Exhibit 4.4


 


LA QUINTA CORPORATION

LA QUINTA PROPERTIES, INC.


 


SECOND AMENDMENT

TO CREDIT AGREEMENT


 


This SECOND
AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of
March 5, 2003 and entered into by and among La Quinta Corporation (formerly known
as Meditrust Operating Company), a Delaware corporation (“La Quinta”), La Quinta Properties, Inc.
(formerly known as Meditrust Corporation), a Delaware corporation (“La Quinta Properties,” and together with La
Quinta, the “Borrowers”), the
financial institutions listed on the signature pages hereof (“Lenders”),
Canadian Imperial Bank of Commerce, as administrative agent for Lenders (“Administrative  Agent”), and for purposes of
Section 4 hereof, the Credit Support Parties (as defined in Section 4 hereof) listed
on the signature pages hereof, and is made with reference to that certain
Credit Agreement dated as of June 6, 2001, as amended by the First
Amendment to the Credit Agreement dated as of March 29, 2002
(collectively, the “Credit Agreement”), by and among Borrowers,
Lenders and Administrative Agent. 
Capitalized terms used herein without definition shall have the same
meanings herein as set forth in the Credit Agreement.


 


RECITALS


 


WHEREAS, Borrowers
and Lenders desire to amend the Credit Agreement to (i) amend certain of the
covenants set forth therein and certain related definitions; and (ii) make
certain other amendments as set forth below;


 


NOW, THEREFORE, in
consideration of the premises and the agreements, provisions and covenants
herein contained, the parties hereto agree as follows:


 


Section 1.                                          AMENDMENTS
TO THE CREDIT AGREEMENT


 


1.1                               Amendments to Section 1:  Provisions Relating to Defined Terms


 


A.                                    Subsection 1.1 of
the Credit Agreement is hereby amended by deleting the definition of “Consolidated
EBITDA” and replacing it with the following definition:


 


“‘Consolidated
EBITDA’ means, for any period, without duplication the sum of the
amounts for such period of (i) Consolidated Net Income,
(ii) Consolidated Net Interest Expense, (iii) provisions for taxes
based on income, (iv) total depreciation expense, (v) total amortization
expense (including amortization of restricted stock), (vi) other non-recurring
and non-cash items reducing Consolidated Net Income, (vii) Restructuring
Charges, (viii) deferred financing amounts, (ix) FASB 133 adjustments and (x)
non-cash expense related to stock options, less any non-recurring and
non-cash items increasing Consolidated Net Income, all of the


 


1

















 


foregoing as determined on a consolidated basis for Borrowers and their
Subsidiaries (including without limitation discontinued operations) in
conformity with GAAP and to be calculated on a Pro Forma Basis.”


 


B.                                    Subsection 1.1 of
the Credit Agreement is hereby amended by adding the following definitions in
alphabetical order:


 


“‘Fixed
Income Refinancing’ means the issuance by any Borrower of
Refinancing Indebtedness in an original principal amount of not less than
$150,000,000 in the aggregate, provided that the net proceeds of such
senior notes are (A) either applied to the redemption of Borrowers’ then
outstanding 7.82% Senior Notes due September 2026 and Borrowers’ 7.51% Medium
Term Notes due 2003 or, pending such application, are held available by
Borrowers for such purpose as Cash and/or Cash Equivalents and (B) to the
extent such net proceeds exceed the outstanding aggregate principal amount of
Borrowers’ 7.82% Senior Notes due September 2026 and Borrowers’ 7.51% Medium
Term Notes due 2003, such net proceeds are applied to the repayment, repurchase
or redemption of other Senior Notes in accordance with subsection 7.5B or,
pending such application, are held available by Borrowers for such purpose as
Cash and/or Cash Equivalents.


 


‘Second Amendment
Effective Date’ means the date on which the Second
Amendment to Credit Agreement dated as of March 5, 2003, by and among
Borrowers, Administrative Agent, Collateral Agent and Lenders becomes effective
in accordance with its terms.”


 


1.2                                 Amendments
to Section 2.  Amounts and Terms of
Commitments and Loans


 


A.                                    Subsection 2.1A(ii)
of the Credit Agreement is hereby amended by (a) adding as a third
sentence in the first paragraph of such subsection the following:


 


“In addition,
on the Second Amendment Effective Date, the aggregate amount of the Revolving
Loan Commitments of the Lenders shall be reduced to $175,000,000.”


 


; and (b) by adding at the end
of subclause (ii) in the second paragraph of subsection 2.1A(ii) the following:


 


“provided that for purposes of making the determinations
provided for in this clause (ii), Cash and Cash Equivalents which constitute
proceeds of any Fixed Income Refinancing and which are being held by the
Borrowers pending the application of such proceeds to the repayment, repurchase
or redemption of Senior Notes (including without limitation the Borrowers’
7.51% Medium Term Notes due 2003), in accordance with the definition of Fixed
Income Refinancing shall be excluded from such determinations,”


 


B.                                    Subsection
2.1A(iii) of the Credit Agreement is hereby amended by deleting it in its
entirety and substituting the following therefor:


 


2

















 


 


“(iii)                         Intentionally Omitted.”


