Form Subscription Distribution & Escrow Agency Agm

EXHIBIT 10.10


BANKBOSTON, N.A.
SUBSCRIPTION DISTRIBUTION AND ESCROW AGENCY AGREEMENT


This Subscription, Distribution and Escrow Agency Agreement (the "Agreement") is made as of June ___, 1997 between Imperial Credit Commercial Holdings, Inc. (the "Company"), a Maryland corporation and BankBoston, N.A., a Massachusetts Trust Company, as subscription, distribution and escrow agent (the "Agent").


WHEREAS, the Company proposes to make an initial public offering through subscription rights, evidenced by subscription certificates in the form designated by the Company ("Subscription Certificates") to holders (the "IMH Holders") of shares of common stock and options to purchase shares of common stock (the "IMH Shares") of Imperial Credit Mortgage Holdings, Inc. ("IMH") as of June 23, 1997 (the "Record Date"), pursuant to which each Record Date IMH Holder will have certain non-transferable subscription rights (the "Subscription Rights") to subscribe for shares of the Company's Common Stock, $.01 par value per share (the "ICH Shares"), subject to the Maximum Offering Amount, as described in and upon such terms as are set forth in the prospectus (the "Prospectus") included in the Form S-11 Registration Statement filed by the Company with the Securities and Exchange Commission on April 18, 1997, as amended by any amendment filed with respect thereto (the "Registration Statement"); and


WHEREAS, the Company wishes the Agent to perform certain acts on behalf of the Company and the Agent is willing to so act, in connection with the distribution of the Subscription Certificates and the exercise of the Subscription Rights to subscribe therein set forth, all upon the terms and conditions set forth herein.


NOW, THEREFORE, in consideration of the foregoing and of the mutual agreements set forth herein, the parties agree as follows:


1. Pursuant to the resolutions of its Board of Directors, the Company hereby
appoints and authorizes the Agent to act on its behalf in accordance with
the provisions hereof, and the Agent hereby accepts such appointment and
agrees to so act.


2. (a) Each Subscription Certificate shall evidence the Subscription Rights
of the IMH Holders therein named to purchase ICH Shares upon the terms
and conditions therein and herein set forth.


(b) Upon the written advice of the Company signed by its Chief Executive
Officer, Chief Financial Officer, Senior Vice President, Treasurer,
Secretary or Assistant Secretary, as to the Record Date, the Agent
shall, from a list of IMH Holders (provided to the Agent by IMH or
the Company) as of the Record Date, prepare and record Subscription
Certificates in the names of the Record Date IMH Holders, setting
forth the number of Subscription Rights to subscribe for ICH Shares,
calculated on the basis of the Subscription Right of one ICH Share
for each IMH Share held by such IMH Holder as of the Record Date,
subject to the Maximum Subscription Offer Amount (as described in the
Prospectus). Each Subscription Certificate shall be dated as of the
Record Date and shall be executed manually or by facsimile signature
of a duly authorized Officer of the Company. Upon the written
advice, signed as aforesaid, as to the effective date of the
Registration Statement, the Agent shall as promptly as practicable
countersign and deliver the Subscription Certificates, together with a
copy of the Prospectus, to all Record Date IMH Holders. No
Subscription Certificate shall be valid for any purpose unless so
executed. Should any Officer whose signature has been placed upon
any Subscription Certificate cease to hold such office at any time
thereafter, such event shall have no effect on the validity of such
Subscription Certificate.


3. (a) Each Subscription Certificate shall be irrevocable and non-
transferable. The Agent shall maintain a register of Subscription
Certificates and the holders of record thereof (each of whom shall be
deemed a "Record Date IMH Holder" hereunder for purposes of
determining the rights of holders of Subscription Certificates).
Each Subscription Certificate shall,


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subject to the provisions thereof, entitle the Record Date IMH Holder
in whose name it is recorded to the following:


(1) The right (the "Basic Subscription Right") to purchase a number
of ICH Shares equal to one ICH Share for every one IMH Share held
by a Record Date IMH Holder as of the Record Date, subject to
reduction as described in the Prospectus; and


(2) The right (the "Oversubscription Right") to purchase from the
Company additional ICH Shares, subject to the availability of
such ICH Shares in connection with the Maximum Subscription Offer
Amount and to allotment, proration and reduction of such ICH
Shares as may be available among Record Date IMH Holders who
exercise Oversubscription Rights on the basis specified in the
Prospectus; provided, however, that a Record Date IMH Holder who
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has not exercised his Basic Subscription Rights with respect to
the full number of shares that such Record Date IMH Holder is
entitled to purchase by virtue of his Basic Subscription Rights
as of the Expiration Date, if any, shall not be entitled to any
Oversubscription Rights.


