0001047469-04-029911 Sample Contracts

Exchange and Registration Rights Agreement Dated as of August 19, 2004 among La Quinta Properties, Inc., Parent Guarantor, and Lehman Brothers Inc., on behalf of the Initial Purchasers
Exchange and Registration Rights Agreement • September 29th, 2004 • La Quinta Properties Inc • Hotels & motels • New York

This Exchange and Registration Rights Agreement (this "Agreement") is made and entered into as of August 19, 2004 by and among La Quinta Properties, Inc., a Delaware corporation (the "Company"), Parent Guarantor (as defined herein) and Lehman Brothers Inc. on behalf of Banc of America Securities LLC, Wells Fargo Securities, LLC, Morgan Stanley & Co. Incorporated, CIBC World Markets Corp. and Calyon Securities (USA) Inc. (collectively, the "Initial Purchasers").

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ESCROW AGREEMENT by and among LA QUINTA PROPERTIES, INC. and LEHMAN BROTHERS INC., BANC OF AMERICA SECURITIES LLC, WELLS FARGO SECURITIES, LLC, MORGAN STANLEY & CO. INCORPORATED, CIBC WORLD MARKETS CORP., and CALYON SECURITIES (USA) INC., as Initial...
Escrow Agreement • September 29th, 2004 • La Quinta Properties Inc • Hotels & motels • New York

THIS ESCROW AGREEMENT (this "Agreement"), dated as of August 19, 2004, is made by and among LA QUINTA PROPERTIES, INC., a Delaware corporation (the "Company"), LEHMAN BROTHERS INC., BANC OF AMERICA SECURITIES LLC, WELLS FARGO SECURITIES, LLC, MORGAN STANLEY & CO. INCORPORATED, CIBC WORLD MARKETS CORP. and CALYON SECURITIES (USA) INC. (collectively, the "Initial Purchasers"), U.S. BANK TRUST NATIONAL ASSOCIATION, as trustee under the Indenture referred to below ("Trustee"), and U.S. BANK TRUST NATIONAL ASSOCIATION, as escrow agent and as securities intermediary ("Escrow Agent").

LA QUINTA PROPERTIES, INC. FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • September 29th, 2004 • La Quinta Properties Inc • Hotels & motels • New York

This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment") is dated as of July 14, 2004 and entered into by and among La Quinta Properties, Inc., a Delaware corporation ("Borrower"), La Quinta Corporation, a Delaware corporation ("Holdings"), the financial institutions listed on the signature pages hereof ("Lenders"), and Canadian Imperial Bank of Commerce, as administrative agent for Lenders ("Administrative Agent") and for purposes of Section 4 hereof, the other Loan Parties listed on the signature pages hereof, and is made with reference to that certain Amended and Restated Credit Agreement dated as of November 12, 2003 (the "Credit Agreement"), by and among Borrower, the lenders party thereto, Administrative Agent, Fleet Securities Inc., as syndication agent, and Calyon New York Branch (formerly known as Credit Lyonnais New York Branch), as documentation agent. Capitalized terms used herein without definition shall have the same meanings herein as set forth in

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