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                                                                   Exhibit 10.12

                                                                  EXECUTION COPY

                           OMNIBUS AMENDMENT AGREEMENT

         This OMNIBUS AMENDMENT AGREEMENT, dated as of March 31, 1999 (this
"Omnibus Amendment Agreement"), is made among (i) LONG BEACH ACCEPTANCE
RECEIVABLES CORP., a Delaware corporation ("Borrower"), (ii) LONG BEACH
ACCEPTANCE CORP., a Delaware corporation ("Guarantor"), and (iii) GREENWICH
CAPITAL FINANCIAL PRODUCTS, INC., a Delaware corporation ("Lender").

                                   WITNESSETH:

         WHEREAS, Borrower, Lender and Guarantor are parties to (i) the Credit
and Security Agreement dated as of March 31, 1997 (as amended, supplemented or
otherwise modified prior to the date hereof, the "97-1 Agreement"), (ii) the
Credit and Security Agreement dated as of August 29, 1997 (as amended,
supplemented or otherwise modified prior to the date hereof, the "97-2
Agreement"), (iii) the Credit and Security Agreement dated as of January 30,
1998 (as amended, supplemented or otherwise modified prior to the date hereof,
the "98-1 Agreement"), (iv) the Credit and Security Agreement dated as of
November 25, 1998 (as amended, supplemented or otherwise modified prior to the
date hereof, the "98-2 Agreement"; and collectively with the 97-1 Agreement, the
97-2 Agreement and the 98-1 Agreement, the "Residual Financing Agreements", and
each individually, a "Residual Financing Agreement"), in each case whereby
Lender has made certain loans to Borrower which are guaranteed by Guarantor and
Ameriquest Mortgage Company ("AMC") pursuant to certain guarantees referred to
therein, and which loans are secured by, among other things, the collateral
identified in the Residual Financing Agreements and certain collateral pledged
under the Security Agreement dated as of January 30, 1998 (as amended,
supplemented or otherwise modified from time to time in accordance with the
terms thereof, the "Security Agreement") made by Guarantor, as pledgor, in favor
of Lender, as pledgee (which Security Agreement also secures obligations of
Guarantor under the Warehouse Lending Agreement dated as of January 30, 1998 (as
amended, supplemented or otherwise modified from time to time in accordance with
the terms thereof, the "Warehouse Loan Agreement") between Guarantor, as
borrower, and Lender); and

         WHEREAS, Borrower, Lender and Guarantor have agreed to make certain
amendments to the Residual Financing Agreements as provided herein.

         NOW, THEREFORE, in consideration of the mutual agreements hereinafter
set forth, and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto hereby agree as
follows:

         1. DEFINITIONS. Capitalized terms used, but not otherwise defined
herein, shall have the meanings ascribed thereto in the applicable Residual
Financing Agreement.

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         2. TRANSACTION SPECIFIC AMENDMENTS.

            (a)   THE 97-1 AGREEMENT AMENDMENTS. The 97-1 Agreement is hereby
                  amended as follows (capitalized terms used but not otherwise
                  defined in this clause (a) are, unless otherwise indicated,
                  used as defined in the 97-1 Agreement):

                  (i)      Section 1. DEFINITIONS. Section 1 of the 97-1
                           Agreement is hereby amended as follows:

                           (A)      The following definition of "Additional
                                    Collateral Release Condition" is hereby
                                    added to Section 1 of the 97-1 Agreement in
                                    the appropriate alphabetical order:

                                             "Additional Collateral Release
                                    Condition" means, as of any date of
                                    determination, if the Cumulative Actual
                                    Advance Rate for such date does not exceed
                                    75%.

                           (B)      The following definition of "Advance Rate "
                                    is hereby added to Section 1 of the 97-1
                                    Agreement in the appropriate alphabetical
                                    order:

                                             "Advance Rate " means, as of any
                                    Calculation Date, the percentage equivalent
                                    of a fraction, the numerator of which shall
                                    equal the aggregate unpaid principal balance
                                    of the Loans, and the denominator of which
                                    shall equal the Present Value of the
                                    Collateral, in each case measured as of such
                                    Calculation Date; provided that solely for
                                    purposes of determining the Advance Rate at
                                    any time from March 31, 1999 to May 31,
                                    1999, the aggregate unpaid principal balance
                                    of the Loans shall be deemed to be reduced
                                    by the Paydown Balance. The Advance Rate
                                    shall be determined in accordance with
                                    Section 3.12(a)

                           (C)      The following definition of "Average Default
                                    Rate" is hereby added to Section 1 of the
                                    97-1 Agreement in the appropriate
                                    alphabetical order:

                                             "Average Default Rate" means, as of
                                    any Calculation Date, the lesser of (i) the
                                    arithmetic average of the Default Rates for
                                    the most recent three months as reported in
                                    the related Servicer's Certificates and (ii)
                                    the arithmetic average of the Default Rates
                                    for the most recent six months as reported
                                    in the related Servicer's Certificates.

                           (D)      The following definition of "Calculation
                                    Date" is hereby added to Section 1 of the
                                    97-1 Agreement in the appropriate
                                    alphabetical order:

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                                             "Calculation Date" has the meaning
                                    assigned thereto in the Section 3.12 hereto.

                           (E)      The following definition of "Cumulative
                                    Actual Advance Rate" is hereby added to the
                                    97-1 Agreement in the appropriate
                                    alphabetical order:

                                             "Cumulative Actual Advance Rate"
                                    means, as of any date, the percentage
                                    equivalent of a fraction, (a) the numerator
                                    of which shall equal the sum of (i) the
                                    aggregate unpaid principal balance of the
                                    Loans hereunder on such date and (ii) the
                                    aggregate outstanding principal balance of
                                    all loans under each Other Residual
                                    Financing Agreement as of such date and (b)
                                    the denominator of which shall equal the sum
                                    of (i) the Present Value of the Collateral
                                    hereunder (determined as of the most recent
                                    date calculated in accordance with Section
                                    3.12(a)) and (ii) the aggregate present
                                    value of all collateral securing Borrower's
                                    obligations to Lender under and as
                                    determined in each Other Residual Financing
                                    Agreement (determined as of the most recent
                                    date specified in each such Other Residual
                                    Financing Agreement; provided that, for
                                    purposes of this definition, with respect to
                                    the determination of the present value of
                                    collateral under any Other Residual
                                    Financing Agreement during the first six
                                    months of its effectiveness, such
                                    determination shall be deemed to equal the
                                    initial determination of the present value
                                    of the collateral under and as determined in
                                    such Other Residual Financing Agreement in
                                    connection with the initial borrowing
                                    thereunder).

                           (F)      The following definition of "Default Rate"
                                    is hereby added to Section 1 of the 97-1
                                    Agreement in the appropriate alphabetical
                                    order:

                                             "Default Rate" means, with respect
                                    to any Collection Period, the product of (i)
                                    twelve and (ii) a fraction, expressed as a
                                    percentage, (a) the numerator of which is
                                    the sum of (1) the aggregate of the
                                    Principal Balances of all Receivables that
                                    became Defaulted Receivables during such
                                    Collection Period and (2) the aggregate of
                                    the Principal Balances (as of the related
                                    repurchase date) of all Receivables that
                                    became Purchased Receivables during such
                                    Collection Period that were 30 days or more
                                    delinquent (calculated based on a 360-day
                                    year consisting of twelve 30-day months)
                                    with respect to more than 5% of a Scheduled
                                    Payment at the time of such repurchase and
                                    (b) the denominator of which is equal to the
                                    arithmetic average of the Pool Balance as of
                                    the end of

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                                    such Collection Period and the
                                    Pool Balance as of the end of the
                                    immediately preceding Collection Period.

                           (G)      The following definition of "Discount Rate"
                                    is hereby added to Section 1 of the 97-1
                                    Agreement in the appropriate alphabetical
                                    order:

                                             "Discount Rate" means 15% per
                                    annum.

                           (H)      The following definition of "Maintenance
                                    Advance Rate" is hereby added to Section 1
                                    of the 97-1 Agreement in the appropriate
                                    alphabetical order:

                                             "Maintenance Advance Rate" means,
                                    as of any Calculation Date, the rate which
                                    is 5% in excess of the Target Advance Rate
                                    with respect to such date.

                           (I)      The definition of "Maturity Date" is hereby
                                    amended and restated in its entirety to read
                                    as follows:

                                             "Maturity Date" means March 31,
                                    2000 (or if such day is not a Business Day,
                                    the next preceding Business Day); provided
                                    that if, prior to such date, the Pooling and
                                    Servicing Agreement is terminated pursuant
                                    to Section 10.01 thereof or the Originator
                                    or Servicer exercises its option to purchase
                                    the corpus of the Trust as provided in
                                    Section 10.02 of the Pooling and Servicing
                                    Agreement, the Maturity Date shall be the
                                    date of such termination or purchase, as the
                                    case may be.

                           (J)      The following definition of "Monthly
                                    Recovery Rate" is hereby added to Section 1
                                    of the 97-1 Agreement in the appropriate
                                    alphabetical order:

                                             "Monthly Recovery Rate" means, with
                                    respect to any Collection Period, a
                                    fraction, the numerator of which shall equal
                                    the sum of all Liquidation Proceeds and
                                    Recoveries for such Collection Period, and
                                    the denominator of which shall equal the sum
                                    of the principal balances of all Receivables
                                    which were actually liquidated during such
                                    Collection Period, in each case as reported
                                    in the related Servicer's Certificate.

                           (K)      The following definition of "Paydown
                                    Balance" is hereby added to Section 1 of the
                                    97-1 Agreement in the appropriate
                                    alphabetical order:

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                                             "Paydown Balance" has the meaning
                                    assigned thereto in the last sentence of
                                    Section 2.5 hereto.

                           (L)      The following definition of "Prepayment
                                    Rate" is hereby added to Section 1 of the
                                    97-1 Agreement in the appropriate
                                    alphabetical order:

                                             "Prepayment Rate" means as of any
                                    Calculation Date, the cumulative ABS rate
                                    (calculated according to the Uniform
                                    Practices for the Clearance and Settlement
                                    of Mortgage-Backed Securities and Other
                                    Related Securities of the Public Securities
                                    Association) for the most recent three
                                    months, calculated using the Principal
                                    Balance, APR, original term to maturity and
                                    remaining term to maturity of the
                                    Receivables as reported in the related
                                    Servicer's Certificates.

                           (M)      The following definition of "Present Value
                                    of the Collateral" is hereby added to
                                    Section 1 of the 97-1 Agreement in the
                                    appropriate alphabetical order:

                                             "Present Value of the Collateral"
                                    means, as of any Calculation Date, in the
                                    case of the Excess Cash Flow Certificate,
                                    the then current present value thereof,
                                    determined based upon the Valuation Rates
                                    (as modified by the Valuation Model) and
                                    calculated in accordance with Section
                                    3.12(a), and in all other cases, the then
                                    current market value of the Collateral.

                           (N)      The following definition of "Recovery Rate"
                                    is hereby added to Section 1 of the 97-1
                                    Agreement in the appropriate alphabetical
                                    order:

                                             "Recovery Rate" means, as of any
                                    Calculation Date, the arithmetic average of
                                    the Monthly Recovery Rates for the most
                                    recent three months.

                           (O)      The following definition of "Target Advance
                                    Rate" is hereby added to Section 1 of the
                                    97-1 Agreement in the appropriate
                                    alphabetical order:

                                             "Target Advance Rate" means, for
                                    any Calculation Date, 80%.

                           (P)      The following definition of "Valuation
                                    Model" is hereby added to Section 1 of the
                                    97-1 Agreement in the appropriate
                                    alphabetical order:

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                                             "Valuation Model" means, a
                                    proprietary cash flow valuation model in
                                    computer spread sheet form to be used by
                                    Lender in calculating the Present Value of
                                    the Collateral and making related
                                    calculations on each Calculation Date,
                                    consistent with the valuation model used by
                                    Lender to determine the increase in the
                                    amount of the Loans (as such term is defined
                                    in the 98-1 Agreement and the 98-2
                                    Agreement, as applicable) under the 98-1
                                    Agreement and the 98-2 Agreement and the
                                    reduction of Loans hereunder and the Loans
                                    (as such term is defined in the 97-2
                                    Agreement) under the 97-2 Agreement and the
                                    transactions contemplated hereby.

                           (Q)      The following definition of "Valuation
                                    Rates" is hereby added to Section 1 of the
                                    97-1 Agreement in the appropriate
                                    alphabetical order:

                                             "Valuation Rates" means,
                                    collectively, the Prepayment Rate, the
                                    Average Default Rate, the Recovery Rate and
                                    the Discount Rate.

                  (ii)     Section 2.5 of the 97-1 Agreement is hereby amended
                           by adding the following sentence to the end of such
                           Section:

                           Without limiting the foregoing, Borrower agrees repay
                           the following aggregate principal balance of the
                           Loans, in each case together with accrued and unpaid
                           interest thereon to but excluding the date of
                           repayment, on the following dates (x) U.S.
                           $1,361,104.50 on or prior to April 30, 1999 (or if
                           such day is not a Business Day, on the preceding
                           Business Day) and (y) U.S. $1,361,104.50 on or prior
                           to May 31, 1999 (or if such day is not a Business
                           Day, on the preceding Business Day) (the sum of the
                           amounts set forth in clauses (x) and (y) above, the
                           "Paydown Balance").

                  (iii)    The 97-1 Agreement is hereby amended by adding the
                           following Sections 3.12 and 3.13:

                                    Section 3.12. ADVANCE RATE MAINTENANCE;
                           RELEASE OF EXCESS COLLATERAL. (a) Lender shall
                           determine the Present Value of the Collateral and the
                           Advance Rate monthly within five Business Days
                           following each Remittance Date based upon the
                           Valuation Rates as modified by the Valuation Model
                           (each such date of determination, a "Calculation
                           Date").

                                    (b) In the event that as of any Calculation
                           Date the Advance Rate exceeds the Maintenance Advance
                           Rate, (i) Borrower shall, within one Business Day of
                           such Calculation Date, pay down the Loan or pledge
                           additional Collateral (and comply with the provisions
                           of Section 8.2(b)(ii)

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                           in respect thereof) in the amount necessary to
                           cause the Advance Rate not to exceed the
                           Maintenance Advance Rate and (ii) until such time
                           as the Advance Rate equals or is less than the
                           Maintenance Advance Rate, all funds received by
                           Borrower in respect of and Proceeds of all
                           Collateral shall be remitted by Borrower to Lender
                           in the manner set forth in Section 2.7(b) and
                           applied in the manner set forth in Section 2.7(c).

                                    (c) After the first Calculation Date on
                           which the Advance Rate exceeds the Maintenance
                           Advance Rate, in the event that at the determination
                           of the Advance Rate as contemplated in Section
                           3.12(a) (after such first Calculation Date) the
                           Advance Rate is less than the Target Advance Rate by
                           an amount such that, after giving effect to a release
                           of a Pledged Security (such released security, a
                           "Designated Security") as Collateral hereunder, the
                           Advance Rate would continue to be less than the
                           Target Advance Rate, Borrower may request (subject to
                           the conditions set forth in the next sentence) that
                           Lender release such Designated Security to Borrower.
                           So long as no Event of Default or Other RF Event of
                           Default has occurred and is continuing and so long as
                           the Additional Collateral Release Condition is
                           satisfied, Lender will release and deliver such
                           Designated Security to Borrower within five (5)
                           Business Days following such request, unless Lender
                           reasonably determines that, after giving effect to
                           such release, the Advance Rate would no longer
                           continue to be less than the Target Advance Rate.

                                    Section 3.13. VALUATION MODEL. In connection
                           with Lender's use of the Valuation Model, Borrower,
                           Guarantor and Lender each expressly acknowledge and
                           agree as follows:

                                    (a) Lender shall be entitled, in the case of
                           any manifest error or manifest inaccuracy contained
                           in the Valuation Model, to revise or modify the
                           Valuation Model to correct any such error or
                           inaccuracy and shall, as soon as reasonably
                           practicable, provide notice to Borrower of error or
                           inaccuracy. Following the revision or modification of
                           such revised or modified Valuation Model, all
                           calculations of the Present Value of the Collateral
                           and all related calculations shall be made on all
                           subsequent Calculation Dates in accordance with such
                           Valuation Model as so revised or modified.

                                    (b) Borrower and Guarantor hereby
                           acknowledge and agree that the Valuation Model is
                           proprietary to Lender, and that the Valuation Model
                           shall not be used by Borrower or Guarantor, or any of
                           their respective affiliates, subsidiaries, directors,
                           officers, agents or employees, as applicable
                           (collectively, the "AMC Group"), for any purpose
                           other than determining the Present Value of the
                           Collateral and making relating

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                           calculations in connection therewith, and shall at
                           all times be maintained by each member of the AMC
                           Group as confidential.

                                    (c) Lender makes no representation or
                           warranty (whether express or implied, oral or
                           written) as to the accuracy or completeness, or
                           fitness for a particular use, of the Valuation Model,
                           and assumes no responsibility whatsoever to any
                           member of the AMC Group in connection with any use of
                           such Valuation Model and, consequently, no member of
                           the AMC Group is relying upon Lender or the Valuation
                           Model in such regard.

                                    (d) In consideration of Lender's creation
                           and use of the Valuation Model, for which Lender is
                           not receiving any compensation, each member of the
                           AMC Group hereby unconditionally and irrevocably
                           releases and discharges Lender and its respective
                           affiliates, directors, officers, agents, employees
                           and representatives from, and agrees to indemnify,
                           hold harmless and reimburse any such party or parties
                           with respect to, any and all actions, liabilities,
                           losses, damages or claims of any kind or nature
                           whatsoever (including, without limitation, reasonable
                           attorney's fees and expenses), as incurred, that may
                           be imposed on or incurred by or asserted against any
                           such party or parties in any way relating to or
                           arising out of the use of such Valuation Model.

            (b)   THE 97-2 AGREEMENT AMENDMENTS. The 97-2 Agreement is hereby
                  amended as follows (capitalized terms used but not otherwise
                  defined in this clause (b) are, unless otherwise indicated,
                  used as defined in the 97-2 Agreement):

                  (i)      Section 1. DEFINITIONS. Section 1 of the 97-2
                           Agreement is hereby amended as follows:

                           (A)      The definition of "Default Rate" is hereby
                                    amended and restated in its entirety to read
                                    as follows:

                                             "Default Rate" means, with respect
                                    to any Collection Period, the product of (i)
                                    twelve and (ii) a fraction, expressed as a
                                    percentage, (a) the numerator of which is
                                    the sum of (1) the aggregate of the
                                    Principal Balances of all Receivables that
                                    became Defaulted Receivables during such
                                    Collection Period and (2) the aggregate of
                                    the Principal Balances (as of the related
                                    repurchase date) of all Receivables that
                                    became Purchased Receivables during such
                                    Collection Period that were 30 days or more
                                    delinquent (calculated based on a 360-day
                                    year consisting of twelve 30-day months)
                                    with respect to more than 5% of a Scheduled
                                    Payment at the time of such repurchase and
                                    (b) the denominator of which is equal to the
                                    arithmetic average of the Pool Balance as of
                                    the end of

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                                    such Collection Period and the Pool
                                    Balance as of the end of the immediately
                                    preceding Collection Period.

                           (B)      The definition of "Valuation Model" is
                                    hereby amended by adding the following
                                    phrase at the end of such definition:

                                             ", consistent with the valuation
                                    model used by Lender to determine the
                                    increase in the amount of the Loans (as such
                                    term is defined in the 98-1 Agreement and
                                    the 98-2 Agreement, as applicable) under the
                                    98-1 Agreement and the 98-2 Agreement and
                                    the reduction of Loans hereunder and the
                                    Loans (as such term is defined in the 97-1
                                    Agreement) under the 97-1 Agreement and the
                                    transactions contemplated hereby."

            (c)   THE 98-1 AGREEMENT AMENDMENTS. The 98-1 Agreement is hereby
                  amended as follows (capitalized terms used but not otherwise
                  defined in this clause (c) are, unless otherwise indicated,
                  used as defined in the 98-1 Agreement):

                  (i)      Section 1. DEFINITIONS. Section 1 of the 98-1
                           Agreement is hereby amended as follows:

                           (A)      The definition of "Additional Advance " is
                                    hereby added to Section 1 of the 98-1
                                    Agreement in the appropriate alphabetical
                                    order:

                                             "Additional Advance" has the
                                    meaning assigned to thereto in Section 2.1
                                    hereof.

                           (B)      The definition of "Default Rate" is hereby
                                    amended and restated in its entirety to read
                                    as follows:

                                             "Default Rate" means, with respect
                                    to any Collection Period, the product of (i)
                                    twelve and (ii) a fraction, expressed as a
                                    percentage, (a) the numerator of which is
                                    the sum of (1) the aggregate of the
                                    Principal Balances of all Receivables that
                                    became Defaulted Receivables during such
                                    Collection Period and (2) the aggregate of
                                    the Principal Balances (as of the related
                                    repurchase date) of all Receivables that
                                    became Purchased Receivables during such
                                    Collection Period that were 30 days or more
                                    delinquent (calculated based on a 360-day
                                    year consisting of twelve 30-day months)
                                    with respect to more than 5% of a Scheduled
                                    Payment at the time of such repurchase and
                                    (b) the denominator of which is equal to the
                                    arithmetic average of the Pool Balance as of
                                    the end of such Collection Period and the
                                    Pool Balance as of the end of the
                                    immediately preceding Collection Period.

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                           (C)      The definition of "Loan" is hereby amended
                                    by adding the following proviso at the end
                                    of such definition: ", provided that the
                                    term "Loan" shall for all purposes include
                                    the Additional Advance."

                           (D)      The definition of "Target Advance Rate" is
                                    hereby amended and restated in its entirety
                                    to read as follows:

                                             "Target Advance Rate" means, for
                                    any Calculation Date, 80%.

                           (E)      The definition of "Valuation Model" is
                                    hereby amended by adding the following
                                    phrase at the end of such definition:

                                             ", consistent with the valuation
                                    model used by Lender to determine the
                                    increase in the amount of the Loan hereunder
                                    and the Loan (as such term is defined in the
                                    98-2 Agreement) under the 98-2 Agreement and
                                    the reduction of Loans (as such term is
                                    defined in the 97-1 Agreement and the 97-2
                                    Agreement, as applicable) under the 97-1
                                    Agreement and the 97-2 Agreement and the
                                    transactions contemplated hereby.

                  (ii)     Section 2.1 of the 98-1 Agreement is hereby amended
                           by adding the following sentences to the end of such
                           Section:

                           "Subject to the terms and conditions of this
                           Agreement, Lender agrees to lend to Borrower on March
                           31, 1999, an aggregate principal amount of U.S.
                           $4,303,898.00 (Four Million Three Hundred Three
                           Thousand Eight Hundred Ninety Eight Dollars) (the
                           "Additional Advance"). The proceeds of the Additional
                           Advance will be used by Borrower to pay Lender
                           amounts owed in respect of Loans (as such defined in
                           the 97-1 Agreement and the 97-2 Agreement, as
                           applicable) under the 97-1 Agreement and the 97-2
                           Agreement. The Additional Advance shall increase the
                           unpaid principal balance of the Loan and shall
                           constitute part of the Loan for all purposes."

                  (iii)    Section 2.3(a) of the 98-1 Agreement is hereby
                           amended by adding the following sentence to the end
                           of such Section:

                           "Borrower shall execute and deliver to Lender on or
                           prior to March 31, 1999 a replacement Note evidencing
                           the increase in the amount of the Loan as a result of
                           the Additional Advance pursuant to Section 2.1."

            (d)   THE 98-2 AGREEMENT AMENDMENTS. The 98-2 Agreement is hereby
                  amended as follows (capitalized terms used but not otherwise
                  defined in this clause (d) are, unless otherwise indicated,
                  used as defined in the 98-2 Agreement):

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                  (i)      Section 1. DEFINITIONS. Section 1 of the 98-2
                           Agreement is hereby amended as follows:

                           (A)      The definition of "Additional Advance " is
                                    hereby added to Section 1 of the 98-1
                                    Agreement in the appropriate alphabetical
                                    order:

                                             "Additional Advance" has the
                                    meaning assigned to thereto in Section 2.1
                                    hereof.

                           (B)      The definition for "Default Rate" is hereby
                                    amended and restated in its entirety to read
                                    as follows:

                                             "Default Rate" means, with respect
                                    to any Collection Period, the product of (i)
                                    twelve and (ii) a fraction, expressed as a
                                    percentage, (a) the numerator of which is
                                    the sum of (1) the aggregate of the
                                    Principal Balances of all Receivables that
                                    became Defaulted Receivables during such
                                    Collection Period and (2) the aggregate of
                                    the Principal Balances (as of the related
                                    repurchase date) of all Receivables that
                                    became Purchased Receivables during such
                                    Collection Period that were 30 days or more
                                    delinquent (calculated based on a 360-day
                                    year consisting of twelve 30-day months)
                                    with respect to more than 5% of a Scheduled
                                    Payment at the time of such repurchase and
                                    (b) the denominator of which is equal to the
                                    arithmetic average of the Pool Balance as of
                                    the end of such Collection Period and the
                                    Pool Balance as of the end of the
                                    immediately preceding Collection Period.

                           (C)      The definition of "Loan" is hereby amended
                                    by adding the following proviso at the end
                                    of such definition: "; provided that the
                                    term "Loan" shall for all purposes include
                                    the Additional Advance."

                           (D)      The definition of "Valuation Model" is
                                    hereby amended by adding the following
                                    phrase at the end of such definition:

                                             ", consistent with the valuation
                                    model used by Lender to determine the
                                    increase in the amount of the Loan hereunder
                                    and the Loan (as such term is defined in the
                                    98-1 Agreement) under the 98-1 Agreement and
                                    the reduction of Loans (as such term is
                                    defined in the 97-1 Agreement and the 97-2
                                    Agreement, as applicable) under the 97-1
                                    Agreement and the 97-2 Agreement and the
                                    transactions contemplated hereby.

                  (ii)     Section 2.1 of the 98-2 Agreement is hereby amended
                           by adding the following sentences to the end of such
                           Section:

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                           "Subject to the terms and conditions of this
                           Agreement, Lender agrees to lend to Borrower on March
                           31, 1999, an aggregate principal amount of U.S.
                           $300,000.00 (Three Hundred Thousand Dollars) (the
                           "Additional Advance"). The proceeds of the Additional
                           Advance will be used by Borrower to pay Lender
                           amounts owed in respect of Loans (as such term is
                           defined in the 97-1 Agreement and the 97-2 Agreement,
                           as applicable) under the 97-1 Agreement and the 97-2
                           Agreement. The Additional Advance shall increase the
                           unpaid principal balance of the Loan and shall
                           constitute part of the Loan for all purposes."

                  (iii)    Section 2.3(a) of the 98-2 Agreement is hereby
                           amended by adding the following sentence to the end
                           of such Section:

                           "Borrower shall execute and deliver to Lender on or
                           prior to March 31, 1999 a replacement Note evidencing
                           the increase in the amount of the Loan as a result of
                           the Additional Advance pursuant to Section 2.1."

         3. OMNIBUS AMENDMENTS.

                  (i)      Section 2.5 of each of the 98-1 Agreement and the
                           98-2 Agreement is hereby amended by deleting the
                           phrase "the last sentence of Section 2.7(a)" and
                           replacing it with the following reference: "Section
                           2.7(b)".

                  (ii)     The definition of "Present Value of the Collateral"
                           in each of the 97-2 Agreement, the 98-1 Agreement and
                           the 98-2 Agreement is hereby amended by inserting the
                           following parenthetical phrase after the term
                           "Valuation Rates" where it appears therein: "(as
                           modified by the Valuation Model)".

                  (iii)    Section 3.12 of each of the 97-2 Agreement, the 98-1
                           Agreement and the 98-2 Agreement is hereby amended by
                           inserting the words " as modified by the Valuation
                           Model" after the term "Valuation Rates" where it
                           appears therein.

                  (iv)     Section 5 of each Residual Financing Agreement is
                           hereby amended by adding the following covenant the
                           end of such Section:

                                    "YEAR 2000 COMPLIANCE. Guarantor shall
                           demonstrate on or prior to September 30, 1999 to
                           Lender's satisfaction (which shall be in Lender's
                           sole discretion) that the Guarantor's computer
                           systems are Year 2000 Compliant. "Year 2000
                           Compliant" means generally that neither performance
                           nor functionality of any computer hardware or
                           software is affected by dates prior to, during, or
                           after the Year 2000. In particular: (a) no value for
                           current date will cause any interruption in
                           operation; (b) date based functionality must behave
                           consistently for dates prior to, during and

                                          12
<Page>

                           after the Year 2000; (c) in all interfaces and
                           data storage, the century in any date must be
                           specified either explicitly or by unambiguous
                           algorithms or interferencing rules; and (d) Year
                           2000 must be recognized as a leap year.

                  (v)      The defined terms "97-1 Agreement," "97-2 Agreement,"
                           "98-1 Agreement" and "98-2 Agreement" shall be used
                           in the Residual Financing Agreements as defined
                           herein; provided that when used in the Residual
                           Financing Agreements such terms shall include
                           amendments, supplements and modifications thereto in
                           accordance with their terms after the date hereof.

                  (vi)     For the avoidance of doubt, the parties hereto
                           acknowledge and agree that Exhibit G to each Residual
                           Financing Agreement contains references to each other
                           Residual Financing Agreement.

                  (vii)    For the avoidance of doubt, the parties hereto
                           acknowledge and agree that the term "Other RF
                           Obligations" under each Residual Financing Agreement
                           includes all obligations of Guarantor, as borrower,
                           to Lender under the Warehouse Lending Agreement and
                           the Security Agreement, and that Exhibit G to each
                           Residual Financing Agreement contains a reference to
                           the Warehouse Lending Agreement and the Security
                           Agreement.

         4. CONDITIONS PRECEDENT TO AMENDMENT. The obligations of Lender to
enter into this Omnibus Amendment Agreement, and to perform its obligations
hereunder, are subject to the fulfillment of each condition precedent set forth
in Exhibit A hereto.

         5. CONDITIONS SUBSEQUENT TO AMENDMENT. The obligations of Lender to
enter into this Omnibus Amendment Agreement, and to perform its obligations
hereunder, are subject to the fulfillment of each condition subsequent set forth
in Exhibit B hereto (each an "Amendment Condition Subsequent") on or prior to
the dates specified for each such Amendment Condition Subsequent in Exhibit B
hereto (each such date, an "Expiration Date"). In the event that any Amendment
Condition Subsequent is not fulfilled on or prior to its related Expiration
Date, this Omnibus Amendment Agreement shall be of no force and effect AB INITIO
and shall not be binding on the parties hereto.

         6. EXPENSES. Each of Borrower and Guarantor shall pay to Lender
(without duplication), on demand, any and all fees, costs and expenses
(including reasonable fees and expenses of counsel) incurred by Lender in
connection with the preparation, execution, delivery and performance of this
Omnibus Amendment Agreement.

                                          13
<Page>

         7. CONFIRMATIONS; REPRESENTATIONS AND WARRANTIES.

            (a)   Except as expressly amended hereby, all of the terms of each
                  Residual Financing Agreement shall remain in full force and
                  effect and are hereby ratified and confirmed in all respects.

            (b)   All presently outstanding and new Loans, as defined in each
                  Residual Financing Agreement, made under such Residual
                  Financing Agreement (including without limitation in the case
                  of the Loan under and as defined in the 98-1 Agreement and the
                  Loan under and as defined in the 98-2 Agreement, the
                  Additional Advance made under the 98-1 Agreement and the 98-2
                  Agreement, as applicable) (together with accrued interest
                  thereon pursuant to the terms of such Residual Financing
                  Agreement) shall constitute "Obligations" under such Residual
                  Financing Agreement and "Other RF Obligations" under each
                  other Residual Financing Agreement.

            (c)   Each of Borrower and Guarantor hereby represents and warrants
                  to Lender that (i) it has the requisite power and authority,
                  and legal right, to execute and deliver this Omnibus Amendment
                  Agreement and to perform its obligations under this Omnibus
                  Amendment Agreement and each Residual Financing Agreement as
                  amended by this Omnibus Amendment Agreement, (ii) it has taken
                  all necessary corporate and legal action to duly authorize the
                  execution and delivery of this Omnibus Amendment Agreement and
                  the performance of its obligations under this Omnibus
                  Amendment Agreement and each Residual Financing Agreement as
                  amended by this Omnibus Amendment Agreement, (iii) this
                  Omnibus Amendment Agreement has been duly executed and
                  delivered by it, (iv) each of this Omnibus Amendment Agreement
                  and each Residual Financing Agreement as amended by this
                  Omnibus Amendment Agreement constitutes its legal, valid and
                  binding obligation enforceable against it in accordance with
                  its terms, except as enforceability may be limited by
                  applicable bankruptcy, insolvency, reorganization, moratorium
                  or similar laws affecting the rights of creditors generally
                  and by general equitable principles (whether enforcement is
                  sought by proceedings in equity or at law) and (v) after
                  giving effect to this Omnibus Amendment Agreement, no Default
                  or Event of Default under any Residual Financing Agreement has
                  occurred and is continuing.

            (d)   Each representation and warranty contained in each Residual
                  Financing Agreement is true and correct and is hereby restated
                  and affirmed.

            (e)   Each covenant contained in the each Residual Financing
                  Agreement is hereby restated and affirmed.

            (f)   Lender hereby confirms that, after giving effect to the
                  application of (i) the proceeds of the Additional Advance made
                  on the date hereof pursuant to Section 2.1 of the 98-1
                  Agreement, (ii) the proceeds of the Additional Advance

                                          14
<Page>

                  made on the date hereof pursuant to Section 2.1 of the 98-2
                  Agreement and (iii) the payment made by Borrower on the
                  date hereof as set forth in paragraph 5 of Exhibit A
                  hereto, the aggregate unpaid principal balance of the Loans
                  under the 97-1 Agreement shall equal $9,072,152.23 and the
                  aggregate unpaid principal balance of the Loan under the
                  97-2 Agreement shall equal $9,661,209.04, in each case as
                  of the date hereof.

         8. FURTHER ASSURANCES. The parties hereto hereby agree to execute and
deliver such additional documents, instruments or agreements as may be
reasonably necessary and appropriate to effectuate the purposes of this Omnibus
Amendment Agreement.

         9. CONFLICTS. In the event of a conflict of any provision hereof with
any provision or definition set forth in a Residual Financing Agreement, the
provisions and definitions of this Omnibus Amendment Agreement shall control.

         10. GOVERNING LAW. THIS OMNIBUS AMENDMENT AGREEMENT SHALL BE GOVERNED
BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.

         11. SEVERABILITY. Any provision of this Omnibus Amendment Agreement or
a Residual Financing Agreement which is prohibited, unenforceable or not
authorized in any jurisdiction shall, as to such jurisdiction, be ineffective to
the extent of such prohibition, unenforceability or non-authorization without
invalidating the remaining provisions hereof or thereof or affecting the
validity, enforceability or legality of such provisions in any other
jurisdiction.

         12. BINDING EFFECT. This Amendment shall be binding upon and shall be
enforceable by parties hereto and their respective successors and permitted
assigns.

         13. HEADINGS. The headings appearing in this Omnibus Amendment
Agreement are included solely for convenience of reference and are not intended
to affect the interpretation of any other provision of this Omnibus Amendment
Agreement.

         14. COUNTERPARTS. This Amendment may be signed in any number of
counterparts which, taken together, shall constitute a full and original
agreement for all purposes.

                                          15
<Page>


         IN WITNESS WHEREOF, the parties hereto have caused this Omnibus
Amendment Agreement to be duly executed and delivered by their respective
authorized officers as of the date first above written.

