-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EtjVQNXkjCnDdz30dEyQ8P1kdfGtG8UfBWglXgRgOxXi/uP4U6DxecDOcIGFlXZr fC1c+CnZhNCn75aOm/LwEw== 0000944209-97-001447.txt : 19971104 0000944209-97-001447.hdr.sgml : 19971104 ACCESSION NUMBER: 0000944209-97-001447 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 19971103 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IMPERIAL CREDIT COMMERCIAL MORTGAGE INVESTMENT CORP CENTRAL INDEX KEY: 0001042824 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 954648345 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-51805 FILM NUMBER: 97706343 BUSINESS ADDRESS: STREET 1: C/O SONNENSCHEIN NATH & ROSENTHAL STREET 2: 601 FIGUEROA ST STE 1500 CITY: LOS ANGELES STATE: CA ZIP: 90017 BUSINESS PHONE: 2136239300 MAIL ADDRESS: STREET 1: C/O SONNENSCHEIN NATH & ROSENTHAL STREET 2: 601 FIGUEROA STREET SUITE 1500 CITY: LOS ANGELES STATE: CA ZIP: 90017 FORMER COMPANY: FORMER CONFORMED NAME: IMPERIAL CREDIT MORTGAGE INVESTMENT CORP DATE OF NAME CHANGE: 19970723 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: IMPERIAL CREDIT INDUSTRIES INC CENTRAL INDEX KEY: 0000883811 STANDARD INDUSTRIAL CLASSIFICATION: MORTGAGE BANKERS & LOAN CORRESPONDENTS [6162] IRS NUMBER: 954054791 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 23550 HAWTHORNE BLVD STREET 2: STE 110 CITY: TORRANCE STATE: CA ZIP: 90505 BUSINESS PHONE: 7145560122 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Imperial Credit Commercial Mortgage Investment Corp. ---------------------------------------------------- (Name of Issuer) Common Stock, par value $.0001 per share ---------------------------------------- (Title of Class of Securities) 45272T 10 2 --------------------------- (CUSIP Number) Irwin L. Gubman, Esq. General Counsel Imperial Credit Industries, Inc. 23550 Hawthorne Blvd. Bldg. #1, Suite 240 Torrance, CA 90505 (310) 373-1704 --------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 22, 1997 -------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13-d-1(b)(3) or (4), check the following box [ ] The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. (Continued on following page) Page 1 of 30 Pages Exhibit Index on page 10 - ----------------------- --------------------- CUSIP No. 45272T 10 2 SCHEDULE 13D Page 2 of 30 Pages - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON IMPERIAL CREDIT INDUSTRIES, INC. - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4 WC, PF, OO - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO 5 ITEMS 2(d) or 2(e) [_] - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 CALIFORNIA - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 2,970,000 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 0 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 2,970,000 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 0 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 2,970,000 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 8.6% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 CO - ------------------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. - ----------------------- --------------------- CUSIP No. 45272T 10 2 13D Page 3 of 30 Pages - ----------------------- --------------------- ITEM 1. SECURITY AND ISSUER This statement relates to the common stock, par value $.0001 per share (the "Common Stock"), of Imperial Credit Commercial Mortgage Investment Corp., a Maryland corporation (the "Company"). The Company's principal executive offices are located at 11601 Wilshire Blvd., Suite 2080, Los Angeles, CA 90025. ITEM 2. IDENTITY AND BACKGROUND This statement is filed by Imperial Credit Industries, Inc., a California corporation ("Imperial Credit"). Imperial Credit is a diversified financial services company that, together with its affiliates, is primarily engaged in the origination, acquisition, management, securitization and resolution of various types of loans and leases, and in diverse mortgage lending activities. The activities of Imperial Credit are primarily conducted through its numerous subsidiaries and other entities in which it holds a significant interest. The address of the principal business and principal office of Imperial Credit is 23550 Hawthorne Blvd., Bldg. #1, Suite 110, Torrance, CA 90505. Information responsive to Items 2(a), 2(b), 2(c) and 2(f) of Schedule 13D in respect of each of the directors and executive officers of Imperial Credit is set forth in Annex I to this Schedule 13D and is incorporated herein by reference. During the last five years, neither Imperial Credit nor, to its knowledge, any of its directors or executive officers (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION On October 22, 1997, Imperial Credit purchased 2,970,000 shares (the "Shares") of Common Stock from the Company at a cost of $13.95 per share, or an aggregate of $41,431,500, in connection with the Company's initial public offering (the "Offering") of Common Stock pursuant to a Registration Statement on Form S-11 (File No. 333-32683), as amended (the "Initial Registration Statement") and a Registration Statement on Form S-11 filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (together with the Initial Registration Statement, the "Registration Statement"). All funds used to make such purchase were obtained from the working capital of Imperial Credit. On October 22, 1997, certain directors and executive officers of Imperial Credit purchased shares of Common Stock from the Company in connection with the Offering at a price of $13.95 per share. The aggregate number and cost of shares purchased by each such director and executive officer are set forth in Annex I to this Schedule 13D and are - ----------------------- --------------------- CUSIP No. 45272T 10 2 SCHEDULE 13D Page 4 of 30 Pages - ----------------------- --------------------- incorporated herein by reference. All funds used by each such director and executive officer, other than H. Wayne Snavely and Kevin E. Villani, to make such purchases were obtained from the personal funds of such director or executive officer. Each of H. Wayne Snavely and Kevin E. Villani borrowed the funds used to make such purchases from Imperial Credit. Each of the loans bears interest at 10.4% per annum, payable semiannually, and