EX-10.1



 





EXHIBIT 10.1




AMENDMENT NO. 9 TO SECOND AMENDED

AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

OF

WINN LIMITED PARTNERSHIP




          This Amendment No. 9 (this “Amendment”) to Second Amended and Restated Agreement of Limited
Partnership of WINN Limited Partnership dated July 11, 1997, as amended (the “Partnership
Agreement”) is entered into as of May 9, 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 given them in the Partnership Agreement.



          WHEREAS, the General Partner desires to amend Exhibit A to the Partnership Agreement
as set forth below.



          NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Partnership Agreement is hereby amended as follows:




	 	1.	 	Amendment. Exhibit A to the Partnership Agreement is hereby deleted in
its entirety and replaced with the Exhibit A attached hereto.
	 
	 	2.	 	Ratification. Except as modified by this Amendment, the Partnership Agreement
remains in full force and effect. All references to the Partnership Agreement shall refer
to the Partnership Agreement as amended by this Amendment.
	 
	 	3.	 	Counterparts. This Amendment may be executed in multiple counterparts, each of
which shall be deemed an original, and all of which, taken together, shall constitute one
and the same instrument.





          IN WITNESS WHEREOF, the foregoing Amendment No. 9 to Second Amendment and Restated Agreement
of Limited Partnership of WINN Limited Partnership has been signed and delivered as of the date
first set forth above by the undersigned, as General Partner of the Partnership.



	 	 	 	 	 	 	 
	 

	 	 	 	WINSTON HOTELS, INC.,
a North Carolina corporation,
General Partner	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ Joseph V. Green	 	 
	 	 	 	 	 
	 	 	Joseph V. Green	 	 
	 	 	President and Chief Financial Officer	 	 






 









 






EXHIBIT A




Common Units




	 	 	 	 	 	 	 	 	 
	Partner and	 	 	 	 	 	Percentage
	Address	 	 	 	 	 	Interest
	 
	 	 	 	 	 	 	 	 
	Winn Limited Partnership
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	General Partner:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Winston Hotels, Inc.

	 	 	 	 	 	 	95.38	%
	2626 Glenwood Avenue, Suite 200
	 	 	 	 	 	 	 	 
	Raleigh, NC 27608
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Limited Partners:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Charles M. Winston

	 	 	 	 	 	 	0.38	%
	Winston Hotels, Inc.
	 	 	 	 	 	 	 	 
	2626 Glenwood Avenue, Suite 200
	 	 	 	 	 	 	 	 
	Raleigh, NC 27608
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Cary Suites, Inc.

	 	 	 	 	 	 	3.62	%
	2626 Glenwood Avenue, Suite 200
	 	 	 	 	 	 	 	 
	Raleigh, NC 27608
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Charles M. Winston

	 	 	15.7347	%	 	 	 	 
	Florence B. Winston

	 	 	15.7347	%	 	 	 	 
	Robert W. Winston, III

	 	 	29.0410	%	 	 	 	 
	Tracy L. Winston

	 	 	20.8268	%	 	 	 	 
	Marion T. Winston

	 	 	0.7275	%	 	 	 	 
	Watt’s Trust

	 	 	4.4838	%	 	 	 	 
	Tracy’s Trust

	 	 	4.4838	%	 	 	 	 
	Miller’s Trust

	 	 	4.4838	%	 	 	 	 
	Spencer’s Trust

	 	 	4.4838	%	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	WJS Associates-Perimeter II, Inc.

	 	 	 	 	 	 	0.39	%
	2626 Glenwood Avenue, Suite 200
	 	 	 	 	 	 	 	 
	Raleigh, NC 27608
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Charles Winston, Partner

	 	 	33.3334	%	 	 	 	 
	Earl Johnson, Jr.

	 	 	33.3333	%	 	 	 	 
	Paul Barringer, II

	 	 	33.3334	%	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Hubbard Realty of Winston-Salem, Inc.

	 	 	 	 	 	 	0.23	%
	85 South Stratford Rd.
	 	 	 	 	 	 	 	 
	Winston-Salem, NC 27103
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Lewis E. Hubbard

	 	 	32.48	%	 	 	 	 
	Emma B. Hubbard

	 	 	33.81	%	 	 	 	 
	Lewis E. Hubbard, Jr.

	 	 	11.24	%	 	 	 	 
	Bruce R. Hubbard

	 	 	11.24	%	 	 	 	 
	Beverly H. Godfrey

	 	 	11.23	%	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 





 









 






	 	 	 	 	 	 	 	 	 
	Partner and	 	 	 	 	 	Percentage
	Address	 	 	 	 	 	Interest
	Winn Limited Partnership
	 	 	 	 	 	 	 	 
	 

	 	 	27,529,359	 	 	 	100.00	%






Series A Preferred Units




	 	 	 	 	 	 	 
	 	 	 	 	Percentage
	Partner and Address	 	 	 	Interest
	Winston Hotels, Inc.
	 	 	 	 	 	 
	2626 Glenwood Avenue, Suite 200
	 	 	 	 	 	 
	Raleigh, NC 27608

	 	 	 	 	100	%