Exhibit
4.3


 


(Face of Note)


 


8 7/8%
SENIOR NOTES DUE 2011


CUSIP  50419Q AC 6


 


	
   

  	
  No.  R-1

  	
   

  	
  $322,775,000

  



 


LA
QUINTA PROPERTIES, INC.


 


promises to pay to CEDE & CO., INC. or its registered assigns, the
principal sum of THREE HUNDRED TWENTY-TWO MILLION SEVEN HUNDRED SEVENTY-FIVE
THOUSAND Dollars ($322,775,000) on March 15, 2011.


 


Interest Payment Dates:  March
15 and September 15, commencing September 15, 2003.


 


Record Dates:  March 1 and September 1.


 

















 


IN WITNESS WHEREOF, the Company has caused this Note
to be signed by its duly authorized officer.


 


	
   

  	
  LA QUINTA PROPERTIES, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David L. Rea

  	
   

  
	
   

  	
   

  	
  Name:

  	
  David L. Rea

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and

  Chief Financial Officer

  
					



 


	
  This is one of the Global

  Notes referred to in the

  within-mentioned Indenture:

  



 


	
  U.S. BANK TRUST NATIONAL ASSOCIATION

  
	
  as Trustee

  



 


	
  By:

  	
       /s/ Cheryl L. Clarke

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated:  March
  19, 2003

  	
   

  	
   

  
					



 

















 


(Back of Note)


 


8 7/8% SENIOR NOTES DUE
2011


 


THE NOTES EVIDENCED
HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), OR OTHER SECURITIES LAWS.  NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE
REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS THE TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT.  THE HOLDER OF THIS SECURITY BY ITS
ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED
INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR
(B) IT IS NOT A U.S. PERSON AND IS ACQUIRING ITS NOTE IN AN “OFFSHORE
TRANSACTION” PURSUANT TO RULE 904 OF REGULATION S UNDER THE
SECURITIES ACT, (2) AGREES THAT IT WILL NOT PRIOR TO (X) THE DATE
WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY
RULE 144(k) UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION
THEREUNDER) AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF (OR OF ANY
PREDECESSOR OF THIS NOTE) OR THE LAST DAY ON WHICH THE COMPANY OR ANY AFFILIATE
OF THE COMPANY WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE) AND
(Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW (THE
“RESALE RESTRICTION TERMINATION DATE”), OFFER, SELL OR OTHERWISE TRANSFER THIS NOTE
EXCEPT (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO
LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A
PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED
IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN
THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A INSIDE THE UNITED
STATES, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT
OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER
THE SECURITIES ACT OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT
WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT THE COMPANY, THE
TRUSTEE AND THE REGISTRAR SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR
TRANSFER (I) PURSUANT TO CLAUSE (D) OR (E) TO REQUIRE THE DELIVERY OF AN
OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH
OF THEM, AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A
CERTIFICATION OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS NOTE
IS COMPLETED AND DELIVERED BY THIS TRANSFEROR TO THE TRUSTEE.  THIS LEGEND WILL BE REMOVED UPON THE REQUEST
OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.  AS USED HEREIN, THE TERMS “OFFSHORE
TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM
BY REGULATION S UNDER THE SECURITIES ACT.


 


THIS GLOBAL NOTE IS HELD
BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS
NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT
TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE
MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF
THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN
PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY
BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE
INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR
DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.


 


UNLESS AND UNTIL IT IS
EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT
BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO 


 

















 


THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW
YORK) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE
& CO. OR IN SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
MAY BE  REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


Capitalized terms used
herein shall have the meanings assigned to them in the Indenture referred to
below unless otherwise indicated.


 


1.                                       Interest.  La
Quinta Properties, Inc., a Delaware corporation (the “Company”), promises to pay
interest (as defined in the Indenture) on the principal amount of this Note at
8 7/8% per annum until maturity and shall pay Additional Interest, if any, as
provided in the Registration Rights Agreement relating to these Notes.  The Company shall pay interest semi-annually
in arrears in cash on March 15 and September 15 of each year, or if any such
day is not a Business Day, on the next succeeding Business Day (each an “Interest
Payment Date”).  Interest on
the Notes shall accrue from the most recent date to which interest has been
paid or, if no interest has been paid, from March 19, 2003; provided,
however, that if there is no existing Default in the payment of
interest, and if this Note is authenticated between a record date referred to
on the face hereof and the next succeeding Interest Payment Date, interest
shall accrue from such next succeeding Interest Payment Date; provided,
further,
that the first Interest Payment Date shall be September 15, 2003.  The Company shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
principal and premium, if any, from time to time at a rate that is 1% per annum
in excess of the interest rate then in effect under the Indenture and this
Note; it shall pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue installments of interest (without regard
to any applicable grace periods), from time to time at the same rate to the
extent lawful.  Interest shall be computed on the basis of a 360-day
year of twelve 30-day months.


 


2.                                       Method of Payment. 
The Company shall pay interest on the Notes (except defaulted interest) to the
Persons in whose name this Note (or one or more Predecessor Notes) is
registered at the close of business on March 1 or September 1 preceding the
Interest Payment Date, even if such Notes are cancelled after such record date
and on or before such Interest Payment Date, except as provided in Section 2.12
of the Indenture with respect to defaulted interest.  The Notes shall be
payable as to principal, premium, if any, and interest at the office or agency
of the Company maintained for such purpose, or, at the option of the Company,
payment of interest may be made by check mailed to the Holders at their
addresses set forth in the Security Register; provided, however,
that payment by wire transfer of immediately available funds shall be required
with respect to principal of and interest and premium, if any, on, all Global
Notes and all other Notes the Holders of which shall have provided wire
transfer instructions to the Company or the Paying Agent.  Such payment shall be in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.


 


3.                                       Paying Agent and Registrar.  Initially, U.S. Bank Trust National
Association, the Trustee under the Indenture, shall act as Paying Agent and
Registrar.  The Company may change any Paying Agent or Registrar without
notice to any Holder.  The Company,
Parent Guarantor or any of their Subsidiaries may act in any such capacity.


