8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

JOINT CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported):
January 6, 2006

LA QUINTA CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware	0-9110	95-3419438
(State or Other Jurisdiction of	(Commission File Number)	(I.R.S. Employer
Incorporation)		Identification No.)

909 Hidden Ridge, Suite 600, Irving, TX 75038
(Address of Principal Executive Offices and Zip Code)

(214) 492-6600
(Registrant’s telephone number, including area code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

LA QUINTA PROPERTIES, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	0-9109	95-3520818
(State or Other Jurisdiction of	(Commission File Number)	(I.R.S. Employer
Incorporation)		Identification No.)

909 Hidden Ridge, Suite 600, Irving, TX 75038
(Address of Principal Executive Offices and Zip Code)

(214) 492-6600
(Registrant’s telephone number, including area code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

     On January 9, 2006, La Quinta Properties, Inc. (“LQ Properties”) entered into supplemental indentures dated as of January 9, 2006 (the “Supplemental Indentures”) to the Indenture dated as of March 19, 2003 relating to LQ Properties’ outstanding 8⅞% Senior Notes due March 15, 2011 (the “8⅞% Notes”), the Indenture dated as of August 19, 2004 relating to LQ Properties’ outstanding 7% Senior Notes due August 15, 2012 (the “7% 2012 Notes”), the Indenture dated as of July 26, 1995 relating to LQ Properties’ outstanding 7% Notes due August 15, 2007 (the “7% 2007 Notes”), which were issued pursuant to the Fifth Supplemental Indenture dated as of August 15, 1997, and the Indenture dated as of September 15, 1995 (collectively, the “Indentures”) relating to LQ Properties’ outstanding 7.27% Medium Term Notes due February 26, 2007 (the “7.27% Notes”) and 7.33% Medium Term Notes due April 1, 2008 (the “7.33% Notes” and, together with the 8⅞% Notes, the 7% 2012 Notes, the 7% 2007 Notes, the 7.27% Notes, the “Notes”). The Supplemental Indentures were entered into in connection with LQ Properties’ previously announced tender offers and consent solicitations with respect to the Notes, which were commenced on December 20, 2005.

     The Supplemental Indentures amend the Indentures governing the Notes to eliminate substantially all of the restrictive covenants contained in the Indentures and the Notes (except for certain covenants related to asset sales and change of control offers), as well as certain events of default and modify covenants regarding mergers to permit mergers with limited liability companies and provisions regarding defeasance and/or satisfaction and discharge to eliminate certain conditions, as well as modify or eliminate certain other provisions contained in the Indentures and the Notes. The amendments to the Indentures will not become operative until immediately prior to the mergers of La Quinta Corporation (“LQ Corporation”) and LQ Properties with affiliates of The Blackstone Group (the “Mergers”) and provided that all validly tendered Notes are accepted for purchase pursuant to the tender offers upon consummation of the Mergers.

     The foregoing summary is qualified in its entirety by reference to the Supplemental Indentures, copies of which are attached hereto as Exhibits 4.1, 4.2, 4.3 and 4.4.

Item 3.03. Material Modification to Rights of Security Holders.

     See description under Item 1.01 Entry into a Material Definitive Agreement above regarding the execution on January 9, 2006 of the Supplemental Indentures relating to the Notes.

Item 8.01. Other Events.

     On January 9, 2006, LQ Corporation announced that, as of 5:00 p.m., New York City time on Friday, January 6, 2006, LQ Properties had received the requisite tenders and consents from holders of more than a majority in aggregate principal amount of each of its outstanding Notes in connection with its tender offers and consent solicitations for the Notes, which were commenced on December 20, 2005.

