EXHIBIT 10.73
Xxxxx 00, 0000
XXX Mortgage Company
0000 X. Xxxxxx Xxxxxx
Xxxxx, Xxxxxxx 00000
Amended and Restated Loan Agreement
Ladies and Gentlemen:
Reference is made to the Acquisition Agreement, dated as of
February 19, 1999, among Greenwich Street Capital Partners II, L.P., a Delaware
limited partnership ("GSCP"), Greenwich Fund, L.P., a Delaware limited
partnership, GSCP Offshore Fund, L.P., a Cayman Islands exempted limited
partnership, Greenwich Street Employees Fund, L.P., a Delaware limited
partnership, and TRV Executive Fund, L.P., a Delaware limited partnership
(collectively, together with GSCP, the "GSCP Funds") and IMC Mortgage Company, a
Florida corporation ("IMC"), pursuant to which GSCP and its affiliates would (i)
transfer and deliver to IMC for cancellation the 23,760.758 shares of Class C
Exchangeable Preferred Stock, par value $.01 per share, of IMC held by the GSCP
Funds, and (ii) enter into an amendment and restatement of the loan agreement
and fund $35 million of additional advances thereunder, in consideration of
which IMC agreed to issue and deliver to the GSCP Funds, common stock, par value
$0.001 per share, of IMC (the "Common Stock") representing approximately 93.5%
of the Common Stock outstanding after such issuance (the "Acquisition").
Each of the GSCP Funds hereby agrees, simultaneously with
consummation of the Acquisition, to (i) enter into the Amended and Restated Loan
Agreement in the form attached hereto as Exhibit A (the "Loan Agreement") and
(ii) fund the Additional Advances (as defined in the Loan Agreement), on the
terms and subject to the conditions set forth in the Loan Agreement.
This Letter Agreement may not be assigned or otherwise
transferred to any other person without the prior written consent of the
undersigned. The terms of this Letter Agreement may not be modified or otherwise
amended, or waived, except pursuant to a written agreement signed by IMC and the
undersigned. This Letter Agreement shall be governed by and construed in
accordance with the internal laws of the State of New York. This Letter
Agreement may be executed in any number of counterparts, each of which shall be
an original, but all of which shall constitute one instrument.
Very truly yours,
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:_________________________________
Name:
Title: Managing Member
Agreed to as of the date first above written.
IMC MORTGAGE COMPANY
By:____________________________
Name:
Title:
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