is secured by the shares of Common Stock purchased and certain real estate. Each of the loans has a term of five years but may be prepaid at any time without penalty. Item 4. Purpose of Transaction In connection with the Offering, the underwriters reserved shares of Common Stock for purchase by Imperial Credit and certain directors, officers and employees of Imperial Credit, the Company, and Imperial Credit Commercial Asset Management Corporation, the manager of the Company and a wholly owned subsidiary of Imperial Credit (the "Manager"), and members of their respective immediate families to provide such parties with an opportunity to acquire an ownership interest in the Company. Imperial Credit and certain of its directors and officers purchased shares of Common Stock for the purpose of acquiring an equity investment in the Company. On October 16, 1997 (the "Pricing Date"), the Company granted the Manager options (the "Options") to purchase 1,677,500 shares of Common Stock at an exercise price of $15.00 per share pursuant to the Imperial Credit Commercial Mortgage Investment Corp. 1997 Stock Option Plan. The Options granted to the Manager are exercisable in equal installments on each of the first three anniversaries of the date on which they were granted. Imperial Credit and its directors and executive officers may purchase additional shares of Common Stock, from time to time, either in brokerage transactions, in the over-the-counter market or in privately-negotiated transactions. Any decision to increase their respective holdings of Common Stock will depend on various factors, including, but not limited to, the price of the shares of Common Stock, the terms and conditions of the transaction and prevailing market conditions. Imperial Credit and its directors and executive officers also may, subject to the transfer restrictions contained in the lock-up agreements discussed in item 6 below, dispose of some or all of their shares of Common Stock depending on similar considerations. Except as set forth in this Item 4, neither Imperial Credit, nor to its knowledge, any of its directors or executive officers has any present plans or proposals that relate to or that could result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer (a) As of the date hereof, Imperial Credit beneficially owned 2,970,000 shares of Common Stock, or approximately 8.6% of the shares of Common Stock outstanding. The number and percentage of Common Stock beneficially owed by each executive officer and - ----------------------- --------------------- CUSIP No. 45272T 10 2 SCHEDULE 13D Page 5 of 30 Pages - ----------------------- --------------------- director of Imperial Credit are set forth on Annex I to this Schedule 13D and are incorporated herein by reference. By virtue of their collective authority as members of the Board of Directors of Imperial Credit, the directors of Imperial Credit may be deemed to share the power to direct the vote, and to direct the disposition, of the Shares held by Imperial Credit. Any such indirect beneficial ownership is hereby disclaimed. The percentages used in this paragraph 5(a) are calculated based upon 34,500,000 shares of Common Stock outstanding immediately after the Offering (including 4,500,000 shares of Common Stock issued upon exercise of the underwriters' overallotment option), as set forth on page 110 under the caption "Capitalization" of the Prospectus dated October 16, 1997 (the "Prospectus") contained in the Registration Statement. (b) Imperial Credit has sole voting power and sole investment power with respect to 2,970,000 shares of Common Stock. Each director and executive officer of Imperial Credit has sole voting power and sole investment power with respect to the shares of Common Stock beneficially owned by such director or executive officer as set forth on Annex I to this Schedule 13D and incorporated herein by reference. By virtue of their collective authority as members of the Board of Directors of Imperial Credit, the directors of Imperial Credit may be deemed to share the power to direct the vote and to direct the disposition, of the Shares held by Imperial Credit. Any such indirect beneficial ownership is hereby disclaimed. (c) The responses to Items 3 and 4 of this statement are incorporated herein by reference. Except as set forth in Items 3 and 4 above, neither Imperial Credit, nor to its knowledge, any of its directors or executive officers has effected any transactions in the Common Stock during the preceding 60 days. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer Imperial Credit has agreed not to offer, sell, contract to sell or otherwise dispose of, loan or grant any rights with respect to, 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, for a period equal to the lesser of (i) the two years ended October 15, 1999 or (ii) the period ending on the date which the Management Agreement dated OCtober 22, 1997 between the Company and Manager is terminated, without the prior written consent of Friedman, Billings, Ramsey & Co., Inc. H. Wayne Snavely and Kevin E. Villani have agreed, except in certain circumstances, not to offer, sell, contract to sell or otherwise dispose of, loan or grant any rights with respect to, 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 for a period of 120 days from the date of the Prospectus, without the prior written consent of Friedman, Billings, Ramsey & Co., Inc. - ----------------------- --------------------- CUSIP No. 45272T 10 2 SCHEDULE 13D Page 6 of 30 Pages - ----------------------- --------------------- The portions of item 3 regarding the borrowing of funds from Imperial Credit by H.Wayne Snavely and Kevin E. Villani to purchase shares of Common Stock, and the pledge of such shares as security for such borrowings, are hereby incorporated herein by reference. The portions of item 4 regarding grants of options pursuant to the Option Plan are incorporated herein by reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS 1. Imperial Credit Commercial Mortgage Investment Corp. 1997 Stock Option Plan, filed with the Commission as Exhibit 10.2 to the Registration Statement, is incorporated herein by reference. 