**Item
      1.01. Entry into a Material Definitive Agreement.**




On
      August
      2, 2008, WRT Realty L.P. (the “Partnership”), the operating partnership
      wholly-owned subsidiary of Winthrop Realty Trust (the “Trust”), and The
      Lexington Master Limited Partnership (“LMLP”), an operating partnership
      subsidiary of Lexington Realty Trust (“Lexington”) formed a jointly owned
      subsidiary, Lex-Win Concord LLC (“Lex-Win”), and the Partnership and LMLP each
      contributed to Lex-Win all of their right, title and interest in Concord Debt
      Holdings LLC (“Concord”) and WRP Management LLC (“WRP Management”), the entity
      that provides collateral management and asset management services to Concord
      and
      its existing CDO.




Second
      Amended and Restated Limited Liability Company Agreement of
      Concord




Immediately
      following the contribution described above, Lex-Win, as managing member, and
      Inland American (Concord) Sub LLC (“Inland”), a wholly-owned subsidiary of
      Inland American Real Estate Trust, Inc., as a preferred member, entered into
      the
      Second Amended and Restated Limited Liability Company Agreement (the “Amended
      Concord Agreement”) of Concord.




*Capital
      Contributions*




The
      Amended Concord Agreement provides for a $100.0 million capital commitment
      by
      Inland to Concord during the period ending on the earlier of (i) 12 months
      if
      $65.0 million of capital contributions is not called from Inland during the
      first 12 month period (ii) 18 months or (iii) at Inland’s election, the date on
      which neither Michael L. Ashner nor Peter Braverman, respectively, the Chief
      Executive Officer and President and of the Trust, is a member of Concord’s
      advisory committee (see “ *Governance* ”
below).
      Inland’s capital contributions may be used by Concord, without Inland’s consent,
      for the acquisition of loan assets meeting certain criteria and, with Inland’s
      consent, to meet margin calls or for senior loans and sidecar investments.
      Lex-Win is obligated to make additional capital contributions to Concord of
      up
      to $75.0 million (“Lex-Win Preferred Capital”) only if such capital
      contributions are necessary to (i) meet a margin call if Inland elects not
      to
      make a capital contribution with respect to such margin call, (ii) retire short
      term debt (non-match funded debt with a maturity of less than one year or 18
      months with extensions and 15% of match funded debt with a maturity of less
      than
      one year with extensions) so that short term debt does not exceed the greater
      of
      (x) $750.0 million or 120% of total equity contributed and committed (the “Short
      Term Debt Limit”), or (iii) retire debt so that Concord’s total debt to total
      assets is not greater than 75% (the “Total Debt Limit”).




*Distributions*




As
      described in more detail below, Inland receives a 10% priority return on
      unreturned capital contributions from operating cash flow and capital proceeds
      (subject to certain increases in the Inland priority return in the event of
      certain default events by Lex-Win), and Lex-Win receives a priority return
      from
      capital proceeds until its unreturned capital contributions are reduced to
      $200
      million (currently $325 million) or, if Inland is no longer obligated to make
      preferred capital contributions, the greater of (i) $100 million and (ii) 200%
      of Inland’s unreturned preferred capital contribution.




Operating
      cash flow is distributed (i) first, to Lex-Win until it receives its unreturned
      Lex-Win Preferred Capital plus the applicable return on its Lex-Win Preferred
      Capital, generally equal to the rate on the debt related to the margin call
      being satisfied or the debt being retired by such Lex-Win Preferred Capital;
      provided, that if such additional capital contribution is not returned within
      12
      months, such rate is reduced by 50 basis points , (ii)
      second, to Inland until it receives a 10% preferred return on its unreturned
      capital contributions (subject to certain increases in the Inland priority
      return in the event of certain default events by Lex-Win), (iii) third, to
      Lex-Win until it receives a 10% return on its unreturned capital contributions,
      and (iv) thereafter, pari
      passu between Lex-Win and Inland in accordance with unreturned capital
      contributions, except that Lex-Win will receive, as a promoted interest, 30%
      of
      the amount that Inland would otherwise be entitled to receive ,
      or if
      all unreturned capital contributions have been reduced to zero, distributions
      will be made 76 2/3% to Lex-Win and 23 1/3% to Inland.








