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Page 13 of 30 Pages
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Exhibit 3
October 15, 1997
Friedman, Billings, ▇▇▇▇▇▇ & Co. Inc.
▇▇▇▇▇▇▇▇▇ & Company, Inc.
as Representatives of the several Underwriters
c/o Friedman, Billings, ▇▇▇▇▇▇ & Co., Inc.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Re: Lock-Up Agreement
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Ladies and Gentlemen:
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.
In order to induce you and the other Underwriters to enter into the
Underwriting Agreement, the undersigned agrees to not, for a period of 120 days
from the date that the Registration Statement is declared effective by the
Commission, offer to sell, contract to sell, or otherwise sell, dispose of,
loan, or grant any rights with respect to (collectively, a "Disposition") any
shares of Common Stock, any options or warrants to purchase any shares of Common
Stock or any securities convertible into, exercisable for or exchangeable for
shares of Common Stock (collectively, "Securities") now owned or hereafter
acquired directly by such person or any affiliate or with respect to which such
person has or hereafter acquires the power of Disposition, otherwise than (i) as
a bona fide gift or gifts, provided the donee or donees thereof agree in writing
to be bound by this restriction, (ii) with respect to up to 85% of such
Securities in connection with pledges to secure obligations for borrowed money,
or (iii) with the prior written consent of Friedman, Billings, ▇▇▇▇▇▇ & Co.,
Inc.
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Page 14 of 30 Pages
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Friedman, Billings, ▇▇▇▇▇▇ & Co, Inc.
October 15, 1997
Page 2
If for any reason the Underwriting Agreement shall be terminated prior to
the Closing Time, the agreement set forth above shall likewise be terminated.
Very truly yours
/s/ H. ▇▇▇▇▇ ▇▇▇▇▇▇▇
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H. ▇▇▇▇▇ ▇▇▇▇▇▇▇
