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EXECUTION COPY
AMENDMENT NO. 1 TO THE SECOND AMENDED
AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
OF
▇▇▇▇ LIMITED PARTNERSHIP
This Amendment No. 1 (the "Amendment") to the Second Amended and
Restated Agreement of Limited Partnership of ▇▇▇▇ Limited Partnership dated July
11, 1997 (the "Partnership Agreement") is entered into as of September 11, 1997,
by and among Winston Hotels, Inc. (the "General Partner") and the Limited
Partners of ▇▇▇▇ 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, the General Partner, on even date herewith, has issued
3,000,000 shares of its 9.25% Series A Cumulative Preferred Stock, par value
$.01 per share, having a liquidation preference equivalent to $25.00 per share
(the "Series A Preferred Stock"), and has sold such Series A Preferred Stock in
a public offering;
WHEREAS, the General Partner desires to contribute the net proceeds of
the sale of the Series A Preferred Stock to the Partnership in exchange for
preferred partnership interests in the Partnership as set forth herein;
WHEREAS, the General Partner is authorized to cause the Partnership to
issue interests in the Partnership to the General Partner in exchange for such
contribution;
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:
Section 1. Contribution.
The General Partner hereby contributes to the Partnership the entire
net proceeds received by the General Partner from the issuance of the Series A
Preferred Stock. As provided in Section 4.02(g) of the Partnership Agreement,
the General Partner shall be deemed to have made a Capital Contribution to the
Partnership in an amount equal to the gross proceeds raised in connection with
the issuance of such shares of Series A Preferred Stock, which is $75,000,000,
and the Partnership shall be deemed simultaneously to have paid, pursuant to
Section 6.05(b) of the Partnership Agreement, for the costs and expenses
relating to the offer, registration and sale of the Series A Preferred Stock.
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Section 2. Issuance of Series A Preferred Units.
In consideration of the contribution to the Partnership made by the
General Partner pursuant to Section 1 hereof, the Partnership hereby issues to
the General Partner 3,000,000 Series A Preferred Units (as defined herein).
Section 3. Definitions.
Article I of the Partnership Agreement is hereby amended by inserting
in the logical alphabetical locations the following definitions of Common Units,
Preferred Units and Series A Preferred Units, as follows:
"Common Units" means all Partnership Interests that are not
specifically designated as Preferred Units pursuant to Section 4.02(c).
"Preferred Units" means all Partnership Interests designated and issued
by the Partnership from time to time in accordance with the provisions of
Section 4.02(c).
"Series A Preferred Stock" means the 9.25% Series A Cumulative
Preferred Stock, par value $.01 per share, of the General Partner.
"Series A Preferred Units" means the Preferred Units issued to the
General Partner in exchange for the net proceeds of the issuance by the General
Partner of its 9.25% Series A Cumulative Preferred Units, which Series A
Preferred Units shall have the designations, preferences, privileges,
limitations and relative rights set forth in Section 4.02(c)(i) hereof.
Section 4. Creation of 9.25% Series A Cumulative Preferred
Units.
Article IV of the Partnership Agreement is hereby amended by adding
Section 4.02(c)(i) as follows:
"(i) 9.25% SERIES A CUMULATIVE PREFERRED UNITS.
1. DESIGNATION AND NUMBER. A series of Preferred Units,
designated the "9.25% Series A Cumulative Preferred Units"
(the "Series A Preferred Units"), is hereby established. The
number of Series A Preferred Units shall be 3,000,000.
2. MATURITY. The Series A Preferred Units have no stated maturity
and will not be subject to any sinking fund or mandatory
redemption.
3. RANK. The Series A Preferred Units will, with respect to
distribution rights and rights upon liquidation, dissolution
or winding up of the Partnership, rank
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(i) senior to all classes or series of Common Units of the
Partnership, and to all Partnership Interests ranking junior
to the Series A Preferred Units with respect to distribution
rights or rights upon liquidation, dissolution or winding up
of the Partnership; (ii) on a parity with all Partnership
Interests issued by the Partnership the terms of which
specifically provide that such Partnership Interests rank on a
parity with the Series A Preferred Units with respect to
distribution rights or rights upon liquidation, dissolution or
winding up of the Partnership; and (iii) junior to all
existing and future indebtedness of the Partnership. The term
"Partnership Interests" does not include convertible debt
securities, which will rank senior to the Series A Preferred
Units prior to conversion.
