<PAGE> 1
EXHIBIT (10)(bb)
FIFTH AMENDMENT TO ASSET MANAGEMENT AGREEMENT
This Fifth Amendment to Asset Management Agreement, dated as of October
23, 2000 (this "Fifth 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 to the
Asset Management Agreement, dated as of May 31, 2000, a second
amendment to the Asset Management Agreement, dated as of June
16, 2000, a third amendment to the Asset Management Agreement,
dated as of August 17, 2000 and a fourth amendment to the
Asset Management Agreement, dated as of September 15, 2000 (as
amended, the "Agreement"); and
3. The parties hereto have determined to enter into this Fifth
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. Clause (v) of Article III(a) of the Agreement is deleted in
its entirety and replaced by the following clause (v) of
Article III(a):
<PAGE> 2
(v) at the election of either party, any time prior to
February 15, 2001, upon thirty (30) days prior
written notice to the other party.
B. The Agreement, as amended by this Fifth Amendment, constitutes
the entire agreement between the parties with respect to the
subject matter hereof.
C. Unless otherwise provided herein, capitalized terms herein
shall have the meanings ascribed to them in the Agreement.
D. Except as otherwise provided in this Fifth Amendment to the
contrary, the terms and conditions of the Agreement as amended
by this Fifth Amendment shall remain in full force and effect.
E. In any case in which the terms of this Fifth Amendment are
inconsistent with the terms of the Agreement, the terms of
this Fifth Amendment shall govern.
-2-
<PAGE> 3
IN WITNESS WHEREOF, the undersigned have executed this Fifth Amendment
as of the date first above written.
FIRST UNION REAL ESTATE EQUITY
and MORTGAGE INVESTMENTS
By: /s/ William A. Ackman
------------------------------------
William A. Ackman, Chairman
RADIANT PARTNERS, LLC
By: /s/ Daniel P. Friedman
------------------------------------
Daniel P. Friedman, Managing Member
-3-
