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EXHIBIT 10.2
February 7, 1997
Each of the Borrowers listed
on Schedule A attached hereto
c/o AMRESCO, INC.
000 X. Xxxxx Xxxxxx
Xxxxx 0000, LB# 342
Xxxxxx, Xxxxx 00000
Attn: Vice President and Treasurer
Re: Side Letter Agreement in connection with $25,000,000 Bridge
Loan (the "Bridge Loan")
Each of the entities listed on Schedule A attached hereto
(collectively, "Borrowers"), NationsBank of Texas, N.A. ("NationsBank"), as
agent for itself and certain other lenders (collectively, the "Lenders") and
the other Lenders have executed a Second Amended and Restated Loan Agreement
(the "Loan Agreement") dated February 7, 1997, in respect of a revolving credit
facility and a term facility. Borrowers have requested that NationsBank
provide to Borrowers an additional short term credit facility in the form of
the Bridge Loan. NationsBank has agreed to such request subject to the terms
and conditions set forth below and in that certain promissory note (the "Bridge
Note"), of even date herewith, in the original principal amount of
$25,000,000.00, executed by Borrowers and payable to the order of NationsBank.
All of the capitalized terms used but not otherwise defined herein
shall have the same meanings given to such terms in the Loan Agreement.
In consideration for NationsBank's agreement to make the Bridge Loan
available to Borrowers, Borrowers agree to pay to NationsBank (a) on the date
hereof, an Application Fee (herein so called) in an amount equal to $6,000,
and, (b) on each of April 1, 1997, and April 30, 1997, a Facility Fee (herein
so called) in an amount equal to the product of (i) five one hundredths of one
percent (.05%), times (ii) $25,000,000, provided, that any amount is
outstanding under the Bridge Note on such date.
The fees described in this letter (a) are not compensation for the
use, detention, or forbearance of money, (b) are in addition to, and not in
lieu of, interest and expenses otherwise described in the Bridge Note, and (c)
are, when paid, non-refundable.
Borrowers and NationsBank agree and acknowledge that the Bridge Note
is included in the term Obligations, as defined in the Loan Agreement and as
used in the Loan Documents, and is secured by the Collateral Assignment, the
Pledge Agreements, the Security Agreement, the Mortgages, the other Security
Documents and all the other Loan Documents, and all liens and
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security interests created or evidenced thereby. Agent is executing this
letter in the space provided below for the limited purpose of acknowledging and
consenting (on behalf of itself and the other Lenders) to the agreement set
forth in the immediately preceding sentence.
References to monetary amounts and payments in this letter are to
currency of the United States of America. THIS LETTER MUST BE CONSTRUED - AND
ITS PERFORMANCE ENFORCED -UNDER TEXAS LAW. If any part of this letter is for
any reason found to be unenforceable, all other portions of it nevertheless
remain enforceable. No change, waiver, or discharge is valid unless in writing
that is signed by the party against whom it is sought to be enforced. This
letter may be executed in any number of counterparts with the same effect as if
all signatories had signed the same document, and all of those counterparts
must be construed together to constitute the same document.
Borrowers understand and agree that upon Borrowers' execution of this
letter, it becomes an agreement that binds and inures to NationsBank,
Borrowers, and their respective successors and permitted assigns; provided,
that, Borrowers may not assign any rights or obligations under this letter
without first obtaining NationsBank's written consent, and any purported
assignment without such consent is void.
THE BRIDGE NOTE AND THIS LETTER REPRESENT THE FINAL AGREEMENT BETWEEN
THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS,
OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES.
If Borrowers agree with the foregoing, they must execute and return to
NationsBank the Bridge Note and this letter, and pay to NationsBank the
Application Fee by 5:00 p.m., Dallas, Texas time on the date hereof.
Otherwise, the offer to make the Bridge Loan automatically terminates
immediately after that time.
Very truly yours,
NATIONSBANK OF TEXAS, N.A., a
national banking association
By: /s/ XXXXX X. XXXXXXXXX
---------------------------------
Xxxxx X. Xxxxxxxxx,
Vice President
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The foregoing is acknowledged, accepted and agreed to in all respects
as of February 7, 1997.
BORROWERS:
AMRESCO, INC., a Delaware corporation
By: /s/ XXXXXX X. XXXXXX
----------------------------------
Xxxxxx X. Xxxxxx,
Treasurer
AFC EQUITIES, INC.
AMRESCO ATLANTA INDUSTRIAL, INC.
AMRESCO BUILDERS GROUP, INC.
AMRESCO CANADA, INC.
AMRESCO CAPITAL CORPORATION
AMRESCO CAPITAL LIMITED, INC.
AMRESCO CONSOLIDATION CORP. f/k/a
AMRESCO MORTGAGE CAPITAL, INC.
AMRESCO EQUITIES CANADA INC.
AMRESCO FINANCIAL I, INC.
AMRESCO FINANCIAL I, L.P.
AMRESCO FUNDING CORPORATION
AMRESCO INSTITUTIONAL, INC.
AMRESCO INVESTMENTS, INC.
AMRESCO JERSEY VENTURES LIMITED
AMRESCO MANAGEMENT, INC. f/k/a BEI
MANAGEMENT, INC.
AMRESCO NEW ENGLAND, L.P.
AMRESCO NEW ENGLAND II, L.P.
AMRESCO NEW ENGLAND, INC.
AMRESCO NEW ENGLAND II, INC.
AMRESCO NEW HAMPSHIRE, INC.
AMRESCO NEW HAMPSHIRE, L.P.
AMRESCO OVERSEAS, INC. f/k/a AMRESCO
SERVICES, INC.
