Unassociated Document


    THIRD
AMENDMENT TO LOAN AGREEMENT

     

    This
THIRD 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,
pursuant to that certain SECOND AMENDMENT TO LOAN AGREEMENT, dated of even date
herewith, Sovereign Bank and Allied Irish Banks, p.l.c. were released as lenders
and the term of the Loan was extended for two years.

    


    WHEREAS,
the Lenders have further agreed to amend the terms of the Loan Agreement, 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.  

            	
              Section
      2.1.2 of the Loan Agreement is hereby amended by deleting the reference to
      the phrase “September 16, 2008” and substituting in its stead the phrase
      “September 16, 2010”, and hereby further amended by deleting the reference
      to the phrase “Fifty Million Dollars ($50,000,000.00)” and substituting in
      its stead the phrase “Forty Million Dollars
    ($40,000,000.00)”.

            


    

     

    
      	
              2.  

            	
              Notwithstanding
      anything to the contrary in the Loan Agreement, the Borrower acknowledges
      and confirms that the acceptance of any Additional Collateral and any
      required action or documents to be executed or completed in connection
      therewith shall be in the sole and absolute discretion of the Agent and
      the Lenders.

            


    

     

    
      	
              3.  

            	
              Section
      7.26.2 of the Loan Agreement is hereby amended by deleting the words
      “sixty (60%) percent” in the last line thereof and inserting the words
      “fifty five (55%) percent” in lieu
thereof.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              4.  

            	
              Section
      7.26.3 of the Loan Agreement is hereby amended by deleting the first
      sentence thereof and replacing same with the
  following:

            


    

     

    “The Net
Worth of the REIT shall at all times be equal to or greater than
$250,000,000.00, plus 75% of the amount of any net proceeds received by the REIT
in connection with any securities issuances or offerings consummated from and
after the December 16, 2008.”

     

    
      	
              5.  

            	
              Section
      7.26.5 of the Loan Agreement is hereby amended by deleting the number
      $10,000,000” in the first sentence thereof and inserting “Seventeen
      Million Five Hundred Thousand Dollars ($17,500,000.00) in lieu
      thereof.

            


    

     

    
      	
              6.  

            	
              The
      definition of the term “Adjusted Prime Rate” in Exhibit A is
      hereby amended by deleting the definition in its entirety and substituting
      in its stead the following:

            


    

     

    
      	
               
      

            	
              “Adjusted Prime
      Rate means the per annum rate of interest equal to the sum of (a)
      the Applicable Margin for Prime Rate Advances and (b) the greater of (i)
      the Prime Rate, (ii) the Federal Funds Effective Rate plus one percent
      (1.0%), or (iii) the then-applicable LIBOR Rate for a one month interest
      period plus one percent (1.00%) per annum. Any change in the Adjusted
      Prime Rate resulting from a change in the Prime Rate, the Federal Funds
      Effective Rate or the LIBOR Rate shall become effective as of 12:01 a.m.
      on the Business Day on which each such change
  occurs.”

            


    

     

    
      	
              7.  

            	
              The
      definition of the term “Applicable Margin” in Exhibit A is
      hereby amended by deleting the definition in its entirety and substituting
      in its stead the following:

            


    

     

    
      	
               
      

            	
              Applicable
      Margin means the percentage rate set forth
  below:

            


    

     

    
      	
              Applicable
      Margin

              LIBOR
      Rate Option

            	
              Applicable
      Margin

              Adjusted
      Prime Rate Option

            
	
              3.00%

            	
              2.0%

            


    

     

    However,
as long as the Borrower maintains cash, on deposit with the Agent Bank in a
Deposit Account which is pledged to the Agent as collateral for the Obligations
in an amount equal to at least fifty percent (50%) of the Facility Amount, and
the Consolidated Leverage Ratio is 45% or below, the Applicable Margin will be
as follows:

    


    
      	
              Applicable
      Margin

              LIBOR
      Rate Option

            	
              Applicable
      Margin

              Adjusted
      Prime Rate Option

            
	
              2.25%

            	
              1.25%

            


    

     

    
      	
              8.  

            	
              The
      definition of Borrowing Base is hereby deleted in its entirety and shall
      be replaced by the following:

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Borrowing
Base shall mean the aggregate of, as to each item of Collateral delivered by the
Borrower hereunder, the amount as determined by the Agent and the Lenders to be
advanced against such Collateral, all as further agreed among the Borrower, the
Agent and the Lenders at the time such Collateral is delivered or any Loans
advanced in connection therewith.”

     

    
      	
              9.  