     A copy of the press release issued by LQ Corporation and LQ Properties on January 9, 2006 announcing that LQ Properties received the requisite tenders and consents is filed as Exhibit 99.1 hereto and is incorporated herein by reference in its entirety.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description of Exhibit
4.1	Supplemental Indenture, dated as of January 9, 2006, between LQ Properties and U.S. Bank Trust National Association relating to LQ Properties’ outstanding 8⅞% Senior Notes due March 15, 2011.
4.2	Supplemental Indenture, dated as of January 9, 2006, between LQ Properties and U.S. Bank Trust National Association relating to LQ Properties’ outstanding 7% Senior Notes due August 15, 2012.
4.3	Ninth Supplemental Indenture, dated as of January 9, 2006, between LQ Properties (as successor to Meditrust, a Massachusetts business trust) and U.S. Bank Trust National Association (as successor to Fleet National Bank) relating to LQ Properties’ outstanding 7% Notes due August 15, 2007.
4.4	Supplemental Indenture, dated as of January 9, 2006, between LQ Properties (as successor to La Quinta Inns, Inc.) and The Bank of New York Trust Company, N.A. (as successor to U.S. Trust Company of Texas, N.A.) relating to LQ Properties’ outstanding 7.27% Medium Term Notes due February 26, 2007 and 7.33% Medium Term Notes due April 1, 2008.
99.1	Press Release, dated January 9, 2006, of LQ Corporation and LQ Properties, announcing the receipt of the requisite consents with respect to LQ Properties’ tender offers and consent solicitations for outstanding debt securities.

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this joint report to be signed on their behalf by the undersigned hereunto duly authorized.

Dated: January 12, 2006	LA QUINTA CORPORATION
	By:	/s/ Steven A. Schumm
		Name:	Steven A. Schumm
		Title:	Executive Vice President and Chief Financial Officer
Dated: January 12, 2006	LA QUINTA PROPERTIES, INC.
	By:	/s/ Steven A. Schumm
		Name:	Steven A. Schumm
		Title:	Executive Vice President and Chief Financial Officer

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Exhibit Index

4.1	Supplemental Indenture, dated as of January 9, 2006, between LQ Properties and U.S. Bank Trust National Association relating to LQ Properties’ outstanding 8⅞% Senior Notes due March 15, 2011.
4.2	Supplemental Indenture, dated as of January 9, 2006, between LQ Properties and U.S. Bank Trust National Association relating to LQ Properties’ outstanding 7% Senior Notes due August 15, 2012.
4.3	Ninth Supplemental Indenture, dated as of January 9, 2006, between LQ Properties (as successor to Meditrust, a Massachusetts business trust) and U.S. Bank Trust National Association (as successor to Fleet National Bank) relating to LQ Properties’ outstanding 7% Notes due August 15, 2007.
4.4	Supplemental Indenture, dated as of January 9, 2006, between LQ Properties (as successor to La Quinta Inns, Inc.) and The Bank of New York Trust Company, N.A. (as successor to U.S. Trust Company of Texas, N.A.) relating to LQ Properties’ outstanding 7.27% Medium Term Notes due February 26, 2007 and 7.33% Medium Term Notes due April 1, 2008.
99.1	Press Release, dated January 9, 2006, of LQ Corporation and LQ Properties, announcing the receipt of the requisite consents with respect to LQ Properties’ tender offers and consent solicitations for outstanding debt securities.

EX-4.1

Exhibit 4.1

          SUPPLEMENTAL INDENTURE, dated as of January 9, 2006 (this “Supplemental Indenture”), to the Indenture dated as of March 19, 2003 (the “Indenture”), among La Quinta Properties, Inc., a Delaware corporation (the “Company”), La Quinta Corporation, a Delaware corporation (the “Guarantor”) and U.S. Bank Trust National Association, as trustee (the “Trustee”).

W I T N E S S E T H:

          WHEREAS, the Company, the Guarantor and the Trustee have heretofore executed and delivered the Indenture, and the Company has issued pursuant to the Indenture its 8⁷/₈% Senior Notes due 2011 (the “Notes”);

          WHEREAS, Section 9.02 of the Indenture provides that the Company and the Trustee may, with the requisite consents of the holders, enter into a supplemental indenture for the purpose of amending certain provisions of the Indenture;

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

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

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

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

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

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

ARTICLE ONE

SECTION 1.01. Definitions.

