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...Merger Agreement • March 12th, 1999 • Franchise Mortgage Acceptance Co • Mortgage bankers & loan correspondents
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 parti
EXHIBIT 2 -------------------------------------------------- AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and between BAY VIEW CAPITAL CORPORATION and FRANCHISE MORTGAGE ACCEPTANCE COMPANY --------------------------------------------------...Merger Agreement • March 12th, 1999 • Franchise Mortgage Acceptance Co • Mortgage bankers & loan correspondents • Delaware
