Amendment No. 7 to Second Amended and Restated Agreement of Limited Partnership of WINN Limited Partnership

Contract Categories: Business Formation › Limited Partnership Agreements
Summary

This amendment updates the partnership agreement for WINN Limited Partnership to reflect the issuance of additional partnership units to Winston Hotels, Inc., the general partner. The new units were issued after Winston Hotels, Inc. contributed proceeds from a public offering of 6,037,500 shares of its common stock. The amendment replaces Exhibit A of the agreement with a new version showing the updated ownership percentages and unit allocations among the partners as of October 10, 2003.

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EX-10.1 3 g85675exv10w1.txt EX-10.1 AMENDMENT NO. 7 EXHIBIT 10.1 AMENDMENT NO. 7 TO THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WINN LIMITED PARTNERSHIP This Amendment No. 7 (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 October 10, 2003, 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 October 10, 2003 upon the contribution by the General Partner of the proceeds of the issuance and sale of an additional 6,037,500 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 6,037,500 REIT Shares through a follow-on public offering of its Common Stock. IN WITNESS WHEREOF, the foregoing Amendment No. 7 to the Second Amendment and Restated Agreement of Limited Partnership Agreement of WINN Limited Partnership has been signed and delivered as of this 10th day of October, 2003, by the undersigned as General Partner of the Partnership. WINSTON HOTELS, INC., General Partner By: /s/ Brent V. West ----------------- Name: Brent V. West ------------- Title: Vice President and Chief Accounting Officer EXHIBIT 1 EXHIBIT A October 10, 2003 (Table below reflects the issuance of additional Partnership Units on account of the issuance of 6,037,500 REIT Shares through a follow-on public offering of the General Partner's Common Stock completed on October 10, 2003) COMMON UNITS
PARTNER AND PARTNERSHIP PERCENTAGE ADDRESS UNITS INTEREST ------- ----- -------- GENERAL PARTNER: Winston Hotels, Inc. 26,230,879 95.28% 2209 Century Drive Raleigh, NC 27612 LIMITED PARTNERS: Charles M. Winston Winston Hotels, Inc. 105,643 0.39% 2209 Century Drive Raleigh, NC 27612 Cary Suites, Inc. 1,019,524 3.70% 2209 Century Drive Raleigh, NC 27612 WJS Associates-Perimeter II, Inc. 109,516 0.40% 2209 Century Drive Raleigh, NC 27612 Hubbard Realty of Winston-Salem, Inc. 63,797 0.23% 85 South Stratford Rd Winston-Salem, NC 27103 ---------- ------ 27,529,359 100.00%
SERIES A PREFERRED UNITS
PARTNER AND PARTNERSHIP PERCENTAGE ADDRESS UNITS INTEREST ------- ----- -------- Winston Hotels, Inc. 3,000,000 100% 2626 Glenwood Avenue, Suite 200 Raleigh, NC 27608