2. Lock-Up Agreement dated as of October 22, 1997 among Imperial Credit and Friedman, Billings, Ramsey & Co., Inc., and Jefferies & Company, Inc., as representatives of the several underwriters in the Offering. 3. Lock-Up Agreement dated as of October 15, 1997 between H. Wayne Snavely and Friedman, Billings, Ramsey & Co., Inc. 4. Lock-Up Agreement dated as of October 15, 1997 between Kevin E. Villani and Friedman, Billings, Ramsey & Co., Inc. 5. Promissory Note Secured By Stock Pledge and Deed of Trust dated as of October 21, 1997 between Imperial Credit Industries, Inc. and H. Wayne Snavely. 6. Security Agreement dated as of October 21, 1997 between Imperial Credit Indsutries, Inc. and H. Wayne Snavely. 7. Promissory Note Secured By Stock Pledge and Deed of Trust dated as of October 21, 1997 between Imperial Credit Industries, Inc. and Kevin E. Villani. 8. Security Agreement dated as of October 21, 1997 between Imperial Credit Industries, Inc. and Kevin E. Villani. - ----------------------- --------------------- CUSIP No. 45272T 10 2 SCHEDULE 13D Page 7 of 30 Pages - ----------------------- --------------------- SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I hereby certify that the information set forth in this statement is true, complete and correct. Dated: October 31, 1997 IMPERIAL CREDIT INDUSTRIES, INC. By: /s/ Irwin L. Gubman ------------------------------ Name: Irwin L. Gubman ---------------------------- Title: General Counsel ---------------------------- - --------------------- ------------------ CUSIP No. 45272T 10 2 13D Page 8 of 30 Pages - --------------------- ------------------ Annex I Set forth below are the name, business address and present principal occupation of each of the directors and executive officers of Imperial Credit. Except as otherwise noted, each such person is a citizen of the United States and the business address of each such person is c/o Imperial Credit Industries, Inc., 23550 Hawthorne Blvd., Bldg. #1, Suite 110, Torrance, CA 90505.
Present Principal Shares Beneficially Occupation, Citizenship and Number of Cost of Owned Business Address (if other Shares Shares Name than as indicated above) Purchased Purchased Number % - ---- ----------------------- --------- ---------- ------ -- Directors --------- G. Louis Graziadio, III Chairman of the Board and 50,000/1/ $697,500 50,000 * Chief Executive Officer Ginarra Holdings, Inc. (company engaged in various investment activities) 2325 P.V. Drive West Suite 211 Palos Verdes, CA 90274 James Clayburn LaForce, Jr. Retired Dean of the 0 0 0 0 Anderson School at UCLA 15835 Pauma Valley Country Club Pauma Valley, CA 92061 Perry A. Lerner Principal 2,000 $27,900 2,000 * Crown Capital Group, Inc. (investment firm) 6660 Madison Avenue 15th Floor New York, NY 10021 Robert S. Muehlenbeck Executive Vice President 0 0 0 0 Imperial Bank 9920 La Cienega Boulevard 14th Floor Inglewood, CA 90301 Stephen J. Shugerman President 5,000 $69,750 5,000 * Southern Pacific Bank 12300 Wilshire Boulevard 2nd Floor Los Angeles, CA 90025
- ----------------------- --------------------- CUSIP No. 45272T 10 2 SCHEDULE 13D Page 9 of 30 Pages - ----------------------- ---------------------
Present Principal Shares Beneficially Occupation, Citizenship and Number of Cost of Owned Business Address (if other Shares Shares Name than as indicated above) Purchased Purchased Number % - ---- ----------------------- --------- --------- ------ --- Joseph R. Tomkinson Vice President of the Board 0 0 0 0 and Chief Executive Officer Imperial Credit Mortgage Holdings, Inc. 20371 Irvine Avenue Bldg. A Santa Ana Heights, CA 92707 Executive Officers ------------------ H. Wayne Snavely Chairman of the Board and 143,369 $2,000,000 143,369 * Chief Executive Officer Kevin E. Villani Executive Vice President 71,684 $ 999,992 71,684 * and Chief Financial Officer and Director Irwin L. Gubman General Counsel and 3,500 $ 48,825 3,500 * Secretary Paul B. Lasiter Senior Vice President and 5,675 $ 79,166 5,675 * Controller
1 Such shares were purchased by the Graziadio Family Trust. * Less than one percent. - --------------------- --------------------- CUSIP No. 45272T 10 2 13D Page 10 of 30 Pages - --------------------- --------------------- INDEX TO EXHIBITS
Sequentially Exhibit Description Numbered Page - ------- ----------- ------------- 2. Lock-Up Agreement dated as of 11 October 22, 1997 among Imperial Credit and Friedman, Billings, Ramsey & Co., Inc. and Jefferies & Company, Inc., as representatives of the several underwriters in the Offering. 3. Lock-Up Agreement dated as of 13 October 15, 1997 between H. Wayne Snavely and Friedman, Billings, Ramsey & Co., Inc. 4. Lock-Up Agreement dated as of 15 October 15, 1997 between Kevin E. Villani and Friedman, Billings, Ramsey & Co., Inc. 5. Promissory Note Secured By Stock 17 Pledge and Deed of Trust dated as of October 21, 1997 between Imperial Credit Industries, Inc. and H. Wayne Snavely. 6. Security Agreement dated as of 20 October 21, 1997 between Imperial Credit Industries, Inc. and H. Wayne Snavely. 7. Promissory Note Secured By Stock 24 Pledge and Deed of Trust dated as of October 21, 1997 between Imperial Credit Industries, Inc. and Kevin E. Villani. 8. Security Agreement dated as of 27 October 21, 1997 between Imperial Credit Industries, Inc. and Kevin E. Villani.
EX-2 2 LOCK-UP AGREEMENT -- DATED 10/22/1997 --------------------- Page 11 of 30 Pages --------------------- EXHIBIT 2 October 22, 1997 Friedman, Billings, Ramsey & Co., Inc. Jefferies & Company, Inc. as Representatives of the several underwriters c/o Friedman, Billings, Ramsey & Co., Inc. 1001 19th Street North Arlington, Virginia 22209 Re: Lock-Up Agreement ----------------- Ladies and Gentlemen: This letter is being delivered to you in connection with the Underwriting Agreement, dated October 16, 1997 (the "Underwriting Agreement"), among Imperial Credit Commercial Mortgage Investment Corp., a Maryland corporation (the "Company"), and each of you as representatives on behalf 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 Underwriting Agreement. In order to induce you and the other Underwriters to enter into the Underwriting Agreement, the undersigned agrees to not, for a period equal to the lesser of (i) two years from the date that the Registration Statement is declared