La Quinta Corp Watch

from 10-K 3 pages Certificate of Elimination of the 9% Series B Cumulative Redeemable Convertible Preferred Stock of La Quinta Properties, Inc. (Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware)

from 10-K 1 page Amendment to the By-Laws of La Quinta Properties, Inc

from 10-K 1 page Amendment to the By-Laws of Meditrust Operating Company

from 10-K ~50 pages Amended and Restated Certificate of Incorporation of La Quinta Properties, Inc

from 10-K ~20 pages Amended and Restated Certificate of Incorporation of La Quinta Corporation

from 10-K ~50 pages Articles of Incorporation or Bylaws

from 10-K ~50 pages Articles of Incorporation or Bylaws

from 10-Q ~20 pages Certificate of Amendment

from 10-Q ~10 pages Restated Certificate of Incorporation

from 10-Q 1 page Certificate of Merger of La Quinta Inns, Inc. (A Texas Corporation) Into Meditrust Corporation (A Delaware Corporation) the Undersigned Corporation Does Hereby Certify: First: That the Name and State of Incorporation of Each of the Constituent Corporations of the Merger (The "Merger") Are as Follows: Name State of Incorporation Meditrust Corporation Delaware La Quinta Inns, Inc. Texas Second: That an Agreement and Plan of Merger (The "Merger Agreement") Dated as of January 3, 1998, as Amended, Among La Quinta Inns, Inc., Meditrust Corporation and Meditrust Operating Company Has Been Approved, Adopted, Certified, Executed and Acknowledged by Each of the Constituent Corporations in Accordance With the Requirements of Section 252 of the Delaware General Corporation Law. Third: That the Surviving Corporation of the Merger Will Be Meditrust Corporation, a Delaware Corporation. Fourth: That the Restated Certificate of Incorporation of the Surviving Corporation Shall Be Its Certificate of Incorporation. Fifth: That the Executed Merger Agreement Is on File at an Office of the Surviving Corporation, Such Office Is Located at 197 First Avenue, Suite 300, Needham, Massachusetts 02194. Sixth: That a Copy of the Merger Agreement Will Be Furnished by the Surviving Corporation, on Request and Without Cost, to Any Stockholder of Any Constituent Corporation. <page> Seventh: That the Authorized Capital Stock of La Quinta Inns, Inc. Consists of 200,000,000 Shares of Common Stock, Par Value $.10 Per Share. Eighth: That This Certificate of Merger Shall Be Effective Upon the Filing of This Certificate of Merger With the Secretary of State of the State of Delaware. [Remainder of Page Intentionally Left Blank] 2 <page> in Witness Whereof, Meditrust Corporation Has Caused This Certificate to Be Signed on Its Behalf by Its Duly Authorized Officer as of the 17th Day of July, 1998. Meditrust Corporation By: /S/ Michael S. Benjamin Name: Michael S. Benjamin Title: Senior Vice President

from 10-Q 1 page Certificate of Merger of Cobblestone Holdings, Inc. With and Into Meditrust Corporation Pursuant to Section 251 of the Delaware Corporation Law the Undersigned Corporation Organized and Existing Under and by the Virtue of the General Corporation Law of the State of Delaware, Does Hereby Certify: First: That the Name and State of Incorporation of Each of the Constituent Corporations in the Merger Is as Follows: Name State of Incorporation Cobblestone Holdings, Inc. Delaware Meditrust Corporation Delaware Second: That the Agreement and Plan of Merger Dated as of January 11, 1998, Among Meditrust Corporation ("Meditrust"), Meditrust Operating Company and Cobblestone Holdings, Inc., as Amended on March 16, 1998, Has Been Approved, Adopted, Certified, Executed and Acknowledged by Each of the Constituent Corporations in Accordance With the Requirements of Section 251 of the General Corporation Law of the State of Delaware. Third: That Meditrust Shall Be the Surviving Corporation (The "Surviving Corporation"). Fourth: That the Certificate of Incorporation of Meditrust Will Be the Certificate of Incorporation of the Surviving Corporation. Fifth: That the Executed Agreement and Plan of Merger Is on File at an Office of the Surviving Corporation. the Address of Such Office Is: Meditrust Corporation 197 First Avenue Needham Heights, Ma 02194-9127 <page> Sixth: That a Copy of the Agreement and Plan of Merger, as Amended, Will Be Furnished by the Surviving Corporation, on Request and Without Cost, to Any Stockholder of Any Constituent Corporation. (Signature Page to Follow) <page> in Witness Whereof, Meditrust Corporation Has Caused This Certificate of Merger to Be Executed by Its Duly Authorized Officer This 29th Day of May, 1998. Meditrust Corporation By: /S/ Michael S. Benjamin Name: Michael S. Benjamin Title: Senior Vice President