 


C.                                    Subsection
2.4B(iii)(b) of the Credit Agreement is hereby amended by deleting it in its entirety
and substituting the following therefor:


 


“(b)                             Prepayments
and Revolving Loan Commitment Reductions Due to Issuance of Debt or Equity
Securities.  On the first Business
Day after the date of receipt by Borrowers or any Subsidiary of Net Securities Proceeds other than proceeds
from the Fixed Income Refinancing, Borrowers shall prepay the Revolving
Loan by an amount equal to such Net Securities Proceeds (without any reduction
of the Revolving Loan Commitments).  On
the First Business Day after the consummation of the Fixed Income Refinancing,
the Revolving Loan Commitment shall be automatically and permanently reduced to
$150,000,000 and in the event that the Fixed Income Refinancing is for an
amount greater than $150,000,000, then the Revolving Loan Commitment shall be
automatically and permanently further reduced by an amount equal to the lesser
of (x) the amount by which the Fixed Income Refinancing exceeds $150,000,000
and (y) $25,000,000 but in no event shall the Revolving Loan Commitment be
reduced pursuant to this sentence to an amount which is less than $125,000,000,
and, in either case, to the extent that the Borrowers’ outstanding Revolving
Loan Exposure exceeds the aggregate Revolving Loan Commitment, as so reduced,
Borrowers shall prepay such Revolving Loans.”


 


D.                                    Subsection
2.4B(iii)(d) of the Credit Agreement is hereby amended by adding at the end of
clause (2) thereof the following:


 


“provided
that for purposes of making the determinations provided for in this clause (2),
Cash and Cash Equivalents which constitute proceeds of any Fixed Income
Refinancing and which are being held by the Borrowers pending the application
of such proceeds to the repayment, repurchase or redemption of Senior Notes
(including without limitation the Borrowers’ 7.51% Medium Term Notes due 2003),
in accordance with the definition of Fixed Income Refinancing shall be excluded
from such determinations,”


 


E.                                      Subsection 2.9B
of the Credit Agreement is hereby amended (a) by deleting the phrase “Borrowers
may, in their sole discretion” from the first sentence thereof and by
substituting the phrase “(1) Prior to the Fixed Income Refinancing, Borrowers
may, in their sole discretion” and (b) by adding at the end of such subsection
the following:


 


“(2)                            Upon,
and subject to the consummation of, the Fixed Income Refinancing, the Borrowers
hereby elect to extend the Revolving Loan Commitment Termination Date to
January 4, 2004.  Such election
shall automatically and unconditionally take effect upon the date of the
consummation of the Fixed Income Refinancing.”


 


F.                                      Subsection
2.9B(i) of the Credit Agreement is hereby amended by deleting it in its
entirety and substituting the following therefor:


 


3

















 


“(i)                               On,
or no earlier than 30 days before, April 30, 2003, Borrowers may elect to
extend the Revolving Loan Commitment Termination Date to December 31, 2003
by providing the Extension Notice to the Administrative Agent; and”


 


G.                                    Subsection 2.9B(ii)
of the Credit Agreement is hereby amended by deleting the date “April 30, 2004”
each place it appears and substituting therefor the date “January 4,
2004”.


 


H.                                    Subsection
2.9B(iii) of the Credit Agreement is hereby amended by deleting it in its
entirety and substituting the following therefor:


 


“(iii)                         The
notice of extension contemplated by Section 2.9B(ii) hereof shall be
accompanied by an Officers’ Certificate certifying that either the refinancing
contemplated by clause (x) of subparagraph (ii) above has occurred or that
Borrowers have the Liquidity required pursuant to clause (y) of subparagraph
(ii) above and, in such event, setting out the calculations establishing such
Liquidity in reasonable detail.”


 


1.3                               Amendments
to Section 7.  Borrowers’ Negative
Covenants


 


A.                                    Subsection 7.1(v)
of the Credit Agreement is hereby amended by deleting it in its entirety and
substituting the following therefor:


 


“(v)                           Borrowers
may remain liable with respect to the Senior Notes and may incur unsubordinated
Indebtedness secured on the same basis as the Indebtedness so refinanced and
Subordinated Indebtedness to refinance all or any of the Senior Notes, provided
that (1) the obligor on such refinancing Indebtedness is the same as the
obligor on the Indebtedness so refinanced and that in the case of the Fixed
Income Refinancing La Quinta Corporation may guarantee such Fixed Income
Refinancing Indebtedness pursuant to a guarantee containing customary terms and
conditions, (2) all of the proceeds thereof (net of reasonable and customary
fees, costs and expenses) shall be applied to the repayment, repurchase or
redemption of such Senior Notes or, in the case of the Fixed Income
Refinancing, shall be held by the Borrowers as Cash and/or Cash Equivalents,
pending application to such repayment, repurchase or redemption of Senior
Notes, (3) the covenants of such refinancing Indebtedness shall be less
restrictive than those in this Agreement, (4) such covenants shall be on
generally prevailing market terms available to the Borrowers for such
refinancing Indebtedness, and (5) the maturity date thereof or any date on
which such refinancing Indebtedness may be required to be repurchased at the
option of the holder thereof shall not be earlier than November 30, 2005
(collectively, the “Refinancing Indebtedness”);”


 


B.                                    Subsection 7.2A(ii) of the Credit Agreement
is hereby amended by deleting it in its entirety and substituting the following
therefor:


 


“(ii)                            Liens
granted pursuant to the Collateral Documents, including without limitation,
Liens which equally and ratably secure (1) to the extent required by the Senior
Note Documents, the aggregate principal amount of the Senior Notes


 


4

















 


outstanding on
the date hereof including, without limitation, the 7.114% Senior Notes, and (2)
the Fixed Income Refinancing;”


 


C.                                    Subsection 7.3(i) of the Credit
Agreement is hereby amended by deleting it in its entirety and substituting the
following therefor:


 


