EXHIBIT 10.6
AMENDMENT NO. 5 TO THE SECOND AMENDED
AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
OF
WINN LIMITED PARTNERSHIP
This Amendment No. 5 (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 January 1, 2002, by
and among Winston Hotels, Inc. (the "General Partner") and the Limited Partners
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, on December 31, 2001, Hotel 1, Inc., Hotel II, Incorporated
and RWW, Inc. merged with and into Cary Suites, Inc.;
WHEREAS, it is desirable to amend Exhibit A to the Partnership
Agreement to reflect such mergers;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree to amend
the Partnership Agreement 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 to this Amendment reflecting the mergers of Hotel 1, Inc., Hotel II,
Incorporated and RWW, Inc. with and into Cary Suites, Inc.
IN WITNESS WHEREOF, the foregoing Amendment No. 5 to the Second
Amendment and Restated Agreement of Limited Partnership Agreement of WINN
Limited Partnership has been signed and delivered as of this 1st day of January,
2002, 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 of Finance and Controller
EXHIBIT A
January 1, 2002
(reflecting mergers of Hotel 1, Inc., Hotel II, Incorporated and RWW, Inc.
with and into Cary Suites, Inc.)
Common Units
Partner and Partnership Percentage
Address Units Interest
------- ----- --------
General Partner:
Winston Hotels, Inc. 16,924,533 92.87%
2209 Century Drive
Raleigh, NC 27612
Limited Partners:
Charles M. Winston
Winston Hotels, Inc. 105,643 .58%
2209 Century Drive
Raleigh, NC 27612
Cary Suites, Inc. 1,019,524 5.60%
2209 Century Drive
Raleigh, NC 27612
WJS Associates-Perimeter II, Inc. 109,516 .60%
2209 Century Drive
Raleigh, NC 27612
Hubbard Realty of Winston-Salem, Inc. 63,797 .35%
85 South Stratford Rd.
Winston-Salem, NC 27103
---------- -------
18,223,013 100.00%
Series A Preferred Units
Partner and Address Partnership Units
------------------- -----------------
Winston Hotels, Inc. 3,000,000
2209 Century Drive
Raleigh, NC 27612