effective by the Commission or (ii) the period ending on the date on which the Management Agreement between the Company and Imperial Credit Commercial Asset Management Corp. is terminated, 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") to be purchased pursuant to the Company's initial public offering as described in the Registration Statement by the undersigned, unless Friedman, Billings, Ramsey & Co., Inc. gives its prior written consent to a Disposition. --------------------- Page 12 of 30 Pages --------------------- If for any reason the Underwriting Agreement shall be terminated prior to the Closing Time, the agreement set forth above shall be terminated. Very truly yours, /s/ H. Wayne Snavely ---------------------------------- H. Wayne Snavely Chairman of the Board of Directors on behalf of Imperial Credit Industries, Inc. EX-3 3 LOCK-UP AGREEMENT -- DATED 10/15/1997 --------------------- Page 13 of 30 Pages --------------------- Exhibit 3 October 15, 1997 Friedman, Billings, Ramsey & Co. Inc. Jefferies & Company, Inc. as Representatives of the several Underwriters c/o Friedman, Billings, Ramsey & Co., Inc. 1001 19th Street North Arlington, Virginia 22209 Re: Lock-Up Agreement ----------------- 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, Ramsey & Co., Inc. --------------------- Page 14 of 30 Pages --------------------- Friedman, Billings, Ramsey & 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. Wayne Snavely -------------------- H. Wayne Snavely EX-4 4 LOCK-UP AGREEMENT -- DATED 10/15/1997 --------------------- Page 15 of 30 Pages --------------------- EXHIBIT 4 October 15, 1997 Friedman, Billings, Ramsey & Co., Inc. Jefferies & Company, Inc. as Representatives of the several Underwriters c/o Friedman, Billings, Ramsey & Co., Inc. 1001 19th Street North Arlington, Virginia 22209 Re: Lock-Up Agreement ----------------- 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 ("the 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, Ramsey & Co., Inc. --------------------- Page 16 of 30 Pages --------------------- Friedman, Billings, Ramsey & 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/ Kevin E. Villani -------------------- Kevin E. Villani EX-5 5 PROMISSORY NOTE SECURED BY STOCK PLEDGE --------------------- Page 17 of 30 Pages --------------------- EXHIBIT 5 PROMISORY NOTE SECURED BY ------------------------- STOCK PLEDGE AND DEED OF TRUST ------------------------------ Lender: Borrower: Imperial Credit Industries, Inc. H. Wayne Snavely 23550 Hawthorne Boulevard 2500 Paseo Del Mar Building 1, Suite 240 Palos Verdes Estates, CA 90274 Torrance, California 90505 FOR VALUE RECEIVED, the undersigned, H. Wayne Snavely, promises to pay to the order of the above-named Lender, its successors and assigns, at the above address or at such other place as Lender may designate in writing, in lawful money of the United States of America, the sum of One Million Nine Hundred Ninety Nine Thousand Nine Hundred and Ninety Eight Dollars ($1,999,998) together with interest thereon from the date hereof at the interest rate described below (the "Interest Rate") on the principal balance in the manner provided below: 1. Security, Payments, Interest. At Borrower's expense, this ---------------------------- Promissory Note has been secured by Borrower having pledged to Lender (i) 143,369 shares of common stock of Imperial Credit Commercial Mortgage Investment Corp. (the "Stock") in the form of a Security Agreement (Pledge of Securities) and (ii) that certain "Straight Note" and Deed of Trust, and the proceeds thereof, executed on June 4, 1997, by Ronald P. Padilla for the benefit of H. Wayne Snavely, in the amount of $967,500, the recorded Deed of Trust encumbering property known as Parcel 2, Book 102, Page 32 of Parcel Maps for the City of Huntington Beach, Orange County, California (the "Property"), and Lender shall have all rights and remedies to which a secured party is entitled under California law. Payments made by Borrower shall be applied first to the payment of the charges and interest accrued on the unpaid principal balance as of the date of receipt and the remainder, if any, shall be applied to the reduction of the unpaid principal, except upon default Lender will allocate payment(s) to principal, interest, and/or charges in its discretion. This Note shall bear interest on the unpaid principal balance hereof from time to time outstanding at an Interest Rate of 10.4% per annum. All interest shall be calculated on the basis of a three hundred sixty five (365) day year. Interest shall be paid to the Lender from the date hereof semi-annually in arrears on June 15 and December 15 of each year, commencing June 15, 1998. The outstanding principal and all remaining accrued interest shall be payable in one installment on June 14, 2002, unless extended by Lender at its sole discretion. This Note may be prepaid, in whole or in part, at any time without penalty. -1- --------------------- Page 18 of 30 Pages --------------------- 2. Default. Upon failure to pay any payment when due or to perform any ------- obligation, covenant, or agreement contained in this Note or any other documents provided by Borrower to Lender to induce Lender to make the loan evidenced by this Note, or should any statement contained therein be found to be false or misleading in any material respect; or should Borrower make an assignment for the benefit of creditors, or if a petition be filed by or against Borrower under any state insolvency law or under the Bankruptcy Code, as amended and not dismissed or discharged within 60 days; or, if the Borrower shall sell, transfer, convey or alienate the Stock or the Property, or any part thereof, or any interest therein, or shall be divested of his title or any interest therein in any manner or way, whether voluntarily or involuntarily, without the written consent of the Lender being first had and obtained; then borrower shall be in default under this Note, and the whole sum of principal, interest, charges and advances, if any, shall become immediately due and payable at Lender's option and without notice. The acceptance of any payment of principal or interest by Lender after the time when it becomes due, as herein specified, shall not be held to establish a custom, or to waive any rights of Lender to enforce payment or assert any other rights, nor shall any failure or delay to exercise any rights be held to waive the same. The rights or remedies of Lender as provided in this Note may be pursued singly, successively, or together against Borrower at the sole discretion of the Lender. 