FOURTH AMENDMENT dated as of August 19, 1999
                           (this "Amendment") to the Amended and Restated Letter
                           of Credit and  Reimbursement  Agreement,  dated as of
                           August  21,   1998  (as   heretofore   amended,   the
                           "Reimbursement   Agreement"),   among  ContiFinancial
                           Corporation,  a Delaware corporation (the "Company"),
                           the Participating Banks party thereto,  Credit Suisse
                           First Boston, New York Branch, as Agent, and Dresdner
                           Bank AG, New York Branch, as Issuing Bank.

               A. Pursuant to the  Reimbursement  Agreement,  the  Participating
Banks  have  extended  credit to the  Company  on the terms and  subject  to the
conditions set forth therein.

               B. The Company has requested that the Participating  Banks extend
the  Termination  Date and amend certain other  provisions of the  Reimbursement
Agreement as set forth herein. The undersigned  Participating  Banks are willing
to amend such  provisions on the terms and subject to the  conditions  set forth
herein.

               Accordingly,  in consideration of the mutual agreements contained
herein and other good and valuable consideration, the sufficiency and receipt of
which are hereby acknowledged, the parties hereto hereby agree as follows:

               SECTION  1.  Definitions.  Each  capitalized  term  used  but not
defined  herein  shall  have the  meaning  assigned  to it in the  Reimbursement
Agreement as amended hereby. The principles of construction set forth in Section
1.03 of the Reimbursement Agreement shall apply equally to this Amendment.

               SECTION 2. Amendments to Article I.

               (a) Amendment of Section 1.01.  Section 1.01 of the Reimbursement
Agreement is hereby amended by:

               (i) inserting in the appropriate alphabetical order the following
          definitions:

                    "Act of Insolvency"  means,  with respect to the Company and
               its  Restricted  Subsidiaries,  (i)  the  filing  of a  petition,
               commencing,  or  authorizing  the  commencement  of any  case  or
               proceeding  under  any  bankruptcy,  insolvency,  reorganization,
               liquidation,   dissolution   or  similar  law   relating  to  the
               protection  of creditors of the Company or any of its  Restricted
               Subsidiaries,  or suffering any such petition or proceeding to be
               commenced by another;  provided,  however,  that any  involuntary
               proceeding  filed against the Company or a Restricted  Subsidiary
               shall not constitute an Act of Insolvency unless such petition or
               proceeding is not dismissed  within 30 days of its  commencement,
               (ii) seeking the appointment of a receiver, trustee, custodian or
               similar  official for the

<PAGE>

               Company or a Restricted Subsidiary or any substantial part of its
               property,  (iii) the appointment of a receiver,  conservator,  or
               manager  for  the  Company  or a  Restricted  Subsidiary  or  any
               substantial  part of the  property of either by any  governmental
               agency or authority  having the  jurisdiction  to do so, (iv) the
               making or offering by the Company or a Restricted Subsidiary of a
               composition with its respective creditors or a general assignment
               for the benefit of creditors, (v) the admission in writing by the
               Company or a Restricted  Subsidiary of such party's  inability to
               pay its ordinary course trade debts as they become due or mature,
               or (vi) any  Governmental  Authority  or  agency  or any  person,
               agency or entity acting or  purporting to act under  Governmental
               Authority  shall  have  taken  any  action to  condemn,  seize or
               appropriate,  or to assume  custody  or  control  of,  all or any
               substantial  part of the  property of the Company or a Restricted
               Subsidiary,  or shall  have  taken  any  action to  displace  the
               management  of such  party or to  curtail  its  authority  in the
               conduct of the business of such party.

                    "Affiliate  Transaction"  shall  have the  meaning  assigned
               thereto in Section 6.06 hereof.

                    "Average  Liquidity Test" means for any month (A) the sum of
               (i) the Company's  consolidated cash plus  unencumbered  mortgage
               loans  on the  last  Business  Day of such  month  and  (ii)  the
               Company's  consolidated cash plus unencumbered  mortgage loans on
               the first  Business Day of the  following  month,  (B) divided by
               two.

                    "Collateral"  has  the  meaning  specified  in the  Security
               Agreement.

                    "Consolidated  Restricted  Subsidiary"  means  a  Restricted
               Subsidiary  (i) 80% of the  Capital  Stock and 80% of the  Voting
               Stock  of  which  is  owned  by  the   Company  or  one  or  more
               Consolidated Restricted Subsidiaries and (ii) which is treated as
               a  consolidated  subsidiary for the purpose of the Company's U.S.
               Federal income tax reporting.

                    "Contractual   Obligation"  means  as  to  any  Person,  any
               provision of any  agreement,  instrument or other  undertaking to
               which  such  Person  is a  party  or by  which  it or  any of its
               property is bound or any provision of any security issued by such
               Person.

                    "Excluded Subsidiary" means each of Royal Mortgage Partners,
               L.P., Resource One Consumer Discount Company,  Inc., Resource One
               Mortgage of Oxford Valley, Inc., Resource One of Delaware Valley,
               Inc.,  Resource  Corporation  Financial  Inc.,  Crystal  Mortgage
               Company,  Inc.,  Lenders M.D., Inc.,  Keystone  Mortgage Partners
               LLC, Keystone Mortgage Partners, Inc., Keystone Mortgage Funding,
               Inc.,  Keystone


                                       2
<PAGE>

               Mortgage  Investments,  Inc.,  Keystone  Capital Group,  Inc. and
               California Lending Group.

                    "Fourth Amendment Date" means August 19, 1999.

                    "Greenwich" means Greenwich Capital Financial Products, Inc.

                    "Indentures"  means the  Indenture,  dated as of August  15,
               1996,  between  the  Company  and The Chase  Manhattan  Bank,  as
               Trustee,  the Indenture,  dated as of March 1, 1997,  between the
               Company  and  The  Chase  Manhattan  Bank,  as  Trustee,  and the
               Indenture, dated as of March 4, 1998, between the Company and The
               Bank of New York,  as  Trustee,  pursuant to the terms of each of
               which the Company has issued Senior Notes.

