SECOND AMENDED AND RESTATED ADVISORY AGREEMENT BETWEEN WINTHROP REALTY TRUST, WRT REALTY, L.P. AND FUR ADVISORS LLC Dated as of March 5, 2009
SECOND
AMENDED AND RESTATED
BETWEEN
WRT
REALTY, L.P.
AND
FUR
ADVISORS LLC
Dated as
of March 5, 2009
SECOND
AMENDED AND RESTATED ADVISORY AGREEMENT
THIS AGREEMENT, made as of
March 5, 2009, among WINTHROP
REALTY TRUST, an Ohio business trust corporation (the “Trust”), WRT REALTY, L.P., a Delaware
limited partnership (the “Operating Partnership”, and together with the Trust,
the “Company”), and FUR
ADVISORS LLC (the “Advisor”).
WHEREAS, pursuant to that
certain Amended and Restated Advisory Agreement, dated as of November 26, 2005,
between the Trust and the Advisor, (as amended, the “Original Agreement”), the
Advisor has been retained to provide, among other things, certain asset
management, investor relations and accounting services to the
Trust;
WHEREAS, the Operating
Partnership holds substantially all of the Trust’s assets;
WHEREAS, the Trust and the
Advisor desire to amend and restate the Original Agreement to, among other
things, add the Operating Partnership as a party and amend the Base Fee payable
to the Advisor.
NOW, THEREFORE, in
consideration of the premises and of the mutual covenants herein contained, it
is agreed as follows:
ARTICLE
I
RETENTION
OF ADVISOR
Subject
to the terms and conditions hereinafter set forth, the Company hereby retains
the Advisor to undertake the duties and responsibilities hereinafter set
forth. By its execution and delivery of this Agreement, the Advisor
represents and warrants that (i) it is duly organized, validly existing, in good
standing under the laws of the state of Delaware and has all requisite power and
authority to enter into and perform its obligations under this Agreement and
(ii) the person signing this Agreement for the Advisor is duly authorized
to execute this Agreement on the Advisor’s behalf.
ARTICLE
II
RESPONSIBILITIES
OF ADVISOR
2.1 General
Responsibility. Subject to the supervision of the Board,
the Advisor shall:
(i) serve
as the Company’s investment and financial advisor and recommend changes in the
Company’s investment policies, when appropriate;
(ii) investigate
and evaluate investment opportunities and recommend them to the
Board;
(iii) administer
the day-to-day operations of the Company;
(iv) investigate,
select and conduct relations and enter into appropriate contracts on behalf of
the Company with other individuals, corporations and entities in furtherance of
the investment activities of the Company;
(v) acquire
and dispose of investments and funds of the Company, handle, prosecute and
settle any claims of the Company and handle, defend and settle claims against
the Company;
(vi) invest
and reinvest any money of the Company;
(vii) negotiate,
as appropriate, on behalf of the Company with investment banking firms, banks
and other institutions or investors for public or private sales of securities of
the Company or for other financing on behalf of the Company;
(viii) conduct
relations on behalf of the Trust with the Trust’s beneficiaries and the
Operating Partnership with the Operating Partnership’s partners and with
securities exchanges and dealers making markets in the Trust’s or the Operating
Partnership’s securities;
(ix) establish
one or more bank accounts in the name of the Company and deposit into and
disburse from such accounts any moneys on behalf of the Company, provided that
no funds in any such account shall be commingled with funds of the Advisor, and
the Advisor shall as requested by the Board render appropriate accountings of
such deposits and payments to the Board;
(x) administer
such day-to-day bookkeeping and accounting functions as are required for the
proper management of the assets of the Company and prepare or cause to be
prepared such reports (other than the preparation and filing of tax returns) as
may be required by any governmental authority in connection with the ordinary
conduct of the Company’s business, including without limitation, periodic
reports, returns or statements required under the Securities Exchange Act of
1934, as amended, the Internal Revenue Code of 1986, as amended (the “Code”),
the securities and tax statutes of any jurisdiction in which the Company is
obligated to file reports or the rules and regulations promulgated under any of
the foregoing;
(xi) from
time to time, enter into Property Management Agreements and Construction
Management Agreements (each as defined below), upon terms set forth in Article
4.2 of this Agreement, in consultation with the Board;
(xii) from
time to time, or at any time requested by the Board, make reports to the Board
of its performance of the foregoing services; and
(xiii) cause
the Company to obtain insurance covering such risks, with such insurers and on
such terms as the Company may reasonably determine.
