Winston Hotels Inc Sample Contracts

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Standard Contracts

EXHIBIT 10.1 TERMINATION AGREEMENT
Termination Agreement • August 13th, 2003 • Winston Hotels Inc • Real estate investment trusts • North Carolina
EXHIBIT 4.1 SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
Limited Partnership Agreement • July 24th, 1997 • Winston Hotels Inc • Real estate investment trusts • North Carolina
Exhibit 1.1 2,750,000 SHARES OF COMMON STOCK WINSTON HOTELS, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • March 21st, 2002 • Winston Hotels Inc • Real estate investment trusts • New York
BETWEEN WINSTON SPE II LLC AS BORROWER AND GENERAL ELECTRIC CAPITAL CORPORATION AS LENDER
Loan Agreement • March 16th, 2005 • Winston Hotels Inc • Real estate investment trusts • New York
EXHIBIT 10.40 CREDIT AGREEMENT
Credit Agreement • March 27th, 1997 • Winston Hotels Inc • Real estate investment trusts • North Carolina
AMENDED AND RESTATED NOTE
Note • March 15th, 2002 • Winston Hotels Inc • 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.

AMENDMENT NO. 7 TO THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WINN LIMITED PARTNERSHIP This Amendment No. 7 (the "Amendment") to the Second Amended and Restated Agreement of Limited Partnership of WINN Limited Partnership...
Second Amended and Restated Agreement of Limited Partnership • November 12th, 2003 • Winston Hotels Inc • Real estate investment trusts

This Amendment No. 7 (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 October 10, 2003, by Winston Hotels, Inc., the general partner (the "General Partner") 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.

WINSTON SPE II LLC (Borrower) to GENERAL ELECTRIC CAPITAL CORPORATION (Lender) FORM OF MORTGAGE, SECURITY AGREEMENT AND FIXTURE FILING
Mortgage, Security Agreement and Fixture Filing • March 16th, 2005 • Winston Hotels Inc • Real estate investment trusts • New York
WITNESSETH
Syndicated Credit Agreement • March 16th, 2005 • Winston Hotels Inc • Real estate investment trusts • North Carolina
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AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • March 16th, 2005 • Winston Hotels Inc • Real estate investment trusts
RECITALS:
Deed of Trust • March 25th, 1999 • Winston Hotels Inc • Real estate investment trusts • North Carolina
WINSTON SPE II LLC (Borrower) to GENERAL ELECTRIC CAPITAL CORPORATION (Lender) FORM OF DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING
Deed of Trust, Security Agreement and Fixture Filing • March 16th, 2005 • Winston Hotels Inc • Real estate investment trusts • New York
AMENDMENT NO. 8 TO THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WINN LIMITED PARTNERSHIP
Amendment to the Second Amended and Restated Agreement of Limited Partnership • March 12th, 2004 • Winston Hotels Inc • Real estate investment trusts
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), LLC
Merger Agreement • April 3rd, 2007 • Winston Hotels Inc • Real estate investment trusts • Delaware

This 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”).

WITH
Master Lease Agreement • March 16th, 2005 • Winston Hotels Inc • Real estate investment trusts
ARTICLE IV PARTNERSHIP AGREEMENT MATTERS
Redemption and Registration Rights Agreement • August 8th, 1997 • Winston Hotels Inc • Real estate investment trusts • North Carolina
EXHIBIT 10.1 MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • October 12th, 2004 • Winston Hotels Inc • Real estate investment trusts • New York
EMPLOYMENT AGREEMENT
Employment Agreement • May 10th, 2004 • Winston Hotels Inc • Real estate investment trusts • North Carolina

This 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 AGREEMENT
Underwriting Agreement • August 25th, 2006 • Winston Hotels Inc • Real estate investment trusts • New York

Winston 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).

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