Exhibit 10(w)
LA QUINTA INNS, INC.
OFFICERS' CERTIFICATE
Pursuant to Sections 2.2 and 10.4 of the Indenture dated as of September
15, 1995 (the "Indenture"), between La Quinta Inns, Inc. (the "Company") and
U.S. Trust Company of Texas, N.A., as Trustee (the "Trustee"), the undersigned
officers of the Company do hereby certify as follows in connection with the
issuance of the Company's 7.4% Senior Notes due 2005 (the "Securities") under
the Indenture:
1. In our opinion, all conditions precedent under the Indenture to
the issuance and authentication of the Securities and the
delivery of the Securities to the Company have been complied
with.
2. The undersigned have read the conditions referred to in paragraph
1 above and the definitions in the Indenture relating thereto.
3. The statements of the undersigned contained herein are based upon
our participation in the issuance of the Securities and a review
of the Indenture.
4. Each of the undersigned has made such examination or
investigation as is necessary in our opinion to enable the
undersigned to express an informed opinion as to whether the
conditions referred to in paragraph 1 above have been complied
with.
5. The form of the Securities is attached hereto as Exhibit A. The
terms of the Securities are as follows:
Title: 7.40% Senior Notes due 2005
Limit of aggregate
principal amount: $100,000,000
Principal Payment Date: September 15, 2005
Interest: 7.40% per annum, accruing from September
22, 1995, payable on March 15 and
September 15 of each year to holders of
record on the next preceding March 1 or
September 1, commencing March 15, 1996.
Place of Payment of
Principal, premium and
interest: New York, New York
6. The form and terms of the Securities have been established in
compliance with the Indenture.
Dated: September 22, 1995
LA QUINTA INNS, INC.
By: /s/ Gary L. Mead By: /s/ Michael A. Depatie
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Name: Gary L. Mead Name: Michael A. Depatie
Title: President and Chief Executive Officer Title: Senior Vice President - Finance
Exhibit A
$100,000,000
Unless and until it is exchanged in whole or in part for Notes in
definitive registered form, this Note may not be transferred except as a whole
by the Depositary to the 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.
LA QUINTA INNS, INC.
7.4% Senior Note due 2005
LA QUINTA INNS, INC., a Texas corporation (the "Company", which term
includes any successor corporation under the Indenture hereinafter referred to),
for value received, hereby promises to pay to Cede & Co., or registered assigns,
at the office or agency of the Company in New York, New York, the principal sum
of 100,000,000 Dollars on September 15, 2005, in the coin or currency of the
United States, and to pay interest, semi-annually on March 15 and September 15
of each year, commencing March 15, 1996, on said principal sum at said office or
agency, in like coin or currency, at the rate per annum specified in the title
of this Note, from the March 15 or the September 15, as the case may be, next
preceding the date of this Note to which interest has been paid or duly provided
for, unless the date hereof is a date to which interest has been paid or duly
provided for, in which case from the date of this Note, or unless no interest
has been paid or duly provided for on these Notes, in which case from September
15, 1995, until payment of said principal sum has been made or duly provided
for; PROVIDED, that payment of interest may be made at the option of the Company
by check mailed to the address of the person entitled thereto as such address
shall appear on the Security register or by wire transfer as provided in the
Indenture. Notwithstanding the foregoing, if the date hereof is after March 1
or September 1, as the case may be, and before the following March 15 or
September 15, this Note shall bear interest from such March 15 or September 15;
PROVIDED, that if the Company shall default in the payment of interest due on
such March 15 or September 15, then this Note shall bear interest from the next
preceding March 15 or September 15, to which interest has been paid or duly
provided for or, if no interest has been paid or duly provided for on these
Notes, from September 15, 1995. The interest so payable on any March 15 or
September 15 will, subject to certain exceptions provided in the Indenture
referred to on the reverse hereof, be paid to the person in whose name this Note
is registered at the close of business on the March 1 or September 1, as the
case may be, next preceding such March 15 or September 15, whether or not such
day is a Business Day.
Reference is made to the further provisions of this Note set forth on the
reverse hereof. Such further provisions shall for all purposes have the same
effect as though fully set forth at this place.
This Note shall not be valid or become obligatory for any purpose until the
certificate of authentication hereon shall have been manually signed by the
Trustee under the Indenture referred to on the reverse hereof.