3. Attorneys' Fees and Other Expenses. Borrower shall pay upon demand ---------------------------------- reasonable attorneys' fees, and all other out-of-picker expensess, including filing, recording, or other costs or fees incurred by Lender in connection with this Note, including attorneys' fees incurred by Lender if: (a) legal counsel is engaged to assist in the collection of this Note after a default hereunder whether or not suit is instituted, (b) any action is brought which may significantly affect Lender's rights, such as an action to cancel, rescind, construe or enforce this Note or to enforce laws or regulations in connection therewith, or (c) Borrower becomes subject to a proceeding under the provisions of the Bankruptcy Code and Lender in the exercise of prudent business practices engages counsel to represent the interests of Lender. 4. Compliance With Laws. All of the terms and provisions of this Note -------------------- shall be construed in compliance with all applicable laws. If any charge of fee due hereunder is invalid, unenforceable or excessive under any law, then such charge or fee shall be deemed modified or reduced to the extent required by law, and any such sums collected by Lender in excess of the maximum amount permitted by such law shall, at Lender's option, be refunded to Borrower or reapplied to any principal, interst, deficiency or other amounts due hereunder and Lender shall have no further liability to Borrowere as a result thereof. -2- --------------------- Page 19 of 30 Pages --------------------- 5. Assignment. Lender shall have the right to sell, assign, or ---------- otherwise transfer, either in part or in its entirety, this Note and any other instrument evidencing indebtedness of this Note without Borrower's consent. This Note and all of the covenants, promises, and agreements contained in it shall be binding on and inure to the benefit of their respective legal representatives, successors, and assigns. 6. Entire Agreement. This Note and the security agreements referenced in ---------------- Paragraph 2 above contain the entire agreement between the Lender and Borrower with respect to the subject manner hereof and supersede any and all prior arrangements, proposals or understandings, written or oral, by or between Lender and Borrower with respect to all transactions contemplated by this Note and the terms hereunder. In the event of any conflict or inconsistency between any provision of this Note and any provision of any other document or writing executed by Lender and/or Borrower, the provision of this Note shall take precedence and shall control, unless the conflicting or inconsistent provision is such other document or writing specifically refers to this Note and specifically states that it shall prevail. No amendment or modification of this Note shall be effective for any purpose unless the same be in writing and duly executed by both Lender and Borrower. 7. Severability of Provisions. If any provision or any portion of any -------------------------- provision of this Note or the application of any such provision or any portion thereof to any person or circumstance, shall be held invalid or unenforceable, to the extent permitted by law, the remaining portion of such provision and the remaining provisions of this Note or the application of such provision or portion of such provision as is held invalid or unenforceable to persons or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby. 8. Miscellaneous. No delay or omission on the part of Lender in ------------- exercising any rights under this Note on default by Borrower shall operate as a waiver of such right or of any other right under this Note, for the same default or any other default. The pleading of any statute of limitations as a defense to the obligations evidenced by this Note is waived. Time is of the essence for each and every obligation under this Note. This Note shall be construed according to and governed by the laws of the State of California. IN THE EVENT ACTION IS INSTITUTED UNDER THIS NOTE, BORROWER WAIVES RIGHT TO TRIAL BY JURY. DATED: October 21, 1997 /s/ H. Wayne Snavely ------------------------ H. Wayne Snavely -3- EX-6 6 SECURITY AGREEMENT --------------------- Page 20 of 30 Pages --------------------- EXHIBIT 6 SECURITY AGREEMENT ------------------ (Pledge of Securities) THIS SECURITY AGREEMENT is made this 21st day of October 1997, between H. Wanye Snavely ("Debtor") and Imperial Credit Industries, Inc. ("Secured Party"). Recitals -------- A. Secured Party as lender has entered into a loan transaction evidenced by a promissory note of even date herewith providing for the loan of $1,999,998 (the "Loan") to Debtor as borrower. B. As a condition of the Loan, Secured Party requires that Debtor grant to Secured Party a security interest in certain securities owned by Debtor. WHEREFORE, Debtor and Secured Party, intending to be legally bound, agree as follows: Debtor hereby transfers, assigns, pledges and grants to Secured Party a security interest in all these certain securities and stock certificates (herein "Collateral") described in Exhibit A appended hereto, which Debtor has this day delivered to and deposited with Secured Party; and all new securities or other property (except dividends) which Debtor may become entitled to receive on account of any of the Collateral and all proceeds of the Collateral. This Security Agreement secures: (a) Debtor's payment and performance as and when due of all accounts and obligations under the Loan (the "Obligations") of even date executed by Debtor in favor of Secured Party; (b) any and all extensions, modifications and renewals of the Obligations; (c) repayment of all sums and amounts that may be advanced or expended by Secured Party for the protection of the Collateral or any part thereof; and (d) any and all other sums that may hereafter be advanced by Secured