EXHIBIT 99.2
March 10, 1999
Bay View Capital Corporation
1840 Gateway Drive
San Mateo, California 94404
Dear Sirs:
The undersigned understands that BAY VIEW CAPITAL CORPORATION ("Bay View")
and FRANCHISE MORTGAGE ACCEPTANCE COMPANY ("FMAC") are entering into an
Agreement and Plan of Merger and Reorganization (the "Merger Agreement")
providing for, among other things, the merger of FMAC into Bay View (the
"Merger"), in which the outstanding shares of common stock of FMAC will be
exchanged for a combination of cash and shares of common stock of Bay View.
The undersigned is a stockholder of FMAC and is entering into this agreement
to induce Bay View to enter into the Merger Agreement and to consummate the
transactions contemplated thereby.
The undersigned confirms its agreement with Bay View as follows:
1. The undersigned represents, warrants and agrees that Schedule I annexed
hereto sets forth the shares of the capital stock of FMAC of which the
undersigned is the record or beneficial owner (the "Shares") and that the
undersigned is on the date hereof the lawful owner of the Shares set forth in
Schedule I, free and clear of all liens, charges, encumbrances, voting
agreements and commitments of every kind, except as disclosed in Schedule I.
Except as set forth in Schedule I, the undersigned does not own or hold any
rights to acquire any additional shares of the capital stock of FMAC (by
exercise of stock options or otherwise) or any interest therein or any voting
rights with respect to any additional shares.
2. Except as required by law, the undersigned agrees that the undersigned
will not, and will not permit any company, trust or other entity controlled by
the undersigned to, contract to sell, sell or otherwise transfer or dispose of
any of the Shares beneficially owned by the undersigned or any interest
therein or securities convertible thereunto or any voting rights with respect
thereto, other than pursuant to the Merger.
3. The undersigned agrees that all of the Shares, together with any
additional shares of capital stock of FMAC beneficially owned by the
undersigned, directly or indirectly, at the record date for any meeting of
stockholders of FMAC called to consider and vote to adopt the Merger Agreement
and/or the transactions contemplated thereby will be voted by the undersigned
in favor thereof.
4. The undersigned agrees to, and will cause any company, trust or other
entity controlled by the undersigned to, cooperate fully with Bay View in
connection with the Merger Agreement and the transactions contemplated
thereby. The undersigned agrees that the undersigned will not, and will not
permit any such company, trust or other entity to, directly or indirectly,
(including through its officers, directors, employees or other
representatives) initiate, solicit or encourage any discussions, inquiries or
proposals with any third party relating to an Acquisition Proposal (as defined
in the Merger Agreement), or provide any such person with information or
assistance or negotiate with any such person with respect to an Acquisition
Proposal or agree to or otherwise assist in the effectuation of any
Acquisition Proposal except as permitted by the Merger Agreement.
5. The undersigned represents and warrants to Bay View that (i) the
undersigned has all necessary power and authority to enter into this agreement
and (ii) this agreement is the legal, valid and binding agreement of the
undersigned, and is enforceable against the undersigned in accordance with its
terms.
6. The undersigned agrees that damages are an inadequate remedy for the
breach by the undersigned of any term or condition of this agreement and that
Bay View shall be entitled to a temporary restraining order and preliminary
and permanent injunctive relief in order to enforce the agreements provided
herein.
7. This letter agreement shall automatically terminate (i) upon termination
of the Merger Agreement in accordance with its terms or (ii) at the Effective
Time (as defined in the Merger Agreement).
Bay View Capital Corporation
March 10, 1999
Page 2
8. Except for the obligations set forth in paragraph 4 above (which are the
identical obligations imposed upon the undersigned under the Merger
Agreement), nothing herein is intended to place any restriction for actions to
be taken by the undersigned in the undersigned's capacity as a director or
officer of FMAC. The obligations herein relate to actions to be taken or not
to be taken by the undersigned solely in the undersigned's capacity as a
shareholder of FMAC.
9. This agreement may be amended, modified or supplemented at any time by
the written approval of such amendment, modification or supplement by the
undersigned and Bay View.
10. This agreement evidences the entire agreement among the parties hereto
with respect to the matters provided for herein and there are no agreements,
representations or warranties with respect to the matters provided for herein
other than those set forth herein and in the Merger Agreement.
11. The parties agree that if any provision of this agreement shall under
any circumstances be deemed invalid or inoperative, this agreement shall be
construed with the invalid or inoperative provisions deleted and the rights
and obligations of the parties shall be construed and enforced accordingly.
12. This agreement may be executed in two counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the
same agreement.
13. The validity, construction, enforcement and effect of this agreement
shall be governed by the internal laws of the State of Delaware.
14. This agreement shall inure to the benefit of Bay View and its
successors, and shall be binding upon and inure to the benefit of the
undersigned and its successors, executors, personal representatives,
administrators, heirs, legatees, guardians and other legal representatives.
This agreement shall survive the death or incapacity of the undersigned.
15. Nothing in this Agreement shall be construed to give Bay View any rights
to exercise or direct the exercise of voting power as owner of the Shares,
either beneficially or otherwise, for any purpose.
16. The undersigned agrees that in the event of his breach Bay View shall be
entitled to such remedies and relief against the undersigned as are available
at law or in equity. The undersigned acknowledges that there is not an
adequate remedy at law to compensate Bay View for a violation of this
Agreement, and irrevocably waives, to the extent permitted by law, any defense
that he might have based on the adequacy of a remedy at law which might be
asserted as a bar to specific performance, injunctive relief, or other
equitable relief. The undersigned agrees to the granting of injunctive relief
without the posting of any bond and further agrees that if any bond shall be
required, such bond shall be in a nominal amount.
17. Bay View agrees that it shall grant to Imperial Credit Industries, Inc.
("ICI") as of the Effective Time (as defined in the Merger Agreement)
registration rights no less favorable than those which ICI enjoys under the
Registration Rights Agreement dated as of August 26, 1997 between ICI and
FMAC.
Bay View Capital Corporation
March 10, 1999
Page 3
Please confirm that the foregoing correctly states the understanding between
the undersigned and Bay View by signing and returning to Bay View a
counterpart hereof.
Very truly yours,
FMAX HOLDINGS, LLC
By: Imperial Credit Industries,
Inc., a member
By: /s/ H. Wayne Snavley
__________________________________
Name: H. Wayne Snavley
Title: Chairman of the Board,
President and Chief
Executive Officer
Accepted as of the 10th day
of March, 1999
BAY VIEW CAPITAL CORPORATION
By: /s/ Edward H. Sondker
_____________________________
Edward H. Sondker
President and Chief Executive Officer
SCHEDULE I
Number of shares of FMAC common stock beneficially owned.......... 10,823,492