“(i)                               Borrowers
and their Subsidiaries may make and own Investments in Joint Ventures and
Franchise Arrangements in Borrowers’ and their Subsidiaries’ ordinary course of
business; provided (A) Borrowers may continue to own the Investments in
Joint Ventures and Franchise Agreements held by them on December 31, 2002, to
the extent such Investments were permitted under the Credit Agreement as in
effect prior to the Second Amendment Effective Date, and (B) from
January 1, 2003, through the Revolving Loan Commitment Termination Date,
Borrowers may make and own additional Investments in Joint Ventures and Franchise
Arrangements provided that such Investments shall not exceed $10,000,000
in the aggregate, and to the extent that Borrowers have either repaid
Borrowers’ 7.82% Senior Notes due September 2026 and Borrowers’ 7.51% Medium
Term Notes due 2003 or Borrowers have Cash and/or Cash Equivalents in an amount
not less than the then outstanding aggregate amount of Borrowers’ 7.82% Senior
Notes due September 2026 and Borrowers’ 7.51% Medium Term Notes due 2003, such
Investments shall not exceed $20,000,000 in the aggregate, provided that
proceeds of Revolving Loans borrowed under this Agreement (excluding Letters of
Credit and amounts borrowed under this Agreement to reimburse drawings pursuant
to Letters of Credit) shall not be used to fund such Investments in Joint
Ventures and Franchise Arrangements in excess of $10,000,000;”


 


D.                                    Subsection 7.3 of
the Credit Agreement is hereby amended by adding a new clause (xi) after clause
(x) thereof as follows:


 


“(xi)                          Borrowers
and their respective Subsidiaries may make and own Investments in securities
issued by the Meditrust Exercisable Put Option Securities Trust to the extent
owned as of the Second Amendment Effective Date or as permitted by clause
(B)(ii) of subsection 7.5B hereof.”


 


E.                                      Subsection
7.4(iii) of the Credit Agreement is hereby amended by deleting it in its
entirety and substituting the following therefor:


 


“(iii)                         Borrowers
and their Subsidiaries may become and remain liable with respect to Contingent
Obligations in respect of any Indebtedness of Borrowers or any of the
Subsidiaries permitted by subsection 7.1; provided that Subsidiaries of
Borrowers may not become liable in respect of Indebtedness of Borrowers under
subsections 7.1(v) and 7.1(vi); provided  further notwithstanding
the foregoing, La Quinta Corporation may become and remain liable with respect
to Contingent Obligations in respect of any Fixed Income Refinancing;”


 


5

















 


F.                                      Subsection
7.5A(iii) of the Credit Agreement is hereby amended by deleting it in its
entirety and substituting the following therefor:


 


“(iii)                         in
addition to the payments under clauses (i) and (ii) above, Borrowers may
declare and pay cash dividends and make distributions on account of or
repurchase any of their capital stock including without limitation any paired
share repurchases; provided (A) except as permitted pursuant to
clause (B) below, from January 1, 2003, through the Revolving Loan
Commitment Termination Date, the aggregate amount thereof shall not exceed
$5,000,000; (B) to the extent that Borrowers have either repaid Borrowers’
7.82% Senior Notes due September 2026 and Borrowers’ 7.51% Medium Term Notes
due 2003 or Borrowers have Cash and/or Cash Equivalents in an amount not less
than the then outstanding aggregate amount of Borrowers’ 7.82% Senior Notes due
September 2026 and Borrowers’ 7.51% Medium Term Notes due 2003, such aggregate
amount shall not exceed $20,000,000, provided, that proceeds of
Revolving Loans borrowed under this Agreement (excluding Letters of Credit and
amounts borrowed under this Agreement to reimburse drawings pursuant to Letters
of Credit) shall not be used to fund such dividends, distributions or
repurchases in excess of $5,000,000;”


 


G.                                    Subsection 7.5B of
the Credit Agreement is hereby amended by deleting it in its entirety and
substituting the following therefor:


 


“Borrowers
shall not, and shall not permit any of their Subsidiaries to, directly or
indirectly, prepay, redeem, repurchase, retire, defease or make any similar
payment with respect to any Indebtedness (other than Indebtedness under this
Agreement); provided (A) that if no Potential Event of Default or Event
of Default shall have occurred and be continuing or would arise as a result
thereof, Borrowers may prepay, redeem, repurchase, retire, defease or make
similar payments with respect to (i) Borrowers’ 7.82% Senior Notes due
September 2026, to the extent such holders have exercised their right to
require the Borrowers to repurchase such notes; and (ii) Borrowers’ 7.51%
Medium Term Notes due 2003, (B) after the consummation of the Fixed Income
Refinancing, Borrowers may prepay, redeem, repurchase, retire, defease or make
similar payments with respect to (i) Borrowers’ 7.25% Senior Notes due March
2004, (ii) the securities of the Meditrust Exercisable Put Option Securities
Trust which represent beneficial interests in such Trust which holds, as its
sole or principal asset, the Borrowers’ 7.114% Notes due August 2011, which
securities will not be thereafter sold or transferred by Borrowers, (iii)
Borrowers’ 7.40% Notes due September 2005, (iv) Borrowers’ 7.82% Senior Notes
due September 2026 and (v) Borrowers’ 7.51% Medium Term Notes due 2003; provided,
however, the Borrowers may not prepay, redeem, repurchase, retire,
defease or make similar payments under the foregoing subclauses (B)(i), (ii) or
(iii) if (X) any amounts are then outstanding under the Revolving Loan
Commitments (excluding Letters of Credit and amounts borrowed under this
Agreement to reimburse drawings pursuant to Letters of Credit), and (Y) the
Borrowers have not repaid Borrowers’ 7.82% Senior Notes due September 2026 and
Borrowers’ 7.51% Medium Term Notes


 


6

















 


due 2003, or
Borrowers are not maintaining Cash and/or Cash Equivalents in an amount which
is not less than the then outstanding aggregate amount of Borrowers’ 7.82%
Senior Notes due September 2026 and Borrowers’ 7.51% Medium Term Notes due
2003.”


