WINSTON SPE II LLC (Borrower) to GENERAL ELECTRIC CAPITAL CORPORATION (Lender) FORM OF MORTGAGE, SECURITY AGREEMENT AND FIXTURE FILINGWinston Hotels Inc • March 16th, 2005 • Real estate investment trusts • New York
Company FiledMarch 16th, 2005 Industry Jurisdiction
EXHIBIT 10.3 FIRST AMENDMENT TO LEASE THIS FIRST AMENDMENT TO LEASE (this "First Amendment to Lease"), made as of the 24th day of November, 1997, by and between WINN LIMITED PARTNERSHIP, a North Carolina limited partnership and WINSTON HOTELS, INC., a...Lease • December 11th, 1997 • Winston Hotels Inc • Real estate investment trusts
Contract Type FiledDecember 11th, 1997 Company Industry
BETWEEN WINSTON SPE II LLC AS BORROWER AND GENERAL ELECTRIC CAPITAL CORPORATION AS LENDERLoan Agreement • March 16th, 2005 • Winston Hotels Inc • Real estate investment trusts • New York
Contract Type FiledMarch 16th, 2005 Company Industry Jurisdiction
PROMISSORY NOTE --------------- $71,000,000 November 3, 1998 For value received, WINSTON SPE LLC, a Virginia limited liability company ("Borrower"), promises and agrees to pay to the order of CMF CAPITAL COMPANY, LLC, a Delaware limited liability...Winston Hotels Inc • November 16th, 1998 • Real estate investment trusts
Company FiledNovember 16th, 1998 Industry
EXHIBIT 10.1 TERMINATION AGREEMENTTermination Agreement • August 13th, 2003 • Winston Hotels Inc • Real estate investment trusts • North Carolina
Contract Type FiledAugust 13th, 2003 Company Industry Jurisdiction
WINSTON SPE LLC (Borrower) to CMF CAPITAL COMPANY, LLC (Lender) LOAN AGREEMENT Dated: As of November 3, 1998 DOCUMENT PREPARED BY: Cadwalader, Wickersham & Taft 100 Maiden Lane New York, New York 10038 Attention: Stephen Hauck, Esq.Loan Agreement • November 16th, 1998 • Winston Hotels Inc • Real estate investment trusts • New York
Contract Type FiledNovember 16th, 1998 Company Industry Jurisdiction
EXHIBIT 10.6 FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), made as of the 17th day of November, 1997, among WINSTON HOTELS, INC., a North Carolina corporation (the "Company"), WINN LIMITED...Credit Agreement • December 11th, 1997 • Winston Hotels Inc • Real estate investment trusts • North Carolina
Contract Type FiledDecember 11th, 1997 Company Industry Jurisdiction
EXHIBIT 10.41 EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is made and entered into by WINSTON HOTELS, INC., a North Carolina corporation (hereinafter the "Corporation"), and JAMES P. FREY (hereinafter the "Employee"). The Corporation...Employment Agreement • March 16th, 2005 • Winston Hotels Inc • Real estate investment trusts • North Carolina
Contract Type FiledMarch 16th, 2005 Company Industry Jurisdiction
AMENDMENT NO. 6 TO THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WINN LIMITED PARTNERSHIP This Amendment No. 6 (the "Amendment") to the Second Amended and Restated Agreement of Limited Partnership of WINN Limited Partnership...Winston Hotels Inc • March 14th, 2003 • Real estate investment trusts
Company FiledMarch 14th, 2003 IndustryThis Amendment No. 6 (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 April 2, 2002, by and among Winston Hotels, Inc. (the "General Partner") and the Limited Partners 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.
