<PAGE>   1
                                                                   EXHIBIT 10.27

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                                4/99 AMENDMENT TO
                              AMENDED AND RESTATED
                                 SENIOR SECURED
                                CREDIT AGREEMENT


                           DATED AS OF APRIL 22, 1999
                                  BY AND AMONG

                           LONG BEACH MORTGAGE COMPANY

                                       AND

                   CHASE BANK OF TEXAS, NATIONAL ASSOCIATION,
                            AS AGENT AND AS A LENDER,

                                       AND

                       THE OTHER LENDER(S) PARTIES HERETO


                       AMENDING (FOR THE SECOND TIME) THE
            4/98 AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT
                                   AMONG THEM


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<PAGE>   2
                             INDEX OF DEFINED TERMS

<TABLE>
<S>                                                                                      <C>
"4/98 A&R Credit Agreement".................................................................1
"4/99 Amendment Effective Date".............................................................9
"4/99 Amendment"............................................................................1
"7/98 Amendment"............................................................................1
"Agent".....................................................................................1
"Amendment".................................................................................1
"Broker's Price Opinion"....................................................................9
"Cash Equivalents"..........................................................................9
"Chase Texas"...............................................................................1
"Company"...................................................................................1
"Credit Agreement"..........................................................................1
"Disqualifying Event".......................................................................3
"Lenders"...................................................................................1
"Maximum Aggregate Commitment"..............................................................8
"Moody's"..................................................................................10
"Primary Residence Loan"...................................................................10
"Qualified Bank"...........................................................................10
"Receivables Collateral Value"..............................................................2
"S&P"......................................................................................10
</TABLE>

                                       i
<PAGE>   3
                                TABLE OF CONTENTS

<TABLE>

<S>                                                                                         <C>
Preamble.....................................................................................1

Recitals.....................................................................................1

Agreements...................................................................................2

1.  DEFINITIONS..............................................................................2
        1.1  Defined Terms...................................................................2

2.  THE LENDERS=COMMITMENTS.................................................................10

5.  INTEREST, PRINCIPAL AND FEES PAYMENTS...................................................11
        5.6    Commitment Fee...............................................................11

6.  COLLATERAL..............................................................................11
        6.1  Grant of Security Interest.....................................................11

7.  CONDITIONS PRECEDENT....................................................................12
        7.4   Advances After April 22, 1999.................................................12

8.  REPRESENTATIONS.........................................................................13

10.  NEGATIVE COVENANTS.....................................................................14
        10.12  The Company's Liquidity......................................................15
        10.13  Successive Quarterly Losses..................................................15

13.  RELATIONSHIPS AMONG THE AGENT AND THE LENDERS..........................................15

15.  MISCELLANEOUS..........................................................................15
        15.10 Notice Pursuant to Tex. Bus. & Comm. Code Section 26.02.......................16

</TABLE>
                                       i

<PAGE>   4


                                4/99 AMENDMENT TO
                              AMENDED AND RESTATED
                         SENIOR SECURED CREDIT AGREEMENT

                                    Preamble

        This 4/99 Amendment to Amended and Restated Senior Secured Credit
Agreement (the "4/99 AMENDMENT" or, within itself only, this "AMENDMENT" dated
as of April 22, 1999 (the "4/99 AMENDMENT EFFECTIVE DATE") amending (for the
second time) the 4/98 Amended and Restated Senior Secured Credit Agreement dated
as of April 13, 1998 (the "4/98 A&R CREDIT AGREEMENT", or as amended by the 7/98
Amendment to Amended and Restated Senior Secured Credit Agreement dated as of
July 29, 1998 " the "7/98 AMENDMENT", as amended hereby and as it may be
supplemented, further amended or restated, the "CREDIT AGREEMENT"), among LONG
BEACH MORTGAGE COMPANY (the "COMPANY"), a Delaware corporation with its
principal office at 1100 Town & Country Road, Suite 1600, Orange, California
92868, CHASE BANK OF TEXAS, NATIONAL ASSOCIATION ("CHASE TEXAS"), a national
banking association acting as a Lender and agent and Representative of the
Lenders and Eligible Assignees (in that capacity, Chase Texas is called the
"AGENT"), and such other lenders as may from time to time be party to the Credit
Agreement (together with Chase Texas, the "Lenders') recites and states as
follows:

                                    Recitals

        Capitalized terms used in these recitals have the meanings assigned to
them in the 4/98 Credit Agreement, as amended by the 7/98 Amendment.

        Pursuant to SECTION 2.2 of the Credit Agreement, the Company has
requested that the Maximum Committed Amount be increased and the undersigned
Lenders have agreed to increase the same to Three Hundred Twenty-five Million
Dollars ($325,000,000) and the Company, the Lenders and the Agent hereby further
amend the 4/98 A&R Credit Agreement, as amended by the 7/98 Amendment, to
reflect such increase, upon and subject to the terms and conditions of this
Amendment. If there is any conflict or inconsistency between any of the terms or
provisions of this Amendment and any of the other Facilities Papers, this
Amendment shall govern and control. If there is any conflict between any
provision of this Amendment and any later supplement, amendment, restatement or
replacement of the 4/98 A&R Credit Agreement, then the latter shall govern and
control.

        The Sections of this Amendment are numbered to correspond with the
Sections of the 4/98 A&R Credit Agreement amended hereby and are accordingly
often in nonsequential numerical order.

<PAGE>   5
                                   Agreements

        In consideration of the premises, the mutual agreements stated below and
other good and valuable consideration paid by each party to each other party to
this Agreement, the receipt and sufficiency of which each hereby acknowledges,
the parties hereby agree as follows.

