Winthrop Realty Trust Sample Contracts

BETWEEN
Stock Purchase Agreement • December 1st, 2003 • First Union Real Estate Equity & Mortgage Investments • Real estate investment trusts • New York
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RECITALS
Voting Agreement • July 25th, 2006 • Winthrop Realty Trust • Real estate investment trusts • New York
December 8, 2003 To the Shareholders of First Union Real Estate Equity and Mortgage Investments (the "Company"): On November 26, 2003, the Company entered into a stock purchase agreement (the "Stock Purchase Agreement") with FUR Investors, LLC (the...
Stock Purchase Agreement • December 8th, 2003 • First Union Real Estate Equity & Mortgage Investments • Real estate investment trusts

On November 26, 2003, the Company entered into a stock purchase agreement (the "Stock Purchase Agreement") with FUR Investors, LLC (the "Purchaser"), an entity controlled by Michael L. Ashner, providing, among other things, that the Purchaser shall commence a tender offer for 5,000,000 common shares of beneficial interest, par value $1.00 ("Shares") of the Company at a purchase price of $2.30 per Share. The transactions contemplated by the Stock Purchase Agreement (the "Transactions") are described in the Company's press release issued on November 26, 2003, its Report on Form 8-K, filed on December 1, 2003, and the Company's Recommendation Statement on Schedule 14D-9, filed by the Company today with the Securities and Exchange Commission ("SEC") (the "Recommendation Statement"), a copy of which (without exhibits) is enclosed, and which we urge you to read carefully.

BETWEEN
Purchase and Sale Agreement • November 14th, 2000 • First Union Real Estate Equity & Mortgage Investments • Real estate investment trusts
and any other Lenders, which are, or may become, parties to this Agreement (the "Lenders")
Loan Agreement • December 21st, 2005 • Winthrop Realty Trust • Real estate investment trusts
AND
Share Purchase Agreement • May 12th, 1997 • First Union Real Estate Equity & Mortgage Investments • Real estate investment trusts • Ontario
AND -
Assignment and Assumption Agreement • May 12th, 1997 • First Union Real Estate Equity & Mortgage Investments • Real estate investment trusts • Ohio
WITNESSETH:
Operating Agreement • March 18th, 2005 • First Union Real Estate Equity & Mortgage Investments • Real estate investment trusts • Illinois
AMENDMENT NO. 3 DATED AS OF MARCH 1, 1999 TO AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF
Credit Agreement • April 29th, 1999 • First Union Real Estate Equity & Mortgage Investments • Real estate investment trusts • Ohio
DATED AS OF
Loan Agreement • December 12th, 2005 • Winthrop Realty Trust • Real estate investment trusts • New York
1 Exhibit (10)(r) Registration Rights Agreement Dated as of November 1, 1999
Registration Rights Agreement • March 30th, 2000 • First Union Real Estate Equity & Mortgage Investments • Real estate investment trusts • New York
RECITALS:
Purchase and Sale Agreement • March 23rd, 2005 • First Union Real Estate Equity & Mortgage Investments • Real estate investment trusts • New York
DATED AS OF SEPTEMBER 19, 1996 AMONG FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS AS BORROWER
Credit Agreement • October 7th, 1996 • First Union Real Estate Equity & Mortgage Investments • Real estate investment trusts • Ohio
as Borrower - and -
First Union Real Estate Equity & Mortgage Investments • February 3rd, 1999 • Real estate investment trusts • Ontario
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BETWEEN
Advisory Agreement • November 10th, 2005 • First Union Real Estate Equity & Mortgage Investments • Real estate investment trusts • New York
TO ______________________________ Trustee ___________________ Indenture Dated as of _____ __, 199___ ___________________
First Union Real Estate Equity & Mortgage Investments • July 21st, 1997 • Real estate investment trusts • New York
1 Exhibit 10(af) CHANGE IN CONTROL AGREEMENT ---------------------------
Change in Control Agreement • April 3rd, 1998 • First Union Real Estate Equity & Mortgage Investments • Real estate investment trusts
AGREEMENT
Agreement • September 13th, 2005 • First Union Real Estate Equity & Mortgage Investments • Real estate investment trusts • Maryland
ARTICLE I DEFINITIONS
Securities Purchase Agreement • November 10th, 2005 • First Union Real Estate Equity & Mortgage Investments • Real estate investment trusts • New York
ARTICLE I ENGAGEMENT OF THE MANAGER
Management Agreement • May 15th, 2000 • First Union Real Estate Equity & Mortgage Investments • Real estate investment trusts • New York
LIMITED LIABILITY COMPANY AGREEMENT OF 111 DEBT HOLDINGS LLC
Limited Liability Company Agreement • April 5th, 2006 • Winthrop Realty Trust • Real estate investment trusts • Delaware
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