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INDEX TO EXHIBIT

Exhibit

Description

 

3.1 (10)

Restated Articles of   Incorporation

 

3.2

Amended and Restated Bylaws

 

4.1 (1)

Specimen certificate for Common Stock , $0 .01 par value per share 

 

4.2 (4)

Specimen certificate for 9.25 % Series A Cumulative Preferred Stock

 

4.3 (10)

Restated Articles of Incorporation

 

4.4

Amended and Restated Bylaws

 

 

10.1(3)

Second Amended and Restated Agreement of Limited Partnership of WINN Limited Partnership.

 

10.2(4)

Amendment No. 1 dated September 11, 1997 to Second Amended and Restated Agreement of  Limited Partnership of WINN Limited Partnership

 

1 0.3(6)

Amendment No. 2 dated December 31, 1997 to Second Amended and Restated Agreement of Limited Partnership of WINN Limited Partnership

 

10.4(12)

Amendment No. 3 dated September 14, 1998 to Second Amended and Restated Agreement of  Limited Partnership of WINN Limited Partnership

 

10.5(11)

Amendment No. 4 dated October 1, 1999 to Second Amended and Restated Agreement Partnership of WINN Limited Partnership

 

10.6(2)

Form of Percentage Leases

 

10.7(5)

First Amendment to Lease dated November 17, 1997 between WINN Limited Partnership and CapStar Winston Company, L.L.C.

 

10.8(5)

First Amendment to Lease dated November 24, 1997 between WINN Limited Partnership and CapStar Winston Company, L.L.C.

 

10.9(1)

Winston Hotels, Inc. Directors' Stock Incentive Plan

 

10.10(2)

Limitation of Future Hotel Ownership and Development Agreement

 

10.11(5)

Guaranty dated November 17, 1997 between CapStar Hotel Company, WINN Limited Partnership and Winston Hotels, Inc.

 

10.12(6)

Employment Agreement, dated July 31, 1997, by and between Kenneth R. Crockett and Winston Hotels, Inc.

 

10.13(7)

Winston Hotels, Inc. Stock Incentive Plan as amended May 1998

 

10.14(8)

Loan Agreement by and between Winston SPE LLC and CMF Capital Company LLC dated November 3, 1998

 

10.15(8)

Promissory note dated November 3, 1998 by and between Winston SPE LLC and CMF Capital Company, LLC

 

10.16(9)

Winston Hotels, Inc. Executive Deferred Compensation Plan


10.17(9)

Credit Agreement, dated as of January 15, 1999, among Wachovia Bank, N.A., Branch Banking and Trust Company, SouthTrust Bank, N.A., Centura Bank, Winston Hotels, Inc., WINN Limited Partnership and Wachovia Bank, N.A. as Agent (the "Credit Agreement")

 

 

10.18(9)

Promissory Note, dated as of January 15, 1999, from Winston Hotels, Inc. and WINN Limited Partnership to Wachovia Bank, N.A. for the principal sum of $60,000,000 pursuant to the Credit Agreement

 

 

10.19(9)

Promissory Note, dated as of January 15, 1999, from Winston Hotels, Inc. and WINN Limited Partnership to Branch Banking and Trust Company for the principal sum of $40,000,000 pursuant to the Credit Agreement

 

 

10.20(9)

Promissory Note, dated as of January 15, 1999, from Winston Hotels, Inc. and WINN Limited Partnership to SouthTrust Bank, N.A. for the principal sum of $25,000,000 pursuant to the Credit Agreement

 

 

10.21(9)

Promissory Note, dated as of January 15, 1999, from Winston Hotels, Inc. and WINN Limited Partnership to Centura Bank for the principal sum of $15,000,000 pursuant to the Credit Agreement

 

 

10.22(9)

Form of Deed of Trust, Assignment of Rents, Security Agreement and Financing Statement used to secure certain obligations under the Credit Agreement (not including certain variations existing in the different states where the properties are located)

 

 

21.1

Subsidiaries of the Registrant

 

 

23.1

Consent of Independent Accountants (PricewaterhouseCoopers LLP)

 

 

23.2

Accountants’ Consent (KPMG LLP)

 

 

24.1

Powers of Attorney

 

 

99.1

Risk Factors

 

(1)

Exhibits to the Company's Registration Statement on Form S-11as filed with the Securities and Exchange Commission (Registration No. 33-76602) effective May 25, 1994 and incorporated herein by reference.

 

(2)

Exhibits to the Company's Registration Statement on Form S-11 as filed with the Securities and Exchange Commission (Registration No. 33-91230) effective May 11, 1995 and incorporated herein by reference.

 

(3)

Exhibit to the Company’s report on Form 8-K as filed with the Securities and Exchange Commission on July 24,1997 and incorporated herein by reference.

 

(4)

Exhibits to the Company’s report on Form 8-K as filed with the Securities and Exchange Commission on September 15, 1997 and incorporated herein by reference.

 

(5)

Exhibits to the Company’s report on Form 8-K as filed with the Securities and Exchange Commission on December 10, 1997 and incorporated herein by reference.

 

(6)

Exhibits to the Company’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission on March 27, 1998 and as amended by Form 10-K/A filed with the Securities and Exchange Commission on April 1,1998.

 

(7)

Exhibit to the Company’s Registration Statement on Form S-8 as filed with the Securities and Exchange Commission on July 29, 1998. (Registration No. 333-60079 ) and incorporated herein by reference.

 

(8)

Exhibits to the Company’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on November16, 1998 and as amended on Form 10-Q/A filed with the Securities and Exchange Commission on February 23,1999 and incorporated herein by reference.

 

(9)

Exhibits to the Company’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission on March 25, 1999 and incorporated herein by reference.

 

(10)

Exhibit to the Company’s Quarterly Report on Form 10-Q or filed with the Securities and Exchange Commission on August 4,1999 and incorporated herein by reference.

 

(11)

Exhibit to the Company’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on November 12, 1999 and incorporated herein by reference.

 

(12)

Exhibit to the Company’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission on March 17, 2000 and incorporated herein by reference.

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