AMENDMENT TO REVOLVING CREDIT AGREEMENT
__________________ THIS AMENDMENT TO REVOLVING CREDIT AGREEMENT (the
"Amendment") is made and dated as of the 20th day of November, 1998 by and among
COUNTRYWIDE HOME LOANS, INC. (the "Company") the Lenders under (and as that term
and capitalized terms not otherwise defined herein are defined in) the Revolving
Credit Agreement described below and ROYAL BANK OF CANADA, as lead
administrative agent for the Lenders (in such capacity, the "Lead Agent").
RECITALS
__________________ A. Pursuant to that certain Revolving Credit Agreement dated
as of April 15, 1998 by and among the Company, the Lenders signatory thereto,
the Lead Agent, The Bank of New York ("BNY"), as co-administrative agent, Xxxxxx
Guaranty Trust Company of New York ("MGTC"), as syndication agent, Credit
Lyonnais, San Xxxxxxxxx Xxxxxx ("CL"), as documentation agent, RBC, as arranger,
BNY, MGTC and CL, as co-arrangers and the Lenders acting as co-agents, as
indicated on the signature pages thereof (as amended, extended and replaced from
time to time, the "Revolving Credit Agreement"), the Lenders agreed to extend
credit to the Company on the terms and subject to the conditions set forth
therein.
__________________ B. The Company has requested that the Lenders currently party
to the Revolving Credit Agreement agree to amend the Revolving Credit Agreement
in certain respects as provided more particularly 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. Amendment of Negative Covenant. To reflect the agreement
of the Lenders to exclude certain of the Company's Advances to Affiliates from
the limitations thereon set forth in the Revolving Credit Agreement, Paragraph
10(g) of the Revolving Credit Agreement is hereby amended to read in its
entirety as follows:
"10(g) Investments; Advances; Receivables. Make or commit to
make any advance, loan or extension of credit ("Advances") to, or hold
any receivable ("Receivable") of, or make or commit to make any capital
contribution to, or purchase any stock, bonds, notes, debentures or
other securities ("Investments") of, or make any other investment in,
any Person, except: (1) Advances constituting Mortgage Loans made in
the ordinary course of the Company's business and (2) Investments in,
unsecured and secured Advances to, and Receivables of, any Affiliate
(and Servicing Pass-Through Ventures which are not otherwise
Affiliates) in an aggregate amount not to exceed ten percent (10%) of
the net worth of the Company determined in accordance with GAAP;
provided, however, that: (i) any unsecured Advances made by the Company
to any Affiliate must be funded with equity of the Company, (ii) any
secured Advances made by the Company to any Affiliate must be fully
secured on a first priority, perfected basis, by readily marketable
securities pledged by such Affiliate, and (iii) for purposes of
determining the Company's compliance with the requirements of
subparagraph (2) above Advances to Affiliates shall not include
Advances made by the Company to any of Countrywide Capital Markets,
Inc. ("CCMI"), Countrywide Securities Corporation ("CSI") and/or
Countrywide Servicing Exchange, Inc. ("CSEI") which Advances are
secured on a first priority, perfected basis by Mortgage-Backed
Securities owned by any of CCMI, CSC or CSEI."
2. 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 Lead 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.
3. 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 Lead 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.
4.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 Lead 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 Lead Agent may request.
5. Representations and Warranties. The Company hereby represents and
warrants to the Lead Agent and each of the 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.
6. No Other Amendment. Except as expressly amended hereby, the Credit Documents
shall remain in full force and effect as written and amended to date.
7. 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
ROYAL BANK OF CANADA, as Lead Administration Agent, Arranger and a
Lender
By
Name
Title
THE BANK OF NEW YORK, as Co-Administrator Agent, a Co-Arranger, a
Co-Agent a and Lender
By
Name
Title
XXXXXX GUARANTY TRUST COMPANY OF
NEW YORK, as Syndication Agent, a
Co-Arranger, a Co-Agent and a
Lender
By
Name
Title
CREDIT LYONNAIS NEW YORK BRANCH, as Documentation Agent, a
Co-Arranger, a Co-Agent and a Lender
By
Name
Title
ABN AMRO BANK, N.V., as a Co-Agent and a Lender
By
Name
Title
By
Name
Title _____________________________________________________
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as a Co-Agent
and a Lender Agent
By
Name
Title
BARCLAYS BANK PLC, as a Co-Agent and a Lender
By
Name
Title
THE CHASE MANHATTAN BANK, as a Co-Agent and a Lender
By
Name
Title
DEUTSCHE BANK AG, NEW YORK AND/OR CAYMAN ISLANDS BRANCHES, as a
Co-Agent and a Lender
By
Name
Title
By
Name
Title
NATIONSBANK OF TEXAS, N.A., as a Co-Agent and a Lender
By
Name
Title
BANQUE NATIONALE DE PARIS, as a Lender
By
Name
Title
By
Name
Title
CANADIAN IMPERIAL BANK OF COMMERCE, as a Lender
By
Name
Title
THE SUMITOMO BANK, LIMITED, LOS ANGELES BRANCH, as a Lender
By
Name
Title
BANQUE PARIBAS, as a Lender
By
Name
Title
By
Name
Title
BANK ONE, TEXAS, N.A., as a Lender
By
Name
Title
BANK OF HAWAII, as a Lender
By
Name
Title
ACKNOWLEDGED and AGREED TO as of the day and year first written above:
COUNTRYWIDE CREDIT INDUSTRIES, INC.,
By _______________________________________________
Name _____________________________________________
Title ____________________________________________