Capital
      proceeds are distributed (i) first, to Lex-Win until it receives the applicable
      return on its Lex-Win Preferred Capital plus a return of its Lex-Win Preferred
      Capital, (ii) second, to the extent not paid from cash flow, to Inland until
      it
      receives a 10% preferred return on its unreturned capital contributions, (iii)
      third, to Lex-Win until its existing unreturned capital contribution is reduced
      to $200 million (currently $325 million) or, if Inland is no longer obligated
      to
      make capital contributions, the greater of (i) $100 million and (ii) 200% of
      Inland’s unreturned capital contribution, (iv) fourth, to Inland until it
      receive a return of its unreturned capital contributions, (v) fifth, to the
      extent not paid from cash flow, to Lex-Win until it receives a 10% preferred
      return on its unreturned capital contributions, (vi) sixth, to Lex-Win until
      it
      receive a return of its unreturned capital, and (vii) thereafter, 76 2/3% to
      Lex-Win and 23 1/3% to Inland.





*Governance*





Lex-Win
      generally has discretion to make investments in loan assets meeting certain
      criteria, except that Inland’s consent and the approval of an advisory committee
      is required for certain actions. The advisory committee will consist of two
      members appointed by Inland and two members appointed by Lex-Win (one from
      each
      of the Partnership and LMLP); provided that either Michael L. Ashner or Peter
      Braverman need to be a member of the Advisory Committee at all times, and,
      if
      not, then Inland will not be required to make any further capital contributions
      and Concord is not permitted to make any investments in loan assets or sidecar
      entities without Inland’s consent. If this were to occur, Lex-Win, the Trust and
      Lexington would, however, be entitled to invest in loan assets or sidecar
      entities directly six months thereafter.





*Management
      Fees*





Lex-Win
      or its designee will be entitled to (i) an annual base management fee equal
      to
      100 basis points of the total unreturned capital contributions made by Lex-Win
      and Inland to Concord, which fee will be paid quarterly and reduced by any
      payments made by Concord’s existing CDO to WRP Management, (ii) origination fees
      equal to 27.5 basis points of the gross purchase price of any loan asset
      acquired by Concord, and (iii) securitization fees equal to 7.5 basis points
      of
      the gross value of a securitized entity established by Concord, but not to
      exceed $300,000.





*Exclusivity*





Lex-Win
      and its affiliates (including the Trust and the Partnership) will have the
      obligation to offer all loan assets meeting the investment criteria to Concord,
      subject to certain exceptions, including if such loan assets are related to
      existing assets owned by Lex-Win or its affiliates, or if the Trust acquires,
      directly or indirectly, a company currently in the business of originating
      and/or acquiring loan assets.





*Redemptions*





Inland
      will have the right at any time after the earlier of a default event by Lex-Win
      or the fifth anniversary of the date of the Amended Concord Agreement to have
      its interest in Concord redeemed for a redemption price approximating the fair
      market value of Inland’s interests in Concord at the time. In addition, Lex-Win
      will have the right to redeem Inland’s interest in Concord after such fifth
      anniversary, provided that Inland can elect to retain its interest in Concord,
      in which case (i) the redemption will be null and void and (ii) Inland will
      no
      longer have the right to request a redemption.





*Removal
      of Manager*





Following
      a default event by Lex-Win, Inland will have the right to remove Lex-Win as
      the
      managing member and appoint a new managing member, in which event Lex-Win would
      no longer be permitted to receive its promoted interest or to receive any of
      the
      fees described above. In addition, following a default event by Lex-Win, Inland
      will have the right to sell assets of Concord or liquidate Concord without
      Lex-Win’s consent.








*Transfers*





Transfers
      of interests are generally prohibited except certain transfers, including
      transfers (i) to affiliates of members, (ii) transfers between the members
      of
      Lex-Win, (iii) transfers of interests in Lex-Win so long as either the
      Partnership or WRT continues to control Lex-Win, and (iv) transfers of interests
      in Inland so long as the Inland Real Estate Group of Companies continues to
      control Inland. Following a default event, Inland will have the right to remove
      Lex-Win as the managing member in which event Lex-Win would no longer be
      permitted to receive its promoted interest or to receive any of the fees
      described above. In addition, following a default event, Inland will have the
      right to sell assets or liquidate without Lex-Win’s consent.





