Exhibit 10.2

Execution Copy

FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT

FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (this “ Amendment ”), dated as of September 3, 2004, by and between La Quinta Corporation, a Delaware corporation (“ Buyer ”), and each of the other signatories to this Amendment, each of which is a wholly-owned direct or indirect subsidiary of The Marcus Corporation.  Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Original Asset Purchase Agreement (as defined below).

WHEREAS, Buyer, the Marcus Entities and, for limited specified purposes, The Marcus Corporation, have entered into that certain Asset Purchase Agreement, dated as of July 14, 2004 (the “ Original Asset Purchase Agreement ” and, as amended by this Amendment, the “ Asset Purchase Agreement ”); and

WHEREAS, the parties hereto desire to amend certain provisions of the Original Asset Purchase Agreement, pursuant to Section 17.5 thereof, for certain purposes as fully set forth herein.

NOW THEREFORE, in consideration of the representations, warranties, covenants and agreements contained in this Amendment and the Original Asset Purchase Agreement, the parties hereby agree as follows:

1.              Amendments of Schedules .  The Schedules to the Asset Purchase Agreement are hereby amended and restated in the manner indicated by the Schedules attached hereto, which Schedules have been marked to show the modifications to the Schedules attached to the Original Asset Purchase Agreement.

2.              Real Property Fee Owners .  Since the date of the Original Asset Purchase Agreement, the Marcus Entities have determined that some of the real estate underlying several of the Baymont Hotels was owned by Affiliates of the Marcus Entities and other such real estate was titled in the name of partnerships that have been dissolved prior to the date hereof, including Marcus-Anderson Partnership.  For all purposes of the Asset Purchase Agreement, including, without limitation, the definitions of “Purchased Assets,” and “Owned Real Property” and the representations, warranties, covenants and agreements of the Marcus Entities contained in the Asset Purchase Agreement, the entities listed as owning the Properties as set forth on Schedule 1.1(a)(i) attached to this Amendment shall be treated as having owned the Properties on July 14, 2004 and Schedule 1.1(a)(i) attached to this Amendment shall be treated as having been in full force and effect on July 14, 2004.

3.              Marcus Entities .  The parties hereto acknowledge that (a) Marcus-Anderson Partnership erroneously executed the Original Asset Purchase Agreement and (b) each of Woodfield Refreshments of Colorado, Inc., Woodfield Refreshments of Ohio, Inc. and Woodfield Refreshments, Inc., each of which owns the alcoholic beverage inventory relating to

liquor operations and is the licensee with respect to liquor operations at certain Woodfield Hotels, inadvertently failed to execute the Original Asset Purchase Agreement.  By executing this Amendment, each of Woodfield Refreshments of Colorado, Inc., Woodfield Refreshments of Ohio, Inc. and Woodfield Refreshments, Inc. hereby agrees to be treated as a party to the Asset Purchase Agreement and the parties hereto agree that such entities shall be included in the definition of “Marcus Entity” for all purposes in the Asset Purchase Agreement, including, without limitation, the representations, warranties, covenants and agreements of the Marcus Entities contained in the Asset Purchase Agreement, as if each such entity had executed the Original Asset Purchase Agreement.  The definition of the term “Marcus Entities” in the Asset Purchase Agreement is hereby further amended and restated in its entirety such that it excludes Marcus-Anderson Partnership and includes all of and only the signatories to this Amendment.

4.              Alcoholic Beverage Inventory .  Prior to the date hereof, Baymont Inns Hospitality, LLC conveyed (a) the then-existing alcoholic beverage inventory relating to liquor operations at the Woodfield Hotel located in Greenwood Village, Colorado to Woodfield Refreshments of Colorado, Inc., (b) the then-existing alcoholic beverage inventory relating to liquor operations at the Woodfield Hotel located in Sharonville, Ohio to Woodfield Refreshments of Ohio, Inc. and (c) the then-existing alcoholic beverage inventory relating to liquor operations at the Woodfield Hotels located in Appleton, Wisconsin, Glendale, Wisconsin and Madison, Wisconsin to Woodfield Refreshments, Inc.  The parties hereby agree that, notwithstanding any provisions of the Asset Purchase Agreement to the contrary, the then-existing alcoholic beverage inventory relating to liquor operations at the Woodfield Hotels, other than the Woodfield Hotels located in Greenwood Village, Colorado and San Antonio, Texas, will be transferred by the applicable Marcus Entity to Buyer, or its designee pursuant to Section 17.2(a) of the Asset Purchase Agreement, after the Closing Date pursuant to separate Bills of Sale to be executed by such entities at such time that Buyer, or its designee, obtains the appropriate license with respect to the sale of such then-existing alcoholic beverage inventory.  Subject only to the timing of the transfers contemplated by the preceding sentence, the then-existing alcoholic beverage inventory relating to liquor operations at all of the Woodfield Hotels shall be included within the definitions of Purchased Assets and Inventory for all purposes of the Asset Purchase Agreement.