                                              LONG BEACH ACCEPTANCE
                                              RECEIVABLES CORP., as Borrower

                                              By:  _____________________________
                                                   Name:
                                                   Title:

                                              LONG BEACH ACCEPTANCE CORP., as
                                              Guarantor

                                              By:  _____________________________
                                                   Name:
                                                   Title:

                                              GREENWICH CAPITAL FINANCIAL
                                              PRODUCTS, INC., as Lender

                                              By:  _____________________________
                                                   Name:
                                                   Title:

                                          16
<Page>


                                                                       EXHIBIT A
                              CONDITIONS PRECEDENT

Borrower and the Guarantor shall deliver or cause to be delivered to Lender the
following, in each case in form and substance satisfactory to Lender:

         1.       Replacement Promissory Notes executed by Borrower under the
                  98-1 Agreement and the 98-2 Agreement (in the forms attached
                  as Exhibits E and F, respectively, to this Omnibus Amendment
                  Agreement).

         2.       Letter of Guarantor acknowledging that each of the Guarantees
                  relates to the related Residual Financing Agreement as amended
                  by this Omnibus Amendment Agreement, in the form attached to
                  this Omnibus Amendment Agreement as Exhibit C.

         3.       Letter of Ameriquest Mortgage Company acknowledging that each
                  of the AMC Guarantees relates to the related Residual
                  Financing Agreement as amended by this Omnibus Amendment
                  Agreement, in the form attached to this Omnibus Amendment
                  Agreement as Exhibit D.

         4.       Such other opinions, documents and instruments as Lender or
                  its counsel shall reasonably request.

         5.       The Lender shall have received from Borrower on or prior to
                  March 31, 1999 an aggregate amount equal to U.S.
                  $2,588,107.78, to be applied by Lender in respect of amounts
                  owed under the 97-1 Agreement and the 97-2 Agreement.


                                          A-1
<Page>

                                                                       EXHIBIT B
                              CONDITIONS SUBSEQUENT

Borrower shall cause the following Amendment Conditions Subsequent to occur by
the Expiration Dates specified:

         1.       Borrower shall repay U.S. $1,361,104.50 aggregate principal
                  balance of the Loans under the 97-1 Agreement (together with
                  accrued but unpaid interest thereon to but excluding the date
                  of repayment) on or prior to April 30, 1999 (or if such day is
                  not a Business Day, on the preceding Business Day).

         2.       Borrower shall repay U.S. $1,361,104.50 aggregate principal
                  balance of the Loans under the 97-1 Agreement (together with
                  accrued but unpaid interest thereon to but excluding the date
                  of repayment) on or prior to May 31, 1999 (or if such day is
                  not a Business Day, on the preceding Business Day).

         3.       Opinion of Dewey Ballantine, special counsel to Borrower and
                  Guarantor, in form and substance satisfactory to Lender, shall
                  be delivered to Lender on or prior to April 15, 1999.

         4.       Secretary's Certificate and Incumbency Certificate of Borrower
                  (including certified resolutions of Borrower's board of
                  directors relating to the Residual Financing Agreements as
                  amended by this Omnibus Amendment Agreement), in form and
                  substance satisfactory to Lender, shall be delivered to Lender
                  on or prior to April 15, 1999.

         5.       Secretary's Certificate and Incumbency Certificate of
                  Guarantor (including certified resolutions of Guarantor's
                  board of directors relating to the Residual Financing
                  Agreements as amended by this Omnibus Amendment Agreement), in
                  form and substance satisfactory to Lender, shall be delivered
                  to Lender on or prior to April 15, 1999.


                                          B-1
<Page>

                                                                       EXHIBIT C
                                [LBAC LETTERHEAD]

                                   March 31, 1999



Greenwich Capital Financial Products, Inc.
600 Steamboat Road
Greenwich, Connecticut  06830

Ladies and Gentlemen:

         Reference is made to (i) the Credit and Security Agreement dated as of
March 31, 1997 (as amended, supplemented or otherwise modified prior to the date
hereof, the "Original 97-1 Agreement") among Long Beach Acceptance Receivables
Corp. ("Borrower"), Long Beach Acceptance Corp. ("Guarantor") and Greenwich
Capital Financial Products, Inc. ("Lender"), (ii) the Credit and Security
Agreement dated as of August 29, 1997 (as amended, supplemented or otherwise
modified prior to the date hereof, the "Original 97-2 Agreement") among
Borrower, Guarantor and Lender, (iii) the Credit and Security Agreement dated as
of January 30, 1998 (as amended, supplemented or otherwise modified prior to the
date hereof, the "Original 98-1 Agreement") among Borrower, Guarantor and
Lender, (iv) the Credit and Security Agreement dated as of November 25, 1998 (as
amended, supplemented or otherwise modified prior to the date hereof, the
"Original 98-2 Agreement"; and collectively with the Original 97-1 Agreement,
the Original 97-2 Agreement and the Original 98-1 Agreement, the "Original
Residual Financing Agreements", and each individually, an "Original Residual
Financing Agreement") among Borrower, Guarantor and Lender, (v) the Guarantee by
Guarantor dated as of March 31, 1997 (the "97-1 Guarantee") in favor of Lender,
(vi) the Guarantee by Guarantor dated as of August 27, 1997 (the "97-2
Guarantee") in favor of Lender, (vii) the Guarantee by Guarantor dated as of
January 30, 1998 (the "98-1 Guarantee") in favor of Lender, (viii) the Guarantee
by Guarantor dated as of November 25, 1998 (the "98-2 Guarantee"; and
collectively with the 97-1 Guarantee, the 97-2 Guarantee and the 98-1 Guarantee,
the " Guarantees", and each individually, an "Guarantee") in favor of Lender,
and (ix) the Omnibus Amendment Agreement dated as of March 31, 1999 (the
"Omnibus Amendment Agreement") among Borrower, Guarantor and Lender. The
Original 97-1 Agreement, the Original 97-2 Agreement, the Original 98-1
Agreement and the Original 98-2 Agreement, as amended by the Omnibus Amendment
Agreement, as the same may be amended, supplemented or otherwise modified from
time to time in accordance with the respective terms thereof are referred to
herein as the "97-1 Agreement," the "97-2 Agreement," the "98-1 Agreement" and
the "98-2 Agreement," respectively, and collectively, the "Residual Financing
Agreements", and each individually, a "Residual Financing Agreement".
Capitalized terms used but not otherwise defined herein are used as defined in
the applicable Guarantee.

                                          C-1
<Page>

         For good and valuable consideration, the receipt and sufficiency of
which we hereby acknowledge, we hereby agree and confirm that (i) we
unconditionally and irrevocably guarantee to Lender, or any successor in
interest of Lender, the due, punctual and complete payment and performance by
Borrower when and as due, whether at the stated maturity, by acceleration, upon
one or more dates set for repayment or prepayment or otherwise, of the
Obligations, (ii) all Loans outstanding under each Residual Financing Agreement
(including without limitation, in the case of the 98-1 Agreement, the Additional
Advance made thereunder, and in the case of the 98-2 Agreement, the Additional
Advance made thereunder) (in each case together with interest accrued thereon
pursuant to the terms of such Residual Financing Agreement) shall constitute
"Obligations" under such Residual Financing Agreement, (iii) all "Obligations"
under each Residual Financing Agreement shall constitute "Obligations" under the
related Guarantee, and (iv) all of the terms of the Guarantees remain in full
force and effect and are hereby ratified and confirmed in all respects.

                                                Very truly yours,

                                                LONG BEACH ACCEPTANCE CORP.


                                                By:   __________________________
                                                      Name:
                                                      Title:

                                          C-2
<Page>

                                                                       EXHIBIT D
                                [AMC LETTERHEAD]

                                  March 31, 1999



Greenwich Capital Financial Products, Inc.
600 Steamboat Road
Greenwich, Connecticut  06830

Ladies and Gentlemen:

         Reference is made to (i) the Credit and Security Agreement dated as of
March 31, 1997 (as amended, supplemented or otherwise modified prior to the date
hereof, the "Original 97-1 Agreement") among Long Beach Acceptance Receivables
Corp. ("Borrower"), Long Beach Acceptance Corp. ("LBAC") and Greenwich Capital
Financial Products, Inc. ("Lender"), (ii) the Credit and Security Agreement
dated as of August 29, 1997 (as amended, supplemented or otherwise modified
prior to the date hereof, the "Original 97-2 Agreement") among Borrower, LBAC
and Lender, (iii) the Credit and Security Agreement dated as of January 30, 1998
(as amended, supplemented or otherwise modified prior to the date hereof, the
"Original 98-1 Agreement") among Borrower, LBAC and Lender, (iv) the Credit and
Security Agreement dated as of November 25, 1998 (as amended, supplemented or
otherwise modified prior to the date hereof, the "Original 98-2 Agreement"; and
collectively with the Original 97-1 Agreement, the Original 97-2 Agreement and
the Original 98-1 Agreement, the "Original Residual Financing Agreements", and
each individually, an "Original Residual Financing Agreement") among Borrower,
LBAC and Lender, (v) the LBMC Guarantee by Ameriquest Mortgage Company (as
successor of Long Beach Mortgage Company) dated as of March 31, 1997 (the "97-1
AMC Guarantee") in favor of Lender, (vi) the AMC Guarantee by Ameriquest
Mortgage Company dated as of August 27, 1997 (the "97-2 AMC Guarantee") in favor
of Lender, (vii) the AMC Guarantee by Ameriquest Mortgage Company dated as of
January 30, 1998 (the "98-1 AMC Guarantee") in favor of Lender, (viii) the AMC
Guarantee by Ameriquest Mortgage Company dated as of November 25, 1998 (the
"98-2 AMC Guarantee"; and collectively with the 97-1 AMC Guarantee, the 97-2 AMC
Guarantee and the 98-1 AMC Guarantee, the "AMC Guarantees", and each
individually, an "AMC Guarantee") in favor of Lender, (ix) the Guarantee by LBAC
dated as of March 31, 1997 (the "97-1 LBAC Guarantee") in favor of Lender, (x)
the Guarantee by LBAC dated as of August 27, 1997 (the "97-2 LBAC Guarantee") in
favor of Lender, (xi) the Guarantee by LBAC dated as of January 30, 1998 (the
"98-1 LBAC Guarantee") in favor of Lender, (xii) the Guarantee by LBAC dated as
of November 25, 1998 (the "98-2 LBAC Guarantee"; and collectively with the 97-1
LBAC Guarantee, the 97-2 LBAC Guarantee and the 98-1 LBAC Guarantee, the "LBAC
Guarantees", and each individually, a "LBAC Guarantee") in favor of Lender, and
(xiii) the Omnibus Amendment Agreement dated as of March 31, 1999 (the "Omnibus
Amendment Agreement") among Borrower, LBAC, as guarantor, and Lender. The
Original 97-1 Agreement, the Original 97-2 Agreement, the Original

                                          D-1
<Page>

98-1 Agreement and the Original 98-2 Agreement, as amended by the Omnibus
Amendment Agreement, as the same may be amended, supplemented or otherwise
modified from time to time in accordance with the respective terms thereof
are referred to herein as the "97-1 Agreement," the "97-2 Agreement," the
"98-1 Agreement" and the "98-2 Agreement," respectively, and collectively,
the "Residual Financing Agreements", and each individually, a "Residual
Financing Agreement". Capitalized terms used but not otherwise defined herein
are used as defined in the applicable AMC Guarantee.

         For good and valuable consideration, the receipt and sufficiency of
which we hereby acknowledge, we hereby agree and confirm that (i) we
unconditionally and irrevocably guarantee to Lender, or any successor in
interest of Lender, the due, punctual and complete payment and performance by
LBAC when and as due, whether at the stated maturity, by acceleration, upon one
or more dates set for repayment or prepayment or otherwise, of the LBAC
Obligations, (ii) all Loans outstanding under each Residual Financing Agreement
(including without limitation, in the case of the 98-1 Agreement, the Additional
Advance made thereunder, and in the case of the 98-2 Agreement, the Additional
Advance made thereunder) (in each case together with interest accrued thereon
pursuant to the terms of such Residual Financing Agreement) shall constitute
"Obligations" under such Residual Financing Agreement, (iii) all "Obligations"
under each Residual Financing Agreement shall constitute "LBAC Obligations"
under the related AMC Guarantee, and (iv) all of the terms of the AMC Guarantees
remain in full force and effect and are hereby ratified and confirmed in all
respects.

                                                Very truly yours,

                                                AMERIQUEST MORTGAGE COMPANY


                                                By:   __________________________
                                                      Name:
                                                      Title:

                                          D-2
<Page>

                                                                       EXHIBIT E
                   GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.

                                 PROMISSORY NOTE


                                                                  March 31, 1999

Amount: U.S. $10,803,898.00

         FOR VALUE RECEIVED, LONG BEACH ACCEPTANCE RECEIVABLES CORP. (the
"Borrower") unconditionally promises to pay on the Maturity Date (as defined in
the Agreement referred to below) to the order of Greenwich Capital Financial
Products, Inc. (the "Lender") in Federal or other immediately available funds in
lawful money of the United States the principal sum of TEN MILLION EIGHT HUNDRED
THREE THOUSAND EIGHT HUNDRED NINETY EIGHT DOLLARS (U.S. $10,803,898.00) or, if
less, the aggregate unpaid principal amount of the Loans made by Lender to
Borrower pursuant to the Agreement, and to pay interest thereon from the date
hereof until this Note is repaid in like money at the rates per annum and in the
manner set forth in the Agreement.

         The principal of and interest on this Note shall be payable in
immediately available funds without set-off or counterclaim, in the manner set
forth in the Agreement.

         This Note is issued pursuant to the terms of a Credit and Security
Agreement dated as of January 30, 1998 among Borrower, Lender and Long Beach
Acceptance Corp., as Guarantor (as amended from time to time, the "Agreement"),
and is subject to the terms thereof and is entitled to the benefits therein
provided.

         Upon the occurrence of an Event of Default (as defined in the
Agreement), the principal of and accrued interest on this Note may be declared
due and payable in the manner and with the effect provided in the Agreement,
without presentment, demand, protest or notice of any kind, each of which is
hereby expressly waived by Borrower.

         THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW
OF THE STATE OF NEW YORK.

                                       LONG BEACH ACCEPTANCE RECEIVABLES CORP.


                                       By:    __________________________________
                                              Name:
                                              Title:

                                          E-1
<Page>

                                                                       EXHIBIT F
                   GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.

                                 PROMISSORY NOTE


                                                                  March 31, 1999

Amount: U.S. $3,000,000.00

         FOR VALUE RECEIVED, LONG BEACH ACCEPTANCE RECEIVABLES CORP. (the
"Borrower") unconditionally promises to pay on the Maturity Date (as defined in
the Agreement referred to below) to the order of Greenwich Capital Financial
Products, Inc. (the "Lender") in Federal or other immediately available funds in
lawful money of the United States the principal sum of THREE MILLION DOLLARS
(U.S. $3,000,000.00) or, if less, the aggregate unpaid principal amount of the
Loan made by Lender to Borrower pursuant to the Agreement, and to pay interest
thereon from the date hereof until this Note is repaid in like money at the
rates per annum and in the manner set forth in the Agreement.

         The principal of and interest on this Note shall be payable in
immediately available funds without set-off or counterclaim, in the manner set
forth in the Agreement.

         This Note is issued pursuant to the terms of a Credit and Security
Agreement dated as of November 25, 1998 among Borrower, Lender and Long Beach
Acceptance Corp., as Guarantor (as amended from time to time, the "Agreement"),
and is subject to the terms thereof and is entitled to the benefits therein
provided.

         Upon the occurrence of an Event of Default (as defined in the
Agreement), the principal of and accrued interest on this Note may be declared
due and payable in the manner and with the effect provided in the Agreement,
without presentment, demand, protest or notice of any kind, each of which is
hereby expressly waived by Borrower.

         THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW
OF THE STATE OF NEW YORK.

                                       LONG BEACH ACCEPTANCE RECEIVABLES CORP.


                                       By:    __________________________________
                                              Name:
                                              Title:

                                          F-1
<Page>

                                                                  EXECUTION COPY



                        OMNIBUS AMENDMENT AGREEMENT NO. 2

         This OMNIBUS AMENDMENT AGREEMENT NO. 2, dated as of August 12, 1999
(this "Omnibus Amendment Agreement"), is made among (i) LONG BEACH ACCEPTANCE
RECEIVABLES CORP., a Delaware corporation ("Borrower"), (ii) LONG BEACH
ACCEPTANCE CORP., a Delaware corporation ("Guarantor"), and (iii) GREENWICH
CAPITAL FINANCIAL PRODUCTS, INC., a Delaware corporation ("Lender").

                                   WITNESSETH:

         WHEREAS, Borrower, Lender and Guarantor are parties to (i) the Credit
and Security Agreement dated as of March 31, 1997 (as amended, supplemented or
otherwise modified prior to the date hereof, the "97-1 Agreement"), (ii) the
Credit and Security Agreement dated as of August 29, 1997 (as amended,
supplemented or otherwise modified prior to the date hereof, the "97-2
Agreement"), (iii) the Credit and Security Agreement dated as of January 30,
1998 (as amended, supplemented or otherwise modified prior to the date hereof,
the "98-1 Agreement"), (iv) the Credit and Security Agreement dated as of
November 25, 1998 (as amended, supplemented or otherwise modified prior to the
date hereof, the "98-2 Agreement") and (v) the Credit and Security Agreement
dated as of August 12, 1999 (the "99-1 Agreement" and, collectively with the
97-1 Agreement, the 97-2 Agreement, the 98-1 Agreement and the 98-2 Agreement,
the "Residual Financing Agreements", and each individually, a "Residual
Financing Agreement"), in each case whereby Lender has made certain loans to
Borrower which are guaranteed by Guarantor and Ameriquest Mortgage Company
("AMC") pursuant to certain guarantees referred to therein, and which loans are
secured by, among other things, the collateral identified in the Residual
Financing Agreements and certain collateral pledged under the Security Agreement
dated as of January 30, 1998 (as amended, supplemented or otherwise modified
from time to time in accordance with the terms thereof, the "Security
Agreement") made by Guarantor, as pledgor, in favor of Lender, as pledgee (which
Security Agreement also secures obligations of Guarantor under the Warehouse
Lending Agreement dated as of January 30, 1998 (as amended, supplemented or
otherwise modified from time to time in accordance with the terms thereof, the
"Warehouse Loan Agreement") between Guarantor, as borrower, and Lender); and

         WHEREAS, Borrower, Lender and Guarantor have agreed to make certain
amendments to the 97-2 Agreement and the 98-2 Agreement as provided herein.

         NOW, THEREFORE, in consideration of the mutual agreements hereinafter
set forth, and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto hereby agree as
follows:

1. DEFINITIONS. Capitalized terms used, but not otherwise defined herein, shall
have the meanings ascribed thereto in the applicable Residual Financing
Agreement.

<Page>

2. AMENDMENTS.

         (a)      THE 97-2 AGREEMENT AMENDMENTS. The 97-2 Agreement is hereby
                  amended as follows (capitalized terms used but not otherwise
                  defined in this clause (a) are, unless otherwise indicated,
                  used as defined in the 97-2 Agreement):

                  (i)      Section 1. DEFINITIONS. Section 1 of the 97-2
                           Agreement is hereby amended as follows:

                           (A)      The definition of "Maturity Date" is hereby
                                    amended and restated in its entirety to read
                                    as follows:

                                             "Maturity Date" means August 29,
                                    2000 (or if such day is not a Business Day,
                                    the next preceding Business Day); provided
                                    that if, prior to such date, the Pooling and
                                    Servicing Agreement is terminated pursuant
                                    to Section 10.01 thereof or the Originator
                                    or Servicer exercises its option to purchase
                                    the corpus of the Trust as provided in
                                    Section 10.02 of the Pooling and Servicing
                                    Agreement, the Maturity Date shall be the
                                    date of such termination or purchase, as the
                                    case may be.

         (b)      THE 98-2 AGREEMENT AMENDMENTS. The 98-2 Agreement is hereby
                  amended as follows (capitalized terms used but not otherwise
                  defined in this clause (b) are, unless otherwise indicated,
                  used as defined in the 98-2 Agreement):

                  (i)      Section 1. DEFINITIONS. Section 1 of the 98-2
                           Agreement is hereby amended as follows:

                           (A)      The following definition of "Interest Rate
                                    Determination Date" is hereby added to
                                    Section 1 of the 1998-2 Agreement in the
                                    appropriate alphabetical order

                                            "INTEREST RATE DETERMINATION DATE"
                                    means, with respect to the first Remittance
                                    Date, the Closing Date, and with respect to
                                    each subsequent Remittance Date, the day
                                    which is two (2) LIBOR Business Days prior
                                    to the immediately preceding Remittance
                                    Date.

                           (B)      The following definition of "LIBOR" is
                                    hereby added to Section 1 of the 98-2
                                    Agreement in the appropriate alphabetical
                                    order

                                            "LIBOR" means, with respect to the
                                    interest payment to be made on each
                                    Remittance Date, the rate of interest per
                                    annum (rounded upwards, if necessary, to the
                                    nearest 1/100th of 1%) for U.S. Dollar
                                    deposits with a duration of one (1) month at
                                    or about

                                     2
<Page>

                                    11:00 a.m. (London time) on the Interest
                                    Rate Determination Date corresponding to
                                    such Remittance Date on Telerate Page
                                    3750, or if such page ceases to display
                                    such information, then such other page as
                                    may replace it on that service for the
                                    purpose of display of such information
                                    (the "TELERATE RATE"). If the Telerate
                                    Rate cannot be determined, then LIBOR
                                    shall mean, with respect to the interest
                                    payment to be made on such Remittance
                                    Date, the arithmetic mean of the rates of
                                    interest (rounded upwards, if necessary,
                                    to the nearest 1/100th of 1%) offered to
                                    two prime banks in the London interbank
                                    market (selected by Lender) of U.S.
                                    Dollar deposits with a duration of one
                                    (1) month at or about 11:00 a.m. (London
                                    time) on the Interest Rate Determination
                                    Date corresponding to such Remittance
                                    Date.

                           (C)      The following definition of "LIBOR Business
                                    Day" is hereby added to Section 1 of the
                                    98-2 Agreement in the appropriate
                                    alphabetical order

                                            "LIBOR BUSINESS DAY" means a
                                    Business Day on which trading in U.S.
                                    Dollars is conducted by and between banks in
                                    the London interbank market.

                           (D)      The definition of "Loan" is hereby amended
                                    by adding the following proviso at the end
                                    of such definition: ", provided, further,
                                    that the term "LOAN" shall for all purposes
                                    include the Second Additional Advance."

                           (E)      The following definition of "Margin" is
                                    hereby added to Section 1 of the 98-2
                                    Agreement in the appropriate alphabetical
                                    order

                                            "MARGIN" means 2.50% per annum.

                           (F)      The definition of "Maturity Date" is hereby
                                    amended and restated in its entirety to read
                                    as follows:

                                            "Maturity Date" means November 25,
                                    2000 (or if such day is not a Business Day,
                                    the next preceding Business Day); provided
                                    that if, prior to such date, the Pooling and
                                    Servicing Agreement is terminated pursuant
                                    to Section 10.01 thereof or the Originator
                                    or Servicer exercises its option to purchase
                                    the corpus of the Trust as provided in
                                    Section 10.02 of the Pooling and Servicing
                                    Agreement, the Maturity Date shall be the
                                    date of such termination or purchase, as the
                                    case may be.

                                     3
<Page>

                           (G)      The following definition of "Prime Rate" is
                                    hereby added to Section 1 of the 98-2
                                    Agreement in the appropriate alphabetical
                                    order

                                            "PRIME RATE" means the prime rate
                                    (or if a range is given, the average prime
                                    rates) listed under "Money Rates" in THE
                                    WALL STREET JOURNAL for such date or, if THE
                                    WALL STREET JOURNAL is not published on such
                                    date, then in THE WALL STREET JOURNAL most
                                    recently published.

                           (H)      The following definition of "Second
                                    Additional Advance " is hereby added to
                                    Section 1 of the 98-2 Agreement in the
                                    appropriate alphabetical order:

                                            "SECOND ADDITIONAL ADVANCE" has the
                                    meaning assigned to thereto in Section 2.1
                                    hereof.

                  (ii)     Section 2.1 of the 98-2 Agreement is hereby amended
                           by adding the following sentences to the end of such
                           Section:

                                    "Subject to the terms and conditions of this
                           Agreement, Lender agrees to lend to Borrower on
                           August 12, 1999, an aggregate principal amount of
                           U.S. $3,500,000.00 (the "Second Additional Advance").
                           The proceeds of the Second Additional Advance will be
                           used by Borrower to pay Lender amounts owed in
                           respect of the Loan (as such term is defined in the
                           97-2 Agreement) under the 97-2 Agreement. The Second
                           Additional Advance shall increase the unpaid
                           principal balance of the Loan and shall constitute
                           part of the Loan for all purposes."

                  (iii)    Section 2.4(a) of the 98-2 Agreement is hereby
                           amended and restated in its entirety to read as
                           follows:

                                    "Borrower agrees to pay to Lender interest
                           on the unpaid principal amount of the Loan from and
                           including the date the Loan is extended to but not
                           including the date on which the Loan is paid in full.
                           Interest shall accrue on an adjustable basis at a
                           rate per annum equal to LIBOR plus the Margin. LIBOR
                           with respect to the interest payment to be made on
                           each Remittance Date shall be equal to LIBOR as
                           determined on the related Interest Rate Determination
                           Date. Accrued interest shall be payable in arrears on
                           each Remittance Date, and on the date of repayment in
                           full of the Loan."

                                     4
<Page>

                  (iv)     The phrase "ten and one half (10.50) percent" in the
                           last sentence of Section 2.4(b) of the 98-2 Agreement
                           is hereby replaced with the phrase "LIBOR plus five
                           (5) percent".

                  (v)      Section 2 of the 98-2 Agreement is hereby amended by
                           adding the following sub-section to the end of such
                           Section:

                                    "Section 2.10. ILLEGALITY; SUBSTITUTED
                           INTEREST RATE Notwithstanding any other provisions
                           herein, (a) if any change in any Requirement of Law
                           or in the interpretation or application thereof shall
                           make it unlawful for Lender to make or maintain the
                           Loan at LIBOR as contemplated by this Agreement, or
                           (b) in the event that Lender shall have determined
                           (which determination shall be conclusive and binding
                           upon Borrower) that by reason of circumstances
                           affecting the LIBOR interbank market either adequate
                           and reasonable means do not exist for ascertaining
                           LIBOR, (x) the obligation of Lender to make or
                           maintain the Loan at LIBOR shall forthwith be
                           suspended and Lender shall promptly notify Borrower
                           thereof (by telephone confirmed in writing) and (y)
                           the Loan shall, from and including the next
                           Remittance Date, or at such earlier date as may be
                           required by law, until payment in full thereof, bear
                           interest at the rate per annum equal to the greater
                           of the Prime Rate and the rate of interest (including
                           the Margin) in effect on the date immediately
                           preceding the date any event described in clause (a)
                           or (b) occurred (calculated on the basis of the
                           actual number of days elapsed in a year of 360 days).
                           If any such conversion of LIBOR to the Prime Rate is
                           made on a day which is not a Remittance Date,
                           Borrower shall pay to Lender such amounts, if any, as
                           may be required to compensate Lender for any cost,
                           loss or expense which Lender may incur as a
                           consequence of such conversion on a day which is not
                           a Remittance Date, including any interest or fees
                           payable by Lender to lenders of funds obtained by it
                           in order to maintain the Loan. If subsequent to such
                           suspension of the obligation of Lender to make or
                           maintain the Loan at LIBOR it becomes lawful for
                           Lender to make or maintain the Loan at LIBOR, or the
                           circumstances described in clause (b) above no longer
                           exist, Lender shall so notify Borrower and the
                           LIBOR-based rate on the Loan shall be reinstated
                           effective as of the date it becomes lawful for Lender
                           to make or maintain the Loan at LIBOR, or the
                           circumstances described in clause (b) above no longer
                           exist."

                  (vi)     Section 2.3(a) of the 98-2 Agreement is hereby
                           amended by adding the following sentence to the end
                           of such Section:

                                    "Borrower shall execute and deliver to
                           Lender on or prior to August 12, 1999 a replacement
                           Note evidencing the increase in the

                                     5
<Page>

                           amount of the Loan as a result of the Second
                           Additional Advance pursuant to Section 2.1."

3. CONDITIONS PRECEDENT TO AMENDMENT. The obligations of Lender to enter into
this Omnibus Amendment Agreement, and to perform its obligations hereunder, are
subject to the fulfillment of each condition precedent set forth in Exhibit A
hereto.

4. EXPENSES. Each of Borrower and Guarantor shall pay to Lender (without
duplication), on demand, any and all fees, costs and expenses (including
reasonable fees and expenses of counsel) incurred by Lender in connection with
the preparation, execution, delivery and performance of this Omnibus Amendment
Agreement.

5. CONFIRMATIONS; REPRESENTATIONS AND WARRANTIES.

         (a)      Except as expressly amended hereby, all of the terms of each
                  Residual Financing Agreement shall remain in full force and
                  effect and are hereby ratified and confirmed in all respects.

         (b)      All presently outstanding and new Loans, as defined in each
                  Residual Financing Agreement, made under such Residual
                  Financing Agreement (including without limitation the Loan
                  (made under and as defined in the 98-2 Agreement), the
                  Additional Advance (as defined in the Omnibus Amendment
                  Agreement dated as of March 31, 1999 among Borrower, LBAC and
                  Lender) and the Second Additional Advance ) (together with
                  accrued interest thereon pursuant to the terms of such
                  Residual Financing Agreement) shall constitute "Obligations"
                  under such Residual Financing Agreement and "Other RF
                  Obligations" under each other Residual Financing Agreement.

         (c)      Each of Borrower and Guarantor hereby represents and warrants
                  to Lender that (i) it has the requisite power and authority,
                  and legal right, to execute and deliver this Omnibus Amendment
                  Agreement and to perform its obligations under this Omnibus
                  Amendment Agreement and each Residual Financing Agreement as
                  amended by this Omnibus Amendment Agreement, (ii) it has taken
                  all necessary corporate and legal action to duly authorize the
                  execution and delivery of this Omnibus Amendment Agreement and
                  the performance of its obligations under this Omnibus
                  Amendment Agreement and each Residual Financing Agreement (as
                  amended by this Omnibus Amendment Agreement, as applicable,
                  (iii) this Omnibus Amendment Agreement has been duly executed
                  and delivered by it, (iv) each of this Omnibus Amendment
                  Agreement and each Residual Financing Agreement as amended by
                  this Omnibus Amendment Agreement constitutes its legal, valid
                  and binding obligation enforceable against it in accordance
                  with its terms, except as enforceability may be limited by
                  applicable bankruptcy, insolvency, reorganization, moratorium
                  or similar laws affecting the rights of creditors generally
                  and by general equitable principles (whether enforcement is
                  sought by proceedings in equity or at law) and (v) after
                  giving effect to this

                                     6
<Page>

                  Omnibus Amendment Agreement, no Default or Event of Default
                  under any Residual Financing Agreement has occurred and
                  is continuing.

         (d)      Each representation and warranty contained in each Residual
                  Financing Agreement is true and correct and is hereby restated
                  and affirmed.

         (e)      Each covenant contained in the each Residual Financing
                  Agreement is hereby restated and affirmed.

         (f)      Lender hereby confirms that, after giving effect to the
                  application of (i) the proceeds of the Second Additional
                  Advance made on the date hereof pursuant to Section 2.1 of the
                  98-2 Agreement and (ii) the payment made by Borrower on the
                  date hereof as set forth in Section 2.1 of the 98-2 Agreement,
                  the aggregate unpaid principal balance of the Loan under the
                  97-2 Agreement shall equal $5,789,010.25 and the aggregate
                  unpaid principal balance of the Loan under the 98-2 Agreement
                  shall equal $6,500,000.00, in each case as of the date hereof.

         (g)      The defined terms "97-2 Agreement" and "98-2 Agreement" shall
                  be used in the Residual Financing Agreements as defined
                  herein; PROVIDED that when used in the Residual Financing
                  Agreements such terms shall include amendments, supplements
                  and modifications thereto in accordance with their terms after
                  the date hereof.

         (h)      For the avoidance of doubt, the parties hereto acknowledge and
                  agree that Exhibit G to each Residual Financing Agreement
                  contains references to each other Residual Financing
                  Agreement.

         (i)      For the avoidance of doubt, the parties hereto acknowledge and
                  agree that the term "Other RF Obligations" under each Residual
                  Financing Agreement includes all obligations of Guarantor, as
                  borrower, to Lender under the Warehouse Lending Agreement and
                  the Security Agreement, and that Exhibit G to each Residual
                  Financing Agreement contains a reference to the Warehouse
                  Lending Agreement and the Security Agreement.

6. FURTHER ASSURANCES. The parties hereto hereby agree to execute and deliver
such additional documents, instruments or agreements as may be reasonably
necessary and appropriate to effectuate the purposes of this Omnibus Amendment
Agreement.

7. CONFLICTS. In the event of a conflict of any provision hereof with any
provision or definition set forth in a Residual Financing Agreement, the
provisions and definitions of this Omnibus Amendment Agreement shall control.

8. GOVERNING LAW. THIS OMNIBUS AMENDMENT AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

                                     7
<Page>

9. SEVERABILITY. Any provision of this Omnibus Amendment Agreement or a Residual
Financing Agreement which is prohibited, unenforceable or not authorized in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition, unenforceability or non-authorization without invalidating the
remaining provisions hereof or thereof or affecting the validity, enforceability
or legality of such provisions in any other jurisdiction.

10. BINDING EFFECT. This Amendment shall be binding upon and shall be
enforceable by parties hereto and their respective successors and permitted
assigns.

11. HEADINGS. The headings appearing in this Omnibus Amendment Agreement are
included solely for convenience of reference and are not intended to affect the
interpretation of any other provision of this Omnibus Amendment Agreement.

12. COUNTERPARTS. This Amendment may be signed in any number of counterparts
which, taken together, shall constitute a full and original agreement for all
purposes.

                                     8
<Page>

         IN WITNESS WHEREOF, the parties hereto have caused this Omnibus
Amendment Agreement to be duly executed and delivered by their respective
authorized officers as of the date first above written.

                                            LONG BEACH ACCEPTANCE
                                            RECEIVABLES CORP., as Borrower

                                            By:    _____________________________
                                                   Name:
                                                   Title:

                                            LONG BEACH ACCEPTANCE CORP., as
                                            Guarantor

                                            By:    _____________________________
                                                   Name:
                                                   Title:

                                            GREENWICH CAPITAL FINANCIAL
                                            PRODUCTS, INC., as Lender

                                            By:    _____________________________
                                                   Name:
                                                   Title:

                                     9
<Page>

                                                                       EXHIBIT A
                              CONDITIONS PRECEDENT

Borrower and the Guarantor shall deliver or cause to be delivered to Lender the
following, in each case in form and substance satisfactory to Lender:

         1.       Replacement Promissory Note executed by Borrower under the
                  98-2 Agreement (in the form attached as Exhibits E to this
                  Omnibus Amendment Agreement).

         2.       Letter of Guarantor acknowledging that each of the Guarantees
                  relates to the related Residual Financing Agreement as amended
                  by this Omnibus Amendment Agreement, in the form attached to
                  this Omnibus Amendment Agreement as Exhibit C.

         3.       Letter of Ameriquest Mortgage Company acknowledging that each
                  of the AMC Guarantees relates to the related Residual
                  Financing Agreement as amended by this Omnibus Amendment
                  Agreement, in the form attached to this Omnibus Amendment
                  Agreement as Exhibit D.

         4.       Such other opinions, documents and instruments as Lender or
                  its counsel shall reasonably request.

         5.       Opinion of Dewey Ballantine LLP, special counsel to Borrower
                  and Guarantor.

         6.       Secretary's Certificate and Incumbency Certificate of Borrower
                  (including certified resolutions of Borrower's board of
                  directors relating to 97-2 Agreement and the 98-2 Agreement as
                  amended by this Omnibus Amendment Agreement).

         7.       Secretary's Certificate and Incumbency Certificate of
                  Guarantor (including certified resolutions of Guarantor's
                  board of directors relating to the 97-2 Agreement and the 98-2
                  Agreement as amended by this Omnibus Amendment Agreement).

