8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

FORM 8-K

Current Report Pursuant

to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported) December 16, 2008

WINTHROP REALTY TRUST

(Exact Name of Registrant as Specified in Its Charter)

Ohio

                                         (State or Other Jurisdiction of Incorporation)                                        

001-06249		34-6513657
(Commission File Number)		(I.R.S. Employer Identification No.)
7 Bulfinch Place, Suite 500, P.O. Box 9507, Boston, Massachusetts		02114
(Address of Principal Executive Offices)		(Zip Code)
	(617) 570-4600
(Registrant's Telephone Number, Including Area Code)

 n/a

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions

o Written communications pursuant to Rule 425 under the Securities Act (17 CFT|R 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01 Entry into a Material Definitive Agreement.

On December 16, 2008, WRT Realty L.P. (the “Operating Partnership”), the wholly-owned operating partnership of Winthrop Realty Trust (the “Trust”), entered into two Amendments to its existing Revolving Loan Agreement with KeyBank, National Association (“KeyBank”).  Pursuant to the amendments:  (i) the maturity of the loan was extended for two years, with an additional one-year extension option; (ii) two of the lenders under the loan were released from their commitment and, accordingly, the initial maximum borrowing amount was reduced to $35 million, subject to increase up to $75 million; (iii) the interest rate on amounts borrowed was increased from a range of LIBOR plus 1.5% to LIBOR plus 2.25% to a range of LIBOR plus 2.25% to LIBOR plus 3.00%, depending on the level of cash reserves on deposit at KeyBank; (iv) the Trust’s minimum liquidity requirement and net worth requirements were increased from $10,000,000 and $100,000,000, respectively, to $17,500,000 and $250,000,000, respectively; and (v) the Trust’s maximum consolidated leverage ratio was reduced from 60% to 55%.

The foregoing description is qualified in its entirety by reference to the Second Amendment to Loan Agreement and Third Amendment to Loan Agreement, which are attached as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K.

ITEM 8.01 Other Events

On December 22, 2008, the Trust announced the transaction described in Item 1.01 above.  A copy of the press release is attached hereto as exhibit 99.

ITEM 9.01 Financial Statements and Exhibits.

(c)          Exhibits

10.1 Second Amendment to Loan Agreement, dated as of December 16, 2008

10.2	Third Amendment to Loan Agreement, dated as of December 16, 2008
99.	Press Release dated December 22, 2008

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 22nd day of December, 2008.

WINTHROP REALTY TRUST
By:	/s/ Peter Braverman
	Peter Braverman
	President

EX-10.1

SECOND AMENDMENT TO LOAN AGREEMENT

This SECOND 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, Sovereign Bank and Allied Irish Banks, p.l.c. no longer desire to remain Lenders under the Loan Agreement.

WHEREAS, the Borrower has requested that the Lenders extend the term of the Loan for an additional two (2) years with a one (1) year extension option.

WHEREAS, the Lenders have agreed to extend the Loan and otherwise amend the terms thereof, 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.   As a condition precedent to the effectiveness of this Amendment, if any such amounts are outstanding, (i) the Borrower shall pay to the Agent an amount sufficient to satisfy any and all Obligations owed to both Sovereign Bank and Allied Irish Banks, p.l.c. under the Loan Agreement, and (ii) the Agent shall apply such payment solely to the Obligations owed to Sovereign Bank and Allied Irish Banks, p.l.c. as opposed to pro rata across all Obligations.  Upon the receipt and application of said payments, as necessary, the Commitments of Sovereign Bank and Allied Irish Banks, p.l.c. shall be deemed terminated and Sovereign Bank and Allied Irish Banks, p.l.c. shall be deemed released from any and all Obligations under the Loan Agreement.

2.   The Facility Amount is hereby deemed to be Thirty-Five Million Dollars ($35,000,000.00).

3.   Exhibit I to the Loan Agreement is hereby deleted in its entirety and the attached Exhibit I substituted therefor.

4.   Section 2.2 of the Loan Agreement is hereby amended by deleting the reference to the phrase “December 16, 2008” and substituting in its stead the phrase “December 16, 2010”, and hereby further amended by deleting the reference to the phrase “December 16, 2009” and substituting in its stead the phrase “December 16, 2011”.

5.   In addition, the Borrower shall pay to the Agent all fees and expenses (including reasonable attorney’s fees and expenses) incurred by the Agent.

6.   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.

7.   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:

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

The following Lenders execute this Amendment solely for the purposes of acknowledging and agreeing to the provisions set forth in Paragraph 1 above.

LENDER:	SOVEREIGN BANK, a federal savings bank
	By:
		Duly Authorized

LENDER:	ALLIED IRISH BANKS, P.L.C., a banking corporation organized under the laws of the Republic of Ireland
	By:
		Duly Authorized

EXHIBIT I

LENDERS’ COMMITMENTS

Lender	Commitment Amount	Commitment Percentage
KeyBank National Association	$35,000,000.00	100%
Total	$35,000,000.00	100%

EX-10.2

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%

EX-99

Winthrop Realty Trust

TRADED: NYSE: FUR

7 Bulfinch Place, Suite 500

Boston, MA  02114

Contact at Winthrop Realty Trust

Beverly Bergman

Investor or Media Inquiries

Phone: (617) 570-4614; e-mail: bbergman@firstwinthrop.com

FOR IMMEDIATE RELEASE

December 22, 2008

WINTHROP REALTY TRUST EXTENDS AND MODIFIES LINE OF CREDIT

FOR IMMEDIATE RELEASE – BOSTON, December 22 /PRNewswire-FirstCall/ -Winthrop Realty Trust (NYSE:FUR) announced that it has extended and modified its existing line of credit with KeyBank National Association which would otherwise have expired on December 16, 2008.  Under the revised terms, the line of credit has been extended for two years so that it will now expire on December 16, 2010, subject to one, one-year extension right, and provides for a maximum initial borrowing at any one time of up to $35 million, subject to increase up to $75 million.  At December 16, 2008, the Trust had no amounts outstanding on the line.

Michael L. Ashner, the Trust’s Chairman and Chief Executive Officer, stated “given the current economic climate and the general absence of loan availability, we believe that the two year extension provides the Trust with future capital flexibility.  In addition, the accordion feature enables the line to be increased if and when the current lending environment becomes more favorable and the Trust perceives a need for an expanded facility.”

___________________

Winthrop Realty Trust is a NYSE-listed real estate investment trust (REIT) headquartered in Boston, Massachusetts.  Additional information on Winthrop Realty Trust is available on its Web site at www.winthropreit.com.

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995.  With the exception of the historical information contained in this news release, the matters described herein contain “forward-looking” statements that involve risk and uncertainties that may individually or collectively impact the matters herein described.  These are detailed from time to time in the “Risk Factors” section of the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2007, as may be updated or supplemented in the Company's Form 10-Q filings which discuss the factors that could adversely affect the Company's results.  Further information relating to the Company’s financial position, results of operations, and investor information is also contained in the Company’s reports filed with the SEC, which reports are available for download at our website www.winthropreit.com or at the SEC website www.sec.gov.