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

ARTICLE TWO

SECTION 2.01. Amendments to Table of Contents

          (a) The Table of Contents of the Indenture is amended by deleting the titles to Sections 4.03, 4.05, 4.06, 4.08 through 4.11, and 4.13 through 4.17, 4.19 and 4.20, and inserting in lieu thereof the phrase “[intentionally omitted]”.

          (b) The Table of Contents of the Indenture is amended by retitling Section 5.02 “Successor Person Substituted”.

ARTICLE THREE

SECTION 3.01. Elimination of Certain Definitions in Article 1.

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

SECTION 3.02. Amendment of Certain Provisions in Article 4.

          Section 4.07 of the Indenture is amended by:

          (a) adding “or limited liability company” after “corporate” and before “existence” in the title and in the Section;

          (b) deleting the phrase “and the corporate, partnership or other existence of each Restricted Subsidiary,” in the Section in its entirety;

          (c) replacing “,” after “Company” and before “Parent Guarantor” with “and”; and

deleting the phrase “or any such Restricted Subsidiaries; provided, however, that the Company and Parent Guarantor shall not be required to preserve the corporate, partnership or other existence of any Restricted Subsidiary, if the Board of Directors of each of the Company and Parent Guarantor shall determine that the preservation thereof is no longer desirable in the

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conduct of the business of the Company, Parent Guarantor and the Restricted Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders of the Notes, or that such preservation is not necessary in connection with any transaction not prohibited by this Indenture” in its entirety.

SECTION 3.03. Elimination of Certain Provisions in Article 4.

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

          (b) Section 4.05 of the Indenture is amended by deleting the text of such Section in its entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.

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

          (d) Section 4.08 of the Indenture is amended by deleting the text of such Section in its entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.

          (e) Section 4.09 of the Indenture is amended by deleting the text of such Section in its entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.

          (f) Section 4.10 of the Indenture is amended by deleting the text of such Section in its entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.

          (g) Section 4.11 of the Indenture is amended by deleting the text of such Section in its entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.

          (h) Section 4.13 of the Indenture is amended by deleting the text of such Section in its entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.

          (i) Section 4.14 of the Indenture is amended by deleting the text of such Section in its entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.

          (j) Section 4.15 of the Indenture is amended by deleting the text of such Section in its entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.

          (k) Section 4.16 of the Indenture is amended by deleting the text of such Section in its entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.

          (l) Section 4.17 of the Indenture is amended by deleting the text of such Section in its entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.

          (m) Section 4.19 of the Indenture is amended by deleting the text of such Section in its entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.

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          (n) Section 4.20 of the Indenture is amended by deleting the text of such Section in its entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.

SECTION 3.04. Amendment of Certain Provisions in Article Five.

          (a) Section 5.01 of the Indenture is amended by deleting the text of clauses (a)(3) and (4) in its entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.

          (b) Section 5.02 of the Indenture is amended by re-titling the Section “Successor Person Substituted”.

SECTION 3.05. Amendment of Certain Provisions in Article 6.

          Section 6.01 of the Indenture is amended by:

          (a) deleting the text “or any Restricted Subsidiary” in clause (iii);

          (b) deleting the text of clauses (iv) through (viii) in its entirety and inserting in lieu thereof the phrase “[intentionally omitted]”;

          (c) deleting from clause (ix) the phrase “, any of Parent Guarantor’s Significant Subsidiaries, or any group of Parent Guarantor’s Subsidiaries that, when taken together, would constitute a Significant Subsidiary of Parent Guarantor”;

          (d) deleting from of clause (A) of clause (x) the phrase “, any of Parent Guarantor’s Significant Subsidiaries, or any group of Parent Guarantor’s Subsidiaries that, when taken together, would constitute a Significant Subsidiary or Parent Guarantor”; and adding “or” after “Company,” and before “Parent Guarantor”;

          (e) deleting from of clause (B) of clause (x) the phrase “, or any of Parent Guarantor’s Significant Subsidiaries, any group of Parent Guarantor’s Subsidiaries that, when taken together, would constitute a Significant Subsidiary or Parent Guarantor” and the phrase “, any of Parent Guarantor’s Significant Subsidiaries, any group of Parent Guarantor’s Subsidiaries that, when taken together, would constitute a Significant Subsidiary or Parent Guarantor”; and adding “or” after “Company” and before “Parent Guarantor” where they first appear in this clause;

