1
Exhibit (b)(3)
PW REAL ESTATE INVESTMENTS INC.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
November 8, 2000
Radiant Partners, LLC
000 Xxxxx Xxxxxx Xxxxx
0000 Xxx Xxxx, XX 00000
Attention: Mr. Xxxxxx Xxxxxxxx
Dear Xx. Xxxxxxxx:
Reference is made to the commitment letter for mezzanine financing between
Radiant Partners, LLC, Xxxxxx Xxxxxxxx, Xxxx Xxxxxx and Xxxxx Xxxxxxxxxxx
(collectively, the "Client"), and PW Real Estate Investments Inc. ("Lender"),
dated July 5, 2000 (the "Original Commitment Letter"), as amended by that
certain letter agreement between the Client and Lender, dated September 19, 2000
(the "First Amendment" and collectively with the Original Commitment Letter, the
"Prior Amended Commitment Letter"). Capitalized terms used in this letter and
not defined shall be as defined in the First Amendment, or if such terms are not
defined in the First Amendment, as defined in Original Commitment letter.
The Client and Lender hereby amend the Prior Amended Commitment Letter as
provided in this letter agreement (this "Second Amendment"). The term
"Commitment Letter" means the Prior Amended Commitment Letter, as amended by
this Second Amendment.
1. Section 2 of the First Amendment is hereby deleted and replaced
in its entirety with the following:
Closing Date: The Closing Date for the Mezzanine Loan will be on or
prior to January 12, 2001, or as otherwise agreed to by Xxxxxx and the
Client. If for any reason the closing of the Mezzanine Loan (the
"Closing") does not occur on or prior to January 12, 2001, Lender will
have the right to terminate its obligations under this Commitment.
2. Minimum Loan Amount: Subject to satisfaction of the terms and
conditions of this Commitment, Newco shall not be entitled to borrow
less than $10,000,000 of principal under the Mezzanine Loan, and
Lender shall not be required to fund less than $10,000,000 of
principal under the Mezzanine Loan.
Page 1
2
The Commitment Letter, Fee Letter and Indemnification Agreement remain in
full force and effect and are hereby ratified by the Client and Lender in all
respects.
Please indicate your acknowledgment and agreement with the terms of this
letter by signing and returning an original to Xxx Xxxxxxx. This letter may be
executed in any number of counterparts.
Very truly yours,
PW REAL ESTATE INVESTMENTS INC.
By: /s/ Xxxxx X. Xxxxxxx
---------------------------
Xxxxx X. Xxxxxxx
Senior Vice President
Accepted and Agreed by the Client:
RADIANT PARTNERS, LLC
By: /s/ Xxxxxx Xxxxxxxx
---------------------------
Name: Xxxxxx Xxxxxxxx
Title: Managing Member
As Individuals:
/s/ Xxxxxx Xxxxxxxx
------------------------------
Xxxxxx Xxxxxxxx
/s/ Xxxx Xxxxxx
------------------------------
Xxxx Xxxxxx
/s/ Xxxxx Xxxxxxxxxxx
------------------------------
Xxxxx Xxxxxxxxxxx
Page 2