Party to and for the benefit of Debtor and other amounts due to Secured Party hereunder. Debtor hereby warrants and represents to Secured Party that Debtor is the sole and absolute owner of the Collateral, free and clear of all liens, encumbrances, adverse claims and security interests, except the security interest herein granted to Secured Party, and that Debtor has the power and authority to pledge, transfer and deliver the interest created hereby. Secured party may retain custody of the Collateral until all obligations are fully paid. Secured Party will not be responsible for loss in value of the Collateral or have any duty to take steps to preserve rights against third parties by legal proceeding or otherwise. Secured Party's --------------------- Page 21 of 30 Pages --------------------- sole duty shall be to use reasonable care in the custody and physical preservation of the Collateral in Secured Party's possession. In the event any of the Collateral has depreciated by fifty percent (50%) or more of its closing value as quoted by the Wall Street Journal of even date herewith, then Secured Party may at its option, whether or not the Obligations are in default, upon 3 days prior notice to Debtor, and provided Debtor does not within that time provide substitute collateral satisfactory to Secured Party, sell such Collateral and deposit the proceeds of any such sale into a certificate account to be held by Secured Party. The terms of this Agreement shall continue to apply to all proceeds held in such account. At any time, at Debtor's expense and without notice to Debtor, Secured Party may register in its own name or that of its nominee any securities held as Collateral, and in connection therewith, may deposit and deliver any and all securities to any committee, depository transfer agent, registrar, or other designated agency on such terms and conditions as it may determine. If Debtor shall fail to pay any of the Obligations secured hereby at the time and in the manner required, Secured Party may, at its option, immediately proceed to enforce its security interest according to law, or Secured Party may, at its option, sell and dispose of the same and from the proceeds of sale retain all costs and charges incurred by it in the sale of the Collateral, including reasonable attorneys fees thereby incurred; take all sums due it under any of the Obligations and the provisions hereof, including reasonable attorneys fees; and any surplus of such proceeds remaining shall be paid to Debtor. In addition, Secured Party may exercise any and all rights and remedies of a Secured Party as provided by law, including without limitation all rights and remedies under the California Uniform Commercial Code. Upon the sale of Collateral, Secured Party may bid and make a purchase of the Collateral, or any part thereof. No act, delay or omission, or course of dealing between Debtor and Secured Party shall be a waiver of any of Secured Party's rights or remedies under this Agreement. No waiver, change, modification, or discharge in whole or in part of this Agreement or of any obligation will be effective unless in writing signed by Secured Party. A waiver by Secured Party of any rights or remedies by Secured Party under the terms of this Agreement or with respect to any obligation on any occasion will not be a bar to the exercise of any right or remedy of any subsequent occasion. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective heirs, executors, administrators, successors and assigns. This Security Agreement shall be governed by and construed in accordance with California law. In the event any action is instituted under this Security Agreement, or to determine the rights or remedies of the parties thereto, the prevailing party shall be entitled to recover reasonable attorneys fees and expenses. --------------------- Page 22 of 30 Pages --------------------- IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written. Secured Party: By: /s/ Irwin L. Gubman ____________________ Debtor: By: /s/ H. Wayne Snavely ____________________ -3- --------------------- Page 23 of 30 Pages --------------------- EXHIBIT A --------- TO SECURITY AGREEMENT --------------------- Certificate No. Class Issuer No. of Shares - -------------- ----- ------ ------------- Common Imperial Credit Commercial Investment Corp. 143,369 EX-7 7 PROMISSORY NOTE SECURED BY STOCK PLEDGE --------------------- Page 24 of 30 Pages --------------------- EXHIBIT 7 PROMISSORY NOTE SECURED BY -------------------------- STOCK PLEDGE AND DEED OF TRUST ------------------------------ Lender: Borrower: Imperial Credit Industries, Inc. Kevin E. Villani 23550 Hawthorne Boulevard 5658 Dolphin Place Building 1, Suite 240 La Jolla, CA 92037 Torrance, California 90505 FOR VALUE RECEIVED, the undersigned, Kevin E. Villani, promises to pay to the order of the above-named Lender, its successors and assigns, at the above address or at such other place as Lender may designate in writing, in lawful money of the United States of America, the sum of Nine Hundred Ninety Nine Thousand, Nine Hundred Ninety Two Dollars ($999,992) together with interest thereon from the date hereof as the interest rate described below (the "Interest Rate") on the principal balance in the manner provided below: 1. Security, Payments, Interest. At Borrower's expense, this Promissory ----------------------------- Note has been secured by Borrower having pledged to Lender (i) 71,684 shares of common stock of Imperial Credit Commercial Mortgage Investment Corp. (the "Stock") in the form of a Security Agreement (Pledge of Securities) and (ii) that certain Deed of Trust, and the proceeds thereof, executed by Jane E. Villani under Power of Attorney Special from Kevin E. Villani for the benefit of Imperial Credit Industries, Inc. the recorded Deed of Trust encumbering property known as 5322 Calumet Avenue, La Jolla, California (the "Property"), and Lender shall have all rights and remedies to which a secured party is entitled under California Law. Payments made by Borrower shall be applied first to the payment of the charges and interest accrued on the unpaid principal balance as of the date of receipt and the remainder, if any, shall be applied to the reduction of the