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2.2 Authority. The
Advisor shall have full discretion and authority pursuant to this Agreement to
perform the duties and services specified in Section 2.1 hereof in such manner
as the Advisor reasonably considers appropriate subject to the terms and
restrictions contained in the organizational documents of the Trust or the
Operating Partnership, as amended from time to time. In furtherance
of the foregoing, the Company hereby designates and appoints the Advisor or its
designee as the agent and attorney-in-fact of the Company, with full power and
authority and without further approval of the Company, for purposes of
accomplishing on its behalf any of the foregoing matters or any matters which
are properly the subject matter of this Agreement. The Advisor may
execute, in the name and on behalf of the Company and its affiliates all such
documents and take all such other actions which the Advisor reasonably considers
necessary or advisable to carry out its duties hereunder.
ARTICLE
III
INDEMNIFICATION
3.1 Indemnity. (a)
The Company shall indemnify and hold harmless the Advisor, and its members,
officers, affiliates, agents and employees, from and against any and all
liability, claims, demands, expenses and fees, fines, suits, losses and causes
of action of any and every kind or nature arising from or in any way connected
with the performance by the Advisor of its obligations under this Agreement,
other than any liability, claim, demand, expense, fee, suit, loss or cause of
action arising from or in any way connected with (i) any acts of the Advisor, or
its members, officers, affiliates, agents or employees, outside the scope of the
authority of the Advisor under this Agreement unless such person acted in good
faith and reasonably believed that his conduct was within the scope of authority
of the Advisor under this Agreement, or (ii) the gross negligence, willful
misconduct or material breach of this Agreement or the violation of applicable
laws by the Advisor, its members, officers, affiliates, agents or
employees. In addition, Advisor shall be named as an additional
insured on all policies of insurance maintained by the Company including,
without limitation, the Commercial General Liability, Comprehensive Automobile
Liability, Umbrella and Excess Liability Insurance
policy. Certificates of Insurance evidencing compliance with the
provisions of the immediately preceding sentence shall be furnished to the
Advisor on request.
(b) The
Advisor shall indemnify and hold harmless the Trust, the Operating Partnership
and their respective Trustees, officers, partners, affiliates, agents and
employees, from and against any and all liability, claims, demands, expenses and
fees, fines, suits, losses and causes of action of any and every kind or nature
arising from third party actions and connected with the performance by the
Advisor of its obligations under this Agreement to the extent caused by (i) any
acts of the Advisor, or its members, officers, affiliates, agents or employees,
outside the scope of the authority of the Advisor under this Agreement unless
such person acted in good faith and reasonably believed that his conduct was
within the scope of authority of the Advisor under this Agreement, or (ii) the
gross negligence, willful misconduct or material breach of this Agreement or the
violation of applicable laws by the Advisor, its members, officers, affiliates,
agents or employees.
3.2 Additional
Costs; Survival. The obligation to indemnify set forth in
Section 3.1 above shall include the payment of reasonable attorneys’ fees and
investigation costs, as well as other reasonable costs and expenses incurred by
the indemnified party in connection with any such claim. At the
option of, and upon receipt of notice from, the indemnified party, the
indemnifying party shall promptly and diligently defend any such claim, demand,
action or proceeding. The provisions of Sections 3.1 and 3.2 hereof
shall survive the expiration or earlier termination of this
Agreement.
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ARTICLE
IV
COMPENSATION
The
Advisor agrees to accept from the Company, the compensation set forth in this
Article IV as full and complete consideration for all services to be rendered by
the Advisor pursuant to this Agreement. Except as hereinafter
provided, neither the Advisor nor any of its affiliates shall be entitled to
receive any other fees or compensation relating to the Company or its
properties, including but not limited to leasing commissions, acquisition fees,
disposition fees or loan fees.
