WINSTON HOTELS, INC.,as General Partner By: /s/ Brent V. West Name: Brent V. West Title: Vice President andChief Accounting Officer
EX-10.2 3 g04229exv10w2.htm EX-10.2 EX-10.2
EXHIBIT 10.2
AMENDMENT NO. 10 TO THE 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. 10 (the “Amendment”) to the Second Amended and Restated Agreement of Limited Partnership of WINN Limited Partnership dated July 11, 1997 (the “Partnership Agreement”) is entered into as of September 12, 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 assigned to them in the Partnership Agreement.
WHEREAS, additional Partnership Units were issued to the General Partner on August 30, 2006 upon the contribution by the General Partner of the proceeds of the issuance and sale of an additional 2,400,000 REIT Shares through a follow-on public offering of its Common Stock;
WHEREAS, it is desirable to amend Exhibit A to the Partnership Agreement to reflect such transactions;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Partnership Agreement is hereby amended as follows:
Exhibit A to the Partnership Agreement is hereby amended by substituting for the current version of such exhibit, a version in the form attached hereto as Exhibit 1 reflecting the issuance of additional Partnership Units to the General Partner upon the General Partner’s contribution of the proceeds of the issuance and sale of an additional 2,400,000 REIT Shares through a follow-on public offering of its Common Stock.
IN WITNESS WHEREOF, the foregoing Amendment No. 10 to the Second Amendment and Restated Agreement of Limited Partnership Agreement of WINN Limited Partnership has been signed and delivered as of this 12th day of September, 2006, by the undersigned as General Partner of the Partnership.
| WINSTON HOTELS, INC., as General Partner | ||||||
| By: | /s/ Brent V. West | |||||
| Name: | Brent V. West | |||||
| Title: | Vice President and Chief Accounting Officer | |||||
EXHIBIT A
September 12, 2006
(Table below reflects the issuance of additional Partnership Units on account of the
issuance of 2,400,000 REIT Shares through a follow-on public offering of the General Partner’s
Common Stock completed on August 30, 2006)
issuance of 2,400,000 REIT Shares through a follow-on public offering of the General Partner’s
Common Stock completed on August 30, 2006)
Common Units
| Partner and | Partnership | Percentage | ||||||
| Address | Units | Interest | ||||||
General Partner: | ||||||||
Winston Hotels, Inc. | 29,191,839 | 95.72 | % | |||||
2626 Glenwood Avenue, Suite 200 | ||||||||
Raleigh, NC 27608 | ||||||||
Limited Partners: | ||||||||
Charles M. Winston | ||||||||
Winston Hotels, Inc. | 105,643 | 0.35 | % | |||||
2209 Century Drive | ||||||||
Raleigh, NC 27612 | ||||||||
Cary Suites, Inc. | 1,019,524 | 3.34 | % | |||||
2209 Century Drive | ||||||||
Raleigh, NC 27612 | ||||||||
WJS Associates-Perimeter II, Inc. | 109,516 | 0.36 | % | |||||
2209 Century Drive | ||||||||
Raleigh, NC 27612 | ||||||||
Hubbard Realty of Winston-Salem, Inc. | 63,797 | 0.21 | % | |||||
85 South Stratford Rd. | ||||||||
Winston-Salem, NC 27103 | ||||||||
| 30,490,319 | 100.00 | % | ||||||
Series B Preferred Units
| Percentage | ||||||||
| Partner and Address | Partnership Units | Interest | ||||||
Winston Hotels, Inc. | 3,680,000 | 100 | % | |||||
2626 Glenwood Avenue, Suite 200 | ||||||||
Raleigh, NC 27608 | ||||||||