                                     A-1
<Page>

                                                                       EXHIBIT B
                                   [RESERVED]


                                     B-1
<Page>


                                                                       EXHIBIT C
                                [LBAC LETTERHEAD]

                                  August 12, 1999



Greenwich Capital Financial Products, Inc.
600 Steamboat Road
Greenwich, Connecticut  06830

Ladies and Gentlemen:

         Reference is made to (i) the Credit and Security Agreement dated as of
March 31, 1997 (as amended, supplemented or otherwise modified prior to the date
hereof, the "Original 97-1 Agreement") among Long Beach Acceptance Receivables
Corp. ("Borrower"), Long Beach Acceptance Corp. ("Guarantor") and Greenwich
Capital Financial Products, Inc. ("Lender"), (ii) the Credit and Security
Agreement dated as of August 29, 1997 (as amended, supplemented or otherwise
modified prior to the date hereof, the "Original 97-2 Agreement") among
Borrower, Guarantor and Lender, (iii) the Credit and Security Agreement dated as
of January 30, 1998 (as amended, supplemented or otherwise modified prior to the
date hereof, the "Original 98-1 Agreement") among Borrower, Guarantor and
Lender, (iv) the Credit and Security Agreement dated as of November 25, 1998 (as
amended, supplemented or otherwise modified prior to the date hereof, the
"Original 98-2 Agreement") among Borrower, Guarantor and Lender, (v) the Credit
and Security Agreement dated as of August 12, 1999 (as amended, supplemented or
otherwise modified prior to the date hereof, the "Original 99-1 Agreement" and,
together with the Original 97-1 Agreement, the Original 97-2 Agreement, the
Original 98-1 Agreement and the Original 98-2 Agreement, the "Original Residual
Financing Agreements", and each individually, an "Original Residual Financing
Agreement") among Borrower, Guarantor and Lender, (vi) the Guarantee by
Guarantor dated as of August 27, 1997 (the "97-2 Guarantee") in favor of Lender,
(vii) the Guarantee by Guarantor dated November 25, 1998 (the "98-2 Guarantee"
and, together with the 97-2 Guarantee, the " Guarantees", and each individually,
an "Guarantee") in favor of Lender, (viii) the Omnibus Amendment Agreement dated
as of March 31, 1999 (the "Omnibus Amendment Agreement") among Borrower,
Guarantor and Lender and (ix) Omnibus Amendment No. 2 dated as of August 12,
1999 (the "Second Omnibus Amendment") among Borrower, Guarantor and Lender. The
Original 97-1 Agreement, the Original 97-2 Agreement, the Original 98-1
Agreement, the Original 98-2 Agreement and the Original 99-1 Agreement, as
amended by the Omnibus Amendment Agreement and the Second Omnibus Amendment
Agreement, as the same may be amended, supplemented or otherwise modified from
time to time in accordance with the respective terms thereof are referred to
herein as the "97-1 Agreement", "97-2 Agreement," the "98-1 Agreement," the
"98-2 Agreement," and the "99-1 Agreement", respectively, and, collectively, the
"Residual Financing Agreements", and each individually, a "Residual Financing
Agreement". Capitalized terms used but not otherwise defined herein are used as
defined in the applicable Guarantee.

                                     C-1
<Page>

         For good and valuable consideration, the receipt and sufficiency of
which we hereby acknowledge, we hereby agree and confirm that (i) we
unconditionally and irrevocably guarantee to Lender, or any successor in
interest of Lender, the due, punctual and complete payment and performance by
Borrower when and as due, whether at the stated maturity, by acceleration, upon
one or more dates set for repayment or prepayment or otherwise, of the
Obligations, (ii) all Loans outstanding under each Residual Financing Agreement
(including without limitation, in the case of the 98-2 Agreement, the Additional
Advance and the Second Additional Advance made thereunder) (in each case
together with interest accrued thereon pursuant to the terms of such Residual
Financing Agreement) shall constitute "Obligations" under such Residual
Financing Agreement, (iii) all "Obligations" under each Residual Financing
Agreement shall constitute "Obligations" under the related Guarantee, and (iv)
all of the terms of the Guarantees remain in full force and effect and are
hereby ratified and confirmed in all respects.

                                             Very truly yours,

                                             LONG BEACH ACCEPTANCE CORP.


                                             By:      __________________________
                                                      Name:
                                                      Title:

                                     C-2
<Page>

                                                                       EXHIBIT D
                                [AMC LETTERHEAD]

                                 August 12, 1999



Greenwich Capital Financial Products, Inc.
600 Steamboat Road
Greenwich, Connecticut  06830

Ladies and Gentlemen:

         Reference is made to (i) the Credit and Security Agreement dated as of
March 31, 1997 (as amended, supplemented or otherwise modified prior to the date
hereof, the "Original 97-1 Agreement") among Long Beach Acceptance Receivables
Corp. ("Borrower"), Long Beach Acceptance Corp. ("Guarantor") and Greenwich
Capital Financial Products, Inc. ("Lender"), (ii) the Credit and Security
Agreement dated as of August 29, 1997 (as amended, supplemented or otherwise
modified prior to the date hereof, the "Original 97-2 Agreement") among
Borrower, Guarantor and Lender, (iii) the Credit and Security Agreement dated as
of January 30, 1998 (as amended, supplemented or otherwise modified prior to the
date hereof, the "Original 98-1 Agreement") among Borrower, Guarantor and
Lender, (iv) the Credit and Security Agreement dated as of November 25, 1998 (as
amended, supplemented or otherwise modified prior to the date hereof, the
"Original 98-2 Agreement") among Borrower, Guarantor and Lender, (v) the Credit
and Security Agreement dated as of August 12, 1999 (as amended, supplemented or
otherwise modified prior to the date hereof, the "Original 99-1 Agreement" and,
together with the Original 97-1 Agreement, the Original 97-2 Agreement, the
Original 98-1 Agreement and the Original 98-2 Agreement, the "Original Residual
Financing Agreements", and each individually, an "Original Residual Financing
Agreement") among Borrower, Guarantor and Lender, (vi) the AMC Guarantee by
Ameriquest Mortgage Company dated as of August 27, 1997 (the "97-2 AMC
Guarantee") in favor of Lender, (vii) the AMC Guarantee by Ameriquest Mortgage
Company dated as of November 25, 1998 (the "98-2 AMC Guarantee"; and together
with the 97-2 AMC Guarantee, the "AMC Guarantees" and each individually, an "AMC
Guarantee") in favor of Lender , (viii) the Guarantee by LBAC dated as of August
27, 1997 (the "97-2 LBAC Guarantee") in favor of Lender, (ix) the Guarantee by
LBAC dated as of November 25, 1998 (the "98-2 LBAC Guarantee") in favor of
Lender (x) the Omnibus Amendment Agreement dated as of March 31, 1999 (the
"Omnibus Amendment Agreement") among Borrower, LBAC, as guarantor, and Lender
and (xi) Omnibus Amendment No. 2 dated as of August 12, 1999 (the "Second
Omnibus Amendment") among Borrower, Guarantor and Lender. The Original 97-1
Agreement, the Original 97-2 Agreement, the Original 98-1 Agreement, the
Original 98-2 Agreement and the Original 99-1 Agreement, as amended by the
Omnibus Amendment Agreement and the Second Omnibus Amendment Agreement, as the
same may be amended, supplemented or otherwise modified from time to time in
accordance with the respective terms thereof are referred to herein as the "97-1
Agreement," the "97-2 Agreement," the "98-1

                                     D-1
<Page>

Agreement", the "98-2 Agreement" and the "99-1 Agreement", respectively, and
collectively, the "Residual Financing Agreements", and each individually, a
"Residual Financing Agreement". Capitalized terms used but not otherwise
defined herein are used as defined in the applicable AMC Guarantee.

         For good and valuable consideration, the receipt and sufficiency of
which we hereby acknowledge, we hereby agree and confirm that (i) we
unconditionally and irrevocably guarantee to Lender, or any successor in
interest of Lender, the due, punctual and complete payment and performance by
LBAC when and as due, whether at the stated maturity, by acceleration, upon one
or more dates set for repayment or prepayment or otherwise, of the LBAC
Obligations, (ii) all Loans outstanding under each Residual Financing Agreement
(including without limitation, in the case of the 98-2 Agreement, the Additional
Advance and Second Additional Advance made thereunder) (in each case together
with interest accrued thereon pursuant to the terms of such Residual Financing
Agreement) shall constitute "Obligations" under such Residual Financing
Agreement, (iii) all "Obligations" under each Residual Financing Agreement shall
constitute "LBAC Obligations" under the related AMC Guarantee, and (iv) all of
the terms of the AMC Guarantees remain in full force and effect and are hereby
ratified and confirmed in all respects.

                                             Very truly yours,

                                             AMERIQUEST MORTGAGE COMPANY


                                             By:      __________________________
                                                      Name:
                                                      Title:


                                     D-2
<Page>

                                                                       EXHIBIT E
                   GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.

                                 PROMISSORY NOTE


                                                                 August 12, 1999

Amount: U.S. $6,500,000.00

         FOR VALUE RECEIVED, LONG BEACH ACCEPTANCE RECEIVABLES CORP. (the
"Borrower") unconditionally promises to pay on the Maturity Date (as defined in
the Agreement referred to below) to the order of Greenwich Capital Financial
Products, Inc. (the "Lender") in Federal or other immediately available funds in
lawful money of the United States the principal sum of six million five hundred
thousand dollars (U.S. $6,500,000.00) or, if less, the aggregate unpaid
principal amount of the Loans made by Lender to Borrower pursuant to the
Agreement, and to pay interest thereon from the date hereof until this Note is
repaid in like money at the rates per annum and in the manner set forth in the
Agreement.

         The principal of and interest on this Note shall be payable in
immediately available funds without set-off or counterclaim, in the manner set
forth in the Agreement.

         This Note is issued pursuant to the terms of a Credit and Security
Agreement dated as of November 25, 1998 among Borrower, Lender and Long Beach
Acceptance Corp., as Guarantor (as amended from time to time, the "Agreement"),
and is subject to the terms thereof and is entitled to the benefits therein
provided.

         Upon the occurrence of an Event of Default (as defined in the
Agreement), the principal of and accrued interest on this Note may be declared
due and payable in the manner and with the effect provided in the Agreement,
without presentment, demand, protest or notice of any kind, each of which is
hereby expressly waived by Borrower.

         THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW
OF THE STATE OF NEW YORK.

                                     LONG BEACH ACCEPTANCE RECEIVABLES CORP.


                                     By:      __________________________________
                                              Name:
                                              Title:


                                     E-1

<Page>

                                                                  EXECUTION COPY

                        OMNIBUS AMENDMENT AGREEMENT NO. 3

         This OMNIBUS AMENDMENT AGREEMENT NO. 3, dated as of April 14, 2000
(this "Amendment"), is made among (i) LONG BEACH ACCEPTANCE RECEIVABLES CORP., a
Delaware corporation ("Borrower"), (ii) LONG BEACH ACCEPTANCE CORP., a Delaware
corporation ("Guarantor"), and (iii) GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.,
a Delaware corporation ("Lender").

                                   WITNESSETH:

         WHEREAS, Borrower, Lender and Guarantor are parties to (i) the Credit
and Security Agreement dated as of March 31, 1997 (as amended, supplemented or
otherwise modified prior to the date hereof, the "97-1 Agreement"), (ii) the
Credit and Security Agreement dated as of August 29, 1997 (as amended,
supplemented or otherwise modified prior to the date hereof, the "97-2
Agreement"), (iii) the Credit and Security Agreement dated as of January 30,
1998 (as amended, supplemented or otherwise modified prior to the date hereof,
the "98-1 Agreement"), (iv) the Credit and Security Agreement dated as of
November 25, 1998 (as amended, supplemented or otherwise modified prior to the
date hereof, the "98-2 Agreement"), (v) the Credit and Security Agreement dated
as of August 12, 1999 (as amended, supplemented or otherwise modified prior to
the date hereof, the "99-1 Agreement") and (vi) the Credit and Security
Agreement dated as of December 9, 1999 (as amended, supplemented or otherwise
modified prior to the date hereof, the "99-2 Agreement"; and collectively with
the 97-1 Agreement, the 97-2 Agreement, the 98-1 Agreement, the 98-2 Agreement
and the 99-1 Agreement, the "Residual Financing Agreements", and each
individually, a "Residual Financing Agreement"), in each case whereby Lender has
made certain loans to Borrower which are guaranteed by Guarantor and Ameriquest
Mortgage Company ("AMC") pursuant to certain guarantees referred to therein, and
which loans are secured by, among other things, the collateral identified in the
Residual Financing Agreements and certain collateral pledged under the Security
Agreement dated as of January 30, 1998 (as amended, supplemented or otherwise
modified from time to time in accordance with the terms thereof, the "Security
Agreement") made by Guarantor, as pledgor, in favor of Lender, as pledgee (which
Security Agreement also secures obligations of Guarantor under the Warehouse
Lending Agreement dated as of January 30, 1998 (as amended, supplemented or
otherwise modified from time to time in accordance with the terms thereof, the
"Warehouse Loan Agreement") between Guarantor, as borrower, and Lender, as
lender);

         WHEREAS, Borrower, Lender and Guarantor have agreed to make certain
amendments to the Residual Financing Agreements as provided herein; and

         WHEREAS, Section 9.3 of each Residual Financing Agreement permits the
amendment thereof as provided herein.

         NOW, THEREFORE, in consideration of the mutual agreements hereinafter
set forth, and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto hereby agree as
follows:

<Page>

1. DEFINITIONS. Capitalized terms used, but not otherwise defined herein, shall
have the meanings ascribed thereto in the applicable Residual Financing
Agreement.

2. AMENDMENTS.

         (a)      The following definition of "Change of Control" is hereby
                  added to Section 1 of each Residual Financing Agreement, in
                  each case in the appropriate alphabetical order:

                           "CHANGE OF CONTROL" means the occurrence of any of
                           the following without the Lender's prior written
                           consent (i) the consummation of any transaction or
                           series of transactions following which more than 49%
                           of the outstanding capital stock entitled to vote of
                           a member of the Parent Group or more than 49% of the
                           outstanding capital stock entitled to vote generally
                           in the election of directors of a member of the
                           Parent Group are owned by one or more Persons who are
                           not AMC; or (ii) there occurs any consolidation of a
                           member of the Parent Group with, or merger of a
                           member of the Parent Group into, any other Person, or
                           any merger of another Person into a member of the
                           Parent Group (other than any such transaction
                           pursuant to which the holders of the outstanding
                           capital stock of such member of the Parent Group
                           entitled to vote generally in the election of
                           directors of such member of the Parent Group
                           immediately prior to such transaction have, directly
                           or indirectly, shares of capital stock of the
                           continuing or surviving corporation immediately after
                           such transaction which entitle such holders to
                           exercise in excess of 51% of the total voting power
                           of all shares of capital stock of the continuing or
                           surviving corporation entitled to vote generally in
                           the election of directors), or (iii) a Person or
                           group of Persons acting in concert in one or a series
                           of transactions acquire (through purchase, transfer,
                           assignment or otherwise) a substantial portion of the
                           assets of a member of the Parent Group if, following
                           such transaction or transactions, such Person or
                           Persons are not wholly owned subsidiaries of AMC or
                           any successor thereto. Notwithstanding the foregoing,
                           a "Change in Control" shall not include (i) the
                           establishment of any new entity by or the occurrence
                           of any transaction with Ameriquest Capital
                           Corporation or Roland Arnall which does not involve
                           the transfer of any assets of or an ownership
                           interest in AMC or any of its direct or indirect
                           subsidiaries or (ii) any transfer of assets by any
                           member of the Parent Group in the ordinary course of
                           its business.

         (b)      The following definition of "Parent Group" is hereby added to
                  Section 1 of each Residual Financing Agreement, in each case
                  in the appropriate alphabetical order:

                           "PARENT GROUP" means AMC, Guarantor and Borrower and
                           each of their respective subsidiaries and affiliates,
                           and each other entity which owns

                                     2
<Page>

                           directly or indirectly 51% or more of the
                           outstanding capital stock entitled to vote in the
                           election of directors of AMC, Guarantor or
                           Borrower and each of their respective subsidiaries
                           or affiliates. Notwithstanding the foregoing,
                           "Parent Group" shall not include any entity formed
                           as a result of any transaction specified in the
                           last sentence of the definition of "Change in
                           Control."

         (c)      The following definition of "Average Delinquency Ratio" is
                  hereby added to Section 1 of each of the 97-1 Agreement, the
                  97-2 Agreement and the 98-1 Agreement, in each case in the
                  appropriate alphabetical order:

                           "AVERAGE DELINQUENCY RATIO" has the meaning assigned
                           thereto in the Spread Account Agreement.

         (d)      The following definition of "Cumulative Default Rate" is
                  hereby added to Section 1 of each of the 97-1 Agreement, the
                  97-2 Agreement and the 98-1 Agreement, in each case in the
                  appropriate alphabetical order:

                           "CUMULATIVE DEFAULT RATE" has the meaning assigned
                           thereto in the Spread Account Agreement.

         (e)      The following definition of "Cumulative Loss Rate" is hereby
                  added to Section 1 of each of the 97-1 Agreement, the 97-2
                  Agreement and the 98-1 Agreement, in each case in the
                  appropriate alphabetical order:

                           "CUMULATIVE LOSS RATE" has the meaning assigned
                           thereto in the Spread Account Agreement.

         (f)      The definition of "Target Advance Rate" in each of the 97-1
                  Agreement, the 97-2 Agreement, the 98-1 Agreement and the 98-2
                  Agreement is hereby amended and restated in its entirety to
                  read as follows:

                           "TARGET ADVANCE RATE" means, for any Calculation
                           Date, 65%.

         (g)      The definition of "Maturity Date" in each of the 97-1
                  Agreement, the 97-2 Agreement, the 98-1 Agreement and the 98-2
                  Agreement is hereby amended and restated in its entirety to
                  read as follows:

                           "MATURITY DATE" means December 31, 2001 (or if such
                           day is not a Business Day, the next preceding
                           Business Day); PROVIDED that if, prior to such date,
                           the Pooling and Servicing Agreement is terminated
                           pursuant to Section 10.01 thereof or the Originator
                           or Servicer exercises its option to purchase the
                           corpus of the Trust as provided in Section 10.02 of
                           the Pooling and Servicing Agreement, the Maturity
                           Date shall be the date of such termination or
                           purchase, as the case may be.

                                     3
<Page>

         (h)      The definition of "Maturity Date" in each of the 99-1
                  Agreement and the 99-2 Agreement is hereby amended and
                  restated in its entirety to read as follows:

                           "MATURITY DATE" means December 31, 2001 (or if such
                           day is not a Business Day, the next preceding
                           Business Day); PROVIDED that if, prior to such date,
                           the Indenture is terminated pursuant to Section 4.1
                           thereof or the Certificateholder exercises its option
                           to redeem the Notes issued pursuant to the Indenture
                           as provided in Section 10.1 of the Indenture, the
                           Maturity Date shall be the date of such termination
                           or redemption, as the case may be.

         (i)      The following definition of "Additional Advance" is hereby
                  added to Section 1 of each of the 97-1 Agreement, the 97-2
                  Agreement, the 99-1 Agreement and the 99-2 Agreement, in each
                  case in the appropriate alphabetical order:

                           "ADDITIONAL ADVANCE" has the meaning assigned to
                           thereto in Section 2.1 hereof.

         (j)      The following definition of "Additional Advance Availability
                  Period" is hereby added to Section 1 of each of the 97-1
                  Agreement and the 97-2 Agreement, in each case in the
                  appropriate alphabetical order:

                           "ADDITIONAL ADVANCE AVAILABILITY PERIOD" means, with
                           respect to the Additional Advance, the period
                           commencing on April 14, 2000 and ending on the
                           Additional Advance Expiry Date.

         (k)      The following definition of "Additional Advance Availability
                  Period" is hereby added to Section 1 of the 99-1 Agreement in
                  the appropriate alphabetical order:

                           "ADDITIONAL ADVANCE AVAILABILITY PERIOD" means, with
                           respect to the Additional Advance, the period
                           commencing on May 15, 2000 and ending on the
                           Additional Advance Expiry Date.

         (l)      The following definition of "Additional Advance Availability
                  Period" is hereby added to Section 1 of the 99-2 Agreement in
                  the appropriate alphabetical order:

                           "ADDITIONAL ADVANCE AVAILABILITY PERIOD" means, with
                           respect to the Additional Advance, the period
                           commencing on September 15, 2000 and ending on the
                           Additional Advance Expiry Date.

         (m)      The following definition of "Additional Advance Condition" is
                  hereby added to Section 1 of each of the 97-1 Agreement and
                  the 97-2 Agreement, in each case in the appropriate
                  alphabetical order:

                                     4
<Page>

                           "ADDITIONAL ADVANCE CONDITION" means the following
                           conditions precedent to Lender's commitment to make
                           the Additional Advance hereunder: (a) the Advance
                           Rate shall not exceed 65% after giving effect to such
                           Additional Advance and (b) the sum of (i) the
                           aggregate unpaid principal balance of the Loans (as
                           defined in this Agreement) and (ii) the aggregate
                           unpaid principal balance of the Loans (as defined in
                           each Other Residual Financing Agreement) shall not
                           exceed $42,000,000, in each case after giving effect
                           to the Additional Advance.

         (n)      The following definition of "Second Additional Advance
                  Condition" is hereby added to Section 1 of the 98-1 Agreement,
                  in the appropriate alphabetical order:

                           "SECOND ADDITIONAL ADVANCE CONDITION" means the
                           following conditions precedent to Lender's commitment
                           to make the Second Additional Advance hereunder: (a)
                           the Advance Rate shall not exceed 65% after giving
                           effect to such Second Additional Advance and (b) the
                           sum of (i) the aggregate unpaid principal balance of
                           the Loans (as defined in this Agreement) and (ii) the
                           aggregate unpaid principal balance of the Loans (as
                           defined in each Other Residual Financing Agreement)
                           shall not exceed $42,000,000, in each case after
                           giving effect to the Second Additional Advance.

         (o)      The following definition of "Additional Advance Condition" is
                  hereby added to Section 1 of each of the 99-1 Agreement and
                  the 99-2 Agreement, in the appropriate alphabetical order:

                           "ADDITIONAL ADVANCE CONDITION" means the following
                           conditions precedent to Lender's commitment to make
                           the Additional Advance hereunder: (a) the Advance
                           Rate shall not exceed 60% after giving effect to such
                           Additional Advance and (b) the sum of (i) the
                           aggregate unpaid principal balance of the Loans (as
                           defined in this Agreement) and (ii) the aggregate
                           unpaid principal balance of the Loans (as defined in
                           each Other Residual Financing Agreement) shall not
                           exceed $42,000,000, in each case after giving effect
                           to the Additional Advance.

         (p)      The following definition of "Additional Advance Expiry Date"
                  is hereby added to Section 1 of each of the 97-1 Agreement,
                  the 97-2 Agreement, the 99-1 Agreement and the 99-2 Agreement,
                  in each case in the appropriate alphabetical order:

                           "ADDITIONAL ADVANCE EXPIRY DATE" means December 31,
                           2000 or such earlier date as Lender's commitment
                           hereunder may be terminated pursuant to the
                           provisions hereof.

                                     5
<Page>

         (q)      The following definition of "Maximum Additional Advance" is
                  hereby added to Section 1 of each of the 97-1 Agreement, the
                  97-2 Agreement, the 99-1 Agreement and the 99-2 Agreement:

                           "MAXIMUM ADDITIONAL ADVANCE: has the meaning assigned
                           thereto in Section 2.1 hereof.

         (r)      Section 2.1 of the 97-1 Agreement is hereby amended by adding
                  the following sentence to the end of such Section:

                           Subject to the terms and conditions of this
                           Agreement, Lender also agrees to lend to Borrower on
                           any date during the Additional Advance Availability
                           Period, an aggregate principal amount not to exceed
                           Eight Hundred Eleven Thousand Seventy Two Dollars
                           ($811,072) (the "MAXIMUM ADDITIONAL ADVANCE" and the
                           borrowing pursuant to this sentence, the "ADDITIONAL
                           ADVANCE"), such Additional Advance being secured by
                           the Collateral; PROVIDED, HOWEVER, that the Maximum
                           Additional Advance shall be reduced to the extent
                           necessary to ensure that after giving effect to the
                           Additional Advance, the Advance Rate does not exceed
                           the Target Advance Rate.

         (s)      Section 2.1 of the 97-2 Agreement is hereby amended by adding
                  the following sentence to the end of such Section:

                           Subject to the terms and conditions of this
                           Agreement, Lender also agrees to lend to Borrower on
                           any date during the Additional Advance Availability
                           Period, an aggregate principal amount not to exceed
                           Two Million Four Hundred Fifty Nine Thousand Five
                           Hundred Sixty Five Dollars ($2,459,565) (the "MAXIMUM
                           ADDITIONAL ADVANCE" and the borrowing pursuant to
                           this sentence, the "ADDITIONAL ADVANCE"), such
                           Additional Advance being secured by the Collateral;
                           PROVIDED, HOWEVER, that the Maximum Additional
                           Advance shall be reduced to the extent necessary to
                           ensure that after giving effect to the Additional
                           Advance, the Advance Rate shall not exceed the Target
                           Advance Rate.

         (t)      The definition of "Loan" in each of the 97-1 Agreement, the
                  97-2 Agreement, the 99-1 Agreement and the 99-2 Agreement is
                  hereby amended by adding the following proviso at the end of
                  such definition:

                           , PROVIDED that the term "LOAN" shall for all
                           purposes include the Additional Advance.

         (u)      Section 2.3(a) of each of the 97-1 Agreement and the 97-2
                  Agreement is hereby amended by adding the following sentence
                  to the end of such Section:

                                     6
<Page>

                           Borrower shall execute and deliver to Lender on or
                           prior to April 14, 2000 a replacement Note evidencing
                           the Loan as increased by the Maximum Additional
                           Advance permitted pursuant to Section 2.1.

         (v)      Each of the 97-1 Agreement, the 97-2 Agreement, the 99-1
                  Agreement and the 99-2 Agreement is hereby amended by adding
                  the following Section 2.11 thereto in the appropriate
                  numerical order:

                           2.11 PROCEDURE FOR MAKING ADDITIONAL ADVANCE. The
                           Borrower may request the making of the Additional
                           Advance hereunder by delivering to Lender a notice in
                           the form of EXHIBIT H hereto (an "ADDITIONAL ADVANCE
                           NOTICE OF BORROWING") no later than 5:00 p.m., New
                           York City time, on any Business Day (but in no event
                           on more than one occasion) during the Additional
                           Advance Availability Period, appropriately completed
                           to specify the aggregate amount of the Additional
                           Advance requested. Subject to the prior or
                           contemporaneous satisfaction of each condition
                           precedent specified in Section 7.3 hereof during the
                           Additional Advance Availability Period, Lender shall
                           disburse the Additional Advance no later than the
                           close of business on the Business Day immediately
                           succeeding the Business Day on which Lender has
                           received the Additional Advance Notice of Borrowing.
                           If the Additional Advance Notice of Borrowing is
                           received by Lender after 5:00 p.m., New York City
                           time, on any Business Day, receipt by Lender of the
                           Additional Advance Notice of Borrowing shall be
                           deemed to have occurred at 9:00 a.m., New York City
                           time, on the immediately succeeding Business Day.

         (w)      Each of the 97-1 Agreement and the 97-2 Agreement is hereby
                  amended by adding the following Section 7.3 thereto in the
                  appropriate numerical order:

                           7.3 CONDITIONS PRECEDENT TO ADDITIONAL ADVANCE. The
                           obligation of Lender to extend the Additional Advance
                           hereunder shall be subject to the following
                           conditions:

                           (a) Each of the representations and warranties made
                           by Borrower and Guarantor in this Agreement and by
                           AMC in the AMC Guarantee shall be true and correct as
                           of the date the Additional Advance is disbursed;

                           (b) There shall not have occurred and be continuing
                           any Default, Event of Default or Other RF Event of
                           Default and Borrower, Guarantor and AMC shall be in
                           full compliance with all of their respective
                           covenants and obligations under this Agreement, the
                           Guarantee and the AMC Guarantee;

                           (c) There shall not have occurred a Change of
                           Control;

                                     7
<Page>

                           (d) Since February 29, 2000 there shall not have been
                           a material adverse change in the business,
                           operations, prospects or condition (financial or
                           otherwise) of Borrower, Guarantor or AMC, as
                           determined by Lender in good faith;

                           (e) The Additional Advance Condition shall be
                           satisfied;

                           (f) The disbursement of the Additional Advance shall
                           not violate any provision of law, regulation, order
                           or other governmental directive to which Lender or
                           any of its affiliates is bound; and

                           (g) Lender shall have received the Additional Advance
                           Notice of Borrowing described in Section 2.11 hereof.

         (x)      The following definition of "Second Additional Advance" is
                  hereby added to Section 1 of the 98-1 Agreement in the
                  appropriate alphabetical order:

                           "SECOND ADDITIONAL ADVANCE" has the meaning assigned
                           to thereto in Section 2.1 hereof.

         (y)      The following definition of "Second Additional Advance
                  Availability Period" is hereby added to Section 1 of the 98-1
                  Agreement in the appropriate alphabetical order:

                           "SECOND ADDITIONAL ADVANCE AVAILABILITY PERIOD"
                           means, with respect to the Second Additional Advance,
                           the period commencing on April 14, 2000 and ending on
                           the Second Additional Advance Expiry Date.

         (z)      The following definition of "Second Additional Advance Expiry
                  Date" is hereby added to Section 1 of the 98-1 Agreement in
                  the appropriate alphabetical order:

                           "SECOND ADDITIONAL ADVANCE EXPIRY DATE" means
                           December 31, 2000 or such earlier date as Lender's
                           commitment hereunder may be terminated pursuant to
                           the provisions hereof.

         (aa)     The following definition of "Maximum Second Additional
                  Advance" is hereby added to Section 1 of the 98-1 Agreement:

                           "MAXIMUM SECOND ADDITIONAL ADVANCE" has the meaning
                           assigned thereto in Section 2.1 hereof.

         (bb)     Section 2.1 of the 98-1 Agreement is hereby amended by adding
                  the following sentence to the end of such Section:

                           Subject to the terms and conditions of this
                           Agreement, Lender also agrees to lend to Borrower on
                           any date during the Second Additional Advance

                                     8
<Page>

                           Availability Period, an aggregate principal amount
                           not to exceed Seven Hundred Twenty Nine Thousand
                           Three Hundred Sixty Three Dollars ($729,363) (the
                           "MAXIMUM SECOND ADDITIONAL ADVANCE" and the borrowing
                           pursuant to this sentence, the "SECOND ADDITIONAL
                           ADVANCE"), such Second Additional Advance being
                           secured by the Collateral; PROVIDED, HOWEVER, that
                           the Maximum Second Additional Advance shall be
                           reduced to the extent necessary to ensure that after
                           giving effect to the Second Additional Advance, the
                           Advance Rate shall not exceed the Target Advance
                           Rate.

         (cc)     The definition of "Loan" in the 98-1 Agreement is hereby
                  amended by adding the following proviso at the end of such
                  definition:

                           , PROVIDED, FURTHER, that the term "LOAN" shall for
                           all purposes include the Second Additional Advance.

         (dd)     Section 2.3(a) of the 98-1 Agreement is hereby amended by
                  adding the following sentence to the end of such Section:

                           Borrower shall execute and deliver to Lender on or
                           prior to April 14, 2000 a replacement Note evidencing
                           the Loan as increased by the Maximum Second
                           Additional Advance permitted pursuant to Section 2.1.

         (ee)     The 98-1 Agreement is hereby amended by adding the following
                  Section 2.11 thereto in the appropriate numerical order:

                           2.11 PROCEDURE FOR MAKING SECOND ADDITIONAL ADVANCE.
                           The Borrower may request the making of the Second
                           Additional Advance hereunder by delivering to Lender
                           a notice in the form of EXHIBIT H hereto (a "SECOND
                           ADDITIONAL ADVANCE NOTICE OF BORROWING") no later
                           than 5:00 p.m., New York City time (but in no event
                           on more than one occasion) during the Second
                           Additional Advance Availability Period, appropriately
                           completed to specify the aggregate amount of the
                           Second Additional Advance requested. Subject to the
                           prior or contemporaneous satisfaction of each
                           condition precedent specified in Section 7.3 hereof
                           during the Second Additional Advance Availability
                           Period, Lender shall disburse the Second Additional
                           Advance no later than the close of business on the
                           Business Day immediately succeeding the Business Day
                           on which Lender has received the Second Additional
                           Advance Notice of Borrowing. If the Second Additional
                           Advance Notice of Borrowing is received by Lender
                           after 5:00 p.m., New York City time, on any Business
                           Day, receipt by Lender of the Second Additional
                           Advance Notice of Borrowing shall be deemed to have
                           occurred at 9:00 a.m., New York City time, on the
                           immediately succeeding Business Day.

                                     9
<Page>

         (ff)     The 98-1 Agreement is hereby amended by adding the following
                  Section 7.3 thereto in the appropriate numerical order:

                           7.3 CONDITIONS PRECEDENT TO SECOND ADDITIONAL
                           ADVANCE. The obligation of Lender to extend the
                           Second Additional Advance hereunder shall be subject
                           to the following conditions:

                           (a) Each of the representations and warranties made
                           by Borrower and Guarantor in this Agreement and by
                           AMC in the AMC Guarantee shall be true and correct as
                           of the date the Second Additional Advance is
                           disbursed;

                           (b) There shall not have occurred and be continuing
                           any Default, Event of Default or Other RF Event of
                           Default and Borrower, Guarantor and AMC shall be in
                           full compliance with all of their respective
                           covenants and obligations under this Agreement, the
                           Guarantee and the AMC Guarantee;

                           (c) There shall not have occurred a Change of
                           Control;

                           (d) Since February 29, 2000 there shall not have been
                           a material adverse change in the business,
                           operations, prospects or condition (financial or
                           otherwise) of Borrower, Guarantor or AMC, as
                           determined by Lender in good faith;

                           (e) The Second Additional Advance Condition shall be
                           satisfied;

                           (f) The disbursement of the Second Additional Advance
                           shall not violate any provision of law, regulation,
                           order or other governmental directive to which Lender
                           or any of its affiliates is bound; and

                           (g) Lender shall have received the Second Additional
                           Advance Notice of Borrowing described in Section 2.11
                           hereof.

         (gg)     Section 2.1 of each of the 99-1 Agreement and the 99-2
                  Agreement is hereby amended by adding the following sentence
                  to the end of such Section:

                           Subject to the terms and conditions of this
                           Agreement, Lender also agrees to lend to Borrower on
                           any date during the Additional Advance Availability
                           Period, an aggregate principal amount up to the
                           maximum amount that would satisfy the Additional
                           Advance Condition (the "MAXIMUM ADDITIONAL ADVANCE"
                           and the borrowing pursuant to this sentence, the
                           "ADDITIONAL ADVANCE"), such Additional Advance being
                           secured by the Collateral; PROVIDED, HOWEVER, that
                           the Maximum Additional Advance shall be reduced to
                           the extent necessary to ensure that

                                     10
<Page>

                           after giving effect to the Additional Advance, the
                           Advance Rate shall not exceed 60%.

         (hh)     Each of the 99-1 Agreement and the 99-2 Agreement is hereby
                  amended by adding the following Section 7.3 thereto in the
                  appropriate numerical order:

                           7.3 CONDITIONS PRECEDENT TO ADDITIONAL ADVANCE. The
                           obligation of Lender to extend the Additional Advance
                           hereunder shall be subject to the following
                           conditions:

                           (a) Each of the representations and warranties made
                           by Borrower and Guarantor in this Agreement and by
                           AMC in the AMC Guarantee shall be true and correct as
                           of the date the Additional Advance is disbursed;

                           (b) There shall not have occurred and be continuing
                           any Default, Event of Default or Other RF Event of
                           Default and Borrower, Guarantor and AMC shall be in
                           full compliance with all of their respective
                           covenants and obligations under this Agreement, the
                           Guarantee and the AMC Guarantee;

                           (c) There shall not have occurred a Change of
                           Control;

                           (d) Since February 29, 2000 there shall not have been
                           a material adverse change in the business,
                           operations, prospects or condition (financial or
                           otherwise) of Borrower, Guarantor or AMC, as
                           determined by Lender in good faith;

                           (e) The Additional Advance Condition shall be
                           satisfied;

                           (f) The disbursement of the Additional Advance shall
                           not violate any provision of law, regulation, order
                           or other governmental directive to which Lender or
                           any of its affiliates is bound;

                           (g) Borrower shall have delivered to Lender an
                           executed replacement promissory note evidencing the
                           Loan as increased by the Additional Advance in the
                           form of EXHIBIT I hereto; and

                           (h) Borrower shall have delivered to Lender an
                           opinion of special counsel to Borrower regarding the
                           due execution and delivery of the replacement
                           promissory note, in form and substance satisfactory
                           to Lender.

                           (i) Lender shall have received the Additional Advance
                           Notice of Borrowing described in Section 2.11 hereof.

                                     11
<Page>

         (ii)     The following definition of "GCFP Trigger Event" is hereby
                  added to Section 1 of each of the 98-2 Agreement, the 99-1
                  Agreement and the 99-2 Agreement, in each case in the
                  appropriate alphabetical order:

                           "GCFP TRIGGER EVENT" means, with respect to any
                           Determination Date, the occurrence of any of the
                           following events: (a) the Cumulative Default Rate
                           equals or exceeds 85% of the percentage referenced in
                           clause (b) of the definition of Trigger Event
                           relating to such Determination Date, (b) the
                           Cumulative Loss Rate equals or exceeds 85% of the
                           percentage referenced in clause (c) of the definition
                           of Trigger Event relating to such Determination Date
                           or (c) the Average Delinquency Ratio equals or
                           exceeds 6.50% for two successive Determination Dates.

         (jj)     The following definition of " Trigger Event" is hereby added
                  to Section 1 of each Residual Financing Agreement, in each
                  case in the appropriate alphabetical order:

                           "TRIGGER EVENT" shall have the meaning assigned to
                           such term in the Spread Account Agreement.

         (kk)     The following definition of "98-2 Spread Account Agreement" is
                  hereby added to Section 1 of each Residual Financing Agreement
                  (other than the 98-2 Agreement), in each case in the
                  appropriate alphabetical order:

                           "98-2 SPREAD ACCOUNT AGREEMENT" means the "Spread
                           Account Agreement", as defined in the Credit and
                           Security Agreement dated as of November 25, 1998
                           among Borrower, Lender and Guarantor.

         (ll)     The following definition of "99-1 Spread Account Agreement" is
                  hereby added to Section 1 of each Residual Financing Agreement
                  (other than the 99-1 Agreement), in each case in the
                  appropriate alphabetical order:

                           "99-1 SPREAD ACCOUNT AGREEMENT" means the "Spread
                           Account Agreement", as defined in the Credit and
                           Security Agreement dated as of August 12, 1999 among
                           Lender, Borrower and Guarantor.

         (mm)     The following definition of "99-2 Spread Account Agreement" is
                  hereby added to Section 1 of each Residual Financing Agreement
                  (other than the 99-2 Agreement), in each case in the
                  appropriate alphabetical order:

                           "99-2 SPREAD ACCOUNT AGREEMENT" means the "Spread
                           Account Agreement", as defined in the Credit and
                           Security Agreement dated as of December 9, 1999 among
                           Lender, Borrower and Guarantor.

         (nn)     Section 2.7(a) of each of the 97-1 Agreement and the 97-2
                  Agreement is hereby amended by adding the following sentence
                  to the end of such Section:

                                     12
<Page>

                           Any amounts received by Lender pursuant to the
                           immediately preceding sentence prior to 6:00 p.m.,
                           New York City time, on any Business Day shall be
                           deemed to be received on such Business Day, and any
                           amounts received by Lender after 6:00 p.m., New York
                           City time, on any Business Day shall be deemed to be
                           received on the next succeeding Business Day.

         (oo)     Section 2.7(b) of each of the 98-1 Agreement, the 98-2
                  Agreement, the 99-1 Agreement and the 99-2 Agreement is hereby
                  amended by adding the following sentence to the end of such
                  Section:

                           Any amounts received by Lender pursuant to this
                           Section 2.7(b) prior to 6:00 p.m., New York City
                           time, on any Business Day shall be deemed to be
                           received on such Business Day, and any amounts
                           received by Lender after 6:00 p.m., New York City
                           time, on any Business Day shall be deemed to be
                           received on the next succeeding Business Day.

         (pp)     Each of the 97-1 Agreement, the 97-2 Agreement and the 98-1
                  Agreement is hereby amended by adding the following Section in
                  the appropriate numerical order (such Section to be numbered
                  3.13 in the 97-1 Agreement and 3.15 in each of the 97-2
                  Agreement and the 98-1 Agreement):

                           PAYMENT OF EXCESS CASH FLOW. Upon receiving a
                           distribution pursuant to Section 2.5(b) hereof in
                           respect of amounts distributable to the Excess Cash
                           Flow Certifiateholder under the Pooling and Servicing
                           Agreement and the Spread Account Agreement, Lender
                           shall remit to Borrower an amount equal to 35% of any
                           such distribution by 4:00 p.m., New York City time,
                           on the date of receipt by Lender, in the case of
                           distributions received by Lender before 1:00 p.m.,
                           New York City time, and by 12:00 noon, New York City
                           time, on the Business Day immediately succeeding the
                           date of receipt by Lender, in the case of
                           distributions received by Lender after 1:00 p.m., New
                           York City time; PROVIDED, HOWEVER, that if a Trigger
                           Event (as defined in the Spread Account Agreement,
                           the 98-2 Spread Account Agreement, the 99-1 Spread
                           Account Agreement or the 99-2 Spread Account
                           Agreement) has occurred and is continuing, Lender
                           shall not remit to Borrower any amounts received by
                           Lender pursuant to Section 2.5(b) hereof. Lender
                           shall remit any amounts payable to Borrower pursuant
                           to the immediately preceding sentence to Borrower's
                           account (Account No. 00102672111) at Chase Bank of
                           Texas, N.A. (ABA No. 111001150).

         (qq)     The 98-2 Agreement is hereby amended by adding the following
                  Section 3.15 hereof in the appropriate numerical order:

                           3.15 PAYMENT OF EXCESS CASH FLOW. Upon receiving a
                           distribution pursuant to Section 2.5(b) hereof in
                           respect of amounts distributable to the

                                     13
<Page>

                           Excess Cash Flow Certifiateholder under the
                           Pooling and Servicing Agreement and the Spread
                           Account Agreement, Lender shall remit to Borrower
                           an amount equal to 35% of any such distribution by
                           4:00 p.m., New York City time, on the date of
                           receipt by Lender, in the case of distributions
                           received by Lender before 1:00 p.m., New York City
                           time, and by 12:00 noon, New York City time, on
                           the Business Day immediately succeeding the date
                           of receipt by Lender, in the case of distributions
                           received by Lender after 1:00 p.m., New York City
                           time; PROVIDED, HOWEVER, that if a Trigger Event
                           (as defined in the Spread Account Agreement, the
                           99-1 Spread Account Agreement or the 99-2 Spread
                           Account Agreement) or a GCFP Trigger Event has
                           occurred and is continuing, Lender shall not remit
                           to Borrower any amounts received by Lender
                           pursuant to Section 2.5(b) hereof. Lender shall
                           remit any amounts payable to Borrower pursuant to
                           the immediately preceding sentence to Borrower's
                           account (Account No. 00102672111) at Chase Bank of
                           Texas, N.A. (ABA No. 111001150).

         (rr)     The 99-1 Agreement is hereby amended by adding the following
                  Section 3.15 hereof in the appropriate numerical order:

                  3.15     PAYMENT OF EXCESS CASH FLOW. Upon receiving a
                           distribution pursuant to Section 2.5(b) hereof in
                           respect of amounts distributable to the
                           Certifiateholder under the Sale and Servicing
                           Agreement and the Spread Account Agreement, Lender
                           shall remit to Borrower an amount equal to 40% of any
                           such distribution by 4:00 p.m., New York City time,
                           on the date of receipt by Lender, in the case of
                           distributions received by Lender before 1:00 p.m.,
                           New York City time, and by 12:00 noon, New York City
                           time, on the Business Day immediately succeeding the
                           date of receipt by Lender, in the case of
                           distributions received by Lender after 1:00 p.m., New
                           York City time; PROVIDED, HOWEVER, that if a Trigger
                           Event (as defined in the Spread Account Agreement,
                           the 98-2 Spread Account Agreement or the 99-2 Spread
                           Account Agreement) or a GCFP Trigger Event has
                           occurred and is continuing, Lender shall not remit to
                           Borrower any amounts received by Lender pursuant to
                           Section 2.5(b) hereof. Lender shall remit any amounts
                           payable to Borrower pursuant to the immediately
                           preceding sentence to Borrower's account (Account No.
                           00102672111) at Chase Bank of Texas, N.A. (ABA No.
                           111001150).

         (ss)     The 99-2 Agreement is hereby amended by adding the following
                  Section 3.15 hereof in the appropriate numerical order:

                                     14
<Page>

                  3.15     PAYMENT OF EXCESS CASH FLOW. Upon receiving a
                           distribution pursuant to Section 2.5(b) hereof in
                           respect of amounts distributable to the
                           Certifiateholder under the Sale and Servicing
                           Agreement and the Spread Account Agreement, Lender
                           shall remit to Borrower an amount equal to 40% of any
                           such distribution by 4:00 p.m., New York City time,
                           on the date of receipt by Lender, in the case of
                           distributions received by Lender before 1:00 p.m.,
                           New York City time, and by 12:00 noon, New York City
                           time, on the Business Day immediately succeeding the
                           date of receipt by Lender, in the case of
                           distributions received by Lender after 1:00 p.m., New
                           York City time; PROVIDED, HOWEVER, that if a
                           Trigger Event (as defined in the Spread Account
                           Agreement, the 98-2 Spread Account Agreement or the
                           99-1 Spread Account Agreement) or a GCFP Trigger
                           Event has occurred and is continuing, Lender shall
                           not remit to Borrower any amounts received by Lender
                           pursuant to Section 2.5(b) hereof. Lender shall remit
                           any amounts payable to Borrower pursuant to the
                           immediately preceding sentence to Borrower's account
                           (Account No. 00102672111) at Chase Bank of Texas,
                           N.A. (ABA No. 111001150).

         (tt)     The following definition of "Constant Default Rate" is hereby
                  added to Section 1 of each Residual Financing Agreement, in
                  each case in the appropriate alphabetical order:

                           "CONSTANT DEFAULT RATE" means, with respect to any
                           Collection Period:

                                                 12
                                    100 x (1-(1-D  ))

                                    where "D" equals the Default Rate for such
                                    Collection Period.

         (uu)     The definition of "Average Default Rate" in each Residual
                  Financing Agreement is hereby deleted in its entirety and
                  replaced by the following definition of "Average Constant
                  Default Rate" in each case in the appropriate alphabetical
                  order:

                           "AVERAGE CONSTANT DEFAULT RATE" means, as of any
                           Calculation Date, the lesser of (i) the arithmetic
                           average of the Constant Default Rates for the most
                           recent three months as reported in the monthly
                           information sheets delivered by Borrower to Lender
                           and (ii) the arithmetic average of the Constant
                           Default Rates for the most recent six months as
                           reported in the monthly information sheets delivered
                           by Borrower to Lender.

                                     15
<Page>

         (vv)     The definition of "Default Rate" in each Residual Financing
                  Agreement is hereby amended and restated in its entirety to
                  read as follows:

                           "DEFAULT RATE" means, with respect to any Collection
                           Period, a fraction, expressed as a percentage, (a)
                           the numerator of which is the sum of (1) the
                           aggregate of the Principal Balances (as of the end of
                           the immediately preceding Collection Period) of all
                           Receivables that became Liquidated Receivables during
                           the current Collection Period and (2) the aggregate
                           of the Principal Balances (as of the related
                           repurchase date) of all Receivables that became
                           Purchased Receivables during such current Collection
                           Period that were 30 days or more delinquent
                           (calculated based on a 360-day year consisting of
                           twelve 30-day months) with respect to more than 5% of
                           a Scheduled Receivable Payment at the time of such
                           repurchase and (b) the denominator of which is equal
                           to Pool Balance as of the end of the immediately
                           preceding Collection Period.

         (ww)     The definition of "Valuation Rates" in each Residual Financing
                  Agreement is hereby amended and restated in its entirety to
                  read as follows:

                           "VALUATION RATES" means, collectively, the Prepayment
                           Rate, the Average Constant Default Rate, the Recovery
                           Rate and the Discount Rate.

         (xx)     The definition of "Monthly Recovery Rate" in each Residual
                  Financing Agreement is hereby amended and restated in its
                  entirety to read as follows:

                           "MONTHLY RECOVERY RATE" means, with respect to any
                           Collection Period, a fraction, the numerator of which
                           shall equal the sum of all Liquidation Proceeds and
                           Recoveries for such Collection Period, and the
                           denominator of which shall equal the sum of the
                           Principal Balances (as of the end of the immediately
                           preceding Collection Period) of all Receivables which
                           were actually liquidated during such Collection
                           Period, in each case as reported in the related
                           Servicer's Certificate.

         (yy)     The following definition of "Principal Balance" is hereby
                  added to Section 1 of each of the 97-1 Agreement, the 97-2
                  Agreement and the 98-1 Agreement, in each case in the
                  appropriate alphabetical order:

                           "PRINCIPAL BALANCE" has the meaning assigned thereto
                           in the Pooling and Servicing Agreement, without
                           giving effect to the proviso at the end of such
                           definition.

         (zz)     The definition of "Principal Balance" in the 98-2 Agreement is
                  hereby amended and restated in its entirety to read as
                  follows:

                                     16
<Page>

                           "PRINCIPAL BALANCE" has the meaning assigned thereto
                           in the Pooling and Servicing Agreement, without
                           giving effect to the proviso at the end of such
                           definition.

         (aaa)    The following definition of "Principal Balance" is hereby
                  added to Section 1 of the 99-1 Agreement, in the appropriate
                  alphabetical order:

                           "PRINCIPAL BALANCE" has the meaning assigned thereto
                           in Annex A to the Sale and Servicing Agreement,
                           without giving effect to the proviso at the end of
                           such definition.

         (bbb)    Each Residual Financing Agreement is hereby amended by adding
                  the following Section in the appropriate numerical order (such
                  Section to be numbered 6.6 in the 97-1 Agreement and the 97-2
                  Agreement, 6.7 in the 98-1 Agreement, 6.8 in the 98-2
                  Agreement and 6.9 in the 99-1 Agreement and the 99-2
                  Agreement):

                           CHANGE OF CONTROL.  No Change of Control shall occur.

         (ccc)    Section 4.8 of each Residual Financing Agreement is hereby
                  amended and restated in its entirety to read as follows:

                           4.8 FINANCIAL STATEMENTS. The unaudited balance
                           sheets of Guarantor as at February 29, 2000 and the
                           related statements of income for the fiscal periods
                           ended on such date, heretofore furnished to Lender,
                           are complete and correct in all material respects and
                           fairly present the financial condition of Guarantor
                           as at said date (subject to normal year-end audit
                           adjustments), all in accordance with U.S. generally
                           accepted accounting principles applied on a
                           consistent basis. On said dates, Guarantor had no
                           material contingent liabilities, liabilities for
                           taxes, unusual or anticipated losses from any
                           unfavorable commitments, except as referred to or
                           reflected in said balance sheets as at said dates.
                           Since February 29, 2000 there has been no material
                           adverse change in the operations, condition
                           (financial or otherwise), business or prospects of
                           Guarantor from that set forth in said financial
                           statements as at said date.

         (ddd)    Each Residual Financing Agreement is hereby amended by adding
                  the following Section in the appropriate numerical order (such
                  Section to be numbered 5.14 in the 97-1 Agreement, the 97-2
                  Agreement and the 98-1 Agreement, 5.16 in the 98-2 Agreement,
                  5.15 in the 99-1 Agreement and 5.16 in the 99-2 Agreement):

                           MATERIAL ADVERSE CHANGE. Each of Borrower and
                           Guarantor shall promptly give written notice to
                           Lender of Borrower or Guarantor, as applicable,
                           obtaining knowledge of or its discovery of a material
                           adverse change in the business, operations, prospects
                           or condition (financial or otherwise) of Borrower,
                           Guarantor or AMC, which in Borrower's or

                                     17
<Page>

                           Guarantor's, as applicable, good faith, reasonable
                           judgment gives Borrower or Guarantor, as
                           applicable, reasonable cause to believe that as a
                           result of such event (x) Borrower may be unable to
                           fulfill its obligations hereunder (y) Guarantor
                           may be unable to fulfill its obligations under the
                           Guarantee or (z) AMC may be unable to fulfill its
                           obligations under the AMC Guarantee.

         (eee)    Each of the 97-1 Agreement, the 97-2 Agreement, the 98-1
                  Agreement, the 98-2 Agreement and the 99-1 Agreement is hereby
                  amended by adding the following Section in the appropriate
                  numerical order (such Section to be numbered 5.15 in the 97-1
                  Agreement, the 97-2 Agreement and the 98-1 Agreement, 5.17 in
                  the 98-2 Agreement and 5.16 in the 99-1 Agreement):

                           INFORMATION SHEET. By 1:00 p.m. (New York City time),
                           on each Payment Date, Guarantor shall deliver to
                           Lender an information sheet indicating the Average
                           Constant Default Rate for the related Collection
                           Periods.

         (fff)    Section 5.14 of the 99-2 Agreement is hereby amended and
                  restated in its entirety to read as follows:

                           5.14 INFORMATION SHEET. By 1:00 p.m. (New York City
                           time), on each Payment Date, Guarantor shall deliver
                           to Lender an information sheet indicating the Average
                           Constant Default Rate for the related Collection
                           Periods.

         (ggg)    Exhibit H is hereby added as an exhibit to each Residual
                  Financing Agreement in the form attached to this Amendment as
                  ANNEX I.

         (hhh)    Exhibit I is hereby added as an exhibit to each of the 99-1
                  Agreement and the 99-2 Agreement in the form attached to this
                  Amendment as ANNEX II.

3. CONDITIONS PRECEDENT TO AMENDMENT. The obligations of Lender to enter into
this Amendment, and to perform its obligations hereunder, are subject to the
fulfillment of each condition precedent set forth in EXHIBIT A hereto.

4. EXPENSES. Each of Borrower and Guarantor shall pay to Lender (without
duplication), on demand, any and all fees, costs and expenses (including
reasonable fees and expenses of counsel) incurred by Lender in connection with
the preparation, execution, delivery and performance of this Amendment.

5. CONFIRMATIONS; REPRESENTATIONS AND WARRANTIES.

         (a)      Except as expressly amended hereby, all of the terms of each
                  Residual Financing Agreement shall remain in full force and
                  effect and are hereby ratified and confirmed in all respects.

                                     18
<Page>

         (b)      All presently outstanding and new Loans (as defined in each
                  Residual Financing Agreement) made under such Residual
                  Financing Agreement (including without limitation the
                  Additional Advance made under each of the 97-1 Agreement, the
                  97-2 Agreement, the 99-1 Agreement and the 99-2 Agreement and
                  the Second Additional Advance made under the 98-1 Agreement)
                  (each together with accrued interest thereon pursuant to the
                  terms of such Residual Financing Agreement) shall constitute
                  "Obligations" under such Residual Financing Agreement and
                  "Other RF Obligations" under each other Residual Financing
                  Agreement.

         (c)      Each of Borrower and Guarantor hereby represents and warrants
                  to Lender that (i) it has the requisite power and authority,
                  and legal right, to execute and deliver this Amendment and to
                  perform its obligations under this Amendment and each Residual
                  Financing Agreement as amended by this Amendment, (ii) it has
                  taken all necessary corporate and legal action to duly
                  authorize the execution and delivery of this Amendment and the
                  performance of its obligations under this Amendment and each
                  Residual Financing Agreement as amended by this Amendment,
                  (iii) this Amendment has been duly executed and delivered by
                  it, (iv) each of this Amendment and each Residual Financing
                  Agreement as amended by this Amendment constitutes its legal,
                  valid and binding obligation enforceable against it in
                  accordance with its terms, except as enforceability may be
                  limited by applicable bankruptcy, insolvency, reorganization,
                  moratorium or similar laws affecting the rights of creditors
                  generally and by general equitable principles (whether
                  enforcement is sought by proceedings in equity or at law) and
                  (v) after giving effect to this Amendment, no Default or Event
                  of Default under any Residual Financing Agreement has occurred
                  and is continuing.

         (d)      Each representation and warranty contained in each Residual
                  Financing Agreement is true and correct as of the date of this
                  Amendment and is hereby restated and affirmed.

         (e)      Each covenant contained in each Residual Financing Agreement
                  is hereby restated and affirmed.

6. FURTHER ASSURANCES. The parties hereto hereby agree to execute and deliver
such additional documents, instruments or agreements as may be reasonably
necessary and appropriate to effectuate the purposes of this Amendment.

7. CONFLICTS. In the event of a conflict of any provision hereof with any
provision or definition set forth in a Residual Financing Agreement, the
provisions and definitions of this Amendment shall control.

8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

                                     19
<Page>

9. SEVERABILITY. Any provision of this Amendment or a Residual Financing
Agreement which is prohibited, unenforceable or not authorized in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition, unenforceability or non-authorization without invalidating the
remaining provisions hereof or thereof or affecting the validity, enforceability
or legality of such provisions in any other jurisdiction.

10. BINDING EFFECT. This Amendment shall be binding upon and shall be
enforceable by parties hereto and their respective successors and permitted
assigns.

11. HEADINGS. The headings appearing in this Amendment are included solely for
convenience of reference and are not intended to affect the interpretation of
any other provision of this Amendment.

12. COUNTERPARTS. This Amendment may be signed in any number of counterparts
which, taken together, shall constitute a full and original agreement for all
purposes.

                                     20
<Page>

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their respective authorized officers as of the
date first above written.

                                            LONG BEACH ACCEPTANCE
                                            RECEIVABLES CORP., as Borrower

                                            By:    _____________________________
                                                   Name:
                                                   Title:

                                            LONG BEACH ACCEPTANCE CORP., as
                                            Guarantor

                                            By:    _____________________________
                                                   Name:
                                                   Title:

                                            GREENWICH CAPITAL FINANCIAL
                                            PRODUCTS, INC., as Lender

                                            By:    _____________________________
                                                   Name:
                                                   Title:

                                     21
<Page>


                                                                       EXHIBIT A
                              CONDITIONS PRECEDENT

Borrower and the Guarantor shall deliver or cause to be delivered to Lender the
following, in each case in form and substance satisfactory to Lender:

         1.       Replacement promissory notes executed by Borrower under the
                  97-1 Agreement, the 97-2 Agreement and the 98-1 Agreement (in
                  the forms attached as EXHIBIT B, to this Amendment).

         2.       Letter of Guarantor acknowledging that each of the Guarantees
                  relates to the related Residual Financing Agreement as amended
                  by this Amendment, in the form attached to this Amendment as
                  EXHIBIT C.

         3.       Letter of Ameriquest Mortgage Company ("AMC") amending each of
                  the AMC Guarantees and acknowledging that each of the AMC
                  Guarantees as amended relates to the related Residual
                  Financing Agreement as amended by this Amendment, in the form
                  attached to this Amendment as EXHIBIT D.

         4.       Opinion of Dewey Ballantine LLP, special counsel to Borrower
                  and Guarantor, in form and substance satisfactory to Lender.

         5.       Opinion of counsel to AMC, regarding due authorization,
                  execution and delivery of the amendment and acknowledgement
                  letter of AMC in form and substance satisfactory to Lender.

         6.       Secretary's Certificate and Incumbency Certificate of Borrower
                  (including good standing certificate of the Delaware Secretary
                  of State and certified resolutions of Borrower's board of
                  directors relating to the Residual Financing Agreements as
                  amended by this Amendment), in form and substance satisfactory
                  to Lender.

         7.       Secretary's Certificate and Incumbency Certificate of
                  Guarantor (including good standing certificate of the Delaware
                  Secretary of State and certified resolutions of Guarantor's
                  board of directors relating to the Residual Financing
                  Agreements as amended by this Amendment), in form and
                  substance satisfactory to Lender.

         8.       Secretary's Certificate and Incumbency Certificates of AMC
                  (including good standing certificate of the Delaware Secretary
                  of State and certified resolutions of AMC's board of directors
                  relating to the amended AMC Guarantees), in form and substance
                  satisfactory to Lender.

         9.       Such other opinions, documents and instruments as Lender or
                  its counsel shall reasonably request.

                                     A-1
<Page>

                                                                     EXHIBIT B-1

                   GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.

                                 PROMISSORY NOTE


                                                                  April 14, 2000

Amount: U.S. $4,321,626

         FOR VALUE RECEIVED, LONG BEACH ACCEPTANCE RECEIVABLES CORP. (the
"Borrower") unconditionally promises to pay on the Maturity Date (as defined in
the 97-1 Agreement referred to below) to the order of Greenwich Capital
Financial Products, Inc. (the "Lender") in Federal or other immediately
available funds in lawful money of the United States the principal sum of Four
Million Three Hundred Twenty One Thousand Six Hundred Twenty Six Dollars (U.S
$4,321,626) or, if less, the aggregate unpaid principal amount of the Loans made
by Lender to Borrower pursuant to the 97-1 Agreement, and to pay interest
thereon from the date hereof until this Note is repaid in like money at the
rates per annum and in the manner set forth in the 97-1 Agreement.

         The principal of and interest on this Note shall be payable in
immediately available funds without set-off or counterclaim, in the manner set
forth in the 97-1 Agreement.

         This Note is issued pursuant to the terms of a Credit and Security
Agreement dated as of March 31, 1997 among Borrower, Lender and Long Beach
Acceptance Corp., as Guarantor (as amended from time to time, the "97-1
Agreement"), and is subject to the terms thereof and is entitled to the benefits
therein provided.

         Upon the occurrence of an Event of Default (as defined in the 97-1
Agreement), the principal of and accrued interest on this Note may be declared
due and payable in the manner and with the effect provided in the 97-1
Agreement, without presentment, demand, protest or notice of any kind, each of
which is hereby expressly waived by Borrower.

         THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW
OF THE STATE OF NEW YORK.

                                      LONG BEACH ACCEPTANCE RECEIVABLES CORP.


                                      By:     __________________________________
                                              Name:
                                              Title:


                                     B-1-1
<Page>

                                                                     EXHIBIT B-2

                   GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.

                                 PROMISSORY NOTE


                                                                  April 14, 2000

Amount: U.S. $6,801,908

         FOR VALUE RECEIVED, LONG BEACH ACCEPTANCE RECEIVABLES CORP. (the
"Borrower") unconditionally promises to pay on the Maturity Date (as defined in
the 97-2 Agreement referred to below) to the order of Greenwich Capital
Financial Products, Inc. (the "Lender") in Federal or other immediately
available funds in lawful money of the United States the principal sum of Six
Million Eight Hundred One Thousand Nine Hundred Eight Dollars (U.S. $6,801,908)
or, if less, the aggregate unpaid principal amount of the Loans made by Lender
to Borrower pursuant to the 97-2 Agreement, and to pay interest thereon from the
date hereof until this Note is repaid in like money at the rates per annum and
in the manner set forth in the 97-2 Agreement.

         The principal of and interest on this Note shall be payable in
immediately available funds without set-off or counterclaim, in the manner set
forth in the 97-2 Agreement.

         This Note is issued pursuant to the terms of a Credit and Security
Agreement dated as of August 29, 1997 among Borrower, Lender and Long Beach
Acceptance Corp., as Guarantor (as amended from time to time, the "97-2
Agreement"), and is subject to the terms thereof and is entitled to the benefits
therein provided.

         Upon the occurrence of an Event of Default (as defined in the 97-2
Agreement), the principal of and accrued interest on this Note may be declared
due and payable in the manner and with the effect provided in the 97-2
Agreement, without presentment, demand, protest or notice of any kind, each of
which is hereby expressly waived by Borrower.

         THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW
OF THE STATE OF NEW YORK.

                                      LONG BEACH ACCEPTANCE RECEIVABLES CORP.


                                      By:     __________________________________
                                              Name:
                                              Title:


                                     B-2-1
<Page>

                                                                     EXHIBIT B-3

                   GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.

                                 PROMISSORY NOTE


                                                                  April 14, 2000

Amount: U.S. $5,739,491

         FOR VALUE RECEIVED, LONG BEACH ACCEPTANCE RECEIVABLES CORP. (the
"Borrower") unconditionally promises to pay on the Maturity Date (as defined in
the 98-1 Agreement referred to below) to the order of Greenwich Capital
Financial Products, Inc. (the "Lender") in Federal or other immediately
available funds in lawful money of the United States the principal sum of Five
Million Seven Hundred Thirty Nine Thousand Four Hundred Ninety One Dollars (U.S.
$5,739,491) or, if less, the aggregate unpaid principal amount of the Loans made
by Lender to Borrower pursuant to the 98-1 Agreement, and to pay interest
thereon from the date hereof until this Note is repaid in like money at the
rates per annum and in the manner set forth in the 98-1 Agreement.

         The principal of and interest on this Note shall be payable in
immediately available funds without set-off or counterclaim, in the manner set
forth in the 98-1 Agreement.

         This Note is issued pursuant to the terms of a Credit and Security
Agreement dated as of January 30, 1998 among Borrower, Lender and Long Beach
Acceptance Corp., as Guarantor (as amended from time to time, the "98-1
Agreement"), and is subject to the terms thereof and is entitled to the benefits
therein provided.

         Upon the occurrence of an Event of Default (as defined in the 98-1
Agreement), the principal of and accrued interest on this Note may be declared
due and payable in the manner and with the effect provided in the 98-1
Agreement, without presentment, demand, protest or notice of any kind, each of
which is hereby expressly waived by Borrower.

         THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW
OF THE STATE OF NEW YORK.

                                      LONG BEACH ACCEPTANCE RECEIVABLES CORP.


                                      By:     __________________________________
                                              Name:
                                              Title:


                                     B-3-1
<Page>

                                                                       EXHIBIT C
                                [LBAC LETTERHEAD]

                                   April 14, 2000



Greenwich Capital Financial Products, Inc.
600 Steamboat Road
Greenwich, Connecticut  06830

Ladies and Gentlemen:

         Reference is made to (i) the Credit and Security Agreement dated as of
March 31, 1997 (as amended, supplemented or otherwise modified prior to the date
hereof, the "Original 97-1 Agreement") among Long Beach Acceptance Receivables
Corp. ("Borrower"), Long Beach Acceptance Corp. ("Guarantor") and Greenwich
Capital Financial Products, Inc. ("Lender"), (ii) the Credit and Security
Agreement dated as of August 29, 1997 (as amended, supplemented or otherwise
modified prior to the date hereof, the "Original 97-2 Agreement") among
Borrower, Guarantor and Lender, (iii) the Credit and Security Agreement dated as
of January 30, 1998 (as amended, supplemented or otherwise modified prior to the
date hereof, the "Original 98-1 Agreement") among Borrower, Guarantor and
Lender, (iv) the Credit and Security Agreement dated as of November 25, 1998 (as
amended, supplemented or otherwise modified prior to the date hereof, the
"Original 98-2 Agreement") among Borrower, Guarantor and Lender, (v) the Credit
and Security Agreement dated as of August 12, 1999 (as amended, supplemented or
otherwise modified prior to the date hereof, the "Original 99-1 Agreement")
among Borrower, Guarantor and Lender, (vi) the Credit and Security Agreement
dated as of December 9, 1999 (as amended, supplemented or otherwise modified
prior to the date hereof, the "Original 99-2 Agreement"; and collectively with
the Original 97-1 Agreement, the Original 97-2 Agreement, the Original 98-1
Agreement, the Original 98-2 Agreement and the Original 99-1 Agreement, the
"Original Residual Financing Agreements", and each individually, an "Original
Residual Financing Agreement") among Borrower, Guarantor and Lender, (vii) the
Guarantee by Guarantor dated as of March 31, 1997 (the "97-1 Guarantee") in
favor of Lender, (viii) the Guarantee by Guarantor dated as of August 27, 1997
(the "97-2 Guarantee") in favor of Lender, (ix) the Guarantee by Guarantor dated
as of January 30, 1998 (the "98-1 Guarantee") in favor of Lender, (x) the
Guarantee by Guarantor dated as of November 25, 1998 (the "98-2 Guarantee") in
favor of Lender, (xi) the Guarantee by Guarantor dated as of August 12, 1999
(the "99-1 Guarantee") in favor of Lender and (xii) the Guarantee by Guarantor
dated as of December 9, 1999 (the "99-2 Guarantee"; and collectively with the
97-1 Guarantee, the 97-2 Guarantee, the 98-1 Guarantee, the 98-2 Guarantee and
the 99-1 Guarantee, the "Guarantees", and each individually, an "Guarantee") in
favor of Lender, and (xiii) Omnibus Amendment Agreement No. 3 dated as of April
14, 2000 (the "Amendment") among Borrower, Guarantor and Lender. The Original
97-1 Agreement, the Original 97-2 Agreement, the Original 98-1 Agreement, the
Original 98-2 Agreement, the Original 99-1 Agreement and the Original 99-2
Agreement, each

                                     C-1
<Page>

as amended by the Amendment, as the same may be amended, supplemented or
otherwise modified from time to time in accordance with the respective terms
thereof are referred to herein as the "97-1 Agreement," the "97-2 Agreement,"
the "98-1 Agreement," the "98-2 Agreement," the "99-1 Agreement" and the
"99-2 Agreement," respectively, and collectively, the "Residual Financing
Agreements", and each individually, a "Residual Financing Agreement".
Capitalized terms used but not otherwise defined herein are used as defined
in the applicable Guarantee.

         For good and valuable consideration, the receipt and sufficiency of
which we hereby acknowledge, we hereby agree and confirm that (i) we
unconditionally and irrevocably guarantee to Lender, or any successor in
interest of Lender, the due, punctual and complete payment and performance by
Borrower when and as due, whether at the stated maturity, by acceleration, upon
one or more dates set for repayment or prepayment or otherwise, of the
Obligations, (ii) all Loans outstanding under each Residual Financing Agreement
(including without limitation the Additional Advance made under and as defined
in each of the 97-1 Agreement, the 97-2 Agreement, the 99-1 Agreement and the
99-2 Agreement and the Second Additional Advance made under and as defined in
the 98-1 Agreement) (in each case together with interest accrued thereon
pursuant to the terms of such Residual Financing Agreement) shall constitute
"Obligations" under such Residual Financing Agreement, (iii) all "Obligations"
under each Residual Financing Agreement shall constitute "Obligations" under the
related Guarantee, and (iv) all of the terms of the Guarantees remain in full
force and effect and are hereby ratified and confirmed in all respects.

                                                Very truly yours,

                                                LONG BEACH ACCEPTANCE CORP.


