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EXHIBIT 4.1
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
"Issuer") and U.S. Trust Company of Texas, N.A., as Trustee (the "Trustee"),
the undersigned officers of the Issuer do hereby certify as follows in
connection with the issuance from time to time under the Indenture of the
Issuer's Medium-Term Notes due more than nine months from date of issue (the
"Notes"), with an aggregate initial public offering price not to exceed
$300,000,000:
1. In our opinion, when all of the terms of the Notes
have been established in conformity with the Indenture, all conditions
precedent under the Indenture to the issuance and authentication of the Notes
and the delivery of the Notes by the Issuer shall 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 preparation of the forms of the Notes
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 forms of the Notes are attached hereto as
Exhibits A-1 and A-2.
6. The form and the terms of the Notes have been
established in compliance with the Indenture.
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Dated: October 7, 1997
Very truly yours,
LA QUINTA INNS, INC.
By: /s/ Irene C. Primera
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Name: Irene C. Primera
Title: Vice President and
Controller
By: /s/ Michael Moline
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Name: Michael Moline
Title: Assistant Secretary
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