                                 1. DEFINITIONS

        1.1  Defined Terms.

        A. The definition of ?Recoveries Collateral Value? (contained in the
definition of ?Collateral Value?) is hereby amended in its entirety to read as
follows:

               - The "RECOVERIES COLLATERAL VALUE" on any day for a
        Single-family Residential Mortgage Loan owned by the Company and Pledged
        to the Agent that was either (1) originated or purchased by the Company
        but either (i) was not subsequently sold to an investor, or (ii) was
        sold to an investor but was subsequently repurchased by the Company due
        to underwriting errors, delinquencies or breach of representations or
        warranties made in connection with such sale or (2) purchased by the
        Company out of a pool of Serviced Loans, or from a Whole Loan investor
        for whose Mortgage Loans the Company is a Servicer, pursuant to the
        Company's (or an Affiliate"s) obligation or election as Servicer to do
        so, shall be seventy-five percent (75%) of the lesser of:

               (i) such Pledged Loan"s Principal Balance; or

               (ii) the net cash amount paid for such Pledged Loan by the
        Company (without regard, however, to any servicing release premium paid
        by the Company);

        provided, that Recoveries Collateral that was first Pledged to the Agent
        more than one hundred eighty (180) days before the date for which such
        Collateral Value is being determined shall have zero Collateral Value
        unless the Company shall have obtained and furnished to the Agent a
        current (i.e., made within sixty (60) days of the date of determination)
        Broker?s Price Opinion of the value of the real estate securing such
        Recoveries Collateral, and the Collateral Value of that Recoveries
        Collateral shall be sixty percent (60%) of the least of:

               (x) such Pledged Loan?s Principal Balance;

               (y) the net cash amount paid for such Pledged Loan by the Company
        (without regard, however, to any servicing release premium paid by the
        Company); or

                                       2


<PAGE>   6



               (z) the value of the real estate securing such Pledged Loan as
        stated in such current Broker"s Price Opinion;

        provided further, that Recoveries Collateral that was first Pledged to
        the Agent more than three hundred sixty (360) days before the date for
        which its Collateral Value is being determined shall never have
        Collateral Value greater than zero " albeit that, as the definition of
        "Disqualifying Event" (as amended by the 4/99 Amendment) provides,
        Recoveries Collateral that was first Pledged to the Agent more than one
        hundred eighty (180) days, but not more than three hundred sixty (360)
        days, before the date for which its Collateral Value is being determined
        will continue to have Collateral Value (determined as provided in the
        immediately preceding proviso by applying a sixty percent (60%) factor
        to the least of its principal balance, the Company's net cost to acquire
        it or its underlying real estate"s Broker"s Price Opinion value, or as
        provided in the immediately following proviso by applying such factor to
        its Market Value if the Agent marks it to market), although the maximum
        aggregate Collateral Value for such Recoveries Collateral that was so
        first Pledged to the Agent between 180 days and 360 days before such
        determination date is limited (as provided in the definition of
        "Disqualifying Event, as amended by the 4/99 Amendment) to an amount
        equal to fifty percent (50%) of the Recoveries Sublimit for that date;

        provided further, that if the Agent shall elect to mark any such Pledged
        Loan to market, its Collateral Value shall be seventy-five percent (75%)
        " or sixty percent (60%) in the case of Recoveries Collateral that was
        first Pledged to the Agent more than one hundred eighty (180) days but
        not more than three hundred sixty (360) days before the date for which
        such Collateral Value is being determined " of whichever of (x) the
        Market Value of the Pledged Loan itself or (y) the value of the real
        estate securing it, the Agent shall determine is the better measure of
        its Market Value. Each determination by the Agent of Collateral Value
        (and of each element of each such determination, including Market Value)
        may be computed using any reasonable averaging, interpolation and
        attribution method and, absent manifest error, shall be conclusive and
        binding.

        B. The definition of "Disqualifying Event" is hereby amended to read as
follows (if the text following any subhead thereof is not hereby amended, that
is indicated by the parenthetical statement, "(No change.)", and only the
changes to the various subheads that are changed hereby are stated below):


                                       3
<PAGE>   7
               "DISQUALIFYING EVENT" means any of the following events, after
        the occurrence of which (i) for so long as the material effects of such
        event shall continue and shall not have been waived or declared cured in
        writing by the Agent and (ii) except to the extent otherwise specified
        in this definition, the Collateral Value of the affected Collateral
        shall be zero for Borrowing Base purposes:

                                (any Collateral)

                                  (No change.)

A new subhead and its single bullet point are hereby added as follows:

                               (Any Pledged Loan)

               - on any day, the sum of the Collateral Values of all pledged
        Mortgage Loans that are not Primary Residence Loans shall exceed fifteen
        percent (15%) of the Single-family Sublimit on that day " in which event
        the aggregate Collateral Value for that day of all Pledged Loans that
        are not Primary Residence Loans shall be fifteen percent (15%) of the
        Single-family Sublimit on that day.

                     (Pledged Single-family Mortgage Loans)

The twelfth (12th) and thirteenth (13th) bullet points under this subhead are
hereby amended to henceforth read as follows:

               - on any day, the sum of the Collateral Values of all
        Single-family Mortgage Loans that were first Pledged to the Agent more
        than one hundred twenty (120) days but not more than one hundred eighty
        (180) days before the date for which their Collateral Values are being
        determined shall exceed an amount equal to five percent (5%) of the
        Single-family Sublimit on that day " in which event the aggregate
        Collateral Value for that day of all Single-family Mortgage Loans that
        were first Pledged to the Agent between 120 and 180 days before such
        date shall be the amount that is equal to five percent (5%) of such
        Sublimit.

               - any Single-family Mortgage Loan shall have been first Pledged
        to the Agent more than one hundred eighty (180) days before the date for
        which its Collateral Value is being determined.

The following additional bullet point is hereby added under this subhead:

               - on any day, the sum of the Collateral Values of all pledged
        Single-family Mortgage Loans that have a "D" credit grade under the
        Company

                                       4

<PAGE>   8

        Underwriting Guidelines shall exceed Thirty Million Dollars " in which
        event the aggregate Collateral Value for that day of all such pledged
        "D" credit grade Single-family Mortgage Loans shall be Thirty Million
        Dollars ($30,000,000).

                      (Pledged Second Lien Mortgage Loans)

The second (2nd) bullet point under this subhead is hereby amended to henceforth
read as follows:

        - any Second Lien Mortgage Loan shall have been first Pledged to the
        Agent more than ninety (90) days before the date for which its
        Collateral Value is being determined.

