0001193805-06-001996 Sample Contracts

AMENDMENT NO. 1 TO AMENDED AND RESTATED ADVISORY AGREEMENT
Advisory Agreement • August 14th, 2006 • Winthrop Realty Trust • Real estate investment trusts

THIS AMENDMENT NO. 1 TO AMENDED AND RESTATATED ADVISORY AGREEMENT, made as of May 17, 2006, between WINTHROP REALTY TRUST, an Ohio business trust (f/k/a First Union Real Estate Equity and Mortgage Investments) (the “Trust”), and FUR ADVISORS LLC (the “Advisor”).

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LOAN MODIFICATION AGREEMENT
Loan Modification Agreement • August 14th, 2006 • Winthrop Realty Trust • Real estate investment trusts

This Loan Modification Agreement (this “Agreement”) is made as this 30th day of June, 2006, by and between FT-FIN ACQUISITION LLC, a Delaware limited liability company having an address c/o Winthrop Realty Trust, 7 Bulfinch Place, Suite 500, P.O. Box 9507, Boston, Massachusetts 02114 (the “Borrower”), KEYBANK NATIONAL ASSOCIATION, a national banking association, having an address at 127 Public Square, Cleveland, Ohio 44114, NEWSTAR CP FUNDING LLC, a Delaware limited liability company (“Newstar”), having an address c/o Newstar Financial, Inc., 500 Boylston Street, Suite 1600, Boston, MA 02116, and the other lending institutions which are, or may become Lenders pursuant to the Loan Agreement (as hereinafter defined) (singly and collectively, the “Lenders”), KEYBANK NATIONAL ASSOCIATION, a national banking association, with a place of business at 127 Public Square, Cleveland, Ohio 44114, as agent for itself and such other lending institutions (the “Agent”), and KEYBANC CAPITAL MARKETS, as

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