Exhibit 10.6


 





FALCON FINANCIAL
INVESTMENT TRUST


 


 


January 19, 2005


 


 


Ralph L. Miller


8000 Herb Farm Drive


Bethesda, MD 20817


 


 


Dear Mr. Miller,


 


Reference is made to that certain Employment Agreement (the “Agreement”),
dated July 1, 2004, by and between you and Falcon Financial Investment Trust
(the “Trust”). Terms used but not defined in this letter shall have the
meanings given to such terms in
the Agreement.


 


As you are aware, the Trust contemplates entering into an Agreement and
Plan of Merger, by and among iStar Financial Inc. (“iStar”), Falcon Acquisition
Company and the Trust (the “Merger Agreement”) pursuant to which iStar, through
a subsidiary, will acquire 100% of the outstanding capital stock of the Trust.
Upon completion of the transactions contemplated by the Merger Agreement, the
Trust will be a wholly-owned subsidiary of iStar and the Trust will no longer
be a publicly-traded company. As a material inducement to iStar’s willingness
to enter into the Merger Agreement, iStar has requested that you provide the
acknowledgements set forth in this letter. You acknowledge and agree on the
date hereof as follows:


 


(i.)                                  the
mere fact that the Trust will no longer be a publicly-traded company and that,
accordingly, you will not be a senior executive of a publicly-traded company
shall not give rise to Good Reason, as defined in Section 6(c)(ii) of the
Agreement;


 


(ii.)                               the
assignment to you of additional duties or the alteration of your existing
duties, consistent with your position with the Trust as described in Section 3
of the Agreement, to the extent reasonably intended to facilitate the
integration of the business of the Trust and its affiliates with the business
of iStar and its affiliates shall not give rise to Good Reason, as defined in
Section 6(c)(ii) of the Agreement; and


 


(iii.)                            the
substitution of iStar’s benefits for benefits provided by the Trust as
contemplated by the Merger Agreement shall not give rise to Good Reason
pursuant to Section 6(e)(ii) (C) of the Agreement.


 


Except as set forth above, all of the terms and conditions of the
Agreement remain unmodified (other than to give effect to the foregoing) and in
full force and effect. This letter shall amend and be deemed a part of the
Agreement, and shall, as of the effective time of the Merger, be interpreted in
accordance with the Agreement and the terms of this letter.


 


15 COMMERCE ROAD •
STAMFORD, CONNECTICUT 06902 • 203-967-0000 PHONE •203-967-1717
FACSIMILE •
www.falconfinancial.com


 





















 


Please execute a copy of this letter in the place indicated to evidence
your consent and agreement to the terms and conditions provided above.


 


	
  Very truly yours,

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Vernon B. Schwartz

  	
   

  	
   

  
	
  Vernon B. Schwartz

  	
   

  
	
  Chief Executive Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Agreed and Accepted:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Ralph L. Miller

  	
   

  	
   

  
	
  Ralph L. Miller