 


4.                                       Indenture.  The Company issued the Notes under an
Indenture, dated as of March 19, 2003 (“Indenture”), among the Company, Parent
Guarantor and the Trustee.  The terms of
the Notes include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.
Code Sections  77aaa-77bbbb). 
The Notes are subject to all such terms, and Holders are referred to the
Indenture and such Act for a statement of such terms.  To the extent any provision of this Note conflicts with the
express provisions of the Indenture, the provisions of the Indenture shall govern
and be controlling.


 

















 


5.                                       Optional Redemption.


 


(a)                                  At
any time prior to March 15, 2007, the Company may redeem all or any portion of
the Notes, at once or over time, after giving the required notice under the
Indenture at a redemption price equal to the greater of (i) 100% of the
principal amount of the Notes to be redeemed, and (ii) the sum of the
present values of (1) the redemption price of the Notes at March 15, 2007
(as set forth below) and (2) the remaining scheduled payments of interest
from the redemption date through March 15, 2007, but excluding accrued and
unpaid interest through the redemption date, discounted to the redemption date
(assuming a 360-day year consisting of twelve 30-day months), at the
Treasury Rate plus 50 basis points, plus, in either case, accrued and unpaid interest,
if any, to the redemption date (subject to the right of Holders of record on
the relevant record date to receive interest due on the relevant Interest
Payment Date).


 


(b)                                 In
addition, before March 15, 2006, subject to the provisions contained in the
Credit Agreement prohibiting the purchase of Notes by the Company, unless and
until any Indebtedness outstanding under the Credit Agreement is repaid in
full, the Company may redeem, on any one or more occasions, with the net cash
proceeds of one or more public offerings of common equity, including
Class B Common Stock, of the Company and/or Parent Guarantor (within
60 days of the consummation of any public Equity Offering), up to 35% of
the aggregate principal amount of the Notes at a redemption price equal to
108.875% of the principal amount of the Notes issued under the Indenture, plus
accrued and unpaid interest thereon, if any, to the redemption date; provided,
however, that, in order to redeem the Notes with the net cash
proceeds of a public Equity Offering, at least 65% of the aggregate principal
amount of the Notes originally issued under the Indenture must remain
outstanding immediately following any such redemption.


 


(c)                                  On
or after March 15, 2007, the Company may redeem all or a part of the Notes upon
notice in accordance with Section 3.03 of the Indenture, at the redemption
prices (expressed as percentages of principal amount) set forth below, plus
accrued and unpaid interest thereon to the redemption date, if redeemed during
the 12-month period beginning on March 15 of the years indicated below: 


 


	
  Year

  	
   

  	
  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2007

  	
   

  	
  104.438

  	
  %

  
	
  2008

  	
   

  	
  102.219

  	
  %

  
	
  2009 and
  thereafter

  	
   

  	
  100.000

  	
  %

  



 


(d)                                 Any
prepayment pursuant to this paragraph shall be made pursuant to the provisions
of Sections 3.01 through 3.06 of the Indenture.


 


6.                                       Mandatory Redemption.  Except as set forth in Sections 4.12 and
4.18 of the Indenture, the Company shall not be required to make mandatory
redemption or sinking fund payments with respect to the Notes.


 


7.                                       Repurchase at Option of Holder.


 


(a)                                  Upon
the occurrence of a Change of Control, the Company shall, within 10 days of a
change of control, make an offer, pursuant to the procedures set forth in
Section 3.09 of the Indenture, to all Holders to repurchase all or any portion
(equal to $1,000 or an integral multiple of $1,000) of such Holder’s Notes at a
purchase price, in cash, equal to 101% of the aggregate principal amount of the
Notes repurchased, plus accrued and unpaid interest on the Notes repurchased to
the Purchase Date.


 


(b)                                 If
Parent Guarantor or a Restricted Subsidiary consummates any Asset Sales, Parent
Guarantor shall not be required to apply
any Net Proceeds to repurchase Notes in accordance with the Indenture until the
aggregate Excess Proceeds from all Asset Sales following the date the Notes are
first issued exceeds $15.0 million.
Thereafter, the Company shall make an Asset Sale Offer to all Holders of Notes
and other Indebtedness that ranks by its terms equally in right of payment with
the Notes and the terms of which contain substantially similar requirements
with respect to the application of proceeds from sales of assets or in
connection with securitizations as are set forth in the Indenture to
purchase on a proportional basis the maximum principal amount of Notes, that is
an integral multiple of $1,000, that may be purchased out of the Excess
Proceeds, at an offer price in cash equal to


 

















 


100% of the principal amount of the Notes plus accrued and unpaid
interest thereon, if any, to the Purchase Date in accordance with the
procedures set forth in the Indenture. 
To the extent that the aggregate amount of Notes and other Indebtedness
tendered under such Asset Sale Offer is less than the Excess Proceeds, any
remaining Excess Proceeds may be used for any purpose not otherwise prohibited
by the Indenture, including general corporate purposes.  If the aggregate principal amount of Notes
surrendered by Holders thereof exceeds the amount of Excess Proceeds available
for purchases of such Notes, the Trustee shall select the Notes to be purchased
in the manner set forth in Section 3.02 of the Indenture.


 


8.                                       Notice of Redemption. 
Notices of redemption shall be mailed at least 30 days but not more than 60
days before the redemption date to each Holder whose Notes are to be redeemed
at its registered address.  Notes in denominations larger than $1,000 may
be redeemed in part but only in integral multiples of $1,000, unless all of the
Notes held by a Holder are to be redeemed.  On and after the redemption
date interest shall cease to accrue on Notes or portions thereof called for
redemption.


 


9.                                       Denominations, Transfer, Exchange. 
The Notes are in registered form without coupons in denominations of $1,000 and
integral multiples of $1,000.  This Note shall represent the aggregate
principal amount of outstanding Notes from time to time endorsed hereon and the
aggregate principal amount of Notes represented hereby may from time to time be
reduced or increased, as appropriate, to reflect exchanges and redemptions.  The transfer of Notes may be registered and
Notes may be exchanged as provided in the Indenture.  The Registrar and
the Trustee may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and the Company may require a Holder to pay
any taxes and fees required by law or permitted by the Indenture.  The Company need not exchange or register
the transfer of any Note or portion of a Note selected for redemption, except
for the unredeemed portion of any Note being redeemed in part.  Also, the
Company need not exchange or register the transfer of any Notes for a period of
15 days before a selection of Notes to be redeemed or during the period between
a record date and the corresponding Interest Payment Date.


