EXHIBIT 4.2 A/B EXCHANGE REGISTRATION RIGHTS AGREEMENT Dated as of January 23, 1997 by and among IMPERIAL CREDIT INDUSTRIES, INC. IMPERIAL BUSINESS CREDIT, INC., IMPERIAL CREDIT ADVISORS, INC., and FRANCHISE MORTGAGE ACCEPTANCE CO. LLC, as GuarantorsRegistration Rights Agreement • February 21st, 1997 • Imperial Credit Industries Inc • Mortgage bankers & loan correspondents • New York
RECITALSOption Agreement • October 9th, 1996 • Imperial Credit Industries Inc • Mortgage bankers & loan correspondents
EXHIBIT 10.36 SERVICES AGREEMENT This Services Agreement is entered into as of October 1, 1999 by and between Imperial Credit Industries, Inc., a California corporation ("ICII"), and Southern Pacific Bank, a California industrial loan company...Services Agreement • March 30th, 2000 • Imperial Credit Industries Inc • Mortgage bankers & loan correspondents • California
EXHIBIT 10.35 ASSIGNMENT AND ASSUMPTION AGREEMENT ----------------------------------- This Assignment and Assumption Agreement (this "Assignment") dated as of October 1, 1999 is entered into between Imperial Bank, a California banking corporation...Assignment and Assumption Agreement • March 30th, 2000 • Imperial Credit Industries Inc • Mortgage bankers & loan correspondents
Article I Warrant CertificatesWarrant Agreement • April 11th, 2001 • Imperial Credit Industries Inc • Mortgage bankers & loan correspondents • California
RECITALSAsset Purchase Agreement • March 30th, 2000 • Imperial Credit Industries Inc • Mortgage bankers & loan correspondents • California
AMONG FRANCHISE MORTGAGE ACCEPTANCE COMPANY ANDRegistration Rights Agreement • April 15th, 1998 • Imperial Credit Industries Inc • Mortgage bankers & loan correspondents • Delaware
RECITALSTermination Agreement • April 15th, 1998 • Imperial Credit Industries Inc • Mortgage bankers & loan correspondents • California
EXHIBIT 10.3 IMPERIAL CREDIT INDUSTRIES, INC. 12% SECURED CONVERTIBLE SUBORDINATED NOTES DUE 2005Indenture • August 30th, 2001 • Imperial Credit Industries Inc • Mortgage bankers & loan correspondents • New York
EXHIBIT 10.34 SERVICING AGREEMENTServicing Agreement • March 30th, 2000 • Imperial Credit Industries Inc • Mortgage bankers & loan correspondents • California
PAGE ---- ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01 Definitions.............................................. 1 Section 1.02 Other Definitions........................................ 20 Section 1.03 Incorporation by Reference...Imperial Credit Industries Inc • February 21st, 1997 • Mortgage bankers & loan correspondents • New York
MERGER AGREEMENT DATED AS OF JULY 22, 1999 BY AND AMONG IMPERIAL CREDIT INDUSTRIES, INC. ICCMIC ACQUISITION CORP.Merger Agreement • July 26th, 1999 • Imperial Credit Industries Inc • Mortgage bankers & loan correspondents • Maryland
THIS SECURITY AGREEMENT is made this 21st day of October 1997, between H. Wanye Snavely ("Debtor") and Imperial Credit Industries, Inc. ("Secured Party"). Recitals --------Security Agreement • November 3rd, 1997 • Imperial Credit Industries Inc • Mortgage bankers & loan correspondents • California
EXHIBIT 5 PROMISORY NOTE SECURED BY ------------------------- STOCK PLEDGE AND DEED OF TRUST ------------------------------Imperial Credit Industries Inc • November 3rd, 1997 • Mortgage bankers & loan correspondents
AMONGAsset Purchase Agreement • December 30th, 1996 • Imperial Credit Industries Inc • Mortgage bankers & loan correspondents • California
AMENDMENT TO EMPLOYMENT AND NON-COMPETITION AGREEMENTEmployment and Non-Competition Agreement • March 30th, 2000 • Imperial Credit Industries Inc • Mortgage bankers & loan correspondents
EXHIBIT 10.28 PROMISSORY NOTE SECURED BY -------------------------- STOCK PLEDGE AND DEED OF TRUST ------------------------------ Lender: Borrower: Imperial Credit Industries, Inc. Kevin E. Villani 23550 Hawthorne Boulevard 5658 Dolphin Place Building...Security Agreement • April 15th, 1998 • Imperial Credit Industries Inc • Mortgage bankers & loan correspondents • California
EXHIBIT 20.1.6 Senior Secured Note - Series B ------------------------------ THIS SENIOR SECURED NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY ITS ACCEPTANCE HEREOF, AGREES FOR...Imperial Credit Industries Inc • April 16th, 2002 • Mortgage bankers & loan correspondents • California
EXHIBIT 10.46 INDEPENDENT CONTRACTOR AGREEMENT -------------------------------- This Independent Contractor Agreement ("Agreement") is made and entered into effect as of September 1, 2001 by and between Imperial Credit Industries, Inc. ("ICII"), and...Independent Contractor Agreement • April 16th, 2002 • Imperial Credit Industries Inc • Mortgage bankers & loan correspondents
EXHIBIT 7 PROMISSORY NOTE SECURED BY -------------------------- STOCK PLEDGE AND DEED OF TRUST ------------------------------ Lender: Borrower: Imperial Credit Industries, Inc. Kevin E. Villani 23550 Hawthorne Boulevard 5658 Dolphin Place Building 1,...Imperial Credit Industries Inc • November 3rd, 1997 • Mortgage bankers & loan correspondents
EXHIBIT 10.27 PROMISSORY NOTE SECURED BY -------------------------- STOCK PLEDGE AND DEED OF TRUST ------------------------------Security Agreement • April 15th, 1998 • Imperial Credit Industries Inc • Mortgage bankers & loan correspondents • California
Exhibit 3 October 15, 1997 Friedman, Billings, Ramsey & Co. Inc. Jefferies & Company, Inc. as Representatives of the several Underwriters c/o Friedman, Billings, Ramsey & Co., Inc. 1001 19th Street North Arlington, Virginia 22209 Re: Lock-Up Agreement...Imperial Credit Industries Inc • November 3rd, 1997 • Mortgage bankers & loan correspondents
This letter is being delivered to you in connection with the proposed Underwriting Agreement (the "Underwriting Agreement") among Imperial Credit Commercial Mortgage Investment Corp., a Maryland corporation (the "Company"), and each of you as representatives of a group of Underwriters named therein ("Underwriters"), relating to an underwritten public offering of common stock, $.0001 par value (the "Common Stock") of the Company. All capitalized terms contained herein without definition shall have the meanings ascribed to such terms as set forth in the Underwriters Agreement.
andAgreement • October 5th, 1998 • Imperial Credit Industries Inc • Mortgage bankers & loan correspondents • California
EXHIBIT 10.42 TERMINATION PROTECTION AGREEMENT -------------------------------- AGREEMENT effective January 27, 1999, between Imperial Credit Industries, Inc., a California Corporation, (the "Company") and H. Wayne Snavely (the "Executive")....Termination Protection Agreement • April 10th, 2001 • Imperial Credit Industries Inc • Mortgage bankers & loan correspondents • California
R E C I T A L S ---------------Forbearance and Amendment Agreement • April 16th, 2002 • Imperial Credit Industries Inc • Mortgage bankers & loan correspondents • California
BETWEENRegistration Rights Agreement • April 15th, 1998 • Imperial Credit Industries Inc • Mortgage bankers & loan correspondents • California
Pursuant to that certain Master Recapitalization Agreement dated as of March 29, 2001 (said agreement, as it may hereafter be amended or otherwise modified from time to time, being the "Recapitalization Agreement"), the Senior...Collateral Agency and Security Agreement • August 30th, 2001 • Imperial Credit Industries Inc • Mortgage bankers & loan correspondents • Delaware
WITNESSETH:Employment and Non-Competition Agreement • April 16th, 2002 • Imperial Credit Industries Inc • Mortgage bankers & loan correspondents • California
WITNESSETH:4 Registration Rights Agreement • September 24th, 2001 • Imperial Credit Industries Inc • Mortgage bankers & loan correspondents • California
EXHIBIT 10.45 EMPLOYMENT SEVERANCE AGREEMENT, SETTLEMENT AGREEMENT AND GENERAL RELEASE ---------------------------------------- This Employment Severance Agreement, Settlement Agreement, and General Release ("Agreement") is made and entered into by...Employment Severance Agreement • April 16th, 2002 • Imperial Credit Industries Inc • Mortgage bankers & loan correspondents
THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED COLLATERAL AGENCY AND SECURITY AGREEMENT (this "Amendment No. 1"), dated as of February 19, 2002, is --------------- made by and between Imperial Credit Industries, Inc. (the "Grantor") in favor of -------...Agency and Security Agreement • April 16th, 2002 • Imperial Credit Industries Inc • Mortgage bankers & loan correspondents
EXHIBIT 2 October 22, 1997 Friedman, Billings, Ramsey & Co., Inc. Jefferies & Company, Inc. as Representatives of the several underwriters c/o Friedman, Billings, Ramsey & Co., Inc. 1001 19th Street North Arlington, Virginia 22209 Re: Lock-Up...Imperial Credit Industries Inc • November 3rd, 1997 • Mortgage bankers & loan correspondents
This letter is being delivered to you in connection with the Underwriting Agreement, dated October 16, 1997 (the "Underwriting Agreement"), among Imperial Credit Commercial Mortgage Investment Corp., a Maryland corporation (the "Company"), and each of you as representatives on behalf of a group of Underwriters named therein ("Underwriters"), relating to an underwritten public offering of common stock, $.0001 par value (the "Common Stock"), of the Company. All capitalized terms contained herein without definition shall have the meanings ascribed to such terms as set forth in the Underwriting Agreement.
R E C I T A L S ---------------Imperial Credit Industries Inc • October 31st, 1996 • Mortgage bankers & loan correspondents
AGREEMENT ---------Master Recapitalization Agreement • August 30th, 2001 • Imperial Credit Industries Inc • Mortgage bankers & loan correspondents
EXHIBIT 20.1.1 MASTER RECAPITALIZATION AGREEMENT by and among IMPERIAL CREDIT INDUSTRIES, INC.Master Recapitalization Agreement • April 10th, 2001 • Imperial Credit Industries Inc • Mortgage bankers & loan correspondents • California