The
      foregoing description is qualified in its entirety by reference to the Amended
      Concord Agreement, which is attached as Exhibit 10.1 to this Current Report
      on
      Form 8-K.




Limited
      Liability Company Agreement of Lex-Win and Administration and Advisory
      Agreement




As
      disclosed above, on August 2, 2008, the Partnership and LMLP have contributed
      all of their right, title and interest in Concord to Lex-Win pursuant to the
      Limited Liability Company Agreement of Lex-Win (the “Lex-Win
      Agreement”).




*Capital
      Contributions*




Capital
      contributions will only be required to the extent required by Lex-Win under
      the
      Concord Agreement and will be made equally by the Partnership and LMLP.




*Distributions*





Distributions
      of cash flow and capital proceeds will be distributed equally to the Partnership
      and LMLP, unless a default event has occurred which was caused by the
      Partnership or LMLP. In such case, the non-defaulting member will receive from
      Lex-Win and the defaulting member the same returns it would have received under
      the Amended Concord Agreement and the Lex-Win Agreement had there not been
      a
      default and any shortfall will accrue at a default rate which will be payable
      by
      the defaulting member.




*Governance*




Lex-Win
      will be managed by the Partnership and LMLP and certain accounting and auditing
      matters will be subject to the approval of an audit committee which will consist
      of two independent trustees (one appointed by each of the Partnership and LMLP)
      and the CFO of each of the Trust and Lexington. WRP Sub-Management LLC (“WRP
      Sub”), an affiliate of FUR Advisors LLC (“FUR Advisors”), the Trust’s external
      advisor and entity controlled and partially owned by the Trust’s senior
      management, will act as the administrative manager of Lex-Win. WRP Sub will
      be
      entitled to reimbursement of certain dedicated expenses. On August 2, 2008,
      WRP
      Sub also entered into an Administration and Advisory Agreement with Lex-Win
      and
      WRP Management.




The
      Trust
      will have sole discretion over certain actions by Lex-Win if Lexington, directly
      or indirectly (other than through Concord) pursues certain loan assets as
      permitted by the terms of the Amended Concord Agreement.





*Management
      Fees*





Pursuant
      to the Administration and Advisory Agreement, Lex-Win and WRP Management are
      obligated to pay to WRP Sub (i) reimbursement of indirect expenses in an amount
      equal to 5 basis points of the total unreturned capital of Concord (the
“Indirect Reimbursement”), (ii) origination fees, approved in connection with
      the annual budget each year, and currently equal to 50 basis points of the
      gross
      value of any loan asset acquired by Concord and (iii) a reimbursement of all
      direct expenses of employees (other than loan originators) dedicated solely
      to
      the business of Concord. Due to the affiliation of WRP Sub and FUR Advisors,
      the
      Trust will continue to be entitled to reduce the fee payable by it to FUR
      Advisors by one-half of the Indirect Reimbursement paid to WRP Sub to ensure
      equal treatment to the Trust and LMLP with respect to the fees paid by Lex-Win
      to WRP Sub.








*Buy/Sell*





The
      Lex-Win Agreement contains a buy/sell that may be exercised by any member at
      any
      time following the redemption of Inland’s preferred interest in Concord or
      expiration of Inland’s right to cause a redemption of its preferred interest in
      Concord.





*Transfers*





Transfers
      of interests are generally prohibited except transfers (x) to affiliates or
      other members, (y) of interests up to 30% of such member’s interest so long as
      the Trust or Lexington, as the case may be, retains control of such member,
      (z)
      to a transferee that has provided evidence sufficient to the other member that
      such transferee has the financial capability to make capital contributions
      to
      Lex-Win equal to not less than 12.5% of Lex-Win’s total net asset
      value.





The
      foregoing description is qualified in its entirety by reference to the Lex-Win
      Agreement, which is attached as Exhibit 10.2 to this Current Report on Form
      8-K,
      and the Administration and Advisory Agreement, which is attached as Exhibit
      10.3
      to this Current Report on Form 8-K.