 


10.                                 Persons Deemed Owners. 
The registered Holder of a Note may be treated as its owner for all purposes.


 


11.                                 Amendment, Supplement and Waiver. 
Subject to certain exceptions, the Company and the Trustee may amend or
supplement the Indenture or the Notes with the consent of the Holders of at
least a majority in principal amount of the Notes, including Additional Notes,
if any then outstanding, voting as a single class (including consents obtained
in connection with a purchase of or tender offer or exchange offer for the
Notes), and, subject to Sections 6.04 and 6.07 of the Indenture, any existing
Default or Event of Default (except a continuing Default or Event of Default
(i) in the payment of principal, premium, if any, interest, if any, on the
Notes and (ii) in respect of a covenant or provision which under the Indenture
cannot be modified or amended without the consent of the Holder of each Note
affected by such modification or amendment) or compliance with any provision of
the Indenture or the Notes may be waived with the consent of the Holders of at
least a majority in principal amount of the Notes, including Additional Notes,
if any, then outstanding voting as a single class (including consents obtained
in connection with a purchase of or tender offer or exchange offer for the Notes).  Without the consent of any Holder, the
Company and the Trustee may amend or supplement the Indenture or the Notes to
(a) cure any ambiguity, defect or inconsistency; (b) provide for uncertificated
Notes in addition to or in place of certificated Notes (provided that the
uncertificated Notes are issued in registered form for purposes of Section
163(f) of the Code, or in a manner such that the uncertificated Notes are
described in Section 163(f)(2)(B) of the Code); (c) provide for the assumption
of the obligations of the Company or any Guarantor to Holders in the case of a
merger, consolidation or sale of all or substantially all of the assets of the
Company or any Guarantor; (d) make any change that would provide any additional
rights or benefits to the Holders or that does not adversely affect the legal
rights under the Indenture of any such Holder; (e) release Guarantors from
guarantees as provided or permitted by the terms of the Indenture; or (f)
comply with requirements of the SEC in order to effect or maintain the
qualification of the Indenture under the TIA.


 


12.                                 Defaults and Remedies.  Each of the following constitutes an Event
of Default with respect to the Notes: 
(i) default for 30 days in the payment when due of interest,
if any, on the Notes; (ii) default in payment when due of the principal of
or premium, if any, on the Notes at maturity, upon redemption or otherwise,
including the failure to make a payment to purchase Notes tendered pursuant to
a Change of Control Offer or an Asset Sale Offer; (iii) failure by Parent
Guarantor or any Restricted Subsidiary to comply with the provisions of Section
5.01 of the


 

















 


Indenture; (iv) failure by Parent Guarantor or any Restricted
Subsidiary for 30 days in the performance of any other covenant, warranty
or agreement in the Indenture or the Notes after written notice shall have been
given to the Company by the Trustee or to the Company and the Trustee by
Holders of at least 25% in principal amount of the Notes then outstanding;
(v) for so long as any of the Existing Notes remain outstanding, a payment
default resulting from the failure to pay at maturity any Indebtedness of
Parent Guarantor or any Restricted Subsidiary in an aggregate principal amount
greater than $10.0 million; (vi) a default under any Indebtedness by
Parent Guarantor or any Restricted Subsidiary that results in acceleration of
the maturity of such Indebtedness, or failure to pay any such Indebtedness at
maturity, in an aggregate amount greater than $10.0 million;
(vii) failure by Parent Guarantor or any Restricted Subsidiary to pay
final judgments rendered against them (other than judgment liens without
recourse to any of Parent Guarantor’s or any Restricted Subsidiary’s assets or
property other than assets or property securing Non-Recourse Indebtedness)
aggregating in excess of $20.0 million, which judgments are not paid,
discharged or stayed for a period of 60 days, except for judgments as to
which a reputable insurance company has accepted full liability;
(viii) except as permitted by the Indenture, any guarantee by an
Additional Guarantor that is a Significant Subsidiary with respect to the Notes
shall be held in a judicial proceeding to be unenforceable or invalid or shall
cease for any reason to be in full force and effect or Parent Guarantor or an
Additional Guarantor that is a Significant Subsidiary (in both cases, including
its successors and assigns), or any Person acting on behalf of such Guarantor
(or its successors and assigns), shall deny or disaffirm its obligations or
shall fail to comply with any obligations under its guarantee; and (h) certain
events of bankruptcy, insolvency or reorganization affecting the Company,
Parent Guarantor or any of its Significant Subsidiaries as set forth in the
Indenture.


 


If any Event of Default
(other the Events of Default arising from certain events of bankruptcy or
insolvency) occurs and is continuing, the Trustee or the Holders of at least
25% in principal amount of the then outstanding Notes may declare all the Notes
to be due and payable.  Notwithstanding
the foregoing, in the case of an Event of Default arising from certain events
of bankruptcy or insolvency described in the Indenture, all outstanding Notes
shall become due and payable immediately without further action or notice.  Holders may not enforce the Indenture or the
Notes except as provided in the Indenture. 
Subject to certain limitations, Holders of a majority in aggregate
principal amount of the then outstanding Notes may direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from Holders notice of
any continuing Default or Event of Default (except a Default or Event of
Default relating to the payment of principal, premium, if any, or interest, if
any) if and so long as a committee of its Responsible Officers in good faith
determines that withholding notice is in the interests of the Holders.  The Holders of a majority in aggregate
principal amount of the Notes then outstanding by notice to the Trustee may on
behalf of the Holders of all of the Notes waive any existing Default or Event
of Default and its consequences under the Indenture except a continuing Default
or Event of Default or (i) in the payment of the principal of, or interest on,
the Notes and (ii) in respect of a covenant or provision which under the
Indenture cannot be modified or amended without the consent of the Holder of
each Note affected by such modification or amendment).  The Company is required to deliver to the
Trustee annually a statement regarding compliance with the Indenture, and the
Company is required upon becoming aware of any Default or Event of Default, to
deliver to the Trustee a statement specifying such Default or Event of Default.