4. DISTRIBUTIONS.
(a) Holders of the Series A Preferred Units are entitled to
receive, when and as distributed by the General Partner out of
available cash flow, preferential cumulative cash distributions at the
rate of 9.25% per annum of the Liquidation Preference (as defined
below) per Series A Preferred Unit (equivalent to a fixed annual amount
of $2.3125 per Series A Preferred Unit). Distributions on the Series A
Preferred Units shall be cumulative from the date of original issue and
shall be payable quarterly in arrears on or before the 16th day of
January, April, July and October, or, if not a Business Day (as defined
below), the next succeeding business day (each, a "Distribution Payment
Date"). The first distribution will be paid on or before January 16,
1998. Any distribution payable on the Series A Preferred Units for any
partial distribution period will be computed on the basis of a 360-day
year consisting of twelve 30-day months. Distributions will be payable
to holders of record as they appear in the ownership records of the
Partnership at the close of business on the applicable record date,
which shall be the last Business Day of March, June, September and
December, respectively, or on such other date designated by the General
Partner of the Partnership for the payment of distributions that is not
more than 30 nor less than 10 days prior to such Distribution Payment
Date (each, a "Distribution Record Date").
"Business Day" shall mean any day, other than a Saturday or
Sunday, that is neither a legal holiday nor a day on which banking
institutions in New York City are authorized or required by law,
regulation or executive order to close.
(b) The amount of any distributions accrued on any Series A
Preferred Units at any Distribution Payment Date shall be the amount of
any unpaid distributions accumulated thereon, to and including such
Distribution Payment Date, whether or not earned or declared, and the
amount of distributions accrued on any shares of Series A Preferred
Units at any date other than a Distribution Payment Date shall be equal
to the sum of the amount of any unpaid distributions accumulated
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thereon, to and including the last preceding Distribution Payment Date,
whether or not earned or declared, plus an amount calculated on the
basis of the annual distribution rate of $2.3125 per unit for the
period after such last preceding Distribution Payment Date to and
including the date as of which the calculation is made based on a
360-day year of twelve 30-day months.
(c) Except as provided in subsection (a) hereof, the holder of
the Series A Preferred Units will not be entitled to any distributions
in excess of full cumulative distributions as described above and shall
not be entitled to participate in the earnings or assets of the
Partnership, and no interest, or sum of money in lieu of interest,
shall be payable in respect of any distribution payment or payments on
the Series A Preferred Units which may be in arrears.
(d) Any distribution payment made on the Series A Preferred
Units shall be first credited against the earliest accrued but unpaid
distribution due with respect to such units which remains payable.
(e) No distributions on Series A Preferred Units shall be
declared by the General Partner or paid or set apart for payment by the
Partnership if the terms and provisions of any agreement of the
Partnership, including any agreement relating to its indebtedness,
prohibit such declaration, payment or setting apart for payment or
provide that such declaration, payment or setting apart for payment
would constitute a breach thereof or a default thereunder, or if such
declaration or payment shall be restricted or prohibited by law.
Notwithstanding the foregoing, distributions on the Series A Preferred
Units will accrue whether or not the Partnership has earnings, whether
or not there is available cash flow for the payment of such
distributions and whether or not such distributions are declared.
Accrued but unpaid distributions on the Series A Preferred Units will
not bear interest and holders of the Series A Preferred Units will not
be entitled to any distributions in excess of full cumulative
distributions described above.
(f) Except as set forth in the next sentence, no distributions
will be declared or paid or set apart for payment on any Partnership
Interests or any other series of Preferred Units ranking, as to
distributions, on a parity with or junior to the Series A Preferred
Units (other than a distribution of the Partnership's Common Units or
any other class of Partnership Interests ranking junior to the Series A
Preferred Units as to distributions and upon liquidation) for any
period unless full cumulative distributions have been or
contemporaneously are declared and paid or declared and a sum
sufficient for the payment thereof is set apart for such payment on the
Series A Preferred Units for all past distribution periods and the then
current distribution period. When distributions are not paid in full
(or a sum sufficient for such full payment is not so set apart) upon
the Series A Preferred Units and any other series of Preferred Units
ranking on a parity as to distributions with the Series A Preferred
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Units, all distributions declared upon the Series A Preferred Units and
any other series of Preferred Units ranking on a parity as to
distributions with the Series A Preferred Units shall be declared pro
rata so that the amount of distributions declared per Series A
Preferred Unit and such other series of Preferred Units shall in all
cases bear to each other the same ratio that accrued distributions per
Series A Preferred Unit and such other series of Preferred Units (which
shall not include any accrual in respect of unpaid distributions for
prior distribution periods if such Preferred Units do not have a
cumulative distribution) bear to each other.
