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EXHIBIT 2
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[CROWN NORTHCORP LETTERHEAD]
VIA TELECOPY
January 9, 1997
National City Corporation
c/o Xxxxxxx X. Xxxxxx
Xxx Xxxxxxxx Xxxx Xxxxxx, Xxxxx 000-X
Xxxxxxxxxxxx, Xxxxxxx 00000
Re: Merchants Mortgage Corporation
Dear Xx. Xxxxxx:
Following up on our recent communications with National City
Corporation ("NCC"), this letter shall constitute an amendment to
the Stock Purchase Agreement dated as of December 31, 1996 by and
among Crown NorthCorp, Inc. ("Crown"), CNC/DUS Newco, Inc.
("Newco") and National City Corporation ("NCC") (the "Agreement").
All capitalized terms not defined herein have the meanings ascribed
to them in the Agreement.
Crown and Newco, on the one hand, and NCC, on the other, hereby
agree as follows:
1. With respect only to the Xxxxxxx Xxxx loan
appearing on Schedule 2.03 of the Agreement, the period set forth
in the first sentence of Section 2.06 of the Agreement shall be the
sixtieth day following the Closing Date rather than the forty-fifth
date. The parties agree that no adjustment under Section 2.06 for
any loans in the Loan Servicing Portfolio shall be made if Crown
And Newco retain the rights to the servicing income as a result of
a refinancing of such loans.
2. Without limiting the generality of Sections 4.02(c)
and (d) of the Agreement, the parties understand and agree that
Crown will receive by wire transfer tomorrow the "Ending Balances"
as set forth on Attachment No. 1.
3. If Crown redeems the Series B Preferred Stock in
full on or before August 15, 1997, then Crown shall be entitled to
deduct from the Redemption Price the sum of $110,935 in full and
final settlement of Crown's redemption obligation for the Series B
Preferred Stock.
4. Without limiting the generality of Section 6.09 of
the Agreement, the parties understand and agree that NCC will
utilize its reasonable efforts to assist Crown in performing the
loan servicing tasks and responsibilities set forth on Attachment
No. 2, provided however,
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[CROWN LOGO]
CROWN NORTHCORP
National City Corporation
January 9, 1997
Page 2
that the parties agree and understand that Attachment No. 2 shall not
be considered part of the Agreement and that Attachment No. 2 shall
only serve as an illustration of Crown's loan servicing tasks.
5. Except as expressly modified by this amendment, each and
every provision of the Agreement is and remains in full force and
effect.
If the foregoing is an accurate reflection of our understanding,
please so indicate by signing and dating the acknowledgment below and
returning it to the undersigned.
Very truly yours,
/s/Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
Chairman and Chief
Executive Officer
Attachments
ACKNOWLEDGED AND ACCEPTED:
National City Corporation
By: /s/X.Xxxxxxxxxxx Xxxxxxx
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Name: X.Xxxxxxxxxxx Xxxxxxx
Title: President & CEO
January 9, 1997
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Attachment No. 1
Merchants Mortgage Corporation
Detail of Cash
Balances at January 8, 1997
Account 00501786360 $ 13,179,869.84
Account 00004014885 1,056,746.00
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14,236,615.84
Adjustment of Cash to Buyer 110,935.00
Balance per Balance Sheet 14,347,550.84
Purchase Price (11,048,898.00)
Cash Collateral (2,000,000.00)
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Ending Balances $ 1,298,652.84
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