                        (Pledged High LTV Mortgage Loans)

The bullet points under this subhead are hereby amended to henceforth read as
follows:

               -  High LTV Mortgage Loans are not Eligible Collateral.

                            (P&I Advances Collateral)

The following two (2) additional bullet points are hereby added under this
subhead:

               - on any day, the sum of the Collateral Values of all pledged P&I
        Receivables that were first Pledged to the Agent more than one hundred
        eighty (180) days before the date for which its Collateral Value is
        being determined shall exceed an amount equal to fifty percent (50%) of
        the P&I Advances Sublimit on that day " in which event the aggregate
        Collateral Value for that day of all pledged P&I Receivables that were
        first Pledged to the Agent more than one hundred eighty (180) days
        before such date shall be the amount that is equal to fifty percent
        (50%) of such Sublimit; provided that the Company may elect by written
        notice to the Agent to designate as Servicing Advances Collateral
        specific P&I Receivables whose Collateral Value has been lost by
        application of the provisions of this bullet point, whereupon it shall
        automatically become Servicing Advances Collateral, and for the purpose
        of the third (3rd) bullet point under the subhead "(Servicing Advances
        Collateral)" " amended in the second bullet point following this bullet
        point in the 4/99 Amendment " each such P&I Receivable so designated
        shall be deemed to have been first Pledged to the Agent on the date when
        it so becomes Servicing Advances Collateral.

               - any P&I Receivable that is P&I Advances Collateral is not
        collected on or before three hundred sixty (360) days after its funding,
        or if the Company comes to believe that the prospects for collection of
        any P&I Receivable within such

                                       5

<PAGE>   9

        three hundred sixty (360) day period are materially impaired; provided
        that when such uncollected P&I Receivable becomes disqualified to be P&I
        Advances Collateral for that reason (unless it has already become
        Servicing Advances Collateral by reason of its designation as such by
        the Company pursuant to the immediately preceding bullet point), it
        shall thereupon automatically become Servicing Advances Collateral and,
        for the purpose of the third (3rd) bullet point under the subhead
        "(Servicing Advances Collateral)" " amended immediately below this
        bullet point in the 4/99 Amendment " such P&I Receivable that has so
        automatically become Servicing Advances Collateral shall be deemed to
        have been first Pledged to the Agent on the date when it so becomes
        Servicing Advances Collateral.

                         (Servicing Advances Collateral)

The third (3rd) bullet point under this subhead is hereby amended to henceforth
read as follows:

               - on any day, the sum of the Collateral Values of all pledged T&I
        Receivables, P&I Receivables that are Servicing Advances Collateral and
        Enforcement Receivables that were first Pledged to the Agent more than
        one hundred eighty (180) days (or longer if and as approved by the Agent
        on a case-by-case basis, although in no event longer than three hundred
        sixty (360) days) before the date for which its Collateral Value is
        being determined shall exceed an amount equal to fifty percent (50%) of
        the Servicing Advances Sublimit on that day " in which event the
        aggregate Collateral Value for that day of all pledged T&I Receivables,
        P&I Receivables that are Servicing Advances Collateral and Enforcement
        Receivables that have been Pledged to the Agent for longer than that
        shall be the amount that is equal to fifty percent (50%) of such
        Sublimit.

The sixth (6th) bullet point under this subhead is hereby amended to henceforth
read as follows:

               - any T&I Receivable shall have been first Pledged to the Agent
        more than three hundred sixty (360) days before the date for which its
        Collateral Value is being determined.


                                       6

<PAGE>   10

                             (Recoveries Collateral)

The following two (2) new bullet points are hereby added under this subhead:

               - on any day, the sum of the Collateral Values of all Recoveries
        Collateral that was first Pledged to the Agent more than one hundred
        eighty (180) days before the date for which its Collateral Value is
        being determined shall exceed an amount equal to fifty percent (50%) of
        the Recoveries Advances Sublimit on that day " in which event the
        aggregate Collateral Value for that day of all Recoveries Collateral
        that was first Pledged to the Agent more than one hundred eighty (180)
        days before such date shall be the amount that is equal to fifty percent
        (50%) of such Sublimit.

               - any Recoveries Collateral shall have been first Pledged to the
        Agent more than three hundred sixty (360) days before the date for which
        its Collateral Value is being determined.

        C. The definition of "Eligible Single-family Collateral" or "Eligible
Mortgage Loan" is hereby amended by inserting the following six (6) new and
additional bullet points following the clause, "Even though it has been Pledged
to the Agent and is therefore Collateral, no Single-family Mortgage Loan shall
be an Eligible Mortgage Loan":

               - if any of its owners-mortgagors is a corporation, partnership,
               trust or other entity that is not a natural person;

               - if it is secured by a first priority Lien on the real estate
               securing it and has a loan-to-value ratio greater than ninety
               percent (90%);

               - if it is a Second Lien Mortgage Loan and has a cumulative
               loan-to-value ratio (i.e., using as the numerator of such ratio,
               expressed as a fraction, the sum of the Debt secured by the first
               lien and the Debt secured by the second lien against the real
               estate securing it) greater than one hundred percent (100%);

               - if it is a High LTV Mortgage Loan "HIGH LTV MORTGAGE LOANS ARE
               NOT ELIGIBLE COLLATERAL AND ALL REFERENCES TO THEM HEREIN EXCEPT
               THIS ONE AND THE REFERENCE THERETO IN THE 4/99 AMENDMENT'S
               AMENDMENT TO THE DEFINITION OF "ELIGIBLE RECOVERIES COLLATERAL"
               MAY HENCEFORTH BE DISREGARDED;


                                       7

<PAGE>   11

               - if it was previously Pledged to the Agent and released by the
               Agent upon its sale to an investor but that the Company was
               subsequently required to repurchase due to underwriting errors,
               delinquencies or breach of representations or warranties made in
               connection with such sale;

               - if it was previously Pledged to the Agent and released by the
               Agent upon its sale to an investor but that the Company
               subsequently repurchased for a reason or reasons other than
               underwriting errors, delinquencies or breach of representations
               or warranties made in connection with such sale (such as, for
               example, such Single-family Mortgage Loan"s not meeting such
               investor"s geographical investment concentration criteria), but
               as to which any representation in SECTION 8.16 of this Agreement
               is untrue (for example, if the subject Mortgage Loan is subject
               to a right of rescission, even though the investor to whom the
               Company sold it required no representation or warranty from the
               Company that such Mortgage Loan was not subject to a right of
               rescission);

        D. The definition of "Eligible Recoveries Collateral" is hereby amended
by deleting the first "(i)" and the following words:

        and (ii) such unmarketable Single-family Mortgage Loans and other
        mortgage banking-related Collateral, if any, as the Agent shall from
        time to time approve to be Eligible Recoveries Collateral

and adding the following new sentence and bullet points to the end of such
definition:

        Even though it has been Pledged to the Agent and is therefore
        Collateral, no Single-family Mortgage Loan shall be Eligible Recoveries
        Collateral:

               - if any of its owners-mortgagors is a corporation, partnership,
               trust or other entity that is not a natural person;

               - if it is secured by a first priority Lien on the real estate
               securing it and has a loan-to-value ratio greater than ninety
               percent (90%);

               - if it is a Second Lien Mortgage Loan and has a cumulative
               loan-to-value ratio (i.e., using as the numerator of such ratio,
               expressed as a fraction, the sum of the Debt secured by the first
               lien

                                       8


<PAGE>   12

               and the Debt secured by the second lien against the real estate
               securing it) greater than one hundred percent (100%); or

               - if it is a High LTV Mortgage Loan "HIGH LTV MORTGAGE LOANS ARE
               NOT ELIGIBLE COLLATERAL.

        E. The definition of "Maximum Aggregate Commitment" is hereby amended in
its entirety to henceforth read as follows:

               "MAXIMUM AGGREGATE COMMITMENT" means the maximum amount of
        principal that the Company may have borrowed and outstanding under this
        Agreement on any day, being the amount set forth in SCHEDULE MAC in
        effect for that day, but in no event more than the Maximum Committed
        Amount contemplated by SECTION 2.2. The Maximum Aggregate Commitment on
        the Effective Date is Three Hundred Million Dollars ($300,000,000), the
        amount shown on SCHEDULE MAC attached to this Agreement. The Maximum
        Aggregate Commitment on the 4/99 Amendment Effective Date is Three
        Hundred Twenty-five Million Dollars ($325,000,000), the amount shown on
        (the updated) SCHEDULE MAC attached to the 4/99 Amendment. If and when
        some or all of the Lenders then party to this Agreement agree in writing
        to increase their Committed Sum, new Lenders join this Agreement or
        both, so that the Aggregate Committed Sum exceeds the Maximum Aggregate
        Commitment then in effect, the Agent shall execute an updated SCHEDULE
        MAC reflecting the new Maximum Aggregate Commitment (as an amount equal
        to the new Aggregate Committed Sum) (and listing any such new Lenders
        and their respective Committed Sums) and deliver it to the Company and
        the Lenders, and that updated SCHEDULE MAC shall thereupon be
        substituted for and supersede the prior SCHEDULE MAC.

        F. The following definitions are hereby added to the 4/98 A&R Credit
Agreement, in alphabetical order:

               "4/99 AMENDMENT" means the 4/99 Amendment to Amended and Restated
        Senior Secured Credit Agreement dated as of the 4/99 Amendment Effective
        Date among the Company, the Lenders and the Agent.

               "4/99 AMENDMENT EFFECTIVE DATE" means April 22, 1999.

               "BROKER"S PRICE OPINION" means the written opinion of a local
        real estate broker selected reasonably and in good faith by the Company
        of the probable market sale price of the Mortgaged Premises securing the
        relevant Single-family Residential Mortgage Loan.


                                       9

<PAGE>   13

               "CASH EQUIVALENTS" means and includes the following:

               (i) investments in marketable obligations maturing no later than
        one hundred eighty (180) days from the date of acquisition thereof and
        issued and fully guaranteed, directly, by the full faith and credit of
        the Government of the United States of America or any agency thereof;

               (ii) investments in certificates of deposit maturing no later
        than one hundred eighty (180) days from the date of issuance thereof and
        issued by commercial banks in the United States that are either rated by
        Moody's and have received a current rating of Prime-2 or higher on
        Moody's short term debt rating, or rated by S&P and have received a
        current rating of AA-/A+ or higher on S&P's short term debt rating;

               (iii) investments in prime commercial paper rated P-1 by Moody's
        and/or A-1 by S&P, any such prime commercial paper to mature no later
        than ninety (90) days from the date of its acquisition by the Company;

               (iv) demand or time deposits with a Qualified Bank;

               (v) obligations of any United States corporation or any state of
        the United States or of any political subdivision of any such state
        which is rated either by Moody's or S&P and receives a rating by either
        of A or higher;

               (vi) stock of any United States corporation which is traded on
        the New York Stock Exchange or the American Stock Exchange and which
        corporation's commercial paper, if any, meets the rating requirements of
        clause (ii) above or which corporation's bonds, if any, meet the rating
        requirements of clause (iii) above;

               (vii) collateralized repurchase agreements with Qualified Banks
        having a duration no longer than sixty (60) days (or any extension or
        renewal thereof for a period not exceeding the period of the original
        agreement) with respect to or secured by any of the types of securities
        specified in clause (i) above; and

               (ix) shares of any open end investment company, as defined in the
        Investment Company Act of 1940, which has assets of not less than Two
        Hundred Million Dollars ($200,000,000) and invests primarily in
        securities of the types specified in clauses (i) through (iv) above.

               "MOODY'S" means Moody's Investors Service, Inc.

