BETWEENStock Purchase Agreement • December 1st, 2003 • First Union Real Estate Equity & Mortgage Investments • Real estate investment trusts • New York
ANNEX E ESCROW AGREEMENT ESCROW AGREEMENT (the "Agreement") made and entered into this ___ day of December 2003, by and among FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS (the "Company"), FUR INVESTORS LLC ("Purchaser") and [__________], as...Escrow Agreement • December 1st, 2003 • First Union Real Estate Equity & Mortgage Investments • Real estate investment trusts • New York
EXHIBIT 4(h) STANDBY PURCHASE AGREEMENT THIS STANDBY PURCHASE AGREEMENT (as the same may be amended or otherwise modified from time to time, the "AGREEMENT"), made and entered into as of August 11, 1998, by and between (i) First Union Real Estate...Purchase Agreement • January 15th, 1999 • First Union Real Estate Equity & Mortgage Investments • Real estate investment trusts • New York
RECITALSVoting 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.
Exhibit (4)(c) ------------------------------------------------------------------------------- FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS 8 7/8% Senior Notes due 2003 FIRST SUPPLEMENTAL INDENTURE Dated as of July 31, 1998 CHASE MANHATTAN...Supplemental Indenture • April 2nd, 2001 • First Union Real Estate Equity & Mortgage Investments • Real estate investment trusts • Ohio
BETWEENPurchase 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
Execution Copy REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of November 7, 2005 (this "Agreement"), between First Union Real Estate Equity and Mortgage Investments, an unincorporated association in the form of a business...Registration Rights Agreement • November 10th, 2005 • First Union Real Estate Equity & Mortgage Investments • Real estate investment trusts • New York
ANDShare 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
1 EXHIBIT (10g) SHAREHOLDERS AGREEMENT ---------------------- MEMORANDUM OF AGREEMENT made as of the 17th day of April, 1997. BETWEEN: 3357392 CANADA INC., a corporation incorporated pursuant to the laws of Canada, (hereinafter referred to as "CANCO 1"),Shareholders Agreement • May 12th, 1997 • First Union Real Estate Equity & Mortgage Investments • Real estate investment trusts • Ontario
EXHIBIT 10(q) INDEMNIFICATION AGREEMENT This Indemnification Agreement is made and entered into by and between Neil H. Koenig ("Koenig") and First Union Real Estate Equity and Mortgage Investments, an Ohio Real Estate Investment Trust, together with...Indemnification Agreement • March 31st, 2003 • First Union Real Estate Equity & Mortgage Investments • Real estate investment trusts • New York
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 OFCredit Agreement • April 29th, 1999 • First Union Real Estate Equity & Mortgage Investments • Real estate investment trusts • Ohio
1 Exhibit 99(b) SECOND AMENDMENT OF FIXED RATE LOAN AGREEMENT SECOND AMENDMENT OF FIXED RATE LOAN AGREEMENT (as the same may be amended or otherwise modified from time to time, the "AMENDMENT"), dated as of the 19th day of April 1999, among First...Loan Agreement • April 29th, 1999 • First Union Real Estate Equity & Mortgage Investments • Real estate investment trusts • New York
1 Exhibit 10e 3357392 CANADA INC. Cdn. $55,000,000 Senior Subordinated Partial PIK Notes due April 17, 2009 NOTE PURCHASE AGREEMENT Dated April 17, 1997 TABLE OF CONTENTSNote Purchase Agreement • May 12th, 1997 • First Union Real Estate Equity & Mortgage Investments • Real estate investment trusts • Nova Scotia
DATED AS OFLoan 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, 1999Registration 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 BORROWERCredit 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
BETWEENAdvisory 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
EXECUTION COPY Common Shares of Beneficial Interest WINTHROP REALTY TRUST UNDERWRITING AGREEMENT October 30, 2006 BEAR, STEARNS & CO. INC. As Representative of the several Underwriters named in Schedule I attached hereto (the "Representative") c/o...Underwriting Agreement • November 2nd, 2006 • Winthrop Realty Trust • 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
EXHIBIT (4)(f) FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS 1999 AMENDED AND RESTATED LONG TERM INCENTIVE PERFORMANCE PLAN STOCK OPTION AGREEMENT This Agreement dated as of May 28, 1999 (the "Agreement") between First Union Real Estate...Stock Option Agreement • November 1st, 1999 • First Union Real Estate Equity & Mortgage Investments • Real estate investment trusts • Ohio
Exhibit 4(b) [FORM OF AMENDMENT NO. 1 TO RIGHTS AGREEMENT] Amendment No. 1 to Rights Agreement, dated as of August 11, 1998 (this "Amendment No. 1"), by and between First Union Real Estate Equity and Mortgage Investments, an Ohio business trust...Rights Agreement • March 30th, 1999 • First Union Real Estate Equity & Mortgage Investments • Real estate investment trusts
1- 2 D. This Second Amendment shall inure to the benefit of and shall be binding upon the parties hereto and their respective heirs, legal representatives, successors and assigns. In addition, Imperial Parking Corporation shall be a third party...Employment Agreement • May 15th, 2000 • First Union Real Estate Equity & Mortgage Investments • Real estate investment trusts
AGREEMENTAgreement • September 13th, 2005 • First Union Real Estate Equity & Mortgage Investments • Real estate investment trusts • Maryland
ARTICLE I DEFINITIONSSecurities Purchase Agreement • November 10th, 2005 • First Union Real Estate Equity & Mortgage Investments • Real estate investment trusts • New York
1 Exhibit 10ad AMENDED AND RESTATED CREDIT AGREEMENT, dated as of November 1, 1997 ("THIS AGREEMENT"), among the following: (i) FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS, a real estate investment trust organized under the laws of the...Credit Agreement • March 30th, 1998 • First Union Real Estate Equity & Mortgage Investments • Real estate investment trusts • Ohio
W I T N E S S E T H: - - - - - - - - - -- FUR, GMAC-CM and CFSC desire to form a limited liability company ("NEWCO") under the laws of the State of Delaware under the name "Southwest Shopping Centers Co. I, L.L.C." to own, manage and operate, directly...Investment Agreement • October 7th, 1996 • First Union Real Estate Equity & Mortgage Investments • Real estate investment trusts • Delaware
ARTICLE I ENGAGEMENT OF THE MANAGERManagement 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 LLCLimited Liability Company Agreement • April 5th, 2006 • Winthrop Realty Trust • Real estate investment trusts • Delaware
