VOTING AGREEMENT


                  This  VOTING  AGREEMENT,  dated as of  December  8, 2000 (this
"Agreement"),  is made and entered into among MeriStar Hotels & Resorts, Inc., a
Delaware  corporation  (the  "MeriStar"),  American Skiing  Company,  a Delaware
corporation  ("ASC"),  Oak Hill  Capital  Partners,  L.P.,  a  Delaware  limited
partnership  ("OCP"),  Oak Hill Capital  Management  Partners,  L.P., a Delaware
limited  partnership  ("OMP"),  F.W.  Hospitality,   L.P.,  a  Delaware  limited
partnership  ("F.W.   Hospitality"),   Arbor  REIT,  L.P.,  a  Delaware  limited
partnership  ("Arbor  REIT"),  and  MHX  Investors,  L.P.,  a  Delaware  limited
partnership ("MHX Investors").  OCP, OMP, F.W.  Hospitality,  Arbor REIT and MHX
Investors  are  referred to  collectively  as the  "Stockholders"  and each as a
"Stockholder".


                                    RECITALS:

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

                  B. As a condition and inducement to ASC's willingness to enter
into the Merger  Agreement,  ASC has requested that each Stockholder  agree, and
each Stockholder has agreed, to enter into this Agreement and to grant to ASC an
irrevocable  proxy with respect to the shares of common  stock,  par value $0.01
per share, of MeriStar (the "MeriStar Common Stock") in the form attached hereto
as Exhibit A (each a "Proxy") with respect to such Stockholder's  Subject Shares
(as defined in Section 2.1(a)).

                  C.  Simultaneously  with the  execution  and  delivery of this
Agreement,  each  Stockholder  has  irrevocably  granted ASC a Proxy to vote its
shares in a manner consistent with the covenants set forth in this Agreement.

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

<PAGE>
                                                                               2

                                    ARTICLE I

                            VOTING OF SUBJECT SHARES

                  Section 1.1 Agreement to Vote Subject  Shares.  At any meeting
(including  any  and  all  postponements   and  adjournments   thereof)  of  the
stockholders of MeriStar (a "MeriStar  Stockholders Meeting") called to consider
and  vote  upon  the  approval  of the  Merger,  the  Merger  Agreement  and the
transactions contemplated thereby (the "Proposals"),  and in connection with any
action  to be taken in  respect  of the  Proposals  by  written  consent  of the
stockholders  of  MeriStar,  each  Stockholder  shall  vote or cause to be voted
(including by written consent, if applicable) all of such Stockholder's  Subject
Shares  in  favor  of the  Proposals  and any  other  matter  necessary  for the
consummation  of the  transactions  contemplated  by the  Merger  Agreement  and
considered  and voted upon at any such  meeting.  At any meeting (and at any and
all postponements and adjournments  thereof) of the stockholders of MeriStar (an
"Adverse  Meeting")  called to consider  and vote upon any Adverse  Proposal (as
defined below),  and in connection with any action to be taken in respect of any
Adverse   Proposal  by  written  consent  of  stockholders  of  MeriStar,   each
Stockholder  shall vote or cause to be voted (including by written  consent,  if
applicable)  all of such  Stockholder's  Subject  Shares  against  such  Adverse
Proposal. For purposes of this Agreement,  the term "Adverse Proposal" means any
(a) proposal or action that would  reasonably  be expected to result in a breach
of any covenant,  representation or warranty of MeriStar set forth in the Merger
Agreement  or (b)  proposal or action that is  intended or would  reasonably  be
expected to impede, interfere with, delay or materially and adversely affect the
Merger or any of the other transactions  contemplated by the Merger Agreement or
this Agreement.

                  Section 1.2 Other Proxies Revoked. Any proxies (other than the
Proxy) heretofore given in respect of such Stockholder's  Subject Shares are not
irrevocable and all such proxies are hereby revoked.


                                   ARTICLE II

                         REPRESENTATIONS AND WARRANTIES

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

                   (a) Except for Subject Shares  transferred in accordance with
Section 3.1 hereof after the date hereof,  such  Stockholder  is the sole record
and beneficial  owner of the number of shares of MeriStar Common Stock set forth
opposite such  Stockholder's name on Annex A hereto (such MeriStar Common Stock,
together  with any other equity or voting  interests in MeriStar the  beneficial
ownership of which is hereafter  acquired by such  Stockholder  and any MeriStar

<PAGE>
                                                                               3


Common Stock into which such other  equity or voting  interests  are  converted,
being collectively  referred to herein as such  Stockholder's  "Subject Shares")
and has full, unrestricted and sole power to dispose of and to vote such Subject
Shares.  Such Subject  Shares are now,  and at all times prior to the  Effective
Time will be, held by such  Stockholder,  or by a nominee or  custodian  for the
benefit  of such  Stockholder,  free and clear of all  liens,  voting  trusts or
agreements,  powers of attorney,  proxies or any other  arrangement or agreement
with any person or entity limiting or affecting such  Stockholder's  legal power
or authority to vote or sell the Subject Shares,  except for those  restrictions
arising  hereunder or under the Proxy delivered by such Stockholder or set forth
under applicable securities laws and except as specified on Schedule 2.1 hereto.
Such  Stockholder  does not  beneficially  own or hold any rights to acquire any
additional securities of MeriStar other than such Subject Shares.

