EXHIBIT 4.2
CUSIP:
No. 504195ADO $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 1/4% Senior Note due 2004
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 March 15, 2004, 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 September 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 March 11, 1996, 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 March 11, 1996. 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.
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:
(SEAL) LA QUINTA INNS, INC.
By________________________________
Attest: By________________________________
________________________
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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: U.S. Trust Company of
Texas, N.A.,
as Trustee
By________________________________
Authorized Signatory
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REVERSE OF NOTE
LA QUINTA INNS, INC.
7 1/4% Senior Note due 2004
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 1/4% Senior Notes due 2004 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 1/4% Senior Notes
due 2004, 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
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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 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.
The Notes will be redeemable as a whole or in part, at the option of
the Company at any time, at a redemption price equal to the greater of (i) 100%
of their principal amount or (ii) the sum of the present values of the remaining
scheduled payments of principal and interest thereon discounted to the date of
redemption (the "Redemption Date") on a semiannual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Treasury
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Yield, plus 12.5 basis points, plus in each case accrued interest to the
Redemption Date.
"Treasury Yield" means, with respect to any Redemption Date, the
rate per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such Redemption Date.
"Comparable Treasury Issue" means the United States Treasury
security selected by an Independent Investment Banker as having a maturity
comparable to the remaining term of the Notes that would be utilized, at the
time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the Notes. "Independent Investment Banker" means Morgan
Stanley & Co. Incorporated or, if such firm is unwilling or unable to select
the Comparable Treasury Issue, an independent investment banking institution
of national standing appointed by the Trustee.
"Comparable Treasury Price" means, with respect to any Redemption
Date, (i) the average of the bid and asked prices for the Comparable Treasury
Issue (expressed in each case as a percentage of its principal amount) on the
third business day preceding such Redemption Date, as set forth in the daily
statistical release (or any successor release) published by the Federal
Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations for
U.S. Government Securities" or (ii) if such release (or any successor
release) is not published or does not contain such prices on such business
day, (A) the average of the Reference Treasury Dealer Quotations for such
Redemption Date, after excluding the highest and lowest such Reference
Treasury Dealer Quotations, or (B) if the Trustee obtains fewer than four
Reference Treasury Dealer Quotations, the average of all such Quotations.
"Reference Treasury Dealer Quotations" means, with respect to each Reference
Treasury Dealer and any Redemption Date, the average, as determined by the
Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the
third business day preceding such Redemption Date.
"Reference Treasury Dealer" means each of Morgan Stanley & Co.
Incorporated, Goldman, Sachs & Co., Smith Barney Inc. and another Primary
Treasury Dealer (as defined herein) at the option of the Company; provided,
however,
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that if any of the foregoing shall cease to be a primary U.S. Government
securities dealer in New York City (a "Primary Treasury Dealer"), the Company
shall substitute therefor another Primary Treasury Dealer.
Holders of Notes to be redeemed will receive notice thereof by
first-class mail at least 30 and not more than 60 days prior to the date
fixed for redemption.
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.
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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.
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.
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.
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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]
______________________________________
____________________________________________________________
____________________________________________________________
[PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE]
____________________________________________________________
the within Note and all rights thereunder, hereby
____________________________________________________________
irrevocably constituting and appointing such person attorney
____________________________________________________________
to transfer such Note on the books of the Issuer, with full
____________________________________________________________
power of substitution in the premises.
Dated:______________________
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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