(g) Except as provided in the immediately preceding paragraph,
unless full cumulative distributions on the Series A Preferred Units
have been or contemporaneously are declared and paid or declared and a
sum sufficient for the payment thereof is set apart for payment for all
past distribution periods and the then current distribution period, no
distributions (other than in the form of issuance of Common Units or
other Partnership Interests ranking junior to the Series A Preferred
Units as to distributions and upon liquidation) shall be declared or
paid or set aside for payment nor shall any other distribution be
declared or made upon the Common Units, or any other Partnership
Interests in the Partnership ranking junior to or on a parity with the
Series A Preferred Units as to distributions or upon liquidation, nor
shall any Common Units, or any other Partnership Interests in the
Partnership ranking junior to or on a parity with the Series A
Preferred Units as to distributions or upon liquidation be redeemed,
purchased or otherwise acquired for any consideration (or any monies be
paid to or made available for a sinking fund for the redemption of any
such units) by the Partnership. Holders of Series A Preferred Units
shall not be entitled to any distribution, whether payable in cash,
property or securities in excess of full cumulative distributions on
the Series A Preferred Units as provided above. Any distribution
payment made on Series A Preferred Units shall first be credited
against the earliest accrued but unpaid distribution due with respect
to such Series A Preferred Units which remains payable.
5. LIQUIDATION PREFERENCE. Upon any voluntary or involuntary
liquidation, dissolution or winding up of the affairs of the
Partnership, the holders of Series A Preferred Units are entitled to be
paid out of the assets of the Partnership legally available for
distribution to its partners a liquidation preference of $25.00 per
Series A Preferred Unit (the "Liquidation Preference"), plus an amount
equal to any accrued and unpaid distributions to the date of payment,
but without interest, before any distribution of assets is made to
holders of Common Units or any other class or series of Partnership
Interests in the Partnership that ranks junior to the Series A
Preferred Units as to liquidation rights. The Partnership will promptly
provide to the holders of Series A Preferred Units written notice of
any event triggering the right to receive such Liquidation Preference.
After payment of the full amount of the Liquidation Preference, the
holders of Series A Preferred Units will have no right or claim to any
of the remaining assets of the Partnership. If, upon any voluntary or
involuntary
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dissolution, liquidation, or winding up of the Partnership, the amounts
payable with respect to the Liquidation Preference, plus an amount
equal to any accrued and unpaid distributions to the date of payment,
of the Series A Preferred Units and any other units of the Partnership
ranking as to any such distribution on a parity with the Series A
Preferred Units are not paid in full, the holders of the Series A
Preferred Units and of such other units will share ratably in any such
distribution of assets of the Partnership in proportion to the full
respective preference amounts to which they are entitled. The
consolidation or merger of the Partnership with or into any other
partnership, corporation, trust or entity or of any other partnership
or corporation with or into the Partnership, or the sale, lease or
conveyance of all or substantially all of the property or business of
the Partnership, shall not be deemed to constitute a liquidation,
dissolution or winding up of the Partnership.
6. REDEMPTION.
(a) Except as provided in clause (b) hereof, the Series A
Preferred Units are not redeemable by the Partnership prior to
September 28, 2001. On and after September 28, 2001, the Partnership,
at its option upon not less than 30 nor more than 60 days' written
notice, may redeem the Series A Preferred Units, in whole or in part,
at any time or from time to time, for cash at a redemption price of
$25.00 per Series A Preferred Unit, plus all accrued and unpaid
distributions thereon to the date fixed for redemption, with out
interest. The General Partner shall surrender such Series A Preferred
Units at the place designated in such notice and shall be entitled to
the redemption price and any accrued and unpaid distributions payable
upon such redemption following such surrender. If notice of redemption
of any Series A Preferred Units has been given and if the funds
necessary for such redemption have been set aside by the Partnership in
trust for the benefit of the holders of any Series A Preferred Units so
called for redemption, then from and after the redemption date
distributions will cease to accrue on such Series A Preferred Units,
such Series A Preferred Units shall no longer be deemed outstanding and
all rights of the holders of such Series A Preferred Units will
terminate, except the right to receive the redemption price. If less
than all of the outstanding Series A Preferred Units are to be
redeemed, the Series A Preferred Units to be redeemed shall be selected
pro rata (as nearly as may be practicable without creating fractional
Series A Preferred Units) or by any other equitable method determined
by the General Partner.
