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Exhibit 99c
FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS
55 PUBLIC SQUARE
SUITE 1900
CLEVELAND, OHIO 44113-1937
January 8, 1999
Bankers Trust Company
Blackacre Bridge Capital, L.L.C.
Elliott Associates, L.P.
Gotham Partners, L.P.
Gotham Partners III, L.P.
c/o Bankers Trust Company
130 Liberty Street
New York, New York 10006
Gentlemen:
Reference is hereby made to that certain Fixed Rate Loan Agreement
dated as of August 11, 1998 (as amended by that certain First Amendment of Fixed
Rate Loan Agreement dated as of January 8, 1999 and as the same may further be
amended or otherwise modified from time to time, the "LOAN AGREEMENT"). All
capitalized terms used herein without definition and which are defined in the
Loan Agreement are used herein with the meanings assigned to such terms in the
Loan Agreement.
1. Borrower and Lenders hereby agree that the Loan Agreement
shall be and hereby is modified as follows:
(a) The first sentence of Section 2.7(c) is hereby deleted and
the following is substituted in lieu thereof:
"On January 8, 1999, Borrower shall pay to Agent (for the
ratable benefit of Lenders) a non-refundable facility fee
of $150,000 and, on February 11, 1999, Borrower shall pay
to Agent (for the ratable benefit of Lenders) a
non-refundable facility fee of 1% of the then outstanding
principal balance of the Loans."
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(b) Section 11.1 of the Loan Agreement is hereby amended to
read, in its entirety, as follows:
"Borrower shall use its best efforts to consummate, on or
before each of March 31, 1999, May 31, 1999 and August 11,
1999 (each, a "REQUIRED PAYMENT DATE"), an offering, or
offerings, as the case may be (collectively, the "OFFERING"),
pursuant to the Registration Statement filed by Borrower on
September 17, 1998 (Registration No. 333-63541), as amended
from time to time, and such other registration statements as
Borrower shall deem necessary or appropriate, which
entitle(s) holders of equity securities of Borrower to
purchase additional equity securities of Borrower, on a pro
rata basis and which Offering, if fully subscribed, would
provide Borrower with net proceeds, together with any other
Capital Event Proceeds received by Borrower prior to each
Required Payment Date, sufficient to enable Borrower to make
principal payments on account of the Loans and Other Loans
such that no Event of Default will occur under SECTIONS
8.1(a) (i),(xvi) or (xvii) of the Loan Agreement or SECTIONS
8.1(a)(i), (xvi) or (xvii) of the Other Loan Agreement.
Borrower shall use its best efforts to take, or cause to be
taken, any and all further action or actions necessary or
advisable to be taken in order to consummate the Offering
when and as required by this SECTION 11.1, including but not
limited to the distribution of a prospectus or preparation,
filing and distribution of any necessary prospectus
supplement with respect to any of the applicable registration
statements referred to above. It shall be an Event of Default
if Borrower shall not commence, by that date which is sixteen
(16) days prior to each applicable Required Payment Date, an
Offering which, if fully subscribed, would provide the
Borrower with net proceeds, together with any other Capital
Event Proceeds received by Borrower prior to the applicable
Required Payment Date, sufficient to enable Borrower to
satisfy such principal payment or amortization requirements
(as previously reduced by other prepayments) under the Loans
and Other Loans due on the applicable Required Payment Date.
Following the commencement of such Offering, Borrower shall
diligently proceed to consummate such Offering. Borrower
shall use its best efforts to cause the Registration
Statement filed by Borrower on September 17, 1998
(Registration No. 333-6351) to be declared effective on or
prior to February 11, 1999."
2. As modified hereby, the Loan Agreement is hereby ratified
and confirmed.
3. Concurrently herewith, the parties to the Other Loan
Agreement are entering into a letter agreement (the "OTHER LETTER AGREEMENT"),
which
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is, except for the parties thereto, substantially identical to this letter
agreement. The Lenders hereby consent to the execution and delivery of the
Other Letter Agreement.
4. This letter agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an
original, but all of such counterparts together shall constitute one and the
same instrument.
If the foregoing is acceptable to you, please so indicate by
signing below.
Very truly yours,
FIRST UNION REAL ESTATE EQUITY
AND MORTGAGE INVESTMENTS
By: ______________________________
Name:
Title:
AGENT:
BANKERS TRUST COMPANY
By: _________________________
Name:
Title:
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LENDERS:
BLACKACRE BRIDGE CAPITAL, L.L.C.
By: Blackacre Capital Management Corp.,
a Connecticut corporation,
as managing member
By: ______________________
Name:
Title:
ELLIOTT ASSOCIATES, L.P.
By: ____________________________
Name:
Title:
GOTHAM PARTNERS, L.P. and
GOTHAM PARTNERS III, L.P.
By: Section H Partners, L.P.
By: Karenina Corp.
By: ________________
Name:
Title:
BORROWER:
FIRST UNION REAL ESTATE EQUITY AND
MORTGAGE INVESTMENTS
By: _____________________________
Name:
Title:
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CONSENTED TO:
GOTHAM PARTNERS, L.P.
By: Section H Partners, L.P.
By: Karenina Corp.
By: ________________________
Name:
Title:
ELLIOTT ASSOCIATES, L.P.
By: ____________________________________
Name:
Title: General Partner
GOTHAM PARTNERS III, L.P.
By: Section H Partners, L.P.
By: Karenina Corp.
By: ________________________
Name:
Title:
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