                    "Material  Adverse  Effect" means a material  adverse effect
               upon (i) the  business  operations,  properties  or assets of the
               Company and its Subsidiaries,  taken as a whole, (ii) the ability
               of the Company to perform its  obligations,  or of the Agent, the
               Issuing Bank or the  Participating  Banks to enforce any of their
               respective  rights or  remedies,  under this  Agreement or any of
               documents to be executed and/or  delivered  hereunder,  (iii) the
               validity or  enforceability  of any of the Security  Documents or
               (iv)  the  Collateral  taken as a whole  (provided  that any fair
               value  adjustments  to Excess Spread  Receivables  as required by
               GAAP shall not be deemed a  "Material  Adverse  Effect"),  in the
               case of clauses (i),  (ii),  (iii) and (iv) above (A) taking into
               consideration  the  financial  condition  of the  Company and its
               Subsidiaries  as of the date of this  Agreement  and (B)  without
               taking  into  consideration  any  further  deterioration  of  the
               financial condition of the Company and its Subsidiaries after the
               date of this Agreement.

                    "Permitted   Holders"  means  lineal  descendants  of  Jules
               Fribourg,  including any individual  legally adopted;  spouses of
               such descendants;  trusts,  the beneficiaries of which are any of
               the foregoing;  partnerships,  corporations, or other entities in
               which any of the foregoing  (individually or collectively)  has a
               controlling interest; and charitable organizations established by
               any of the foregoing.

                    "Requirement of Law" means as to any Person, the certificate
               of incorporation and by-laws or other organizational or governing
               documents of such Person, and any law, treaty, rule or regulation
               or   determination   of  an   arbitrator  or  a  court  or  other
               Governmental  Authority,  in each case  applicable  to or binding
               upon such  Person or any of its  Property or to which such Person
               or any of its property is subject.


                                       3
<PAGE>

                    "Responsible  Officer"  means,  as to any Person,  the chief
               executive officer, vice president and treasurer,  or with respect
               to financial matters, the chief financial officer or treasurer of
               such  Person;  provided,  however,  that in the  event  any  such
               officer is  unavailable at any time he or she is required to take
               any action hereunder,  Responsible Officer shall mean any officer
               authorized to act on such officer's behalf as demonstrated to the
               Buyer to its reasonable satisfaction.

                    "Restricted Payment" means (i) the declaration or payment of
               any dividends or any other  distributions  of any sort in respect
               of its Capital Stock or similar payment to the direct or indirect
               holders  of its  Capital  Stock  (other  than  (A)  dividends  or
               distributions  payable  solely in its Capital  Stock  (other than
               Disqualified  Stock),  (B)  dividends  or  distributions  payable
               solely to the Company or a Subsidiary  and (C) pro rata dividends
               or other  distributions  made by an  Unrestricted  Subsidiary  to
               minority shareholders (or owners of an equivalent interest in the
               case  of  a   Subsidiary   that  is  an  entity   other   than  a
               corporation)), (ii) the purchase, redemption or other acquisition
               or retirement  for value of any Capital Stock of the Company held
               by any Person or of any Capital Stock of a Subsidiary held by any
               Affiliate of the Company (other than a Subsidiary), including the
               exercise of any option to exchange any Capital  Stock (other than
               into  Capital  Stock  of the  Company  that  is not  Disqualified
               Stock), (iii) the purchase, repurchase, redemption, defeasance or
               other  acquisition  or retirement  for value,  prior to scheduled
               maturity,  scheduled  repayment or scheduled sinking fund payment
               of  any  Subordinated   Obligations  (other  than  the  purchase,
               repurchase or other acquisition of such Subordinated  Obligations
               purchased   in   anticipation   of   satisfying  a  sinking  fund
               obligation, principal installment or final maturity, in each case
               due within one year of the date of acquisition).

                    "Secured  Parties" has the meaning given to such term in the
               Security Agreement.

                    "Security   Agreement"   means  the  Pledge   and   Security
               Agreement,  dated as of the Fourth Amendment Date, by the Company
               in favor of Credit  Suisse  First  Boston,  New York  Branch,  as
               Collateral Agent.

                    "Security  Documents"  means the Security  Agreement and all
               other documents executed and delivered in connection therewith.

                    "Senior  Indebtedness"  means (i) Indebtedness of any Person
               and (ii) accrued and unpaid interest (including interest accruing
               on or after  the  filing of any  petition  in  bankruptcy  or for
               reorganization  relating to the Company to the extent post-filing
               interest  is  allowed  in  such  proceeding)  in  respect  of (A)
               indebtedness   of  such  Person  for  money   borrowed   and  (B)
               indebtedness  evidenced  by  notes,  debentures,  bonds  or other
               similar


                                       4
<PAGE>

               instruments  for the payment of which such Person is  responsible
               or liable  unless,  in the case of either  clause (i) or (ii), in
               the  instrument  creating or  evidencing  the same or pursuant to
               which  the  same  is  outstanding,   it  is  provided  that  such
               obligations  are subordinate in right of payment to the Company's
               obligations   hereunder;    provided,    however,   that   Senior
               Indebtedness  shall not include (1) any obligation of such Person
               to any Subsidiary of such Person,  (2) any liability for Federal,
               state,  local or other taxes owed or owing by such  Persons,  (3)
               any  accounts  payable  or other  liability  to  trade  creditors
               arising in the ordinary course of business (including  guarantees
               thereof or  instruments  evidencing  such  liabilities),  (4) any
               obligation in respect of Capital Stock of such Person or (5) that
               portion of any  Indebtedness  which at the time of  Incurrence is
               Incurred in violation of this Agreement.

                    "Senior Notes" means any and all notes issued by the Company
               under the terms of the Indentures.

                    "Subordinated  Obligation"  means  any  Indebtedness  of the
               Company  (whether  outstanding  on the date hereof or  thereafter
               incurred)  which is  subordinate or junior in right of payment to
               the obligations of the Company under this Agreement pursuant to a
               written agreement to that effect.