4.1 Annual
Asset Management Fee. The Advisor shall be entitled to receive
an asset management fee, which shall be payable in arrears on a quarterly basis,
equal to the amount by which (i) the Base Fee, exceeds (ii) an amount equal to
50% of any amounts received by WRP Sub-Management LLC in connection with its
providing accounting and other non-loan origination and loan acquisition
services for the benefit of Concord Debt Holdings LLC and its
subsidiaries. If the amount determined for a calendar quarter
pursuant to clause (ii) of the foregoing sentence exceeds the amount determined
for such calendar quarter pursuant to clause (i) of the foregoing sentence, such
excess amount, together with interest at a rate of 6% per annum shall be applied
against future amounts due under this Section 4.1 and, if such excess amount is
not fully applied against future amounts within eight calendar quarters, such
amount then remaining shall be paid by the Advisor to FUR within 30 days of such
determination. The following terms have the following
meanings:
“Base Fee” – means an amount equal to
(i) $561,000, which represents 1.5% of the issuance price of the Trust’s Series
B-1 Cumulative Convertible Redeemable Preferred Shares outstanding at the date
hereof plus (ii) 1.5% of the Issuance Price of the issued and outstanding Equity
Securities of the Trust and the Operating Partnership plus (iii) .25% of any
equity contribution by a third party to a joint venture managed by the Trust or
the Operating Partnership, in each case pro rated to the extent that an equity
security was not issued for the entire quarterly period.
“Common Shares” – means common shares
of beneficial interest of the Trust.
“Equity Securities” – means Common
Shares, convertible preferred shares, convertible debt, perpetual preferred
shares which do not require dividend payments and, in the case of the Operating
Partnership limited partnership interests issued to a Person other than the
Trust or its subsidiary but shall not include the Trust’s Series B-1 Cumulative
Convertible Redeemable Preferred Shares.
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“Issuance Price” – means, with respect
to future issuances, the issuance price of the Equity Security (other than
Common Shares issued in connection with the conversion of the Series B-1
Cumulative Convertible Redeemable Preferred Shares for which no value will be
attributed) after deducting any underwriting discounts and commissions and other
expenses and costs relating to the issuance, and with respect to the Trust’s
existing outstanding Equity Securities as of the date hereof, as
follows:
Common
Shares - $11.00 per Common Shares (the “$11.00 Common Shares”).
The
Issuance Price will be modified accordingly in the event of stock splits and, in
the event of a Common Share repurchase, the shares repurchased will be allocated
proportionally among the $11.00 Common Shares and all future issuances of Common
Shares.
4.2 Property
and Construction Management
Fees. (a) The Company may, from time to
time, enter into separate property management agreements (the “Property
Management Agreements”) with third parties, the Advisor or an affiliate of the
Advisor for each Company property, pursuant to which the Advisor or its
affiliate shall be entitled to receive fees for property management services at
a rate for each property that does not exceed a
commercially reasonable rate for performing such services for comparable
properties in the same geographic location taking
into account that the Advisor will not be performing leasing services or
receiving leasing commissions. The proposed rates shall be submitted
for approval by a majority of the independent trustees on the
Board. Such Property Management Agreements may be terminated
in the same manner as proscribed in Section 6.2 of this Agreement and shall
contain commercially reasonable and customary terms for such
arrangements.
(b) The Company may,
from time to time, enter into construction management agreements (the
“Construction Management Agreements”) with third parties, the Advisor or an
affiliate of the Advisor with respect to Company properties, pursuant to which
the Advisor or its affiliate shall be entitled to receive fees for construction
management services at a rate that does not exceed
a commercially reasonable rate for performing such services for
comparable properties in the same
geographic location. The proposed rates shall be submitted for
approval by a majority of the independent trustees on the
Board. Such Construction Management Agreements may be
terminated in the same manner as proscribed in Section 6.2 of this Agreement and
shall contain commercially reasonable and customary terms for such
arrangements.