                                                By:   __________________________
                                                      Name:
                                                      Title:


                                     C-2
<Page>

                                                                       EXHIBIT D
                                [AMC LETTERHEAD]

                                  April 14, 2000



Greenwich Capital Financial Products, Inc.
600 Steamboat Road
Greenwich, Connecticut  06830

Ladies and Gentlemen:

         Reference is made to (i) the Credit and Security Agreement dated as of
March 31, 1997 (as amended, supplemented or otherwise modified prior to the date
hereof, the "Original 97-1 Agreement") among Long Beach Acceptance Receivables
Corp. ("Borrower"), Long Beach Acceptance Corp. ("LBAC") and Greenwich Capital
Financial Products, Inc. ("Lender"), (ii) the Credit and Security Agreement
dated as of August 29, 1997 (as amended, supplemented or otherwise modified
prior to the date hereof, the "Original 97-2 Agreement") among Borrower, LBAC
and Lender, (iii) the Credit and Security Agreement dated as of January 30, 1998
(as amended, supplemented or otherwise modified prior to the date hereof, the
"Original 98-1 Agreement") among Borrower, LBAC and Lender, (iv) the Credit and
Security Agreement dated as of November 25, 1998 (as amended, supplemented or
otherwise modified prior to the date hereof, the "Original 98-2 Agreement")
among Borrower, LBAC and Lender, (v) the Credit and Security Agreement dated as
of August 12, 1999 (as amended, supplemented or otherwise modified prior to the
date hereof, the "Original 99-1 Agreement") among Borrower, LBAC and Lender,
(vi) the Credit and Security Agreement dated as of December 9, 1999 (as amended,
supplemented or otherwise modified prior to the date hereof, the "Original 99-2
Agreement"; and collectively with the Original 97-1 Agreement, the Original 97-2
Agreement, the Original 98-1 Agreement, the Original 98-2 Agreement and the
Original 99-1 Agreement, the "Original Residual Financing Agreements", and each
individually, an "Original Residual Financing Agreement") (vii) the LBMC
Guarantee by Ameriquest Mortgage Company (as successor of Long Beach Mortgage
Company) dated as of March 31, 1997 (the "97-1 AMC Guarantee") in favor of
Lender, (viii) the AMC Guarantee by Ameriquest Mortgage Company dated as of
August 27, 1997 (the "97-2 AMC Guarantee") in favor of Lender, (ix) the AMC
Guarantee by Ameriquest Mortgage Company dated as of January 30, 1998 (the "98-1
AMC Guarantee") in favor of Lender, (x) the AMC Guarantee by Ameriquest Mortgage
Company dated as of November 25, 1998 (the "98-2 AMC Guarantee"), (xi) the AMC
Guarantee by Ameriquest Mortgage Company dated as of August 12, 1999 (the "99-1
AMC Guarantee") in favor of Lender, (xii) the AMC Guarantee by Ameriquest
Mortgage Company dated as of December 9, 1999 (the "99-2 AMC Guarantee") in
favor of Lender (the 97-1 AMC Guarantee, the 97-2 AMC Guarantee, the 98-1 AMC
Guarantee, the 98-2 AMC Guarantee and the 99-1 AMC Guarantee and the 99-2 AMC
Guarantee are collectively referred to herein as the "AMC Guarantees", and each
individually, an "AMC Guarantee"), (xiii) the Guarantee by LBAC dated as of
March 31, 1997 (the "97-1 LBAC Guarantee") in favor of Lender, (xiv) the
Guarantee by LBAC dated as of August 27, 1997 (the "97-2 LBAC Guarantee") in
favor of Lender, (xv) the Guarantee by LBAC dated as of January 30, 1998 (the
"98-1 LBAC Guarantee") in favor of Lender, (xvi) the

                                     D-1
<Page>

Guarantee by LBAC dated as of November 25, 1998 (the "98-2 LBAC Guarantee")
in favor of Lender, (xvii) the Guarantee by LBAC dated as of August 12, 1999
(the "99-1 LBAC Guarantee") in favor of Lender, (xviii) the Guarantee by LBAC
dated as of December 9, 1999 (the "99-2 LBAC Guarantee"; and collectively
with the 97-1 LBAC Guarantee, the 97-2 LBAC Guarantee, the 98-1 LBAC
Guarantee, the 98-2 LBAC Guarantee and the 99-1 LBAC Guarantee, the "LBAC
Guarantees", and each individually, a "LBAC Guarantee") in favor of Lender,
and (xix) Omnibus Amendment Agreement No. 3 dated as of April 14, 2000 (the
"Amendment") among Borrower, LBAC, as guarantor, and Lender. The Original
97-1 Agreement, the Original 97-2 Agreement, the Original 98-1 Agreement, the
Original 98-2 Agreement, the Original 99-1 Agreement and the Original 99-2
Agreement, as amended by the Amendment, as the same may be amended,
supplemented or otherwise modified from time to time in accordance with the
respective terms thereof are referred to herein as the "97-1 Agreement," the
"97-2 Agreement," the "98-1 Agreement," the "98-2 Agreement," the "99-1
Agreement" and the "99-2 Agreement," respectively, and collectively, the
"Residual Financing Agreements", and each individually, a "Residual Financing
Agreement". Capitalized terms used but not otherwise defined herein are used
as defined in the applicable AMC Guarantee.

         For good and valuable consideration, the receipt and sufficiency of
which we hereby acknowledge, we hereby agree and confirm that (i) we
unconditionally and irrevocably guarantee to Lender, or any successor in
interest of Lender, the due, punctual and complete payment and performance by
LBAC when and as due, whether at the stated maturity, by acceleration, upon one
or more dates set for repayment or prepayment or otherwise, of the LBAC
Obligations, (ii) all Loans outstanding under each Residual Financing Agreement
(including without limitation the Additional Advance made under and as defined
in each of the 97-1 Agreement, the 97-2 Agreement, the 99-1 Agreement and the
99-2 Agreement and the Second Additional Advance made under and as defined in
the 98-1 Agreement) (in each case together with interest accrued thereon
pursuant to the terms of such Residual Financing Agreement) shall constitute
"Obligations" under such Residual Financing Agreement, (iii) all "Obligations"
under each Residual Financing Agreement shall constitute "LBAC Obligations"
under the related AMC Guarantee, as amended by this letter, and (iv) all of the
terms of the AMC Guarantees, as amended by this letter, remain in full force and
effect and are hereby ratified and confirmed in all respects.

         We hereby further amend and restate Section 10(g) of each AMC Guarantee
in its entirety to read as follows:

         (g) FINANCIAL CONDITION. AMC shall maintain a net worth of at least
         100% of the net worth AMC is required to maintain pursuant to the
         credit documents AMC has entered into with its primary warehouse lender
         (which on the date hereof is Chase Bank of Texas, National Association)
         (net worth, in each case, being calculated in accordance with such
         credit documents); PROVIDED that, if such credit documents are
         terminated and AMC does not have a primary warehouse lender, the
         reference to such credit documents will be deemed to be to such credit
         documents as in effect immediately prior to such termination. AMC shall
         maintain a debt-to-equity ratio of no more than 100% of the
         debt-to-equity ratio AMC is required to maintain pursuant to the credit
         documents AMC has entered into with its primary warehouse lender (which
         on the date hereof is Chase Bank of

                                     D-2
<Page>

         Texas, National Association) (debt-to-equity, in each case, being
         calculated in accordance with such credit documents); PROVIDED that,
         if such credit documents are terminated and AMC does not have a
         primary warehouse lender, the reference to credit documents AMC has
         entered into with its primary warehouse lender will be deemed to be
         to such credit documents as in effect immediately prior to such
         termination.

                                           Very truly yours,

                                           AMERIQUEST MORTGAGE COMPANY


                                           By:      __________________________
                                                    Name:
                                                    Title:







AGREED AND ACCEPTED:



GREENWICH CAPITAL MARKETS, INC.



By:  ____________________________________________
      Name:
      Title:


                                     D-3
<Page>

                                                                         ANNEX I


                                                                       EXHIBIT H

                 FORM OF NOTICE OF ADDITIONAL ADVANCE BORROWING




[Date]

Greenwich Capital Financial Products, Inc.
600 Steamboat Road
Greenwich, Connecticut 06830

Ladies and Gentlemen:

         In accordance with Section 2.11 of that certain Credit and Security
Agreement, dated as of [____________] (as amended, modified or otherwise
supplemented from time to time, the "AGREEMENT", the terms defined therein being
used herein as defined therein), by and among Greenwich Capital Financial
Products, Inc., as Lender, the undersigned, as Borrower, and Long Beach
Acceptance Corp., as Guarantor, the undersigned hereby requests a Loan in an
aggregate principal amount equal to $_________________, to be disbursed in the
manner provided below.

         The undersigned hereby certifies that the following statements are true
on the date hereof:

         A.       the representations and warranties contained in Section 4 of
                  the Agreement are true and correct as of the date hereof; and

         B.       no Default, Event of Default or Other RF Event of Default has
                  occurred and is continuing.

         DISBURSEMENT INSTRUCTIONS:

                                        Very truly yours,


                                        Long Beach Acceptance Receivables Corp.,
                                        as Borrower


                                        By:
                                             -----------------------------------
                                             Name:
                                             Title:


                                     I-1
<Page>

                                                                        ANNEX II


                                                                       EXHIBIT I


                   GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.

                                 PROMISSORY NOTE


                                                                          [Date]

Amount: U.S. $[_____________]

         FOR VALUE RECEIVED, LONG BEACH ACCEPTANCE RECEIVABLES CORP. (the
"Borrower") unconditionally promises to pay on the Maturity Date (as defined in
the [99-1][99-2] Agreement referred to below) to the order of Greenwich Capital
Financial Products, Inc. (the "Lender") in Federal or other immediately
available funds in lawful money of the United States the principal sum of
[_____________________] (U.S. $[___________]) or, if less, the aggregate unpaid
principal amount of the Loans made by Lender to Borrower pursuant to the
[99-1][99-2] Agreement, and to pay interest thereon from the date hereof until
this Note is repaid in like money at the rates per annum and in the manner set
forth in the [99-1][99-2] Agreement.

         The principal of and interest on this Note shall be payable in
immediately available funds without set-off or counterclaim, in the manner set
forth in the [99-1][99-2] Agreement.

         This Note is issued pursuant to the terms of a Credit and Security
Agreement dated as of [August 12, 1999][December 9, 1999] among Borrower, Lender
and Long Beach Acceptance Corp., as Guarantor (as amended from time to time, the
"[99-1][99-2] Agreement"), and is subject to the terms thereof and is entitled
to the benefits therein provided.

         Upon the occurrence of an Event of Default (as defined in the
[99-1][99-2] Agreement), the principal of and accrued interest on this Note may
be declared due and payable in the manner and with the effect provided in the
[99-1][99-2] Agreement, without presentment, demand, protest or notice of any
kind, each of which is hereby expressly waived by Borrower.

         THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW
OF THE STATE OF NEW YORK.

                                        LONG BEACH ACCEPTANCE RECEIVABLES CORP.


                                        By:   __________________________________
                                              Name:
                                              Title:

                                     II-1
<Page>

                                                                  EXECUTION COPY

                        OMNIBUS AMENDMENT AGREEMENT NO. 4

         This OMNIBUS AMENDMENT AGREEMENT NO. 4, dated as of December 13, 2000
(this "Amendment"), is made among (i) LONG BEACH ACCEPTANCE RECEIVABLES CORP., a
Delaware corporation ("Borrower"), (ii) LONG BEACH ACCEPTANCE CORP., a Delaware
corporation ("Guarantor"), and (iii) GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.,
a Delaware corporation ("Lender").

                                   WITNESSETH:

         WHEREAS, Borrower, Lender and Guarantor are parties to (i) the Credit
and Security Agreement dated as of August 29, 1997 (as amended, supplemented or
otherwise modified prior to the date hereof, the "97-2 Agreement"), (ii) the
Credit and Security Agreement dated as of January 30, 1998 (as amended,
supplemented or otherwise modified prior to the date hereof, the "98-1
Agreement"), (iii) the Credit and Security Agreement dated as of November 25,
1998 (as amended, supplemented or otherwise modified prior to the date hereof,
the "98-2 Agreement"), (iv) the Credit and Security Agreement dated as of August
12, 1999 (as amended, supplemented or otherwise modified prior to the date
hereof, the "99-1 Agreement"), (v) the Credit and Security Agreement dated as of
December 9, 1999 (as amended, supplemented or otherwise modified prior to the
date hereof, the "99-2 Agreement") and (vi) the Credit and Security Agreement
dated as of June 15, 2000 (as amended, supplemented or otherwise modified prior
to the date hereof, the "2000-1 Agreement" and, collectively with the 97-2
Agreement, the 98-1 Agreement, the 98-2 Agreement, the 99-1 Agreement and the
99-2 Agreement, the "Residual Financing Agreements", and each individually, a
"Residual Financing Agreement"), in each case whereby Lender has made certain
loans to Borrower which are guaranteed by Guarantor and Ameriquest Mortgage
Company ("AMC") pursuant to certain guarantees referred to therein, and which
loans are secured by, among other things, the collateral identified in the
Residual Financing Agreements and certain collateral pledged under the Security
Agreement dated as of January 30, 1998 (as amended, supplemented or otherwise
modified from time to time in accordance with the terms thereof, the "Security
Agreement") made by Guarantor, as pledgor, in favor of Lender, as pledgee (which
Security Agreement also secures obligations of Guarantor under the Warehouse
Lending Agreement dated as of January 30, 1998 (as amended, supplemented or
otherwise modified from time to time in accordance with the terms thereof, the
"Warehouse Loan Agreement") between Guarantor, as borrower, and Lender, as
lender);

         WHEREAS, Borrower, Lender and Guarantor have agreed to make certain
amendments to the Residual Financing Agreements as provided herein; and

         WHEREAS, Section 9.3 of each Residual Financing Agreement permits the
amendment thereof as provided herein.

         NOW, THEREFORE, in consideration of the mutual agreements hereinafter
set forth, and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto hereby agree as
follows:

<Page>

1. DEFINITIONS. Capitalized terms used, but not otherwise defined herein, shall
have the meanings ascribed thereto in the applicable Residual Financing
Agreement.

2. AMENDMENTS.

         (a)      The following definition of "Crossed Paydown Method" is hereby
                  added to Section 1 of each Residual Financing Agreement, in
                  each case in the appropriate alphabetical order:

                           "CROSSED PAYDOWN METHOD" means, with respect to funds
                           to be applied to satisfy the Obligations and Other
                           Residual Financing Obligations, as applicable,
                           arising under any Crossed Residual Financing
                           Agreements pursuant to Section 3.15 hereof, that such
                           funds shall be applied sequentially, first to reduce
                           to zero the Obligations or Other Residual Financing
                           Obligations, as applicable, relating to the Crossed
                           Residual Financing Agreement having the earliest
                           origination date, and then to reduce to zero the
                           Obligations or Other RF Obligations, as applicable,
                           relating to the remaining Crossed Residual Financing
                           Agreement having the earliest origination date. The
                           foregoing order of priority shall be repeated until
                           all Obligations or Other RF Obligations, as
                           applicable, arising under any Crossed Residual
                           Financing Agreements have been reduced to zero.

         (b)      The following definition of "Crossed Residual Financing
                  Agreement" is hereby added to Section 1 of each Residual
                  Financing Agreement, in each case in the appropriate
                  alphabetical order:

                           "CROSSED RESIDUAL FINANCING AGREEMENT" means each
                           credit and security agreement or other similar
                           agreement among Lender, Borrower and Guarantor
                           secured by one or more certificates, excess cash flow
                           certificates or other residual interests in
                           securitizations identified on EXHIBIT J hereto (as
                           such EXHIBIT J may be amended or supplemented from
                           time to time in accordance with Section 3.16 hereof),
                           as each such agreement may be amended, supplemented
                           or otherwise modified from time to time in accordance
                           with the terms thereof.

         (c)      The following definition of "Future Spread Account Agreement"
                  is hereby added to Section 1 of each Residual Finance
                  Agreement, in each case in the appropriate alphabetical order:

                           "FUTURE SPREAD ACCOUNT AGREEMENT" means any master
                           spread account agreement among Borrower, Financial
                           Security Assurance Inc. and the other parties named
                           therein entered into after the date hereof, as the
                           same may be amended, supplemented or otherwise
                           modified from time to time in accordance with the
                           terms thereof.

                                     2
<Page>

         (d)      The following definition of "SARR Reinsured Series" is hereby
                  added to Section 1 of each Residual Financing Agreement, in
                  each case in the appropriate alphabetical order:

                           "SARR Resinsured Series" has the meaning ascribed
                           thereto in the 2000-2 Spread Account Agreement.

         (e)      The following definition of "2000-1 Spread Account Agreement"
                  is hereby added to Section 1 of each Residual Financing
                  Agreement other than the 2000-1 Agreement, in each case in the
                  appropriate alphabetical order:

                           "2000-1 SPREAD ACCOUNT AGREEMENT" means the "Spread
                           Account Agreement" as defined in the 2000-1
                           Agreement.

         (f)      The following definition of "2000-2 Spread Account Agreement"
                  is hereby added to Section 1 of each Residual Financing
                  Agreement, in each case in the appropriate alphabetical order:

                           "2000-2 SPREAD ACCOUNT AGREEMENT" means the Amended
                           and Restated Master Spread Account Agreement dated as
                           of December 1, 2000, among Borrower, Financial
                           Security Assurance, Inc. and the other parties
                           thereto as the same may be amended, supplemented or
                           otherwise modified from time to time in accordance
                           with the terms thereof.

         (g)      The second sentence of Section 2.7(b) of each of the 98-2
                  Agreement, the 99-1 Agreement, the 99-2 Agreement and the
                  2000-1 Agreement is hereby deleted in its entirety and
                  replaced with the following:

                           All amounts received in respect of the Certificate or
                           other Collateral will be applied pursuant to Section
                           3.15.

         (h)      Section 3.15 of each of the 97-2 Agreement and the 98-1
                  Agreement is hereby deleted in its entirety and replaced by
                  the following:

                           3.15. PAYMENT OF EXCESS CASH FLOW. Upon receiving a
                           distribution pursuant to Section 2.5(b), Section 2.7
                           hereof in respect of amounts distributable to the
                           Excess Cash Flow Certificateholder under the Pooling
                           and Servicing Agreement and the Spread Account
                           Agreement, Lender shall apply such distribution in
                           the following manner and order of priority: FIRST, an
                           amount equal to the product of (x) 33 1/3% and (y)
                           35% of such distribution shall be applied by Lender
                           to reduce to zero all Obligations and Other RF
                           Obligations, as applicable, arising under each
                           Crossed Residual Financing Agreement pursuant to the
                           Crossed Paydown Method; SECOND, Lender shall remit to
                           Borrower an amount equal to the product of (x) 66
                           2/3% and (y) 35% of such distribution, by 4:00 p.m.,
                           New York

                                     3
<Page>

                           City time, on the date of receipt by Lender,
                           in the case of distributions received by Lender
                           before 1:00 p.m., New York City time, and by 12:00
                           noon, New York City time, on the Business Day
                           immediately succeeding the date of receipt by Lender,
                           in the case of distributions received by Lender after
                           1:00 p.m., New York City time; and THIRD, an amount
                           equal to 65% of such distribution shall be applied by
                           Lender to reduce to zero any outstanding Other RF
                           Obligations; PROVIDED, HOWEVER, that if a Trigger
                           Event (as defined in the Spread Account Agreement,
                           the 98-2 Spread Account Agreement, the 99-1 Spread
                           Account Agreement, the 99-2 Spread Account Agreement,
                           the 2000-1 Spread Account Agreement, the 2000-2
                           Spread Account Agreement or any Future Spread Account
                           Agreement) has occurred and is continuing, Lender
                           shall not remit to Borrower any amounts received by
                           Lender pursuant to Section 2.5(b) or Section 2.7
                           hereof and shall apply any such amounts otherwise
                           distributable to Borrower as specified in clause
                           THIRD above. Lender shall remit any amounts payable
                           to Borrower pursuant to this Section 3.15 to
                           Borrower's account (Account No. 00102672111) at The
                           Chase Manhattan Bank, N.A. (ABA No. 111001150).

         (i)      Section 3.15 of the 98-2 Agreement is hereby deleted in its
                  entirety and replaced by the following:

                           PAYMENT OF EXCESS CASH FLOW. Upon receiving a
                           distribution pursuant to Section 2.5(b) or Section
                           2.7(b) hereof, as applicable, in respect of amounts
                           distributable to the Certificateholder under the Sale
                           and Servicing Agreement and the Spread Account
                           Agreement, (a) if a GCFP Trigger Event shall not have
                           occurred and be continuing, Lender shall apply such
                           distribution in the following manner and order of
                           priority: FIRST, 100% of such distribution shall be
                           applied by Lender to reduce to zero all Obligations
                           and Other RF Obligations, as applicable, under each
                           Crossed Residual Financing Agreement pursuant to the
                           Crossed Paydown Method, and SECOND, the remainder of
                           such distribution shall be applied by Lender to
                           reduce to zero any outstanding Other RF Obligations,
                           or (b) if a GCFP Trigger Event has occurred and is
                           continuing with respect to a Crossed Residual
                           Financing Agreement, Lender shall apply such
                           distribution in the following manner and order of
                           priority: FIRST, 100% of such distribution shall be
                           applied to reduce to zero all Obligations or Other RF
                           Obligations, as applicable, arising under such
                           Crossed Residual Financing Agreement and, SECOND, if
                           such GCFP Trigger Event has an adverse affect on any
                           other Crossed Residual Financing Agreement, the
                           remaining amount of such distribution, if any, shall
                           be applied to reduce to zero all Obligations and
                           Other RF Obligations, as applicable, arising under
                           such other Crossed Residual Financing Agreements
                           pursuant to the Crossed Payment Method.

                                     4
<Page>

         (j)      Each of the 99-1 Agreement, the 99-2 Agreement and the 2000-1
                  Agreement is hereby amended by deleting in its entirety
                  Section 3.15 thereof and replacing it with the following:

                           3.15. PAYMENT OF EXCESS CASH FLOW. Upon receiving
                           a distribution pursuant to Section 2.5(b) or
                           2.7(b) hereof in respect of amounts distributable
                           to the Certificateholder under the Sale and
                           Servicing Agreement and the Spread Account
                           Agreement, (a) if a GCFP Trigger Event shall not
                           have occurred and be continuing, Lender shall
                           apply such distribution in the following manner
                           and order of priority: FIRST, an amount equal to
                           the product of (x) 33 1/3% and (y) 40% of such
                           distribution shall be applied by Lender to reduce
                           to zero all Obligations and Other RF Obligations,
                           as applicable, arising under each Crossed Residual
                           Financing Agreement pursuant to the Crossed
                           Paydown Method; SECOND, Lender shall remit to
                           Borrower an amount equal to the product of (x) 66
                           2/3% and (y) of 40% of any such distribution, by
                           4:00 p.m., New York City time, on the date of
                           receipt by Lender, in the case of distributions
                           received by Lender before 1:00 p.m., New York City
                           time, and by 12:00 noon, New York City time, on
                           the Business Day immediately succeeding the date
                           of receipt by Lender, in the case of distributions
                           received by Lender after 1:00 p.m., New York City
                           time; and THIRD, an amount equal to 60% of such
                           distribution shall be applied by Lender to reduce
                           to zero any outstanding Other RF Obligations;
                           PROVIDED, HOWEVER, that if a Trigger Event (as
                           defined in the Spread Account Agreement, the 98-2
                           Spread Account Agreement, the 99-1 Spread Account
                           Agreement, the 99-2 Spread Account Agreement the
                           2000-1 Spread Account Agreement, the 2000-2 Spread
                           Account Agreement or any Future Spread Account
                           Agreement) has occurred and is continuing, Lender
                           shall not remit to Borrower any amounts received
                           by Lender pursuant to Section 2.5(b) or 2.7(b)
                           hereof and shall apply any such amounts otherwise
                           distributable to Borrower as specified in clause
                           THIRD above, or (b) if a GCFP Trigger Event shall
                           have occurred and be continuing with respect to a
                           Crossed Residual Financing Agreement, Lender shall
                           apply such distribution in the following manner
                           and order of priority: FIRST, 100% of such
                           distribution shall be applied to reduce to zero
                           all Obligations or Other RF Obligations, as
                           applicable, arising under such Crossed Residual
                           Financing Agreement and, SECOND, if such GCFP
                           Trigger Event has an adverse affect on any other
                           Crossed Residual Financing Agreement, the
                           remaining amount of such distribution, if any,
                           shall be applied to reduce to zero all Obligations
                           and Other RF Obligations, as applicable, arising
                           under such other Crossed Residual Financing
                           Agreements pursuant to the Crossed Payment Method.
                           Lender shall remit any amounts payable to Borrower
                           pursuant to this Section 3.15 to Borrower's
                           account (Account No. 00102672111) at Chase Bank of
                           Texas, N.A. (ABA No. 111001150).

                                      5
<Page>

         (k)      Each Residual Financing Agreement is hereby amended by adding
                  the following Section 3.16 thereto in the appropriate
                  numerical order:

                           3.16. EXHIBIT J. Exhibit J hereto may be amended or
                           supplemented from time to time by (i) written notice
                           from Lender to Borrower of any such amendment or
                           supplement or (ii) delivery by Lender to Borrower of
                           a copy of Exhibit J as so amended or supplemented;
                           PROVIDED that (a) such amendment or supplement
                           relates to one or more credit and security agreements
                           or other similar agreements among Lender, Borrower
                           and Guarantor, and (b) such credit and security
                           agreement relates to the financing of a certificate
                           issued in connection with a SARR Reinsured Series,
                           the spread account relating to which is crossed,
                           pursuant to the related Spread Account Agreement or
                           any other spread account agreement relating thereto,
                           with the spread account of one or more of the Crossed
                           Residual Financing Agreements listed on Exhibit J,
                           whether at present so listed or hereafter added to
                           Exhibit J. In addition, if Lender delivers changes to
                           Exhibit J to any Other Residual Financing Agreement
                           as provided therein, Exhibit J hereto shall
                           automatically and without further action be amended
                           by such changes; PROVIDED that such change relates to
                           one or more credit and security agreements or other
                           similar agreements among Lender, Borrower and
                           Guarantor.

         (l)      Each Residual Financing Agreement is hereby amended by
                  deleting in its entirety the information under the heading "To
                  Lender:" in Section 9.10 and replacing it with the following:

                  To Lender:          Greenwich Capital Financial Products, Inc.
                                      600 Steamboat Road
                                      Greenwich, Connecticut 06830
                                      Attention:  Asset-Backed Finance
                                      Telephone:  (203) 622-5666
                                      Facsimile:  (203) 618-2164

                                      WITH A COPY TO:

                                      Greenwich Capital Financial Products, Inc.
                                      600 Steamboat Road
                                      Greenwich, Connecticut 06830
                                      Attention:  General Counsel
                                      Telephone:  (203) 625-6065
                                      Facsimile:  (203) 629-4571.

         (m)      Each Residual Financing Agreement is hereby amended by adding
                  "EXHIBIT J" thereto in the form attached hereto as Annex I.


                                      6
<Page>

3. CONDITIONS PRECEDENT TO AMENDMENT. The obligations of Lender to enter into
this Amendment, and to perform its obligations hereunder, are subject to the
fulfillment of each condition precedent set forth in EXHIBIT A hereto.

4. EXPENSES. Each of Borrower and Guarantor shall pay to Lender (without
duplication), on demand, any and all fees, costs and expenses (including
reasonable fees and expenses of counsel) incurred by Lender in connection with
the preparation, execution, delivery and performance of this Amendment.

5. CONFIRMATIONS; REPRESENTATIONS AND WARRANTIES.

         (a)      Except as expressly amended hereby, all of the terms of each
                  Residual Financing Agreement shall remain in full force and
                  effect and are hereby ratified and confirmed in all respects.

         (b)      All presently outstanding and new Loans (as defined in each
                  Residual Financing Agreement) made under such Residual
                  Financing Agreement (including without limitation the
                  Additional Advance made under each of the 97-2 Agreement, the
                  99-1 Agreement and the 99-2 Agreement and the Second
                  Additional Advance made under the 98-1 Agreement) (each
                  together with accrued interest thereon pursuant to the terms
                  of such Residual Financing Agreement) shall constitute
                  "Obligations" under such Residual Financing Agreement and
                  "Other RF Obligations" under each other Residual Financing
                  Agreement.

         (c)      Each of Borrower and Guarantor hereby represents and warrants
                  to Lender that (i) it has the requisite power and authority,
                  and legal right, to execute and deliver this Amendment and to
                  perform its obligations under this Amendment and each Residual
                  Financing Agreement as amended by this Amendment, (ii) it has
                  taken all necessary corporate and legal action to duly
                  authorize the execution and delivery of this Amendment and the
                  performance of its obligations under this Amendment and each
                  Residual Financing Agreement as amended by this Amendment,
                  (iii) this Amendment has been duly executed and delivered by
                  it, (iv) each of this Amendment and each Residual Financing
                  Agreement as amended by this Amendment constitutes its legal,
                  valid and binding obligation enforceable against it in
                  accordance with its terms, except as enforceability may be
                  limited by applicable bankruptcy, insolvency, reorganization,
                  moratorium or similar laws affecting the rights of creditors
                  generally and by general equitable principles (whether
                  enforcement is sought by proceedings in equity or at law) and
                  (v) after giving effect to this Amendment, no Default or Event
                  of Default under any Residual Financing Agreement has occurred
                  and is continuing.

                                      7
<Page>

         (d)      Each representation and warranty contained in each Residual
                  Financing Agreement is true and correct as of the date of this
                  Amendment and is hereby restated and affirmed.

         (e)      Each covenant contained in each Residual Financing Agreement
                  is hereby restated and affirmed.

6. FURTHER ASSURANCES. The parties hereto hereby agree to execute and deliver
such additional documents, instruments or agreements as may be reasonably
necessary and appropriate to effectuate the purposes of this Amendment.

7. CONFLICTS. In the event of a conflict of any provision hereof with any
provision or definition set forth in a Residual Financing Agreement, the
provisions and definitions of this Amendment shall control.

8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

9. SEVERABILITY. Any provision of this Amendment or a Residual Financing
Agreement which is prohibited, unenforceable or not authorized in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition, unenforceability or non-authorization without invalidating the
remaining provisions hereof or thereof or affecting the validity, enforceability
or legality of such provisions in any other jurisdiction.

10. BINDING EFFECT. This Amendment shall be binding upon and shall be
enforceable by parties hereto and their respective successors and permitted
assigns.

11. HEADINGS. The headings appearing in this Amendment are included solely for
convenience of reference and are not intended to affect the interpretation of
any other provision of this Amendment.

12. COUNTERPARTS. This Amendment may be signed in any number of counterparts
which, taken together, shall constitute a full and original agreement for all
purposes.


                                      8
<Page>

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their respective authorized officers as of the
date first above written.

                                            LONG BEACH ACCEPTANCE
                                            RECEIVABLES CORP., as Borrower

                                            By:    _____________________________
                                                   Name:
                                                   Title:

                                            LONG BEACH ACCEPTANCE CORP., as
                                            Guarantor

                                            By:    _____________________________
                                                   Name:
                                                   Title:

                                            GREENWICH CAPITAL FINANCIAL
                                            PRODUCTS, INC., as Lender

                                            By:    _____________________________
                                                   Name:
                                                   Title:

                                      9
<Page>

                                                                       EXHIBIT A
                              CONDITIONS PRECEDENT

Borrower and the Guarantor shall deliver or cause to be delivered to Lender the
following, in each case in form and substance satisfactory to Lender:

         1.       Letter of Guarantor acknowledging that each of the Guarantees
                  relates to the related Residual Financing Agreement as amended
                  by this Amendment, in the form attached to this Amendment as
                  EXHIBIT B.

         2.       Letter of Ameriquest Mortgage Company ("AMC") amending each of
                  the AMC Guarantees and acknowledging that each of the AMC
                  Guarantees as amended relates to the related Residual
                  Financing Agreement as amended by this Amendment, in the form
                  attached to this Amendment as EXHIBIT C.

         3.       Opinion of Dewey Ballantine LLP, special counsel to Borrower
                  and Guarantor, in form and substance satisfactory to Lender.

         4.       Opinion of counsel to AMC, regarding due authorization,
                  execution and delivery of this Amendment and acknowledgement
                  letter of AMC in form and substance satisfactory to Lender.

         5.       Secretary's Certificate and Incumbency Certificate of Borrower
                  (including good standing certificate of the Delaware Secretary
                  of State and certified resolutions of Borrower's board of
                  directors relating to the Residual Financing Agreements as
                  amended by this Amendment), in form and substance satisfactory
                  to Lender.

         6.       Secretary's Certificate and Incumbency Certificate of
                  Guarantor (including good standing certificate of the Delaware
                  Secretary of State and certified resolutions of Guarantor's
                  board of directors relating to the Residual Financing
                  Agreements as amended by this Amendment), in form and
                  substance satisfactory to Lender.

         7.       Secretary's Certificate and Incumbency Certificates of AMC
                  (including good standing certificate of the Delaware Secretary
                  of State and certified resolutions of AMC's board of directors
                  relating to the amended AMC Guarantees), in form and substance
                  satisfactory to Lender.

         8.       Such other opinions, documents and instruments as Lender or
                  its counsel shall reasonably request.


                                      A-1
<Page>

                                                                       EXHIBIT B
                                [LBAC LETTERHEAD]

                                December 13, 2000



Greenwich Capital Financial Products, Inc.
600 Steamboat Road
Greenwich, Connecticut  06830

Ladies and Gentlemen:

         Reference is made to (i) the Credit and Security Agreement dated as of
August 29, 1997 (as amended, supplemented or otherwise modified prior to the
date hereof, the "Original 97-2 Agreement") among Long Beach Acceptance
Receivables Corp. ("Borrower"), Long Beach Acceptance Corp. ("Guarantor") and
Greenwich Capital Financial Products, Inc. ("Lender"), (ii) the Credit and
Security Agreement dated as of January 30, 1998 (as amended, supplemented or
otherwise modified prior to the date hereof, the "Original 98-1 Agreement")
among Borrower, Guarantor and Lender, (iii) the Credit and Security Agreement
dated as of November 25, 1998 (as amended, supplemented or otherwise modified
prior to the date hereof, the "Original 98-2 Agreement") among Borrower,
Guarantor and Lender, (iv) the Credit and Security Agreement dated as of August
12, 1999 (as amended, supplemented or otherwise modified prior to the date
hereof, the "Original 99-1 Agreement") among Borrower, Guarantor and Lender, (v)
the Credit and Security Agreement dated as of December 9, 1999 (as amended,
supplemented or otherwise modified prior to the date hereof, the "Original 99-2
Agreement"), (vi) the Credit and Security Agreement dated as of June 15, 2000 by
and among Borrower, Guarantor and Lender (as amended, supplemented or otherwise
modified prior to the date hereof, the "Original 2000-1 Agreement" and,
collectively with the Original 97-2 Agreement, the Original 98-1 Agreement, the
Original 98-2 Agreement, the Original 99-1 Agreement and the Original 99-2
Agreement, the "Original Residual Financing Agreements", and each individually,
an "Original Residual Financing Agreement") among Borrower, Guarantor and
Lender, (vii) the Guarantee by Guarantor dated as of August 27, 1997 (the "97-2
Guarantee") in favor of Lender, (viii) the Guarantee by Guarantor dated as of
January 30, 1998 (the "98-1 Guarantee") in favor of Lender, (ix) the Guarantee
by Guarantor dated as of November 25, 1998 (the "98-2 Guarantee") in favor of
Lender, (x) the Guarantee by Guarantor dated as of August 12, 1999 (the "99-1
Guarantee") in favor of Lender, (xi) the Guarantee by Guarantor dated as of
December 9, 1999 (the "99-2 Guarantee") and (xii) the Guarantee by Guarantor
dated as of June 15, 2000 (the "2000-1 Guarantee" and, collectively with the
97-2 Guarantee, the 98-1 Guarantee, the 98-2 Guarantee, the 99-1 Guarantee and
the 99-2 Guarantee, and as amended, supplemented or otherwise modified prior to
the date hereof, the "Guarantees", and each individually, a "Guarantee") in
favor of Lender, and (xiii) Omnibus Amendment Agreement No. 4 dated as of
December 13, 2000 (the "Amendment") among Borrower, Guarantor and Lender. The
Original 97-2 Agreement, the Original 98-1 Agreement, the Original 98-2
Agreement, the Original 99-1

                                      B-1
<Page>

Agreement, the Original 99-2 Agreement and the Original 2000-1 Agreement,
each as amended by the Amendment, as the same may be amended, supplemented or
otherwise modified from time to time in accordance with the respective terms
thereof are referred to herein as the "97-2 Agreement", the "98-1 Agreement",
the "98-2 Agreement", the "99-1 Agreement", the "99-2 Agreement" and the
"2000-1 Agreement", respectively, and collectively, the "Residual Financing
Agreements", and each individually, a "Residual Financing Agreement".
Capitalized terms used but not otherwise defined herein are used as defined
in the applicable Guarantee.