(b)(i) At any time prior to September 28, 2001, the Partnership may, at
its option, upon the occurrence of a Change of Control Event (as
defined below) redeem all of the outstanding Series A Preferred Units
at the applicable redemption price reflected below, plus accrued and
unpaid distributions (if any) to the date of redemption. The redemption
price shall be as follows:
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DATE OF REDEMPTION PURCHASE
------------------------ ---------------
September 11, 1997 December 31, 1997 ................................. $25.80
January 1, 1998 March 31, 1998 ................................. 25.75
April 1, 1998 June 30, 1998 ................................. 25.70
July 1, 1998 September 30, 1998 ................................. 25.65
October 1, 1998 December 31, 1998 ................................. 25.60
January 1, 1999 March 31, 1999 ................................. 25.55
April 1, 1999 June 30, 1999 ................................. 25.50
July 1, 1999 September 30, 1999 ................................. 25.45
October 1, 1999 December 31, 1999 ................................. 25.40
January 1, 2000 March 31, 2000 ................................. 25.35
April 1, 2000 June 30, 2000 ................................. 25.30
July 1, 2000 September 30, 2000 ................................. 25.25
October 1, 2000 December 31, 2000 ................................. 25.20
January 1, 2001 March 31, 2001 ................................. 25.15
April 1, 2001 June 30, 2001 ................................. 25.10
July 1, 2001 September 27, 2001 ................................. 25.05
Such redemption may be consummated at any time prior to,
contemporaneously with or after the Change of Control (as defined
below), provided that notice of any such redemption pursuant to this
paragraph is given no later than 90 days following the date upon which
the Change of Control Event occurred, the repurchase date must be
within 60 days of the date of notice and a sum sufficient to redeem the
shares must be set apart to effect the redemption.
(ii) For purposes of this clause (b), the terms
"Change of Control" and "Change of Control Event" shall mean a
Change of Control or Change of Control Event with respect to
the General Partner, each as defined in the Articles of
Amendment to the Articles of Incorporation of the General
Partner, as filed with the Secretary of State of the State of
North Carolina on September 10, 1997.
(c) Notice of redemption will be mailed to the
General Partner not less than 30 nor more than 60 days prior
to the redemption date. In addition to any information
required by law, each notice shall state: (i) the Redemption
Date; (ii) the Redemption Price; (iii) the number of Series A
Preferred Units to be redeemed; (iv) the place or places where
the Series A Preferred Units are to be surrendered for payment
of the redemption price; and (v) that distributions on the
shares to be redeemed will cease to accrue on such redemption
date. If less than all of the Series A Preferred Units held by
any holder are to be redeemed, the notice mailed to such
holder shall also specify the number of Series A Preferred
Units held by such holder to be redeemed.
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(d) Immediately prior to any redemption of Series A Preferred
Units, the Partnership shall pay, in cash, any accumulated and unpaid
distributions through the redemption date, unless a redemption date
falls after a Distribution Record Date and prior to the corresponding
Distribution Payment Date, in which case each holder of Series A
Preferred Units at the close of business on such Distribution Record
Date shall be entitled to the distribution payable on such shares on
the corresponding Distribution Payment Date notwithstanding the
redemption of such shares before such Distribution Payment Date.
7. VOTING RIGHTS. Except as required by law, the General
Partner, in its capacity as the holder of the Series A Preferred Units,
shall not be entitled to vote for any purpose or otherwise to
participate in any action taken by the Partnership or the Partners.
8. CONVERSION. The Series A Preferred Units are not redeemable
for, convertible into or exchangeable for any other property or
securities of the Partnership or the General Partner."
Section 5. Allocation of Profit and Loss.
Article V, Section 5.01 is hereby deleted in its entirety and the
following new Section 5.01 is inserted in its place:
"(a) Allocation of Profit and Loss. After giving effect to the
special allocations set forth in Sections 5.01(c), (d) and (e) hereof,
and subject to Section 5.01(b) hereof, the Partnership's Profit and
Loss shall be allocated among the Partners for each fiscal year (or
portion thereof) in proportion to their respective Percentage Interests
(determined solely on the basis of the Partners' respective Common
Units); provided, however, that notwithstanding the foregoing clause,
any Profit shall first be allocated to the General Partner in an amount
equal to the excess, if any, of the General Partner's unpaid
Liquidation Preference with respect to its Preferred Units as of the
end of such fiscal year over the balance of its Capital Account as of
the end of such fiscal year (for this purpose, such Capital Account
balance shall be increased by the General Partner's shares of
Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain as
of the end of the fiscal year).
