Exhibit 10.7
AMENDMENT NO. 6 TO THE SECOND AMENDED
AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
OF
WINN LIMITED PARTNERSHIP
This Amendment No. 6 (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 April 2, 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, additional Partnership Units were issued to the General
Partner on April 2, 2002 upon the contribution by the General Partner of the
proceeds of the issuance and sale of an additional 3,162,500 REIT Shares through
a secondary public offering of its Common Shares;
WHEREAS, additional Partnership Units were issued to the General
Partner on January 1, 2002 in connection with the issuance of 33,000 Common
Shares to employees of the General Partner pursuant to the General Partner's
Stock Incentive Plan;
WHEREAS, it is desirable to amend Exhibit A to the Partnership
Agreement to reflect such transactions;
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 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 3,162,500 REIT Shares through
a secondary public offering of its Common Shares and the issuance of 33,000
Common Shares to employees of the General Partner pursuant to the General
Partner's Stock Incentive Plan.
IN WITNESS WHEREOF, the foregoing Amendment No. 6 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 May,
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
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Title: Vice President
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EXHIBIT A
April 2, 2002
(Table below reflects the issuance of additional Partnership Units on account
of the issuance of 3,162,500 REIT Shares through a secondary public offering of
the General Partners' Common Shares completed on April 2, 2002 and the issuance
of 33,000 Common Shares to employees of the General Partner pursuant to the
General Partner's Stock Incentive Plan)
COMMON UNITS
PARTNER AND PARTNERSHIP PERCENTAGE
ADDRESS UNITS INTEREST
------------ ----------- ----------
GENERAL PARTNER:
Winston Hotels, Inc. 20,120,034 93.94%
2209 Century Drive
Raleigh, NC 27612
LIMITED PARTNERS:
Charles M. Winston
Winston Hotels, Inc. 105,643 0.49%
2209 Century Drive
Raleigh, NC 27612
Cary Suites, Inc. 1,019,524 4.76%
2209 Century Drive
Raleigh, NC 27612
WJS Associates-Perimeter II, Inc. 109,516 0.51%
2209 Century Drive
Raleigh, NC 27612
Hubbard Realty of Winston-Salem, Inc. 63,797 0.30%
85 South Stratford Rd.
Winston-Salem, NC 27103
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21,418,514 100.00%
SERIES A PREFERRED UNITS
PARTNER AND ADDRESS PARTNERSHIP UNITS
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Winston Hotels, Inc. 3,000,000
2209 Century Drive
Raleigh, NC 27612