exv4w3



 








 Exhibit 4.3




          NINTH SUPPLEMENTAL INDENTURE, dated as of January 9, 2006 (this “Supplemental
Indenture”), to the Indenture dated as of July 26, 1995 (the “Indenture”), between La Quinta
Properties, Inc., a Delaware corporation (as successor to Meditrust, a Massachusetts business
trust) (the “Company”) and U.S. Bank Trust National Association (as successor to Fleet National
Bank), as trustee (the “Trustee”).




W I T N E S S E T H:




          WHEREAS, the Company and the Trustee have heretofore executed and delivered the Indenture, and
the Company and the Trustee have heretofore executed and delivered the supplemental indentures
pursuant to which the Company has issued a variety of debt securities, all of which have been
redeemed except for the Company’s 7% Notes due 2007 (the “Notes”), which Notes were issued pursuant
to the Fifth Supplemental Indenture dated as of August 15, 1997 (the “Fifth Supplemental
Indenture”);




          WHEREAS, Section 9.02 of the Indenture provides that the Company, when authorized by a
resolution of its Board of Directors, and the Trustee may, with the requisite consents of the
holders, enter into a supplemental indenture for the purpose of amending certain provisions of the
Indenture as previously amended and supplemented;




          WHEREAS, the Company has offered to purchase for cash any and all of the outstanding Notes
upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent
Solicitation Statement, dated December 20, 2005 (as the same may be amended or supplemented from
time to time, the “Statement”), and in the related Consent and Letter of Transmittal (as the same
may be amended or supplemented from time to time, together with the Statement, the “Offer”), from
each Holder of such Notes;




          WHEREAS, the Offer is conditioned upon, among other things, certain amendments to the
Indenture, the Fifth Supplemental Indenture and to the Notes set forth in Article Two and Article
Three of this Supplemental Indenture (the “Amendments”) having been approved by Holders of at least
a majority of the outstanding principal amount of the Notes (and a supplemental indenture in
respect thereof having been executed and delivered), provided that the Amendments will not become
operative until immediately prior to the Mergers (as defined in the Statement) and provided all
validly tendered Notes are accepted for purchase pursuant to the Offer upon consummation of the
Mergers (the “Acceptance”);




          WHEREAS, the Company has received and delivered to the Trustee the consents from Holders of a
majority of the outstanding principal amount of the Notes to effect the Amendments;




          WHEREAS, the Company has been authorized by a resolution of its Board of Directors to enter
into this Supplemental Indenture; and










 



2


          WHEREAS, all acts, conditions, proceedings and requirements necessary to make this
Supplemental Indenture a valid, binding and legal agreement enforceable in accordance with its
terms for the purposes expressed herein, in accordance with its terms, have been duly done and
performed;




          NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained
herein, and for other good and valuable consideration the receipt of which is hereby acknowledged,
the Company and the Trustee hereby agree as follows:




ARTICLE ONE




SECTION 1.01. Definitions.




          Capitalized terms used in this Supplemental Indenture and not otherwise defined herein shall
have the meanings assigned to such terms in the Indenture.




ARTICLE TWO




SECTION 2.01. Amendments to Table of Contents




          (a) The Table of Contents of the Indenture is amended by deleting the titles to Sections 4.02,
4.03 and 4.06, and inserting in lieu thereof the phrase “[intentionally omitted]”.




ARTICLE THREE




SECTION 3.01. Elimination of Certain Definitions in Article 1.




          Sections 1.01 and 1.02 of the Indenture are amended by deleting all definitions of terms, and
references to definitions of terms, that are used exclusively in text of the Indenture and the
Notes that are being otherwise eliminated by this Supplemental Indenture.




SECTION 3.02. Elimination of Certain Provisions in Article 4.




          (a) Section 4.02 of the Indenture is amended by deleting the text of such Section in its
entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.




          (b) Section 4.03 of the Indenture is amended by deleting the text of such Section in its
entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.




          (c) Section 4.06 of the Indenture is amended by deleting the text of such Section in its
entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.










 



3


SECTION 3.03. Amendment of Certain Provisions in Article Five.




          (a) Section 5.01 of the Indenture is amended by adding “, limited liability company” after
“corporation” and before “or” in each of clause (i) and (ii); and, deleting the text of clause
(iii) in its entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.




SECTION 3.04. Amendment of Certain Provisions in Article 6.




          Section 6.01 of the Indenture is amended by:




          (a) deleting the text of clauses (3) and (4) in its entirety and inserting in lieu thereof the
phrase “[intentionally omitted]”;




SECTION 3.05. Amendment of Certain Provisions of the Fifth Supplemental Indenture




          Article 2 of the Fifth Supplemental Indenture is amended by deleting the text of the said
Article in such Supplemental Indenture in its entirety and inserting in lieu thereof the phrase
“[intentionally omitted]”.




ARTICLE FOUR




SECTION 4.01. Waiver of Claims to Security




          All claims to and interest in any security pledged for the benefit of the Notes are hereby
waived to the fullest extent permitted by applicable law.




ARTICLE FIVE




SECTION 5.01. Effectiveness of Amendments to Indenture.




          Notwithstanding any other provision of this Supplemental Indenture, (i) this Supplemental
Indenture shall be effective upon its signing by the parties hereto and (ii) the Amendments shall
not be operative until immediately prior to the Mergers (as defined in the Statement) and provided
all validly tendered Notes are accepted for purchase pursuant to the Offer upon consummation of the
Mergers.




SECTION 5.02. Continuing Effect of Indenture.




          Except as expressly provided herein, all of the terms, provisions and conditions of the
Indenture and the Notes outstanding thereunder shall remain in full force and effect.




SECTION 5.03. Construction of Supplemental Indenture.




          This Supplemental Indenture is executed as and shall constitute an indenture supplemental to
the Indenture and shall be construed in connection with and as part of the










 



4



Indenture. This Supplemental Indenture shall be governed by, and construed in accordance
with, the laws of the Commonwealth of Massachusetts.




SECTION 5.04. Trust Indenture Act Controls.




          If any provision of this Supplemental Indenture limits, qualifies or conflicts with another
provision of this Supplemental Indenture or the Indenture that is required to be included by the
Trust Indenture Act of 1939, as amended, as in force at the date as of which this Supplemental
Indenture is executed, the provision required by said Act shall control.




SECTION 5.05. Trustee Disclaimer.




          The recitals contained in this Supplemental Indenture shall be taken as the statements of the
Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no
representations and shall have no responsibility as to the validity or sufficiency of this
Supplemental Indenture.




SECTION 5.06. Counterparts.




          This Supplemental Indenture may be executed in any number of counterparts, each of which so
executed shall be deemed to be an original, but all such counterparts shall together constitute but
one and the same instrument.










 



5


          IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed, all as of the day and year first above written.




	 	 	 	 	 	 
	 	 	LA QUINTA PROPERTIES, INC.
	 
	 	 	 	 
	 

	 	By
	 	     /s/ Steven A. Schumm
	 	 	 	 	 
	 

	 	 	 	Name: Steven A. Schumm
	 

	 	 	 	Title: Executive Vice President and Chief
	 

	 	 	 	Financial Officer
	 
	 	 	 	 
	 	 	U.S. BANK TRUST NATIONAL
	 	 	ASSOCIATION, as Trustee
	 
	 	 	 	 
	 

	 	By
	 	     /s/ Jean Clarke
	 	 	 	 	 
	 

	 	 	 	Name: Jean Clarke
	 

	 	 	 	Title: Assistant Vice President