Exhibit 1.1 2,750,000 SHARES OF COMMON STOCK WINSTON HOTELS, INC. UNDERWRITING AGREEMENTLetter Agreement • March 21st, 2002 • Winston Hotels Inc • Real estate investment trusts • New York
Contract Type FiledMarch 21st, 2002 Company Industry Jurisdiction
AGREEMENTAgreement • July 15th, 2002 • Winston Hotels Inc • Real estate investment trusts
Contract Type FiledJuly 15th, 2002 Company Industry
3,200,000 Shares of 8.00% Series B Cumulative Preferred Stock WINSTON HOTELS, INC. UNDERWRITING AGREEMENT January 22, 2004 BEAR, STEARNS & CO. INC. WACHOVIA CAPITAL MARKETS, LLC FRIEDMAN, BILLINGS, RAMSEY & CO., INC. RAYMOND JAMES & ASSOCIATES, INC....Winston Hotels Inc • January 23rd, 2004 • Real estate investment trusts • New York
Company FiledJanuary 23rd, 2004 Industry Jurisdiction
EXHIBIT 10.2 HOTEL MANAGEMENT AGREEMENT By and Between BARCLAY HOSPITALITY SERVICES INC. and ALLIANCE HOSPITALITY MANAGEMENT, LLC Dated July 1, 2003 TABLE OF CONTENTSManagement Agreement • August 13th, 2003 • Winston Hotels Inc • Real estate investment trusts • North Carolina
Contract Type FiledAugust 13th, 2003 Company Industry Jurisdiction
EXHIBIT 10.50 AGREEMENT OF PURCHASE AND SALE THIS AGREEMENT OF PURCHASE AND SALE ("Agreement"), dated as of the date of this Agreement as defined hereinafter, between WINN Limited Partnership, a North Carolina limited partnership, or its assigns, with...Agreement of Purchase and Sale • August 8th, 1997 • Winston Hotels Inc • Real estate investment trusts • North Carolina
Contract Type FiledAugust 8th, 1997 Company Industry Jurisdiction
EXHIBIT 10.23 EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is made and entered into by WINSTON HOTELS, INC., a North Carolina corporation (hereinafter the "Corporation"), and JOSEPH V. GREEN (hereinafter the "Employee"). The...Employment Agreement • March 14th, 2003 • Winston Hotels Inc • Real estate investment trusts • North Carolina
Contract Type FiledMarch 14th, 2003 Company Industry Jurisdiction
EXHIBIT 10.40 CREDIT AGREEMENTCredit Agreement • March 27th, 1997 • Winston Hotels Inc • Real estate investment trusts • North Carolina
Contract Type FiledMarch 27th, 1997 Company Industry Jurisdiction
1 WINSTON HOTELS, INC. 9.25% SERIES A CUMULATIVE PREFERRED STOCK UNDERWRITING AGREEMENT ---------------------- September 8, 1997 MORGAN KEEGAN & COMPANY, INC. J.C. BRADFORD & CO. RAYMOND JAMES & ASSOCIATES, INC. c/o Morgan Keegan & Company, Inc. 50...Winston Hotels Inc • September 15th, 1997 • Real estate investment trusts • Tennessee
Company FiledSeptember 15th, 1997 Industry Jurisdiction
NOTEWinston Hotels Inc • March 25th, 1999 • Real estate investment trusts • North Carolina
Company FiledMarch 25th, 1999 Industry Jurisdiction
NOTEWinston Hotels Inc • March 27th, 1997 • Real estate investment trusts • North Carolina
Company FiledMarch 27th, 1997 Industry Jurisdiction
AMENDED AND RESTATED NOTEWinston Hotels Inc • March 15th, 2002 • Real estate investment trusts
Company FiledMarch 15th, 2002 IndustryThis note is one of the Bank Notes referred to in the Second Amended and Restated Syndicated Credit Agreement dated as of December 19, 2001, among the Borrower, the banks listed on the signature pages thereof and their successors and assigns, and Wachovia Bank, N.A., as Agent (as the same may be amended or modified from time to time, the "Credit Agreement"). Terms defined in the Credit Agreement are used herein with the same meanings. Reference is made to the Credit Agreement for provisions for the prepayment and the repayment hereof and the acceleration of the maturity hereof. This Note amends and restates in its entirety that certain note dated January 15, 1999, executed by the Borrower and payable to the Bank.
AMENDMENT NO. 8 TO THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WINN LIMITED PARTNERSHIPWinston Hotels Inc • March 12th, 2004 • Real estate investment trusts
Company FiledMarch 12th, 2004 Industry
AMENDMENT NO. 2 TO THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WINN LIMITED PARTNERSHIP This Amendment No. 2 (the "Amendment") to the Second Amended and Restated Agreement of Limited Partnership of WINN Limited Partnership...Winston Hotels Inc • March 27th, 1998 • Real estate investment trusts
Company FiledMarch 27th, 1998 Industry
WINSTON SPE II LLC (Borrower) to GENERAL ELECTRIC CAPITAL CORPORATION (Lender) FORM OF DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILINGWinston Hotels Inc • March 16th, 2005 • Real estate investment trusts • New York
Company FiledMarch 16th, 2005 Industry Jurisdiction
NOTEWinston Hotels Inc • March 25th, 1999 • Real estate investment trusts • North Carolina
Company FiledMarch 25th, 1999 Industry Jurisdiction
AMENDED AND RESTATED NOTEWinston Hotels Inc • March 15th, 2002 • Real estate investment trusts
Company FiledMarch 15th, 2002 IndustryThis note is one of the Bank Notes referred to in the Second Amended and Restated Syndicated Credit Agreement dated as of December 19, 2001, among the Borrower, the banks listed on the signature pages thereof and their successors and assigns, and Wachovia Bank, N.A., as Agent (as the same may be amended or modified from time to time, the "Credit Agreement"). Terms defined in the Credit Agreement are used herein with the same meanings. Reference is made to the Credit Agreement for provisions for the prepayment and the repayment hereof and the acceleration of the maturity hereof. This Note amends and restates in its entirety that certain note dated January 15, 1999, executed by the Borrower and payable to the Bank.
RECITALS:Winston Hotels Inc • March 25th, 1999 • Real estate investment trusts • North Carolina
Company FiledMarch 25th, 1999 Industry Jurisdiction
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • March 16th, 2005 • Winston Hotels Inc • Real estate investment trusts
Contract Type FiledMarch 16th, 2005 Company Industry
WITNESSETHSyndicated Credit Agreement • March 16th, 2005 • Winston Hotels Inc • Real estate investment trusts • North Carolina
Contract Type FiledMarch 16th, 2005 Company Industry Jurisdiction
AGREEMENT AND PLAN OF MERGER by and among WINSTON HOTELS, INC., WINN LIMITED PARTNERSHIP, INLAND AMERICAN REAL ESTATE TRUST, INC. and INLAND AMERICAN ACQUISITION (WINSTON), LLCAgreement and Plan of Merger • April 3rd, 2007 • Winston Hotels Inc • Real estate investment trusts • Delaware
Contract Type FiledApril 3rd, 2007 Company Industry JurisdictionThis AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of April 2, 2007, by and among Winston Hotels, Inc., a North Carolina corporation operating so as to qualify as a real estate investment trust (the “Company”), WINN Limited Partnership, a North Carolina limited partnership whose sole general partner is the Company (the “Operating Partnership” and together with the Company the “Company Parties ”), Inland American Real Estate Trust, Inc., a Maryland corporation (the “Parent”), Inland American Acquisition (Winston), LLC, a Delaware limited liability company and a wholly-owned Subsidiary of Parent (“MergerCo” and together with Parent, the “Buyer Parties”).
AMENDMENT NO. 5 TO THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WINN LIMITED PARTNERSHIPWinston Hotels Inc • March 15th, 2002 • Real estate investment trusts
Company FiledMarch 15th, 2002 IndustryThis Amendment No. 5 (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 January 1, 2002, by and among Winston Hotels, Inc. (the "General Partner") and the Limited Partners 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.
REGISTERED PRINCIPAL AMOUNT No.: $ CUSIP No.: _________ Winston Hotels, Inc. [Designation of Subordinated Security] Winston Hotels, Inc., a North Carolina corporation (hereinafter called the "Corporation," which term shall include any successor...Winston Hotels Inc • October 2nd, 2003 • Real estate investment trusts
Company FiledOctober 2nd, 2003 Industry
ARTICLE IV PARTNERSHIP AGREEMENT MATTERSRedemption and Registration Rights Agreement • August 8th, 1997 • Winston Hotels Inc • Real estate investment trusts • North Carolina
Contract Type FiledAugust 8th, 1997 Company Industry Jurisdiction
EMPLOYMENT AGREEMENTEmployment Agreement • May 10th, 2004 • Winston Hotels Inc • Real estate investment trusts • North Carolina
Contract Type FiledMay 10th, 2004 Company Industry JurisdictionThis Employment Agreement (“Agreement”) is made and entered into by Winston Hotels, Inc., a North Carolina corporation (hereinafter the “Corporation”), and Brent V. West (hereinafter the “Employee”).
2,400,000 SHARES OF COMMON STOCK WINSTON HOTELS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • August 25th, 2006 • Winston Hotels Inc • Real estate investment trusts • New York
Contract Type FiledAugust 25th, 2006 Company Industry JurisdictionWinston Hotels, Inc., a North Carolina corporation (the “COMPANY”), proposes to issue and sell to Friedman, Billings, Ramsey & Co., Inc., Raymond James & Associates, Inc., Robert W. Baird & Co. Incorporated and BB&T Capital Markets, a Division of Scott & Stringfellow, Inc. (the “UNDERWRITERS,” which term shall also include any underwriters substituted as provided in Section 10 hereof) an aggregate of 2,400,000 shares (the “FIRM SHARES”) of common stock, $0.01 par value per share, of the Company (“COMMON STOCK”). The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 2 hereof, up to an additional 360,000 shares (the “ADDITIONAL SHARES”) of Common Stock. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “SHARES.” Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Registration Statement (as defined below).
WITHMaster Lease Agreement • March 16th, 2005 • Winston Hotels Inc • Real estate investment trusts
Contract Type FiledMarch 16th, 2005 Company Industry