EX-10.2



 






EXHIBIT 10.2




AMENDMENT NO. 10 TO THE SECOND AMENDED

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)




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