         For good and valuable consideration, the receipt and sufficiency of
which we hereby acknowledge, we hereby agree and confirm that (i) we
unconditionally and irrevocably guarantee to Lender, or any successor in
interest of Lender, the due, punctual and complete payment and performance by
Borrower when and as due, whether at the stated maturity, by acceleration, upon
one or more dates set for repayment or prepayment or otherwise, of the
Obligations, (ii) all Loans outstanding under each Residual Financing Agreement
(including without limitation the Additional Advance made under and as defined
in each of the 97-2 Agreement, the 99-1 Agreement and the 99-2 Agreement and the
Second Additional Advance made under and as defined in the 98-1 Agreement) (in
each case together with interest accrued thereon pursuant to the terms of such
Residual Financing Agreement) shall constitute "Obligations" under such Residual
Financing Agreement, (iii) all "Obligations" under each Residual Financing
Agreement shall constitute "Obligations" under the related Guarantee, and (iv)
all of the terms of the Guarantees, as amended, supplemented or otherwise
modified prior to the date hereof and as confirmed by this letter, remain in
full force and effect and are hereby ratified and confirmed in all respects.

                                               Very truly yours,

                                               LONG BEACH ACCEPTANCE CORP.


                                               By:    __________________________
                                                      Name:
                                                      Title:


AGREED AND ACCEPTED:
-------------------


GREENWICH CAPITAL MARKETS, INC.



By:
     -----------------------------------
     Name:
     Title:


                                      B-2
<Page>

                                                                       EXHIBIT C
                                [AMC LETTERHEAD]

                                 December 13, 2000



Greenwich Capital Financial Products, Inc.
600 Steamboat Road
Greenwich, Connecticut  06830

Ladies and Gentlemen:

         Reference is made to (i) the Credit and Security Agreement dated as of
August 29, 1997 (as amended, supplemented or otherwise modified prior to the
date hereof, the "Original 97-2 Agreement") among Long Beach Acceptance
Receivables Corp. ("Borrower"), Long Beach Acceptance Corp. ("LBAC") and
Greenwich Capital Financial Products, Inc. ("Lender"), (ii) the Credit and
Security Agreement dated as of January 30, 1998 (as amended, supplemented or
otherwise modified prior to the date hereof, the "Original 98-1 Agreement")
among Borrower, LBAC and Lender, (iii) the Credit and Security Agreement dated
as of November 25, 1998 (as amended, supplemented or otherwise modified prior to
the date hereof, the "Original 98-2 Agreement") among Borrower, LBAC and Lender,
(iv) the Credit and Security Agreement dated as of August 12, 1999 (as amended,
supplemented or otherwise modified prior to the date hereof, the "Original 99-1
Agreement") among Borrower, LBAC and Lender, (v) the Credit and Security
Agreement dated as of December 9, 1999 (as amended, supplemented or otherwise
modified prior to the date hereof, the "Original 99-2 Agreement"), (vi) the
Credit and Security Agreement dated as of June 15, 2000 (as amended,
supplemented or otherwise modified prior to the date hereof, the "Original
2000-1 Agreement" and, collectively with the Original 97-2 Agreement, the
Original 98-1 Agreement, the Original 98-2 Agreement, the Original 99-1
Agreement and the Original 99-2 Agreement, the "Original Residual Financing
Agreements", and each individually, an "Original Residual Financing Agreement"),
(vii) the AMC Guarantee by Ameriquest Mortgage Company (as successor of Long
Beach Mortgage Company) dated as of August 27, 1997 (the "97-2 AMC Guarantee")
in favor of Lender, (viii) the AMC Guarantee by Ameriquest Mortgage Company
dated as of January 30, 1998 (the "98-1 AMC Guarantee") in favor of Lender, (ix)
the AMC Guarantee by Ameriquest Mortgage Company dated as of November 25, 1998
(the "98-2 AMC Guarantee"), (x) the AMC Guarantee by Ameriquest Mortgage Company
dated as of August 12, 1999 (the "99-1 AMC Guarantee") in favor of Lender, (xi)
the AMC Guarantee by Ameriquest Mortgage Company dated as of December 9, 1999
(the "99-2 AMC Guarantee") in favor of Lender, (xii) the AMC Guarantee by
Ameriquest Mortgage Company dated as of June 15, 2000 (the "2000-1 AMC
Guarantee")and, collectively with the 97-2 AMC Guarantee, the 98-1 AMC
Guarantee, the 98-2 AMC Guarantee, the 99-1 AMC Guarantee and the 99-2 AMC
Guarantee and as amended, supplemented or otherwise modified prior to the date
hereof the "AMC Guarantees", and each individually, an "AMC Guarantee"), (xiii)
the Guarantee by LBAC dated as of August 27, 1997 (the "97-2 LBAC Guarantee") in
favor of Lender, (xiv) the Guarantee by LBAC dated as of January 30, 1998 (the
"98-1 LBAC Guarantee") in favor of Lender, (xv) the Guarantee by LBAC dated as
of November 25, 1998 (the "98-2 LBAC Guarantee") in favor of Lender, (xvi) the
Guarantee by LBAC dated as of

                                      C-1
<Page>

August 12, 1999 (the "99-1 LBAC Guarantee") in favor of Lender, (xvii) the
Guarantee by LBAC dated as of December 9, 1999 (the "99-2 LBAC Guarantee") in
favor of the Lender, (xviii) the Guarantee by LBAC dated as of June15, 2000
(the "2000-1 LBAC Guarantee" and, collectively with the 97-1 LBAC Guarantee,
the 97-2 LBAC Guarantee, the 98-1 LBAC Guarantee, the 98-2 LBAC Guarantee and
the 99-1 LBAC Guarantee, and as amended, supplemented or otherwise modified
prior to the date hereof, the "LBAC Guarantees", and each individually, an
"LBAC Guarantee") in favor of Lender, (xix) Omnibus Amendment Agreement No. 4
dated as of December 13, 2000 (the "Amendment") among Borrower, LBAC, as
guarantor, and Lender. The Original 97-1 Agreement, the Original 97-2
Agreement, the Original 98-1 Agreement, the Original 98-2 Agreement, the
Original 99-1 Agreement, the Original 99-2 and the Original 2000-1 Agreement,
as amended by the Amendment, as the same may be amended, supplemented or
otherwise modified from time to time in accordance with the respective terms
thereof are referred to herein as the "97-2 Agreement", the "98-1 Agreement",
the "98-2 Agreement", the "99-1 Agreement", the "99-2 Agreement" and the
"2000-1 Agreement", respectively, and collectively, the "Residual Financing
Agreements", and each individually, a "Residual Financing Agreement".
Capitalized terms used but not otherwise defined herein are used as defined
in the applicable AMC Guarantee.

         For good and valuable consideration, the receipt and sufficiency of
which we hereby acknowledge, we hereby agree and confirm that (i) we
unconditionally and irrevocably guarantee to Lender, or any successor in
interest of Lender, the due, punctual and complete payment and performance by
LBAC when and as due, whether at the stated maturity, by acceleration, upon one
or more dates set for repayment or prepayment or otherwise, of the LBAC
Obligations, (ii) all Loans outstanding under each Residual Financing Agreement
(including without limitation the Additional Advance made under and as defined
in each of the 97-2 Agreement, the 99-1 Agreement and the 99-2 Agreement and the
Second Additional Advance made under and as defined in the 98-1 Agreement) (in
each case together with interest accrued thereon pursuant to the terms of such
Residual Financing Agreement) shall constitute "Obligations" under such Residual
Financing Agreement, (iii) all "Obligations" under each Residual Financing
Agreement shall constitute "LBAC Obligations" under the related AMC Guarantee,
as amended by this letter, and (iv) all of the terms of the AMC Guarantees, as
confirmed by this letter, and as amended, supplemented or otherwise modified
prior to the date hereof remain in full force and effect and are hereby ratified
and confirmed in all respects.

                                              Very truly yours,

                                              AMERIQUEST MORTGAGE COMPANY


                                              By:     __________________________
                                                      Name:
                                                      Title:


                                      C-2
<Page>

                                                                         ANNEX I


                                                                       EXHIBIT J

                      CROSSED RESIDUAL FINANCING AGREEMENTS



Credit and Security Agreement dated as of November 25, 1998 by and among
Greenwich Capital Financial Products, Inc., as lender, Long Beach Acceptance
Receivables Corp., as borrower, and Long Beach Acceptance Corp., as guarantor,
as amended by the Omnibus Amendment Agreement dated as of March 31, 1999,
Omnibus Amendment Agreement No. 2 dated as of August 12, 1999, Omnibus Amendment
Agreement No. 3 dated as of April 14, 2000 and Omnibus Amendment Agreement No. 4
dated as of December 13, 2000, and as otherwise amended, supplemented or
modified from time to time pursuant to the terms thereof.

Credit and Security Agreement dated as of December 13, 2000 by and among
Greenwich Capital Financial Products, Inc., as lender, Long Beach Acceptance
Receivables Corp., as borrower, and Long Beach Acceptance Corp., as guarantor,
as amended, supplemented or modified from time to time in accordance with the
terms thereof.


                                      I-J-1
<Page>
                                                                 EXECUTION COPPY

                        OMNIBUS AMENDMENT AGREEMENT NO. 5

         This OMNIBUS AMENDMENT AGREEMENT NO. 5, dated as of January 12, 2001
(this "Amendment"), is made among (i) LONG BEACH ACCEPTANCE RECEIVABLES CORP., a
Delaware corporation ("Borrower"), (ii) LONG BEACH ACCEPTANCE CORP., a Delaware
corporation ("Guarantor"), and (iii) GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.,
a Delaware corporation ("Lender").

                                   WITNESSETH:

         WHEREAS, Borrower, Lender and Guarantor are parties to (i) the Credit
and Security Agreement dated as of August 29, 1997 (as amended, supplemented or
otherwise modified prior to the date hereof, the "97-2 Agreement"), (ii) the
Credit and Security Agreement dated as of January 30, 1998 (as amended,
supplemented or otherwise modified prior to the date hereof, the "98-1
Agreement"), (iii) the Credit and Security Agreement dated as of November 25,
1998 (as amended, supplemented or otherwise modified prior to the date hereof,
the "98-2 Agreement"), (iv) the Credit and Security Agreement dated as of August
12, 1999 (as amended, supplemented or otherwise modified prior to the date
hereof, the "99-1 Agreement"), (v) the Credit and Security Agreement dated as of
December 9, 1999 (as amended, supplemented or otherwise modified prior to the
date hereof, the "99-2 Agreement"), (vi) the Credit and Security Agreement dated
as of June 15, 2000 (as amended, supplemented or otherwise modified prior to the
date hereof, the "2000-1 Agreement") and (vii) the Credit and Security Agreement
dated as of December 13, 2000 (as amended, supplemented or otherwise modified
prior to the date hereof, the "2000-2 Agreement" and, collectively with the 97-2
Agreement, the 98-1 Agreement, the 98-2 Agreement, the 99-1 Agreement, the 99-2
Agreement and the 2000-1 Agreement, the "Residual Financing Agreements", and
each individually, a "Residual Financing Agreement"), in each case whereby
Lender has made certain loans to Borrower which are guaranteed by Guarantor and
Ameriquest Mortgage Company ("AMC") pursuant to certain guarantees referred to
therein, and which loans are secured by, among other things, the collateral
identified in the Residual Financing Agreements and certain collateral pledged
under the Security Agreement dated as of January 30, 1998 (as amended,
supplemented or otherwise modified from time to time in accordance with the
terms thereof, the "Security Agreement") made by Guarantor, as pledgor, in favor
of Lender, as pledgee (which Security Agreement also secures obligations of
Guarantor under the Warehouse Lending Agreement dated as of January 30, 1998 (as
amended, supplemented or otherwise modified from time to time in accordance with
the terms thereof, the "Warehouse Loan Agreement") between Guarantor, as
borrower, and Lender, as lender);

         WHEREAS, Borrower, Lender and Guarantor have agreed to make certain
amendments to the Residual Financing Agreements as provided herein; and

         WHEREAS, Section 9.3 of each Residual Financing Agreement permits the
amendment thereof as provided herein.

<Page>

         NOW, THEREFORE, in consideration of the mutual agreements hereinafter
set forth, and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto hereby agree as
follows:

1. DEFINITIONS. Capitalized terms used, but not otherwise defined herein, shall
have the meanings ascribed thereto in the applicable Residual Financing
Agreement.

2. AMENDMENTS.

         (a)      The definition of "Loan" in the 98-1 Agreement is hereby
                  amended by amending and restating the last proviso at the end
                  of such definition to read as follows:

                           , PROVIDED, FURTHER, that the term "LOAN" shall for
                           all purposes include the Second Additional Advance
                           and the Third Additional Advance.

         (b)      The following definition of "Maximum Third Additional Advance"
                  is hereby added to Section 1 of the 98-1 Agreement in the
                  appropriate alphabetical order:

                           "MAXIMUM THIRD ADDITIONAL ADVANCE" has the meaning
                           assigned thereto in Section 2.1 hereof.

         (c)      The following definition of "Third Additional Advance" is
                  hereby added to Section 1 of the 98-1 Agreement in the
                  appropriate alphabetical order:

                           "THIRD ADDITIONAL ADVANCE" has the meaning assigned
                           to thereto in Section 2.1 hereof.

         (d)      The following definition of "Third Additional Advance
                  Condition" is hereby added to Section 1 of the 98-1 Agreement
                  in the appropriate alphabetical order:

                           "THIRD ADDITIONAL ADVANCE CONDITION" means the
                           following conditions precedent to Lender's commitment
                           to make the Third Additional Advance hereunder: (a)
                           the Advance Rate shall not exceed 60% after giving
                           effect to such Third Additional Advance and (b) the
                           sum of (i) the aggregate unpaid principal balance of
                           the Loans (as defined in this Agreement) and (ii) the
                           aggregate unpaid principal balance of the Loans (as
                           defined in each Other Residual Financing Agreement)
                           shall not exceed $42,000,000, in each case after
                           giving effect to the Third Additional Advance.

         (e)      Section 2.1 of the 98-1 Agreement is hereby amended by adding
                  the following sentence to the end of such Section:

                           Subject to the terms and conditions of this
                           Agreement, Lender also agrees to lend to Borrower on
                           January 12, 2001, an aggregate principal amount not
                           to exceed One Million Eighty One Thousand Eight
                           Hundred Dollars

                                      2
<Page>

                           ($1,081,800.00) (the "MAXIMUM THIRD ADDITIONAL
                           ADVANCE" and the borrowing pursuant to this
                           sentence, the "THIRD ADDITIONAL ADVANCE"), such
                           Third Additional Advance being secured by the
                           Collateral; PROVIDED, HOWEVER, that the Maximum
                           Third Additional Advance shall be reduced to the
                           extent necessary to ensure that after giving
                           effect to the Third Additional Advance, the
                           Advance Rate shall not exceed 60%.

         (f)      Section 2.3(a) of the 98-1 Agreement is hereby amended by
                  adding the following sentence to the end of such Section:

                           Borrower shall execute and deliver to Lender on or
                           prior to January 12, 2001 a replacement Note
                           evidencing the Loan as increased by the Maximum Third
                           Additional Advance permitted pursuant to Section 2.1.

         (g)      The 98-1 Agreement is hereby amended by adding the following
                  Section 2.12 thereto in the appropriate numerical order:

                           2.11 PROCEDURE FOR MAKING THIRD ADDITIONAL ADVANCE.
                           The Borrower may request the making of the Third
                           Additional Advance hereunder by delivering to Lender
                           a notice in the form of EXHIBIT K hereto (a "THIRD
                           ADDITIONAL ADVANCE NOTICE OF BORROWING") no later
                           than 5:00 p.m., New York City time, on January 11,
                           2001, appropriately completed to specify the
                           aggregate amount of the Third Additional Advance
                           requested. Subject to the prior or contemporaneous
                           satisfaction of each condition precedent specified in
                           Section 7.4 hereof on January 12, 2001, Lender shall
                           disburse the Third Additional Advance no later than
                           the close of business on January 12, 2001.

         (h)      The 98-1 Agreement is hereby amended by adding the following
                  Section 7.4 thereto in the appropriate numerical order:

                           7.4 CONDITIONS PRECEDENT TO THIRD ADDITIONAL ADVANCE.
                           The obligation of Lender to extend the Third
                           Additional Advance hereunder shall be subject to the
                           following conditions:

                           (a) Each of the representations and warranties made
                           by Borrower and Guarantor in this Agreement and by
                           AMC in the AMC Guarantee shall be true and correct as
                           of the date the Third Additional Advance is
                           disbursed;

                           (b) There shall not have occurred and be continuing
                           any Default, Event of Default or Other RF Event of
                           Default and Borrower, Guarantor and AMC shall be in
                           full compliance with all of their respective
                           covenants and obligations under this Agreement, the
                           Guarantee and the AMC Guarantee;

                                      3
<Page>

                           (c) There shall not have occurred a Change of
                           Control;

                           (d) Since November 30, 2000 there shall not have been
                           a material adverse change in the business,
                           operations, prospects or condition (financial or
                           otherwise) of Borrower, Guarantor or AMC, as
                           determined by Lender in good faith;

                           (e) The Third Additional Advance Condition shall be
                           satisfied;

                           (f) The disbursement of the Third Additional Advance
                           shall not violate any provision of law, regulation,
                           order or other governmental directive to which Lender
                           or any of its affiliates is bound;

                           (g) Borrower shall have delivered to Lender an
                           executed replacement promissory note evidencing the
                           Loan as increased by the Third Additional Advance in
                           the form of EXHIBIT L hereto; and

                            (h) Lender shall have received the Third Additional
                           Advance Notice of Borrowing described in Section 2.11
                           hereof.

         (i)      The definition of "Loan" in the 99-1 Agreement is hereby
                  amended by amending and restating the proviso at the end of
                  such definition to read as follows:

                           , PROVIDED that the term "LOAN" shall for all
                           purposes include the Additional Advance and the
                           Second Additional Advance.

         (j)      The following definition of "Maximum Second Additional
                  Advance" is hereby added to Section 1 of the 99-1 Agreement in
                  the appropriate alphabetical order :

                           "MAXIMUM SECOND ADDITIONAL ADVANCE" has the meaning
                           assigned thereto in Section 2.1 hereof.

         (k)      The following definition of "Second Additional Advance" is
                  hereby added to Section 1 of the 99-1 Agreement in the
                  appropriate alphabetical order:

                           "SECOND ADDITIONAL ADVANCE" has the meaning assigned
                           to thereto in Section 2.1 hereof.

         (l)      The following definition of "Second Additional Advance
                  Condition" is hereby added to Section 1 of the 99-1 Agreement
                  in the appropriate alphabetical order:

                           "SECOND ADDITIONAL ADVANCE CONDITION" means the
                           following conditions precedent to Lender's commitment
                           to make the Second Additional Advance hereunder: (a)
                           the Advance Rate shall not exceed 60% after giving
                           effect to such Second Additional Advance and (b) the
                           sum of (i) the aggregate unpaid principal balance of
                           the Loans (as defined in this

                                      4
<Page>

                           Agreement) and (ii) the aggregate unpaid principal
                           balance of the Loans (as defined in each Other
                           Residual Financing Agreement) shall not exceed
                           $42,000,000, in each case after giving effect to
                           the Second Additional Advance.

         (m)      Section 2.1 of the 99-1 Agreement is hereby amended by adding
                  the following sentence to the end of such Section:

                           Subject to the terms and conditions of this
                           Agreement, Lender also agrees to lend to Borrower on
                           January 12, 2001, an aggregate principal amount not
                           to exceed One Hundred Fourteen Thousand Four Hundred
                           Dollars ($114,400.00) (the "MAXIMUM SECOND ADDITIONAL
                           ADVANCE" and the borrowing pursuant to this sentence,
                           the "SECOND ADDITIONAL ADVANCE"), such Second
                           Additional Advance being secured by the Collateral;
                           PROVIDED, HOWEVER, that the Maximum Second Additional
                           Advance shall be reduced to the extent necessary to
                           ensure that after giving effect to the Second
                           Additional Advance, the Advance Rate shall not exceed
                           60%.

         (n)      The 99-1 Agreement is hereby amended by adding the following
                  Section 2.12 thereto in the appropriate numerical order:

                           2.12 PROCEDURE FOR MAKING SECOND ADDITIONAL ADVANCE.
                           The Borrower may request the making of the Second
                           Additional Advance hereunder by delivering to Lender
                           a notice in the form of EXHIBIT K hereto (a "SECOND
                           ADDITIONAL ADVANCE NOTICE OF BORROWING") no later
                           than 5:00 p.m., New York City time, on January 11,
                           2001, appropriately completed to specify the
                           aggregate amount of the Second Additional Advance
                           requested. Subject to the prior or contemporaneous
                           satisfaction of each condition precedent specified in
                           Section 7.4 hereof on or prior to the close of
                           business on January 12, 2001, Lender shall disburse
                           the Second Additional Advance no later than the close
                           of business on January 12, 2001.

         (o)      The 99-1 Agreement is hereby amended by adding the following
                  Section 7.4 thereto in the appropriate numerical order:

                           7.4 CONDITIONS PRECEDENT TO SECOND ADDITIONAL
                           ADVANCE. The obligation of Lender to extend the
                           Second Additional Advance hereunder shall be subject
                           to the following conditions:

                           (a) Each of the representations and warranties made
                           by Borrower and Guarantor in this Agreement and by
                           AMC in the AMC Guarantee shall be true and correct as
                           of the date the Second Additional Advance is
                           disbursed;

                                      5
<Page>

                           (b) There shall not have occurred and be continuing
                           any Default, Event of Default or Other RF Event of
                           Default and Borrower, Guarantor and AMC shall be in
                           full compliance with all of their respective
                           covenants and obligations under this Agreement, the
                           Guarantee and the AMC Guarantee;

                           (c) There shall not have occurred a Change of
                           Control;

                           (d) Since November 30, 2000 there shall not have been
                           a material adverse change in the business,
                           operations, prospects or condition (financial or
                           otherwise) of Borrower, Guarantor or AMC, as
                           determined by Lender in good faith;

                           (e) The Second Additional Advance Condition shall be
                           satisfied;

                           (f) The disbursement of the Second Additional Advance
                           shall not violate any provision of law, regulation,
                           order or other governmental directive to which Lender
                           or any of its affiliates is bound;

                           (g) Borrower shall have delivered to Lender an
                           executed replacement promissory note evidencing the
                           Loan as increased by the Second Additional Advance in
                           the form of EXHIBIT L hereto; and

                           (i) Lender shall have received the Third Additional
                           Advance Notice of Borrowing described in Section 2.12
                           hereof.

         (p)      Section 4.8 of each of the 98-1 Agreement and the 99-1
                  Agreement is hereby amended and restated in its entirety to
                  read as follows:

                           4.8 FINANCIAL STATEMENTS. The unaudited balance
                           sheets of Guarantor as at November 30, 2000 and the
                           related statements of income for the fiscal periods
                           ended on such date, heretofore furnished to Lender,
                           are complete and correct in all material respects and
                           fairly present the financial condition of Guarantor
                           as at said date (subject to normal year-end audit
                           adjustments), all in accordance with U.S. generally
                           accepted accounting principles applied on a
                           consistent basis. On said dates, Guarantor had no
                           material contingent liabilities, liabilities for
                           taxes, unusual or anticipated losses from any
                           unfavorable commitments, except as referred to or
                           reflected in said balance sheets as at said dates.
                           Since November 30, 2000 there has been no material
                           adverse change in the operations, condition
                           (financial or otherwise), business or prospects of
                           Guarantor from that set forth in said financial
                           statements as at said date.

                                      6
<Page>

         (q)      Exhibit L is hereby added as an exhibit to each of the 98-1
                  Agreement and the 99-1 Agreement in the form attached to this
                  Amendment as ANNEX I-A and ANNEX I-B respectively.

         (r)      Exhibit K is hereby added as an exhibit to each of the 98-1
                  Agreement and the 99-1 Agreement in the form attached to this
                  Amendment as ANNEX II.

3. CONDITIONS PRECEDENT TO AMENDMENT. The obligations of Lender to enter into
this Amendment, and to perform its obligations hereunder, are subject to the
fulfillment of each condition precedent set forth in EXHIBIT A hereto.

4. CONDITIONS SUBSEQUENT TO AMENDMENT. The obligations of Lender to enter into
this Omnibus Amendment Agreement No. 5, and to perform its obligations
hereunder, are subject to the fulfillment of each condition subsequent set forth
in Exhibit B hereto (each an "Amendment Condition Subsequent") on or prior to
January 24, 2001. Notwithstanding the forgoing, in the event that any Amendment
Condition Subsequent is not fulfilled on or prior to January 26, 2001, such
failure shall constitute an Event of Default for which there shall be no cure
period under each Residual Financing Agreement.

5. EXPENSES. Each of Borrower and Guarantor shall pay to Lender (without
duplication), on demand, any and all fees, costs and expenses (including
reasonable fees and expenses of counsel) incurred by Lender in connection with
the preparation, execution, delivery and performance of this Amendment.

6. CONFIRMATIONS; REPRESENTATIONS AND WARRANTIES.

         (a)      Except as expressly amended hereby, all of the terms of each
                  Residual Financing Agreement shall remain in full force and
                  effect and are hereby ratified and confirmed in all respects.

         (b)      All presently outstanding and new Loans (as defined in each
                  Residual Financing Agreement) made under such Residual
                  Financing Agreement (including without limitation the Third
                  Additional Advance made under the 98-1 Agreement and the
                  Second Additional Advance made under the 99-1 Agreement) (each
                  together with accrued interest thereon pursuant to the terms
                  of such Residual Financing Agreement) shall constitute
                  "Obligations" under such Residual Financing Agreement and
                  "Other RF Obligations" under each other Residual Financing
                  Agreement.

         (c)      Each of Borrower and Guarantor hereby represents and warrants
                  to Lender that (i) it has the requisite power and authority,
                  and legal right, to execute and deliver this Amendment and to
                  perform its obligations under this Amendment and each Residual
                  Financing Agreement as amended by this Amendment, (ii) it has
                  taken all necessary corporate and legal action to duly
                  authorize the execution and delivery of this Amendment and the
                  performance of its obligations under this

                                      7
<Page>

                  Amendment and each Residual Financing Agreement as amended
                  by this Amendment, (iii) this Amendment has been duly
                  executed and delivered by it, (iv) each of this Amendment
                  and each Residual Financing Agreement as amended by this
                  Amendment constitutes its legal, valid and binding
                  obligation enforceable against it in accordance with its
                  terms, except as enforceability may be limited by
                  applicable bankruptcy, insolvency, reorganization,
                  moratorium or similar laws affecting the rights of
                  creditors generally and by general equitable principles
                  (whether enforcement is sought by proceedings in equity or
                  at law) and (v) after giving effect to this Amendment, no
                  Default or Event of Default under any Residual Financing
                  Agreement has occurred and is continuing.

         (d)      Each representation and warranty contained in each Residual
                  Financing Agreement is true and correct as of the date of this
                  Amendment and is hereby restated and affirmed.

         (e)      Each covenant contained in each Residual Financing Agreement
                  is hereby restated and affirmed.

7. FURTHER ASSURANCES. The parties hereto hereby agree to execute and deliver
such additional documents, instruments or agreements as may be reasonably
necessary and appropriate to effectuate the purposes of this Amendment.

8. CONFLICTS. In the event of a conflict of any provision hereof with any
provision or definition set forth in a Residual Financing Agreement, the
provisions and definitions of this Amendment shall control.

9. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

10. SEVERABILITY. Any provision of this Amendment or a Residual Financing
Agreement which is prohibited, unenforceable or not authorized in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition, unenforceability or non-authorization without invalidating the
remaining provisions hereof or thereof or affecting the validity, enforceability
or legality of such provisions in any other jurisdiction.

11. BINDING EFFECT. This Amendment shall be binding upon and shall be
enforceable by parties hereto and their respective successors and permitted
assigns.

12. HEADINGS. The headings appearing in this Amendment are included solely for
convenience of reference and are not intended to affect the interpretation of
any other provision of this Amendment.

13. COUNTERPARTS. This Amendment may be signed in any number of counterparts
which, taken together, shall constitute a full and original agreement for all
purposes.

                                      8
<Page>

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their respective authorized officers as of the
date first above written.

                                            LONG BEACH ACCEPTANCE
                                            RECEIVABLES CORP., as Borrower

                                            By:    _____________________________
                                                   Name:
                                                   Title:

                                            LONG BEACH ACCEPTANCE CORP., as
                                            Guarantor

                                            By:    _____________________________
                                                   Name:
                                                   Title:

                                            GREENWICH CAPITAL FINANCIAL
                                            PRODUCTS, INC., as Lender

                                            By:    _____________________________
                                                   Name:
                                                   Title:

                                      9
<Page>

                                                                       EXHIBIT A
                              CONDITIONS PRECEDENT

Borrower and the Guarantor shall deliver or cause to be delivered to Lender the
following, in each case in form and substance satisfactory to Lender:

         1.       Replacement promissory notes executed by Borrower under the
                  98-1 Agreement and the 99-1 Agreement (in the forms attached
                  as ANNEX I-A and ANNEX I-B, to this Amendment).

         2.       Letter of Guarantor acknowledging that each of the Guarantees
                  relates to the related Residual Financing Agreement as amended
                  by this Amendment, in the form attached to this Amendment as
                  EXHIBIT C.

         3.       Letter of Ameriquest Mortgage Company ("AMC") amending each of
                  the AMC Guarantees and acknowledging that each of the AMC
                  Guarantees as amended relates to the related Residual
                  Financing Agreement as amended by this Amendment, in the form
                  attached to this Amendment as EXHIBIT C.

         4.       Such other opinions, documents and instruments as Lender or
                  its counsel shall reasonably request.

                                      A-1
<Page>

                                                                       EXHIBIT B
                              CONDITIONS SUBSEQUENT

         1.       Opinion of Dewey Ballantine LLP, special counsel to Borrower
                  and Guarantor, in form and substance satisfactory to Lender.

         2.       Opinion of counsel to AMC, regarding due authorization,
                  execution and delivery of the acknowledgement letter of AMC
                  and such other matters as Lender shall reasonably request in
                  form and substance satisfactory to Lender.

         3.       Secretary's Certificate and Incumbency Certificate of Borrower
                  (including good standing certificate of the Delaware Secretary
                  of State and certified resolutions of Borrower's board of
                  directors relating to the Residual Financing Agreements as
                  amended by this Amendment), in form and substance satisfactory
                  to Lender.

         4.       Secretary's Certificate and Incumbency Certificate of
                  Guarantor (including good standing certificate of the Delaware
                  Secretary of State and certified resolutions of Guarantor's
                  board of directors relating to the Residual Financing
                  Agreements as amended by this Amendment), in form and
                  substance satisfactory to Lender.

         5.       Secretary's Certificate and Incumbency Certificates of AMC
        ---       (including good standing certificate of the Delaware Secretary
                  of State and certified resolutions of AMC's board of directors
                  relating to the amended AMC Guarantees), in form and substance
                  satisfactory to Lender.

         6.       Such other opinions, documents and instruments as Lender or
        ---       its counsel shall reasonably request.


                                      B-1
<Page>

                                                                       EXHIBIT C
                               [LBAC LETTERHEAD]

                                January 12, 2001



Greenwich Capital Financial Products, Inc.
600 Steamboat Road
Greenwich, Connecticut  06830

Ladies and Gentlemen:

         Reference is made to (i) the Credit and Security Agreement dated as of
August 29, 1997 (as amended, supplemented or otherwise modified prior to the
date hereof, the "Original 97-2 Agreement") among Long Beach Acceptance
Receivables Corp. ("Borrower"), Long Beach Acceptance Corp. ("Guarantor") and
Greenwich Capital Financial Products, Inc. ("Lender"), (ii) the Credit and
Security Agreement dated as of January 30, 1998 (as amended, supplemented or
otherwise modified prior to the date hereof, the "Original 98-1 Agreement")
among Borrower, Guarantor and Lender, (iii) the Credit and Security Agreement
dated as of November 25, 1998 (as amended, supplemented or otherwise modified
prior to the date hereof, the "Original 98-2 Agreement") among Borrower,
Guarantor and Lender, (iv) the Credit and Security Agreement dated as of August
12, 1999 (as amended, supplemented or otherwise modified prior to the date
hereof, the "Original 99-1 Agreement") among Borrower, Guarantor and Lender, (v)
the Credit and Security Agreement dated as of December 9, 1999 (as amended,
supplemented or otherwise modified prior to the date hereof, the "Original 99-2
Agreement"), (vi) the Credit and Security Agreement dated as of June 15, 2000 by
and among Borrower, Guarantor and Lender (as amended, supplemented or otherwise
modified prior to the date hereof, the "Original 2000-1 Agreement"), (vii) the
Credit and Security Agreement dated as of December 13, 2000 by and among
Borrower, Lender and Guarantor (as amended, supplemented or otherwise modified
prior to the date hereof, the "Original 2000-2 Agreement" and, collectively with
the Original 97-2 Agreement, the Original 98-1 Agreement, the Original 98-2
Agreement, the Original 99-1 Agreement, the Original 99-2 Agreement and the
Original 2000-1 Agreement, the "Original Residual Financing Agreements", and
each individually, an "Original Residual Financing Agreement") among Borrower,
Guarantor and Lender, (viii) the Guarantee by Guarantor dated as of August 27,
1997 (the "97-2 Guarantee") in favor of Lender, (ix) the Guarantee by Guarantor
dated as of January 30, 1998 (the "98-1 Guarantee") in favor of Lender, (x) the
Guarantee by Guarantor dated as of November 25, 1998 (the "98-2 Guarantee") in
favor of Lender, (xi) the Guarantee by Guarantor dated as of August 12, 1999
(the "99-1 Guarantee") in favor of Lender, (xii) the Guarantee by Guarantor
dated as of December 9, 1999 (the "99-2 Guarantee"), (xiii) the Guarantee by
Guarantor dated as of June 15, 2000 (the "2000-1 Guarantee") and the Guarantee
by Guarantor dated as of December 13, 2000 (the "2000-2 Guarantee" and,
collectively with the 97-2 Guarantee, the 98-1 Guarantee, the 98-2 Guarantee,
the 99-1 Guarantee, the 99-2 Guarantee and the 2000-1 Guarantee, and as amended,

                                      C-1
<Page>

supplemented or otherwise modified prior to the date hereof, the "Guarantees",
and each individually, a "Guarantee") in favor of Lender, and (xiii) Omnibus
Amendment Agreement No. 5 dated as of January 12, 2001 (the "Amendment") among
Borrower, Guarantor and Lender. The Original 97-2 Agreement, the Original 98-1
Agreement, the Original 98-2 Agreement, the Original 99-1 Agreement, the
Original 99-2 Agreement, the Original 2000-1 Agreement and the Original 2000-2
Agreement, each as amended by the Amendment, as the same may be amended,
supplemented or otherwise modified from time to time in accordance with the
respective terms thereof are referred to herein as the "97-2 Agreement", the
"98-1 Agreement", the "98-2 Agreement", the "99-1 Agreement", the "99-2
Agreement", the "2000-1 Agreement" and the 2000-2 Agreement, respectively, and
collectively, the "Residual Financing Agreements", and each individually, a
"Residual Financing Agreement". Capitalized terms used but not otherwise defined
herein are used as defined in the applicable Guarantee.