5.              Mark Antell Partnership License Agreement .

The parties hereby agree that notwithstanding any provisions of the Asset Purchase Agreement to the contrary, including, without limitation, Section 14.16 and Section 3.3(a)(ii) , the License Agreement relating to the Property held by the Mark Antell Partnership shall be in the form dated as of September 2, 2004.

6.              Accounts Receivable .

(a)            Section 1.1 of the Asset Purchase Agreement is hereby amended by adding the following Section 1.1(r) :

“1.1(r)      Hotel Accounts Receivable .  The Marcus Entities’ and the Selling Joint Ventures’ rights, title and interest in and to all Accounts Receivable (the “ Purchased Accounts Receivable ”) as of the Closing Date, which exclude any

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Accounts Receivable relating solely to the franchising operations of the Baymont Business.”

(b)            Section 1.2(k) of the Asset Purchase Agreement is hereby amended and restated by deleting it in its entirety and substituting the following:

“1.2(k)     Franchise Accounts Receivable .  The Marcus Entities’ and Selling Joint Ventures’ rights, title and interest in and to all Accounts Receivable other than the Purchased Accounts Receivable.”

(c)            Section 3.1 of the Asset Purchase Agreement is hereby amended by adding the following immediately prior to the semicolon in the first sentence of such Section: “, plus eighty-five percent (85%) of the aggregate dollar amount of the Purchased Accounts Receivable.”

7.              Bills of Sale; Assignment and Assumption Agreements .

(a)            The following shall be added to the Asset Purchase Agreement as Section 2.3 :

“2.3          Effect of Other Documents on Allocation of Liabilities .  Since the date hereof, the parties hereto have sent certain documents to third parties describing their relative responsibilities for amounts owed to such third parties.  The parties acknowledge and agree that such descriptions were intended to be informative and that such descriptions shall not have any effect upon either the Assumed Liabilities or Excluded Liabilities or any other provision of this Agreement.”

(b)            The parties hereby agree that the bills of sale and assignment and assumption agreements relating to the transfer of rights, title and interest in and to the Owned Personal Property and Inventory, Assigned Contracts, Assigned Licenses and Permits, general intangibles described in Section 1.1(q) of the Purchase Agreement and any other Purchased Assets (collectively, the “ Escrow Property Purchased Assets ”) located at or relating solely to the operations of the Baymont Hotels located in Auburn, Massachusetts, Cleveland, Ohio and Bloomington, Minnesota and the Woodfield Hotel located in Sharonville, Ohio (the “ Escrowed Properties ”), shall exclude the Escrow Property Purchased Assets unless and until such time that title to such Escrowed Properties are conveyed to Buyer pursuant to the terms of the Purchase Agreement.

8.              Joint Ventures .  The parties hereby agree that, effective as of the Closing, the management agreement between each of Baymont Inns, Inc. and each Selling Joint Venture shall be terminated pursuant to separate Termination of Management Agreements related to each such management agreement for the consideration provided for in the Original Purchase Agreement rather than being transferred to Buyer as provided for in the Original Purchase Agreement.

9.              Employee Matters .

(a)            The parties hereby agree that notwithstanding any provisions of the Asset Purchase Agreement to the contrary, including, without limitation, Section 6.1(a) , Buyer

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will assume the obligations for paying all of the severance payments described on Appendix A to the Marcus employees listed on Appendix A (the “ Severance Payments ”), and Buyer shall receive a credit from the Marcus Entities for sixty percent (60%) of the amount of such Severance Payments against the Purchase Price at the time of Closing in accordance with the second sentence of Section 12.3(b) of the Asset Purchase Agreement, except for the Severance Payment to the single employee so-designated on Appendix A (for which Buyer shall receive a credit for fifty percent (50%) of the amount of the applicable Severance Payment).  Buyer shall make the actual severance payments to such employees on the dates or after the periods of temporary employment indicated on Appendix A .  In the event that any of the employees listed on Appendix A do not qualify for their severance payment pursuant to the terms of their respective employment letter agreements as initially entered into, then Buyer shall reimburse the Marcus Entities for the amount of the credit Buyer received at Closing that was attributable to the Severance Payment to which such employee would otherwise have been entitled.  Buyer shall obtain a release from each employee set forth on Appendix A in accordance with the letter agreements entered into with each such employee, respectively.  Buyer shall promptly reimburse the Marcus Entities for fifty percent (50%) of the out-of-pocket fees and expenses associated with providing outplacement services to the employees set forth on Appendix A .

(b)            The parties hereby agree that notwithstanding any provisions of the Asset Purchase Agreement to the contrary, including, without limi