                    "Temporary Cash Investments" means any of the following: (i)
               any  investment  in direct  obligations  of the United  States of
               America or any agency  thereof or  obligations  guaranteed by the
               United States of America or any agency thereof,  (ii) investments
               in time  deposit  accounts,  certificates  of  deposit  and money
               market  deposits   maturing  within  180  days  of  the  date  of
               acquisition thereof issued by a bank or trust company that is not
               an Affiliate of the Company and which is organized under the laws
               of the United States of America, any state thereof or any foreign
               country  recognized by the United States, and which bank or trust
               company has capital, surplus and undivided profits aggregating in
               excess  of  $50,000,000  (or  the  foreign  currency   equivalent
               thereof)  and has  outstanding  debt  which is rated "A" (or such
               similar  equivalent  rating) or higher by at least one nationally
               recognized  statistical  rating  organization (as defined in Rule
               436 under the Securities Act) or any money-market  fund sponsored
               by a registered broker dealer or mutual fund  distributor,  (iii)
               repurchase  obligations  with a term of not more than 30 days for
               underlying  securities of the types described in clause (i) above
               entered into with a bank meeting the qualifications  described in
               clause (ii) above, (iv) investments in commercial paper, maturing
               not more than 90 days after the date of acquisition,  issued by a
               corporation  (other than an Affiliate  of the Company)  organized
               and in existence  under the laws of the United  States of America
               or any foreign country recognized by the United States of America
               with a rating at the time as of which any  investment  therein is


                                       5
<PAGE>

               made of "P-1" (or higher) according to Moody's Investors Service,
               Inc.  or "A-1" (or  higher)  according  to  Standard  and  Poor's
               Ratings Group,  and (v) investments in securities with maturities
               of six  months  or less  from the date of  acquisition  issued or
               fully  guaranteed by any state,  commonwealth or territory of the
               United  States of America,  or by any  political  subdivision  or
               taxing  authority  thereof,  and rated at least "A" by Standard &
               Poor's Ratings Group or "A" by Moody's Investors Service, Inc.

               (ii)  Deleting  the  definition  of  "Asset  Disposition"  in its
          entirety and replacing it with the following:

                    "Asset Disposition" means any sale, lease, transfer or other
               disposition  (or series of related  sales,  leases,  transfers or
               dispositions)  by  the  Company  or  any  Restricted  Subsidiary,
               including any disposition by means of a merger,  consolidation or
               similar  transaction  (each  referred to for the purposes of this
               definition  as a  "disposition"),  of (i) any  shares of  Capital
               Stock  of  a  Restricted   Subsidiary   (other  than   directors'
               qualifying shares or shares required by applicable law to be held
               by a Person other than the Company or a  Restricted  Subsidiary),
               (ii) all or substantially  all the assets of any division or line
               of business of the Company or any  Restricted  Subsidiary,  (iii)
               any other  assets of the  Company  or any  Restricted  Subsidiary
               outside of the ordinary course of business of the Company or such
               Restricted  Subsidiary,   (iv)  any  Investment  in  a  Strategic
               Alliance Client or (v) any Excess Spread Receivables (other than,
               in the  case of (i),  (ii),  (iii),  (iv)  and (v)  above,  (x) a
               disposition  by a Restricted  Subsidiary to the Company or by the
               Company or a Restricted  Subsidiary to a Consolidated  Restricted
               Subsidiary,  (y)  a  disposition  that  constitutes  a  permitted
               Restricted  Payment  or (z) a  disposition  of assets  (including
               related assets) for an aggregate consideration of $1.0 million or
               less).

               (iii)  Deleting  the  definition  of "Change of  Control"  in its
          entirety and replacing it with the following:

                    "Change  in  Control"  means  the  occurrence  of any of the
               following events:

                    (i) Any "person" (as such term is used in Section  13(d) and
               14(d) of the Exchange Act), other than any Permitted  Holder,  is
               or becomes the "beneficial  owner" (as defined in Rules 13d-3 and
               13d-5 under the  Exchange  Act,  except that such person shall be
               deemed to have "beneficial ownership" of all shares that any such
               person  has  the  right  to  acquire,   whether   such  right  is
               exercisable  immediately  or only  after  the  passage  of time),
               directly  or  indirectly,  of more than 35% of the  total  voting
               power of the Voting Stock of such Person; provided, however, that
               the Permitted Holders  beneficially own (as defined in Rule 13d-3
               and Rule 13d-5 under the Exchange  Act),  directly or indirectly,
               in the aggregate a


                                       6
<PAGE>

               lesser  percentage  of the total voting power of the Voting Stock
               of the  Company  or any  Restricted  Subsidiary  than such  other
               person  and do not have the right or  ability  by  voting  power,
               contract  or  otherwise  to elect or  designate  for  election  a
               majority  of the Board of  Directors  (for the  purposes  of this
               clause (i), such other person shall be deemed to beneficially own
               any Voting Stock of a corporation held by another  corporation (a
               "parent  corporation"),  if such other  person is the  beneficial
               owner (as defined above for such person), directly or indirectly,
               of more than 35% of the voting  power of the Voting Stock of such
               parent corporation and the Permitted Holders beneficially own (as
               defined above for the Permitted Holders), directly or indirectly,
               in the  aggregate a lesser  percentage of the voting power of the
               Voting Stock of such parent corporation and do not have the right
               or ability by voting  power,  contract or  otherwise  to elect or
               designate  for  election a majority of the board of  directors of
               such parent corporation);

                    (ii) during any period of two consecutive years, individuals
               who at the  beginning  of such  period  constituted  the Board of
               Directors (together with any new directors whose election by such
               Board  of  Directors  or whose  nomination  for  election  by the
               shareholders  of the  Company or any  Restricted  Subsidiary  was
               approved by a vote of 66-2/3% of the  directors of the Company or
               any  Restricted  Subsidiary  then still in office who were either
               directors at the  beginning  of such period or whose  election or
               nomination for election was previously so approved) cease for any
               reason to constitute a majority of the Board of Directors then in
               office; or