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IN WITNESS WHEREOF, LA QUINTA INNS, INC. has caused this instrument to be
signed manually or by facsimile by its duly authorized officers and has caused a
facsimile of its corporate seal to be affixed hereunto or imprinted hereon.
Dated: September 22, 1995
(SEAL) LA QUINTA INNS, INC.
By /s/ William C. Hammett, Jr.
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William C. Hammett, Jr.
Senior Vice President
Accounting and Administration
Attest: By /s/ Dewey W. Chambers
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Dewey W. Chambers
Vice President and Treasurer
/s/ John F. Schmutz
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John F. Schmutz
Vice President, General
Counsel and Secretary
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CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.
Dated: September 22, 1995
U.S. Trust Company of
Texas, N.A.,
as Trustee
By /s/ John Stohlmann
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Authorized Signatory
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REVERSE OF NOTE
LA QUINTA INNS, INC.
7.40% Senior Note due 2005
This Note is one of a duly authorized issue of debentures, notes, bonds or
other evidences of indebtedness of the Company (hereinafter called the
"Securities") of the series hereinafter specified, all issued or to be issued
under and pursuant to an indenture dated as of September 15, 1995 (herein called
the "Indenture"), duly executed and delivered by the Company to U.S. Trust of
Texas, N.A., as Trustee (herein called the "Trustee"), to which Indenture and
all indentures supplemental thereto reference is hereby made for a description
of the rights, limitations of rights, obligations, duties and immunities
thereunder of the Trustee, the Company and the Holders of the Securities. The
Securities may be issued in one or more series, which different series may be
issued in various aggregate principal amounts, may mature at different times,
may bear interest (if any) at different rates, may be subject to different
redemption provisions (if any), may be subject to different sinking, purchase or
analogous funds (if any) and may otherwise vary as in the Indenture provided.
This Note is one of a series designated as the 7.40% Senior Notes due 2005 of
the Company, limited in aggregate principal amount to $100,000,000.
Interest will be computed on the basis of a 360-day year of twelve 30-day
months. The Company shall pay interest on overdue principal and, to the extent
lawful, on overdue installments of interest at the rate PER ANNUM borne by this
Note. If a payment date is not a Business Day as defined in the Indenture at a
place of payment, payment may be made at that place on the next succeeding day
that is a Business Day, and no interest shall accrue for the intervening period.
In case an Event of Default with respect to the 7.40% Senior Notes due
2005, as defined in the Indenture, shall have occurred and be continuing, the
principal hereof and the interest accrued hereon, if any, may be declared, and
upon such declaration shall become, due and payable, in the manner, with the
effect and subject to the conditions provided in the Indenture.
The Indenture contains provisions which provide that, without prior notice
to any Holders, the Company and the Trustee may amend the Indenture and the
Securities of any series with the written consent of the Holders of a majority
in principal amount of the outstanding Securities of all series affected by such
supplemental indenture (all such series voting as one class), and the Holders of
a majority in principal amount of the outstanding Securities of all series
affected thereby (all such series voting as one class) by written notice to the
Trustee may waive future compliance by the Company with any provision of the
Indenture or the Securities of such series; PROVIDED that, without the consent
of each Holder of the Securities of each series affected thereby, an amendment
or waiver, including a waiver of past defaults, may not: (i) extend the stated
maturity of the principal of, or any sinking fund obligation or any installment
of interest on, such Holder's Security, or reduce the principal amount thereof
or the rate of interest thereon (including any amount in respect of original
issue discount), or any premium payable with respect thereto, or adversely
affect the rights of such Holder under any mandatory redemption or repurchase
provision or any right of redemption or repurchase at the option of such Holder,
or reduce the amount of the principal of an Original Issue Discount Security
that would be due and payable upon an acceleration of the maturity or the amount
thereof provable in bankruptcy, or change any place of payment where, or the
currency in which, any Security or any premium or the interest thereon is
payable, or impair the right to institute suit for the enforcement of any such
payment on or after the due date therefor; (ii) reduce the percentage in
principal amount of outstanding Securities of the relevant series the consent of
whose Holders is required for any such supplemental indenture, for any waiver of
compliance with certain provisions of the Indenture or certain Defaults and
their consequences provided for in the Indenture; (iii) waive a Default in the
payment of principal of or interest on any Security of such Holder; or
(iv) modify any of the provisions of the Indenture governing supplemental
indentures
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with the consent of Securityholders except to increase any such percentage or to
provide that certain other provisions of the Indenture cannot be modified or
waived without the consent of the Holder of each outstanding Security affected
thereby.