 


H.                                    Subsection 7.6A
of the Credit Agreement is hereby amended by deleting it in its entirety and
substituting the following therefor:


 


“A.                             Maximum
Total Leverage Ratio.  Borrowers
shall not permit the Total Leverage Ratio as of the last day of any Fiscal
Quarter set forth below to exceed the correlative ratio indicated below:


 


	
  Period

  	
   

  	
  Maximum Total Leverage

  Ratio

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  4th Fiscal Quarter, Fiscal Year
  2002

  	
   

  	
  4.60:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  1st Fiscal Quarter, Fiscal Year 2003

  	
   

  	
  4.85:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2nd Fiscal Quarter, Fiscal Year 2003 and
  thereafter

  	
   

  	
  5.00:1.00

  	
   

  



 


I.                                         Subsection 7.6B
of the Credit Agreement is hereby amended by deleting it in its entirety and
substituting the following therefor:


 


“B.                             Intentionally
Omitted.”


 


J.                                      Subsection 7.6C
of the Credit Agreement is hereby amended by deleting it in its entirety and
substituting the following therefor:


 


“C.                             Minimum
Interest Coverage Ratio.  Borrowers
shall not permit the ratio of (i) Consolidated EBITDA to (ii) Consolidated
Net Interest Expense for any four consecutive Fiscal Quarter period ending on
the last day of any Fiscal Quarter to be less than: (a) so long as no Fixed
Income Refinancing has been consummated, 2.50:1.00, (b) if a Fixed Income
Refinancing in a principal amount of at least $150,000,000 but less than
$200,000,000 has been consummated, 2.30:1.00, (c) if a Fixed Income Refinancing
in a principal amount of at least $200,000,000 but less than $250,000,000 has
been consummated, 2.20:1.00 and (d) if a Fixed Income Refinancing in a
principal amount of at least $250,000,000 has been consummated, 2.10:1.00.”


 


K.                                    Subsection 7.6D
of the Credit Agreement is hereby amended by deleting it in its entirety and
substituting the following therefor:


 


“D.                             Minimum
Fixed Charge Coverage Ratio. 
Borrowers shall not permit the ratio of (i) Consolidated EBITDA minus
the Capital Expenditure Reserve to (ii)  Fixed Charges for any four
consecutive Fiscal Quarter period ending on the


 


7

















 


last day of any Fiscal Quarter to be less than (a) so long as no Fixed
Income Refinancing has been consummated, 1.55:1.00, (b) if a Fixed Income
Refinancing in a principal amount of at least $150,000,000 but less than
$200,000,000 has been consummated, 1.45:1.00, (c) if a Fixed Income Refinancing
in a principal amount of at least $200,000,000 but less than $250,000,000 has
been consummated, 1.40:1.00 and (d) if a Fixed Income Refinancing in a
principal amount of at least $250,000,000 has been consummated, 1.35:1.00.”


 


L.                                     Subsection 7.8A
of the Credit Agreement is hereby amended by deleting it in its entirety and
substituting the following therefor:


 


“A.                              Borrowers shall not, and
shall not permit their Subsidiaries to, make or incur Capital Expenditures from
January 1, 2003 through to the Revolving Loan Commitment Termination Date in
excess of $80,000,000 (the “Annual CapEx Amount”); provided (A),
to the extent that Borrowers have either repaid Borrowers’ 7.82% Senior Notes
due September 2026 and Borrowers’ 7.51% Medium Term Notes due 2003 or Borrowers
have Cash and/or Cash Equivalents in an amount not less than the then
outstanding aggregate amount of Borrowers’ 7.82% Senior Notes due September
2026 and Borrowers’ 7.51% Medium Term Notes due 2003, the Annual CapEx Amount
shall be increased to $95,000,000 so long as no proceeds of Revolving Loans
borrowed under this Agreement (excluding Letters of Credit and amounts borrowed
under this Agreement to reimburse drawings pursuant to Letters of Credit) are
used to fund such Capital Expenditures in excess of $80,000,000 and (B) that
Permitted Reinvestment Capital Expenditures and Investments shall not be
included in Capital Expenditures for purposes of determining the Annual CapEx
Amount.”


 


1.4                               Amendments
to Pledge Agreement Schedules


 


A.                                    Borrowers, Credit
Support Parties, Collateral Agent and Lenders hereby agree that upon
consummation of the Fixed Income Refinancing, Borrowers shall deliver a new
Schedule B to the Pledge Agreement which new Schedule B shall supplement
Schedule B as delivered on the Closing Date by adding a description of the
Indebtedness issued in the Fixed Income Refinancing (the “New Senior Notes”) and the indenture
pursuant to which such Indebtedness has been issued (the “New Senior Indenture”).  Upon delivery of such supplemented Schedule
B, Collateral Agent is hereby authorized to attach such supplemented Schedule B
to the Pledge Agreement and the New Senior Notes shall constitute “Senior
Notes” and “Note Obligations” under the Pledge Agreement and the New Senior
Indenture shall constitute a “Senior Indenture” under the Pledge Agreement for
all purposes of the Pledge Agreement to the same extent as if originally
described on Schedule B to the Pledge Agreement on the Closing Date.  Upon request of the Borrowers, Collateral
Agent will enter into such additional documents or agreements as may be
necessary to implement providing such New Senior Notes with equal and ratable
security in the Collateral, the form and substance of such additional documents
or agreements to be reasonably satisfactory to Collateral Agent.  The costs and expenses related to such
additional documents or agreements shall be borne by the Borrowers.


 


8

















 


1.5                               Compliance
Certificate


 


A.                                    Upon the occurrence
of the Second Amendment Effective Date, Borrowers and Administrative Agent
agree to amend Exhibit VI (Form of Compliance Certificate) to the extent
necessary to reflect the covenant amendments effected by this Amendment.