          (f) deleting from of clause (C) of clause (x) the phrase “any of Parent Guarantor’s Significant Subsidiaries, or any group of Parent Guarantor’s Subsidiaries that, when taken together, would constitute a Significant Subsidiary or Parent Guarantor”; and adding “or” after “Company,” and before “Parent Guarantor”; and

          (g) deleting from of clause (D) of clause (x) the phrase “any of Parent Guarantor’s Significant Subsidiaries, or any group of Parent Guarantor’s Subsidiaries that, when taken together, would constitute a Significant Subsidiary or Parent Guarantor”; and adding “or” after “Company,” and before “Parent Guarantor”.

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SECTION 3.06. Amendment of Certain Provisions in Article 8.

          Section 8.04 of the Indenture is amended by deleting the text of clauses (b) through (g) in its entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.

SECTION 3.07. Amendment of Certain Provisions in Article 10.

          Section 10.04 of the Indenture is amended by deleting the text of clause (b) in its entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.

SECTION 3.08 Amendment of Certain Provisions in Article 11.

          Section 11.01 of the Indenture is amended by deleting the second clause (a) relating, inter alia, to the absence of Defaults, in its entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.

ARTICLE FOUR

SECTION 4.01. Elimination of Certain Provisions in the Notes

          The Notes are deemed to be amended and amended as follows:

          Section 12 of the Notes is amended by (a) deleting the text of each of clauses (iv) through (viii) in its entirety and inserting in lieu thereof the phrase “[intentionally omitted]” ; (b) deleting the phrase in clause (iii) “or any Restricted Subsidiary” , (c) redenominating clause (h) as clause “(ix)”, (d) deleting the phrase in such clause (ix) “or any of its Significant Subsidiaries” and (e) inserting in such clause (ix) the word “or” is inserted between “the Company” and “Parent Guarantor”.

ARTICLE FIVE

SECTION 5.01. Waiver of Claims to Security

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

ARTICLE SIX

SECTION 6.01. Effectiveness of Amendments to Indenture.

          Notwithstanding any other provision of this Supplemental Indenture, (i) this Supplemental Indenture shall be effective upon its signing by the parties hereto and (ii) the Amendments shall not be operative until immediately prior to the Mergers (as defined in the

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Statement) and provided all validly tendered Notes are accepted for purchase pursuant to the Offer upon consummation of the Mergers.

SECTION 6.02. Continuing Effect of Indenture.

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

SECTION 6.03. Construction of Supplemental Indenture.

          This Supplemental Indenture is executed as and shall constitute an indenture supplemental to the Indenture and shall be construed in connection with and as part of the Indenture. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.

SECTION 6.04. Trust Indenture Act Controls.

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

SECTION 6.05. Trustee Disclaimer.

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

SECTION 6.06. Counterparts.

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

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

LA QUINTA PROPERTIES, INC.
By	/s/ Steven A. Schumm
	Name: Steven A. Schumm
	Title: Executive Vice President and Chief Financial Officer
U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee
By	/s/ Jean Clarke
	Name: Jean Clarke
	Title: Assistant Vice President

EX-4.2

Exhibit 4.2

          SUPPLEMENTAL INDENTURE, dated as of January 9, 2006 (this “Supplemental Indenture”), to the Indenture dated as of August 19, 2004 (the “Indenture”), among La Quinta Properties, Inc., a Delaware corporation (the “Company”), La Quinta Corporation, a Delaware corporation (the “Guarantor”) and U.S. Bank Trust National Association, as trustee (the “Trustee”).

W I T N E S S E T H:

          WHEREAS, the Company, the Guarantor and the Trustee have heretofore executed and delivered the Indenture, and the Company has issued pursuant to the Indenture its 7% Senior Notes due 2012 (the “Notes”);

          WHEREAS, Section 9.02 of the Indenture provides that the Company and the Trustee may, with the requisite consents of the holders, enter into a supplemental indenture for the purpose of amending certain provisions of the Indenture;

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

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

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

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

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

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

ARTICLE ONE

SECTION 1.01. Definitions.

