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EXHIBIT (10)(aa)
FOURTH AMENDMENT TO ASSET MANAGEMENT AGREEMENT
This Fourth Amendment to Asset Management Agreement, dated as of
September 15, 2000 (this "Fourth Amendment"), is entered into by and between
Radiant Partners, LLC, a New York limited liability company (the "Manager"), and
First Union Real Estate Equity and Mortgage Investments (the "Company").
RECITALS
1. The Manager and the Company executed an Asset Management
Agreement, dated as of March 27, 2000;
2. The Manager and the Company executed a first amendment (the
"First Amendment") to the Asset Management Agreement, dated as
of May 31, 2000, a second amendment (the "Second Amendment")
to the Asset Management Agreement, dated as of June 16, 2000
and a third amendment (the "Third Amendment") to the Asset
Management Agreement, dated as of August 17, 2000 (as amended,
the "Agreement");
3. The parties hereto have determined to enter into this Fourth
Amendment for purposes of further amending the Agreement.
NOW, THEREFORE, in consideration of the premises and mutual covenants
and agreements set forth herein, and for other consideration the adequacy of
which is hereby acknowledged, the parties hereby agree as follows:
A. The following provisions are added as clause 1.2(b) of Article
I of the Agreement:
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"(b) Manager shall cooperate with the Trust in connection with
and use its reasonable best efforts to (i) prepare and file and clear
with the Securities and Exchange Commission the proxy statement and any
amendments or supplements thereto required to obtain the approval of
the shareholders of the Trust to the sale contemplated by the Contracts
of Sale between the Trust, Radiant Investors LLC, and the other parties
signatory thereto and the Trust and Radiant Investors LLC dated
September 15, 2000 and September 15, 2000 (the "Contracts of Sale") and
any amendments to the organizational or governing documents of the
Trust necessary to consummate the sales contemplated by the Contracts
of Sale as promptly as practicable and, in any event, before the date
that would allow sufficient time to declare a record date, mail proxy
statements, solicit proxies and conduct a meeting of the Trust's
shareholders in accordance with all applicable laws, rules and
regulations and the Trust's organizational and governing documents by
no later than the applicable Shareholder Approval Deadline (as defined
in the Contracts of Sale), and (ii) duly call, give notice of, convene
and hold such meeting on or before the applicable Shareholder Approval
Deadline (as defined in the Contracts of Sale)."
B. Unless otherwise provided herein, capitalized terms herein
shall have the meanings ascribed to them in the Agreement.
C. Except as otherwise provided in this Fourth Amendment to the
contrary, the terms and conditions of the Agreement as amended
by this Fourth Amendment shall remain in full force and
effect.
D. In any case in which the terms of this Fourth Amendment are
inconsistent with the terms of the Agreement, the terms of
this Fourth Amendment shall govern.
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IN WITNESS WHEREOF, the undersigned have executed this Fourth Amendment
as of the date first above written.
FIRST UNION REAL ESTATE EQUITY
and MORTGAGE INVESTMENTS
By: /s/ William A. Ackman
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William A. Ackman, Chairman
RADIANT PARTNERS, LLC
By: /s/ Daniel P. Friedman
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Daniel P. Friedman, Managing Member
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