NINTH SUPPLEMENTAL INDENTURE

  Exhibit 4.3

          NINTH SUPPLEMENTAL INDENTURE, dated as of January 9, 2006 (this “Supplemental Indenture”), to the Indenture dated as of July 26, 1995 (the “Indenture”), between La Quinta Properties, Inc., a Delaware corporation (as successor to Meditrust, a Massachusetts business trust) (the “Company”) and U.S. Bank Trust National Association (as successor to Fleet National Bank), as trustee (the “Trustee”).

W I T N E S S E T H:

          WHEREAS, the Company and the Trustee have heretofore executed and delivered the Indenture, and the Company and the Trustee have heretofore executed and delivered the supplemental indentures pursuant to which the Company has issued a variety of debt securities, all of which have been redeemed except for the Company’s 7% Notes due 2007 (the “Notes”), which Notes were issued pursuant to the Fifth Supplemental Indenture dated as of August 15, 1997 (the “Fifth Supplemental Indenture”);

          WHEREAS, Section 9.02 of the Indenture provides that the Company, when authorized by a resolution of its Board of Directors, and the Trustee may, with the requisite consents of the holders, enter into a supplemental indenture for the purpose of amending certain provisions of the Indenture as previously amended and supplemented;

          WHEREAS, the Company has offered to purchase for cash any and all of the outstanding Notes upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement, dated December 20, 2005 (as the same may be amended or supplemented from time to time, the “Statement”), and in the related Consent and Letter of Transmittal (as the same may be amended or supplemented from time to time, together with the Statement, the “Offer”), from each Holder of such Notes;

          WHEREAS, the Offer is conditioned upon, among other things, certain amendments to the Indenture, the Fifth Supplemental Indenture and to the Notes set forth in Article Two and Article Three of this Supplemental Indenture (the “Amendments”) having been approved by Holders of at least a majority of the outstanding principal amount of the Notes (and a supplemental indenture in respect thereof having been executed and delivered), provided that the Amendments will not become operative until immediately prior to the Mergers (as defined in the Statement) and provided all validly tendered Notes are accepted for purchase pursuant to the Offer upon consummation of the Mergers (the “Acceptance”);

          WHEREAS, the Company has received and delivered to the Trustee the consents from Holders of a majority of the outstanding principal amount of the Notes to effect the Amendments;

          WHEREAS, the Company has been authorized by a resolution of its Board of Directors to enter into this Supplemental Indenture; and

          WHEREAS, all acts, conditions, proceedings and requirements necessary to make this Supplemental Indenture a valid, binding and legal agreement enforceable in accordance with its terms for the purposes expressed herein, in accordance with its terms, have been duly done and performed;

          NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein, and for other good and valuable cons