Exhibit 10.5(b) FIRST AMENDMENT TOFranchise Mortgage Acceptance Co • August 27th, 1997
OPERATING AGREEMENT FOR IMPERIAL CREDIT FRANCHISE MORTGAGE LLC A CALIFORNIA LIMITED LIABILITY COMPANYOperating Agreement • August 27th, 1997 • Franchise Mortgage Acceptance Co • California
AMONG FRANCHISE MORTGAGE ACCEPTANCE COMPANY ANDRegistration Rights Agreement • November 10th, 1997 • Franchise Mortgage Acceptance Co • Mortgage bankers & loan correspondents • Delaware
COMMON STOCKUnderwriting Agreement • August 27th, 1997 • Franchise Mortgage Acceptance Co • New York
Exhibit 10.5(c) GUARANTY AGREEMENT ------------------ THIS GUARANTY AGREEMENT is dated as of March 22, 1996 by and between IMPERIAL CREDIT INDUSTRIES, INC., a California corporation, (the "GUARANTOR"), and FAWN ASSOCIATES LIMITED PARTNERSHIP, a...Guaranty Agreement • August 27th, 1997 • Franchise Mortgage Acceptance Co
EXHIBIT 10.4(b) OFFICE LEASE ------------ CENTURY PLAZA TOWERS -------------------- DELTA TOWERS JOINT VENTURE, a California General Partnership, as Landlord,Office Lease • August 27th, 1997 • Franchise Mortgage Acceptance Co • California
DATED AS OF OCTOBER 10, 1996 BETWEEN: CS FIRST BOSTON MORTGAGE CAPITAL CORP. ("Buyer")Custodial Agreement • August 27th, 1997 • Franchise Mortgage Acceptance Co • New York
AMENDMENT to the AGREEMENT AND PLAN OF REORGANIZATION by and between BAY VIEW CAPITAL CORPORATION and FRANCHISE MORTGAGE ACCEPTANCE COMPANYAgreement and Plan • August 27th, 1999 • Franchise Mortgage Acceptance Co • Mortgage bankers & loan correspondents
FRANCHISE MORTGAGE ACCEPTANCE COMPANY LLC AS BORROWER AND MORGAN STANLEY ASSET FUNDING INC. AS LENDERMaster Loan and Security Agreement • November 10th, 1997 • Franchise Mortgage Acceptance Co • Mortgage bankers & loan correspondents • New York
RECITALSCredit Agreement • August 27th, 1997 • Franchise Mortgage Acceptance Co • California
TAX AGREEMENTTax Agreement • November 10th, 1997 • Franchise Mortgage Acceptance Co • Mortgage bankers & loan correspondents • California
EXHIBIT 10.3 SERVICES AGREEMENT This SERVICES AGREEMENT (this "Agreement") entered into on , , 1997, is made effective as of the effective date of the initial public offering of Common Stock on Registration Statement Form S-1 (the "Effective Date") of...Exhibit 10 • August 27th, 1997 • Franchise Mortgage Acceptance Co • California
by and among CS FIRST BOSTON MORTGAGE CAPITAL CORP., BuyerMaster Escrow Agreement • August 27th, 1997 • Franchise Mortgage Acceptance Co • New York
among FRANCHISE MORTGAGE ACCEPTANCE COMPANY, L.L.C., as Seller, IMPERIAL CREDIT INDUSTRIES, INC., as Guarantor, CERTAIN FINANCIAL INSTITUTIONS, as Participants and BANCO SANTANDER, NEW YORK BRANCH as AgentMaster Participation Agreement • August 27th, 1997 • Franchise Mortgage Acceptance Co • New York
ARTICLE 1 DEFINITIONSAsset Purchase Agreement • April 13th, 1998 • Franchise Mortgage Acceptance Co • Mortgage bankers & loan correspondents • California
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...Franchise Mortgage Acceptance Co • March 12th, 1999 • 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
FRANCHISE MORTGAGE ACCEPTANCE COMPANY LLCMaster Loan Sale Agreement • August 27th, 1997 • Franchise Mortgage Acceptance Co • California
Exhibit 10.6(a) [LETTERHEAD OF CS FIRST BOSTON APPEARS HERE] August 19, 1996 Mr. Wayne L. Knyal Franchise Mortgage Acceptance Company LLC Five Greenwich Office Park Greenwich, CT 06830 RE: $200 Million Repurchase Facility Ladies and Gentlemen: This...Franchise Mortgage Acceptance Co • August 27th, 1997
Exhibit 10.6(d) FIRST AMENDMENT TO REPURCHASE AGREEMENT AND CUSTODIAL AGREEMENT This First Amendment to Repurchase Agreement and Custodial Agreement ("Amendment"), dated as of May 1, 1997, is entered into between Franchise Mortgage Acceptance Company...Repurchase Agreement and Custodial Agreement • August 27th, 1997 • Franchise Mortgage Acceptance Co • New York
EXHIBIT 2 -------------------------------------------------- AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and between BAY VIEW CAPITAL CORPORATION and FRANCHISE MORTGAGE ACCEPTANCE COMPANY --------------------------------------------------...Agreement and Plan of Merger and Reorganization • March 12th, 1999 • Franchise Mortgage Acceptance Co • Mortgage bankers & loan correspondents • Delaware
EMPLOYMENT AND NON-COMPETITION AGREEMENT ----------------------------------------Employment and Non-Competition Agreement • November 10th, 1997 • Franchise Mortgage Acceptance Co • Mortgage bankers & loan correspondents • California