                    (iii) the  merger or  consolidation  of the  Company  or any
               Restricted  Subsidiary  with or into another Person or the merger
               of another  Person  with or into the  Company  or any  Restricted
               Subsidiary,  as the case may be, or the  liquidation,  wind-up or
               dissolution of the Company or any Restricted  Subsidiary,  as the
               case may be, or the sale of all or  substantially  all the assets
               of the Company or any Restricted Subsidiary,  as the case may be,
               to another  Person (other than a Person that is controlled by the
               Permitted  Holders),  and,  in the  case of any  such  merger  or
               consolidation,  the  securities of the Company or any  Restricted
               Subsidiary,  as the case may be, that are outstanding immediately
               prior  to  such  transaction  and  which  represent  100%  of the
               aggregate  voting power of the Voting Stock of the Company or any
               Restricted  Subsidiary,  as the case may be, are changed  into or
               exchanged for cash,  securities or property,  unless  pursuant to
               such  transaction  such  securities are changed into or exchanged
               for, in addition to any other  consideration,  securities  of the
               surviving  corporation  that  represent  immediately  after  such
               transaction, at least a majority of the aggregate voting power of
               the Voting Stock of the surviving corporation; provided, however,
               that the sale by the  Company  or its  Subsidiaries  from


                                       7
<PAGE>

               time to time  solely of  receivables  to a trust for the  purpose
               solely  of  effecting  one or more  securitizations  shall not be
               treated  hereunder  as a sale  of all or  substantially  all  the
               assets of the Company.

               Notwithstanding  anything  contained  in  this  Agreement  to the
          contrary, a Change of Control accompanied by an equity infusion in the
          Company of not less than $100,000,000 shall not constitute an Event of
          Default under this Agreement for 60 days after the date of such equity
          infusion,  unless an  additional  Change of Control shall occur during
          such 60-day period.

               (iv) Deleting the  definition  of "Interest  Payment Date" in its
          entirety and replacing it with the following:

                    "Interest  Payment Date" means with respect to any Loan, the
               third Business Day of each month.

               (v)  Deleting  the  words  "one,  two  or  three  months"  in the
          definition of "Interest Period" and replacing them with the words "one
          month."

               (vi)  Deleting  the  definition  of "Net  Available  Cash" in its
          entirety and replacing it with the following:

                    "Net Available  Cash" from an Asset  Disposition  means cash
               payments received therefrom (including any cash payments received
               by way of  deferred  payment of  principal  pursuant to a note or
               installment  receivable  or  otherwise,  but  only  as  and  when
               received,  but excluding any other consideration  received in the
               form of  assumption by the acquiring  Person of  Indebtedness  or
               other  obligations  relating  to such  properties  or  assets  or
               received in any other  noncash  form) in each case net of (i) all
               legal,  title and recording tax expenses,  commissions  and other
               fees and expenses incurred, and all Federal,  state,  provincial,
               foreign  and local  taxes  required  to be accrued as a liability
               under GAAP, as a consequence of such Asset Disposition,  (ii) all
               payments made on any Indebtedness  which is secured by any assets
               subject to such Asset  Disposition,  in accordance with the terms
               of any Lien  upon or other  security  agreement  of any kind with
               respect to such assets,  or which must by its terms,  or in order
               to obtain a necessary  consent to such Asset  Disposition,  or by
               applicable  law be,  repaid out of the  proceeds  from such Asset
               Disposition,  (iii) all distributions and other payments required
               to be made to minority  interest holders in Subsidiaries or joint
               ventures  as a  result  of such  Asset  Disposition  and (iv) the
               deduction  of  appropriate  amounts  provided by the Company as a
               reserve,   in  accordance  with  GAAP,  against  any  liabilities
               associated  with the  property or other  assets  disposed in such
               Asset  Disposition  and retained by the Company or any Restricted
               Subsidiary after such Asset Disposition.


                                       8
<PAGE>

               (vii)  deleting  the  definition  of  "Termination  Date"  in its
          entirety and replacing it with the following:

                    "Termination Date" means March 31, 2000, as such date may be
               extended from time to time pursuant to Section 2.11.

               SECTION 3. Amendments to Article II.

               (a) Section  2.04(a) is hereby  amended by deleting the words "(a
"Loan")"  at the end of the first  sentence  and  adding the words ", and on the
Fourth Amendment Date, amounts  outstanding under Section 2.03 of this Agreement
shall be  deemed  converted  by the  Company  into a term loan  (each  such loan
pursuant to this Section 2.04(a), a "Loan")" at the end of the first sentence.

               (b) The second and third  sentences of Section 2.04(b) are hereby
deleted in their entirety.

               (c) Section  2.04(c) is hereby  amended by (i) deleting the words
from "The Company shall pay interest on the unpaid  principal  amounts"  through
"(ii) Eurodollar Loans;" and (ii) deleting clause (B) in the proviso thereto and
lettering clause (C) so that it is clause (B).

               (d) Section 2.04(c)(ii) is hereby amended by adding the following
proviso at the end of such clause: "; provided,  however, that the Company shall
not be required to pay any such accrued  interest on any  Interest  Payment Date
when the Average  Liquidity  Test for the prior month is less than  $40,000,000;
any such  unpaid  interest  shall be due and  payable  on the  Termination  Date
(provided further that no interest shall accrue on any such deferred interest).

               (e) Section 2.04(d) and (e) are hereby deleted in their entirety.

               SECTION  4.  Amendments  to  Article  III.  Article  III  of  the
Reimbursement  Agreement is hereby  amended to delete the words  "September  30,
1996" in clause (ii) of Section  3.04(a) and  replacing it with the words "March
31,  1999" and to add the words  "and  subject to any  qualifications  contained
therein" at the end of Section  3.04(a).  Section 3.04(b) is amended by deleting
it in its entirety and replacing it with the following clause:  "(b) Since March
31,  1999,  there has been no  Material  Adverse  Effect,  except  as  otherwise
disclosed to the Participating Banks."

