exv4w4



 








 Exhibit 4.4




          SUPPLEMENTAL INDENTURE, dated as of January 9, 2006 (this “Supplemental Indenture”), to
the Indenture dated as of September 15, 1995 (the “Indenture”), between La Quinta Properties, Inc.,
a Delaware corporation (as successor to La Quinta Inns, Inc.) (the “Company”) and The Bank of New
York Trust Company, N.A. (as successor to U.S. Trust Company of Texas, N.A.), 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 has issued pursuant to the Indenture its 7.27% Notes due 2007 and 7.33% Notes due 2008
(together, the “Notes”);




          WHEREAS, Section 9.2 of the Indenture provides that the Company and the Trustee may, with a
majority in principal amount of the outstanding Securities of all series issued under the Indenture
affected by such supplemental indenture (all such series voting as one class), enter into a
supplemental indenture for the purpose of amending certain provisions of the Indenture;




          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 “Offers”), from
each Holder of such Notes;




          WHEREAS, each of the Offers is conditioned upon, among other things, certain amendments to the
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 Offers upon consummation of the Mergers (the
“Acceptance”);




          WHEREAS, all of the Notes will be affected by this Supplemental Indenture and accordingly the
consents from holders of a majority in principal amount of all of the outstanding Notes voting as
one class is required for the adoption of the Amendments;




          WHEREAS, the Company has received and delivered to the Trustee the consents from Holders of a
majority of all 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










 



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          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 4.3,
4.4 and 4.6, and inserting in lieu thereof the phrase “[intentionally omitted]”.




ARTICLE THREE




SECTION 3.01. Elimination of Certain Definitions in Article 1.




          Sections 1.1 and 1.2 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 4.3 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 4.4 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 4.6 of the Indenture is amended by deleting the text of such Section in its
entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.










 



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SECTION 3.03. Amendment of Certain Provisions in Article Five.




          (a) Section 5.1 of the Indenture is amended by adding “or limited liability company” after
“corporation” and before “organized” in clause (i); and deleting the text of clause (ii) in its
entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.




SECTION 3.04. Amendment of Certain Provisions in Article 6.




          Section 6.1 of the Indenture is amended by:




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




          (b) deleting from clause (e) and (f) whereever it appears the phrase “ or any Restricted
Subsidiary”.




SECTION 3.05. Amendment of Certain Provisions in Article 8.




          Section 8.2 of the Indenture is amended by deleting the text of clauses (ii) through (iv) in
its entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.




          Section 8.3 of the Indenture is amended by deleting the text of clauses (ii) through (iv) 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 Offers 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.










 



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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 Indenture. This
Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the
State of New York.




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.










 



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          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
	 
	 	 	 	 
	 	 	THE BANK OF NEW YORK TRUST
	 	 	COMPANY, N.A., as Trustee
	 
	 	 	 	 
	 

	 	By
	 	     /s/ Patrick T. Giordano
	 	 	 	 	 
	 

	 	 	 	Name: Patrick T. Giordano
	 

	 	 	 	Title: Vice President