0000912057-02-010227 Sample Contracts

LA QUINTA INNS, INC. as the Company and U.S. TRUST COMPANY OF TEXAS, N.A. as Trustee
Indenture • March 18th, 2002 • La Quinta Properties Inc • Hotels & motels • New York

INDENTURE, dated as of September 15, 1995, between La Quinta Inns, Inc., a Texas corporation, as the Company, and U.S. Trust Company of Texas, N.A., a national banking association, as Trustee.

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TRADEMARK LICENSE AGREEMENT
Trademark License Agreement • March 18th, 2002 • La Quinta Properties Inc • Hotels & motels

This Trademark License Agreement (the “License Agreement”) is made as of December 31, 2001 (the “Effective Date”), in duplicate originals, and is by and between La Quinta Properties, Inc., a Delaware corporation, having an office and place of business at 909 Hidden Ridge, Suite 600, Irving, Texas 75038 (“Licensor”) and La Quinta Franchise, LLC, a Nevada limited liability company, having an office and place of business at 101 Convention Center Drive, Suite 850, Las Vegas, Nevada 89109 (“Licensee”).

FORM OF RESTRICTED PAIRED SHARE AWARD AGREEMENT UNDER THE LA QUINTA CORPORATION
Restricted Paired Share Award Agreement • March 18th, 2002 • La Quinta Properties Inc • Hotels & motels

Pursuant to the La Quinta Corporation 2002 Stock Option and Incentive Plan (the “Plan”) as amended through the date hereof, La Quinta Corporation (the “Company”) hereby grants a Restricted Paired Share Award (an “Award”) to the Grantee named above. Upon acceptance of this Award, the Grantee shall receive the number of shares of common stock of the Company, par value $0.01 per share, and shares of Class B common stock of La Quinta Properties, Inc., par value $0.01 per share, which are paired and traded as one unit (“Paired Shares”) specified above, subject to the restrictions and conditions set forth herein and in the Plan (the “Restricted Paired Shares”).

SUBLICENSE AGREEMENT
Sublicense Agreement • March 18th, 2002 • La Quinta Properties Inc • Hotels & motels • Delaware

This Sublicense Agreement (the “Agreement”) is made as of December 31, 2001 (the “Effective Date”), in duplicate originals, and is by and between La Quinta Franchise, LLC, a Nevada limited liability company, having an office and place of business at 101 Convention Center Drive, Suite 850, Las Vegas, Nevada 89109 (“Sublicensor”) and La Quinta Inns, Inc., a Delaware corporation, having an office and place of business at 909 Hidden Ridge, Suite 600, Irving, Texas 75038 (“Sublicensee”).

LA QUINTA EXECUTIVE SUPPLEMENTAL RETIREMENT AGREEMENT
Executive Supplemental Retirement Agreement • March 18th, 2002 • La Quinta Properties Inc • Hotels & motels • Texas

This EXECUTIVE SUPPLEMENTAL RETIREMENT AGREEMENT is dated as of November 1, 2001, by and among LA QUINTA CORPORATION (the "Company"), LA QUINTA PROPERTIES, INC. (the "REIT") (the Company and the REIT will be referred to herein jointly as the "Employer") and FRANCIS W. CASH, an individual residing in Colleyville, Texas (the "Executive").

SECOND AMENDED AND RESTATED TRADEMARK LICENSE AGREEMENT
Trademark License Agreement • March 18th, 2002 • La Quinta Properties Inc • Hotels & motels • Delaware

This Second Amended and Restated Trademark License Agreement (“Agreement”) is entered into as of the 31st day of December, 2001 (the “Effective Date”), by and between La Quinta Worldwide, LLC, a Nevada limited liability company (successor in interest to La Quinta Properties, Inc., a Delaware corporation (“LQ Properties”) with respect to the Trademarks and the goodwill relating thereto (as defined below)) (“Licensor”) and LQC Leasing, LLC, a Delaware limited liability company (“Licensee”)

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