AMENDMENT NO. 1 TO LOAN AGREEMENT
Amendment No. 1 (this "Amendment"), dated as of February 11, 1999, to
the Loan Agreement (the "Loan 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"). Capitalized terms used in this Amendment without
definition shall have the meaning assigned thereto in the Loan Agreement.
RECITALS
A. The Borrower and the Lenders have entered into the Loan Agreement,
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 Loan Agreement (the "Initial Loans"), which Initial Loans are
evidenced by the Initial Notes (as defined herein) and entitled to the benefit
of certain guarantees and security provided under certain of the other Loan
Documents.
B. 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").
C. The Lenders and the Borrower desire to enter into this Amendment,
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 herein) and
entitled to the benefit of certain guarantees and security provided under
certain of the other Loan Documents.
The Borrower and the Lenders hereby agree to amend the Loan Agreement
as follows:
1. Amendment to Section 1.1. (i) Section 1.1 is hereby amended by
deleting therefrom each of the defined terms set forth below and replacing it in
its entirety with its corresponding defined terms as follows:
"Aggregate Commitment Amount" shall mean $38,000,000.
"BankBoston Forbearance Agreement" means the Forbearance and
Intercreditor Agreement, dated as of October 12, 1998, among the Borrower,
the Lenders and BankBoston, N.A., as the same may from time to time be
further amended, modified or supplemented.
"Commitment Period" shall mean the period beginning on the Closing
Date and ending on the first to occur of (i) the consummation of the Merger
and (ii) the termination of the Standstill Period.
"Intercreditor Agreements" shall mean the separate Intercreditor
Agreements, dated as of October 12, 1998, among the Borrower, the Lenders
and each of the Existing Creditors, as the same may from time to time be
further amended, modified or supplemented.
"Note" shall mean any Initial Note or any Interim Note.
(ii) Section 1.1 is further amended by adding the following definitions
thereto in alphabetical order:
"Initial Loan" has the meaning given in the recitals to Amendment No.
1 hereto.
"Interim Loan" has the meaning given in the recitals to Amendment No.
1 hereto
"Initial Note" shall mean any promissory note of the Borrower in the
form of Exhibit A hereto, evidencing any Initial Loan, as the same may from
time to time be amended, modified or supplemented.
"Interim Note" shall mean any promissory note of the Borrower in the
form of Exhibit 1 to Amendment No. 1 hereto, evidencing an Interim Loan, as
the same may from time to time be amended, modified or supplemented.
"Merger" has the meaning set forth in the recitals to Amendment No. 1
hereto.
"Standstill Period" means the Standstill Period as defined in any
Intercreditor Agreement or the BankBoston Forbearance Agreement.
2. Amendment to Section 2.2. Section 2.2 is hereby amended by deleting it
in its entirety and replacing it with the following:
SECTION 2.2 The Notes; Repayment of Principal. The obligation of the
Borrower to repay the unpaid principal amount of the Loans shall be
evidenced by the Notes, payable to the Lenders and their registered
assigns, duly executed and delivered by the Borrower to the Lenders and
bearing interest, maturing and subject to optional and mandatory prepayment
as provided herein. The Initial Loans, together with all accrued interest
thereon, matured and became due and payable on January 10, 1999. The
Interim Loans, together with all accrued interest thereon, are due and
payable on demand, subject to Section 2.5 and 2.6 hereof.
3. Governing Law. This Amendment 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.
4. Full Force and Effect. Except as expressly provided in this
Amendment, the Loan Agreement shall continue in full force and effect in
accordance with the provisions thereof.
5. Counterparts. This Amendment 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 Amendment as of
the date first above written.
IMC MORTGAGE COMPANY
By /s/
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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/
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Name:
Title: Managing Member