               "PRIMARY RESIDENCE LOAN" means a Single-family Mortgage Loan one
        of whose mortgagors has answered "yes" to Question "l" in Section VIII
        (Declarations)

                                       10

<PAGE>   14

        of the Uniform Residential Loan Application for such Mortgage Loan ("Do
        you intend to occupy the property as your primary residence?"), is shown
        as an owner of record in the recorded deed to such property and has
        executed the promissory note and the Mortgage evidencing and securing
        that Single-family Residential Mortgage Loan and, to the best knowledge
        of the Company, currently resides in the single-family residence" or in
        one of the dwelling units of the two-, three- or four-family residence "
        that is the subject matter of such mortgage loan, as his or her
        principal and primary residence.

               "QUALIFIED BANK" means a commercial bank operating in the United
        States that is a member of the Federal Reserve System and that has (or
        is owned by a bank holding company whose subsidiary banks have, in the
        aggregate) a combined capital and unimpaired surplus and undivided
        profits of not less than Two Hundred Million Dollars ($200,000,000).

               "S&P" means Standard & Poor"s Ratings Services, a division of
        the McGraw-Hill Companies, Inc.

                           2. THE LENDERS' COMMITMENTS

        The Agent is hereby authorized to execute updating SCHEDULES LC, FS and
MAC in the forms attached to this Amendment, the parties stipulating that the
amounts set forth therein are true and correct as of the 4/99 Amendment
Effective Date.

                    5. INTEREST, PRINCIPAL AND FEES PAYMENTS

        5.6 Commitment Fee. The second sentence of SECTION 5.6 is hereby amended
in its entirety to henceforth read as follows (to reflect and confirm the
parties" existing practice):

        The Commitment fee shall be due and payable quarterly in advance on the
        Effective Date and on the fifteenth (15th) day of each July, October,
        January and April thereafter before the Termination Date.

And a new third sentence is hereby added to SECTION 5.6 reading as follows:

        In addition thereto, the Company agrees also to pay to the Agent for the
        account of the Lenders (and for the Agent to distribute to them in
        accordance with the following table), as a separate and additional part
        of the Commitment Fee, the following amounts for the Lenders' increased
        commitments as provided in the 4/99 Amendment:
<PAGE>   15
<TABLE>
<CAPTION>

                          LENDER                  4/99 FEE AMOUNT
             --------------------------------- -----------------------
<S>                                            <C>
                       Chase Texas                    $25,000
             --------------------------------- -----------------------
              Guaranty Federal Bank, F.S.B.              0
             --------------------------------- -----------------------
                  Bank One, Texas, N.A.                  0
             --------------------------------- -----------------------
                       Bank United                    $12,500
             --------------------------------- -----------------------
                  Hibernia National Bank                 0
             --------------------------------- -----------------------
                   The Bank of New York                  0
             --------------------------------- -----------------------
                     BankBoston, N.A.                    0
             --------------------------------- -----------------------
                Comerica Bank, California             $25,000
             --------------------------------- -----------------------
                     Bank of Scotland                    0
             --------------------------------- -----------------------
              National City Bank of Kentucky             0
             --------------------------------- -----------------------
                          Total                       $62,500
             --------------------------------- -----------------------
</TABLE>

                                  6. COLLATERAL

        6.1 Grant of Security Interest. Without affecting or impairing the grant
of a security interest made by the Company to the Agent in SECTION 6 of the 4/98
A&R Credit Agreement, as security for the payment of the Loan and for the
payment and performance of all of the Obligations, the Company hereby GRANTS to
the Agent, as agent and Representative of the Lenders, a first priority security
interest in all of the Company's present and future estate, right, title and
interest in and to the Collateral (although neither the Lenders nor the Agent
assumes any of the Company's or any other liability or obligation under or in
respect of any Collateral).

                            7. CONDITIONS PRECEDENT.

        SECTION 7 of the 4/98 A&R Credit Agreement is hereby amended by adding
the following new SECTION 7.4 to the end of it:

               7.4 Advances After April 22, 1999. The obligations of the Lenders
        to fund their respective Funding Shares of any Advance requested to be
        made on or after April 22, 1999 are also subject to the Company's
        fulfillment of the following conditions precedent:

                                       12
<PAGE>   16



        a.      the Agent shall have received counterparts of the 4/99 Amendment
                duly executed by all parties;

        b.      the Agent shall have received for distribution to each of Chase
                Texas, Bank United and Comerica Bank-California a new Senior
                Credit Note dated as of April 22, 1999 and duly executed by the
                Company in a face principal amount equal to such Lender's
                current Committed Sum (as such sum is set forth on the updated
                SCHEDULE LC that is dated as of April 22, 1999 and has been duly
                executed by the Agent), renewing, increasing and rearranging
                (but not extinguishing) the Senior Credit Note payable to the
                order of such Lender and dated as of April 13, 1998 (because the
                other Lenders' Committed Sums have not changed and the Swing
                Line Limit has not changed, each Senior Credit Note dated as of
                April 13, 1998 made payable to a Lender other than Chase Texas,
                Bank United and Comerica Bank-California will continue to
                evidence the Company's obligation to repay to the order of that
                note"s Lender-payee all Advances funded by that Lender and
                outstanding from time to time, plus accrued interest on that
                principal, and the Swing Line Note dated as of April 13, 1998
                will likewise continue to evidence all Swing Line Advances and
                accrued interest thereon);

        c.      the Agent shall have received a written consent to this
                Amendment and confirmation that the Guaranty remains in full
                force and effect notwithstanding this Amendment, duly executed
                by the Guarantor;

        4.      the Agent shall have received original resolutions of the
                Company's board of directors, certified on or about April 22,
                1999 by the Company's corporate secretary, authorizing the
                execution, delivery and performance by the Company of this
                Amendment and the Senior Credit Notes described in CLAUSE (B) of
                this Section;

        d.      the Agent shall have received a certificate of the Company's
                corporate secretary as to (i) the incumbency of the officers of
                the Company executing this Amendment and said Senior Credit
                Notes and (ii) the authenticity of their signatures "and
                specimens of their signatures shall be included in such
                certificate or set forth on an exhibit attached to it" (the
                Agent and the Lenders shall be entitled to rely on that
                certificate until the Company has furnished a new certificate to
                the Agent);

        e.      the Agent shall have received original resolutions of the
                Guarantor's board of directors, certified on or about April 22,
                1999 by the Guarantor's corporate secretary, authorizing the
                execution, delivery and performance by the Guarantor of the
                consent and ratification of the Guaranty described in CLAUSE (C)
                of this Section; and

                                       13
<PAGE>   17




        f.      the Agent shall have received a certificate of the Guarantor's
                corporate secretary as to (i) the incumbency of the officer(s)
                of the Guarantor executing said consent and ratification and
                (ii) the authenticity of their signatures "and specimens of
                their signatures shall be included in such certificate or set
                forth on an exhibit attached to it" (the Agent and the Lenders
                shall be entitled to rely on that certificate until the
                Guarantor has furnished a new certificate to the Agent).

                               8. REPRESENTATIONS.

        The Company hereby republishes all of its representations and warranties
made in SECTION 8 of the 4/98 A&R Credit Agreement and represents and warrants
to the Agent and the Lenders, that all of such representations and warranties
(except those that relate to a specific date) are true as of the 4/99 Amendment
Effective Date. In addition, the following new SECTION 8.16(e)(5) is hereby
added to SECTION 8.16 (Special Representations Concerning Collateral):

                (5) the Company believes that such Pledged Loan can and will be
        sold to an investor in the regular secondary mortgage loan market within
        such period of time after its origination as is normal and customary for
        Pledged Loans that have substantially the same coupon and lien priority,
        collateral type and loan-to-collateral value ratio, for a purchase price
        at least equal to the outstanding balance of such Pledged Loan on the
        date of such sale to such investor and is free of underwriting errors,
        delinquencies or other defects that would materially impair the
        Company's ability to so sell it.

                             10. NEGATIVE COVENANTS

        SECTION 10.4(c) of the 4/98 A&R Credit Agreement is hereby amended in
its entirety to henceforth read as follows:

                                       14

<PAGE>   18
               (c) Other warehouse financing Debt of to up to Four Hundred
        Million Dollars ($400,000,000) at any time outstanding provided to the
        Company by one or more nationally-recognized securities broker-dealers
        (or their Affiliates), the collateral for which is held by the Agent, as
        documents custodian and collateral agent for such lender(s) "which
        other warehouse financing Debt may be outstanding either on a committed
        basis or pursuant to agreements that the creditor will consider making
        financing available to the Company (i.e. on an uncommitted basis) in
        aggregate amounts of up to Five Hundred Million Dollars ($500,000,000),
        PROVIDED that as to any such other warehousing financing Debt incurred
        after the 4/99 Amendment Effective Date, at least Two Hundred Million
        Dollars ($200,000,000) thereof must be committed to be available for
        borrowing by the Company for a term of at least three hundred sixty-four
        (364) days and on other terms and conditions that are commercially
        reasonable (the "COMMITTED FINANCING"), and PROVIDED FURTHER that the
        Committed Financing must be in addition to Two Hundred Million Dollars
        ($200,000,000) of uncommitted warehouse financing other than that
        provided for in this Agreement which is already available to the Company
        as of March 31, 1999 (such existing other uncommitted warehouse
        financing, as it may be renewed, extended or rearranged, is herein
        called the "3/99 EXISTING WAREHOUSE DEBT"), but the 3/99 Existing
        Warehouse Debt shall be included in determining both the Four Hundred
        Million Dollars ($400,000,000) of warehousing credit first described in
        this SECTION 10.4(c) and the Five Hundred Million Dollars ($500,000,000)
        of warehousing credit next described above in this SECTION 10.4(c);

        SECTION 10.6 of the 4/98 A&R Credit Agreement is hereby amended in its
entirety to henceforth read as follows:

        10.6 The Company's Minimum Tangible Net Worth. On any day after the 4/99
        Amendment Effective Date, permit the Tangible Net Worth of the Company
        (on a consolidated basis with its Subsidiaries) to be less than the
        greater of (x) Forty Million Dollars ($40,000,000) or (y) the sum of
        Forty Million Dollars ($40,000,000) plus twenty-five percent (25%) of
        the Company's cumulative positive net income for each calendar month
        (i.e., specifically excluding any net loss for any month) from the
        Effective Date to the date of determination of Tangible Net Worth for
        purposes of this covenant; provided that if the Company shall issue any
        capital stock in addition to its stock that has been issued and is
        outstanding on the Effective Date (or increase its equity capital
        through any other means except retention of earnings), the Forty Million
        Dollar ($40,000,000) base amount specified in CLAUSES (x) and (y) above
        shall be reset upward to such amount as the Lenders shall approve in
        writing "based on the Agent's recommendation to the Lenders following
        the Agent's reasonable negotiations with the Company of the adjusted
        base amount in light of such change in the Company's equity capital "
        such adjusted base amount to be effective as of the date of issuance of
        such additional stock (or the date of such increase through other means
        in the Company's equity capital) or such later date as

                                       15


<PAGE>   19

        shall be specified in the Agent's written statement of such new amount
        and the effective date of such change, which statement the Agent agrees
        to deliver to the Company and the Lenders promptly after such new base
        amount shall have been so set following such negotiations with the
        Company and approval of such new base amount by the Lenders.

        SECTION 10 of the 4/98 A&R Credit Agreement is hereby further amended by
adding the following new SECTIONS 10.12 and 10.13 to the end of such SECTION 10:

               10.12 The Company's Liquidity. On any day, permit the sum of the
        Company's cash on hand, cash on deposit in banks and Cash Equivalents to
        be less than Five Million Dollars ($5,000,000).

               10.13 Successive Quarterly Losses. Have a net loss (determined on
        a consolidated basis with the Company's Subsidiaries and in accordance
        with GAAP) for any two (2) consecutive quarters of its fiscal year,
        regardless of whether such quarters are in the same fiscal year or in
        consecutive fiscal years.

