Unassociated Document


    SECOND
AMENDMENT TO LOAN AGREEMENT

     

    This
SECOND AMENDMENT TO LOAN AGREEMENT (this “Amendment”) is made
as of this 16th day of December, 2008 by and among (i) WRT Realty L.P., a
Delaware limited partnership (the “Borrower”), (ii) the
Lenders party thereto (the “Lenders”), and (iii)
KeyBank National Association, as agent (the “Agent”) for the
Lenders.

    


    WHEREAS,
the Borrower, the Lenders, and the Agent are party to that certain Loan
Agreement, dated as of December 16, 2005 (as same may be amended, modified,
supplemented, extended, renewed, or restated from time to time, the “Loan
Agreement”).  Capitalized terms used herein and not otherwise
defined shall have the meanings assigned to such terms in the Loan
Agreement.

    


    WHEREAS,
pursuant to that certain FIRST AMENDMENT TO LOAN AGREEMENT dated as of July 10,
2006 Sovereign Bank agreed to (i) become a Lender under the Loan Agreement and
issue a Commitment in the amount of $20,000,000.00, and (ii) fund to the Agent
its Commitment Percentage of the outstanding principal balance of the
loan.

    


    WHEREAS,
pursuant to that certain ASSIGNMENT AND ASSUMPTION dated as of July 31, 2006
Allied Irish Banks, p.l.c. agreed to (i) become a Lender under the Loan
Agreement and assume a portion of the Commitment from KeyBank National
Association in the amount of $15,000,000.00, and (ii) fund to the Agent its
Commitment Percentage of the outstanding principal balance of the
loan.

    


    WHEREAS,
Sovereign Bank and Allied Irish Banks, p.l.c. no longer desire to remain Lenders
under the Loan Agreement.

    


    WHEREAS,
the Borrower has requested that the Lenders extend the term of the Loan for an
additional two (2) years with a one (1) year extension option.

    


    WHEREAS,
the Lenders have agreed to extend the Loan and otherwise amend the terms
thereof, provided that the Borrower,
among other things, execute and deliver this Amendment to the
Agent.

    


    NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Lenders and the Borrower agree as
follows:

    


    
      	
              1.  

            	
              As
      a condition precedent to the effectiveness of this Amendment, if any such
      amounts are outstanding, (i) the Borrower shall pay to the Agent an amount
      sufficient to satisfy any and all Obligations owed to both Sovereign Bank
      and Allied Irish Banks, p.l.c. under the Loan Agreement, and (ii) the
      Agent shall apply such payment solely to the Obligations owed to Sovereign
      Bank and Allied Irish Banks, p.l.c. as opposed to pro rata across all
      Obligations.  Upon the receipt and application of said payments,
      as necessary, the Commitments of Sovereign Bank and Allied Irish Banks,
      p.l.c. shall be deemed terminated and Sovereign Bank and Allied Irish
      Banks, p.l.c. shall be deemed released from any and all Obligations under
      the Loan Agreement.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              2.  

            	
              The
      Facility Amount is hereby deemed to be Thirty-Five Million Dollars
      ($35,000,000.00).

            


    

     

    
      	
              3.  

            	
              Exhibit I to
      the Loan Agreement is hereby deleted in its entirety and the attached
      Exhibit I
      substituted therefor.

            


    

     

    
      	
              4.  

            	
              Section
      2.2 of the Loan Agreement is hereby amended by deleting the reference to
      the phrase “December 16, 2008” and substituting in its stead the phrase
      “December 16, 2010”, and hereby further amended by deleting the reference
      to the phrase “December 16, 2009” and substituting in its stead the phrase
      “December 16, 2011”.

            


    

     

    
      	
              5.  

            	
              In
      addition, the Borrower shall pay to the Agent all fees and expenses
      (including reasonable attorney’s fees and expenses) incurred by the
      Agent.

            


    

     

    
      	
              6.  

            	
              This
      Amendment, which may be executed in multiple counterparts, constitutes the
      entire agreement of the parties regarding the matters contained herein and
      shall not be modified by any prior oral or written
      discussions.

            


    

     

    
      	
              7.  

            	
              The
      Borrower acknowledges and agrees that it has no claims, counterclaims,
      offsets, defenses or causes of action against the Lenders or the Agent
      with respect to amounts outstanding under the Loan Agreement or
      otherwise.  To the extent such claims, counterclaims, offsets,
      defenses and/or causes of actions should exist, whether known or unknown,
      at law or in equity, the Borrower hereby WAIVES same and RELEASES the
      Lender from any and all liability in connection
  therewith.

            


    

     

    [SIGNATURES
TO FOLLOW]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    It is
intended that this Amendment take effect as an instrument under seal as of the
date first written above.

     

    
      
        	

                BORROWER: 

              	

                WRT
      REALTY L.P., a Delaware limited partnership

              	 
	 	 	 	 
	
                 

              	
                By:

              	Winthrop
      Realty Trust, general
      partner	 
	 	 	 	 
	 	 	 	 
	 	 	By:	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 


      

    

     

     

    
      
        	

                AGENT:

              	
                KEYBANK
      NATIONAL ASSOCIATION, a national banking association

              	 
	 	 	 	 
	 	 	 	 
	
                 

              	
                By:
      

              	 	 
	 	 	Name:	Jeffry
      M. Morrison	 
	 	 	 	Duly
      Authorized	 


      


       

      
        
          	

                  

                    LENDER:

                  

                	
                  KEYBANK
      NATIONAL ASSOCIATION, a national banking association

                	 
	 	 	 	 
	 	 	 	 
	
                   

                	
                  By:
      

                	 	 
	 	 	Name:	Jeffry
      M. Morrison	 
	 	 	 	Duly
      Authorized	 


        



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      The
following Lenders execute this Amendment solely for the purposes of
acknowledging and agreeing to the provisions set forth in Paragraph 1
above.

    

     

    
      
        	

                LENDER:

              	
                SOVEREIGN
      BANK, a federal savings bank

              	 
	 	 	 	 
	 	 	 	 
	
              	
                By:
      

              	 	 
	 	 	Duly
      Authorized	 
	 	 	
              	 
	 	 	 	 


      

    

     

    
      	

              LENDER:

            	
              

                ALLIED
      IRISH BANKS, P.L.C., a
      banking corporation organized under the laws of the Republic of
      Ireland

              

            	 
	 	 	 	 
	 	 	 	 
	
            	
              By:
      

            	 	 
	 	 	Duly
      Authorized	 
	 	 	
            	 
	 	 	 	 


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      EXHIBIT
I

       

    

    LENDERS’
COMMITMENTS

     

     

    
      	
              Lender

            	
              Commitment
      Amount

            	
              Commitment
      Percentage

            
	
              KeyBank
      National Association

            	
              $35,000,000.00

            	
              100%

            
	
              Total

            	
              $35,000,000.00

            	
              100%