chairman
Paul Whetsell                             Chief Executive Officer
John Emery                                Chief Financial Officer
B.J. Fair                                 COO, Resorts
David McCaslin                            COO, Hotel Management and BridgeStreet
Hernan Martinez                           President, Real Estate

<PAGE>

                                                                         Annex D


                                  [Form of Rule 145 Affiliate Agreement]


                                     [Date]


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

American Skiing Company                MeriStar Hotels & Resorts, Inc.
One Monument Way                       1010 Wisconsin Avenue, NW
Portland, Maine 04101                  Washington, DC 20007
Attention:  Christopher E. Howard      Attention:   Christopher L. Bennett, Esq.
            Foster A. Stewart, Jr.
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To whom it may concern:

                    I have  been  advised  that as of the  date  hereof I may be
deemed to be an  "affiliate"  of  MeriStar  Hotels & Resorts,  Inc.,  a Delaware
corporation ("MeriStar"), as that term is defined for purposes of paragraphs (c)
and (d) of Rule 145 of the rules and regulations  (the "Rules and  Regulations")
of  the  Securities  and  Exchange   Commission  (the  "Commission")  under  the
Securities Act of 1933 (the "Act"). Neither my entering into this agreement, nor
anything  contained  herein,  shall be deemed an  admission on my part that I am
such an "affiliate."

                    Pursuant  to the terms of the  Agreement  and Plan of Merger
dated as of December 8, 2000 (the "Merger  Agreement"),  among  American  Skiing
Company,  a Delaware  corporation  ("ASC"),  ASC Merger  Sub,  Inc.,  a Delaware
corporation ("Merger Sub"), and MeriStar providing for the merger (the "Merger")
of  Merger  Sub with and into  MeriStar,  and as a result of the  Merger,  I may
receive  shares of common  stock,  par value  $0.01 per share,  of ASC (the "ASC
Common  Stock") in exchange for the shares of common stock,  par value $0.01 per
share,  of MeriStar  owned by me at the Effective Time (as defined in the Merger
Agreement) of the Merger.

                    I  represent  and warrant to ASC and Merger Sub that in such
event:

                    A. I shall not make any sale,  transfer or other disposition
of ASC Common Stock in violation of the Act or the Rules and Regulations.

                    B.  I  have  carefully  read  this  letter  and  the  Merger
Agreement and discussed its requirements  and other applicable  limitations upon
my ability to sell,  transfer or otherwise  dispose of ASC Common Stock,  to the
extent I felt necessary, with my counsel or counsel for MeriStar.

<PAGE>

                    C. I have been advised that the issuance of ASC Common Stock
to me pursuant to the Merger has been registered  with the Commission  under the
Act on a Registration  Statement on Form S-4. However,  I have also been advised
that,  since at the time the Merger was submitted for a vote of the stockholders
of MeriStar I may have been deemed to have been an  affiliate  of MeriStar and a
distribution  by me of ASC Common Stock has not been  registered  under the Act,
ASC Common Stock must be held by me  indefinitely  unless (i) a distribution  of
ASC Common  Stock by me has been  registered  under the Act,  (ii) a sale of ASC
Common Stock by me is made in conformity  with the volume and other  limitations
of Rule 145 promulgated by the Commission  under the Act or (iii) in the opinion
of counsel reasonably  acceptable to ASC, some other exemption from registration
is available with respect to a proposed sale,  transfer or other  disposition of
ASC Common Stock.

                    D. I understand that neither ASC nor Merger Sub is under any
obligation  to register the sale,  transfer or other  disposition  of ASC Common
Stock by me or on my behalf or to take any other  action  necessary  in order to
make compliance with an exemption from registration available.

                    E. I also  understand  that unless the  transfer by me of my
ASC  Common  Stock  has  been  registered  under  the  Act or is a sale  made in
conformity  with the  provisions  of Rule 145, ASC reserves the right to put the
following legend on the certificates issued to my transferee:

                            The offer and sale of the shares represented by this
                    certificate  have not been  registered  under the Securities
                    Act of 1933,  and these shares were  acquired  from a person
                    who received such shares in a transaction  to which Rule 145
                    promulgated  under the  Securities  Act applies.  The shares
                    have been  acquired by the holder not with a view to, or for
                    resale in connection with, any  distribution  thereof within
                    the  meaning  of the  Securities  Act and  may not be  sold,
                    pledged or  otherwise  transferred  except in a  transaction
                    registered  under the Securities  Act in accordance  with an
                    exemption  from  the   registration   requirements   of  the
                    Securities Act.

                    It is  understood  and agreed  that the legends set forth in
paragraph E and F above shall be removed by delivery of substitute  certificates
without such legend if the  undersigned  shall have delivered to ASC a copy of a
letter from the staff of the

<PAGE>

 Commission, or an opinion of counsel reasonably acceptable to ASC to the effect
that such legend is not required for purposes of the Act.

                                                     Very truly yours,


                                                     ------------------------
                                                     Name:



Accepted this ____ day of ____________, by:

AMERICAN SKIING COMPANY


By______________________
   Name:
   Title: