PEOPLE'S BANK
ONE FINANCIAL PLAZA
HARTFORD, CT 06103-2613
July 31, 2002
Northeast Mortgage, LLC
Northeast Mortgage Corporation
000 Xxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
Re: Post-Closing Events
Ladies and Gentlemen:
Reference is made to that certain Amended and Restated Revolving Loan
and Security Agreement by and among Northeast Mortgage, LLC (the "Connecticut
LLC"), Northeast Mortgage Corporation (the "Nevada Corporation") (the
Connecticut LLC and the Nevada Corporation sometimes referred to herein as
"Borrower") and People's Bank ("Lender") dated as of the date hereof (the "Loan
Agreement"). Capitalized terms not otherwise defined herein shall have the
meanings given such terms in the Loan Agreement.
Xxxxxx has agreed to execute the Loan Agreement on the date hereof
without compliance by Borrower with all the requirements of the Loan Agreement
to a closing, provided that adequate assurances and procedures are made to
ensure the prompt and expeditious compliance by Borrower with such requirements.
The parties have entered into this letter agreement to provide a schedule for
compliance by Borrower.
In consideration of these premises and for other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, and
without limitation of Xxxxxxxx's other obligations to Lender as set forth in the
Loan Agreement or in any of the other documents executed or delivered in
connection therewith, the parties agree as follows:
1. The effectiveness of the Loan Agreement and the obligation of Lender
to make Advances under the Loan Agreement shall be subject to the prior
satisfaction of each of the following conditions to the satisfaction of Lender
on or prior to August 1, 2002:
(a) Delivery to Lender of original Loan Agreement duly executed by
the Borrower;
(b) Delivery to Lender of original $7,500,000 Third Amended and
Restated Revolving Loan Note duly executed by the Borrower;
(c) Delivery to Lender of original Amended and Restated Assignment
of Collateral duly executed by the Connecticut LLC;
(d) Delivery to Lender of original Assignment of Collateral duly
executed by the Nevada Corporation;
Northeast Mortgage, LLC
Northeast Mortgage Corporation
July 31, 2002
Page - 2 -
(e) Delivery to Lender of copy of Amended and Restated Guaranty
duly executed by the Guarantors; ----
(f) Delivery to Lender of original Guaranty duly executed by the
Connecticut LLC; and
(g) Delivery to Lender of original Guaranty duly executed by the
Nevada Corporation.
2. The obligation of Lender to make Advances under the Loan Agreement
after August 9, 2002 shall be subject to the prior satisfaction of each of the
following conditions to the satisfaction of Lender on or prior to August 9,
2002:
(a) Delivery to Lender of original Amended and Restated Guaranty
duly executed by the Guarantors;
(b) Delivery to Lender of original Intercreditor Agreement duly
executed by Horizon Bank;
(c) Delivery to Lender of original Opinion of Counsel to the
Borrower;
(x) Xxxxxxxx to Lender of original Certificate of Member duly
executed by a member of the Connecticut LLC;
(e) Delivery to Lender of original Certificate of the Secretary
duly executed by the Secretary of the Nevada Corporation;
(f) Delivery to Lender of UCC Search Information Report on the
Connecticut LLC from the Office of the Secretary of State of
Connecticut;
(g) Delivery to Lender of UCC Search Information Report on the
Nevada Corporation from the Office of the Secretary of State
of Nevada;
(h) Delivery to Lender of UCC Search Information Report on Knight
Investment LTD from the Office of the Secretary of State of
Nevada; and
(i) The other items listed on the Closing Needed List attached
hereto as Exhibit A.
The failure of Borrower to fully perform on a timely basis any of the
obligations set forth herein shall be deemed to be an Event of Default under the
Loan Agreement and shall entitle Lender to exercise any and all rights and
remedies permitted in the Loan Agreement and under applicable law, including,
without limitation, the right of Lender not to make Advances under the Loan
Agreement. Time is of the essence.
Northeast Mortgage, LLC
Northeast Mortgage Corporation
July 31, 2002
Page - 3 -
PEOPLE'S BANK
By:
----------------------------------------
Name:
--------------------------------------
Title:
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Xxxxxx and consented to this 31st day of July, 2002:
BORROWER:
NORTHEAST MORTGAGE, LLC. NORTHEAST MORTGAGE CORPORATION
By: __________________________ By: _______________________________
Its _______________ Its _____________
Duly Authorized Duly Authorized
GUARANTORS:
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Xxxxx X. Xxxxxxxx Xxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx, Xx.