                      13.  RELATIONSHIPS AMONG THE AGENT AND THE LENDERS.

        Each of SECTIONS 13.2(c) and 13.2(d) is hereby amended in its entirety
to henceforth read as follows:

                (c) agree to any decrease or reduction in the interest rate or
        fee provisions "excluding the Agent's Fee or the Custodian's Fees" of
        this Agreement.

                (d) increase the Aggregate Committed Sum other than as
        contemplated by the express provisions of the Facilities Papers
        (including SECTION 2.2 of the 4/98 A&R Credit Agreement) or increase the
        maximum principal amount of the Loan above the Aggregate Committed Sum

        A new CLAUSE (l) is hereby added to SECTION 13.3 as follows:

               (l)    mark any Collateral to market.

                               15. MISCELLANEOUS.

        SECTION 15.10 of the 4/98 A&R Credit Agreement, as amended by the 7/98
Amendment, is hereby reamended in its entirety to henceforth read as follows:

               15.10 Notice Pursuant to Tex. Bus. & Comm. Code "26.02. THIS
        AGREEMENT, AS AMENDED BY THE 7/98 AMENDMENT AND THE 4/99 AMENDMENT, AND
        THE OTHER FACILITIES PAPERS TOGETHER

                                       16


<PAGE>   20

        CONSTITUTE A WRITTEN LOAN AGREEMENT WHICH REPRESENTS THE FINAL AGREEMENT
        BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
        CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE
        NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

                                       17
<PAGE>   21

        EXECUTED as of the 4/99 Amendment Effective Date.

                                            LONG BEACH MORTGAGE COMPANY


                                            By:
                                               --------------------------------
                                                   James H. Leonetti
                                                   Senior Vice President and
                                                   Chief Financial Officer




                                             Unnumbered counterpart signature
                                             page for Long Beach Mortgage
                                             Company's 4/99 Amendment to A&R
                                             Credit Agreement

<PAGE>   22
                                     CHASE BANK OF TEXAS, NATIONAL ASSOCIATION,
                                     as the Agent and as a Lender



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





                                             Unnumbered counterpart signature
                                             page for Long Beach Mortgage
                                             Company's 4/99 Amendment to A&R
                                             Credit Agreement

<PAGE>   23
                                     GUARANTY FEDERAL BANK, F.S.B.,
                                     as a Lender



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





                                             Unnumbered counterpart signature
                                             page for Long Beach Mortgage
                                             Company's 4/99 Amendment to A&R
                                             Credit Agreement

<PAGE>   24
                                     BANK UNITED,
                                     as a Lender



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





                                             Unnumbered counterpart signature
                                             page for Long Beach Mortgage
                                             Company's 4/99 Amendment to A&R
                                             Credit Agreement


<PAGE>   25
                                     BANKBOSTON, N.A.
                                     as a Lender




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





                                             Unnumbered counterpart signature
                                             page for Long Beach Mortgage
                                             Company's 4/99 Amendment to A&R
                                             Credit Agreement


<PAGE>   26
                                     THE BANK OF NEW YORK,
                                     as a Lender



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





                                             Unnumbered counterpart signature
                                             page for Long Beach Mortgage
                                             Company's 4/99 Amendment to A&R
                                             Credit Agreement
<PAGE>   27

                                     BANK ONE, TEXAS, N.A.
                                     as a Lender




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





                                             Unnumbered counterpart signature
                                             page for Long Beach Mortgage
                                             Company's 4/99 Amendment to A&R
                                             Credit Agreement
<PAGE>   28


                                     COMERICA BANK-CALIFORNIA,
                                     as a Lender



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





                                             Unnumbered counterpart signature
                                             page for Long Beach Mortgage
                                             Company's 4/99 Amendment to A&R
                                             Credit Agreement

<PAGE>   29
                                    BANK OF SCOTLAND,
                                    as a Lender




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





                                             Unnumbered counterpart signature
                                             page for Long Beach Mortgage
                                             Company's 4/99 Amendment to A&R
                                             Credit Agreement


<PAGE>   30

                                     HIBERNIA NATIONAL BANK,
                                     as a Lender


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





                                             Unnumbered counterpart signature
                                             page for Long Beach Mortgage
                                             Company's 4/99 Amendment to A&R
                                             Credit Agreement


<PAGE>   31
                                     NATIONAL CITY BANK OF KENTUCKY
                                     as a Lender



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





                                             Unnumbered counterpart signature
                                             page for Long Beach Mortgage
                                             Company's 4/99 Amendment to A&R
                                             Credit Agreement


<PAGE>   32
Attached:

Schedule LC (updated April 22, 1999)     -  the Lenders' Committed Sums and
                                            Subline Funding Limits

Schedule FS (updated April 22, 1999)     -  the Lenders' Funding Share fractions

Schedule MAC (updated April 22, 1999)    -  the Maximum Aggregate Commitment


<PAGE>   33
                                   SCHEDULE LC
                    TO 4/98 A&R CREDIT AGREEMENT, AS AMENDED

                         The Lenders' Committed Sums and
                             Subline Funding Limits,
                                  (in dollars)

        (Updates of this Schedule are effective only if signed by a Vice
        President or more senior officer of Chase Bank of Texas, National
                               Association, Agent)
<TABLE>
<CAPTION>


