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Exhibit 99e
FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS
55 PUBLIC SQUARE
SUITE 1900
CLEVELAND, OHIO 44113-1937
January 8, 1999
Bankers Trust Company
BankBoston, N.A
Wellsford Capital
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(b) 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."
(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
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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 is,
except for the parties thereto, 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.
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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:
LENDER AND AGENT:
BANKERS TRUST COMPANY
By: _________________________
Name:
Title:
LENDERS:
BANKBOSTON, N.A.
By: _________________________
Name:
Title:
WELLSFORD CAPITAL
By: _________________________
Name:
Title:
CONSENTED TO:
GOTHAM PARTNERS, L.P.
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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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