 


Section 2.                                          CONDITIONS
TO EFFECTIVENESS


 


Section 1
of this Amendment shall become effective only upon the satisfaction of all of
the following conditions precedent (the date of satisfaction of such conditions
being referred to herein as the “Second
Amendment
Effective Date”):


 


A.                                    On or before the
Second Amendment Effective Date, Borrowers shall deliver to Lenders (or to
Administrative Agent for Lenders) the following, each, unless otherwise noted,
dated the Second Amendment Effective Date:


 


1.                                       Signature
and incumbency certificates of each Loan Parties’ officers executing this
Amendment; and


2.                                       Copies
of this Amendment executed by Borrowers and the Credit Support Parties.


 


B.                                    Requisite Lenders
shall have executed this Amendment.


 


C.                                    The Borrowers shall
have paid to each Lender that executes and returns this Amendment to the
Administrative Agent prior to 5:00 p.m. Eastern Time on March 7, 2003, a
fee equal to 0.125% of such Lender’s Revolving Loan Commitment after giving
effect to the Revolving Loan Commitment reduction effected hereby.


 


D.                                    On
or before the Second Amendment Effective Date, all corporate and other
proceedings taken or to be taken in connection with the transactions
contemplated hereby and all documents incidental thereto not previously found
acceptable by Administrative Agent, acting on behalf of Lenders, and its
counsel shall be satisfactory in form and substance to Administrative Agent and
such counsel, and Administrative Agent and such counsel shall have received all
such counterpart originals or certified copies of such documents as
Administrative Agent may reasonably request.


 


Section 3.                                          BORROWERS’
REPRESENTATIONS AND WARRANTIES


 


In order to
induce Lenders to enter into this Amendment and to amend the Credit Agreement
in the manner provided herein, each Borrower represents and warrants to each
Lender that the following statements are true, correct and complete:


 


A.                                    Corporate
Power and Authority.  Each Loan
Party has all requisite corporate power and authority to enter into this
Amendment and to carry out the transactions contemplated by, and perform its
obligations under, the Credit Agreement as amended by this Amendment (the “Amended
Agreement”).


 


9

















 


B.                                    Authorization
of Agreements.  The execution and
delivery of this Amendment and the performance of the Amended Agreement have
been duly authorized by all necessary corporate action on the part of each Loan
Party.


 


C.                                    No
Conflict.  The execution and
delivery by each Loan Party of this Amendment and the performance by each Loan
Party of the Amended Agreement do not and will not (i) violate any provision of
any law or any governmental rule or regulation applicable to any Loan Party,
the Certificate or Articles of Incorporation or Bylaws of any Loan Party or any
order, judgment or decree of any court or other agency of government binding on
any Loan Party, (ii) conflict with, result in a breach of or constitute (with
due notice or lapse of time or both) a default under any Contractual Obligation
of any Loan Party, (iii) result in or require the creation or imposition
of any Lien upon any of the properties or assets of any Loan Party (other than
Liens created under any of the Loan Documents in favor of Administrative Agent
on behalf of Lenders and the Senior Notes), or (iv) require any approval
of stockholders or any approval or consent of any Person under any Contractual
Obligation of any Loan Party.


 


D.                                    Governmental
Consents.  The execution and
delivery by each Loan Party of this Amendment and the performance by each Loan
Party of the Amended Agreement do not and will not require any registration
with, consent or approval of, or notice to, or other action to, with or by, any
federal, state or other governmental authority or regulatory body.


 


E.                                      Binding
Obligation.  This Amendment and the
Amended Agreement have been duly executed and delivered by each Loan Party and
are the legally valid and binding obligations of each Loan Party, enforceable
against each Loan Party in accordance with their respective terms, except as
may be limited by bankruptcy, insolvency, reorganization, moratorium or similar
laws relating to or limiting creditors’ rights generally or by equitable
principles relating to enforceability.


 


F.                                      Incorporation
of Representations and Warranties From Credit Agreement.  The representations and warranties contained
in Section 5 of the Credit Agreement are and will be true, correct and
complete in all material respects on and as of the Second Amendment Effective
Date to the same extent as though made on and as of that date, except to the
extent such representations and warranties specifically relate to an earlier
date, in which case they were true, correct and complete in all material
respects on and as of such earlier date.


 


G.                                    Absence
of Default.  No event has occurred
and is continuing or will result from the consummation of the transactions
contemplated by this Amendment that would constitute an Event of Default or a
Potential Event of Default.


 


Section 4.                                          ACKNOWLEDGEMENT
AND CONSENT


 


Each Borrower
is a party to the Pledge Agreement and certain of the Collateral Documents, as
amended through the Second Amendment Effective Date, pursuant to which each
Borrower has created Liens in favor of Administrative Agent on certain
Collateral to secure the Obligations. 
The stock of each Subsidiary Guarantor is pledged under the Pledge
Agreement, each Subsidiary Guarantor is a party to the Subsidiary Guaranty and
certain of the Collateral Documents, in each case as amended through the Second
Amendment Effective Date, pursuant


 


10

















 


to which each Subsidiary
Guarantor has (i) guarantied the Obligations and (ii)  created Liens
in favor of Administrative Agent on certain Collateral and pledged certain
Collateral to Administrative Agent to secure the obligations of such Subsidiary
Guarantor  under the Subsidiary
Guaranty.  Each Borrower and Subsidiary
Guarantor are collectively referred to herein as the “Credit Support Parties”, and
the Pledge Agreement and the Subsidiary Guaranty are collectively referred to
herein as the “Credit Support Documents”.


