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Exhibit (b)(15)
Salomon Brothers
Realty Corp.
388 Greenwich Street
New York, New York 10013
212-816-8179
October 31, 2000
North Valley Tech LLC
c/o First Union Real Estate investments
551 Fifth Avenue, Suite 1416
New York. New York 10176-1499
Re: Loan Agreement, dated as of July 27, 1999 (the "Loan
Agreement"), by and among North Valley Tech, as borrower,
Salomon Brothers Realty Corp., as agent and initial lender
("Agent") and LaSalle Bank National Association, as collateral
agent ("Collateral Agent")
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Gentlemen:
Reference is made to the Loan Agreement. Capitalized terms used but not
defined herein shall have the meanings set forth in the Loan Agreement.
Pursuant to a letter dated September 27, 2000, Agent has approved the
Transfer of the Mortgaged Property subject to the Loan Agreement, the Mortgage
and the other Loan Documents pursuant to Section 2.7(a) of the Loan Agreement to
a Single Purpose Entity, all of the ownership interests are held directly or
indirectly by Radiant Ventures I L.L.C., subject to (1) the delivery of
organizational documents acceptable to Agent with respect to such entity and (2)
the delivery by Borrower of an assumption of the Note, the Loan Agreement and
the Loan Documents and the payment to Agent of an assumption fee of one percent
(1%) of the outstanding Principal Indebtedness and all of Agent's reasonable
expenses incurred in connection with such Transfer.
Borrower has notified the Agent that Borrower desires to obtain a
mezzanine loan (the "Mezzanine Loan") with respect to the Mortgaged Property.
The Mezzanine Loan will be made to a newly created special purpose bankruptcy
remote entity all of the ownership interests in which are held directly or
indirectly by Radiant Ventures I L.L.C., which new entity owns no assets other
than the entire ownership interests in the Borrower. The Mezzanine Loan will be
secured by a subordinate pledge of such ownership interests and the lender under
the Mezzanine Loan will deliver a subordination agreement acceptable to the
Agent. The terms and documentation of the Mezzanine Loan will have been approved
by Agent in advance. If requested, the Agent and the lender under the Mezzanine
Loan will enter into an intercreditor agreement in form and substance
satisfactory to the Agent. Agent hereby approves of the Mezzanine Loan on the
terms described in this letter.
Very truly yours,
SALOMON BROTHERS REALTY CORP.,
a New York corporation
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By: /s/ A. George Newman
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Name: A. George Newman
Title: Authorized Agent
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