Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

On June 1, 2009, Winthrop Realty Trust (the "Trust"), in connection with the purchase of the two first mortgage loans described in Item 8.01 below, made a draw of $35 million on its $35 million revolving credit facility with KeyBank National Association ("KeyBank"). Pursuant to the terms of the credit facility, the Trust is required to make monthly payments of interest only at a rate of LIBOR plus 300 basis points, subject to decrease to LIBOR plus 225 basis points if the Trust establishes a cash collateral account at KeyBank equal to at least 50% of the amount borrowed under the facility. As a result of this draw, the Trust presently has no additional borrowing capacity under the credit facility. Accordingly, the Trust will not be able to borrow any additional funds under the facility unless it repays a portion of the borrowing or the maximum borrowing permitted under the facility is increased.

Item 8.01 Other Events

On June 1, 2009, the Trust acquired two first mortgage loans for an aggregate purchase price, after giving effect to an additional advance of $850,000 on one of the loans, of $44 million. Both loans were acquired from the Trust's Concord Debt Holdings venture. The Trust financed the purchase from $35 million drawn on its credit line with KeyBank as described in Item 2.03 above and the balance from its cash reserves.

On June 2, 2009, the Trust issued a press release announcing the acquisition of the two loans and describing the terms of the loans. A copy of the release is furnished as Exhibit 99.1 to this Report on Form 8-K and is incorporated herein by this reference.