 


Each Credit
Support Party hereby acknowledges that it has reviewed the terms and provisions
of the Credit Agreement and this Amendment and consents to the amendment of the
Credit Agreement and Pledge Agreement effected pursuant to this Amendment.  Each Credit Support Party hereby confirms
that each Credit Support Document to which it is a party or otherwise bound and
all Collateral encumbered thereby will continue to guaranty or secure, as the
case may be, to the fullest extent possible the payment and performance of all
“Obligations” and “Secured Obligations,” as the case may be (in each case as
such terms are defined in the applicable Credit Support Document), including
without limitation the payment and performance of all such “Obligations” and
“Secured Obligations,” as the case may be, in respect of the Obligations of
each Borrower now or hereafter existing under or in respect of the Amended
Agreement and the Notes defined therein.


 


Each Credit
Support Party acknowledges and agrees that any of the Credit Support Documents
to which it is a party or otherwise bound shall continue in full force and
effect and that all of its obligations thereunder shall be valid and
enforceable and shall not be impaired or limited by the execution or
effectiveness of this Amendment.  Each Credit
Support Party represents and warrants that all representations and warranties
contained in the Amended Agreement and the Credit Support Documents to which it
is a party or otherwise bound are true, correct and complete in all material
respects on and as of the Second Amendment Effective Date to the same extent as
though made on and as of that date, except to the extent such representations
and warranties specifically relate to an earlier date, in which case they were
true, correct and complete in all material respects on and as of such earlier
date.


 


Each Credit
Support Party (other than the Borrowers) acknowledges and agrees that
(i) notwithstanding the conditions to effectiveness set forth in this
Amendment, such Credit Support Party is not required by the terms of the Credit
Agreement or any other Loan Document to consent to the amendments to the Credit
Agreement and Pledge Agreement effected pursuant to this Amendment and
(ii) nothing in the Credit Agreement, this Amendment or any other Loan
Document shall be deemed to require the consent of such Credit Support Party to
any future amendments to the Credit Agreement.


 


Section 5.                                          MISCELLANEOUS


 


A.                                    Reference
to and Effect on the Credit Agreement and the Other Loan Documents.


 


(i)                                       On
and after the Second Amendment Effective Date, each reference in the Credit
Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like
import referring to the Credit Agreement, and each reference in the other Loan
Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like import


 


11

















 


 


referring to the Credit Agreement shall mean and be a reference to the
Amended Agreement.


 


(ii)                                    Except
as specifically amended by this Amendment, the Credit Agreement and the other
Loan Documents shall remain in full force and effect and are hereby ratified
and confirmed.


 


(iii)                                 The
execution, delivery and performance of this Amendment shall not, except as
expressly provided herein, constitute a waiver of any provision of, or operate
as a waiver of any right, power or remedy of Administrative Agent or any Lender
under, the Credit Agreement or any of the other Loan Documents.


 


B.                                    Fees
and Expenses.  Each Borrower
acknowledges that all costs, fees and expenses as described in
subsection 10.2 of the Credit Agreement incurred by Administrative Agent
and its counsel with respect to this Amendment and the documents and
transactions contemplated hereby shall be for the account of the Borrowers.


 


C.                                    Headings.  Section and subsection headings in
this Amendment are included herein for convenience of reference only and shall
not constitute a part of this Amendment for any other purpose or be given any
substantive effect.


 


D.                                    Applicable
Law.  THIS AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF
NEW YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS
PRINCIPLES.


 


E.                                      Counterparts.  This Amendment may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed and delivered shall be deemed an original, but all
such counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and
attached to a single counterpart so that all signature pages are physically
attached to the same document.


 


[Remainder of page intentionally left blank]


 


12

















 


IN WITNESS WHEREOF,
the parties hereto have caused this Amendment to be duly executed and delivered
by their respective officers thereunto duly authorized as of the date first written
above.


 


	
   

  	
  BORROWERS:

  	
   

  
	
   

  	
   

  
	
   

  	
  LA QUINTA CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David L.
  Rea

  	
   

  
	
   

  	
   

  	
  David L. Rea

  
	
   

  	
  Title:

  	
  Executive
  Vice President and Chief

  
	
   

  	
   

  	
  Financial
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  LA QUINTA PROPERTIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David L.
  Rea

  	
   

  
	
   

  	
   

  	
  David L. Rea

  
	
   

  	
  Title:

  	
  Executive
  Vice President and Chief

  
	
   

  	
   

  	
  Financial
  Officer

  
					



 


S-1

















 


	
   

  	
  CREDIT SUPPORT PARTIES:

  
	
   

  	
   

  
	
   

  	
  MEDITRUST HEALTHCARE

  CORPORATION

  
	
   

  	
   

  
	
   

  	
  MEDITRUST MORTGAGE

  INVESTMENTS, INC.

  
	
   

  	
   

  
	
   

  	
  MEDITRUST FINANCIAL SERVICES

  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David L.
  Rea

  	
   

  
	
   

  	
   

  
	
   

  	
  On behalf of
  each of the entities immediately preceding this signature block (for the
  purposes of Section 4 only), as a Credit Support Party

  
	
   

  	
   

  
	
   

  	
  Name:

  	
  David L. Rea

  
	
   

  	
  Title:

  	
  Vice
  President and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MEDITRUST TRS, INC.

  
	
   

  	
   

  
	
   

  	
  LA QUINTA TRS, INC.

  
	
   

  	
   

  
	
   

  	
  LA QUINTA TRS II, INC.

  
	
   

  	
   

  
	
   

  	
  LA QUINTA TRS III, INC.

  
	
   

  	
   

  
	
   

  	
  LA QUINTA TRS IV, INC.

  
	
   

  
	
   

  	
  By:

  	
  /s/ Francis
  W. Cash

  	
   

  
	
   

  	
   

  
	
   

  	
  On behalf of
  each of the entities immediately preceding this signature block (for the
  purposes of Section 4 only), as a Credit Support Party

  
	
   

  	
   

  
	
   

  	
  Name:

  	
  Francis W.
  Cash

  
	
   

  	
  Title:

  	
  President

  
					



 


S-2

















 


	
   

  	
  LA QUINTA REALTY CORP.