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

ARTICLE TWO

SECTION 2.01. Amendments to Table of Contents

          (a) The Table of Contents of the Indenture is amended by deleting the titles to Sections 4.03, 4.05, 4.06, 4.08 through 4.11, and 4.13 through 4.17, 4.19 and 4.20, and inserting in lieu thereof the phrase “[intentionally omitted]”.

          (b) The Table of Contents of the Indenture is amended by retitling Section 5.02 “Successor Person Substituted”.

ARTICLE THREE

SECTION 3.01. Elimination of Certain Definitions in Article 1.

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

SECTION 3.02. Amendment of Certain Provisions in Article 4.

          Section 4.07 of the Indenture is amended by:

          (a) adding “or limited liability company” after “corporate” and before “existence” in the title and in the Section;

          (b) deleting the phrase “and the corporate, partnership or other existence of each Restricted Subsidiary,” in the Section in its entirety;

          (c) replacing “,” after “Company” and before “Parent Guarantor” with “and”; and

deleting the phrase “or any such Restricted Subsidiaries; provided, however, that the Company and Parent Guarantor shall not be required to preserve the corporate, partnership or other existence of any Restricted Subsidiary, if the Board of Directors of each of the Company and Parent Guarantor shall determine that the preservation thereof is no longer desirable in the

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conduct of the business of the Company, Parent Guarantor and the Restricted Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders of the Notes, or that such preservation is not necessary in connection with any transaction not prohibited by this Indenture” in its entirety.

SECTION 3.03. Elimination of Certain Provisions in Article 4.

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

          (b) Section 4.05 of the Indenture is amended by deleting the text of such Section in its entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.

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

          (d) Section 4.08 of the Indenture is amended by deleting the text of such Section in its entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.

          (e) Section 4.09 of the Indenture is amended by deleting the text of such Section in its entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.

          (f) Section 4.10 of the Indenture is amended by deleting the text of such Section in its entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.

          (g) Section 4.11 of the Indenture is amended by deleting the text of such Section in its entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.

          (h) Section 4.13 of the Indenture is amended by deleting the text of such Section in its entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.

          (i) Section 4.14 of the Indenture is amended by deleting the text of such Section in its entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.

          (j) Section 4.15 of the Indenture is amended by deleting the text of such Section in its entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.

          (k) Section 4.16 of the Indenture is amended by deleting the text of such Section in its entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.

          (l) Section 4.17 of the Indenture is amended by deleting the text of such Section in its entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.

          (m) Section 4.19 of the Indenture is amended by deleting the text of such Section in its entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.

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          (n) Section 4.20 of the Indenture is amended by deleting the text of such Section in its entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.

SECTION 3.04. Amendment of Certain Provisions in Article Five.

          (a) Section 5.01 of the Indenture is amended by deleting the text of clauses (a)(3) and (4) in its entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.

          (b) Section 5.02 of the Indenture is amended by re-titling the Section “Successor Person Substituted”.

SECTION 3.05. Amendment of Certain Provisions in Article 6.

          Section 6.01 of the Indenture is amended by:

          (a) deleting the text “or any Restricted Subsidiary” in clause (iii);

          (b) deleting the text of clauses (iv) through (viii) in its entirety and inserting in lieu thereof the phrase “[intentionally omitted]”;

          (c) deleting from clause (ix) the phrase “, any of Parent Guarantor’s Significant Subsidiaries, or any group of Parent Guarantor’s Subsidiaries that, when taken together, would constitute a Significant Subsidiary of Parent Guarantor” and adding “or” after “Company,” and before “Parent Guarantor”; and

          (d) deleting from of clause (A) of clause (x) the phrase “, any of Parent Guarantor’s Significant Subsidiaries, or any group of Parent Guarantor’s Subsidiaries that, when taken together, would constitute a Significant Subsidiary of Parent Guarantor”; and adding “or” after “Company,” and before “Parent Guarantor”;

