SHORT TERM FACILITY EXTENSION AMENDMENT
(September, 1999)
THIS SHORT TERM FACILITY EXTENSION AMENDMENT (the "Amendment")
is made and dated as of the 22nd day of September, 1999 by and among COUNTRYWIDE
HOME LOANS, INC. (the "Company"), the Short Term Lenders under (and as that term
and capitalized terms not otherwise defined herein are defined in) the Revolving
Credit Agreement described below and BANKERS TRUST COMPANY, as Credit Agent (in
such capacity, the "Credit Agent").
RECITALS
A. Pursuant to that certain Revolving Credit Agreement dated
as of September 24, 1997 by and among the Company, the Lenders party thereto,
including, without limitation, the Short Term Lenders, the Credit Agent and
others (as amended, extended and replaced from time to time, the "Revolving
Credit Agreement"), the Short Term Lenders agreed to extend credit to the
Company in the form of a 364-day revolving credit facility.
B. The Company has requested that the Short Term Lenders
currently party to the Revolving Credit Agreement agree to extend the Short Term
Facility Maturity Date and certain of such Short Term Lenders have agreed to do
so on the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the above Recitals and for
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto hereby agree as follows:
AGREEMENT
1. Extension of Maturity Date. To reflect the agreement of the
Short Term Lenders to extend the Short Term Facility Maturity Date, effective as
of the Amendment Effective Date (as defined in Paragraph 6 below), the
definition of "Short Term Facility Maturity Date" set forth in the Glossary
attached to the Revolving Credit Agreement is hereby amended to delete the date
"September 22, 1999" appearing therein and to replace the same with the date
"September 20, 2000".
2. Extension of Short Term Facility Fee Letter. To reflect the
agreement of the Company to continue to pay to the Short Term Lenders a facility
fee during the period from the current Short Term Facility Maturity Date to the
Short Term Facility Maturity Date as extended hereunder, the Company hereby
reaffirms the Short Term Facility Fee Letter dated as of September 24, 1997 and
agrees that the "Short Term Facility Maturity Date" referred to therein shall
mean the Short Term Facility Maturity Date as extended hereunder.
3. Revised Commitment Schedule. To reflect certain changes in
the financial institutions which will be participating in the Short Term
Facility as extended hereby and other modifications in the Short Term Facility
Credit Limit and the Short Term Facility Percentage Shares of the Short Term
Lenders participating in the Short Term Facility as extended hereby, the
Commitment Schedule is hereby revised as of the Amendment Effective Date
consistent with Amendment Schedule I attached hereto.
4. Reaffirmation of Loan Documents. The Company hereby affirms
and agrees that (a) the execution and delivery by the Company of and the
performance of its obligations under this Amendment shall not in any way amend,
impair, invalidate or otherwise affect any of the obligations of the Company or
the rights of the Credit Agent, the Lenders or any other Person under the
Revolving Credit Agreement or any other Credit Document, (b) the term
"Obligations" as used in the Credit Documents includes, without limitation, the
Obligations of the Company under the Revolving Credit Agreement as amended
hereby, and (c) the Revolving Credit Agreement as amended hereby and the other
Credit Documents remain in full force and effect.
5. Reaffirmation of Guaranty and Subordination Agreement. By
executing this Amendment as provided below, the Parent acknowledges the terms
and conditions of this Amendment and affirms and agrees that (a) the execution
and delivery by the Company and the performance of its obligations under this
Amendment shall not in any manner or to any extent affect any of the obligations
of the Parent or the rights of the Credit Agent, the Lenders or any other Person
under the Guaranty, the Subordination Agreement or any other document or
instrument made or given by the Parent in connection therewith, (b) the term
"Obligations" as used in the Guaranty and the Subordination Agreement includes,
without limitation, the Obligations of the Company under the Revolving Credit
Agreement as amended hereby, and (c) the Guaranty and the Subordination
Agreement remain in full force and effect.
6. Amendment Effective Date. This Amendment shall be effective
as of the day and year first above written upon the date (the "Amendment
Effective Date") that there has been delivered to the Credit Agent:
(a) A copy of this Amendment, duly executed by each party hereto
and acknowledged by the Parent; and
(b) Such corporate resolutions, incumbency certificates and other
authorizing documentation as the Credit Agent may request.
As required pursuant to Paragraph 13(b) of the Revolving Credit Agreement,
following the Amendment Effective Date the Credit Agent shall provide a copy of
this Amendment, including the Commitment Schedule effective as of the Amendment
Effective Date, to all parties to the Credit Documents.
7. Representations and Warranties. The Company hereby
represents and warrants to the Credit Agent and each of the Short Term Lenders
that at the date hereof and at and as of the Amendment Effective Date:
(a) Each of the Company and the Parent has the corporate power and
authority and the legal right to execute, deliver and perform this Amendment and
has taken all necessary corporate action to authorize the execution, delivery
and performance of this Amendment. This Amendment has been duly executed and
delivered on behalf of the Company and the Parent and constitutes the legal,
valid and binding obligation of such Person, enforceable against such Person in
accordance with its terms.
(b) Both prior to and after giving effect hereto: (1) the representations and
warranties of the Company and the Parent contained in the Credit Documents are
accurate and complete in all respects, and (2) there has not occurred an Event
of Default or Potential Default.
8. No Other Amendment. Except as expressly amended hereby, the Credit
Documents shall remain in full force and effect as written and amended to date.
9. Counterparts. This Amendment may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original
and all of which when taken together shall constitute one and the same
agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the day and year first above written.
COUNTRYWIDE HOME LOANS, INC.,
a New York corporation
By
Name
Title
BANKERS TRUST COMPANY,
as Credit Agent
By
Name