         For good and valuable consideration, the receipt and sufficiency of
which we hereby acknowledge, we hereby agree and confirm that (i) we
unconditionally and irrevocably guarantee to Lender, or any successor in
interest of Lender, the due, punctual and complete payment and performance by
Borrower when and as due, whether at the stated maturity, by acceleration, upon
one or more dates set for repayment or prepayment or otherwise, of the
Obligations, (ii) all Loans outstanding under each Residual Financing Agreement
(including without limitation the Third Additional Advance made under and as
defined in the 98-1 Agreement and the Second Additional Advance made under and
as defined in the 99-1 Agreement) (in each case together with interest accrued
thereon pursuant to the terms of such Residual Financing Agreement) shall
constitute "Obligations" under such Residual Financing Agreement, (iii) all
"Obligations" under each Residual Financing Agreement shall constitute
"Obligations" under the related Guarantee, and (iv) all of the terms of the
Guarantees, as amended, supplemented or otherwise modified prior to the date
hereof and as confirmed by this letter, remain in full force and effect and are
hereby ratified and confirmed in all respects.

                                             Very truly yours,

                                             LONG BEACH ACCEPTANCE CORP.


                                             By:      __________________________
                                                      Name:
                                                      Title:


AGREED AND ACCEPTED:

GREENWICH CAPITAL MARKETS, INC.

By:
     -----------------------------------
Name:
Title:


                                      C-2
<Page>

                                                                       EXHIBIT D
                                [AMC LETTERHEAD]

                                January 12, 2001



Greenwich Capital Financial Products, Inc.
600 Steamboat Road
Greenwich, Connecticut  06830

Ladies and Gentlemen:

         Reference is made to (i) the Credit and Security Agreement dated as of
August 29, 1997 (as amended, supplemented or otherwise modified prior to the
date hereof, the "Original 97-2 Agreement") among Long Beach Acceptance
Receivables Corp. ("Borrower"), Long Beach Acceptance Corp. ("LBAC") and
Greenwich Capital Financial Products, Inc. ("Lender"), (ii) the Credit and
Security Agreement dated as of January 30, 1998 (as amended, supplemented or
otherwise modified prior to the date hereof, the "Original 98-1 Agreement")
among Borrower, LBAC and Lender, (iii) the Credit and Security Agreement dated
as of November 25, 1998 (as amended, supplemented or otherwise modified prior to
the date hereof, the "Original 98-2 Agreement") among Borrower, LBAC and Lender,
(iv) the Credit and Security Agreement dated as of August 12, 1999 (as amended,
supplemented or otherwise modified prior to the date hereof, the "Original 99-1
Agreement") among Borrower, LBAC and Lender, (v) the Credit and Security
Agreement dated as of December 9, 1999 (as amended, supplemented or otherwise
modified prior to the date hereof, the "Original 99-2 Agreement"), (vi) the
Credit and Security Agreement dated as of June 15, 2000 (as amended,
supplemented or otherwise modified prior to the date hereof, the "Original
2000-1 Agreement"), (vii) the Credit and Security Agreement dated as of December
13, 2000 by and among Borrower, Lender and Guarantor (as amended, supplemented
or otherwise modified prior to the date hereof, the "Original 2000-2 Agreement"
and, collectively with the Original 97-2 Agreement, the Original 98-1 Agreement,
the Original 98-2 Agreement, the Original 99-1 Agreement, the Original 99-2
Agreement and the Original 2000-1 Agreement, the "Original Residual Financing
Agreements", and each individually, an "Original Residual Financing Agreement"),
(viii) the AMC Guarantee by Ameriquest Mortgage Company (as successor of Long
Beach Mortgage Company) dated as of August 27, 1997 (the "97-2 AMC Guarantee")
in favor of Lender, (ix) the AMC Guarantee by Ameriquest Mortgage Company dated
as of January 30, 1998 (the "98-1 AMC Guarantee") in favor of Lender, (x) the
AMC Guarantee by Ameriquest Mortgage Company dated as of November 25, 1998 (the
"98-2 AMC Guarantee"), (xi) the AMC Guarantee by Ameriquest Mortgage Company
dated as of August 12, 1999 (the "99-1 AMC Guarantee") in favor of Lender, (xii)
the AMC Guarantee by Ameriquest Mortgage Company dated as of December 9, 1999
(the "99-2 AMC Guarantee") in favor of Lender, (xiii) the AMC Guarantee by
Ameriquest Mortgage Company dated as of June 15, 2000 (the "2000-1 AMC
Guarantee") and the Guarantee by Guarantor dated as of December 13, 2000 (the
"2000-2 Guarantee" and, collectively with the 97-2 AMC Guarantee, the 98-1 AMC
Guarantee, the 98-2 AMC Guarantee, the 99-1 AMC Guarantee and the 99-2 AMC
Guarantee and as amended, supplemented or otherwise modified prior to the date
hereof the "AMC Guarantees", and each individually, an "AMC Guarantee"), (xiv)
the Guarantee by LBAC dated

                                      D-1
<Page>

as of August 27, 1997 (the "97-2 LBAC Guarantee") in favor of Lender, (xv)
the Guarantee by LBAC dated as of January 30, 1998 (the "98-1 LBAC
Guarantee") in favor of Lender, (xvi) the Guarantee by LBAC dated as of
November 25, 1998 (the "98-2 LBAC Guarantee") in favor of Lender, (xvii) the
Guarantee by LBAC dated as of August 12, 1999 (the "99-1 LBAC Guarantee") in
favor of Lender, (xviii) the Guarantee by LBAC dated as of December 9, 1999
(the "99-2 LBAC Guarantee") in favor of the Lender, (xix) the Guarantee by
LBAC dated as of June15, 2000 (the "2000-1 LBAC Guarantee") in favor of the
Lender, (xx) the Guarantee by LBAC dated as of December 13, 2000 (the "2000-2
LBAC Guarantee" and, collectively with the 97-1 LBAC Guarantee, the 97-2 LBAC
Guarantee, the 98-1 LBAC Guarantee, the 98-2 LBAC Guarantee and the 99-1 LBAC
Guarantee, and as amended, supplemented or otherwise modified prior to the
date hereof, the "LBAC Guarantees", and each individually, an "LBAC
Guarantee") in favor of Lender, (xxi) Omnibus Amendment Agreement No.5 dated
as of January 12, 2001 (the "Amendment") among Borrower, LBAC, as guarantor,
and Lender. The Original 97-1 Agreement, the Original 97-2 Agreement, the
Original 98-1 Agreement, the Original 98-2 Agreement, the Original 99-1
Agreement, the Original 99-2, the Original 2000-1 Agreement and the Original
2000-2 Agreement, as amended by the Amendment, as the same may be amended,
supplemented or otherwise modified from time to time in accordance with the
respective terms thereof are referred to herein as the "97-2 Agreement", the
"98-1 Agreement", the "98-2 Agreement", the "99-1 Agreement", the "99-2
Agreement", the "2000-1 Agreement" and the 2000-2 Agreement, respectively,
and collectively, the "Residual Financing Agreements", and each individually,
a "Residual Financing Agreement". Capitalized terms used but not otherwise
defined herein are used as defined in the applicable AMC Guarantee.

         For good and valuable consideration, the receipt and sufficiency of
which we hereby acknowledge, we hereby agree and confirm that (i) we
unconditionally and irrevocably guarantee to Lender, or any successor in
interest of Lender, the due, punctual and complete payment and performance by
LBAC when and as due, whether at the stated maturity, by acceleration, upon one
or more dates set for repayment or prepayment or otherwise, of the LBAC
Obligations, (ii) all Loans outstanding under each Residual Financing Agreement
(including without limitation the Third Additional Advance made under and as
defined in the 98-1 Agreement and the Second Additional Advance made under and
as defined in the 99-1 Agreement) (in each case together with interest accrued
thereon pursuant to the terms of such Residual Financing Agreement) shall
constitute "Obligations" under such Residual Financing Agreement, (iii) all
"Obligations" under each Residual Financing Agreement shall constitute "LBAC
Obligations" under the related AMC Guarantee, as amended by this letter, and
(iv) all of the terms of the AMC Guarantees, as confirmed by this letter, and as
amended, supplemented or otherwise modified prior to the date hereof remain in
full force and effect and are hereby ratified and confirmed in all respects.

                                            Very truly yours,

                                            AMERIQUEST MORTGAGE COMPANY


                                            By:      __________________________
                                                     Name:
                                                     Title:


                                      D-2
<Page>

                                                                       ANNEX I-A

                                                                       EXHIBIT L

                   GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.

                                 PROMISSORY NOTE


                                                                January 12, 2001

Amount: U.S. $4,354,331.62

         FOR VALUE RECEIVED, LONG BEACH ACCEPTANCE RECEIVABLES CORP. (the
"Borrower") unconditionally promises to pay on the Maturity Date (as defined in
the 98-1 Agreement referred to below) to the order of Greenwich Capital
Financial Products, Inc. (the "Lender") in Federal or other immediately
available funds in lawful money of the United States the principal sum of Four
Million Three Hundred Fifty-Four Thousand Three Hundred Thirty-One Dollars and
Sixty-Two Cents (U.S $4,354,331.62) or, if less, the aggregate unpaid principal
amount of the Loans made by Lender to Borrower pursuant to the 98-1 Agreement,
and to pay interest thereon from the date hereof until this Note is repaid in
like money at the rates per annum and in the manner set forth in the 98-1
Agreement.

         The principal of and interest on this Note shall be payable in
immediately available funds without set-off or counterclaim, in the manner set
forth in the 98-1 Agreement.

         This Note is issued pursuant to the terms of a Credit and Security
Agreement dated as of January 30, 1998 among Borrower, Lender and Long Beach
Acceptance Corp., as Guarantor (as amended from time to time, the "98-1
Agreement"), and is subject to the terms thereof and is entitled to the benefits
therein provided.

         Upon the occurrence of an Event of Default (as defined in the 98-1
Agreement), the principal of and accrued interest on this Note may be declared
due and payable in the manner and with the effect provided in the 98-1
Agreement, without presentment, demand, protest or notice of any kind, each of
which is hereby expressly waived by Borrower.

         THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW
OF THE STATE OF NEW YORK.

                                         LONG BEACH ACCEPTANCE RECEIVABLES CORP.


                                         By:   _________________________________
                                               Name:
                                               Title:


                                      I-A-1

<Page>

                                                                       ANNEX I-B

                                                                       EXHIBIT L

                   GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.

                                 PROMISSORY NOTE


                                                                January 12, 2001

Amount: U.S. $7,706,258.59

         FOR VALUE RECEIVED, LONG BEACH ACCEPTANCE RECEIVABLES CORP. (the
"Borrower") unconditionally promises to pay on the Maturity Date (as defined in
the 99-1 Agreement referred to below) to the order of Greenwich Capital
Financial Products, Inc. (the "Lender") in Federal or other immediately
available funds in lawful money of the United States the principal sum of Seven
Million Seven Hundred Six Thousand Two Hundred Fifty-Eight Dollars and
Fifty-Nine Cents (U.S. $7,706,258.59) or, if less, the aggregate unpaid
principal amount of the Loans made by Lender to Borrower pursuant to the 99-1
Agreement, and to pay interest thereon from the date hereof until this Note is
repaid in like money at the rates per annum and in the manner set forth in the
99-1 Agreement.

         The principal of and interest on this Note shall be payable in
immediately available funds without set-off or counterclaim, in the manner set
forth in the 99-1 Agreement.

         This Note is issued pursuant to the terms of a Credit and Security
Agreement dated as of August 12, 1999 among Borrower, Lender and Long Beach
Acceptance Corp., as Guarantor (as amended from time to time, the "99-1
Agreement"), and is subject to the terms thereof and is entitled to the benefits
therein provided.

         Upon the occurrence of an Event of Default (as defined in the 99-1
Agreement), the principal of and accrued interest on this Note may be declared
due and payable in the manner and with the effect provided in the 99-1
Agreement, without presentment, demand, protest or notice of any kind, each of
which is hereby expressly waived by Borrower.

         THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW
OF THE STATE OF NEW YORK.

                                         LONG BEACH ACCEPTANCE RECEIVABLES CORP.


                                         By:   _________________________________
                                               Name:
                                               Title:


                                      I-B-1
<Page>

                                                                        ANNEX II

                                                                       EXHIBIT K

                 FORM OF NOTICE OF ADDITIONAL ADVANCE BORROWING


January 11, 2000

Greenwich Capital Financial Products, Inc.
600 Steamboat Road
Greenwich, Connecticut 06830

Ladies and Gentlemen:

         In accordance with Section 2.12 of that certain Credit and Security
Agreement, dated as of [____________] (as amended, modified or otherwise
supplemented from time to time, the "AGREEMENT", the terms defined therein being
used herein as defined therein), by and among Greenwich Capital Financial
Products, Inc., as Lender, the undersigned, as Borrower, and Long Beach
Acceptance Corp., as Guarantor, the undersigned hereby requests a Loan in an
aggregate principal amount equal to $_________________, to be disbursed in the
manner provided below.

         The undersigned hereby certifies that the following statements are true
on the date hereof:

         A.       the representations and warranties contained in Section 4 of
                  the Agreement are true and correct as of the date hereof; and

         B.       no Default, Event of Default or Other RF Event of Default has
                  occurred and is continuing.

         DISBURSEMENT INSTRUCTIONS:

                                        Very truly yours,


                                        Long Beach Acceptance Receivables Corp.,
                                        as Borrower


                                        By:
                                             -----------------------------------
                                             Name:
                                             Title:

                                      II-1
<Page>

                                                                  Execution Copy

                        OMNIBUS AMENDMENT AGREEMENT NO. 6

         This OMNIBUS AMENDMENT AGREEMENT NO. 6, dated as of June 13, 2001 (this
"Amendment"), is made among (i) LONG BEACH ACCEPTANCE RECEIVABLES CORP., a
Delaware corporation ("Borrower"), (ii) LONG BEACH ACCEPTANCE CORP., a Delaware
corporation ("Guarantor"), and (iii) GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.,
a Delaware corporation ("Lender").

                                   WITNESSETH:

         WHEREAS, Borrower, Lender and Guarantor are parties to (i) the Credit
and Security Agreement dated as of January 30, 1998 (as amended, supplemented or
otherwise modified prior to the date hereof, the "98-1 Agreement"), (ii) the
Credit and Security Agreement dated as of November 25, 1998 (as amended,
supplemented or otherwise modified prior to the date hereof, the "98-2
Agreement"), (iii) the Credit and Security Agreement dated as of August 12, 1999
(as amended, supplemented or otherwise modified prior to the date hereof, the
"99-1 Agreement"), (iv) the Credit and Security Agreement dated as of December
9, 1999 (as amended, supplemented or otherwise modified prior to the date
hereof, the "99-2 Agreement"), (v) the Credit and Security Agreement dated as of
June 15, 2000 (as amended, supplemented or otherwise modified prior to the date
hereof, the "2000-1 Agreement") and (vi) the Credit and Security Agreement dated
as of December 13, 2000 (as amended, supplemented or otherwise modified prior to
the date hereof, the "2000-2 Agreement" and, collectively with the 98-1
Agreement, the 98-2 Agreement, the 99-1 Agreement, the 99-2 Agreement and the
2000-1 Agreement, the "Residual Financing Agreements", and each individually, a
"Residual Financing Agreement"), in each case whereby Lender has made certain
loans to Borrower which are guaranteed by Guarantor and Ameriquest Mortgage
Company ("AMC") pursuant to certain guarantees referred to therein, and which
loans are secured by, among other things, the collateral identified in the
Residual Financing Agreements and certain collateral pledged under the Security
Agreement dated as of January 30, 1998 (as amended, supplemented or otherwise
modified from time to time in accordance with the terms thereof, the "Security
Agreement") made by Guarantor, as pledgor, in favor of Lender, as pledgee (which
Security Agreement also secures obligations of Guarantor under the Warehouse
Lending Agreement dated as of January 30, 1998 (as amended, supplemented or
otherwise modified from time to time in accordance with the terms thereof, the
"Warehouse Loan Agreement") between Guarantor, as borrower, and Lender, as
lender);

         WHEREAS, Borrower, Lender and Guarantor have agreed to make certain
amendments to the Residual Financing Agreements as provided herein; and

         WHEREAS, Section 9.3 of each Residual Financing Agreement permits the
amendment thereof as provided herein.

         NOW, THEREFORE, in consideration of the mutual agreements hereinafter
set forth, and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto hereby agree as
follows:

<Page>

1. DEFINITIONS. Capitalized terms used, but not otherwise defined herein, shall
have the meanings ascribed thereto in the applicable Residual Financing
Agreement.

2. AMENDMENTS.

         (a)      The following definition of "Additional Advance" is hereby
                  added to Section 1 of each of the 98-2 Agreement, the 2000-1
                  Agreement and the 2000-2 Agreement in the appropriate
                  alphabetical order:

                           "ADDITIONAL ADVANCE" has the meaning assigned to
                           thereto in Section 2.1 hereof.

         (b)      The following definition of "Additional Advance Condition" is
                  hereby added to Section 1 of the 98-2 Agreement in the
                  appropriate alphabetical order:

                           "ADDITIONAL ADVANCE CONDITION" means the following
                           conditions precedent to Lender's commitment to make
                           the Additional Advance hereunder: (a) the Advance
                           Rate shall not exceed 50% after giving effect to such
                           Additional Advance and (b) the sum of (i) the
                           aggregate unpaid principal balance of the Loans (as
                           defined in this Agreement) and (ii) the aggregate
                           unpaid principal balance of the Loans (as defined in
                           each Other Residual Financing Agreement) shall not
                           exceed $42,000,000, in each case after giving effect
                           to the Additional Advance.

         (c)      The definition of "Loan" in each of the 98-2 Agreement, the
                  2000-1 Agreement and the 2000-2 Agreement is hereby amended by
                  adding the following proviso at the end of such definition:

                           , PROVIDED that the term "LOAN" shall for all
                           purposes include the Additional Advance.

         (d)      The definition of "Maturity Date" in each of the 98-1
                  Agreement and the 98-2 Agreement is hereby amended and
                  restated in its entirety to read as follows:

                           "MATURITY DATE" means June 12, 2002 (or if such day
                           is not a Business Day, the next preceding Business
                           Day); PROVIDED that if, prior to such date, the
                           Pooling and Servicing Agreement is terminated
                           pursuant to Section 10.01 thereof or the Originator
                           or Servicer exercises its option to purchase the
                           corpus of the Trust as provided in Section 10.02 of
                           the Pooling and Servicing Agreement, the Maturity
                           Date shall be the date of such termination or
                           purchase, as the case may be.

         (e)      The definition of "Maturity Date" in each of the 99-1
                  Agreement, the 99-2 Agreement, the 2000-1 Agreement and the
                  2000-2 Agreement is hereby amended and restated in its
                  entirety to read as follows:


                                     2
<Page>

                           "MATURITY DATE" means June 12, 2002 (or if such day
                           is not a Business Day, the next preceding Business
                           Day); PROVIDED that if, prior to such date, the
                           Indenture is terminated pursuant to Section 4.1
                           thereof or the Certificateholder exercises its option
                           to redeem the Notes issued pursuant to the Indenture
                           as provided in Section 10.1 of the Indenture, the
                           Maturity Date shall be the date of such termination
                           or redemption, as the case may be.

         (f)      The following definition of "Maximum Additional Advance" is
                  hereby added to Section 1 of each of the 98-2 Agreement, the
                  2000-1 Agreement and the 2000-2 Agreement in the appropriate
                  alphabetical order :

                           "MAXIMUM ADDITIONAL ADVANCE" has the meaning assigned
                           thereto in Section 2.1 hereof.

         (g)      The definition of "Target Advance Rate" in the 98-2 Agreement
                  is hereby amended and restated in its entirety to read as
                  follows:

                           "TARGET ADVANCE RATE" means, for any Calculation
                           Date, 50%.

         (h)      The definition of "Target Advance Rate" in each of the 99-1
                  Agreement, the 99-2 Agreement and the 2000-1 Agreement is
                  hereby amended and restated in its entirety to read as
                  follows:

                           "TARGET ADVANCE RATE" means, for any Calculation
                           Date, 60%.

         (i)      The definition of "Target Advance Rate" in the 2000-2
                  Agreement is hereby amended and restated in its entirety to
                  read as follows:

                           "TARGET ADVANCE RATE" means, for any Calculation
                           Date, 35%.

         (j)      Section 2.1 of the 98-2 Agreement is hereby amended by adding
                  the following sentence to the end of such Section:

                           Subject to the terms and conditions of this
                           Agreement, Lender also agrees to lend to Borrower on
                           June 13, 2001, an aggregate principal amount not to
                           exceed Two Million Six Hundred Ten Thousand One
                           Hundred Sixty-Seven Dollars ($2,610,167) (the
                           "MAXIMUM ADDITIONAL ADVANCE" and the borrowing
                           pursuant to this sentence, the "ADDITIONAL ADVANCE"),
                           such Additional Advance being secured by the
                           Collateral; PROVIDED, HOWEVER, that the Maximum
                           Additional Advance shall be reduced to the extent
                           necessary to ensure that after giving effect to the
                           Additional Advance, the Advance Rate shall not exceed
                           50%.


                                     3
<Page>

         (k)      Each of the 98-2 Agreement, the 2000-1 Agreement and the
                  2000-2 Agreement is hereby amended by adding the following
                  Section 2.11 thereto in the appropriate numerical order:

                           2.11 PROCEDURE FOR MAKING ADDITIONAL ADVANCE. The
                           Borrower may request the making of the Additional
                           Advance hereunder by delivering to Lender a notice in
                           the form of EXHIBIT H hereto (an "ADDITIONAL ADVANCE
                           NOTICE OF BORROWING") no later than 5:00 p.m., New
                           York City time, on June 12, 2001, appropriately
                           completed to specify the aggregate amount of the
                           Additional Advance requested. Subject to the prior or
                           contemporaneous satisfaction of each condition
                           precedent specified in Section 7.3 hereof on or prior
                           to the close of business on June 13, 2001, Lender
                           shall disburse the Additional Advance no later than
                           the close of business on June 13, 2001.

         (l)      Each of the 98-2 Agreement, the 2000-1 Agreement and the
                  2000-2 Agreement is hereby amended by adding the following
                  Section 7.3 thereto in the appropriate numerical order:

                           7.3 CONDITIONS PRECEDENT TO ADDITIONAL ADVANCE. The
                           obligation of Lender to extend the Additional Advance
                           hereunder shall be subject to the following
                           conditions:

                           (a) Each of the representations and warranties made
                           by Borrower and Guarantor in this Agreement and by
                           AMC in the AMC Guarantee shall be true and correct as
                           of the date the Additional Advance is disbursed;

                           (b) There shall not have occurred and be continuing
                           any Default, Event of Default or Other RF Event of
                           Default and Borrower, Guarantor and AMC shall be in
                           full compliance with all of their respective
                           covenants and obligations under this Agreement, the
                           Guarantee and the AMC Guarantee;

                           (c) There shall not have occurred a Change of
                           Control;

                           (d) Since April 30, 2001 there shall not have been a
                           material adverse change in the business, operations,
                           prospects or condition (financial or otherwise) of
                           Borrower, Guarantor or AMC, as determined by Lender
                           in good faith;

                           (e) The Additional Advance Condition shall be
                           satisfied;

                           (f) The disbursement of the Additional Advance shall
                           not violate any provision of law, regulation, order
                           or other governmental directive to which Lender or
                           any of its affiliates is bound;


                                     4
<Page>

                           (g) Borrower shall have delivered to Lender an
                           executed replacement promissory note evidencing the
                           Loan as increased by the Additional Advance in the
                           form of EXHIBIT I hereto; and

                           (h) Lender shall have received the Additional Advance
                           Notice of Borrowing described in Section 2.11 hereof.

         (m)      The definition of "Loan" in the 99-1 Agreement is hereby
                  amended by amending and restating the proviso at the end of
                  such definition to read as follows:

                           , PROVIDED that the term "LOAN" shall for all
                           purposes include the Additional Advance, the Second
                           Additional Advance and the Third Additional Advance.

         (n)      The following definition of "Maximum Third Additional Advance"
                  is hereby added to Section 1 of the 99-1 Agreement in the
                  appropriate alphabetical order:

                           "MAXIMUM THIRD ADDITIONAL ADVANCE" has the meaning
                           assigned thereto in Section 2.1 hereof.

         (o)      The following definition of "Third Additional Advance" is
                  hereby added to Section 1 of the 99-1 Agreement in the
                  appropriate alphabetical order:

                           "THIRD ADDITIONAL ADVANCE" has the meaning assigned
                           to thereto in Section 2.1 hereof.

         (p)      The following definition of "Third Additional Advance
                  Condition" is hereby added to Section 1 of the 99-1 Agreement
                  in the appropriate alphabetical order:

                           "THIRD ADDITIONAL ADVANCE CONDITION" means the
                           following conditions precedent to Lender's commitment
                           to make the Third Additional Advance hereunder: (a)
                           the Advance Rate shall not exceed 60% after giving
                           effect to such Third Additional Advance and (b) the
                           sum of (i) the aggregate unpaid principal balance of
                           the Loans (as defined in this Agreement) and (ii) the
                           aggregate unpaid principal balance of the Loans (as
                           defined in each Other Residual Financing Agreement)
                           shall not exceed $42,000,000, in each case after
                           giving effect to the Third Additional Advance.

         (q)      Section 2.1 of the 99-1 Agreement is hereby amended by adding
                  the following sentence to the end of such Section:

                           Subject to the terms and conditions of this
                           Agreement, Lender also agrees to lend to Borrower on
                           June 13, 2001, an aggregate principal amount not to
                           exceed One Million One Hundred Sixty Two Thousand
                           Seven Hundred Eleven Dollars ($1,162,711) (the
                           "MAXIMUM THIRD ADDITIONAL ADVANCE"


                                     5
<Page>

                           and the borrowing pursuant to this sentence, the
                           "THIRD ADDITIONAL ADVANCE"), such Third Additional
                           Advance being secured by the Collateral; PROVIDED,
                           HOWEVER, that the Maximum Third Additional Advance
                           shall be reduced to the extent necessary to ensure
                           that after giving effect to the Third Additional
                           Advance, the Advance Rate shall not exceed 60%.

         (r)      The 99-1 Agreement is hereby amended by adding the following
                  Section 2.13 thereto in the appropriate numerical order:

                      2.13 PROCEDURE FOR MAKING THIRD ADDITIONAL ADVANCE.
                           The Borrower may request the making of the Third
                           Additional Advance hereunder by delivering to Lender
                           a notice in the form of EXHIBIT M hereto (a "THIRD
                           ADDITIONAL ADVANCE NOTICE OF BORROWING") no later
                           than 5:00 p.m., New York City time, on June 12, 2001,
                           appropriately completed to specify the aggregate
                           amount of the Third Additional Advance requested.
                           Subject to the prior or contemporaneous satisfaction
                           of each condition precedent specified in Section 7.5
                           hereof on or prior to the close of business on June
                           13, 2001, Lender shall disburse the Third Additional
                           Advance no later than the close of business on June
                           13, 2001.

         (s)      The 99-1 Agreement is hereby amended by adding the following
                  Section 7.5 thereto in the appropriate numerical order:

                           7.5 CONDITIONS PRECEDENT TO THIRD ADDITIONAL ADVANCE.
                           The obligation of Lender to extend the Third
                           Additional Advance hereunder shall be subject to the
                           following conditions:

                           (a) Each of the representations and warranties made
                           by Borrower and Guarantor in this Agreement and by
                           AMC in the AMC Guarantee shall be true and correct as
                           of the date the Third Additional Advance is
                           disbursed;

                           (b) There shall not have occurred and be continuing
                           any Default, Event of Default or Other RF Event of
                           Default and Borrower, Guarantor and AMC shall be in
                           full compliance with all of their respective
                           covenants and obligations under this Agreement, the
                           Guarantee and the AMC Guarantee;

                           (c) There shall not have occurred a Change of
                           Control;

                           (d) Since April 30, 2001 there shall not have been a
                           material adverse change in the business, operations,
                           prospects or condition (financial or otherwise) of
                           Borrower, Guarantor or AMC, as determined by Lender
                           in good faith;


                                     6
<Page>

                           (e) The Third Additional Advance Condition shall be
                           satisfied;

                           (f) The disbursement of the Third Additional Advance
                           shall not violate any provision of law, regulation,
                           order or other governmental directive to which Lender
                           or any of its affiliates is bound;

                           (g) Borrower shall have delivered to Lender an
                           executed replacement promissory note evidencing the
                           Loan as increased by the Third Additional Advance in
                           the form of EXHIBIT N hereto; and

                           (h) Lender shall have received the Third Additional
                           Advance Notice of Borrowing described in Section 2.13
                           hereof.

         (t)      The definition of "Loan" in the 99-2 Agreement is hereby
                  amended by amending and restating the proviso at the end of
                  such definition to read as follows:

                           , PROVIDED that the term "LOAN" shall for all
                           purposes include the Additional Advance and the
                           Second Additional Advance.

         (u)      The following definition of "Maximum Second Additional
                  Advance" is hereby added to Section 1 of the 99-2 Agreement in
                  the appropriate alphabetical order :

                           "MAXIMUM SECOND ADDITIONAL ADVANCE" has the meaning
                           assigned thereto in Section 2.1 hereof.

         (v)      The following definition of "Second Additional Advance" is
                  hereby added to Section 1 of the 99-2 Agreement in the
                  appropriate alphabetical order:

                           "SECOND ADDITIONAL ADVANCE" has the meaning assigned
                           to thereto in Section 2.1 hereof.

         (w)      The following definition of "Second Additional Advance
                  Condition" is hereby added to Section 1 of the 99-2 Agreement
                  in the appropriate alphabetical order:

                           "SECOND ADDITIONAL ADVANCE CONDITION" means the
                           following conditions precedent to Lender's commitment
                           to make the Second Additional Advance hereunder: (a)
                           the Advance Rate shall not exceed 60% after giving
                           effect to such Second Additional Advance and (b) the
                           sum of (i) the aggregate unpaid principal balance of
                           the Loans (as defined in this Agreement) and (ii) the
                           aggregate unpaid principal balance of the Loans (as
                           defined in each Other Residual Financing Agreement)
                           shall not exceed $42,000,000, in each case after
                           giving effect to the Second Additional Advance.


                                     7
<Page>

         (x)      Section 2.1 of the 99-2 Agreement is hereby amended by adding
                  the following sentence to the end of such Section:

                           Subject to the terms and conditions of this
                           Agreement, Lender also agrees to lend to Borrower on
                           June 13, 2001, an aggregate principal amount not to
                           exceed Six Hundred Forty-Four Thousand One Hundred
                           Sixty Eight Dollars ($644,168) (the "MAXIMUM SECOND
                           ADDITIONAL ADVANCE" and the borrowing pursuant to
                           this sentence, the "SECOND ADDITIONAL ADVANCE"), such
                           Second Additional Advance being secured by the
                           Collateral; PROVIDED, HOWEVER, that the Maximum
                           Second Additional Advance shall be reduced to the
                           extent necessary to ensure that after giving effect
                           to the Second Additional Advance, the Advance Rate
                           shall not exceed 60%.

         (y)      The 99-2 Agreement is hereby amended by adding the following
                  Section 2.12 thereto in the appropriate numerical order:

                           2.12 PROCEDURE FOR MAKING SECOND ADDITIONAL ADVANCE.
                           The Borrower may request the making of the Second
                           Additional Advance hereunder by delivering to Lender
                           a notice in the form of EXHIBIT K hereto (a "SECOND
                           ADDITIONAL ADVANCE NOTICE OF BORROWING") no later
                           than 5:00 p.m., New York City time, on June 12, 2001,
                           appropriately completed to specify the aggregate
                           amount of the Second Additional Advance requested.
                           Subject to the prior or contemporaneous satisfaction
                           of each condition precedent specified in Section 7.4
                           hereof on or prior to the close of business on June
                           13, 2001, Lender shall disburse the Second Additional
                           Advance no later than the close of business on June
                           13, 2001.

         (z)      The 99-2 Agreement is hereby amended by adding the following
                  Section 7.4 thereto in the appropriate numerical order:

                           7.4 CONDITIONS PRECEDENT TO SECOND ADDITIONAL
                           ADVANCE. The obligation of Lender to extend the
                           Second Additional Advance hereunder shall be subject
                           to the following conditions:

                           (a) Each of the representations and warranties made
                           by Borrower and Guarantor in this Agreement and by
                           AMC in the AMC Guarantee shall be true and correct as
                           of the date the Second Additional Advance is
                           disbursed;

                           (b) There shall not have occurred and be continuing
                           any Default, Event of Default or Other RF Event of
                           Default and Borrower, Guarantor and AMC shall be in
                           full compliance with all of their respective
                           covenants and obligations under this Agreement, the
                           Guarantee and the AMC Guarantee;


                                     8
<Page>

                           (c) There shall not have occurred a Change of
                           Control;

                           (d) Since April 30, 2001 there shall not have been a
                           material adverse change in the business, operations,
                           prospects or condition (financial or otherwise) of
                           Borrower, Guarantor or AMC, as determined by Lender
                           in good faith;

                           (e) The Second Additional Advance Condition shall be
                           satisfied;

                           (f) The disbursement of the Second Additional Advance
                           shall not violate any provision of law, regulation,
                           order or other governmental directive to which Lender
                           or any of its affiliates is bound;

                           (g) Borrower shall have delivered to Lender an
                           executed replacement promissory note evidencing the
                           Loan as increased by the Second Additional Advance in
                           the form of EXHIBIT L hereto; and

                           (h) Lender shall have received the Second Additional
                           Advance Notice of Borrowing described in Section 2.12
                           hereof.

         (aa)     The following definition of "Additional Advance Condition" is
                  hereby added to Section 1 of the 2000-1 Agreement in the
                  appropriate alphabetical order:

                           "ADDITIONAL ADVANCE CONDITION" means the following
                           conditions precedent to Lender's commitment to make
                           the Additional Advance hereunder: (a) the Advance
                           Rate shall not exceed 60% after giving effect to such
                           Additional Advance and (b) the sum of (i) the
                           aggregate unpaid principal balance of the Loans (as
                           defined in this Agreement) and (ii) the aggregate
                           unpaid principal balance of the Loans (as defined in
                           each Other Residual Financing Agreement) shall not
                           exceed $42,000,000, in each case after giving effect
                           to the Additional Advance.

         (bb)     Section 2.1 of the 2000-1 Agreement is hereby amended by
                  adding the following sentence to the end of such Section:

                           Subject to the terms and conditions of this
                           Agreement, Lender also agrees to lend to Borrower on
                           June 13, 2001, an aggregate principal amount not to
                           exceed Eight Hundred Seventy-Seven Thousand Eight
                           Hundred Sixty Two Dollars ($877,862) (the "MAXIMUM
                           ADDITIONAL ADVANCE" and the borrowing pursuant to
                           this sentence, the "ADDITIONAL ADVANCE"), such
                           Additional Advance being secured by the Collateral;
                           PROVIDED, HOWEVER, that the Maximum Additional
                           Advance shall be reduced to the extent necessary to
                           ensure that after giving effect to the Additional
                           Advance, the Advance Rate shall not exceed 60%.


                                     9
<Page>

         (cc)     The following definition of "Additional Advance Condition" is
                  hereby added to Section 1 of the 2000-2 Agreement in the
                  appropriate alphabetical order:

                           "ADDITIONAL ADVANCE CONDITION" means the following
                           conditions precedent to Lender's commitment to make
                           the Additional Advance hereunder: (a) the Advance
                           Rate shall not exceed 35% after giving effect to such
                           Additional Advance and (b) the sum of (i) the
                           aggregate unpaid principal balance of the Loans (as
                           defined in this Agreement) and (ii) the aggregate
                           unpaid principal balance of the Loans (as defined in
                           each Other Residual Financing Agreement) shall not
                           exceed $42,000,000, in each case after giving effect
                           to the Additional Advance.