          (e) deleting from of clause (B) of clause (x) the phrase “, or any of Parent Guarantor’s Significant Subsidiaries, any group of Parent Guarantor’s Subsidiaries that, when taken together, would constitute a Significant Subsidiary or Parent Guarantor” and the phrase “, any of Parent Guarantor’s Significant Subsidiaries, any group of Parent Guarantor’s Subsidiaries that, when taken together, would constitute a Significant Subsidiary of Parent Guarantor”; and adding “or” after “Company” and before “Parent Guarantor” where they first appear in this clause;

          (f) deleting from of clause (C) of clause (x) the phrase “any of Parent Guarantor’s Significant Subsidiaries, or any group of Parent Guarantor’s Subsidiaries that, when taken together, would constitute a Significant Subsidiary of Parent Guarantor”; and adding “or” after “Company,” and before “Parent Guarantor”; and

          (g) deleting from of clause (D) of clause (x) the phrase “any of Parent Guarantor’s Significant Subsidiaries, or any group of Parent Guarantor’s Subsidiaries that, when

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taken together, would constitute a Significant Subsidiary of Parent Guarantor”; and adding “or” after “Company,” and before “Parent Guarantor”.

SECTION 3.06. Amendment of Certain Provisions in Article 8.

          Section 8.04 of the Indenture is amended by deleting the text of clauses (b) through (g) in its entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.

SECTION 3.07. Amendment of Certain Provisions in Article 10.

          Section 10.04 of the Indenture is amended by deleting the text of clause (b) in its entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.

SECTION 3.08. Amendment of Certain Provisions in Article 11.

          Section 11.01 of the Indenture is amended by deleting the second clause (a) relating, inter alia, to the absence of Defaults, in its entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.

ARTICLE FOUR

SECTION 4.01. Elimination of Certain Provisions in the Notes

          The Notes are deemed to be amended and amended as follows:

          Section 12 of the Notes is amended by (a) deleting the text of each of clauses (iv) through (viii) in its entirety and inserting in lieu thereof the phrase “[intentionally omitted]” ; (b) deleting the phrase in clause (iii) “or any Restricted Subsidiary” , (c) redenominating clause (h) as clause “(ix)”, (d) deleting the phrase in such clause (ix) “or any of its Significant Subsidiaries” and (e) inserting in such clause (ix) the word “or” is inserted between “the Company” and “Parent Guarantor”.

ARTICLE FIVE

SECTION 5.01. Waiver of Claims to Security

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

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ARTICLE SIX

SECTION 6.01. Effectiveness of Amendments to Indenture.

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

SECTION 6.02. Continuing Effect of Indenture.

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

SECTION 6.03. Construction of Supplemental Indenture.

          This Supplemental Indenture is executed as and shall constitute an indenture supplemental to the Indenture and shall be construed in connection with and as part of the Indenture. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.

SECTION 6.04. Trust Indenture Act Controls.

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

SECTION 6.05. Trustee Disclaimer.

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

SECTION 6.06. Counterparts.

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

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

LA QUINTA PROPERTIES, INC.
By	/s/ Steven A. Schumm
	Name: Steven A. Schumm
	Title: Executive Vice President and Chief Financial Officer
U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee
By	/s/ Jean Clarke
	Name: Jean Clarke
	Title: Assistant Vice President

EX-4.3

 Exhibit 4.3

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

W I T N E S S E T H:

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

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

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

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

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

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

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

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

ARTICLE ONE

SECTION 1.01. Definitions.

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

ARTICLE TWO

SECTION 2.01. Amendments to Table of Contents

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

ARTICLE THREE

SECTION 3.01. Elimination of Certain Definitions in Article 1.

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

SECTION 3.02. Elimination of Certain Provisions in Article 4.

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

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

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

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SECTION 3.03. Amendment of Certain Provisions in Article Five.

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

SECTION 3.04. Amendment of Certain Provisions in Article 6.

