AMENDMENT AGREEMENT NO. 1
Amendment Agreement No. 1 (this "Agreement"), dated as of February 11,
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, the "Subject Agreements"), among the Borrower, the Lenders and the
Collateral Agent.
RECITALS
A. The Borrower entered into a Loan Agreement, dated as of October 1
(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 agreed to enter into each of the Subject
Agreements to which they are party.
C. The Borrower is contemplating entering into an Agreement and Plan of
Merger (the "Merger Agreement"), by and among GSCP, the Borrower, IMC 1999
Acquisition Co., Inc., a Delaware corporation and a wholly owned subsidiary of
GSCP and its affiliates ("Acquisition"), pursuant to which Acquisition would be
merged with
and into the Borrower and GSCP and its affiliates would be issued common stock
of the surviving corporation representing approximately 93.5% of the outstanding
common stock of the surviving corporation (the "Merger").
D. The Lenders and the Borrower desire to enter into Amendment No.1
(the "Amendment") to the Initial Loan Agreement (as so amended, and as the same
may be modified, supplemented or restated from time to time, the "Loan
Agreement"), providing for the Lenders to extend to the Borrower additional
Commitments to loan in the aggregate an additional $5,000,000 (the "Interim
Loans"), which Interim Loans are to be evidenced by the Interim Notes (as
defined in the Amendment) and entitled to the benefit of certain guarantees and
security provided under certain of the other Loan Documents (as defined in the
Loan Agreement").
The Borrower, the Subsidiary Guarantors, the Subsidiary Grantors, the
Collateral Agent, and the Lenders hereby agree to amend the Subject Agreements
as follows:
1. Amendment to the Subject Agreements. Each reference in the Subject
Agreements to the Loan Agreement, the Loans and the Notes shall refer to such
terms as defined in the Loan Agreement as amended by the Amendment.
2. 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.
3. 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.
4. 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.
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/
--------------------------
Name:
Title:
GREENWICH STREET CAPITAL PARTNERS II, L.P.
GSCP OFFSHORE FUND, L.P.
GREENWICH FUND, L.P.
By: GREENWICH STREET
INVESTMENTS II, L.L.C.,
their General Partner
By: /s/
--------------------------
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:
