AMENDMENT AGREEMENT NO. 2
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Amendment Agreement No. 2 (this "Agreement"), dated as of April
19, 1999, amending each of (i) the Borrower Security Agreement (the "Borrower
Security Agreement"), dated as of October 12, 1998, among IMC MORTGAGE COMPANY,
a Delaware corporation (the "Borrower"), and GREENWICH STREET CAPITAL PARTNERS
II, L.P., a Delaware limited partnership ("GSCP"), GREENWICH FUND, L.P., a
Delaware limited partnership, and GSCP OFFSHORE FUND, L.P., a Cayman Islands
exempted limited partnership, (each, a "Lender", and collectively, the
"Lenders"), and GSCP, as Collateral Agent (the "Collateral Agent"); (ii) the
Subsidiary Security Agreement, dated as of October 12, 1998 (the "Subsidiary
Security Agreement"), among the undersigned subsidiaries of the Borrower party
thereto (the "Subsidiary Grantors"), the Lenders and the Collateral Agent; (iii)
the Guarantee Agreement, dated as of October 12, 1998 (the "Guarantee
Agreement"), among the undersigned subsidiaries of the Borrower party thereto
(the "Subsidiary Guarantors") and the Lenders; and (iv) the Pledge Agreement,
dated as of October 12, 1998 (the "Pledge Agreement", and, collectively with the
Borrower Security Agreement, the Subsidiary Security Agreement and the Guarantee
Agreement, as each such agreement is amended by Amendment Agreement No. 1, dated
as of February 11, 1999 ("Amendment Agreement No. 1") thereto, the "Subject
Agreements"), among the Borrower, the Lenders and the Collateral Agent.
RECITALS
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A. The Borrower has entered into a Loan Agreement, dated as of
October 1 1998 (the "Initial Loan Agreement"), among the Borrower and the
Lenders, pursuant to which the Lenders have agreed to extend to the Borrower
Commitments to loan, in the aggregate, $33,000,000, subject to the terms and
conditions set forth in the Initial Loan Agreement (the "Initial Loans").
B. In order to induce the Lenders to enter into the Initial Loan
Agreement and to extend the Initial Loans, the Borrower, the Subsidiary Grantors
and the Subsidiary Guarantors entered into each of the Subject Agreements to
which they are party.
C. The Lenders and the Borrower have also entered into (i)
Amendment No.1 (the "Amendment") to the Initial Loan Agreement, dated as of
February 11, 1999, providing for the Lenders to extend to the Borrower
additional commitments to loan in the aggregate an additional $5,000,000 (the
"Interim Loans"), and, together with the Subsidiary Guarantors, (ii) Amendment
Agreement No. 1, amending each of the Subject Agreements in connection with the
Amendment.
D. The Borrower, the Lenders, Greenwich Street Employees Fund,
L.P. ("GSEF"), and TRV Executive Fund, L.P. (together with GSEF, the "New GSCP
Funds", and, collectively with the Lenders, the "GSCP Funds") have entered into
an Acquisition Agreement, dated as of February 19, 1999 (the "Acquisition
Agreement"), pursuant to which the Borrower will issue and deliver to the GSCP
Funds common stock representing approximately 93.5% of the common stock of the
Borrower outstanding after such issuance and the New GSCP Funds have succeeded
by assignment to interests of the Lenders in the Initial Loans and the Interim
Loans.
E. At the Borrower's request, the GSCP Funds may make additional
loans to the Borrower from time to time (the "New Interim Loans"), which New
Interim Loans are to be evidenced by secured promissory notes of the Borrower in
the form attached hereto as Exhibit A (the "New Interim Notes") and to be
entitled to the benefit of the guarantees and security provided under the
Subject Documents.
The Borrower, the Subsidiary Guarantors, the Subsidiary Grantors,
the Collateral Agent, and the GSCP Funds hereby agree to further amend the
Subject Agreements as follows:
1. New GSCP Funds as Secured Parties. The definitions of the
terms "Lender" and "Lenders" under each of the Borrower Security Agreement, the
Subsidiary Security Agreement and the Guarantee Agreement and the term
"Pledgees" under the Pledge Agreement are hereby amended to add the New GSCP
Funds as additional Lenders and Pledgees within the meaning of such terms and
each of the New GSCP Funds assumes and agrees to be bound by each Subject
Agreement.
2. Amendment to Borrower Security Agreement. Section 1 of the
Borrower Security Agreement is hereby amended by deleting therefrom the defined
term "Secured Obligations" and replacing it in its entirety with the following:
"Secured Obligations" means (i) the full and prompt
payment of the principal of and premium (including, without limitation,
Take-Out Premium) and interest on the Loans and the loans evidenced by
the New Interim Notes (as defined in Amendment Agreement No. 2 hereto)
(including, without limitation, interest accruing after the date of any
filing by the Company of any petition in bankruptcy or the commencement
of any bankruptcy, insolvency or similar proceeding with respect to the
Company), as and when the same becomes due and payable in accordance
with the terms of the Loan Agreement or such New Interim Notes, as the
case may be, (ii) the payment of all other indebtedness and other
amounts payable by the Company under the Loan Agreement, the Notes, the
New Interim Notes, this Agreement (including, without limitation,
amounts due under Sections 10, 13 and 15 of this Agreement), and the
other Loan Documents
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(including, without limitation, interest accruing after the date of any
filing by the Company of any petition in bankruptcy or the commencement
of any bankruptcy, insolvency or similar proceeding with respect to the
Company), (iii) the due and punctual performance by the Company of and
compliance by the Company with all its obligations under the Loan
Agreement, the Notes, the New Interim Notes, this Agreement and all
other Loan Documents, and (iv) any renewals or extensions of any of the
foregoing.
3. Amendment to Subsidiary Security Agreement. Section 1 of the
Subsidiary Security Agreement is hereby amended by deleting therefrom the
defined term "Secured Obligations" and replacing it in its entirety with the
following:
"Secured Obligations" means (i) the full and prompt
payment of the principal of and premium (including, without limitation,
Take-Out Premium) and interest on the Loans and the loans evidenced by
the New Interim Notes (as defined in Amendment Agreement No. 2 hereto)
(including, without limitation, interest accruing after the date of any
filing by the Borrower or any Grantor of any petition in bankruptcy or
the commencement of any bankruptcy, insolvency or similar proceeding
with respect to the Borrower or any Grantor), as and when the same
becomes due and payable in accordance with the terms of the Loan
Agreement or such New Interim Notes, as the case may be, (ii) the
payment of all other indebtedness and other amounts payable by the
Borrower, or the Grantors under the Guarantee, the Loan Agreement, the
Notes, the New Interim Notes, this Agreement (including, without
limitation, amounts due under Sections 10, 13 and 15 of this Agreement),
and the other Loan Documents (including, without limitation, interest
accruing after the date of any filing by the Borrower or any Grantor of
any petition in bankruptcy or the commencement of any bankruptcy,
insolvency or similar proceeding with respect to the Borrower or any
Grantor), (iii) the due and punctual performance by the Borrower and the
Grantors of and compliance by such Persons with all their respective
obligations under the Guarantee, Loan Agreement, the Notes, the New
Interim Notes, this Agreement and all other Loan Documents, and (iv) any
renewals or extensions of any of the foregoing.
4. Amendment to Pledge Agreement. The Pledge Agreement is hereby
amended by deleting Section 1 therefrom and replacing it in its entirety with
the following:
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Section 1. Security for Obligations. This Agreement is
entered into to secure (a) the payment of the principal of and premium
and interest on the Loans and the loans evidenced by the New Interim
Notes (as defined in Amendment Agreement No. 2 hereto) (including,
without limitation, interest accruing after the date of any filing by
Pledgor of any petition in bankruptcy or the commencement of any
bankruptcy, insolvency or similar proceeding with respect to Pledgor) as
and when the same becomes due and payable in accordance with the terms
of the Loan Agreement or the New Interim Notes, as the case may be,
whether at maturity or by prepayment, acceleration, declaration of
default or otherwise, (b) the payment of all other indebtedness and
other amounts payable by the Pledgor under the Loan Agreement, the
Notes, the New Interim Notes, this Agreement and the other Loan
Documents, (c) the due and punctual performance by Pledgor of and
compliance by the Pledgor with all its obligations under the Loan
Agreement, the Notes, the New Interim Notes, this Agreement and all
other Loan Documents, and (d) all extensions and renewals of any of the
foregoing (all of the payment and performance obligations referred to in
this Section 1 being referred to collectively as the "Secured
Obligations").
5. Amendment to Security Agreements. Each of the Borrower
Security Agreement, the Subsidiary Security Agreement and the Pledge Agreement
are hereby amended by inserting in Section 1 thereof the following definition:
"Loan Documents" means (i) the Loan Agreement, (ii) the
Guarantee Agreement, (iii) the Notes, (iv) the New Interim Notes, (v)
the Security Agreements, (vi) the Pledge Agreement, (vii) the
Registration Rights Agreement, (viii) the Intercreditor Agreements and
(ix) any other agreement entered into pursuant to Section 5.9 of the
Loan Agreement or Section 4 hereof, in each case as the same may from
time to time be amended, modified or supplemented, and "Loan Document"
means any one of them.
6. Amendment to Guarantee Agreement. The Guarantee Agreement is
hereby amended by deleting Recital D therefrom and replacing it in its entirety
with the following:
D. In order to induce Lenders to enter into the Loan
Agreement and the New Interim Notes (as defined in Amendment Agreement
No. 2 hereto) and to extend to the Company the loans provided for
thereunder, and in consideration of the substantial benefits the
Guarantors expect to derive from the use of the proceeds of such loans,
each Guarantor is willing to enter into this Guarantee Agreement,
providing for the guarantee by such Guarantor, jointly and severally
with each other Guarantor, of the Company's obligations under the Loan
Agreement, the Note, the New Interim Notes, the Borrower Security
Agreement,
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the Pledge Agreement and the Registration Rights Agreement
(collectively, the "Principal Documents").
7. Further Amendments. If, upon the occurrence of the Acquisition
(as defined in the Acquisition Agreement), any amounts due under the New Interim
Notes are outstanding, the parties hereto undertake to amend the Amended and
Restated Loan Agreement attached as Exhibit A to the Commitment Letter, dated as
of March 31, 1999, from the GSCP Funds to the Borrower, as necessary in order to
preserve the rights of the GSCP Funds hereunder, under the Subject Documents and
under the New Interim Notes.
8. Expenses. The Borrower shall pay or reimburse the GSCP Funds
for all costs and expenses (including reasonable attorneys' fees) incurred in
preparing and enforcing this Agreement and the New Interim Notes and perfecting
the security interests granted hereby.
9. Governing Law. This Agreement shall be governed by the laws of
the State of New York (regardless of the laws that might otherwise govern under
applicable principles of conflicts of law) as to all matters, including, but not
limited to, matters of validity, construction, effect, performance and remedies.
10. Full Force and Effect. Except as expressly provided in this
Agreement, each of the Subject Agreements shall continue in full force and
effect in accordance with the provisions thereof.
11. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement
as of the date first above written.
IMC MORTGAGE COMPANY
IMC CORPORATION OF AMERICA
IMC CREDIT CARD, INC.
IMC MORTGAGE COMPANY CANADA, LTD.
AMERICAN HOME EQUITY CORPORATION
IMC INVESTMENT CORPORATION
IMC INVESTMENT LIMITED PARTNERSHIP
ACG FINANCIAL SERVICES (IMC), INC.
AMERICAN MORTGAGE REDUCTION, INC.
CENTRAL MONEY MORTGAGE CO. (IMC), INC.
COREWEST BANC
EQUITY MORTGAGE CO. (IMC), INC.
IMCC INTERNATIONAL, INC.
MORTGAGE AMERICA (IMC), INC.
NATIONAL LENDING CENTER, INC.
NATIONAL LENDING CENTER TILT, INC.
NATIONAL LENDING GROUP, INC.
RESIDENTIAL MORTGAGE CORPORATION (IMC), INC.
By /s/
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Name:
Title:
GREENWICH STREET CAPITAL PARTNERS II, L.P.
GSCP OFFSHORE FUND, L.P.
GREENWICH FUND, L.P.
GREENWICH STREET EMPLOYEES FUND, L.P.
TRV EXECUTIVE FUND, L.P.
By: GREENWICH STREET
INVESTMENTS II, L.L.C.,
their General Partner
By: /s/
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Name:
Title:
GREENWICH STREET CAPITAL PARTNERS II, L.P.,
as Collateral Agent
By: GREENWICH STREET
INVESTMENTS II, L.L.C.,
its General Partner
By: /s/
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Name:
Title:
