0000950144-02-002359 Sample Contracts

AMENDED AND RESTATED NOTE
Winston Hotels Inc • March 15th, 2002 • Real estate investment trusts

This 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.

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AMENDED AND RESTATED NOTE
Winston Hotels Inc • March 15th, 2002 • Real estate investment trusts

This 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.

SECOND AMENDED AND RESTATED SYNDICATED CREDIT AGREEMENT
Syndicated Credit Agreement • March 15th, 2002 • Winston Hotels Inc • Real estate investment trusts • North Carolina
AMENDMENT NO. 5 TO THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WINN LIMITED PARTNERSHIP
Winston Hotels Inc • March 15th, 2002 • Real estate investment trusts

This 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.

AMENDED AND RESTATED NOTE
Winston Hotels Inc • March 15th, 2002 • Real estate investment trusts

This 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.

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