               SECTION  5.   Amendments   to   Article  V.   Article  V  of  the
Reimbursement Agreement is hereby amended by:

               (a) Deleting the following words in the  parenthetical in Section
5.01(a)(i):  "without a "going concern" or like qualification or exception and";
and adding the following at the end of the Section 5.01:


                                       9
<PAGE>

                    "(i) the following additional financial  information (A) the
                    Company's  consolidated cash flow information for each month
                    within 15  Business  Days after the end of such  month;  (B)
                    rolling three month financial projections for the Company at
                    the  beginning  of each month  starting  on December 1, 1999
                    through the Termination  Date; (C) the Company's actual cash
                    position  as of the  preceding  Business  Day  on the  first
                    Business  Day of each  week;  (D)  quarterly  Excess  Spread
                    Receivables  valuations when quarterly financial  statements
                    are  provided   pursuant  to  Section  5.01(a)  or  (b),  as
                    applicable; (E) monthly static pool performance summaries on
                    a  pool-by-pool  basis with  respect to each  Excess  Spread
                    Receivable  comprising the  Collateral  within five Business
                    Days of receipt  thereof by the Company and (F) monthly deal
                    trigger  report  (including,  without  limitation,  loss and
                    delinquency triggers) on or before the 25th day of the month
                    or the next Business Day thereafter.

                    (j) on the second  Business Day of each month, a certificate
                    of a Financial  Officer  setting forth  reasonably  detailed
                    calculations  of the  Average  Liquidity  Test for the prior
                    month."

               (b)  Deleting  the  number  "(i)"  in  Section  5.01(a)  and also
deleting the  following  words in such  Section:  ", and (ii) a letter from such
independent public accountants  certifying that during the course of their audit
nothing came to their  attention  that would  indicate that the  Borrowing  Base
Certificate,  if any, relating to the last day of such fiscal year is inaccurate
in any material respect."

               (c) Deleting  Section  5.01(g) in its  entirety and  replacing it
with the words "(g) [Reserved]."

               SECTION  6.   Amendments  to  Article  VI.   Article  VI  of  the
Reimbursement  Agreement is hereby amended by deleting Section 6.01 and Sections
6.03  through  6.13  thereof in their  entirety  and  substituting  therefor the
following:

               SECTION 6.01.  Restricted  Payments.  Neither the Company nor any
          Restricted Subsidiary shall make any Restricted Payment.

               SECTION 6.03. Collateral.  Neither the Company nor any Restricted
          Subsidiary  shall take any action which would  directly or  indirectly
          impair or adversely  affect (i) the Agent's lien on any  Collateral or
          (ii) the value of such Collateral  except,  in the case of this clause
          (ii),  (x) any action solely  relating to,  resulting  solely from, or
          arising  solely out of the  financial  condition of the Company or (y)
          any action taken in the ordinary course of business.


                                       10
<PAGE>

               SECTION 6.04.  Material  Adverse Effect.  Neither the Company nor
          any Restricted Subsidiary shall take any action which could reasonably
          be expected to have a Material Adverse Effect.

               SECTION 6.05.  Business  Activities.  Neither the Company nor any
          Restricted  Subsidiary shall engage, to any substantial extent, in any
          line or lines of  business  activity  other  than the  businesses  now
          generally  carried out by it, or cease or take any action to cease (or
          permit  any  Subsidiary  which is not an  Excluded  Subsidiary  of the
          Company to cease) to be in the business of originating mortgage loans.

               SECTION 6.06. Affiliate  Transactions.  (A) The Company shall not
          permit any of its  Subsidiaries to sell,  lease or otherwise  transfer
          any property or assets to, or purchase, lease or otherwise acquire any
          property or assets from, or otherwise engage in any other transactions
          with, any of its Affiliates  (an "Affiliate  Transaction")  unless the
          terms  thereof  (i)  are no  less  favorable  to the  Company  or such
          Subsidiary  than  those  that  could be  obtained  at the time of such
          transaction in arm's-length  dealings with a Person who is not such an
          Affiliate,  (ii) if such Affiliate  Transaction  involves an amount in
          excess  of  $2,000,000  (or  the  equivalent  amount  in  any  foreign
          currency),  (x) are set forth in writing and (y) have been approved by
          a majority of the members of the Board of Directors having no personal
          stake  in such  Affiliate  Transaction  and  (iii)  if such  Affiliate
          Transaction  involves  an  amount in  excess  of  $10,000,000  (or the
          equivalent amount in any foreign currency),  have been determined by a
          nationally  recognized  investment  banking  firm  to be  fair  from a
          financial standpoint, to the Company and its Subsidiaries.

               (B) Without  limiting the generality of any other  provisions set
          forth in this Agreement,  the provisions of Section  6.06(A)(i)  shall
          not  prohibit  (i) any  Permitted  Investment,  (ii) any  issuance  of
          securities, or other payments, awards or grants in cash, securities or
          otherwise  pursuant  to, or the funding of,  employment  arrangements,
          stock  options  and stock  ownership  plans  approved  by the Board of
          Directors,  (iii)  the grant of stock  options  or  similar  rights to
          employees and directors of the Company  pursuant to plans  approved by
          the Board of  Directors,  (iv) loans or advances to  employees  in the
          ordinary  course of business in accordance  with the past practices of
          the  Company  or its  Subsidiaries,  but in any  event  not to  exceed
          $1,000,000  (or the  equivalent  amount in any  foreign  currency)  in
          aggregate  principal amount outstanding at any one time; provided that
          the  $2,882,488 of employee  loans  existing as of June 30, 1999 shall
          not be included in calculating such $1,000,000  limit, (v) the payment
          of  reasonable  fees to directors of the Company and its  Subsidiaries
          who are not  employees  of the Company or its  Subsidiaries,  (vi) any
          Affiliate Transactions between the Company and a Subsidiary or between
          consolidated Subsidiaries (in each case other than any Subsidiary that
          is an  "affiliate"  (as such term is defined in the Exchange  Act)) of
          any  Affiliate  (other than any  Subsidiary)  of the Company and (vii)
          transactions  pursuant to any agreement as in existence as of the date
          hereof


                                       11
<PAGE>

          between the Company or its Subsidiaries and Continental Grain Company,
          a Delaware  corporation,  or one of its Subsidiaries or any extensions
          or renewals thereof.

