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 1/4% Senior Notes due 2004 (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 by 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 1/4% Senior Notes due 2004
Limit of aggregate
principal amount: $100,000,000
Principal
Payment Date: March 15, 2004
Interest: 7 1/4% per annum, accruing from
March 11, 1996, payable on
March 15 and September 15 of
each year to holders of record
on the next preceding March 1
or September 1, commencing
September 15, 1996.
Place of
Payment of
Principal,
premium and
interest: New York, New York
Redemption At the option of the Company, in whole or
in part, at any time, at a price equal to
the greater of (i) 100% of the principal
amount and (ii) the sum of the present
values of the remaining scheduled payments
of principal and interest thereon
discounted to the date of redemption on a
semiannual bases at the Treasury Yield (as
defined in the form of the Securities attached
hereto as Exhibit A) plus 12.5 basis points,
plus in each case accrued interest to the
date of redemption.
6. The form and terms of the Securities have been established in
compliance with the Indenture.
Dated: March 6, 1996
LA QUINTA INNS, INC.
By: /s/ Gary L. Mead
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Name: Gary L. Mead
Title: President and Chief
Executive Officer
By: /s/ Michael A. Depatie
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Name: Michael A. Depatie
Title: Senior Vice President-Finance
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