AMENDMENT NO. 1 TO
COVENANT AGREEMENT
AMENDMENT NO. 1 TO COVENANT AGREEMENT, dated February 1, 2013 but effective as
of January 1, 2013 (this "Amendment"), between WINTHROP REALTY TRUST (f/k/a
First Union Real Estate Equity And Mortgage Investments), an Ohio business trust
(the "Company") and FUR INVESTORS LLC, a Delaware limited liability company
("FUR"), an individual.
RECITALS
WHEREAS, the Company and FUR are party to that certain Covenant Agreement, dated
December 31, 2003, between the Company and FUR (the "Covenant Agreement");
WHEREAS, the parties desire to amend the Agreement as hereinafter provided;
NOW THEREFORE, in consideration of the foregoing and mutual provisions and
agreements contained herein, the parties hereto agree as follows:
1.
The Covenant Agreement is hereby amended by deleting Section 4.1 thereof
in its entirety and inserting the following in lieu thereof:
Section 4.1
Termination.
FUR shall have the continuing right, but not the
obligation, to terminate this Agreement from and after the date that the Third
Amended and Restated Advisory Agreement (as the same may be amended, the
"Advisory Agreement") between the Company and FUR Advisors LLC (the "Advisor")
is terminated by the Company without Cause (as defined in the Advisory
Agreement) with respect to the Advisor or by the Advisor for Cause with respect
to the Company.
2.
Miscellaneous.
(a)
Except as modified hereby, the Covenant
Agreement shall remain in full force and effect and the provisions thereof are
hereby ratified and confirmed.
(b)
All references in the Covenant Agreement to "this Agreement",
"hereunder", "hereto" or similar references, and all references in all other
documents to the Covenant Agreement shall hereinafter be deemed references to
the Covenant Agreement as amended hereby.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date and year first above written.
WINTHROP REALTY TRUST
By:
/s/ Carolyn Tiffany
Carolyn Tiffany
President
FUR INVESTORS LLC
/s/Michael L. Ashner
Michael L. Ashner
Manager
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