 


13.                                 Trustee Dealings with Company.  Subject to certain limitations, the Trustee
in its individual or any other capacity may become the owner or pledgee of
Notes and may otherwise deal with the Company or any Affiliate of the Company
with the same rights it would have if it were not Trustee.


 


14.                                 No Recourse Against Others. 
No past, present or future director, officer, employee, incorporator or
stockholder of the Company or of any Guarantor, as such, shall have any
liability for any obligations of the Company or any Guarantor under the
Indenture, the Notes, the guarantees or for any claim based on, in respect of,
or by reason of, such obligations or their creation.  Each Holder by
accepting a Note waives and releases all such liability.


 


15.                                 Authentication. 
This Note shall not be valid until authenticated by the manual signature of the
Trustee or an authenticating agent.


 


16.                                 Abbreviations. 
Customary abbreviations may be used in the name of a Holder or an assignee,
such as:  TEN COM (= tenants in common), TEN ENT (= tenants by the
entireties), JT TEN (= joint tenants with right of survivorship and not as
tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors
Act).


 

















 


17.                                 Additional Rights of Holders of
Restricted Global Notes and Restricted Definitive Notes.  In addition to the rights provided to
Holders of Notes under the Indenture, Holders of Restricted Global Notes and
Restricted Definitive Notes that are Initial Notes shall have all the rights
set forth in the Registration Rights Agreement, dated as of March 19,
2003, among the Company, Parent Guarantor and the parties named on the
signature pages thereto or, in the case of Additional Notes, Holders of
Restricted Global Notes and Restricted Definitive Notes shall have the rights
set forth in one or more Registration Rights Agreements, if any, among the
Company and the other parties thereto, relating to rights given by the Company
to the purchasers of such Additional Notes.


 


18.                                 CUSIP Numbers.  Pursuant to a recommendation promulgated by
the Committee on Uniform Security Identification Procedures, the Company has
caused CUSIP numbers to be printed on the Notes and has directed the Trustee to
use CUSIP numbers in notices of redemption or notices of Offers to Purchase as
a convenience to Holders.  No
representation is made as to the correctness of such numbers either as printed
on the Notes or as contained in any notice of redemption or notice of an Offer
to Purchase and reliance may be placed only on the other identification numbers
printed thereon and any such redemption or Offer to Purchase shall not be
affected by any defect in or omission of such numbers.


 


The Company shall furnish
to any Holder upon written request and without charge a copy of the
Indenture.  Requests may be made to: La
Quinta Properties, Inc., 909 Hidden Ridge, Suite 600, Irving, Texas  75038, Attention:  Corporate Secretary.


 


19.                            Governing Law.  The internal law of the State of New York
shall govern and be used to construe this Note without giving effect to
applicable principals of conflicts of law to the extent that the application of
the laws of another jurisdiction would be required thereby.


 

















 


Option of Holder to Elect
Purchase


 


If you want to elect to have this Note purchased by the Company
pursuant to Section 4.12 or 4.18 of the Indenture, check the box below:


 


o                                    Section
4.12


 


o                                    Section
4.18


 


If you want to elect to have only part of this Note purchased by the
Company pursuant to Section 4.12 or Section 4.18 of the Indenture, state the
amount you elect to have purchased: 
$                    


 


	
  Date:

  	
   

  	
   

  	
  Your Signature:

  	
   

  
	
   

  	
  (Sign exactly as your name appears on the face of
  this Note)

  
	
   

  	
   

  
	
   

  	
  Tax Identification No.:

  
	
  :

  	
   

  
	
   

  	
   

  
	
   

  	
  SIGNATURE GUARANTEE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signatures must be guaranteed by an “eligible
  guarantor institution” meeting the requirements of the Registrar, which
  requirements include membership or participation in the Security Transfer
  Agent Medallion Program (“STAMP”) or such other “signature guarantee program”
  as may be determined by the Registrar in addition to, or in substitution for,
  STAMP, all in accordance with the Securities Exchange Act of 1934, as
  amended.

  



 

















 


Assignment
Form


 


To assign this Note, fill in the form below:


 


	
  (I) or (we) assign and transfer this Note to

  	
   

  
	
   

  	
   

  
	
  (Insert assignee’s
  social security or other tax I.D. no.)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (Print or type
  assignee’s name, address and zip code)

  	
   

  
	
   

  	
   

  
	
  and irrevocably appoint

  	
   

  	
   

  	
   

  
	
   

  	
  as agent to transfer this Note on the books of the
  Company.  The agent may substitute another to act for him.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Your Signature:

  	
   

  	
   

  
	
   

  	
  (Sign exactly as your name appears on the face of
  this Note)

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature Guarantee:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  .

  	
  Signatures must be guaranteed by an “eligible
  guarantor institution” meeting the requirements of the Registrar, which
  requirements include membership or participation in the Security Transfer
  Agent Medallion Program (“STAMP”) or such other “signature guarantee program”
  as may be determined by the Registrar in addition to, or in substitution for,
  STAMP, all in accordance with the Securities Exchange Act of 1934, as
  amended.

  	
   

  
										



 

















 


SCHEDULE OF EXCHANGES OF
INTERESTS IN THE GLOBAL NOTE


 


The following exchanges of a part of this Global Note
for an interest in another Global Note or for a Definitive Note, or exchanges
of a part of another Global Note or Definitive Note for an interest in this
Global Note, have been made:


 


	
  Date of Exchange

  	
   

  	
  Amount of

  decrease in

  Principal Amount

  of this Global Note

  	
   

  	
  Amount of
  increase

  in Principal Amount

  of this Global Note

  	
   

  	
  Principal
  Amount

  of this Global Note

  following such

  decrease (or

  increase)

  	
   

  	
  Signature
  of

  authorized signatory

  of Trustee or

  Note Custodian

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


(Face of Note)


 


8 7/8%
SENIOR NOTES DUE 2011


 


CUSIP  U51318 AA 8


 


	
   

  	
  No.  R-2

  	
   

  	
  $2,225,000

  



 


LA
QUINTA PROPERTIES, INC.