         (dd)     Section 2.1 of the 2000-2 Agreement is hereby amended by
                  adding the following sentence to the end of such Section:

                           Subject to the terms and conditions of this
                           Agreement, Lender also agrees to lend to Borrower on
                           June 13, 2001, an aggregate principal amount not to
                           exceed One Million Ninety-Three Thousand Three
                           Hundred Sixty Dollars ($1,093,360) (the "MAXIMUM
                           ADDITIONAL ADVANCE" and the borrowing pursuant to
                           this sentence, the "ADDITIONAL ADVANCE"), such
                           Additional Advance being secured by the Collateral;
                           PROVIDED, HOWEVER, that the Maximum Additional
                           Advance shall be reduced to the extent necessary to
                           ensure that after giving effect to the Additional
                           Advance, the Advance Rate shall not exceed 35%.

         (ee)     Section 4.8 of each of the 98-2 Agreement, the 99-1 Agreement,
                  the 99-2 Agreement, the 2000-1 Agreement and the 2000-2
                  Agreement is hereby amended and restated in its entirety to
                  read as follows:

                           4.8 FINANCIAL STATEMENTS. The unaudited balance
                           sheets of Guarantor as at April 30, 2001 and the
                           related statements of income for the fiscal periods
                           ended on such date, heretofore furnished to Lender,
                           are complete and correct in all material respects and
                           fairly present the financial condition of Guarantor
                           as at said date (subject to normal year-end audit
                           adjustments), all in accordance with U.S. generally
                           accepted accounting principles applied on a
                           consistent basis. On said dates, Guarantor had no
                           material contingent liabilities, liabilities for
                           taxes, unusual or anticipated losses from any
                           unfavorable commitments, except as referred to or
                           reflected in said balance sheets as at said dates.
                           Since April 30, 2001 there has been no material
                           adverse change in the operations, condition
                           (financial or otherwise), business or prospects of
                           Guarantor from that set forth in said financial
                           statements as at said date.


                                     10
<Page>

         (ff)     Section 4.10 of each of the 98-1 Agreement, the 98-2
                  Agreement, the 99-1 Agreement, the 99-2 Agreement, the 2000-1
                  Agreement and the 2000-2 Agreement is hereby amended and
                  restated in its entirety to read as follows:

                           4.10 REGULATION U. No proceeds of any Loan will be
                           used, directly or indirectly, by Borrower for the
                           purpose of purchasing or carrying any Margin Stock
                           (as defined in Regulation U of the Board of Governors
                           of the Federal Reserve System) or for the purpose of
                           reducing or retiring any indebtedness which was
                           originally incurred to purchase or carry Margin Stock
                           or for any other purpose which might cause any Loan
                           to be a "purpose credit" within the meaning of
                           Regulation U.

         (gg)     Section 5.12 of each of the 98-1 Agreement, the 98-2
                  Agreement, the 99-1 Agreement, the 99-2 Agreement and the
                  2000-1 Agreement is hereby amended and restated in its
                  entirety to read as follows:

                           5.12 NOTICE OF CHANGE OF CHIEF EXECUTIVE OFFICE.
                           Borrower will provide Lender with not less than 30
                           days prior written notice of any change in the chief
                           executive office or state of incorporation of
                           Borrower to permit Lender to make any additional
                           filings necessary to continue Lender's perfected
                           security interest in the Collateral.

         (hh)     Exhibit I, Exhibit N, Exhibit L, Exhibit I and Exhibit I are
                  hereby added as an exhibit to the 98-2 Agreement, the 99-1
                  Agreement, the 99-2 Agreement, the 2000-1 Agreement and the
                  2000-2 Agreement, respectively, in the form attached to this
                  Amendment as ANNEX I -A, ANNEX I-B, ANNEX I -C, ANNEX I -D and
                  ANNEX I -E, respectively.

         (ii)     Exhibit H is hereby added as an exhibit to each of the 98-2
                  Agreement, the 2000-1 Agreement and the 2000-2 Agreement in
                  the form attached to this Amendment as ANNEX II.

         (jj)     Exhibit M is hereby added as an exhibit to the 99-1 Agreement
                  in the form attached to this Amendment as ANNEX III.

         (kk)     Exhibit K is hereby added as an exhibit tot he 99-2 Agreement
                  in the form attached to this Agreement as EXHIBIT IV.

3. CONDITIONS PRECEDENT TO AMENDMENT. The obligations of Lender to enter into
this Amendment, and to perform its obligations hereunder, are subject to the
fulfillment of each condition precedent set forth in EXHIBIT A hereto.

4. EXPENSES. Each of Borrower and Guarantor shall pay to Lender (without
duplication), on demand, any and all fees, costs and expenses (including
reasonable fees and expenses of counsel)


                                     11
<Page>

incurred by Lender in connection with the preparation, execution, delivery and
performance of this Amendment.

5. CONFIRMATIONS; REPRESENTATIONS AND WARRANTIES.

         (a)      Except as expressly amended hereby, all of the terms of each
                  Residual Financing Agreement shall remain in full force and
                  effect and are hereby ratified and confirmed in all respects.

         (b)      All presently outstanding and new Loans (as defined in each
                  Residual Financing Agreement) made under such Residual
                  Financing Agreement (including without limitation the
                  Additional Advance made under the 98-2 Agreement, the Third
                  Additional Advance made under the 99-1 Agreement, the Second
                  Additional Advance made under the 99-2 Agreement, the
                  Additional Advance made under the 2000-1 Agreement and the
                  Additional Advance made under the 2000-2 Agreement) (each
                  together with accrued interest thereon pursuant to the terms
                  of such Residual Financing Agreement) shall constitute
                  "Obligations" under such Residual Financing Agreement and
                  "Other RF Obligations" under each other Residual Financing
                  Agreement.

         (c)      Each of Borrower and Guarantor hereby represents and warrants
                  to Lender that (i) it has the requisite power and authority,
                  and legal right, to execute and deliver this Amendment and to
                  perform its obligations under this Amendment and each Residual
                  Financing Agreement as amended by this Amendment, (ii) it has
                  taken all necessary corporate and legal action to duly
                  authorize the execution and delivery of this Amendment and the
                  performance of its obligations under this Amendment and each
                  Residual Financing Agreement as amended by this Amendment,
                  (iii) this Amendment has been duly executed and delivered by
                  it, (iv) each of this Amendment and each Residual Financing
                  Agreement as amended by this Amendment constitutes its legal,
                  valid and binding obligation enforceable against it in
                  accordance with its terms, except as enforceability may be
                  limited by applicable bankruptcy, insolvency, reorganization,
                  moratorium or similar laws affecting the rights of creditors
                  generally and by general equitable principles (whether
                  enforcement is sought by proceedings in equity or at law) and
                  (v) after giving effect to this Amendment, no Default or Event
                  of Default under any Residual Financing Agreement has occurred
                  and is continuing.

         (d)      Each representation and warranty contained in each Residual
                  Financing Agreement is true and correct as of the date of this
                  Amendment and is hereby restated and affirmed.

         (e)      Each covenant contained in each Residual Financing Agreement
                  is hereby restated and affirmed.


                                     12
<Page>

6. FURTHER ASSURANCES. The parties hereto hereby agree to execute and deliver
such additional documents, instruments or agreements as may be reasonably
necessary and appropriate to effectuate the purposes of this Amendment.

7. CONFLICTS. In the event of a conflict of any provision hereof with any
provision or definition set forth in a Residual Financing Agreement, the
provisions and definitions of this Amendment shall control.

8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

9. SEVERABILITY. Any provision of this Amendment or a Residual Financing
Agreement which is prohibited, unenforceable or not authorized in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition, unenforceability or non-authorization without invalidating the
remaining provisions hereof or thereof or affecting the validity, enforceability
or legality of such provisions in any other jurisdiction.

10. BINDING EFFECT. This Amendment shall be binding upon and shall be
enforceable by parties hereto and their respective successors and permitted
assigns.

11. HEADINGS. The headings appearing in this Amendment are included solely for
convenience of reference and are not intended to affect the interpretation of
any other provision of this Amendment.

12. COUNTERPARTS. This Amendment may be signed in any number of counterparts
which, taken together, shall constitute a full and original agreement for all
purposes.


                                     13
<Page>

                                                                  Executive Copy


         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their respective authorized officers as of the
date first above written.

                                         LONG BEACH ACCEPTANCE
                                         RECEIVABLES CORP., as Borrower

                                         By:    _____________________________
                                                Name:
                                                Title:

                                         LONG BEACH ACCEPTANCE CORP., as
                                         Guarantor

                                         By:    _____________________________
                                                Name:
                                                Title:

                                         GREENWICH CAPITAL FINANCIAL
                                         PRODUCTS, INC., as Lender

                                         By:      _____________________________
                                                  Name:
                                                  Title:

<Page>

                                                                       EXHIBIT A
                              CONDITIONS PRECEDENT

Borrower and the Guarantor shall deliver or cause to be delivered to Lender the
following, in each case in form and substance satisfactory to Lender:

         1.       Replacement promissory notes executed by Borrower under the
                  98-2 Agreement, the 99-1 Agreement, the 99-2 Agreement, the
                  2000-1 Agreement and the 2000-2 Agreement (in the forms
                  attached as ANNEX I-A, ANNEX I-B, ANNEX I-C, ANNEX I-D and
                  ANNEX I-E to this Amendment).

         2.       Letter of Guarantor acknowledging that each of the Guarantees
                  relates to the related Residual Financing Agreement as amended
                  by this Amendment, in the form attached to this Amendment as
                  EXHIBIT B.

         3.       Letter of Ameriquest Mortgage Company ("AMC") amending each of
                  the AMC Guarantees and acknowledging that each of the AMC
                  Guarantees as amended relates to the related Residual
                  Financing Agreement as amended by this Amendment, in the form
                  attached to this Amendment as EXHIBIT C.

         4.       Opinion of Dewey Ballantine LLP, special counsel to Borrower
                  and Guarantor, in form and substance satisfactory to Lender.

         5.       Opinion of counsel to AMC, regarding due authorization,
                  execution and delivery of the acknowledgement letter of AMC
                  and such other matters as Lender shall reasonably request in
                  form and substance satisfactory to Lender.

         6.       Secretary's Certificate and Incumbency Certificate of Borrower
                  (including good standing certificate of the Delaware Secretary
                  of State and certified resolutions of Borrower's board of
                  directors relating to the Residual Financing Agreements as
                  amended by this Amendment), in form and substance satisfactory
                  to Lender.

         7.       Secretary's Certificate and Incumbency Certificate of
                  Guarantor (including good standing certificate of the Delaware
                  Secretary of State and certified resolutions of Guarantor's
                  board of directors relating to the Residual Financing
                  Agreements as amended by this Amendment), in form and
                  substance satisfactory to Lender.

         8.       Secretary's Certificate and Incumbency Certificates of AMC
                  (including good standing certificate of the Delaware Secretary
                  of State and certified resolutions of AMC's board of directors
                  relating to the amended AMC Guarantees), in form and substance
                  satisfactory to Lender.

         9.       Such other opinions, documents and instruments as Lender or
                  its counsel shall reasonably request.


                                     A-1
<Page>

                                                                       EXHIBIT B
                                [LBAC LETTERHEAD]

                                  June 13, 2001



Greenwich Capital Financial Products, Inc.
600 Steamboat Road
Greenwich, Connecticut  06830

Ladies and Gentlemen:

         Reference is made to (i) the Credit and Security Agreement dated as of
January 30, 1998 (as amended, supplemented or otherwise modified prior to the
date hereof, the "Original 98-1 Agreement") among Long Beach Acceptance
Receivables Corp. ("Borrower"), Long Beach Acceptance Corp. ("Guarantor") and
Greenwich Capital Financial Products, Inc. ("Lender"), (ii) the Credit and
Security Agreement dated as of November 25, 1998 (as amended, supplemented or
otherwise modified prior to the date hereof, the "Original 98-2 Agreement")
among Borrower, Guarantor and Lender, (iii) the Credit and Security Agreement
dated as of August 12, 1999 (as amended, supplemented or otherwise modified
prior to the date hereof, the "Original 99-1 Agreement") among Borrower,
Guarantor and Lender, (iv) the Credit and Security Agreement dated as of
December 9, 1999 (as amended, supplemented or otherwise modified prior to the
date hereof, the "Original 99-2 Agreement"), (v) the Credit and Security
Agreement dated as of June 15, 2000 by and among Borrower, Guarantor and Lender
(as amended, supplemented or otherwise modified prior to the date hereof, the
"Original 2000-1 Agreement"), (vi) the Credit and Security Agreement dated as of
December 13, 2000 by and among Borrower, Lender and Guarantor (as amended,
supplemented or otherwise modified prior to the date hereof, the "Original
2000-2 Agreement" and, collectively with the Original 98-1 Agreement, the
Original 98-2 Agreement, the Original 99-1 Agreement, the Original 99-2
Agreement and the Original 2000-1 Agreement, the "Original Residual Financing
Agreements", and each individually, an "Original Residual Financing Agreement")
among Borrower, Guarantor and Lender, (vii) the Guarantee by Guarantor dated as
of January 30, 1998 (the "98-1 Guarantee") in favor of Lender, (viii) the
Guarantee by Guarantor dated as of November 25, 1998 (the "98-2 Guarantee") in
favor of Lender, (ix) the Guarantee by Guarantor dated as of August 12, 1999
(the "99-1 Guarantee") in favor of Lender, (x) the Guarantee by Guarantor dated
as of December 9, 1999 (the "99-2 Guarantee"), (xi) the Guarantee by Guarantor
dated as of June 15, 2000 (the "2000-1 Guarantee") and (xii) the Guarantee by
Guarantor dated as of December 13, 2000 (the "2000-2 Guarantee" and,
collectively with the 98-1 Guarantee, the 98-2 Guarantee, the 99-1 Guarantee,
the 99-2 Guarantee and the 2000-1 Guarantee, and as amended, supplemented or
otherwise modified prior to the date hereof, the "Guarantees", and each
individually, a "Guarantee") in favor of Lender, and (xiii) Omnibus Amendment
Agreement No. 6 dated as of June 13, 2001 (the "Amendment") among Borrower,
Guarantor and Lender. The Original 98-1 Agreement, the Original 98-2 Agreement,
the Original 99-1 Agreement, the Original 99-2 Agreement, the


                                     B-1
<Page>

Original 2000-1 Agreement and the Original 2000-2 Agreement, each as amended by
the Amendment, as the same may be amended, supplemented or otherwise modified
from time to time in accordance with the respective terms thereof are referred
to herein as the "98-1 Agreement", the "98-2 Agreement", the "99-1 Agreement",
the "99-2 Agreement", the "2000-1 Agreement" and the 2000-2 Agreement,
respectively, and collectively, the "Residual Financing Agreements", and each
individually, a "Residual Financing Agreement". Capitalized terms used but not
otherwise defined herein are used as defined in the applicable Guarantee.

         For good and valuable consideration, the receipt and sufficiency of
which we hereby acknowledge, we hereby agree and confirm that (i) we
unconditionally and irrevocably guarantee to Lender, or any successor in
interest of Lender, the due, punctual and complete payment and performance by
Borrower when and as due, whether at the stated maturity, by acceleration, upon
one or more dates set for repayment or prepayment or otherwise, of the
Obligations, (ii) all Loans outstanding under each Residual Financing Agreement
(including without limitation the Additional Advance made under and as defined
in the 98-2 Agreement, the Third Additional Advance made under and as defined in
the 99-1 Agreement, the Second Additional Advance made under and as defined in
the 99-2 Agreement, the Additional Advance made under and as defined in the
2000-1 Agreement and the Additional Advance made under and as defined in the
2000-2 Agreement) (in each case together with interest accrued thereon pursuant
to the terms of such Residual Financing Agreement) shall constitute
"Obligations" under such Residual Financing Agreement, (iii) all "Obligations"
under each Residual Financing Agreement shall constitute "Obligations" under the
related Guarantee, and (iv) all of the terms of the Guarantees, as amended,
supplemented or otherwise modified prior to the date hereof and as confirmed by
this letter, remain in full force and effect and are hereby ratified and
confirmed in all respects.

                                             Very truly yours,

                                             LONG BEACH ACCEPTANCE CORP.


                                             By:      __________________________
                                                      Name:
                                                      Title:


AGREED AND ACCEPTED:

GREENWICH CAPITAL MARKETS, INC.




By:      __________________________
         Name:
         Title:


                                     B-2
<Page>

                                                                       EXHIBIT C
                                [AMC LETTERHEAD]

                                  June 13, 2001



Greenwich Capital Financial Products, Inc.
600 Steamboat Road
Greenwich, Connecticut  06830

Ladies and Gentlemen:

         Reference is made to (i) the Credit and Security Agreement dated as of
January 30, 1998 (as amended, supplemented or otherwise modified prior to the
date hereof, the "Original 98-1 Agreement") among Long Beach Acceptance
Receivables Corp. ("Borrower"), Long Beach Acceptance Corp. ("LBAC") and
Greenwich Capital Financial Products, Inc. ("Lender"), (ii) the Credit and
Security Agreement dated as of November 25, 1998 (as amended, supplemented or
otherwise modified prior to the date hereof, the "Original 98-2 Agreement")
among Borrower, LBAC and Lender, (iii) the Credit and Security Agreement dated
as of August 12, 1999 (as amended, supplemented or otherwise modified prior to
the date hereof, the "Original 99-1 Agreement") among Borrower, LBAC and Lender,
(iv) the Credit and Security Agreement dated as of December 9, 1999 (as amended,
supplemented or otherwise modified prior to the date hereof, the "Original 99-2
Agreement"), (v) the Credit and Security Agreement dated as of June 15, 2000 (as
amended, supplemented or otherwise modified prior to the date hereof, the
"Original 2000-1 Agreement"), (vi) the Credit and Security Agreement dated as of
December 13, 2000 by and among Borrower, Lender and Guarantor (as amended,
supplemented or otherwise modified prior to the date hereof, the "Original
2000-2 Agreement" and, collectively with the Original 98-1 Agreement, the
Original 98-2 Agreement, the Original 99-1 Agreement, the Original 99-2
Agreement and the Original 2000-1 Agreement, the "Original Residual Financing
Agreements", and each individually, an "Original Residual Financing Agreement"),
(vii) the AMC Guarantee by Ameriquest Mortgage Company (as successor of Long
Beach Mortgage Company) dated as of January 30, 1998 (the "98-1 AMC Guarantee")
in favor of Lender, (viii) the AMC Guarantee by Ameriquest Mortgage Company
dated as of November 25, 1998 (the "98-2 AMC Guarantee"), (ix) the AMC Guarantee
by Ameriquest Mortgage Company dated as of August 12, 1999 (the "99-1 AMC
Guarantee") in favor of Lender, (x) the AMC Guarantee by Ameriquest Mortgage
Company dated as of December 9, 1999 (the "99-2 AMC Guarantee") in favor of
Lender, (xi) the AMC Guarantee by Ameriquest Mortgage Company dated as of June
15, 2000 (the "2000-1 AMC Guarantee") and (xii) the Guarantee by Guarantor dated
as of December 13, 2000 (the "2000-2 Guarantee" and, collectively with the 98-1
AMC Guarantee, the 98-2 AMC Guarantee, the 99-1 AMC Guarantee and the 99-2 AMC
Guarantee and as amended, supplemented or otherwise modified prior to the date
hereof the "AMC Guarantees", and each individually, an "AMC Guarantee"), (xiii)
the Guarantee by LBAC dated as of January 30, 1998 (the "98-1 LBAC Guarantee")
in favor of Lender, (xiv) the Guarantee by LBAC dated as of November 25, 1998
(the "98-2 LBAC Guarantee") in favor of Lender, (xv) the Guarantee by LBAC dated
as of August 12, 1999 (the "99-1 LBAC Guarantee") in favor of Lender, (xvi) the
Guarantee by LBAC dated as of December 9, 1999 (the "99-2 LBAC


                                     C-1
<Page>

Guarantee") in favor of the Lender, (xvii) the Guarantee by LBAC dated as of
June 15, 2000 (the "2000-1 LBAC Guarantee") in favor of the Lender, (xviii) the
Guarantee by LBAC dated as of December 13, 2000 (the "2000-2 LBAC Guarantee"
and, collectively with the 98-1 LBAC Guarantee, the 98-2 LBAC Guarantee, the
99-1 LBAC Guarantee, the 99-2 LBAC Guarantee and the 2000-1 LBAC Guarantee, and
as amended, supplemented or otherwise modified prior to the date hereof, the
"LBAC Guarantees", and each individually, an "LBAC Guarantee") in favor of
Lender, (xix) Omnibus Amendment Agreement No. 6 dated as of June 13, 2001 (the
"Amendment") among Borrower, LBAC, as guarantor, and Lender. The Original 98-1
Agreement, the Original 98-2 Agreement, the Original 99-1 Agreement, the
Original 99-2, the Original 2000-1 Agreement and the Original 2000-2 Agreement,
as amended by the Amendment, as the same may be amended, supplemented or
otherwise modified from time to time in accordance with the respective terms
thereof are referred to herein as the "98-1 Agreement", the "98-2 Agreement",
the "99-1 Agreement", the "99-2 Agreement", the "2000-1 Agreement" and the
2000-2 Agreement, respectively, and collectively, the "Residual Financing
Agreements", and each individually, a "Residual Financing Agreement".
Capitalized terms used but not otherwise defined herein are used as defined in
the applicable AMC Guarantee.

         For good and valuable consideration, the receipt and sufficiency of
which we hereby acknowledge, we hereby agree and confirm that (i) we
unconditionally and irrevocably guarantee to Lender, or any successor in
interest of Lender, the due, punctual and complete payment and performance by
LBAC when and as due, whether at the stated maturity, by acceleration, upon one
or more dates set for repayment or prepayment or otherwise, of the LBAC
Obligations, (ii) all Loans outstanding under each Residual Financing Agreement
(including without limitation the Additional Advance made under and as defined
in the 98-2 Agreement, the Third Additional Advance made under and as defined in
the 99-1 Agreement, the Second Additional Advance made under and as defined in
the 99-2 Agreement, the Additional Advance made under and as defined in the
2000-1 Agreement and the Additional Advance made under and as defined in the
2000-2 Agreement) (in each case together with interest accrued thereon pursuant
to the terms of such Residual Financing Agreement) shall constitute
"Obligations" under such Residual Financing Agreement, (iii) all "Obligations"
under each Residual Financing Agreement shall constitute "LBAC Obligations"
under the related AMC Guarantee, as amended by this letter, and (iv) all of the
terms of the AMC Guarantees, as confirmed by this letter, and as amended,
supplemented or otherwise modified prior to the date hereof remain in full force
and effect and are hereby ratified and confirmed in all respects.

                                             Very truly yours,

                                             AMERIQUEST MORTGAGE COMPANY


                                             By:      __________________________
                                                      Name:
                                                      Title:


                                     C-2
<Page>

                                                                       ANNEX I-A

                                                                       EXHIBIT I

                   GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.

                                 PROMISSORY NOTE


                                                                   June 13, 2001

Amount: U.S. $3,081,108.04

         FOR VALUE RECEIVED, LONG BEACH ACCEPTANCE RECEIVABLES CORP. (the
"Borrower") unconditionally promises to pay on the Maturity Date (as defined in
the 98-2 Agreement referred to below) to the order of Greenwich Capital
Financial Products, Inc. (the "Lender") in Federal or other immediately
available funds in lawful money of the United States the principal sum of Three
Million, Eighty-one Thousand, One Hundred Eight Dollars and Four Cents (U.S
$3,081,108.04) or, if less, the aggregate unpaid principal amount of the Loans
made by Lender to Borrower pursuant to the 98-2 Agreement, and to pay interest
thereon from the date hereof until this Note is repaid in like money at the
rates per annum and in the manner set forth in the 98-2 Agreement.

         The principal of and interest on this Note shall be payable in
immediately available funds without set-off or counterclaim, in the manner set
forth in the 98-2 Agreement.

         This Note is issued pursuant to the terms of a Credit and Security
Agreement dated as of November 25, 1998 among Borrower, Lender and Long Beach
Acceptance Corp., as Guarantor (as amended from time to time, the "98-2
Agreement"), and is subject to the terms thereof and is entitled to the benefits
therein provided.

         Upon the occurrence of an Event of Default (as defined in the 98-2
Agreement), the principal of and accrued interest on this Note may be declared
due and payable in the manner and with the effect provided in the 98-2
Agreement, without presentment, demand, protest or notice of any kind, each of
which is hereby expressly waived by Borrower.

         THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW
OF THE STATE OF NEW YORK.

                                         LONG BEACH ACCEPTANCE RECEIVABLES CORP.


                                         By:  __________________________________
                                              Name:
                                              Title:


                                     I-A-1
<Page>

                                                                       ANNEX I-B

                                                                       EXHIBIT N

                   GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.

                                 PROMISSORY NOTE


                                                                   June 13, 2001

Amount: U.S. $8,453,378.31

         FOR VALUE RECEIVED, LONG BEACH ACCEPTANCE RECEIVABLES CORP. (the
"Borrower") unconditionally promises to pay on the Maturity Date (as defined in
the 99-1 Agreement referred to below) to the order of Greenwich Capital
Financial Products, Inc. (the "Lender") in Federal or other immediately
available funds in lawful money of the United States the principal sum of Eight
Million, Four Hundred Fifty-three Thousand, Three Hundred Seventy-eight Dollars
and Thirty-one Cents (U.S. $8,453,378.31) or, if less, the aggregate unpaid
principal amount of the Loans made by Lender to Borrower pursuant to the 99-1
Agreement, and to pay interest thereon from the date hereof until this Note is
repaid in like money at the rates per annum and in the manner set forth in the
99-1 Agreement.

         The principal of and interest on this Note shall be payable in
immediately available funds without set-off or counterclaim, in the manner set
forth in the 99-1 Agreement.

         This Note is issued pursuant to the terms of a Credit and Security
Agreement dated as of August 12, 1999 among Borrower, Lender and Long Beach
Acceptance Corp., as Guarantor (as amended from time to time, the "99-1
Agreement"), and is subject to the terms thereof and is entitled to the benefits
therein provided.

         Upon the occurrence of an Event of Default (as defined in the 99-1
Agreement), the principal of and accrued interest on this Note may be declared
due and payable in the manner and with the effect provided in the 99-1
Agreement, without presentment, demand, protest or notice of any kind, each of
which is hereby expressly waived by Borrower.

         THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW
OF THE STATE OF NEW YORK.

                                        LONG BEACH ACCEPTANCE RECEIVABLES CORP.


                                        By:   __________________________________
                                              Name:
                                              Title:


                                     I-B-1
<Page>

                                                                       ANNEX I-C

                                                                       EXHIBIT L

                   GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.

                                 PROMISSORY NOTE


                                                                   June 13, 2001

Amount: U.S. $7,091,447.81

         FOR VALUE RECEIVED, LONG BEACH ACCEPTANCE RECEIVABLES CORP. (the
"Borrower") unconditionally promises to pay on the Maturity Date (as defined in
the 99-2 Agreement referred to below) to the order of Greenwich Capital
Financial Products, Inc. (the "Lender") in Federal or other immediately
available funds in lawful money of the United States the principal sum of Seven
Million, Ninety-one Thousand, Four Hundred Forty-seven Dollars and Eighty-one
Cents (U.S $7,091,447.81) or, if less, the aggregate unpaid principal amount of
the Loans made by Lender to Borrower pursuant to the 99-2 Agreement, and to pay
interest thereon from the date hereof until this Note is repaid in like money at
the rates per annum and in the manner set forth in the 99-2 Agreement.

         The principal of and interest on this Note shall be payable in
immediately available funds without set-off or counterclaim, in the manner set
forth in the 99-2 Agreement.

         This Note is issued pursuant to the terms of a Credit and Security
Agreement dated as of December 9, 1999 among Borrower, Lender and Long Beach
Acceptance Corp., as Guarantor (as amended from time to time, the "99-2
Agreement"), and is subject to the terms thereof and is entitled to the benefits
therein provided.

         Upon the occurrence of an Event of Default (as defined in the 99-2
Agreement), the principal of and accrued interest on this Note may be declared
due and payable in the manner and with the effect provided in the 99-2
Agreement, without presentment, demand, protest or notice of any kind, each of
which is hereby expressly waived by Borrower.

         THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW
OF THE STATE OF NEW YORK.

                                       LONG BEACH ACCEPTANCE RECEIVABLES CORP.


                                       By:    __________________________________
                                              Name:
                                              Title:


                                     I-C-1
<Page>

                                                                       ANNEX I-D

                                                                       EXHIBIT I

                   GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.

                                 PROMISSORY NOTE


                                                                   June 13, 2001

Amount: U.S. $6,616,203.80

         FOR VALUE RECEIVED, LONG BEACH ACCEPTANCE RECEIVABLES CORP. (the
"Borrower") unconditionally promises to pay on the Maturity Date (as defined in
the 2000-1 Agreement referred to below) to the order of Greenwich Capital
Financial Products, Inc. (the "Lender") in Federal or other immediately
available funds in lawful money of the United States the principal sum of Six
Million, Six Hundred Sixteen Thousand, Two Hundred Three Dollars and Eighty
Cents (U.S $6,616,203.80) or, if less, the aggregate unpaid principal amount of
the Loans made by Lender to Borrower pursuant to the 2000-1 Agreement, and to
pay interest thereon from the date hereof until this Note is repaid in like
money at the rates per annum and in the manner set forth in the 2000-1
Agreement.

         The principal of and interest on this Note shall be payable in
immediately available funds without set-off or counterclaim, in the manner set
forth in the 2000-1 Agreement.

         This Note is issued pursuant to the terms of a Credit and Security
Agreement dated as of June 15, 2000 among Borrower, Lender and Long Beach
Acceptance Corp., as Guarantor (as amended from time to time, the "2000-1
Agreement"), and is subject to the terms thereof and is entitled to the benefits
therein provided.

         Upon the occurrence of an Event of Default (as defined in the 2000-1
Agreement), the principal of and accrued interest on this Note may be declared
due and payable in the manner and with the effect provided in the 2000-1
Agreement, without presentment, demand, protest or notice of any kind, each of
which is hereby expressly waived by Borrower.

         THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW
OF THE STATE OF NEW YORK.

                                        LONG BEACH ACCEPTANCE RECEIVABLES CORP.


                                        By:   __________________________________
                                              Name:
                                              Title:


                                     I-D-1
<Page>

                                                                       ANNEX I-E

                                                                       EXHIBIT I

                   GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.

                                 PROMISSORY NOTE


                                                                   June 13, 2001

Amount: U.S. $2,809,767.60

         FOR VALUE RECEIVED, LONG BEACH ACCEPTANCE RECEIVABLES CORP. (the
"Borrower") unconditionally promises to pay on the Maturity Date (as defined in
the 2000-2 Agreement referred to below) to the order of Greenwich Capital
Financial Products, Inc. (the "Lender") in Federal or other immediately
available funds in lawful money of the United States the principal sum of Two
Million, Eight Hundred Nine Thousand, Seven Hundred Sixty-seven Dollars and
Sixty Cents (U.S $2,809,767.60) or, if less, the aggregate unpaid principal
amount of the Loans made by Lender to Borrower pursuant to the 2000-2 Agreement,
and to pay interest thereon from the date hereof until this Note is repaid in
like money at the rates per annum and in the manner set forth in the 2000-2
Agreement.

         The principal of and interest on this Note shall be payable in
immediately available funds without set-off or counterclaim, in the manner set
forth in the 2000-2 Agreement.

         This Note is issued pursuant to the terms of a Credit and Security
Agreement dated as of December 13, 2000 among Borrower, Lender and Long Beach
Acceptance Corp., as Guarantor (as amended from time to time, the "2000-2
Agreement"), and is subject to the terms thereof and is entitled to the benefits
therein provided.

         Upon the occurrence of an Event of Default (as defined in the 2000-2
Agreement), the principal of and accrued interest on this Note may be declared
due and payable in the manner and with the effect provided in the 2000-2
Agreement, without presentment, demand, protest or notice of any kind, each of
which is hereby expressly waived by Borrower.

         THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW
OF THE STATE OF NEW YORK.

                                        LONG BEACH ACCEPTANCE RECEIVABLES CORP.


                                        By:   __________________________________
                                              Name:
                                              Title:


                                     I-E-1
<Page>

                                                                        ANNEX II

                                                                       EXHIBIT H

                 FORM OF ADDITIONAL ADVANCE NOTICE OF BORROWING




June 12, 2001

Greenwich Capital Financial Products, Inc.
600 Steamboat Road
Greenwich, Connecticut 06830

Ladies and Gentlemen:

         In accordance with Section 2.11 of that certain Credit and Security
Agreement, dated as of [____________] (as amended, modified or otherwise
supplemented from time to time in accordance with the terms thereof, the
"AGREEMENT", the terms defined therein being used herein as defined therein), by
and among Greenwich Capital Financial Products, Inc., as Lender, the
undersigned, as Borrower, and Long Beach Acceptance Corp., as Guarantor, the
undersigned hereby requests a Loan in an aggregate principal amount equal to
$_________________, to be disbursed in the manner provided below.

         The undersigned hereby certifies that the following statements are true
on the date hereof:

         A.       the representations and warranties contained in Section 4 of
                  the Agreement are true and correct as of the date hereof; and

         B.       no Default, Event of Default or Other RF Event of Default has
                  occurred and is continuing.

         DISBURSEMENT INSTRUCTIONS:

                                        Very truly yours,


                                        Long Beach Acceptance Receivables Corp.,
                                        as Borrower


                                        By:
                                             -----------------------------------
                                             Name:
                                             Title:


                                     II-1
<Page>

                                                                       ANNEX III

                                                                       EXHIBIT M

              FORM OF THIRD ADDITIONAL ADVANCE NOTICE OF BORROWING




June 12, 2001

Greenwich Capital Financial Products, Inc.
600 Steamboat Road
Greenwich, Connecticut 06830

Ladies and Gentlemen:

         In accordance with Section 2.13 of that certain Credit and Security
Agreement, dated as of [____________] (as amended, modified or otherwise
supplemented from time to time in accordance with the terms thereof, the
"AGREEMENT", the terms defined therein being used herein as defined therein), by
and among Greenwich Capital Financial Products, Inc., as Lender, the
undersigned, as Borrower, and Long Beach Acceptance Corp., as Guarantor, the
undersigned hereby requests a Loan in an aggregate principal amount equal to
$_________________, to be disbursed in the manner provided below.

         The undersigned hereby certifies that the following statements are true
on the date hereof:

         A.       the representations and warranties contained in Section 4 of
                  the Agreement are true and correct as of the date hereof; and

         B.       no Default, Event of Default or Other RF Event of Default has
                  occurred and is continuing.

         DISBURSEMENT INSTRUCTIONS:

                                        Very truly yours,


                                        Long Beach Acceptance Receivables Corp.,
                                        as Borrower


                                        By:
                                             -----------------------------------
                                             Name:
                                             Title:


                                     III-1
<Page>

                                                                        ANNEX IV

                                                                       EXHIBIT K

              FORM OF SECOND ADDITIONAL ADVANCE NOTICE OF BORROWING




June 12, 2001

Greenwich Capital Financial Products, Inc.
600 Steamboat Road
Greenwich, Connecticut 06830

Ladies and Gentlemen:

         In accordance with Section 2.12 of that certain Credit and Security
Agreement, dated as of [____________] (as amended, modified or otherwise
supplemented from time to time in accordance with the terms thereof, the
"AGREEMENT", the terms defined therein being used herein as defined therein), by
and among Greenwich Capital Financial Products, Inc., as Lender, the
undersigned, as Borrower, and Long Beach Acceptance Corp., as Guarantor, the
undersigned hereby requests a Loan in an aggregate principal amount equal to
$_________________, to be disbursed in the manner provided below.

         The undersigned hereby certifies that the following statements are true
on the date hereof:

         A.       the representations and warranties contained in Section 4 of
                  the Agreement are true and correct as of the date hereof; and

         B.       no Default, Event of Default or Other RF Event of Default has
                  occurred and is continuing.

         DISBURSEMENT INSTRUCTIONS:

                                       Very truly yours,


                                       Long Beach Acceptance Receivables Corp.,
                                       as Borrower


                                       By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                     IV-1