from S-4/A ~20 pages By-Laws of Meditrust Operating Company

from S-4/A ~20 pages By-Laws of Meditrust Corporation

from S-4/A ~20 pages Restated Cert. of Inc.- Meditrust Operating Co.

from S-4/A ~20 pages Restated Certificate of Inc. - Meditrust Corp.

from S-3 1 page Certificate of Amendment of Certificate of Incorporation of Meditrust Operating Company We, the Undersigned, Being the Duly Elected Chief Executive Officer and Secretary of Meditrust Operating Company (The "Company"), a Corporation Organized and Existing Under the Laws of the State of Delaware, Do Hereby Certify: First, That at a Meeting Held on June 12, 1997, the Board of Directors of the Company Approved a Proposed Amendment of the Certificate of Incorporation of the Company, Declaring Said Amendment to Be Advisable and Authorizing the Proposed Amendment to Be Presented to the Stockholders of the Company for Their Consideration at the Special Meeting of Shareholders Held on November 5, 1997. the Resolution Setting Forth the Proposed Amendment Is as Follows: That the Company Amend Article Eighth of Its Certificate of Incorporation by Deleting Such Article Eighth in Its Entirety. Second, That at the Special Meeting of Shareholders Held on November 5, 1997, and Pursuant to Notice Duly Given, the Holders of a Majority of the Outstanding Shares of the Company's Common Stock Voted in Favor of the Amendment. Third, That the Above-Referenced Amendment Was Duly Adopted in Accordance With the Provisions of Section 242 of the Delaware General Corporation Law, as Amended. 1 <page> in Witness Whereof, This Certificate of Amendment of Certificate of Incorporation Has Been Executed on Behalf of Meditrust Operating Company by Its Duly Authorized Officers This 5th Day of November, 1997. Meditrust Operating Company by /S/ Abraham D. Gosman Abraham D. Gosman Chief Executive Officer Attest: /S/ Michael J. Bohnen - Michael J. Bohnen Secretary -2

from S-3 1 page Certificate of Merger

from S-3 1 page Certificate of Amendment of Certificate of Incorporation of Meditrust Corporation We, the Undersigned, Being the Duly Elected President and Secretary of Meditrust Corporation (The "Company"), a Corporation Organized and Existing Under the Laws of the State of Delaware, Do Hereby Certify: First, That at a Meeting Held on June 12, 1997, the Board of Directors of the Company Approved a Proposed Amendment of the Certificate of Incorporation of the Company, Declaring Said Amendment to Be Advisable and Authorizing the Proposed Amendment to Be Presented to the Stockholders of the Company for Their Consideration at the Special Meeting of Shareholders Held on November 5, 1997. the Resolution Setting Forth the Proposed Amendment Is as Follows: That the Company Amend Article Eighth of Its Certificate of Incorporation by Deleting Such Article Eighth in Its Entirety. Second, That at the Special Meeting of Shareholders Held on November 5, 1997, and Pursuant to Notice Duly Given, the Holders of a Majority of the Outstanding Shares of the Company's Common Stock Voted in Favor of the Amendment. Third, That the Above-Referenced Amendment Was Duly Adopted in Accordance With the Provisions of Section 242 of the Delaware General Corporation Law, as Amended. <page> in Witness Whereof, This Certificate of Amendment of Certificate of Incorporation Has Been Executed on Behalf of Meditrust Corporation by Its Duly Authorized Officers This 5th Day of November, 1997. Meditrust Corporation by /S/ David F. Benson David F. Benson, Its President Attest: /S/ Michael S. Benjamin - Michael S. Benjamin Secretary -2

from S-3 1 page Certificate of Merger

from 10-K/A ~20 pages Bylaws of Santa Anita Operating Company