 


promises to pay to CEDE & CO., INC. or its registered assigns, the
principal sum of TWO MILLION TWO HUNDRED TWENTY-FIVE THOUSAND Dollars
($2,225,000) on March 15, 2011.


 


Interest Payment Dates:  March
15 and September 15, commencing September 15, 2003.


 


Record Dates:  March 1 and September 1.


 

















 


IN WITNESS WHEREOF, the Company has caused this Note
to be signed by its duly authorized officer.


 


	
   

  	
  LA QUINTA PROPERTIES, INC.

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  By:

  	
     /s/ David L. Rea

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  David L. Rea

  	
   

  	 

	
   

  	
   

  	
  Title:

  	
  Executive Vice President and Chief Financial Officer

  	 

	
   

  	
   

  	
   

  	 

	
  This is one of the Global

  Notes referred to in the

  within-mentioned Indenture:

  	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
  U.S. BANK TRUST NATIONAL ASSOCIATION

  	
   

  	
   

  	 

	
  as Trustee

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
  By:

  	
       /s/ Cheryl L. Clark

  	
   

  	
   

  	 

	
   

  	
  Authorized Signatory

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
  Dated:  March
  19, 2003

  	
   

  	
   

  	 

										



 

















 


(Back of Note)


 


8 7/8% SENIOR NOTES DUE
2011


 


THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR OTHER
SECURITIES LAWS.  NEITHER THIS NOTE NOR
ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF
SUCH REGISTRATION UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.  THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF
(1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A
U.S. PERSON AND IS ACQUIRING ITS NOTE IN AN “OFFSHORE TRANSACTION” PURSUANT TO
RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (2) AGREES
THAT IT WILL NOT PRIOR TO (X) THE DATE WHICH IS TWO YEARS (OR SUCH SHORTER
PERIOD OF TIME AS PERMITTED BY RULE 144(k) UNDER THE SECURITIES ACT OR ANY
SUCCESSOR PROVISION THEREUNDER) AFTER THE LATER OF THE ORIGINAL ISSUE DATE
HEREOF (OR OF ANY PREDECESSOR OF THIS NOTE) OR THE LAST DAY ON WHICH THE
COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE (OR ANY
PREDECESSOR OF THIS NOTE) AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE
REQUIRED BY APPLICABLE LAW (THE “RESALE RESTRICTION TERMINATION DATE”), OFFER,
SELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY,
(B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE
UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR
RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A
“QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A INSIDE THE UNITED STATES,
(D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR
OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT
WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT THE COMPANY, THE
TRUSTEE AND THE REGISTRAR SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR
TRANSFER (I) PURSUANT TO CLAUSE (D) OR (E) TO REQUIRE THE DELIVERY OF AN
OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH
OF THEM, AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATION
OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS NOTE IS COMPLETED
AND DELIVERED BY THIS TRANSFEROR TO THE TRUSTEE.  THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER
THE RESALE RESTRICTION TERMINATION DATE. 
AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND
“U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE
SECURITIES ACT.


 


THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED
IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT
OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER
ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS
MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (II) THIS GLOBAL
NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF
THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR
CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL
NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN
CONSENT OF THE COMPANY.


 


UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART
FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO 


 

















 


THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”),
TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS MAY BE  REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.


 


Capitalized terms used herein shall have the meanings
assigned to them in the Indenture referred to below unless otherwise indicated.


 


1.                                       Interest.  La
Quinta Properties, Inc., a Delaware corporation (the “Company”), promises to pay
interest (as defined in the Indenture) on the principal amount of this Note at
8 7/8% per annum until maturity and shall pay Additional Interest, if any, as
provided in the Registration Rights Agreement relating to these Notes.  The Company shall pay interest semi-annually
in arrears in cash on March 15 and September 15 of each year, or if any such
day is not a Business Day, on the next succeeding Business Day (each an “Interest
Payment Date”).  Interest on
the Notes shall accrue from the most recent date to which interest has been
paid or, if no interest has been paid, from March 19, 2003; provided,
however, that if there is no existing Default in the payment of
interest, and if this Note is authenticated between a record date referred to
on the face hereof and the next succeeding Interest Payment Date, interest
shall accrue from such next succeeding Interest Payment Date; provided,
further,
that the first Interest Payment Date shall be September 15, 2003.  The Company shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
principal and premium, if any, from time to time at a rate that is 1% per annum
in excess of the interest rate then in effect under the Indenture and this
Note; it shall pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue installments of interest (without regard
to any applicable grace periods), from time to time at the same rate to the
extent lawful.  Interest shall be computed on the basis of a 360-day
year of twelve 30-day months.


 


2.                                       Method of Payment. 
The Company shall pay interest on the Notes (except defaulted interest) to the
Persons in whose name this Note (or one or more Predecessor Notes) is
registered at the close of business on March 1 or September 1 preceding the
Interest Payment Date, even if such Notes are cancelled after such record date
and on or before such Interest Payment Date, except as provided in Section 2.12
of the Indenture with respect to defaulted interest.  The Notes shall be
payable as to principal, premium, if any, and interest at the office or agency
of the Company maintained for such purpose, or, at the option of the Company,
payment of interest may be made by check mailed to the Holders at their
addresses set forth in the Security Register; provided, however,
that payment by wire transfer of immediately available funds shall be required
with respect to principal of and interest and premium, if any, on, all Global
Notes and all other Notes the Holders of which shall have provided wire
transfer instructions to the Company or the Paying Agent.  Such payment shall be in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.


 


3.                                       Paying Agent and Registrar.  Initially, U.S. Bank Trust National
Association, the Trustee under the Indenture, shall act as Paying Agent and
Registrar.  The Company may change any Paying Agent or Registrar without
notice to any Holder.  The Company,
Parent Guarantor or any of their Subsidiaries may act in any such capacity.


