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Exhibit (d)(2)
Gotham Partners, L.P.
Gotham Partners International, Ltd.
Gotham Partners III, L.P.
Gotham Holdings II, L.L.C.
110 East 42nd Street, 18th Floor
New York, New York 10017
CONFIDENTIAL
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As of September 15, 2000
Radiant Investors LLC
c/o Radiant Partners LLC
551 Fifth Avenue, Suite 1416
New York, New York 10176
Gentlemen:
Reference is made to that certain Voting Agreement (the "Voting
Agreement"), dated as of September 15, 2000, by and between Gotham Partners
Management Co. LLC and Radiant Investors LLC ("Radiant"). Each of the
undersigned hereby agrees to comply with the terms of the Voting Agreement as if
each were the "Shareholder," pursuant to the Voting Agreement, and the shares of
beneficial interest of First Union Real Estate Equity and Mortgage Investments
beneficially owned by each were the "Shares," pursuant to the Voting Agreement.
This agreement will terminate upon the termination of the Voting Agreement.
Very truly yours,
GOTHAM PARTNERS, L.P.
By: Section H Partners, L.P.,
its general partner
By: Karenina Corporation,
a general partner of Section H
Partners, L.P.
By:/s/ William A. Ackman
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William A. Ackman
President
GOTHAM PARTNERS III, L.P.
By: Section H Partners, L.P.,
its general partner
By: Karenina Corporation,
a general partner of Section H
Partners, L.P.
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By:/s/ William A. Ackman
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William A. Ackman
President
GOTHAM PARTNERS INTERNATIONAL, LTD.
By: Gotham International Advisors, L.L.C.
By:/s/ William A. Ackman
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William A. Ackman
Senior Managing Member
GOTHAM HOLDINGS II, L.L.C.
By: Gotham Holdings Management LLC,
the Manager
By:/s/ William A. Ackman
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William A. Ackman
Senior Managing Member
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