EX-99.(D)(2) 25 l85867aex99-d2.txt EXHIBIT 99 (D)(2) 1 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 ------------ 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 ------------------------------ 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. Page 1 2 By:/s/ William A. Ackman ------------------------------ William A. Ackman President GOTHAM PARTNERS INTERNATIONAL, LTD. By: Gotham International Advisors, L.L.C. By:/s/ William A. Ackman ------------------------------ William A. Ackman Senior Managing Member GOTHAM HOLDINGS II, L.L.C. By: Gotham Holdings Management LLC, the Manager By:/s/ William A. Ackman ------------------------------ William A. Ackman Senior Managing Member Page 2