4.3 [intentionally
omitted]
4.4 Incentive
Fee. (a) As additional compensation for its
services hereunder, the Advisor shall be paid a fee (the “Incentive Fee”), at
the times and pursuant to the procedures set forth below, equal to twenty
percent (20%) of Excess Share Distributions.
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(b) Definitions
as used herein:
(i) “Distributions”
means all distributions made after the date hereof in respect of Common Shares,
including distributions of cash, debt obligations and the fair market value of
other property and the fair market value of any consideration received in
exchange for Common Shares by reason of a merger or consolidation with a third
party entity or other similar transaction. In the event of a merger,
consolidation or other similar business combination transaction, the Advisor
will receive a credit toward the Distribution amount equal to the fair market
value of the consideration received by holders of Common Shares received in
exchange for their Common Shares, including, but not limited to, the fair market
value ascribed in the transaction to stock, preferred stock, debt instruments,
cash, warrants, options, etc., received by the holders of Common
Shares. Except as otherwise provided herein, "fair market value"
shall be determined by the Board in good faith; provided, however, that if the
Advisor disagrees in good faith with such determination, then the Advisor shall
be entitled to seek arbitration in accordance with Section 7.4 herein with
respect to this issue.
(ii) “Excess
Share Distributions” means the aggregate of all Distributions after the date
hereof in respect of all Common Shares which exceed the Hurdle as of the date of
calculation.
(iii) “Hurdle”
means (x) $375,114,811, increased by the net issuance price of all Common Shares
issued after the date hereof (including the conversion price of any securities
actually converted into Common Shares) and decreased by the redemption price of
all Common Shares redeemed after the date hereof, plus (y) a return on the
amount set forth in (x) above, as adjusted, equal to 7% per annum compounded
annually taking into account the timing of any such adjustments.
(c) Time of
Payment. The Incentive Fee shall be paid to the Advisor from
time to time, as, when and if Excess Share Distributions are made to
shareholders of the Trust. The Incentive Fee shall be deemed earned on the first
date that Excess Share Distributions are made and shall not be subject to any
claw-back, refund or offset for any reason, including as a result of an increase
in the amount of the Hurdle from time to time. The amount of each
payment of the Incentive Fee shall equal the entire Incentive Fee computed
pursuant to Section 4.4(a), less the amount thereof which has theretofore been
paid to the Advisor.
4.5 Joint
Investment Fees. In the event that the Company and the Advisor
or an affiliate of the Advisor make a joint investment as permitted by the Stock
Purchase Agreement, then the Advisor agrees to share with the Company, in
proportion to their respective investments, the amount of any fee or promoted
interest payable to the Advisor or its affiliate by a third party in connection
with entering into or structuring the transaction.
4.6 Other
Services. Other than as specifically provided in this
Agreement, or as approved in writing by a majority of independent Trustees of
the Board, the Advisor shall not be compensated by the Company for services
rendered to the Company. The Advisor shall disclose to the Board the
terms of any sub-contracting arrangement entered into by the Advisor with third
parties with respect to the services to be provided by the Advisor
hereunder.
ARTICLE
V
COMPANY
EXPENSES
5.1 Expenses
Paid by Advisor. Without regard to the amount of compensation
received hereunder by the Advisor, the Advisor shall bear the following expenses
of the Company:
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(a) All
direct and indirect remuneration and all other employment expenses of employees
of the Advisor, including but not limited to, salaries, wages, payroll taxes and
the costs of employee benefit plans, and fees, if any, paid to members of the
Board who are employed by the Advisor;
(b) rent,
telephone, utilities, office furniture, equipment and machinery and other office
expenses of the Advisor and the Company; and
(c) administrative
expenses relating to performance by the Advisor of its duties hereunder other
than payments to third parties as provided in Section 5.2.