  
	
   

  	
   

  
	
   

  	
  LQI ACQUISITION CORPORATION

  
	
   

  	
   

  
	
   

  	
  LA QUINTA INVESTMENTS, INC.

  
	
   

  	
   

  
	
   

  	
  LA QUINTA LEASING COMPANY

  
	
   

  	
   

  
	
   

  	
  MOC HOLDING COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David L.
  Rea

  	
   

  
	
   

  	
   

  
	
   

  	
  On behalf of
  each of the entities immediately preceding this signature block (for the
  purposes of Section 4 only), as a Credit Support Party

  
	
   

  	
   

  
	
   

  	
  Name:

  	
  David L. Rea

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LA QUINTA INNS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David L.
  Rea

  	
   

  
	
   

  	
   

  
	
   

  	
  On behalf of
  the entity immediately preceding this signature block (for the purposes of
  Section 4 only), as a Credit Support Party

  
	
   

  	
   

  
	
   

  	
  Name:

  	
  David L. Rea

  
	
   

  	
  Title:

  	
  Executive
  Vice President and Chief Financial Officer

  
					



 


S-3

















 


	
   

  	
  LA QUINTA FRANCHISE, LLC

  
	
   

  	
   

  
	
   

  	
  LA QUINTA WORLDWIDE, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David L.
  Rea

  	
   

  
	
   

  	
   

  
	
   

  	
  On behalf of
  each of the entities immediately preceding this signature block (for the
  purposes of Section 4 only), as a Credit Support Party

  
	
   

  	
   

  
	
   

  	
  Name:

  	
  David L. Rea

  
	
   

  	
  Title:

  	
  Manager,
  President and Treasurer

  
	
   

  	
   

  
	
   

  	
  LA QUINTA TEXAS PROPERTIES,

  
	
   

  	
  L.P. (for the purposes of Section 4 only),
  as a Credit Support Party

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  LA QUINTA REALTY CORP., as General Partner

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ David L.
  Rea

  	
   

  
	
   

  	
   

  	
  Name:  David L. Rea

  
	
   

  	
   

  	
  Title:  Vice President

  
	
   

  	
   

  
	
   

  	
  LQ INVESTMENTS I

  
	
   

  	
   

  
	
   

  	
  LQ INVESTMENTS II

  
	
   

  	
   

  
	
   

  	
  LQ – EAST IRVINE JOINT VENTURE

  
	
   

  	
   

  
	
   

  	
  On behalf of
  each of the entities immediately preceding this signature block (for the
  purposes of Section 4 only), as a Credit Support Party

  
	
   

  	
   

  
	
   

  	
  By:

  	
  LA QUINTA PROPERTIES,

  
	
   

  	
   

  	
  INC., as General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ David L.
  Rea

  	
   

  
	
   

  	
   

  	
  Name:

  	
  David L. Rea

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President and Chief Financial Officer

  
								



 


S-4

















 


	
   

  	
  LQC LEASING, LLC

  
	
   

  	
   

  
	
   

  	
  LA QUINTA LODGING INVESTMENTS, LLC

  
	
   

  	
   

  
	
   

  	
  On behalf of
  each of the entities immediately preceding this signature block (for the
  purposes of Section 4 only), as a Credit Support Party

  
	
   

  	
   

  
	
   

  	
  By:

  	
  LA QUINTA PROPERTIES, INC., as Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ David L.
  Rea

  	
   

  
	
   

  	
   

  	
  Name:

  	
  David L. Rea

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
  LQ – LNL, L.P.

  
	
   

  	
   

  
	
   

  	
  LQ BATON ROUGE JOINT VENTURE

  
	
   

  	
   

  
	
   

  	
  LA QUINTA DENVER – PEORIA STREET LTD.

  
	
   

  	
   

  
	
   

  	
  LA QUINTA DEVELOPMENT PARTNERS, L.P.

  
	
   

  	
   

  
	
   

  	
  On behalf of
  each of the entities immediately preceding this signature block (for the
  purposes of Section 4 only), as a Credit Support Party

  
	
   

  	
   

  
	
   

  	
  By:

  	
  LA QUINTA PROPERTIES, INC., as General Partner

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ David L.
  Rea

  	
   

  
	
   

  	
   

  	
  Name:

  	
  David L. Rea

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President and Chief Financial Officer

  



 


S-5

















 


	
   

  	
  MT LIMITED I LLC

  
	
   

  	
   

  
	
   

  	
  MEDITRUST ACQUISITION COMPANY LLC

  
	
   

  	
   

  
	
   

  	
  MEDITRUST ACQUISITION COMPANY II LLC

  
	
   

  	
   

  
	
   

  	
  MT GENERAL LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David L.
  Rea

  	
   

  
	
   

  	
   

  
	
   

  	
  On behalf of
  each of the entities immediately preceding this signature block (for the
  purposes of Section 4 only), as a Credit Support Party

  
	
   

  	
   

  
	
   

  	
  Name: David
  L. Rea

  
	
   

  	
  Title:   Vice
  President & Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LQM OPERATING PARTNERS, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  LA QUINTA REALTY CORP., its General Partner

  
	
   

  	
   

  
	
   

  	
  On behalf of
  each of the entities immediately preceding this signature block (for the
  purposes of Section 4 only), as a Credit Support Party

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ David L.
  Rea

  	
   

  
	
   

  	
   

  	
  Name:  David L. Rea

  
	
   

  	
   

  	
  Title:    Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TELEMATRIX, INC. (for the purposes of
  Section 4 only), as a Credit Support Party

