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Page 11 of 30 Pages
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EXHIBIT 2
October 22, 1997
Friedman, Billings, Xxxxxx & Co., Inc.
Xxxxxxxxx & Company, Inc.
as Representatives of the several underwriters
c/o Friedman, Billings, Xxxxxx & Co., Inc.
0000 00xx Xxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Re: Lock-Up Agreement
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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, Xxxxxx & Co., Inc. gives its prior written consent to a Disposition.
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Page 12 of 30 Pages
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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. Xxxxx Xxxxxxx
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H. Xxxxx Xxxxxxx
Chairman of the Board of Directors
on behalf of Imperial Credit
Industries, Inc.