unpaid principal, except upon default Lender will allocate payment(s) to principal, Interest, and/or charges in its discretion. This Note shall bear interest on the unpaid principal balance hereof from time to time outstanding at an interest rate of 10.4% per annum. All interest shall be calculated on the basis of a three hundred sixty five (365) day year. Interest shall be paid to the Lender from the date hereof semi-annually in arrears on June 15 and December 15 of each year, commencing June 15, 1998. The outstanding principal and all remaining accrued interest shall be payable in one installment on June 14, 2002, unless extended by Lender at its sole discretion. This Note may be prepaid, in whole or in part, at any time without penalty. -1- --------------------- Page 25 of 30 Pages --------------------- 2. Default. Upon failure to pay any payment when due or to perform any ------- obligation, covenant, or agreement contained in the Note or any other documents provided by Borrower to Lender to induce Lender to make the loan evidenced by this Note, or should any statement contained therein be found to be false or misleading in any material respect; or should Borrower make an assignment for the benefit of creditors, or if a petition be filed by or against Borrower under any state insolvency law or under the Bankruptcy Code, as amended and not dismissed or discharged within 60 days; or, if the Borrower shall sell, transfer, convey or allocate the Stock or the Property, or any part thereof, or any interest therein, or shall be divested of his title or any interest therein in any manner or way, whether voluntarily or involuntarily, without the written consent of the Lender being first had and obtained; then Borrower shall be in default under this Note, and the whole sum of principal, interest, charges and advances, if any, shall become immediately due and payable at Lender's option and without notice. The acceptance of any payment of principal or interest by Lender after the time when it becomes due, as herein specified, shall not be held to establish a custom, or to waive any rights of Lender to enforce payment or assert any other rights, nor shall any failure or delay to exercise any rights be held to waive the same. The rights or remedies or Lender as provided in this Note may be pursued singly, successively, or together against Borrower at the solo discretion on the Lender. 3. Attorneys' Fees and Other Expenses. Borrower shall pay upon demand ---------------------------------- reasonable attorneys' fees, and all other out-of-pocket expenses, including filing, recording, or other costs or fees incurred by Lender in connection with this Note, including attorneys' fees incurred by Lender if: (a) legal counsel is engaged to assist in the collection of this Note after a default hereunder whether or not suit is instituted, (b) any action is brought which may significantly affect Lender's rights, such as an action to cancel, rescind, construe or enforce this Note or to enforce laws or requisitions in connection therewith, or (c) Borrower becomes subject to a proceeding under the provisions of the Bankruptcy Code and Lender in the exercise of prudent business practices engages counsel to represent the interests of Lender. 4. Compliance With Laws. All of the time and provisions of this Note shall -------------------- be construed in compliance with all applicable laws. If any charge or fee due hereunder is invalid, unenforceable or excessive under any law, then such charge or fee shall be deemed modified or reduced to the amount required by law, and any such sums collected by Lender in excess of the maximum amount permitted by such law shall, at Lender's option, be refunded to Borrower or reapplied to any principal, interest, deficiency or other amounts due hereunder and Lender shall have no further liability to Borrower as a result thereof. 5. Assignment. Lender shall have the rights to sell, assign, or otherwise ---------- transfer, either in part or in its entirety, this Note and any other instrument evidencing indebtedness of --------------------- Page 26 of 30 Pages --------------------- agreements contained in it shall be binding on and inure to the benefit of their respective legal representatives, successors, and assigns. 6. Entire Agreement. This Note contains the entire agreement between the ---------------- Lender and Borrower with respect to the subject matter hereof and supersedes any and all prior arrangements, proposals or understandings, written or oral, by or between Lender and Borrower with respect to all transactions contempleted by this Note and the terms hereunder. In the event of any conflict or inconsistency between any provision of this Note and any provision of any other document or writing executed by Lender and/or Borrower, the provision of this Note shall take precedence and shall control, unless the conflicting or inconsistent provision in such other document or writing specifically refers to this Note and specifically states that it shall prevail. No amendment or modification of this Note shall be effective for any purpose unless the same be in writing and duly executed by both Lender and Borrower. 7. Severability of Provisions. If any provision or any portion of any -------------------------- provision of this Note or the application of any such provision or any portion thereof to any person or circumstance, shall be held invalid or unenforceable, to the extent permitted by law, the remaining portion of such provision and the remaining provisions of this Note or the application of such provision or portion of such provision as is held invalid or unenforceable to persons or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby. 8. Miscellaneous. No delay or omission on the part of Lender in exercising ------------- any rights under this Note on default by Borrower shall operate as a waiver of such right or of any other right under this Note, for the same default or any other default. The pleading of any statute of limitations as a defense to the obligations evidenced by this Note is waived. Time is of the essence for each and every obligation under this Note. This Note shall be construed according to and governed by the laws of the State of