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David L.
  Rea

  	
   

  
	
   

  	
  Name:  David
  L. Rea

  
	
   

  	
  Title:  Assistant
  Treasurer

  
						



 


S-6

















 


	
   

  	
  T AND F PROPERTIES, LP (for the purposes of
  Section 4 only), as a Credit Support Party

  
	
   

  	
   

  
	
   

  	
  By:

  	
  MT GENERAL LLC, as General Partner

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  MEDITRUST HEALTHCARE CORPORATION, its
  Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ David L.
  Rea

  	
   

  
	
   

  	
   

  	
  Name: David
  L. Rea

  
	
   

  	
   

  	
  Title:  Vice
  President and Treasurer

  
	
   

  	
   

  
	
   

  	
  MEDITRUST MANAGEMENT COMPANY (for the
  purposes of Section 4 only), as a Credit Support Party

  
	
   

  	
   

  
	
   

  	
  By:

  	
  MEDITRUST HEALTHCARE CORPORATION, its
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ David L.
  Rea

  	
   

  
	
   

  	
   

  	
  Name:

  	
  David L. Rea

  
	
   

  	
   

  	
  Title:

  	
  Vice President
  and Treasurer

  
	
   

  	
   

  
	
   

  	
  LQ – WB, LLC (for the purposes of Section 4
  only), as a Credit Support Party

  
	
   

  	
   

  
	
   

  	
  By:

  	
  LA QUINTA LEASING COMPANY, a Manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David L.
  Rea

  	
   

  
	
   

  	
  Name:

  	
  David L. Rea

  
	
   

  	
  Title:

  	
  Vice
  President

  
												



 


S-7

















 


	
   

  	
  TELEMATRIX EQUIPMENT LLC (for the purposes
  of Section 4 only), as a Credit Support Party

  
	
   

  	
   

  
	
   

  	
  By:

  	
  LA QUINTA LEASING COMPANY, a Manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David L.
  Rea

  	
   

  
	
   

  	
  Name: David
  L. Rea

  
	
   

  	
  Title:  Vice
  President

  



 


S-8

















 


	
   

  	
  ADMINISTRATIVE AGENT AND COLLATERAL AGENT:

  
	
   

  	
   

  
	
   

  	
  CANADIAN IMPERIAL
  BANK OF COMMERCE, as Administrative Agent and
  Collateral Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dean J. Decker

  	
   

  
	
   

  	
   

  
	
   

  	
  Dean J. Decker

  
	
   

  	
  Managing Director

  
	
   

  	
  CIBC World Markets Corp., AS AGENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Notice Address:

  
	
   

  	
   

  
	
   

  	
  CANADIAN IMPERIAL BANK OF COMMERCE

  
	
   

  	
  425
  Lexington Avenue

  
	
   

  	
  New York,
  New York 10017

  
	
   

  	
  Attn.:  Agency Services Dept.

  
	
   

  	
  Facsimile
  No.: (212) 856-3799

  
	
   

  	
   

  
	
   

  	
  With a Copy
  to:

  
	
   

  	
   

  
	
   

  	
  CIBC WORLD MARKETS CORP.

  
	
   

  	
  10880 Wilshire Boulevard, Suite 1700

  
	
   

  	
  Los Angeles,
  California  90024

  



 


S-9

















 


	
   

  	
  LENDERS:

  
	
   

  	
   

  
	
   

  	
  CIBC, INC., as
  a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dean J. Decker

  	
   

  
	
   

  	
  Dean J. Decker

  
	
   

  	
  Managing Director

  
	
   

  	
  CIBC World Markets Corp., AS AGENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Notice Address:

  
	
   

  	
   

  
	
   

  	
  CIBC, INC.

  
	
   

  	
  425
  Lexington Avenue

  
	
   

  	
  New York,
  New York  10017

  
	
   

  	
  Attn.:
  Agency Services Dept.

  
	
   

  	
  Facsimile
  No.: (212) 856-3799

  
	
   

  	
   

  
	
   

  	
  With a Copy
  to:

  
	
   

  	
   

  
	
   

  	
  CIBC WORLD MARKETS CORP.

  
	
   

  	
  10880 Wilshire Boulevard, Suite 1700

  
	
   

  	
  Los Angeles,
  California  90024

  



 


S-10

















 


	
   

  	
  FLEET NATIONAL BANK,
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mathew S. Latham

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:  Mathew S. Latham

  
	
   

  	
  Title:  Vice President

  
	
   

  	
   

  
	
   

  	
  Notice Address:

  
	
   

  	
   

  
	
   

  	
  Fleet National Bank

  
	
   

  	
  Mark R. Luster

  
	
   

  	
  Vice President

  
	
   

  	
  777 Main Street

  
	
   

  	
  Hartford, CN 06115

  
	
   

  	
  Mail Stop: CTEH40224E

  



 


S-11

















 


	
   

  	
  Credit Lyonnais

  New York Branch, as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruno
  DeFloor

  	
   

  
	
   

  	
  Name:

  	
  Bruno
  DeFloor

  	
   

  
	
   

  	
  Title:

  	
  Vice
  President

  	
   

  



 


S-12

















 


	
   

  	
  JPMorgan Chase Bank,
as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John F.
  Mix

  	
   

  
	
   

  	
  Name:

  	
  John F. Mix

  	
   

  
	
   

  	
  Title:

  	
  Vice-President

  	
   

  



 


S-13


 

















 


	
   

  	
  Lehman Commercial Paper Inc.,
as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Francis
  Chang

  	
   

  
	
   

  	
  Name:

  	
  Francis
  Chang

  	
   

  
	
   

  	
  Title:

  	
  Authorized
  Signatory

  	
   

  



 


S-14