               SECTION  6.07.  Investment  Company.  Neither the Company nor any
          Restricted  Subsidiary  shall  become  an  "investment  company"  or a
          company  "controlled" by an "investment company" within the meaning of
          the Investment Company Act, as amended.

               SECTION  6.08.  Average  Liquidity  Test.  The Company  shall not
          permit  the  Average  Liquidity  Test for any  month  to be less  than
          $20,000,000.

               SECTION  6.09.  Asset  Dispositions.  The Company  shall not, and
          shall not permit any Restricted Subsidiary to, directly or indirectly,
          consummate  any  Asset  Disposition  unless  (i) the  Company  or such
          Restricted Subsidiary receives consideration at the time of such Asset
          Disposition  at least equal to the fair market value  (including as to
          the value of all non-cash consideration),  as determined in good faith
          by the Board of  Directors  of the  Company,  of the shares and assets
          subject   to  such  Asset   Disposition   and  at  least  85%  of  the
          consideration  thereof  received  by the  Company  or such  Restricted
          Subsidiary  is in the  form of cash or cash  equivalents  and  (ii) an
          amount  equal  to 100% of the  Net  Available  Cash  from  such  Asset
          Disposition is applied by the Company (or such Restricted  Subsidiary,
          as the case may be) either (x) for working capital  purposes or (y) to
          prepay,  repay,  redeem  or  purchase,  on  a  ratable  basis,  Senior
          Indebtedness  of the  Company  or  any  Indebtedness  of a  Restricted
          Subsidiary, as the case may be (other than in either case Indebtedness
          owed to the Company or an Affiliate of the Company), provided that the
          Company may prepay,  repay, redeem or purchase any Senior Indebtedness
          owed to the Company's  warehouse lenders without such ratable payments
          to the holders of any other Senior Indebtedness, in either case within
          180 days from the later of the date of such Asset  Disposition  or the
          receipt  of  such  Net  Available  Cash;  provided,  however,  that in
          connection with any prepayment,  repayment or purchase of Indebtedness
          pursuant to this Section,  the Company or such  Restricted  Subsidiary
          shall  retire  such  Indebtedness  and shall  cause the  related  loan
          commitment  (if any) to be  permanently  reduced in an amount equal to
          the principal amount so prepaid, repaid or purchased, and (iii) at the
          time of such Asset  Disposition  no Default shall have occurred and be
          continuing (or would result therefrom).  Notwithstanding the foregoing
          provisions  of this  Section  6.09,  the  Company  and the  Restricted
          Subsidiaries  shall not be required to apply any Net Available Cash in
          accordance  with this Section  except to the extent that the aggregate
          Net Available Cash from all Asset  Dispositions  which are not applied
          in  accordance  with this  paragraph  exceeds $10  million;  provided,
          however,  pending  application  of Net Available Cash pursuant to this
          Section 6.09,  such Net Available  Cash shall be invested in Temporary
          Cash Investments.


                                       12
<PAGE>

               For the purposes of this Section  6.09,  the following are deemed
          to be cash or cash equivalents:  (x) the assumption of Indebtedness of
          the  Company  or any  Restricted  Subsidiary,  and the  release of the
          Company and its continuing Restricted  Subsidiaries from all liability
          on such  Indebtedness,  in connection with such Asset  Disposition and
          (y) securities  received by the Company or any  Restricted  Subsidiary
          from the transferee that are promptly converted by the Company or such
          Restricted Subsidiary into cash.

               SECTION 6.10. Senior Note Payments. The Company shall timely make
          all  required  payments to holders of its Senior Notes that are due in
          each of September and October 1999.

               SECTION 7.  Amendments  to Article  VII.  (a)  Article VII of the
Reimbursement  Agreement is hereby  amended by deleting  clauses (f) through (n)
thereof in their entirety and substituting therefor the following:

               "(f) an Act of Insolvency occurs with respect to the Company;

               (g) any governmental,  regulatory,  or self-regulatory  authority
     takes any action to remove,  limit,  restrict,  suspend  or  terminate  the
     rights,  privileges,  or operations of the Company or any of its Restricted
     Subsidiaries which in any case has a Material Adverse Effect;

               (h) any  Change of  Control of the  Company  shall have  occurred
     without the prior consent of the Required  Banks which consent shall not be
     unreasonably withheld;

               (i) the Required  Banks,  in their good faith  judgment,  believe
     that there has been a Material Adverse Effect;

               (j) the  occurrence  and  continuance  of a  material  "event  of
     default"  or of an "event of  termination"  on the part of the  Company (x)
     under any  agreement  between the Company (or an Affiliate  thereof) on the
     one hand, and Greenwich (or an Affiliate  thereof) on the other hand, which
     has not been waived by Greenwich (or its Affiliate) or (y) under any of the
     Indentures;

               (k) there ceases to be a valid, first priority perfected security
     interest in the Collateral (as defined in the Security Agreement)."

               (b) Article VII of the Reimbursement  Agreement is hereby amended
by deleting  the words "and in the case of any event with respect to the Company
described in clause (h) or (i)" in the  provision  following  paragraph  (n) and
inserting the words "and in the case of any event with respect to the Company in
clause (f)."

               SECTION 8.  Amendments  to Article VIII.  The first  paragraph of
Article VIII of the Reimbursement  Agreement is hereby amended so that the words
"and as


                                       13
<PAGE>

Collateral Agent (as defined in the Security  Agreement)" are inserted after the
word "agent" in the third  sentence of such paragraph and so that the words "and
of the  Security  Agreement"  are  added  after the word  "hereof"  in the fifth
sentence of such paragraph.

