**EXHIBIT 10.1****FIRST AMENDMENT TO LOAN AGREEMENT**     This First Amendment to Loan Agreement (this “**Amendment**”) is entered into as of June8, 2005 between GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“**Lender**”),and WINSTON SPE II LLC, a Delaware limited liability company (“**Borrower**”).Recitals     A. Lender and Borrower have previously entered into a certain Loan Agreement, dated as ofMarch 11, 2005 (“**Agreement**”). Terms used and not otherwise defined in this Amendment shallhave the meanings attributed to them in the Agreement, which is incorporated into this Amendment bythis reference as if fully set forth herein. As the context may require, section references inthis Amendment shall refer to the designated section of the Agreement.     B. Pursuant to Schedule 8.20(2) of the Agreement, Borrower is obligated to, among otherthings, satisfy the Agency Agreement Requirement within 60 days after the Closing Date, as such60-day period has heretofore been extended for another 30 days (collectively, the “**DeliveryPeriod**”).     C. Borrower has requested that Lender extend the Delivery Period for an additional 30 daysand, subject to and in accordance with the provisions of this Amendment, Lender agrees thereto.     D. Lender and Borrower desire to amend the Agreement as hereinafter provided to reflect theforegoing agreements of the parties and such other matters as hereinafter set forth.**Agreements**          NOW, THEREFORE, in consideration of the foregoing Recitals and for other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged, Borrower and Lenderhereby covenant and agree as follows:     1. **Extension of Delivery Period**. The Delivery Period hereby is extended for a periodof 30 days and shall expire on July 8, 2005.     2. **Borrower’s Representations and Warranties**. Borrower hereby represents and warrantsto Lender as follows:     (a) that there are no offsets, counterclaims or defenses of any kind or nature whatsoeverexisting against the indebtedness evidenced by the Note or the Agreement, or otherwise relating toany of the Obligations, and that it has no claim for or right to reimbursement from Lender of anysums heretofore paid to Lender on account of the Loan, whether by way of interest payments,principal payments, commitment fees or for any other reason; and     (b) that all of the representations and warranties made by it under any of the Loan Documentsto which it is a party (i) are true, complete and correct in all material respects on the datehereof, (ii) are hereby expressly restated by it and incorporated herein by this reference, and(iii) are made with respect to the Loan Documents as the same have been amended by this Amendmentand by all additional amendments, modifications, renewals, substitutions and replacements of theLoan Documents and all new Loan Documents executed by Borrower in connection herewith.     3. **Confirmation and Ratification**. Borrower covenants to pay the Loan and perform theother Obligations as provided in the Agreement and other Loan Documents. Borrower acknowledges andconfirms that the outstanding principal of the Loan as of this date is Sixty Five Million OneHundred Thousand and 00/100 Dollars ($65,100,000.00) and that interest on the Loan has been paidthrough May 31, 2005. Except as
 

 
expressly modified pursuant to the terms and conditions of this Amendment or of any of theother Loan Documents executed in connection herewith, all of the terms, covenants and conditions ofthe Note, the Agreement and all of the other Loan Documents shall continue unamended and in fullforce and effect, and Borrower hereby confirms, ratifies and reaffirms all of such terms, covenantsand conditions.     4. **Severability**. In case any one or more of the provisions of this Amendment shall beinvalid, illegal or unenforceable in any respect, the validity of the remaining provisions shall bein no way affected, prejudiced or disturbed thereby.     5. **Counterparts**. This Amendment may be executed in any number of counterparts, eachof which shall be an original but all of which together shall constitute one Amendment     6. **Conflicting Provisions**. This Amendment is intended to supplement the Agreement,and the provisions of this Amendment shall be construed to the maximum extent possible in themanner necessary to avoid any conflict among their respective terms and conditions. In the eventof any irreconcilable conflict between this Amendment and the terms of the Agreement, the terms ofthis Amendment shall govern and control.     7. **Headings**. The headings of the Sections of this Amendment are for convenience andreference only and shall not be considered a part hereof nor shall they be deemed to limit orotherwise affect any of the terms or provisions hereof.     8. **Joinder Party.** Winston Hotels, Inc., solely in its capacity as Joinder Party underthat certain Joinder (the “**Joinder**”), dated as of March 11, 2005, by Joinder Party in favorof Lender, hereby consents to the foregoing provisions of this Amendment and executes thisAmendment for the sole purpose of indicating such consent. Joinder Party affirms that the Joindershall remain in full force and effect.     EXECUTED as of the date first written above.        **LENDER:**  **GENERAL ELECTRIC CAPITAL CORPORATION**, Delaware corporation       By: /s/ Maria R. Fonseca       Name: Maria R. Fonseca  Title: Senior Operations Manager       **BORROWER:**  **WINSTON SPE II LLC**, a Delaware limited liability company       By: /s/ Brent W. West       Name: Brent W. West  Title: Vice President, Chief Accounting Officer       **JOINDER PARTY:**  **WINSTON HOTELS, INC.**, a North Carolina corporation       By: /s/ Brent W. West       Name: Brent W. West  Title: Vice President, Chief Accounting Officer