            	
              The
      definition of Liquid Assets is hereby amended to include equity securities
      which are publicly traded on either the New York Stock Exchange or
      NASDAQ.

            


    

     

    
      	
              10.  

            	
              Upon
      the execution hereof, the Borrower shall pay to the Agent, for the benefit
      of KeyBank National Association, the fees set forth in that certain side
      letter of even date.  In addition, the Borrower shall pay to the
      Agent all fees and expenses (including reasonable attorney’s fees and
      expenses) incurred by the Agent.

            


    

     

    
      	
              11.  

            	
              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.

            


    

     

    
      	
              12.  

            	
              The
      Borrower acknowledges and agrees that any and all collateral granted by
      the undersigned or any other party in connection with the Loan shall
      continue to secure all obligations and liabilities of the Borrower to the
      Agent and the Lenders under the Loan
Documents.

            


    

     

    
      	
              13.  

            	
              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:	Chief
      Operating Officer 	 


        

      

       

       

      
        
          	
                  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	 


        

      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

    

    GUARANTOR
ACKNOWLEDGMENT

    


    Each of
the undersigned, as a Guarantor under certain Guaranties dated as of December
16, 2005 of Obligations and liabilities of the Borrower (as set forth in the
Guaranty)  hereby acknowledges that the Guaranty remains in full force
and effect and hereby consents to the execution of the foregoing Third Amendment
to Loan Agreement by the Borrower and acknowledge and agree that (i) the
obligations and liabilities of the Borrower under the Note and other Loan
Documents, as so amended, shall be continued and guaranteed by the undersigned
under the Guaranty subject to the terms and conditions of such Guaranty, and
(ii) any and all collateral granted by the undersigned shall continue to secure
all obligations and liabilities of the undersigned and the Borrower to the Agent
and the Lenders under the Loan Documents.

     

    
      
        	 	WINTHROP REALTY
      TRUST	 
	 	 	 	 
	 	 	 	 
	 	
                By:
      

              	 	 
	 	Name:	 	 
	 	Title:	 	 
	 	 	 	 
	 	 	 	 
	 	WRT
      TRS MANAGEMENT CORP.	 
	 	 	 	 
	 	 	 	 
	 	By:	 	 
	 	Name:	 	 
	 	Title:	 	 
	 	 	 	 
	 	 	 	 
	 	WRT-SPRINGING
      MEMBER LLC, a Delaware limited liability company	 
	 	 	 	 
	 	By:	WRT
      Realty L.P., its sole member	 
	 	 	 	 	 
	 	 	By: 	Winthrop
      Realty Trust, its general partner	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	By:	 	 
	 	 	 	Name:	 	 
	 	 	 	Title:	 	 
	 	 	 	 


      

    

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	FT-5400
      WESTHEIMER LLC, a Delaware limited liability company	 
	 	 	 	 
	 	By:	WRT
      Realty L.P., its sole member	 
	 	 	 	 	 
	 	 	By: 	Winthrop
      Realty Trust, its general partner	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	By:	 	 
	 	 	 	Name:	 	 
	 	 	 	Title:	 	 


    

     

    
      	 	FT-5400
      NEW UNIT LENDER LLC, a Delaware limited liability company	 
	 	 	 	 
	 	By:	WRT
      Realty L.P., its sole member	 
	 	 	 	 	 
	 	 	By: 	Winthrop
      Realty Trust, its general partner	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	By:	 	 
	 	 	 	Name:	 	 
	 	 	 	Title:	 	 


    

     

    
      	 	FT-MARC
      LOAN LLC, a Delaware limited liability company	 
	 	 	 	 
	 	By:	WRT
      Realty L.P., its sole member	 
	 	 	 	 	 
	 	 	By: 	Winthrop
      Realty Trust, its general partner	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	By: 	 	 
	 	 	 	Name:	 	 
	 	 	 	Title:	 	 


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	FT-MARC
      CLASS B LLC, a Delaware limited liability company	 
	 	 	 	 
	 	By:	WRT
      Realty L.P., its sole member	 
	 	 	 	 	 
	 	 	By: 	Winthrop
      Realty Trust, its general partner	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	By:	 	 
	 	 	 	Name:	 	 
	 	 	 	Title:	 	 


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      EXHIBIT
I-B

    

     

    EXHIBIT
I

     

    LENDERS’
COMMITMENTS

     

     

    
      	
              Lender

            	
              Commitment
      Amount

            	
              Commitment
      Percentage

            
	
              KeyBank
      National Association

            	
              $35,000,000.00

            	
              100%

            
	
              Total

            	
              $35,000,000.00

            	
              100%