               SECTION  9.   Amendments  to  Article  IX.   Article  IX  of  the
Reimbursement Agreement is hereby amended by (a) deleting the words "each of the
Borrower  and" from  clauses (i) and (ii) of the proviso to Section  9.04(b) and
adding the following  proviso at the end of clause (i) in such Section  9.04(b):
";  provided  that  the  Borrower   receives   prior  written   notice  of  such
assignment."; and (b) adding the following Section 9.13 to the end thereof:

               "SECTION  9.13.  Collateral  Proceeds.  Each  Participating  Bank
          agrees  that if it  receives  greater  than its pro rata  share of the
          proceeds of Collateral  (as defined in the Security  Agreement),  such
          Participating Bank shall return such excess proceeds to the Collateral
          Agent (as defined in the Security Agreement) for redistribution  among
          the Secured  Parties so that each Secured Party  receives  proceeds of
          Collateral  equal to the same percentage of the total  Obligations (as
          defined in the Security  Agreement)  owed to it. This Section 9.13 may
          not be amended  without  the  written  consent  of all of the  Secured
          Parties."

               SECTION  10.   Representations   and   Warranties.   The  Company
represents and warrants to the Agent and each Participating Bank that:

               (a)  The   representations   and  warranties  set  forth  in  the
          Reimbursement  Agreement  and the  Security  Documents  are  true  and
          correct in all material  respects as of and with the same effect as if
          made on the date hereof (except to the extent such representations and
          warranties expressly relate to an earlier date) after giving effect to
          this Amendment, and with all references in such representations to (i)
          the "Transactions" being deemed to include the execution, delivery and
          performance by the Company of this Amendment and (ii) "this Agreement"
          being deemed to include this Amendment.

               (b)  (i)  The  Company's  identification  and  description  is  a
          complete listing of all Eligible Excess Spread  Receivable pools as of
          June  30,  1999  and (ii)  subject  to  retention  by the  Company  of
          reasonable  reserves,  the Company cannot grant a security interest in
          favor  of  the  Agent  and  the  Participating   Banks  in  more  than
          $147,004,342  in book value of the  Company's  Eligible  Excess Spread
          Receivables  pursuant  to the  terms of the  Indentures  without  also
          granting a ratable Lien to the holders of Senior Notes.

               (c) The Company has made a full and  complete  assessment  of all
          issues  which  may be  related  to the  occurrence  of the year  2000,
          including all issues related to its computer program and software (the
          "Year 2000 Issues"),  and has a realistic and  achievable  program for
          remediating  the Year 2000  Issues on a timely  basis  (the "Year 2000
          Program").  Based on such assessment and on the


                                       14
<PAGE>

          Year 2000 Program,  the Company does not  reasonably  anticipate  that
          Year 2000 Issues will have a Material Adverse Effect.

               (d) After  giving  effect to this  Amendment,  the  Company is in
          compliance in all material  respects with all the terms and provisions
          contained in the  Reimbursement  Agreement  required to be observed or
          performed by it.

               (e)  After  giving  effect  to this  Amendment,  no  Default  has
          occurred and is continuing to the best of the Company's knowledge.

The foregoing  representations  and  warranties  shall survive the execution and
delivery of this Amendment.

               SECTION 11. Effectiveness.  This Amendment shall become effective
on the date (the  "Amendment  Effective  Date") on which  each of the  following
conditions is met:

               (a) the Agent shall have received  counterparts of this Amendment
          that, when taken together,  bear the signatures of the Company and the
          Participating Banks;

               (b) the Agent  shall have  received  an opinion of the  Company's
          in-house  counsel  and Dewey  Ballantine  LLP,  in form and  substance
          satisfactory  to the  Agent and the  Issuing  Bank and  covering  such
          matters relating to this Amendment and the Security Documents,  as the
          Agent shall reasonably request;

               (c) the Agent shall have received such documents and certificates
          as the Agent or its counsel  may  reasonably  request  relating to the
          organization,  existence  and  good  standing  of the  Company  or the
          authorization  of this Amendment and Security  Documents and any other
          legal  matters  relating  to the  Company  or  this  Amendment  or the
          Security Documents,  all in form and substance reasonably satisfactory
          to the Agent and its counsel; and

               (d) an amendment to the Credit  Agreement,  substantially  in the
          form of this Amendment,  shall have been executed and delivered by the
          Company and of all the "Lenders" (as defined in the Credit Agreement),
          and the amendments  set forth therein shall have become  effective (or
          shall become  effective  concurrently  with the  effectiveness  of the
          amendments set forth herein).

               (e)  the  Collateral  Agent  shall  have  received  the  Security
          Agreement, dated as of the date hereof, duly executed by an authorized
          officer of the Company,  together with certificates  evidencing all of
          the  Collateral,  which  certificates  shall be accompanied by undated
          certificate powers duly executed in blank.


                                       15
<PAGE>

               The Agent shall promptly notify the Company and the Participating
Banks of the Amendment  Effective  Date, and such notice shall be conclusive and
binding on all parties hereto.

               SECTION 12. Fees and  Expenses.  Without  limiting the  Company's
obligations  under  Section  9.03 of the  Reimbursement  Agreement,  the Company
agrees to pay all reasonable  out-of-pocket  expenses incurred by the Agent, the
Issuing Bank, the Co-Arrangers identified on the cover page of the Reimbursement
Agreement and their  respective  Affiliates,  including the reasonable  fees and
disbursements  of all counsel and advisors for such parties,  in connection with
the preparation,  negotiation,  execution and delivery of this Amendment and the
Security  Documents  and the  evaluation by such parties of their rights and the
rights  of the  Participating  Banks  under  the  Reimbursement  Agreement,  the
Security Documents or any related documentation.

               SECTION 13. Miscellaneous.