(b) Capital Account Deficits. Loss shall not be allocated to a
Limited Partner to the extent that such allocation would cause a
deficit in such Partner's Capital Account (after reduction to reflect
the items described in Regulations Section 1.704-1(b)(2)(ii)(d)(4),
(5), and (6)) in excess of the sum of such Partner's
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shares of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum
Gain. Any Loss in excess of that limitation shall be allocated to the
General Partner. After the occurrence of an allocation of Loss to the
General Partner in accordance with this Section 5.01(b), to the extent
permitted by Regulations Section 1.704-1(b), Profit shall be specially
allocated to the General Partner in an amount necessary to offset the
Loss previously allocated to the General Partner under this Section
5.01(b).
(c) Minimum Gain Chargeback. Notwithstanding any provision
herein to the contrary, (i) any expense of the Partnership that is a
"nonrecourse deduction" within the meaning of Regulations Section
1.704-2(b)(1) shall be allocated in accordance with the Partners'
respective Percentage Interests (determined solely on the basis of
their respective Common Units), (ii) any expense of the Partnership
that is a "partner nonrecourse deduction" within the meaning of
Regulations Section 1.704-2(i)(2) shall be allocated in accordance with
Regulations Section 1.704-2(i)(1), (iii) if there is a net decrease in
Partnership Minimum Gain within the meaning of Regulations Section
1.704-2(f)(1) for any Partnership fiscal year, items of gain and income
shall be allocated among the Partners in accordance with Regulations
Section 1.704-2(f) and the ordering rules contained in Regulations
Section 1.704-2(j), and (iv) if there is a net decrease in Partner
Nonrecourse Debt Minimum Gain within the meaning of Regulations Section
1.704-2(i)(4) for any Partnership fiscal year, items of gain and income
shall be allocated among the Partners in accordance with Regulations
Section 1.704-2(i)(4) and the ordering rules contained in Regulations
Section 1.704-2(j). A Partner's "interest in partnership profits" for
purposes of determining its share of the nonrecourse liabilities of the
Partnership within the meaning of Regulations Section 1.752-3(a)(3)
shall be such Partner's Percentage Interest (determined solely on the
basis of the Partners' respective Common Units).
(d) Qualified Income Offset. If a Limited Partner receives in
any fiscal year an adjustment, allocation, or distribution described in
subparagraphs (4), (5), or (6) of Regulations Section
1.704-1(b)(2)(ii)(d) that causes or increases a negative balance in
such Partner's Capital Account that exceeds the sum of such Partner's
shares of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum
Gain, as determined in accordance with Regulations Sections 1.704-2(g)
and 1.704-2(i), such Partner shall be allocated specially for such
fiscal year (and, if necessary, later fiscal years) items of income and
gain in an amount and manner sufficient to eliminate such negative
Capital Account balance as quickly as possible as provided in
Regulations Section 1.704-1(b)(2)(ii)(d). After the occurrence of an
allocation of income or gain to a Limited Partner in accordance with
this Section 5.01(d), to the extent permitted by Regulations Section
1.704-1(b) and Section 5.01(b), items of expense or loss shall be
allocated to such Partner in an amount necessary to offset
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the income or gain previously allocated to such Partner under this
Section 5.01(d).
(e) Priority Allocation With Respect To Preferred Units. After
making the allocations required in Sections 5.01(b), (c), and (d)
hereof, but before making the allocations required in Section 5.01(a),
all or a portion of the remaining items of Partnership gross income or
gain for the fiscal year, if any, shall be specially allocated to the
General Partner in an amount equal to the excess, if any, of the
cumulative distributions received by the General Partner in respect of
its Preferred Units for the current fiscal year and all prior fiscal
years (other than any distributions that are treated as being in
satisfaction of the Liquidation Preference of such Preferred Units)
over the cumulative allocations of Partnership gross income and gain to
the General Partner under this Section 5.01(e) for all prior fiscal
years.
(f) Allocations Between Transferor and Transferee. If a
Partner transfers any part or all of its Partnership Interest, the
distributive shares of the various items of Profit and Loss allocable
among the Partners during such taxable year of the Partnership shall be
allocated between the transferor and the transferee either (i) as if
the Partnership's fiscal year had ended on the date of the transfer, or
(ii) based on the number of days of such fiscal year that each was a
Partner without regard to the results of Partnership activities in the
respective portions of such fiscal year in which the transferor and the
transferee were Partners. The General Partner, in its sole discretion,
shall determine which method shall be used to allocate the distributive
shares of the various items of Profit and Loss between the transferor
and transferee.
