Unassociated Document


    Exhibit
10.30

    
 

    AMENDMENT
NO. 1 TO SECOND AMENDED AND RESTATED ADVISORY

    AGREEMENT

    


    THIS AMENDMENT NO. 1 TO SECOND
AMENDED AND RESTATATED ADVISORY AGREEMENT, made as of May 11, 2009,
between WINTHROP REALTY
TRUST, an Ohio business trust corporation (the “Trust”), WRT REALTY, L.P., a Delaware
limited partnership (the “Operating Partnership”, and together with the Trust,
the “Company”), and FUR
ADVISORS LLC (the “Advisor”).

     

    WHEREAS, the Trust, the
Operating Partnership and the Advisor are party to that certain Second Amended
and Restated Advisory Agreement dated March 5, 2009 (the “Advisory Agreement”)
pursuant to which the Advisor was retained to provide advisory services to the
Company;

     

    WHEREAS, the Trust and the
Advisor desire to amend the Advisory Agreement to correct certain scrivener
errors;

     

    NOW, THEREFORE, in
consideration of the premises and of the mutual agreements herein set forth, the
parties hereto agree as follows:

     

    1.           Capitalized
Terms.  Capitalized terms used herein and not otherwise defined
shall have the meaning ascribed thereto in the Advisory Agreement.

     

    2.           Amendments to Advisory
Agreement.  The Advisory Agreement is hereby amended as
follows:

     

    (a)           Section
4.1 is amended by deleting from the definition of “Issuance Price” the words
“with respect to future issuances” and inserting in lieu thereof the words “with
respect to issuances from and after January 1, 2009”

     

    (b)           Section
4.4(b)(iii) is amended by deleting the number “$375,114,811” and inserting the
number “$314,787,186” in lieu thereof.

     

    3.           Miscellaneous.
(a)  Except as modified hereby, the Advisory Agreement remains in full
force and effect and the provisions thereof are hereby ratified and
confirmed.

    


    (b)           All
references in the Advisory Agreement to “this Agreement”, “hereunder”, “hereto”
or similar references, and all references in all other documents to the Advisory
Agreement shall hereinafter be deemed references to the Advisory Agreement as
amended hereby.

    


    (c)           This
Amendment may be executed in one or more counterparts, all of which together
shall for all purposes constitute one amendment, binding on all parties hereto,
notwithstanding that the parties have not signed the same
counterparts.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
and year first above written.

     

    
      
        
          
            
              
                
                  	
                          WINTHROP
      REALTY TRUST

                        
	 
      	 
      
	
                          By:

                        	
                            

                        
	 
      	
                          Carolyn
      Tiffany

                        
	 
      	
                          President

                        
	 
      	 
      
	
                          WRT
      REALTY, L.P.

                        
	 
      	 
      
	
                          By:

                        	
                          Winthrop
      Realty Trust

                        
	 
      	
                          General
      Partner

                        
	 
      	 
      
	 
      	
                          By:

                        	
                            

                        
	 
      	 
      	
                          Carolyn
      Tiffany

                        
	 
      	 
      	
                          President

                        
	 
      	 
      
	
                          FUR
      ADVISORS LLC

                        
	 
      	 
      
	
                          By:

                        	
                          FUR
      Holdings LLC

                        
	 
      	
                          Member

                        
	 
      	 
      
	 
      	
                          By:

                        	
                          WEM-FUR
      Investors LLC

                        
	 
      	 
      	
                          Managing
      Member

                        
	 
      	 
      	 
      
	 
      	 
      	
                          By:

                        	
                            

                        
	 
      	 
      	 
      	
                          Michael
      L. Ashner

                        
	 
      	 
      	 
      	
                          Managing
      Member

                        


                

              

            

          

        

      

    


    
      
         


      

      
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