 


4.                                       Indenture.  The Company issued the Notes under an
Indenture, dated as of March 19, 2003 (“Indenture”), among the Company, Parent
Guarantor and the Trustee.  The terms of
the Notes include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.
Code §§ 77aaa-77bbbb). 
The Notes are subject to all such terms, and Holders are referred to the
Indenture and such Act for a statement of such terms.  To the extent any provision of this Note conflicts with the
express provisions of the Indenture, the provisions of the Indenture shall
govern and be controlling.


 

















 


5.                                       Optional Redemption.


 


(a)                                  At
any time prior to March 15, 2007, the Company may redeem all or any portion of
the Notes, at once or over time, after giving the required notice under the
Indenture at a redemption price equal to the greater of (i) 100% of the
principal amount of the Notes to be redeemed, and (ii) the sum of the
present values of (1) the redemption price of the Notes at March 15, 2007
(as set forth below) and (2) the remaining scheduled payments of interest
from the redemption date through March 15, 2007, but excluding accrued and
unpaid interest through the redemption date, discounted to the redemption date
(assuming a 360-day year consisting of twelve 30-day months), at the
Treasury Rate plus 50 basis points, plus, in either case, accrued and unpaid
interest, if any, to the redemption date (subject to the right of Holders of
record on the relevant record date to receive interest due on the relevant
Interest Payment Date).


 


(b)                                 In
addition, before March 15, 2006, subject to the provisions contained in the
Credit Agreement prohibiting the purchase of Notes by the Company, unless and
until any Indebtedness outstanding under the Credit Agreement is repaid in
full, the Company may redeem, on any one or more occasions, with the net cash
proceeds of one or more public offerings of common equity, including
Class B Common Stock, of the Company and/or Parent Guarantor (within
60 days of the consummation of any public Equity Offering), up to 35% of
the aggregate principal amount of the Notes at a redemption price equal to
108.875% of the principal amount of the Notes issued under the Indenture, plus
accrued and unpaid interest thereon, if any, to the redemption date; provided,
however, that, in order to redeem the Notes with the net cash proceeds
of a public Equity Offering, at least 65% of the aggregate principal amount of
the Notes originally issued under the Indenture must remain outstanding
immediately following any such redemption.


 


(c)                                  On
or after March 15, 2007, the Company may redeem all or a part of the Notes upon
notice in accordance with Section 3.03 of the Indenture, at the redemption
prices (expressed as percentages of principal amount) set forth below, plus
accrued and unpaid interest thereon to the redemption date, if redeemed during
the 12-month period beginning on March 15 of the years indicated below: 


 


	
  Year

  	
   

  	
  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2007

  	
   

  	
  104.438

  	
  %

  
	
  2008

  	
   

  	
  102.219

  	
  %

  
	
  2009 and
  thereafter

  	
   

  	
  100.000

  	
  %

  



 


(d)                                 Any
prepayment pursuant to this paragraph shall be made pursuant to the provisions
of Sections 3.01 through 3.06 of the Indenture.


 


6.                                       Mandatory Redemption.  Except as set forth in Sections 4.12 and
4.18 of the Indenture, the Company shall not be required to make mandatory
redemption or sinking fund payments with respect to the Notes.


 


7.                                       Repurchase at Option of Holder.


 


(a)                                  Upon
the occurrence of a Change of Control, the Company shall, within 10 days of a
change of control, make an offer, pursuant to the procedures set forth in
Section 3.09 of the Indenture, to all Holders to repurchase all or any portion
(equal to $1,000 or an integral multiple of $1,000) of such Holder’s Notes at a
purchase price, in cash, equal to 101% of the aggregate principal amount of the
Notes repurchased, plus accrued and unpaid interest on the Notes repurchased to
the Purchase Date.


 


(b)                                 If
Parent Guarantor or a Restricted Subsidiary consummates any Asset Sales, Parent
Guarantor shall not be required to apply
any Net Proceeds to repurchase Notes in accordance with the Indenture until the
aggregate Excess Proceeds from all Asset Sales following the date the Notes are
first issued exceeds $15.0 million.
Thereafter, the Company shall make an Asset Sale Offer to all Holders of Notes
and other Indebtedness that ranks by its terms equally in right of payment with
the Notes and the terms of which contain substantially similar requirements
with respect to the application of proceeds from sales of assets or in
connection with securitizations as are set forth in the Indenture to
purchase on a proportional basis the maximum principal amount of Notes, that is
an integral multiple of $1,000, that may be purchased out of the Excess
Proceeds, at an offer price in cash equal to 


 

















 


100% of the principal amount of the Notes plus accrued and unpaid
interest thereon, if any, to the Purchase Date in accordance with the
procedures set forth in the Indenture. 
To the extent that the aggregate amount of Notes and other Indebtedness
tendered under such Asset Sale Offer is less than the Excess Proceeds, any
remaining Excess Proceeds may be used for any purpose not otherwise prohibited
by the Indenture, including general corporate purposes.  If the aggregate principal amount of Notes
surrendered by Holders thereof exceeds the amount of Excess Proceeds available
for purchases of such Notes, the Trustee shall select the Notes to be purchased
in the manner set forth in Section 3.02 of the Indenture.


 


8.                                       Notice of Redemption. 
Notices of redemption shall be mailed at least 30 days but not more than 60
days before the redemption date to each Holder whose Notes are to be redeemed
at its registered address.  Notes in denominations larger than $1,000 may
be redeemed in part but only in integral multiples of $1,000, unless all of the
Notes held by a Holder are to be redeemed.  On and after the redemption
date interest shall cease to accrue on Notes or portions thereof called for
redemption.


 


9.                                       Denominations, Transfer, Exchange. 
The Notes are in registered form without coupons in denominations of $1,000 and
integral multiples of $1,000.  This Note shall represent the aggregate
principal amount of outstanding Notes from time to time endorsed hereon and the
aggregate principal amount of Notes represented hereby may from time to time be
reduced or increased, as appropriate, to reflect exchanges and redemptions.  The transfer of Notes may be registered and
Notes may be exchanged as provided in the Indenture.  The Registrar and
the Trustee may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and the Company may require a Holder to pay
any taxes and fees required by law or permitted by the Indenture.  The Company need not exchange or register
the transfer of any Note or portion of a Note selected for redemption, except
for the unredeemed portion of any Note being redeemed in part.  Also, the
Company need not exchange or register the transfer of any Notes for a period of
15 days before a selection of Notes to be redeemed or during the period between
a record date and the corresponding Interest Payment Date.