5.2 Expenses
paid by the Company. The following expenses relating to the
operation and management of the Company shall be paid by the
Company:
(a) Underwriting,
brokerage, listing, reporting, registration and other fees, and printing,
engraving and other expenses and taxes incurred in connection with the issuance,
distribution, transfer, trading, registration and securities exchange or
quotation system listing of the Company’s securities;
(b) Fees
and expenses paid to members of the Board who are not affiliated with the
Advisor, independent advisors, consultants and other agents employed by or on
behalf of the Company;
(c) The
cost of borrowed money;
(d) Third
party expenses directly connected with the acquisition, disposition, ownership
and operation of real estate interests or other property (including the costs of
foreclosure, insurance premiums, legal services, brokerage and sales
commissions, taxes and assessments on real property and all other taxes,
utilities, maintenance, repair and improvement of property and expenses for
which reimbursement or payment by the Company is provided for under the Property
Management Agreements);
(e) Third
party expenses connected with payments of dividends or interest or distributions
in cash or any other form made to beneficiaries of the Company;
(f) All
third party expenses connected with communications to the beneficiaries of the
Company including with the proxy solicitation materials and reports to holders
of the Trust’s beneficial interests and the Operating Partnership’s limited
partners;
(g) Transfer
agent’s, registrar’s and indenture trustee’s fees and charges;
(h) Legal,
investment banking, and external accounting, auditing and tax return
preparation fees and expenses;
(i) Directors
and officers liability insurance costs;
(j) All
expenses in connection with the beneficiaries’ meetings;
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(k) All
expenses relating to membership of the Company in any trade or similar
association.
ARTICLE
VI
TERM
OF AGREEMENT; TERMINATION
6.1 Term. This
Agreement shall become effective on the date hereof, except that the provisions
of Section 4.1 hereof shall be effective for the quarter ended March 31, 2009
and thereafter, and shall continue in force for a period expiring December 31,
2009 and thereafter shall be automatically renewed for successive one-year
periods unless terminated in accordance with the provisions of this
Agreement.
6.2 Right of
Termination. (a) Notwithstanding anything to
the contrary contained in this Agreement, (i) the
Company may terminate this Agreement with or without cause upon sixty
(60) days' prior written notice to the Advisor and
(ii) the Advisor may terminate this Agreement with or without cause upon one
hundred and twenty (120) days’ prior written notice to the
Company. In addition, this Agreement may be terminated by the
Company at any time for “cause”, defined as (i) the Advisor’s continuous and
intentional failure to perform its duties under this Agreement after written
notice from the Company to the Advisor of such non-performance; (ii) intentional
misconduct by the Advisor which is materially injurious to the Company,
monetarily or otherwise; or (iii) the material breach by the Advisor of any of
the material terms or conditions of this Agreement.
(b) The
Advisor shall have the continuing right, but not the obligation, to immediately
terminate this Agreement from and after the date that the Exclusivity Agreement
(as defined in the Stock Purchase Agreement) or the Covenant Agreement (as
defined in the Stock Purchase Agreement) is, without the prior written consent
of FUR, terminated by the Company or voided, in each case in whole or material
part.
6.3 Termination
Fee. (a) Upon termination of this Agreement
in accordance with Section 6.1 or 6.2 above, the Company will be obligated to
pay the Advisor a termination fee equal to 20% of the difference between (x) the
Deemed Excess Share Distributions less (y) the amount of Incentive Fees which
have theretofore been paid to the Advisor in accordance with Section 4.4(a)
hereto.
(b) Definitions
as used herein:
(i) “Deemed
Excess Share Distributions” means the difference between (A) the aggregate of
all Distributions in respect of all Common Shares plus the Net Asset Amount (as
defined below) and (B) the Hurdle, as of the date of termination..
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(ii) “Net
Asset Amount” means the difference between (x) the gross assets of the Company
as of the date of termination less (y) the total liabilities of the Company as
of the date of termination (including any amounts necessary to satisfy
obligations due to holders of preferred shares of the Company as liabilities),
as determined by an appraisal to be conducted by a nationally recognized
appraisal firm mutually agreed upon by the Company and the
Advisor. If the Company and the Advisor are unable to agree upon an
appraisal firm, then each of the Company and the Advisor is to choose an
independent appraisal firm to conduct an appraisal. In such event,
(i) if the appraisals prepared by the two appraisers so selected are the same or
differ by an amount that does not exceed 20% of the higher of the two
appraisals, the Net Asset Amount is to be deemed to be the average of the
appraisals, as prepared by each party’s chosen appraiser, and (ii) if these two
appraisals differ by more than 20% of such higher amount, the two appraisers
together are to select a third appraisal firm to conduct an
appraisal. If the two appraisers are unable to agree on the identity
of such third appraiser, either of the Advisor and the Company may request that
the American Arbitration Association (“AAA”) select the third
appraiser. The Net Asset Amount then is to be the amount determined
by such third appraiser, but in no event less then the lower of the two initial
appraisals or more than the higher of such two initial
appraisals. Each party shall pay the costs of the appraisals chosen
by it, and each party shall pay one half of the costs of the third
appraiser. Any appraisal hereunder shall be performed no later than
45 days following selection of the appraiser or appraisers.
