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AMENDMENT NO. 3 TO THE SECOND AMENDED
AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
OF
▇▇▇▇ LIMITED PARTNERSHIP
This Amendment No. 3 (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 8, 1998,
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 Partnership Units held by ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. Were
redeemed on March 30, 1998 in exchange for REIT Shares in accordance with the
terms of the Partnership Agreement;
WHEREAS, additional Partnership Units were issued to the General
Partner upon the contribution by the General Partner of the proceeds of the
issuance of REIT Shares to employees and directors of the General partner;
WHEREAS, it is desirable to amend Exhibit A to the Partnership
Agreement to reflect such redemption and such issuance;
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 redemption of the Partnership Units
held by ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. and the issuance of additional Partnership Units to
the General Partner upon the General partner's contribution of the proceeds of
the issuance of additional REIT Shares to employees and directors of the General
Partner.
IN WITNESS WHEREOF, the foregoing Amendment No. 3 to the Second
Amendment and Restated Agreement of Limited Partnership Agreement of ▇▇▇▇
Limited Partnership has been signed and delivered as of this 14th day of
September, 1998, by the undersigned as General Partner of the Partnership.
WINSTON HOTELS, INC.,
as General Partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
-----------------------------
▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President, Controller
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EXHIBIT A
September 14, 1998
(reflecting redemption of Partnership Units held by ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. and the
issuance of additional units to the General Partner in connection with the
General Partner's issuance of stock to employees and directors)
PARTNER AND PARTNERSHIP PERCENTAGE
ADDRESS UNITS INTEREST
----------- ----------- ----------
GENERAL PARTNER:
Winston Hotels, Inc. 16,313,980 90.37%
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
LIMITED PARTNERS:
Hotel I, Inc. 297,500 1.65%
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 105,643 .58%
Winston Hotels, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Cary Suites, Inc. 606,413 3.36%
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
RWW, Inc. 69,960 .39%
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
WJS Associates- 109,516 .61%
Perimeter II, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Hotel II, Inc. 45,651 .25%
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Quantum Realty 440,100 2.44%
Partners II, L.P.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ Realty of 63,797 .35%
Winston-Salem, Inc.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇-▇▇▇▇▇, ▇▇ ▇▇▇▇▇
---------- -------
18,052,560 100.00%