               (a) Except as expressly set forth herein,  this  Amendment  shall
          not by implication or otherwise limit, impair,  constitute a waiver of
          or  otherwise  affect  the rights and  remedies  of the  Participating
          Banks,  the  Agent  or  the  Issuing  Bank  under  the   Reimbursement
          Agreement, and shall not alter, modify, amend or in any way affect any
          of  the  terms,  conditions,   obligations,  covenants  or  agreements
          contained in the  Reimbursement  Agreement,  all of which are ratified
          and  affirmed  in all  respects  and shall  continue in full force and
          effect.  Nothing  herein shall be deemed to entitle the Company or any
          Subsidiary to a consent to, or a waiver,  amendment,  modification  or
          other change of, any of the terms, conditions,  obligations, covenants
          or agreements  contained in the Reimbursement  Agreement in similar or
          different  circumstances.  This Amendment shall apply and be effective
          only with respect to the  provisions  of the  Reimbursement  Agreement
          specifically referred to herein. The Company hereby ratifies, affirms,
          acknowledges and agrees that the Reimbursement Agreement and the Loans
          and  reimbursement   obligations   thereunder   represent  the  valid,
          enforceable   and   collectible   obligations  of  the  Company,   and
          acknowledges that there are no existing claims, defenses,  personal or
          otherwise,  or  rights  of  setoff  whatsoever  with  respect  to  the
          Reimbursement  Agreement  or the  Loans or  reimbursement  obligations
          thereunder.

               (b)  As  used  in  the   Reimbursement   Agreement,   the   terms
          "Agreement", "herein", "hereinafter", "hereunder", "hereto", and words
          of similar  import  shall mean,  from and after the date  hereof,  the
          Reimbursement Agreement as amended by this Amendment.

               (c) Section headings used herein are for convenience of reference
          only and are not to affect  the  construction  of, or to be taken into
          consideration in interpreting, this Amendment.


                                       16
<PAGE>

               (d) THIS  AMENDMENT  SHALL BE  CONSTRUED IN  ACCORDANCE  WITH AND
          GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

               (e) This Amendment may be executed in any number of counterparts,
          each of which  shall  be an  original  but all of  which,  when  taken
          together, shall constitute but one instrument.

               (f) The  Participating  Banks hereby waive any Default  resulting
          from (i) the failure by the Company to timely provide to the Agent the
          Company's  March 31, 1999 financial  statements as required in Section
          5.01(a) of the  Reimbursement  Agreement and (ii) the "going  concern"
          qualification  contained  in the report of the  Company's  independent
          public accountants given in connection with such financial statements.


                                       17
<PAGE>

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

                               CONTIFINANCIAL CORPORATION

                               by
                                   -----------------------------------
                                   Name:/s/ Alan Fishman
                                   Title: Authorized Signatory

                               by
                                   -----------------------------------
                                   Name:/s/ Frank Baier
                                   Title: Authorized Signatory


                              CREDIT SUISSE FIRST BOSTON, NEW
                              YORK BRANCH Individually and as
                              Administrative Agent,

                               by
                                   -----------------------------------
                                   Name:/s/ Robert N. Finney
                                   Title: Managing Director

                               by
                                   -----------------------------------
                                   Name:/s/ Jay Chall
                                   Title: Director

                               DRESDNER BANK AG, NEW YORK AND
                               GRAND CAYMAN BRANCHES,

                               by
                                   -----------------------------------
                                   Name:/s/ J. Curtin Beaudouin
                                   Title: First Vice President

                               by
                                   -----------------------------------
                                   Name:/s/ Anthony C. Valencourt
                                   Title: Senior Vice President

<PAGE>

                               THE BANK OF NOVA SCOTIA,

                               by
                                   -----------------------------------
                                   Name:/s/ A.T.D. Clarke
                                   Title: Senior Manager


                               THE CHASE MANHATTAN BANK,

                               by
                                   -----------------------------------
                                   Name:/s/ Elizabeth A. Kelley
                                   Title: Managing Director


                              BANK OF AMERICA, N.A. (formerly
                              NATIONSBANK, N.A.)

                               by
                                   -----------------------------------
                                   Name:/s/ Garrett Dolt
                                   Title: Vice President


                              CREDIT LYONNAIS NEW YORK BRANCH,

                               by
                                   -----------------------------------
                                   Name:/s/ David Bonington
                                   Title: Vice President

                              SOCIETE GENERALE,

                               by
                                   -----------------------------------
                                   Name:/s/ Charles D. Fischer, Jr.
                                   Title: Vice President

                              COMERICA BANK,

                               by
                                   -----------------------------------
                                   Name:/s/ Von L. Ringger
                                   Title: First Vice President

<PAGE>

                              UBS AG, NEW YORK BRANCH,

                               by
                                   -----------------------------------
                                   Name:/s/ W. Scott James
                                   Title: Managing Director

                               by
                                   -----------------------------------
                                   Name:/s/ Phil Cartularo
                                   Title: Associate Director

                              THE SUMITOMO BANK, LIMITED,
                              NEW YORK BRANCH,

                               by
                                   -----------------------------------
                                   Name:/s/Suresh S. Tata
                                   Title: Senior Vice President

                              BADEN-WUERTTEMBERGISCHE BANK AG,

                               by
                                   -----------------------------------
                                   Name:/s/ Robert B. Herber
                                   Title: Authorized Signatory

                               by
                                   -----------------------------------
                                   Name:/s/ Thomas A. Lowe
                                   Title: Authorized Signatory

                              SOUTHTRUST BANK, NATIONAL
                              ASSOCIATION,

                               by
                                   -----------------------------------
                                   Name:/s/ Andy Raine
                                   Title: Assistant Vice President

<PAGE>

                              MANUFACTURERS AND TRADERS
                              TRUST COMPANY,

                               by
                                   -----------------------------------
                                   Name:/s/ Kevin B. Quinn
                                   Title: Assistant Vice President

                              CREDIT AGRIEOLE INDOSUEZ,

                               by
                                   -----------------------------------
                                   Name:/s/ Richard Manix
                                   Title: First Vice President


                                   -----------------------------------
                                   Name:/s/ Wha Kyung Lee
                                   Title: Vice President