 


10.                                 Persons Deemed Owners. 
The registered Holder of a Note may be treated as its owner for all purposes.


 


11.                                 Amendment, Supplement and Waiver. 
Subject to certain exceptions, the Company and the Trustee may amend or
supplement the Indenture or the Notes with the consent of the Holders of at
least a majority in principal amount of the Notes, including Additional Notes,
if any then outstanding, voting as a single class (including consents obtained
in connection with a purchase of or tender offer or exchange offer for the
Notes), and, subject to Sections 6.04 and 6.07 of the Indenture, any existing
Default or Event of Default (except a continuing Default or Event of Default
(i) in the payment of principal, premium, if any, interest, if any, on the
Notes and (ii) in respect of a covenant or provision which under the Indenture
cannot be modified or amended without the consent of the Holder of each Note
affected by such modification or amendment) or compliance with any provision of
the Indenture or the Notes may be waived with the consent of the Holders of at
least a majority in principal amount of the Notes, including Additional Notes,
if any, then outstanding voting as a single class (including consents obtained
in connection with a purchase of or tender offer or exchange offer for the
Notes).  Without the consent of any
Holder, the Company and the Trustee may amend or supplement the Indenture or
the Notes to (a) cure any ambiguity, defect or inconsistency; (b) provide for
uncertificated Notes in addition to or in place of certificated Notes (provided
that the uncertificated Notes are issued in registered form for purposes of
Section 163(f) of the Code, or in a manner such that the uncertificated Notes
are described in Section 163(f)(2)(B) of the Code); (c) provide for the
assumption of the obligations of the Company or any Guarantor to Holders in the
case of a merger, consolidation or sale of all or substantially all of the
assets of the Company or any Guarantor; (d) make any change that would provide
any additional rights or benefits to the Holders or that does not adversely
affect the legal rights under the Indenture of any such Holder; (e) release
Guarantors from guarantees as provided or permitted by the terms of the
Indenture; or (f) comply with requirements of the SEC in order to effect or
maintain the qualification of the Indenture under the TIA.


 


12.                                  Defaults and Remedies.  Each of the following constitutes an Event
of Default with respect to the Notes: 
(i) default for 30 days in the payment when due of interest,
if any, on the Notes; (ii) default in payment when due of the principal of
or premium, if any, on the Notes at maturity, upon redemption or otherwise,
including the failure to make a payment to purchase Notes tendered pursuant to
a Change of Control Offer or an Asset Sale Offer; (iii) failure by Parent
Guarantor or any Restricted Subsidiary to comply with the provisions of Section
5.01 of the 


 

















 


Indenture; (iv) failure by Parent Guarantor or any Restricted
Subsidiary for 30 days in the performance of any other covenant, warranty
or agreement in the Indenture or the Notes after written notice shall have been
given to the Company by the Trustee or to the Company and the Trustee by
Holders of at least 25% in principal amount of the Notes then outstanding; (v) for
so long as any of the Existing Notes remain outstanding, a payment default
resulting from the failure to pay at maturity any Indebtedness of Parent
Guarantor or any Restricted Subsidiary in an aggregate principal amount greater
than $10.0 million; (vi) a default under any Indebtedness by Parent
Guarantor or any Restricted Subsidiary that results in acceleration of the
maturity of such Indebtedness, or failure to pay any such Indebtedness at
maturity, in an aggregate amount greater than $10.0 million;
(vii) failure by Parent Guarantor or any Restricted Subsidiary to pay
final judgments rendered against them (other than judgment liens without
recourse to any of Parent Guarantor’s or any Restricted Subsidiary’s assets or
property other than assets or property securing Non-Recourse Indebtedness)
aggregating in excess of $20.0 million, which judgments are not paid,
discharged or stayed for a period of 60 days, except for judgments as to
which a reputable insurance company has accepted full liability; (viii) except
as permitted by the Indenture, any guarantee by an Additional Guarantor that is
a Significant Subsidiary with respect to the Notes shall be held in a judicial
proceeding to be unenforceable or invalid or shall cease for any reason to be
in full force and effect or Parent Guarantor or an Additional Guarantor that is
a Significant Subsidiary (in both cases, including its successors and assigns),
or any Person acting on behalf of such Guarantor (or its successors and
assigns), shall deny or disaffirm its obligations or shall fail to comply with
any obligations under its guarantee; and (h) certain events of bankruptcy,
insolvency or reorganization affecting the Company, Parent Guarantor or any of
its Significant Subsidiaries as set forth in the Indenture.


 


If any Event of Default (other the Events of Default
arising from certain events of bankruptcy or insolvency) occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of
the then outstanding Notes may declare all the Notes to be due and
payable.  Notwithstanding the foregoing,
in the case of an Event of Default arising from certain events of bankruptcy or
insolvency described in the Indenture, all outstanding Notes shall become due
and payable immediately without further action or notice.  Holders may not enforce the Indenture or the
Notes except as provided in the Indenture. 
Subject to certain limitations, Holders of a majority in aggregate principal
amount of the then outstanding Notes may direct the Trustee in its exercise of
any trust or power. The Trustee may withhold from Holders notice of any
continuing Default or Event of Default (except a Default or Event of Default
relating to the payment of principal, premium, if any, or interest, if any) if
and so long as a committee of its Responsible Officers in good faith determines
that withholding notice is in the interests of the Holders.  The Holders of a majority in aggregate
principal amount of the Notes then outstanding by notice to the Trustee may on
behalf of the Holders of all of the Notes waive any existing Default or Event
of Default and its consequences under the Indenture except a continuing Default
or Event of Default or (i) in the payment of the principal of, or interest on,
the Notes and (ii) in respect of a covenant or provision which under the
Indenture cannot be modified or amended without the consent of the Holder of
each Note affected by such modification or amendment).  The Company is required to deliver to the
Trustee annually a statement regarding compliance with the Indenture, and the
Company is required upon becoming aware of any Default or Event of Default, to
deliver to the Trustee a statement specifying such Default or Event of Default.


