Exhibit
10.7


 


BEAR, STEARNS
& CO., INC.


383 Madison Avenue


New York, New York
10179


 


 


	
  June 26, 2003

  
	
   

  
	
  CRIIMI MAE Inc.

  
	
  CRIIMI MAE Asset
  Acquisition Corp.

  
	
  11200 Rockville Pike

  
	
  Rockville, Maryland
  20852

  
	
  Attn:

  	
  David Iannarone

  
	
   

  	
  Executive Vice
  President

  
	
   

  	
   

  
	
  Re:

  	
  Side Letter

  



 


Dear Ladies and
Gentlemen:


 


This letter agreement
will constitute the side letter in connection with that certain Master
Repurchase Agreement and Annex I, dated as of the date hereof (as amended from
time to time, the “Repurchase Agreement”), among CRIIMI MAE Inc. (“CRIIMI
MAE”), CRIIMI MAE Asset Acquisition Corp. (“CMAAC”, and together
with CRIIMI MAE, “CRIIMI”) and Bear, Stearns & Co., Inc., as agent
for Bear, Stearns International Limited (“Bear, Stearns”).  In the event that CRIIMI (or an Affiliate),
during the period commencing with the date of this letter agreement and ending
on the date which is six months following the Termination Date of the
Repurchase Agreement, enters into a collateralized debt obligation or any
similarly structured product backed by any CMBS that was at any point in time
Purchased CMBS  under the Repurchase
Agreement (such CMBS, “Released CMBS”, and any such collateralized debt
obligation of similarly structured product, a “CDO”), CRIIMI  shall pay to Bear, Stearns a fee in the
amount of (i) 0.50% multiplied by (ii) the aggregate Repurchase Price as of the
related Purchase Date of the Released CMBS. 
Capitalized terms not defined in this letter agreement shall have the meanings
set forth in the Repurchase Agreement.


 


CRIIMI hereby
acknowledges that Bear,Stearns’ agreement to enter into the obligations set
forth herein and in the Repurchase Agreement constitute fair consideration for
CRIIMI’s obligations and covenants hereunder.


 


The invalidity or
unenforceability of any provision of this letter agreement shall not affect the
validity or enforceability of any other provisions of this letter agreement,
which shall remain in full force and effect.


 


This letter agreement
constitutes the entire understanding between Bear, Stearns and CRIIMI with
respect to its subject matter and supersedes any existing commitments or
agreements, written or oral, between the parties.  This letter agreement may not be amended or modified except in writing
signed by each of the parties hereto.


 

















 


This letter agreement shall be
governed by and construed in accordance with the laws of the State of New York,
without regard to its conflicts of laws principles.  Each of Bear, Stearns and CRIIMI hereby irrevocably
waives, to the fullest extent permitted by applicable law, any and all right to
trial by jury in any legal proceeding arising out of or relating to this letter
agreement or the transactions contemplated hereby.


 


This letter agreement may
be executed in any number of counterparts, all of which taken together shall
constitute one and the same instrument, and any of the parties hereto may
execute this letter agreement by signing any such counterpart.


 


2

















 


Please confirm that the
foregoing is in accordance with your understanding by signing this letter
agreement and two enclosed copies and returning to us the enclosed copies. The
letter agreement signed by you shall constitute a binding agreement between us
as of the date first above written.


 


	
   

  	
  Yours sincerely,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BEAR STEARNS & CO., INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Timothy Greene

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Timothy Greene

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Senior Managing
  Director

  	
   

  
								



 


 


ACCEPTED AND AGREED TO

AS OF THE DATE FIRST ABOVE WRITTEN:


 


CRIIMI MAE INC.


 


 


	
  By:

  	
  /s/ Barry Blattman

  	
   

  	 

	
   

  	
  Name:

  	
  Barry Blattman

  	
   

  	 

	
   

  	
  Title:

  	
  Chairman, President and
  CEO

  	
   

  
							



 


 


CRIIMI MAE Asset Acquisition Corp.


 


	
  By:

  	
  /s/ Barry Blattman

  	
   

  	 

	
   

  	
  Name:

  	
  Barry Blattman

  	
   

  	 

	
   

  	
  Title:

  	
  Chairman, President and
  CEO

  	
   

  
							



 


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