Exhibit (b)
GP Credit Co., LLC
April 17, 2003
Kenneth E. Nelson
4107 W. Gazebo Hill Blvd. N107
Mequon, WI 53092
Dear Sir:
GP Credit Co., LLC, an Oklahoma limited liability company ("Lender"),
hereby agrees to make, and by its acceptance of this commitment Borrower agrees
to accept, a loan (the "Loan") in the amount and upon the terms and conditions
set forth herein.
1. Definitions. As used herein, Units means limited partnership assignee
interests, or units, in Metric Partners Growth Suite Investors, L.P. ("Metric").
As used herein, Offer means a tender offer by Kenneth E. Nelson for 30,000 Units
of Metric.
2. Borrower. The name of the Borrower ("Borrower") is Kenneth E. Nelson, a
citizen of Wisconsin.
3. Closing Date. The closing of this Loan must take place by July 31, 2003.
This commitment and all obligations of Lender will terminate if such
disbursement is not made by such date.
4. Amount. The amount of the Loan will not exceed the actual purchase price
of Units acquired in the Offer, plus related costs and expenses, but will in no
case exceed Two Million Six Hundred Thousand Dollars ($2,600,000.00).
5. Interest Rate. The Loan will bear interest, such interest to be payable
monthly, at the rate of fifteen percent (15%) per annum, compounded monthly.
6. Maturity. The principal of and any unpaid interest on the Loan will be
payable on the third anniversary of the date on which funds are first advanced
on the Loan.
7. Prepayment. The Borrower shall have no right to prepay the Loan prior to
the maturity stated above unless a prepayment penalty of Fifty Thousand Dollars
($50,000.00) is paid to Lender.
Kenneth E. Nelson
April 17, 2003
Page 2
8. Security. The Loan will be secured by a first lien on all Units acquired
in the Offer, subject only to such encumbrances and defects as Lender shall
approve in writing.
9. Documentation. All documentation, including a note and financing
agreement, will be prepared by special counsel selected by Lender and will be in
form, content, and execution satisfactory to Lender.
10. Expenses. Borrower agrees to pay all taxes and assessments, and all
recording fees, registration taxes, title insurance premiums and other charges
of the title company, attorney's fees (including the fees of special counsel for
Lender), appraisal fees, and all other expenses of closing the loan, whether or
not the loan contemplated hereunder is made, unless the loan is not made because
of the wrongful action or delay of Lender.
11. Assignment by Borrower, Transfer of Title and Other Liens. This
commitment may not be assigned by Borrower. Pending consummation of the terms of
this commitment and as long as the Loan is outstanding, there shall be no
transfer of title to the Units without the prior written consent of Lender.
There shall be no other liens on title whether subordinate or superior to the
lien given Lender to secure this Loan.
12. Lender Not Partner. Anything contained herein to the contrary
notwithstanding, Lender, by making this commitment or by any action taken
pursuant hereto, will not be deemed a partner or joint venturer with the
Borrower, and the Borrower will indemnify and hold Lender harmless from any and
all damages resulting from such a construction of the parties and their
relationship.
13. Insolvency and Other Events of Default. Lender may cancel its
obligations under this commitment without liability in the event of the
following: (a) with respect to Borrower of the Loan to be made hereunder, the
filing of a voluntary petition for bankruptcy.
14. Acceptance. Acceptance of this commitment must be indicated by the
return of one signed copy of this letter by April 22, 2003.
The undertakings made by Lender in the commitment cannot be accepted
conditionally, and any such conditional acceptance will terminate absolutely the
undertakings made herein.
We are pleased to have the opportunity to assist you with this financing.
Effective as of the date first shown above.
GP Credit Co., LLC
By: /s/ Susan B. Nelson
Manager
/s/ Kenneth E. Nelson
Date: April 17, 2003