WINSTON HOTELS, INC.,a North Carolina corporation,General Partner /s/ Joseph V. Green Joseph V. Green President and Chief Financial Officer
EX-10.1 2 g04229exv10w1.htm EX-10.1 EX-10.1
EXHIBIT 10.1
AMENDMENT NO. 9 TO SECOND AMENDED
AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
OF
WINN LIMITED PARTNERSHIP
AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
OF
WINN LIMITED PARTNERSHIP
This Amendment No. 9 (this Amendment) to Second Amended and Restated Agreement of Limited Partnership of WINN Limited Partnership dated July 11, 1997, as amended (the Partnership Agreement) is entered into as of May 9, 2006, by Winston Hotels, Inc., the general partner (the General Partner) of WINN Limited Partnership (the Partnership). All capitalized terms used herein and not otherwise defined shall have the meanings given them in the Partnership Agreement.
WHEREAS, the General Partner desires to amend Exhibit A to the Partnership Agreement as set forth below.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Partnership Agreement is hereby amended as follows:
1. | Amendment. Exhibit A to the Partnership Agreement is hereby deleted in its entirety and replaced with the Exhibit A attached hereto. | ||
2. | Ratification. Except as modified by this Amendment, the Partnership Agreement remains in full force and effect. All references to the Partnership Agreement shall refer to the Partnership Agreement as amended by this Amendment. | ||
3. | Counterparts. This Amendment may be executed in multiple counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument. |
IN WITNESS WHEREOF, the foregoing Amendment No. 9 to Second Amendment and Restated Agreement of Limited Partnership of WINN Limited Partnership has been signed and delivered as of the date first set forth above by the undersigned, as General Partner of the Partnership.
WINSTON HOTELS, INC., a North Carolina corporation, General Partner | ||||||
/s/ Joseph V. Green | ||||||
Joseph V. Green | ||||||
President and Chief Financial Officer |
EXHIBIT A
Common Units
Partner and | Percentage | |||||||
Address | Interest | |||||||
Winn Limited Partnership | ||||||||
General Partner: | ||||||||
Winston Hotels, Inc. | 95.38 | % | ||||||
2626 Glenwood Avenue, Suite 200 | ||||||||
Raleigh, NC 27608 | ||||||||
Limited Partners: | ||||||||
Charles M. Winston | 0.38 | % | ||||||
Winston Hotels, Inc. | ||||||||
2626 Glenwood Avenue, Suite 200 | ||||||||
Raleigh, NC 27608 | ||||||||
Cary Suites, Inc. | 3.62 | % | ||||||
2626 Glenwood Avenue, Suite 200 | ||||||||
Raleigh, NC 27608 | ||||||||
Charles M. Winston | 15.7347 | % | ||||||
Florence B. Winston | 15.7347 | % | ||||||
Robert W. Winston, III | 29.0410 | % | ||||||
Tracy L. Winston | 20.8268 | % | ||||||
Marion T. Winston | 0.7275 | % | ||||||
Watts Trust | 4.4838 | % | ||||||
Tracys Trust | 4.4838 | % | ||||||
Millers Trust | 4.4838 | % | ||||||
Spencers Trust | 4.4838 | % | ||||||
WJS Associates-Perimeter II, Inc. | 0.39 | % | ||||||
2626 Glenwood Avenue, Suite 200 | ||||||||
Raleigh, NC 27608 | ||||||||
Charles Winston, Partner | 33.3334 | % | ||||||
Earl Johnson, Jr. | 33.3333 | % | ||||||
Paul Barringer, II | 33.3334 | % | ||||||
Hubbard Realty of Winston-Salem, Inc. | 0.23 | % | ||||||
85 South Stratford Rd. | ||||||||
Winston-Salem, NC 27103 | ||||||||
Lewis E. Hubbard | 32.48 | % | ||||||
Emma B. Hubbard | 33.81 | % | ||||||
Lewis E. Hubbard, Jr. | 11.24 | % | ||||||
Bruce R. Hubbard | 11.24 | % | ||||||
Beverly H. Godfrey | 11.23 | % | ||||||
Partner and | Percentage | |||||||
Address | Interest | |||||||
Winn Limited Partnership | ||||||||
27,529,359 | 100.00 | % |
Series A Preferred Units
Percentage | ||||||
Partner and Address | Interest | |||||
Winston Hotels, Inc. | ||||||
2626 Glenwood Avenue, Suite 200 | ||||||
Raleigh, NC 27608 | 100 | % |