SHORT TERM FACILITY EXTENSION AMENDMENT
THIS SHORT TERM FACILITY EXTENSION AMENDMENT (the "Amendment")
is made and dated as of the 23rd day of September, 1998 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 23, 1998"
appearing therein and to replace the same with the date "September 22, 1999".
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 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 Guaranties. 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.
0.Xx 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 /s/___________________________________
Name Xxxxxx Xxxxx XxXxxxxxxx
Title Managing Director & Chief Financial Officer
BANKERS TRUST COMPANY,
as Credit Agent
By
Name
Title
BANCA CRT S.p.A., as a Short Term Lender
By
Name
Title
By
Name
Title
BANCA DI NAPOLI S.p.A., NEW YORK BRANCH, as a Short Term Lender
By
Name
Title
By
Name
Title __________________________________________________________________________
BANCA DI ROMA, SAN XXXXXXXXX XXXXXX, as a Short Term Lender
By
Name
Title
By
Name
Title __________________________________________________________________________
BANCA MONTE DEI PASCHI DI SIENA S.p.A., NEW YORK BRANCH, as a Short Term Lender
By
Name
Title
By
Name
Title
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as a Short Term Lender
By
Name
Title
BANK OF HAWAII, as a Short Term Lender
By
Name
Title
THE BANK OF NEW YORK, as a Short Term Lender
By
Name
Title
BANK ONE, TEXAS, N.A., as a Short Term Lender
By
Name
Title
BANKERS TRUST COMPANY, as a Short Term Lender
By
Name
Title
BANQUE NATIONALE DE PARIS, as a Short Term Lender
By
Name
Title
By
Name
Title
PARIBAS, as a Short Term Lender
By
Name
Title
By
Name
Title
BARCLAYS BANK PLC, as a Short Term Lender
By
Name
Title
BAYERISCHE LANDESBANK GIROZENTRALE, CAYMAN ISLANDS BRANCH,as a Short Term Lender
By _____________________________________________________________________________
Name _____________________________________________________ _____________________
Title __________________________________________________________________________
By _____________________________________________________________________________
Name ___________________________________________________________________________
Title __________________________________________________________________________
CANADIAN IMPERIAL BANK OF COMMERCE, as a Short Term Lender
By
Name
Title
THE CHASE MANHATTAN BANK, as a Short Term Lender
By
Name
Title
CREDIT LYONNAIS, SAN XXXXXXXXX XXXXXX, as a Short Term Lender
By
Name
Title
DEUTSCHE BANK AG, NEW YORK AND/OR CAYMAN ISLANDS BRANCHES,as a Short Term Lender
By
Name
Title
By
Name
Title
THE FIFTH THIRD BANK, as a Short Term Lender
By
Name
Title
THE FIRST NATIONAL BANK OF CHICAGO, as a Short Term Lender
By
Name
Title
FIRST UNION NATIONAL BANK, as a Short Term Lender
By
Name
Title
FLEET NATIONAL BANK, as a Short Term Lender
By
Name
Title
THE FUJI BANK, LIMITED, LOS ANGELES AGENCY, as a Short Term Lender
By
Name
Title
THE INDUSTRIAL BANK OF JAPAN, LIMITED, LOS ANGELES AGENCY,as a Short Term Lender
By
Name
Title
KBC BANK N.V., as a Short Term Lender
By
Name
Title
By _____________________________________________________________________________
Name ___________________________________________________________________________
Title __________________________________________________________________________
LASALLE NATIONAL BANK, as a Short Term Lender
By
Name
Title
MELLON BANK, N.A., as a Short Term Lender
By
Name
Title
THE MITSUBISHI TRUST AND BANKING CORPORATION, LOS ANGELES AGENCY, as a Short
Term Lender
By
Name
Title
XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, as a Short Term Lender
By
Name
Title
NATIONSBANK, N.A., as a Short Term Lender
By
Name
Title
NORDDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK BRANCH AND/OR CAYMAN ISLANDS
BRANCH, as a Short Term Lender
By
Name
Title
By
Name
Title
ROYAL BANK OF CANADA, as a Short Term Lender
By
Name
Title
STAR BANK, NATIONAL ASSOCIATION, as a Short Term Lender
By
Name
Title
THE SUMITOMO BANK, LIMITED, LOS ANGELES BRANCH, as a Short Term Lender
By
Name
Title
UNION BANK OF CALIFORNIA, N.A., as a Short Term Lender
By
Name
Title
U. S. BANK NATIONAL ASSOCIATION, formerly known as U.S. National Bank of Oregon,
as a Short Term Lender,
By
Name
Title
WESTDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK BRANCH/CAYMAN ISLANDS BRANCH, as
a Short Term Lender
By
Name
Title
ACKNOWLEDGED and AGREED TO as of the date first written above:
COUNTRYWIDE CREDIT INDUSTRIES, INC.,
a Delaware corporation
By /s/____________________________________________
Name Xxxxxx Xxxxx XxXxxxxxxx
Title Managing Director and Treasurer
AMENDMENT SCHEDULE I
COUNTRYWIDE HOME LOANS, INC.
Revolving Credit Facilities
Commitment Schedule
as of September 23, 1998
[TO BE PROVIDED BY THE CREDIT AGENT]
