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Exhibit 99.12
MAGTEN
Talton R. Embry
Chairman
September 19, 2000
Mr. Daniel Friedman
c/o Radiant Partners, LLC
551 Fifth Avenue - Suite 1416
New York, NY 10176
Dear Dan,
In order to induce Radiant Investors LLC to enter into certain contracts of sale
(collectively, hereinafter referred to as the "Contract") to purchase certain
properties from sellers, one of which is First Union Real Estate Equity and
Mortgage Investments ("FUR"), Magten Asset Management Corp. ("Magten"), a
shareholder of FUR, agrees that it will vote any shares of FUR that it has
voting control over at the time any sale ("Sale") pursuant to the Contract is to
be approved by shareholders, provided that Magten is not obligated to vote FUR
shares over which it has voting control in the event that doing so (i) would
violate a fiduciary duty that it owes to any of its clients, or (ii) could
result in profit disgorgement under Section 16 of the Securities Exchange Act of
1934 to Magten, Talton Embry or any of its clients; or such shareholder vote
occurs after the earlier of (i) April 30, 2001, or (ii) the expiration or
termination of either of the Voting Agreements signed by Apollo Real Estate
Advisors and Gotham Partners.
Sincerely,
/s/ Talton R. Embry
Talton R. Embry
Chairman
TRE:jcc
By Messenger
Copy:
First Union Real Estate Investments
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Magten Asset Management Corp.
35 East 21st Street, New York 10010
(212) 529-6600 Phone
(212) 505-0484 Fax