          Section 6.01 of the Indenture is amended by:

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

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

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

ARTICLE FOUR

SECTION 4.01. Waiver of Claims to Security

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

ARTICLE FIVE

SECTION 5.01. Effectiveness of Amendments to Indenture.

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

SECTION 5.02. Continuing Effect of Indenture.

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

SECTION 5.03. Construction of Supplemental Indenture.

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

4

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

SECTION 5.04. Trust Indenture Act Controls.

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

SECTION 5.05. Trustee Disclaimer.

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

SECTION 5.06. Counterparts.

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

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

LA QUINTA PROPERTIES, INC.
By	/s/ Steven A. Schumm
	Name: Steven A. Schumm
	Title: Executive Vice President and Chief
	Financial Officer
U.S. BANK TRUST NATIONAL
ASSOCIATION, as Trustee
By	/s/ Jean Clarke
	Name: Jean Clarke
	Title: Assistant Vice President

EX-4.4

 Exhibit 4.4

          SUPPLEMENTAL INDENTURE, dated as of January 9, 2006 (this “Supplemental Indenture”), to the Indenture dated as of September 15, 1995 (the “Indenture”), between La Quinta Properties, Inc., a Delaware corporation (as successor to La Quinta Inns, Inc.) (the “Company”) and The Bank of New York Trust Company, N.A. (as successor to U.S. Trust Company of Texas, N.A.), as trustee (the “Trustee”).

W I T N E S S E T H:

          WHEREAS, the Company and the Trustee have heretofore executed and delivered the Indenture, and the Company has issued pursuant to the Indenture its 7.27% Notes due 2007 and 7.33% Notes due 2008 (together, the “Notes”);

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

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

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

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

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

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

2

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

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

ARTICLE ONE

SECTION 1.01. Definitions.

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

ARTICLE TWO

SECTION 2.01. Amendments to Table of Contents

          (a) The Table of Contents of the Indenture is amended by deleting the titles to Sections 4.3, 4.4 and 4.6, and inserting in lieu thereof the phrase “[intentionally omitted]”.

ARTICLE THREE

SECTION 3.01. Elimination of Certain Definitions in Article 1.

          Sections 1.1 and 1.2 of the Indenture are amended by deleting all definitions of terms, and references to definitions of terms, that are used exclusively in text of the Indenture and the Notes that are being otherwise eliminated by this Supplemental Indenture.

SECTION 3.02. Elimination of Certain Provisions in Article 4.

          (a) Section 4.3 of the Indenture is amended by deleting the text of such Section in its entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.

          (b) Section 4.4 of the Indenture is amended by deleting the text of such Section in its entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.

          (c) Section 4.6 of the Indenture is amended by deleting the text of such Section in its entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.

3

SECTION 3.03. Amendment of Certain Provisions in Article Five.

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

SECTION 3.04. Amendment of Certain Provisions in Article 6.

          Section 6.1 of the Indenture is amended by:

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

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

SECTION 3.05. Amendment of Certain Provisions in Article 8.

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

          Section 8.3 of the Indenture is amended by deleting the text of clauses (ii) through (iv) in its entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.

ARTICLE FOUR

SECTION 4.01. Waiver of Claims to Security

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

ARTICLE FIVE

SECTION 5.01. Effectiveness of Amendments to Indenture.

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

SECTION 5.02. Continuing Effect of Indenture.

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

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SECTION 5.03. Construction of Supplemental Indenture.

          This Supplemental Indenture is executed as and shall constitute an indenture supplemental to the Indenture and shall be construed in connection with and as part of the Indenture. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.

SECTION 5.04. Trust Indenture Act Controls.

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

SECTION 5.05. Trustee Disclaimer.

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

SECTION 5.06. Counterparts.

