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
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
RECITALSStock Option 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
RECITALSTermination Agreement • April 15th, 1998 • Imperial Credit Industries Inc • Mortgage bankers & loan correspondents • California
EXHIBIT 5 PROMISORY NOTE SECURED BY ------------------------- STOCK PLEDGE AND DEED OF TRUST ------------------------------Promissory Note • November 3rd, 1997 • Imperial Credit Industries Inc • Mortgage bankers & loan correspondents
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
EXHIBIT 10.34 SERVICING AGREEMENTServicing 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
RECITALSAsset Purchase Agreement • March 30th, 2000 • Imperial Credit Industries Inc • Mortgage bankers & loan correspondents • California
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...Lock-Up Agreement • November 3rd, 1997 • Imperial Credit Industries Inc • 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.
WITNESSETH:Registration Rights Agreement • September 24th, 2001 • Imperial Credit Industries Inc • Mortgage bankers & loan correspondents • California
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 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...Promissory Note • April 15th, 1998 • Imperial Credit Industries Inc • Mortgage bankers & loan correspondents • California
Article I Warrant CertificatesWarrant Agreement • April 11th, 2001 • Imperial Credit Industries Inc • Mortgage bankers & loan correspondents • California
IMPERIAL CREDIT INDUSTRIES, INC. 12% SENIOR SECURED NOTES DUE 2005Indenture • May 10th, 2001 • Imperial Credit Industries Inc • 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
AMONGAsset Purchase Agreement • December 30th, 1996 • Imperial Credit Industries Inc • 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
AMENDMENT TO EMPLOYMENT AND NON-COMPETITION AGREEMENTEmployment and Non-Competition Agreement • March 30th, 2000 • Imperial Credit Industries Inc • Mortgage bankers & loan correspondents
WITNESSETH:Employment Agreement • April 15th, 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
andRights Agent Agreement • October 5th, 1998 • Imperial Credit Industries Inc • Mortgage bankers & loan correspondents • California
EXHIBIT 10.27 PROMISSORY NOTE SECURED BY -------------------------- STOCK PLEDGE AND DEED OF TRUST ------------------------------Promissory Note • April 15th, 1998 • Imperial Credit Industries Inc • Mortgage bankers & loan correspondents • California
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,...Promissory Note • November 3rd, 1997 • Imperial Credit Industries Inc • Mortgage bankers & loan correspondents
BETWEENRegistration Rights Agreement • April 15th, 1998 • Imperial Credit Industries Inc • Mortgage bankers & loan correspondents • California
R E C I T A L S ---------------Senior Management Stock Option Agreement • October 31st, 1996 • 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 -------...Collateral Agency and Security Agreement • April 16th, 2002 • Imperial Credit Industries Inc • Mortgage bankers & loan correspondents
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...Senior Secured Note • April 16th, 2002 • Imperial Credit Industries Inc • Mortgage bankers & loan correspondents • California
R E C I T A L S ---------------Standstill, Forbearance and Amendment Agreement • April 16th, 2002 • 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
EXHIBIT AExchange Notes Registration Rights Agreement • April 16th, 2002 • Imperial Credit Industries Inc • Mortgage bankers & loan correspondents • California
WITNESSETH:Employment Agreement • April 15th, 1998 • Imperial Credit Industries Inc • Mortgage bankers & loan correspondents • California
AGREEMENT ---------Master Recapitalization Agreement • August 30th, 2001 • Imperial Credit Industries Inc • Mortgage bankers & loan correspondents
EXHIBIT 10.41 EMPLOYMENT SEVERANCE AGREEMENT, SETTLEMENT AGREEMENT AND GENERAL RELEASE ---------------------------------------- This Employment Severance Agreement, Settlement Agreement, and General Release ("Agreement") is made and entered into by...Severance Agreement • March 30th, 2000 • Imperial Credit Industries Inc • Mortgage bankers & loan correspondents
