0001047469-04-007829 Sample Contracts

Amendment No. 1 to Deposit Agreement
Deposit Agreement • March 15th, 2004 • La Quinta Properties Inc • Hotels & motels • New York

Amendment No. 1, dated as of December 24, 2003 ("Amendment No. 1") to the Deposit Agreement, dated as of June 17, 1998 (the "Deposit Agreement"), among La Quinta Properties, Inc. (f/k/a Meditrust Corporation), a Delaware corporation (the "Corporation"), and American Stock Transfer & Trust Corporation, as successor to State Street Bank and Trust Corporation, as Depositary (the "Depositary").

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EXCHANGE AGREEMENT
Exchange Agreement • March 15th, 2004 • La Quinta Properties Inc • Hotels & motels • Delaware

THIS EXCHANGE AGREEMENT (this "Agreement") is made as of December 30, 2003, by and among La Quinta Properties, Inc., a Delaware corporation (the "Company"), and Debra L. Herman (the "Exchanging Stockholder").

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 15th, 2004 • La Quinta Properties Inc • Hotels & motels • Delaware

This Registration Rights Agreement (the "Agreement") is made and entered into as of December 30, 2003, by and between La Quinta Properties, Inc., a Delaware corporation (the "Company") and Debra L. Herman (the "Holder").

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