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

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

LA QUINTA PROPERTIES, INC.
By	/s/ Steven A. Schumm
	Name: Steven A. Schumm
	Title: Executive Vice President and Chief
	Financial Officer
THE BANK OF NEW YORK TRUST
COMPANY, N.A., as Trustee
By	/s/ Patrick T. Giordano
	Name: Patrick T. Giordano
	Title: Vice President

EX-99.1

EXHIBIT 99.1

La Quinta

PRESS RELEASE

Contact: Tom Ward
Investor Relations
214-492-6689
tom.ward@laquinta.com

LA QUINTA RECEIVES REQUISITE CONSENTS WITH RESPECT TO ITS TENDER OFFERS AND CONSENT
SOLICITATIONS FOR OUTSTANDING DEBT SECURITIES

     Dallas (January 9, 2006) — La Quinta Corporation (NYSE: LQI) today announced that its controlled subsidiary La Quinta Properties, Inc. had received, as of 5:00 p.m., New York City time, on January 6, 2006, tenders and consents from holders of more than a majority in aggregate principal amount of each of its outstanding 8⁷/8% Senior Notes due March 15, 2011, its outstanding 7% Senior Notes due August 15, 2012, its outstanding 7% Notes due August 15, 2007 and its outstanding 7.27% Medium Term Notes due February 26, 2007 and 7.33% Medium Term Notes due April 1, 2008 (collectively, the “Notes”) in connection with its cash tender offers and consent solicitations for the Notes. The tender offers and consent solicitations are being conducted in connection with the previously announced agreement of La Quinta Corporation and La Quinta Properties, Inc. to merge with affiliates of The Blackstone Group.

     It is expected that La Quinta Properties, Inc. will execute as soon as practicable supplemental indentures to the indentures governing the Notes to eliminate substantially all of the restrictive covenants contained in such indentures and the Notes (except for certain covenants related to asset sales and change of control offers), as well as certain events of default and modify covenants regarding mergers to permit mergers with limited liability companies and provisions regarding defeasance and/or satisfaction and discharge to eliminate certain conditions, as well as modify or eliminate certain other provisions contained in such indentures and the Notes. Although the supplemental indentures will be executed as soon as practicable, the amendments will not become operative until immediately prior to the mergers and provided that all validly tendered Notes are accepted for purchase pursuant to the tender offers upon consummation of the mergers.

     Notes may be tendered pursuant to the tender offers until 8:00 a.m., New York City time, on Wednesday, January 25, 2006 (the “Offer Expiration Date”), or such later date and time to which the Offer Expiration Date is extended or earlier terminated. Holders who validly tender Notes after 5:00 p.m., New York City time, on Friday, January 6, 2006 but prior to the Offer Expiration Date will not receive the consent payment of $30.00 per $1,000 principal amount of Notes.

     This press release is neither an offer to purchase nor a solicitation of an offer to sell any securities. The tender offers are being made only pursuant to the Offer to Purchase and Consent Solicitation Statement dated December 20, 2005 and the related Consent and Letter of Transmittal, as the same may be amended from time to time. Persons with questions regarding the tender offers or the consent solicitations should contact Bear, Stearns & Co. Inc. and Morgan Stanley & Co. Incorporated who are the Dealer Managers for the tender offers and Solicitation Agents for the consent solicitations at (877) 696-BEAR (toll-free) and (800) 624-1808 (toll-free), respectively. The documents relating to the tender offers and consent

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solicitations may be obtained from D.F. King & Co., Inc., the Information Agent, which can be contacted at (212) 269-5550 (for banks and brokers only) or (888) 644-5854 (for all others toll-free).

This release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell the Notes. The offer to buy the Notes is only being made pursuant to the tender offer and consent solicitation documents, including the Offer to Purchase and Consent Solicitation Statement and the related Consent and Letter of Transmittal. The tender offers and consent solicitations are not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the tender offers or consent solicitations are required to be made by a licensed broker or dealer, they shall be deemed to be made by Bear, Stearns & Co. Inc. or Morgan Stanley & Co. Incorporated on behalf of La Quinta Properties.

About La Quinta
La Quinta Corporation and its controlled subsidiary, La Quinta Properties, Inc. is one of the largest owner/operators of limited-service hotels in the United States. Based in Dallas, Texas, the Company owns and operates 360 hotels and franchises more than 240 hotels in 39 states under the La Quinta Inns, La Quinta Inn & Suites^®, Baymont Inn & Suites^®, Woodfield Suites^® and Budgetel^® brands.

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