 


13.                                 Trustee Dealings with Company.  Subject to certain limitations, the Trustee
in its individual or any other capacity may become the owner or pledgee of
Notes and may otherwise deal with the Company or any Affiliate of the Company
with the same rights it would have if it were not Trustee.


 


14.                                 No Recourse Against Others. 
No past, present or future director, officer, employee, incorporator or
stockholder of the Company or of any Guarantor, as such, shall have any
liability for any obligations of the Company or any Guarantor under the
Indenture, the Notes, the guarantees or for any claim based on, in respect of,
or by reason of, such obligations or their creation.  Each Holder by
accepting a Note waives and releases all such liability.


 


15.                                 Authentication. 
This Note shall not be valid until authenticated by the manual signature of the
Trustee or an authenticating agent.


 


16.                                 Abbreviations. 
Customary abbreviations may be used in the name of a Holder or an assignee,
such as:  TEN COM (= tenants in common), TEN ENT (= tenants by the
entireties), JT TEN (= joint tenants with right of survivorship and not as
tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors
Act).


 

















 


17.                                 Additional Rights of Holders of
Restricted Global Notes and Restricted Definitive Notes.  In addition to the rights provided to
Holders of Notes under the Indenture, Holders of Restricted Global Notes and
Restricted Definitive Notes that are Initial Notes shall have all the rights
set forth in the Registration Rights Agreement, dated as of March 19,
2003, among the Company, Parent Guarantor and the parties named on the
signature pages thereto or, in the case of Additional Notes, Holders of
Restricted Global Notes and Restricted Definitive Notes shall have the rights
set forth in one or more Registration Rights Agreements, if any, among the
Company and the other parties thereto, relating to rights given by the Company
to the purchasers of such Additional Notes.


 


18.                                 CUSIP Numbers.  Pursuant to a recommendation promulgated by
the Committee on Uniform Security Identification Procedures, the Company has
caused CUSIP numbers to be printed on the Notes and has directed the Trustee to
use CUSIP numbers in notices of redemption or notices of Offers to Purchase as
a convenience to Holders.  No representation
is made as to the correctness of such numbers either as printed on the Notes or
as contained in any notice of redemption or notice of an Offer to Purchase and
reliance may be placed only on the other identification numbers printed thereon
and any such redemption or Offer to Purchase shall not be affected by any
defect in or omission of such numbers.


 


The Company shall furnish to any Holder upon written
request and without charge a copy of the Indenture.  Requests may be made to: La Quinta Properties, Inc., 909 Hidden
Ridge, Suite 600, Irving, Texas  75038,
Attention:  Corporate Secretary.


 


19.                            Governing Law.  The internal law of the State of New York
shall govern and be used to construe this Note without giving effect to
applicable principals of conflicts of law to the extent that the application of
the laws of another jurisdiction would be required thereby.


 

















 


Option of Holder to Elect
Purchase


 


If you want to elect to have this Note purchased by the Company
pursuant to Section 4.12 or 4.18 of the Indenture, check the box below:


 


o                                    Section
4.12


 


o                                    Section
4.18


 


If you want to elect to have only part of this Note purchased by the
Company pursuant to Section 4.12 or Section 4.18 of the Indenture, state the
amount you elect to have purchased:  $                                                               


 


	
  Date:

  	
   

  	
   

  	
  Your Signature:

  	
   

  
	
   

  	
  (Sign exactly as your name appears on the face of
  this Note)

  
	
   

  	
   

  
	
   

  	
  Tax Identification No.:

  
	
  :

  	
   

  
	
   

  	
   

  
	
   

  	
  SIGNATURE GUARANTEE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signatures must be guaranteed by an “eligible
  guarantor institution” meeting the requirements of the Registrar, which
  requirements include membership or participation in the Security Transfer
  Agent Medallion Program (“STAMP”) or such other “signature guarantee program”
  as may be determined by the Registrar in addition to, or in substitution for,
  STAMP, all in accordance with the Securities Exchange Act of 1934, as
  amended.

  



 

















 


Assignment
Form


 


To assign this Note, fill in the form below:


 


	
  (I) or (we) assign and transfer this Note to

  	
   

  
	
   

  	
   

  
	
  Insert assignee’s
  social security or other tax I.D. no.)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (Print or type
  assignee’s name, address and zip code)

  	
   

  
	
   

  	
   

  
	
  and irrevocably appoint

  	
   

  	
   

  	
   

  
	
   

  	
  as agent to transfer this Note on the books of the
  Company.  The agent may substitute another to act for him.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Your Signature:

  	
   

  	
   

  
	
   

  	
  (Sign exactly as your name appears on the face of
  this Note)

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature Guarantee:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  .

  	
  Signatures must be guaranteed by an “eligible
  guarantor institution” meeting the requirements of the Registrar, which
  requirements include membership or participation in the Security Transfer
  Agent Medallion Program (“STAMP”) or such other “signature guarantee program”
  as may be determined by the Registrar in addition to, or in substitution for,
  STAMP, all in accordance with the Securities Exchange Act of 1934, as amended

  	
   

  
										



 

















 


SCHEDULE OF EXCHANGES OF
INTERESTS IN THE GLOBAL NOTE


 


The following exchanges of a part of this Global Note
for an interest in another Global Note or for a Definitive Note, or exchanges
of a part of another Global Note or Definitive Note for an interest in this
Global Note, have been made:


 


	
  Date of Exchange

  	
   

  	
  Amount of

  decrease in

  Principal Amount

  of this Global Note

  	
   

  	
  Amount of
  increase

  in Principal Amount

  of this Global Note

  	
   

  	
  Principal
  Amount

  of this Global Note

  following such

  decrease (or

  increase)

  	
   

  	
  Signature
  of

  authorized signatory

  of Trustee or

  Note Custodian