EXHIBIT 99.3
EXCHANGE AGENT AGREEMENT
This Agreement is entered into as of , 1997 between The Chase
Trust Company of California, as Exchange Agent (the "Agent"), and Imperial
Credit Industries, Inc., a California corporation (the "Company").
The Company is offering, upon the terms and subject to the conditions set
forth in the Prospectus and the accompanying Letter of Transmittal (which
together constitute the "Exchange Offer"), to exchange an aggregate principal
amount of up to $200,000,000 of 9-7/8% Series B Senior Notes due 2007 (the "New
Notes") of the Company, which have been registered under the Securities Act of
1933, as amended, for a like principal amount of the issued and outstanding 9-
7/8% Senior Notes due 2007 (the "Old Notes") of the Company from the registered
holders thereof. The terms of the New Notes are identical in all material
respects to the Old Notes, except for certain transfer restrictions relating to
the Old Notes. The New Notes will evidence the same class of debt as the Old
Notes and will be issued pursuant to, and entitled to the benefits of, the
Indenture governing the Old Notes.
The Company will accept for exchange any and all Old Notes validly tendered
and not withdrawn prior to 5:00 P.M., New York City time, on April 30, 1997
unless extended (as so extended, the "Expiration Date"). Tenders of Old Notes
may be withdrawn at any time prior to the Expiration Date. The Exchange Offer is
not conditioned upon any minimum principal amount of Old Notes being tendered
for exchange pursuant to the Exchange Offer. The Exchange Offer is subject to
certain other customary conditions.
Subject to the provisions hereof, the Company hereby appoints the Agent as
Exchange Agent, and the Agent hereby accepts the appointment as Exchange Agent,
for the purposes of receiving, accepting for delivery and otherwise acting upon
tenders of the Company's Old Notes in accordance with the form of Letter of
Transmittal attached hereto (the "L/T") and with the terms and conditions of the
"Exchange Offer" section of the Company's Prospectus.
The Agent has received the following documents in connection with its
appointment:
(1) Prospectus dated March 31, 1997;
(2) L/T;
(3) Notice of Guaranteed Delivery; and
(4) Guidelines for Certification of Taxpayer Identification Number.
The Agent shall request from The Depository Trust Company (in the case of
book-entry Certificates) no later than the date hereof, a Special Security
Position Listing of
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all Participants eligible to participate in the Exchange Offer, and the amount
owned of record by each such Participant. The Agent will not be responsible for
any changes in Participants or of the beneficial ownership during the Exchange
Offer.
The Agent is authorized and hereby agrees to act as follows:
(a) to receive all tenders of Old Notes made pursuant to the Exchange
Offer (including tenders made through the Depository Trust
Company's Automated Tender Offer Program ("ATOP") and Book-Entry
Confirmation (as defined in the Prospectus) thereof), and to
stamp each Old Note, L/T, ATOP confirmation and any other
document received by the Agent to show the date and time of
receipt;
(b) to examine each L/T and Old Note (and any other documents
required by the L/T) received to determine that all requirements
necessary to constitute a valid tender have been met;
(c) to take such actions necessary and appropriate to correct any
irregularity or deficiency associated with any tender not in
proper order;
(d) to follow instructions of the Company or its counsel, Freshman,
Marantz, Orlanski, Cooper & Klein, a law corporation, with
respect to the waiver of any irregularities or deficiencies
associated with any tender;
(e) to hold all valid tenders subject to further instructions from
the Company;
(f) to render a written report, on each business day during the
Exchange Offer and periodically confirm, by telephone, the
information contained therein to Irwin L. Gubman, General
Counsel, of the Company, at 310-791-8040;
(g) to follow and act upon any written amendments, modifications or
supplements to these instructions, any of which may be given to
the Agent by the General Counsel of the Company or such other
person or persons as they shall designate in writing;
(h) to return to the presenters, in accordance with the provisions of
the L/T, any Old Notes that were not received in proper order and
as to which the irregularities or deficiencies were not cured or
waived;
(i) to deliver by First Class Mail, postage prepaid, the New Notes to
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which the presenters are entitled, at the addresses specified in
the L/T's, as soon as practicable after receipt thereof;
(j) to determine that all endorsements, guarantees, signatures,
authorities, transfer taxes (if any) and such other requirements
are fulfilled in connection with any request for issuance of the
consideration in a name other than that of the registered owner
of the Old Notes; and
(k) to deliver to, or upon the order of the Company all certificates
representing Old Notes received under the Exchange Offer,
together with any related assignment forms and other documents.
Agent shall:
(a) have no duties or obligations other than those specifically set
forth herein and those set forth under the section entitled "The
Exchange Offer" in the Prospectus;
(b) not be required to and shall make no representations and have no
responsibilities as to the validity, accuracy, value or
genuineness of (i) the Exchange Offer, (ii) any Old Notes, L/T's
or documents prepared by the Company in connection with the
Exchange Offer or (iii) any signatures or endorsements, other
than its own;
(c) not be obligated to take any legal action hereunder that might,
in its judgement, involve any expense or liability, unless it has
been furnished with reasonable indemnity by the Company;
(d) be able to rely on and shall be protected in acting on the
written instructions with respect to any matter relating to its
actions as Agent specifically covered by this Agreement, of any
officer of the Company authorized to give instructions under
paragraph (g) above;
(e) be able to rely on and shall be protected in acting upon any
certificate, instrument, opinion, notice, letter, telegram or any
other document or security delivered to it and believed by it
reasonably and in good faith to be genuine and to have been
signed by the proper party or parties;
(f) not be responsible for or liable in any respect on account of the
identity, authority or rights of any person executing or
delivering or purporting to execute or deliver any document or
property under this Agreement and shall have no responsibility
with respect to the use or application of any property delivered
by it pursuant to the provisions hereof;
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(g) be able to consult with counsel satisfactory to it (including
counsel for the Company) and the advice or opinion of such
counsel shall be full and complete authorization and protection
in respect of any action taken, suffered or omitted by it
hereunder in good faith and in accordance with advice or opinion
of such counsel;
(h) not be called on at any time to advise, and shall not advise, any
person delivering an L/T pursuant to the Exchange Offer as to the
value of the consideration to be received (other than the
principal amount of New Notes to be exchanged thereby);
(i) not be liable for anything which it may do or refrain from doing
in connection with this Agreement except for its own gross
negligence, willful misconduct or bad faith;
(j) not be bound by any notice or demand, or any waiver or
modification of this Agreement or any of the terms hereof, unless
evidenced by a writing delivered to the Agent signed by the
proper authority or authorities and, if the Agent's duties or
rights are affected, unless the Agent shall give its prior
written consent thereto;
(k) have no duty to enforce any obligation of any person to make
delivery, or to direct or cause any delivery to be made, or to
enforce any obligation of any person to perform any other act;
(l) have the right to assume, in the absence of written notice to the
contrary from the proper person or persons, that a fact or an
event by reason of which an action would or might be taken by the
Agent does not exist or has not occurred without incurring
liability for any action taken or omitted, or any action
suffered by the Agent to be taken or omitted, in good faith or
in the exercise of the Agent's best judgment, in reliance upon
such assumption; and
(m) be entitled to compensation of [$ ] for its services
hereunder plus reimbursement of its out-of-pocket expenses and as
hereinafter provided.
(n) not be liable or responsible for any delay, failure, malfunction,
interruption or error in the transmission or receipt of
communications or messages through electronic means to or from
The Depository Trust Company or other book-entry transfer
facility, or for the actions of any other person in connection
with any such message or communication;
(o) be able to perform any of its duties hereunder either directly or
by or through agents or attorneys and shall not be responsible
for any misconduct or negligence on the part of any agent or
attorney appointed with reasonable care by it hereunder;
(p) not be liable or responsible for any failure of a holder of Old
Notes or of New Notes to comply with any of their respective
obligations relating to the Exchange Offer, including without
limitation, obligations under applicable securities laws;
(q) have no obligation to pay any brokers or dealers or soliciting
fees to any person, including any information agent; and
(r) in no event be liable hereunder for special, indirect or
consequential loss or damage of any kind whatsoever (including
but not limited to lost profits), even if the Exchange Agent has
been advised of the likelihood of such loss or damage and
regardless of the form of action.
Any corporation into which the Exchange Agent in its individual capacity
may be merged or converted or with which it may be consolidated or any
corporation resulting from any merger, conversion or consolidation to which the
Exchange Agent in its individual capacity shall be a party or any corporation to
which substantially all of the corporate trust business of the Exchange Agent in
its individual capacity may be transferred shall be the Exchange Agent under
this Exchange Agency Agreement without further act.
The Company covenants and agrees to reimburse the Agent for, indemnify it
against, and hold it harmless from any and all reasonable costs and expenses
(including reasonable fees and expenses of counsel) that may be paid or incurred
or suffered by it or to which it may become subject without gross negligence,
willful misconduct or bad faith on its part by reason of or as a result of its
compliance with the instructions set forth herein or with any additional or
supplemental written instructions delivered to it pursuant hereto, or which may
arise out of or in connection with the administration and performance of its
duties under this
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Agreement.
This Agreement shall be construed and enforced in accordance with the laws
of the State of California and shall inure to the benefit of, and the
obligations created hereby shall be binding upon, the successors and assigns of
the parties hereto.
Unless otherwise expressly provided herein, all notices, requests, demands
and other communications hereunder shall be in writing, shall be delivered by
hand or by First Class Mail, postage prepaid, shall be deemed given when
received and shall be addressed to the Agent and the Company at the respective
addresses listed below or to such other addresses as they shall designate from
time to time in writing, forwarded in like manner.
If to the Agent, to:
The Chase Trust Company of California
101 California Street, Suite 2725
San Francisco, California 94111
Attention: Corporate Trust Department
Facsimile: (415) 693-8850
with copies to:
Lillick & Charles
Two Embaradero Center
San Francisco, California 94111-3996
Attention: Varya Simpson, Esq.
Facsimile: (415) 984-8300
If to the Company, to:
Imperial Credit Industries, Inc.
23350 Hawthorne Boulevard
Building One, Suite 210
Torrance, California 90505
Attention: General Counsel
Facsimile: (310) 791-8230
with copies to:
Freshman, Marantz, Orlanski, Cooper & Klein
9100 Wilshire Boulevard
Suite 800 East
Beverly Hills, California 90212
Attention: Thomas J. Poletti, Esq.
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Facsimile: (310) 274-8357
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on their behalf by their officers thereunto duly authorized, all as of
the day and year first above written.
THE CHASE TRUST COMPANY OF CALIFORNIA
By:__________________________
Title:
IMPERIAL CREDIT INDUSTRIES, INC.
By:__________________________
H. Wayne Snavely,
Title: Chairman, President and Chief Executive Officer
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