California. IN THE EVENT ACTION IS INSTITUTED UNDER THIS NOTE, BORROWER WAIVES RIGHT TO TRIAL BY JURY. DATED: October 21, 1997 /s/ Kevin E. Villani -------------------- Kevin E. Villani EX-8 8 SECURITY AGREEMENT --------------------- Page 27 of 30 Pages --------------------- EXHIBIT 8 SECURITY AGREEMENT ------------------ (Pledge of Securities) THIS SECURITY AGREEMENT is made this 21st day of October 1997, between Kevin E. Villani ("Debtor") and Imperial Credit Industries, Inc. ("Secured Party"). Recitals -------- A. Secured Party as lender has entered into a loan transaction providing for the loan of $999,992 (the "Loan") to Debtor as borrower. B. As a condition of the Loan, Secured Party requires that Debtor grant to Secured Party a security interest in certain securities owned by Debtor. WHEREFORE, Debtor and Secured Party, intending to be legally bound, agree as follows: Debtor hereby transfers, assigns, pledges and grants to Secured Party a security interest in all those certain securities and stock certificates (herein "Collateral") described in Exhibit A appended hereto, which Debtor has this day delivered to and deposited with Secured Party; and all new securities or other property (except dividends) which Debtor may become entitled to receive on account of any of the Collateral and all proceeds of the Collateral. This Security Agreement secures: (a) Debtor's payment and performance as and when due of all amounts and obligations under the Loan (the "Obligations") of even date executed by Debtor in favor of Secured Party; (b) any and all extensions, modifications and renewals of the Obligations; (c) repayment of all sums and amounts that may be advanced or expended by Secured Party for the protection of the Collateral or any part thereof; and (d) any and all other sums that may hereafter be advanced by Secured Party to and for the benefit of Debtor and other amounts due to Secured Party hereunder. Debtor hereby warrants and represents to Secured Party that Debtor is the sole and absolute owner of the Collateral, free and clear of all liens, encumbrances, adverse claims and security interests, except the security interest herein granted to Secured Party; and that Debtor has the power and authority to pledge, transfer and deliver the interest created hereby. Secured Party may retain custody of the Collateral until all obligations are fully paid. Secured Party will not be responsible for loss in value of the Collateral or have any duty to take steps to preserve rights against third parties by legal proceeding or otherwise. Secured Party's -1- --------------------- Page 28 of 30 Pages --------------------- sole duty shall be to use reasonable care in the custody and physical preservation of the Collateral in Secured Party's permission. In the event any of the Collateral has depreciated by fifty percent (50%) or more of its closing value as quoted by the Wall Street Journal of even date herewith, then Secured Party may at its option, whether or not the Obligations are in default, upon 3 days prior notice to Debtor, and provided Debtor does not within that time provide substitute collateral satisfactory to Secured Party, sell such Collateral and deposit the proceeds of any such sale into a certificate account to be held by Secured Party. The terms of this Agreement shall continue to apply to all proceeds held in such account. At any time, at Debtor's expense and without notice to Debtor, Secured Party may register in its own name or that of its nominee any securities held as Collateral, and in connection therewith, may deposit and deliver any and all securities to any committee, depository transfer agent, registrar, or other designated agency on such terms and conditions as it may determine. If Debtor shall fail to pay any of the Obligations secured hereby at the time and in the manner required, Secured Party may, as its option, immediately proceed to enforce its security interest according to law, or Secured Party may, at its option, sell and dispose of the name and from the proceeds of sale retain all costs and charges incurred by it in the sale of the Collateral, including reasonable attorneys fees thereby incurred; take all sums due it under any of the Obligations and the provisions hereof, including reasonable attorneys fees; and any surplus of such proceeds remaining shall be paid to Debtor. In addition, Secured Party may exercise any and all rights and remedies of a Secured Party as provided by law, including without limitation all rights and remedies under the California Uniform Commercial Code. Upon the sale of Collateral, Secured Party may bid and make a purchase of the Collateral, or any part thereof. No act, delay or omission, or course of dealing between Debtor and Secured Party shall be a waiver of any of Secured Party's rights or remedies under this Agreement. No waiver, change, modification, or discharge in whole or in part of this Agreement or of any obligation will be effective unless in writing signed by Secured Party. A waiver by Secured Party of any rights or remedies by Secured Party under the terms of the Agreement or with respect to any obligation an any occasion will not be a bar to the exercise of any right or remedy of any subsequent occasion. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective heirs, executors, administrators, successors and assigns. This Security Agreement shall be governed by and construed in accordance with California law. In the event any action is instituted under this Security Agreement, or to determine the rights or remedies of the parties thereto, the prevailing party shall be entitled to recover reasonable attorneys fees and expenses. -2- --------------------- Page 29 of 30 Pages --------------------- IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written. Secured Party: By: /s/ Irwin L. Gubman ______________________ Debtor: By: /s/ Kevin E. Villani ______________________ -3- --------------------- Page 30 of 30 Pages --------------------- EXHIBIT A --------- TO SECURITY AGREEMENT --------------------- Certificate No. Class Issuer No. of Shares - -------------- ----- ------ ------------- Common Stock Imperial Credit Commercial Mortgage Investment Corp. 71,684 -----END PRIVACY-ENHANCED MESSAGE-----