(b) A Record Date IMH Holder may exercise his Basic Subscription Rights
and Oversubscription Rights by delivery to the Agent at its corporate
office specified in the Prospectus of (i) the Subscription
Certificate with respect thereto, duly executed by such Record Date
IMH Holder in accordance with and as provided by the terms and
conditions of the Subscription Certificate, together with (ii) the
Subscription Price (as defined in the Prospectus) of each ICH Share
subscribed for by exercise of such Subscription Rights, in United
States dollars in cash, by check, or bank draft drawn on a bank in the
continental United States or by postal, telegraphic, or express money
order, in each case payable to the order of the Company.


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(c) Subscription Rights may be exercised at any time after the date of
issuance of the Subscription Certificates with respect thereto but no
later than 5:00 P.M. New York City Time on such date as is designated
in the Prospectus as the expiration date (the "Expiration Date"). For
the purpose of determining the time of the exercise of any
Subscription Rights, delivery of any material to the Agent shall be
deemed to occur when such materials are received at the corporate
office of the Agent specified in the Prospectus.


(d) Notwithstanding the provisions of Section 3(b) and 3(c) regarding
delivery of any executed Subscription Certificate to the Agent prior
to 5:00 P.M. New York City Time on the Expiration Date, if prior to
such time the Agent receives (i) full payment for shares purchased and
subscribed for by virtue of an IMH Holder's Subscription Rights, and
(ii) guaranteed delivery by telegram or otherwise from a bank, trust
company or a New York Stock Exchange member guaranteeing delivery of a
properly completed and executed Subscription Certificate (stating the
name of the exercising Record Date IMH Holder, the number of
Subscription Rights represented by the Subscription Certificate(s)
held by such exercising Record Date IMH Holder and the number of ICH
Shares being subscribed for), then such exercise of Basic Subscription
Rights and Oversubscription Rights shall be regarded as timely,
subject, however, to receipt of the duly executed Subscription
Certificate by the Agent within three business days after the
Expiration Date (as defined in the Prospectus).


(e) Within one business day following the Expiration Date (the "Initial
Confirmation Date"), the Agent shall determine the number of ICH
Shares subscribed for by persons exercising Basic Subscription Rights.
If, after allocation of ICH Shares to the persons exercising Basic
Subscription Rights, there remain unexercised Subscription Rights,
then the Agent shall allot, subject the Maximum Subscription Offer


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Amount, the ICH Shares issuable upon exercise of such unexercised
Subscription Rights (the "Remaining Shares") to the persons exercising
Oversubscription Rights, in the amounts of such oversubscription. If
the number of ICH Shares for which Oversubscription Rights have been
exercised is greater than the Remaining Shares, the Agent shall allot
the Remaining Shares to the persons exercising Oversubscription Rights
pro rata based solely on the number of Basic Subscription Rights
exercised by each of them. The Agent shall advise the Company
immediately upon the completion of the allocation set forth above as
to the total number of ICH Shares subscribed for.


4.
(a) On the Initial Confirmation Date, the Agent shall send a report to the
Company and to the Dealer Manager(s), as agent for the Company,
showing (i) the number of ICH Shares requested to be subscribed for
pursuant to the Basic Subscription Rights and (ii) the number of ICH
Shares, if any, requested to be subscribed for pursuant to the
Oversubscription Rights.


(b) On the Initial Confirmation Date, the Company and the Dealer
Manager(s) shall determine, and upon such determination shall promptly
inform the Agent, of (i) the number of ICH Shares to be acquired on a
date 3 business days following the Initial Confirmation Date (the
"Initial Closing Date") pursuant to the Basic Subscription Rights and
the number, if any, of ICH Shares to be acquired on the Initial
Closing Date pu ...