(c) In
the event that this Agreement shall have been terminated by the Company for
cause, the Company shall have the right to offset any direct damages to the
Company caused by the actions giving rise to such termination for cause against
the fee otherwise payable under this Section 6.3.
6.4 Continued
Responsibility. Notwithstanding termination of this Agreement
as provided above, the Advisor agrees to use its best efforts in the performance
of its duties under this Agreement until the effective date of the termination
of this Agreement.
6.5 Responsibilities
upon Termination. Upon termination of this Agreement, the
Advisor shall forthwith deliver the following to the Company, as applicable, on
the effective date of termination:
(a) A
final accounting reflecting the balance of funds held on behalf of the Company
as of the date of termination; and
(b) All
files, records, documents and other property of any kind relating to the
Company, including, but not limited to, computer records, contracts, leases,
warranties, bank statements, rent rolls, employment records, plans and
specifications, inventories, correspondence, tenant records, receipts, paid and
unpaid bills or invoices, maintenance records.
(c) Agreements
to terminate all property management, construction management and other
agreements with affiliates of the Advisor and third parties retained on a
subcontracting basis by the Advisor, in each case, with respect to the services
to be provided by the Advisor hereunder.
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ARTICLE
VII
MISCELLANEOUS
PROVISIONS
7.1 Notice. Any
notice required or permitted under this Agreement shall be in writing and shall
be given by being delivered to the following addresses or fax numbers of the
parties hereto:
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To
the Company:
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Telephone
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Telecopier
No.: (▇▇▇) ▇▇▇-▇▇▇▇
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Attention: Chair
of the Compensation Committee
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To
the Advisor:
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FUR
Advisors LLC
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Telephone
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Telecopier
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Attention:
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or to
such other address or fax number as may be specified from time to time by such
party in writing.
7.2 Entire
Agreement; Amendment. This Agreement contains the entire
agreement of the parties hereto with respect to the subject matter
hereof. This Agreement shall not be amended or modified in any
respect unless agreed to in writing by the Company and the Advisor.
7.3 Governing
Law. This Agreement shall be construed, interpreted and
applied in accordance with, and shall be governed by, the laws of the State of
New York without reference to principles of conflicts of law.
7.4 Arbitration. Any
dispute or controversy between the Advisor or any of its employees and the
Company or any of its affiliates arising in connection with this Agreement, any
amendment thereof, or the breach thereof shall be determined and settled by
arbitration in New York, New York, by a panel of three arbitrators in accordance
with the rules of the American Arbitration Association. Any award
rendered therein shall be final and binding upon the Company, its affiliates and
the Advisor and their respective legal representatives and judgment may be
entered in any court having jurisdiction thereof. The expenses of such
arbitration shall be paid by the party against whom the award shall be entered,
unless otherwise directed by the arbitrators.
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7.5 Assignment. This
Agreement may not be assigned by any party hereto without the prior written
consent of the other parties hereto; provided, however, that the Advisor shall
be permitted to assign this Agreement or any of its rights hereunder, and
delegate any and all of its responsibilities and obligations hereunder, to any
of its affiliates without the consent of the other parties hereto.
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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
and year first above written.
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By:
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President
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WRT
REALTY, L.P.
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By:
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General
Partner
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By:
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President
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FUR
ADVISORS LLC
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By:
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FUR
Holdings LLC
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Member
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By:
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WEM-FUR
Investors LLC
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Managing
Member
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Managing
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