AMRESCO PORTFOLIO INVESTMENTS, INC.
AMRESCO PRINCIPAL MANAGERS I, INC.
AMRESCO PRINCIPAL MANAGERS II, INC.
AMRESCO RESIDENTIAL CAPITAL MARKETS,
INC. f/k/a AMRESCO RESIDENTIAL
MORTGAGE CORPORATION
AMRESCO RESIDENTIAL CONDUIT, INC.
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[S]
AMRESCO RESIDENTIAL CREDIT CORPORATION
AMRESCO RESIDENTIAL MORTGAGE
CORPORATION
AMRESCO RHODE ISLAND, INC.
AMRESCO SERVICES CANADA INC.
AMRESCO UK HOLDINGS LIMITED
AMRESCO UK LIMITED
AMRESCO UK VENTURES LIMITED
AMRESCO VENTURES, INC. f/k/a AMRESCO
GENERAL PARTNERS, INC.
AMRESCO 1994-N2, INC.
ASSET MANAGEMENT RESOLUTION COMPANY
BEI 1992 - N1, INC.
BEI 1993 - N3, INC.
BEI 1994 - N1, INC.
BEI MULTI-POOL, INC.
BEI PORTFOLIO INVESTMENTS, INC.
BEI PORTFOLIO MANAGERS, INC.
BEI REAL ESTATE SERVICES, INC.
BEI SANJAC, INC.
ENT MIDWEST, INC.
ENT NEW JERSEY, INC.
ENT SOUTHERN CALIFORNIA, INC.
GRANITE EQUITIES, INC.
XXXXXXXX XXXXXXXX, INC.
LIFETIME HOMES, INC., f/k/a LIFETIME
HOMES OF NEW JERSEY, INC.
OAK CLIFF FINANCIAL, INC.
OLD MIDLAND HOUSE LIMITED
PRESTON HOLLOW ASSET HOLDINGS, INC.
By: AMRESCO, INC., a Delaware
corporation, as attorney in fact
By: /s/ XXXXXX X. XXXXXX
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Xxxxxx X. Xxxxxx,
Treasurer
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The undersigned Agent is executing this letter on behalf of itself and
the other Lenders for the limited purpose therein stated.
AGENT:
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NATIONSBANK OF TEXAS, N.A.,
a national banking association, as
Agent for itself and the other Lenders
By: /s/ XXXXX X. XXXXXXXXX
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Xxxxx X. Xxxxxxxxx,
Vice President
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SCHEDULE A
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LIST OF BORROWERS
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AFC EQUITIES, INC.
AMRESCO ATLANTA INDUSTRIAL, INC.
AMRESCO BUILDERS GROUP, INC.
AMRESCO CANADA, INC.
AMRESCO CAPITAL CORPORATION
AMRESCO CAPITAL LIMITED, INC.
AMRESCO CONSOLIDATION CORP. f/k/a AMRESCO
MORTGAGE CAPITAL, INC.
AMRESCO EQUITIES CANADA INC.
AMRESCO FINANCIAL I, INC.
AMRESCO FINANCIAL I, L.P.
AMRESCO FUNDING CORPORATION
AMRESCO INSTITUTIONAL, INC.
AMRESCO INVESTMENTS, INC.
AMRESCO JERSEY VENTURES LIMITED
AMRESCO MANAGEMENT, INC. f/k/a BEI
MANAGEMENT, INC.
AMRESCO NEW ENGLAND, L.P.
AMRESCO NEW ENGLAND II, L.P.
AMRESCO NEW ENGLAND, INC.
AMRESCO NEW ENGLAND II, INC.
AMRESCO NEW HAMPSHIRE, INC.
AMRESCO NEW HAMPSHIRE, L.P.
AMRESCO OVERSEAS, INC. f/k/a AMRESCO
SERVICES, INC.
AMRESCO PORTFOLIO INVESTMENTS, INC.
AMRESCO PRINCIPAL MANAGERS I, INC.
AMRESCO PRINCIPAL MANAGERS II, INC.
AMRESCO RESIDENTIAL CAPITAL MARKETS, INC.
f/k/a AMRESCO RESIDENTIAL MORTGAGE CORPORATION
AMRESCO RESIDENTIAL CONDUIT, INC.
AMRESCO RESIDENTIAL CREDIT CORPORATION
AMRESCO RESIDENTIAL MORTGAGE CORPORATION
AMRESCO RHODE ISLAND, INC.
AMRESCO SERVICES CANADA INC.
AMRESCO UK HOLDINGS LIMITED
AMRESCO UK LIMITED
AMRESCO UK VENTURES LIMITED
AMRESCO VENTURES, INC. f/k/a AMRESCO GENERAL
PARTNERS, INC.
AMRESCO 1994-N2, INC.
ASSET MANAGEMENT RESOLUTION COMPANY
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BEI 1992 - N1, INC.
BEI 1993 - N3, INC.
BEI 1994 - N1, INC.
BEI MULTI-POOL, INC.
BEI PORTFOLIO INVESTMENTS, INC.
BEI PORTFOLIO MANAGERS, INC.
BEI REAL ESTATE SERVICES, INC.
BEI SANJAC, INC.
ENT MIDWEST, INC.
ENT NEW JERSEY, INC.
ENT SOUTHERN CALIFORNIA, INC.
GRANITE EQUITIES, INC.
XXXXXXXX XXXXXXXX, INC.
LIFETIME HOMES, INC., f/k/a LIFETIME HOMES OF
NEW JERSEY, INC.
OAK CLIFF FINANCIAL, INC.
OLD MIDLAND HOUSE LIMITED
PRESTON HOLLOW ASSET HOLDINGS, INC.