                                  Single-family
                                    Warehouse                      Servicing      Recoveries
                                     Subline      P&I Advances     Advances        Advances
                                     Funding        Subline         Subline        Subline
     Lender       Committed Sum      Limit        Funding Limit   Funding Limit  Funding Limit
----------------- --------------- -------------- --------------- -------------- ---------------
<S>               <C>             <C>            <C>             <C>            <C>
  Chase Texas       60,000,000     60,000,000      6,000,000     3,000,000.00    3,000,000.00
----------------- --------------- -------------- --------------- -------------- ---------------
    Guaranty        45,000,000     45,000,000      4,500,000     2,250,000.00    2,250,000.00
 Federal Bank,
     F.S.B.
----------------- --------------- -------------- --------------- -------------- ---------------
  Bank United       40,000,000     40,000,000      4,000,000     2,000,000.00    2,000,000.00
----------------- --------------- -------------- --------------- -------------- ---------------
BankBoston, N.A.    30,000,000     30,000,000      3,000,000     1,500,000.00    1,500,000.00
----------------- --------------- -------------- --------------- -------------- ---------------
  The Bank of       30,000,000     30,000,000      3,000,000     1,500,000.00    1,500,000.00
    New York
----------------- --------------- -------------- --------------- -------------- ---------------
   Bank One,        25,000,000     25,000,000      2,500,000     1,250,000.00    1,250,000.00
  Texas, N.A.
----------------- --------------- -------------- --------------- -------------- ---------------
    Comerica        35,000,000     35,000,000      3,500,000     1,750,000.00    1,750,000.00
Bank-California
----------------- --------------- -------------- --------------- -------------- ---------------
Bank of Scotland    20,000,000     20,000,000      2,000,000     1,000,000.00    1,000,000.00
----------------- --------------- -------------- --------------- -------------- ---------------
    Hibernia        20,000,000     20,000,000      2,000,000     1,000,000.00    1,000,000.00
 National Bank
----------------- --------------- -------------- --------------- -------------- ---------------
</TABLE>

<PAGE>   34
<TABLE>
<CAPTION>

                                  Single-family
                                    Warehouse                      Servicing      Recoveries
                                     Subline      P&I Advances     Advances        Advances
                                     Funding        Subline         Subline        Subline
     Lender       Committed Sum      Limit        Funding Limit   Funding Limit  Funding Limit
----------------- --------------- -------------- --------------- -------------- ---------------
<S>               <C>              <C>           <C>             <C>             <C>
 National City      20,000,000     20,000,000      2,000,000     1,000,000.00    1,000,000.00
Bank, Kentucky,
      Inc.
----------------- --------------- -------------- --------------- -------------- ---------------
   Aggregate       325,000,000
 Committed Sum
----------------- --------------- -------------- --------------- -------------- ---------------

    Sublimit                       325,000,000     32,500,000     16,250,000      16,250,000
----------------- --------------- -------------- --------------- -------------- ---------------

</TABLE>



X (check if applicable) This is an update of SCHEDULE LC, effective from and
after April 22, 1999.

CHASE BANK OF TEXAS, NATIONAL ASSOCIATION,
as Agent

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

<PAGE>   35



                                   SCHEDULE FS
                           TO 4/98 A&R CREDIT AGREEMENT, AS AMENDED (Updates of
          this Schedule are effective only if signed by a Vice President or more
          senior officer of Chase Bank of Texas, National Association, Agent)
<TABLE>
<CAPTION>

---------------------- -------------- ------------- ------------- ----------------
                       Single-family      P&I        Servicing
                         Warehouse      Advances      Advances        Recoveries
                          Subline       Subline       Subline          Advances
                          Funding       Funding       Funding           Subline
                           Share         Share         Share         Funding Share
                          decimal       decimal       decimal           decimal
       Lender            fraction       fraction      fraction         fraction
---------------------- -------------- ------------- ------------- ----------------
<S>                    <C>            <C>           <C>           <C>

     Chase Texas       0.1846153846   0.1846153846  0.1846153846   0.1846153846
---------------------- -------------- ------------- ------------- ----------------
  Guaranty Federal     0.1384615385   0.1384615385  0.1384615385   0.1384615385
    Bank, F.S.B.
---------------------- -------------- ------------- ------------- ----------------
     Bank United       0.1230769231   0.1230769231  0.1230769231   0.1230769231
---------------------- -------------- ------------- ------------- ----------------
  BankBoston, N.A.     0.0923076923   0.0923076923  0.0923076923   0.0923076923
---------------------- -------------- ------------- ------------- ----------------
The Bank of New York   0.0923076923   0.0923076923  0.0923076923   0.0923076923
---------------------- -------------- ------------- ------------- ----------------
Bank One, Texas, N.A.  0.0769230769   0.0769230769  0.0769230769   0.0769230769
---------------------- -------------- ------------- ------------- ----------------
      Comerica         0.1076923077   0.1076923077  0.1076923077   0.1076923077
   Bank-California
---------------------- -------------- ------------- ------------- ----------------
  Bank of Scotland     0.0615384615   0.0615384615  0.0615384615   0.0615384615
---------------------- -------------- ------------- ------------- ----------------
  Hibernia National    0.0615384615   0.0615384615  0.0615384615   0.0615384615
        Bank
---------------------- -------------- ------------- ------------- ----------------
 National City Bank    0.0615384615   0.0615384615  0.0615384615   0.0615384615
     of Kentucky
---------------------- -------------- ------------- ------------- ----------------
       Totals          1.0000000000   1.0000000000  1.0000000000   1.0000000000
---------------------- -------------- ------------- ------------- ----------------
</TABLE>
<PAGE>   36

X (check if applicable) This is an update of SCHEDULE FS, effective from and
after April 22, 1999.

CHASE BANK OF TEXAS, NATIONAL ASSOCIATION,
as Agent

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

<PAGE>   37

                                  SCHEDULE MAC
                    TO 4/98 A&R CREDIT AGREEMENT, AS AMENDED

 (This Schedule MAC is attached to the 4/99 Amendment. Updates of this Schedule
   are effective only if signed by a Vice President or more senior officer of
                Chase Bank of Texas, National Association, Agent)

        The Maximum Aggregate Commitment from and after the following date is as
follows:
<TABLE>
<CAPTION>

===============================================================================================
     MAXIMUM                                     UPDATE CERTIFIED EFFECTIVE BY THE UNDERSIGNED
     AGGREGATE                                    OFFICER OF CHASE BANK OF TEXAS, NATIONAL
    COMMITMENT          FROM AND AFTER                      ASSOCIATION, AGENT
------------------------------------------------------------------------------------------------
<S>                 <C>                       <C>
$325,000,000        April 22, 1999, the       By:_________________________________________
                    4/99 Amendment            Name:_______________________________________
                    Effective Date            Title:______________________________________
===============================================================================================
</TABLE>