                   (b) Such Stockholder has all requisite power and authority to
enter into this Agreement, to grant the Proxy and to consummate the transactions
contemplated  hereby. The execution and delivery of this Agreement and the Proxy
by such Stockholder and the consummation by such Stockholder of the transactions
contemplated  hereby have been duly authorized by all necessary  action, if any,
on the part of such  Stockholder.  This  Agreement  and the Proxy have been duly
executed and delivered by such  Stockholder  and,  assuming that this  Agreement
constitutes the valid and binding  obligation of ASC, each of this Agreement and
the  Proxy  constitutes  a valid and  binding  obligation  of such  Stockholder,
enforceable  against such  Stockholder in accordance with its terms,  subject to
applicable  bankruptcy,   insolvency,  fraudulent  conveyance,   reorganization,
moratorium and similar laws affecting  creditors' rights and remedies  generally
and to general principles of equity. The Proxy is an irrevocable proxy,  coupled
with an interest,  and ASC shall,  by operation of the Proxy,  have the power to
vote such  Stockholder's  Subject Shares in accordance with, and as contemplated
by, Section 1.1 and by the terms of the Proxy.

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

<PAGE>
                                                                               4


this  Agreement  or  (ii)  prevent  or  delay  the  consummation  of  any of the
transactions contemplated hereby.

                   (d) Except for the other  Stockholders,  there are no parties
who are affiliates of such Stockholder who are also affiliates of MeriStar.


                                   ARTICLE III

                                CERTAIN COVENANTS

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

              Section  3.2  Reliance  by  ASC;  Cooperation.   Each  Stockholder
understands and  acknowledges  that ASC is entering into the Merger Agreement in
reliance upon the Stockholders' execution and delivery of this Agreement and the
Proxy.  Each  Stockholder  shall  cooperate  fully  with  ASC  and  MeriStar  in
connection  with the respective  reasonable  best efforts of ASC and MeriStar to
fulfill  the  conditions  to the  Merger  set forth in  Article VI of the Merger
Agreement.
<PAGE>
                                                                               5



                                   ARTICLE IV

                                  MISCELLANEOUS

              Section  4.1 Fees and  Expenses.  Except  as set  forth in the ASC
Voting/Recapitalization  Agreement, each party hereto shall pay its own expenses
incident to preparing for, entering into and carrying out this Agreement and the
consummation of the transactions contemplated hereby.


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

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

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

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

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

<PAGE>
                                                                               6


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

                           If to the Stockholders:

                                    Park Avenue Tower
                                    65 E. 55th Street
                                    New York, New York 10022
                                    Attention: Steven B. Gruber


<PAGE>

                                    Bradford E. Bernstein
                                    Telecopy: (212) 593-7187

                           If to ASC:

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

                           with a copy to:

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

                           If to MeriStar:

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

                           with a copy to:

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

<PAGE>
                                                                               7


              Section 4.7  Assignment.  Neither  this  Agreement  nor any of the
rights,  interests  or  obligations  under this  Agreement  may be  assigned  or
delegated,  in  whole or in  part,  by  operation  of law or  otherwise,  by any
Stockholder  without  the prior  written  consent of ASC,  or by ASC without the
prior written consent of the  Stockholders and any such assignment or delegation
that is not  consented  to shall  be null and  void.  Subject  to the  preceding
sentence,  this Agreement shall be binding upon, inure to the benefit of, and be
enforceable  by,  the  parties  and  their  respective  successors  and  assigns
(including,  without limitation, any person to whom any Subject Shares are sold,
transferred or assigned).

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

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

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


<PAGE>
                                                                               8

              Section 4.11 Severability.  Whenever  possible,  each provision or
portion of any provision of this  Agreement  shall be interpreted in such manner
as to be  effective  and valid  under  applicable  law but if any  provision  or
portion of any  provision of this  Agreement  is held to be invalid,  illegal or
unenforceable   in  any  respect  under  any  applicable  law  or  rule  in  any
jurisdiction,  such invalidity,  illegality or unenforceability shall not affect
any other provision or portion of any provision in such  jurisdiction,  and this
Agreement shall be reformed,  construed and enforced in such  jurisdiction as if
such invalid, illegal or unenforceable provision or portion of any provision had
never been contained herein.

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

<PAGE>
                                                                               9

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

                                  MERISTAR HOTELS & RESORTS, INC.


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


                                  AMERICAN SKIING COMPANY

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

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

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


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

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


                                  FW HOSPITALITY, L.P.
                                  By: Group III 31, L.L.C., General Partner

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




<PAGE>
                                                                              10

                                  ARBOR REIT, L.P.
                                  By: Group Investors, L.L.C., General Partner

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


                                  MHX INVESTORS, L.P.
                                  By: FW Group GenPar, Inc., General Partner

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



<PAGE>


                                                                         Annex A



             Stockholder               Number of Shares of MeriStar Common Stock


Oak Hill Capital Partners, L.P.                       3,545,455

Oak Hill Capital Management Partners, L.P.               90,909

F.W. Hospitality, L.P.                                  764,067

Arbor REIT, L.P.                                        764,067

MHX Investors, L.P.                                     764,066


<PAGE>
                                                                       Exhibit A


                                IRREVOCABLE PROXY


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

                                                          [Name of Stockholder]




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

                                                       Dated: _________, _____