It is also provided in the Indenture that, subject to certain conditions,
the Holders of at least a majority in principal amount of the outstanding
Securities of all series affected (voting as a single class), by notice to the
Trustee, may waive an existing Default or Event of Default with respect to the
Securities of such series and its consequences, except a Default in the payment
of principal of or interest on any Security or in respect of a covenant or
provision of the Indenture which cannot be modified or amended without the
consent of the Holder of each outstanding Security affected. Upon any such
waiver, such Default shall cease to exist, and any Event of Default with respect
to the Securities of such series arising therefrom shall be deemed to have been
cured, for every purpose of the Indenture; but no such waiver shall extend to
any subsequent or other Default or Event of Default or impair any right
consequent thereto.
The Indenture provides that a series of Securities may include one or more
tranches (each a "tranche") of Securities, including Securities issued in a
periodic offering. The Securities of different tranches may have one or more
different terms, including authentication dates and public offering prices, but
all the Securities within each such tranche shall have identical terms,
including authentication date and public offering price. Notwithstanding any
other provision of the Indenture, subject to certain exceptions, with respect to
sections of the Indenture concerning the execution, authentication and terms of
the Securities, redemption of the Securities, Events of Default of the
Securities, defeasance of the Securities and amendment of the Indenture, if any
series of Securities includes more than one tranche, all provisions of such
sections applicable to any series of Securities shall be deemed equally
applicable to each tranche of any series of Securities in the same manner as
though originally designated a series unless otherwise provided with respect to
such series or tranche pursuant to a board resolution or a supplemental
indenture establishing such series or tranche.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium and interest
on this Note in the manner, at the place, at the respective times, at the rate
and in the coin or currency herein prescribed.
The Notes are issuable initially only in registered form without coupons in
denominations of $1,000 and any multiple of $1,000 at the office or agency of
the Company in the Borough of Manhattan, The City of New York, and in the manner
and subject to the limitations provided in the Indenture, but, without the
payment of any service charge, Notes may be exchanged for a like aggregate
principal amount of Notes of other authorized denominations.
This Note will not be redeemable at the option of the Company prior to
maturity.
Upon due presentment for registration of transfer of this Note at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, a new Note or Notes of authorized denominations for an equal aggregate
principal amount will be issued to the transferee in exchange therefor, subject
to the limitations provided in the Indenture, without charge except for any tax
or other governmental charge imposed in connection therewith.
The Company, the Trustee and any agent of the Company or the Trustee may
deem and treat the registered Holder hereof as the absolute owner of this Note
(whether or not this Note shall be overdue and notwithstanding any notation of
ownership or other writing hereon), for the purpose of receiving payment of, or
on account of, the principal hereof and, subject to the provisions hereof,
interest hereon, and for all other purposes, and neither the Company nor the
Trustee nor any agent of the Company or the Trustee shall be affected by any
notice to the contrary.
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No recourse under or upon any obligation, covenant or agreement of the
Company in the Indenture or any indenture supplemental thereto or in any Note,
or because of any indebtedness evidenced thereby, shall be had against any
incorporator, shareholder, officer or director, as such, past, present, or
future, of the Company or of any successor corporation, either directly or
through the Company or any successor corporation, under any rule of law, statute
or constitutional provision or by the enforcement of any assessment or by any
legal or equitable proceeding or otherwise, all such liability being expressly
waived and released by the acceptance hereof and as part of the consideration
for the issue hereof.
Terms used herein which are defined in the Indenture shall have the
respective meanings assigned thereto in the Indenture.
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FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
[PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE]
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[PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE]
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the within Note and all rights thereunder, hereby
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irrevocably constituting and appointing such person attorney
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to transfer such Note on the books of the Issuer, with full
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power of substitution in the premises.
Dated:
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NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within Note in every particular without
alteration or enlargement or any change whatsoever.
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