(g) Definition of Profit and Loss. "Profit" and "Loss" and
items of income, gain, expense, or loss referred to in this Agreement
shall be determined in accordance with federal income tax accounting
principles, as modified by Regulations Section 1.704-1(b)(2)(iv),
except that Profit and Loss shall not include items of income, gain and
expense that are specially allocated pursuant to Sections 5.01(b), (c),
(d) and (e). All allocations of income, Profit, gain, Loss, and expense
(and all items contained therein) for federal income tax purposes shall
be identical to all allocations of such items set forth in this Section
5.01, except as otherwise required by Section 704(c) of the Code and
Regulations Section 1.704-1(b)(4). The General Partner shall have the
authority to elect the method to be used by the Partnership for
allocating items of income, gain and expense required by Section 704(c)
of the Code, and such election shall be binding on all Partners."
Section 6. Distribution of Cash.
Article V, Section 5.02 is hereby amended by adding the following new
subsection (d):
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"(d) Notwithstanding the discretion given to the General
Partner in subsection (a) above, the General Partner shall, prior to
any distributions to the holders of Common Units, make any
distributions required to be made to the holders of the Preferred
Units, to the extent of the Partnership's available cash flow."
Section 7. Redemption Right.
The Partnership Agreement is hereby amended by adding the following new
Section 8.05(f) to the Partnership Agreement, immediately following Section
8.05(e):
"(f) Preferred Units shall be redeemed, if at all, only in
accordance with such redemption rights or options as are set forth with
respect to such Preferred Units (or class or series thereof) in the
instruments designating such Preferred Units (or class or series
thereof)."
Section 8. General Amendments to Partnership Agreement.
Notwithstanding anything contained herein, all references to
Partnership Units in Sections 6.06(b) and 7.01 of the Partnership Agreement
shall be deemed to refer solely to Common Units, and not to Preferred Units. In
addition, references in Article XI of the Partnership Agreement to Percentage
Interests of the Limited Partners shall be deemed to refer solely to Percentage
Interests of Limited Partners with respect to Common Units.
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IN WITNESS WHEREOF, the foregoing Amendment No. 1 to the Second Amended
and Restated Agreement of Limited Partnership of ▇▇▇▇ Limited Partnership has
been signed and delivered as of this 11th day of September, 1997 by the
undersigned as general partner of the Partnership.
WINSTON HOTELS, INC.,
as General Partner
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------
Title: Senior Vice President and
-------------------------------
Chief Financial Officer
-------------------------------
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EXHIBIT A
September 11, 1997
(reflecting issuance of 9.25% Series A Preferred Units to Winston Hotels, Inc.)
COMMON UNITS
AGREED VALUE
OF CAPITAL
PARTNER AND ADDRESS CASH CONTRIBUTION CONTRIBUTION PREFERRED UNITS PERCENTAGE INTEREST
------------------- ----------------- ------------ --------------- -------------------
GENERAL PARTNER:
Winston Hotels, Inc. $ 103,524,120 $ 2,693,610 15,523,864 89.77%
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
LIMITED PARTNERS:
Hotel I, Inc. ------------- $ 2,975,000 297,500 1.72%
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------- $ 1,056,430 105,643 .61%
Winston Hotels, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇ ------------- $ 308,130 30,813 .18%
Winston Hotels, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Cary Suites, Inc. ------------- $ 6,947,215 606,413 3.51%
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
RWW, Inc. ------------- $ 788,365 69,960 .41%
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
WJS Associates-Perimeter II, ------------- $ 1,230,000 109,516 .63%
Inc.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Hotel II, Inc. ------------- $ 590,042 45,651 .26%
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Quantum Realty ------------- $ 5,633,280 440,100 2.54%
Partners II, L.P.
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▇▇▇▇▇▇▇ Realty of Winston- ------------- $ 855,871 63,797 .37%
Salem, Inc.
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------------- ------------
17,293,257 100.0%
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14
PREFERRED UNITS
AGREED VALUE
OF CAPITAL
PARTNER ND ADDRESS CASH CONTRIBUTION CONTRIBUTION PREFERRED UNITS PERCENTAGE INTEREST
------------------ ----------------- ------------ --------------- -------------------
GENERAL PARTNER:
Winston Hotels, Inc. $75,000,000 ------------- 3,000,000(1) 100.0%
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3,000,000 100.0%
========= =====
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(1) 9.25% Series A Cumulative Preferred Units