SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT
THIS SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT (the "Amendment") is
made and dated as of the 14th day of April, 1999 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 (in such capacity, the "Lead Administrative Agent").
RECITALS
A. Pursuant to that certain Revolving Credit Agreement dated as of April 15,
1998 by and among the Company, the Lenders party thereto, the Lead
Administrative Agent and others (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. Extension of Maturity Date. To reflect the agreement of the Lead
Administrative Agent and the Lenders to extend the term of the credit facility
evidenced by the Revolving Credit Agreement, the definition of "Maturity Date"
set forth in the Glossary is hereby amended to read in its entirety as follows:
"'Maturity Date' shall mean April 12, 2000."
2. Utilization-Based Pricing Increase. To reflect the agreement of the
Company to a pricing increase based upon utilization of the credit facility
evidenced by the Revolving Credit Agreement:
(a) The definition of "Applicable Eurodollar Rate" set forth
in the Glossary is hereby amended to read in its entirety as follows:
"'Applicable Eurodollar Rate' shall mean with respect
to any Eurodollar Interest Period, the rate per annum (rounded upward,
if necessary, to the next higher one one hundredth of one percent
(.01%)) calculated in accordance with the following formula:
Applicable Eurodollar Rate = ER + ES
1-RR
where
ER = Eurodollar Rate
RR = Reserve Requirement
ES = Eurodollar Spread"
(b) A new definition is hereby added to the Glossary, in
correct alphabetical order, to read in its entirety as
follows:
"'Eurodollar Spread' shall mean: (a) on each day on
which the aggregate dollar amount of Loans outstanding does not exceed
twenty five percent (25%) of the Aggregate Credit Limit on such day,
0.295%, and (b) on each day on which the aggregate dollar amount of
Loans outstanding exceeds twenty five percent (25%) of the Aggregate
Credit Limit on such date, 0.42%."
(c) The definition of "Alternate Base Rate" set forth in the
Glossary is hereby amended to read in its entirety as
follows:
"'Alternate Base Rate' shall mean on any date the
greater of: (a) the Federal funds Effective Rate plus one half of one
percent (0.50%), and (b) the Corporate Base Rate; provided, however
that the `Alternate Base Rate' in effect on each day on which the
aggregate dollar amount of Loans outstanding exceeds twenty five
percent (25%) of the Aggregate Credit Limit on such date shall be
increased by 0.125%."
3. Y2K Issues. To reflect the agreement of the parties to address potential
technological issues associated with the year 2000:
(a) A new Paragraph 8(l) is hereby added to the Revolving
Credit Agreement to read in its entirety as follows:
"8(l) Year 2000. The Company has reviewed its
operations and those of its Affiliates with a view to assessing whether
its businesses or the businesses of any of its Affiliates will be
vulnerable to a Year 2000 Problem arising from the computer-based
systems of the Company or its Affiliates or will be vulnerable to the
effects of a Year 2000 Problem suffered by certain of the Company's or
any of its Affiliates' major commercial counterparties. The Company has
taken or shall take reasonable actions and has committed or shall
expeditiously commit adequate resources to enable its computer-based
and other systems (and those of its Affiliates) to effectively process
data, including dates before, on and after January 1, 2000, without
experiencing any Year 2000 Problem arising from its computer-based
systems that could cause a Material Adverse Effect. The Company has a
reasonable basis to believe that the computer-based systems of the
Company and its Subsidiaries will not have a Year 2000 Problem arising
from such systems that will cause a Material Adverse Effect."
(b) A New Paragraph 9(l) is hereby added to the Revolving
Credit Agreement to read in its entirety as follows:
"9(l) Year 2000. At the request of the Lead
Administrative Agent, the Company will provide the Lead Administrative
Agent with a description of the actions undertaken by the Company in
its efforts to enable the computer-based systems of the Company and its
Affiliates to effectively process data on and after January 1, 2000."
(c) The following new definitions are hereby added to the
Glossary, in correct alphabetical order, to read in their entirety as follows:
"'Material Adverse Effect' shall mean: (a) a
materially adverse effect on the assets, business, operations,
properties or condition (financial or otherwise) of the Company and its
Affiliates, taken as a whole, (b) an impairment of the ability of the
Company to perform any of its obligations under the Credit Documents or
(c) an impairment of the validity or enforceability of, or an
impairment of the rights, remedies or benefits available to the Lenders
under, the Credit Documents."
"'Year 2000 Problem' shall mean, with respect to any
Person, any significant risk that computer hardware, software or
equipment containing embedded microchips essential to the business or
operation of such Person or any of its Affiliates will not, in the case
of dates or time periods occurring after December 31, 1999, function at
least as effectively and reliably as in the case of dates or time
periods occurring before January 1, 2000, including the making of
accurate leap year calculations."
4. Amendment of Negative Covenants. To reflect the agreement of the
Lenders to modify existing limitations contained in the Revolving Credit
Agreement on the ability of the Company to enter into certain repurchase
agreements and to fund Advances to Affiliates:
(a) 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;
(2) Advances to and Receivables of any
Person which are fully secured on a first priority perfected
basis by Mortgage Loans;
(3) Investments in, Advances to and
Receivables of any Affiliate which are fully secured on a
first priority perfected basis by Mortgage Loans or Prime
Quality Mortgage-Backed Securities;
(4) Investment in, Advances to and
Receivables of any Affiliate or any Servicing Pass-Through
Venture which is not otherwise an Affiliate, which are
unsecured or which are secured on a first priority perfected
basis by collateral other than Mortgage Loans or Prime Quality
Mortgage-Backed Securities, in an aggregate amount not to
exceed fifteen percent (15%) of the net worth of the Company
determined in accordance with GAAP; and
(5) Investments in, Advances to and
Receivables of Countrywide Capital Markets, Inc. or any of its
Subsidiaries, which are fully secured on a first priority
perfected basis by: (i) debt instruments issued by FNMA or
FHLMC or (ii) time deposit accounts issued by a financial
institution the deposits of which are insured by the Bank
Insurance Fund and which financial institution has a deposit
rating issued by a recognized rating agency not less than the
rating assigned to the Company's long term indebtedness."
(b) The definition of "Mortgage-Backed Security" set forth in
the Glossary is hereby amended to read in its entirety as follows:
"'Mortgage-Backed Security' shall mean a security
(including, without limitation, a participation certificate) secured by
or representing an undivided interest in a pool of Mortgage Loans each
of which Mortgage Loan is secured by a completed single family dwelling
(one-to-four family units), which security is:
(a) Guaranteed by GNMA;
(b) Issued by FNMA or FHLMC; or
(c) Issued by any other Person provided that such
security: (1) was subject to an effective registration statement filed
with the Securities and Exchange Commission at the time of initial
issuance or was included in a senior tranche of privately-placed
securities, and (2) is rated by a recognized rating agency in a
category that is not less than the rating assigned to the Company's
long term indebtedness."
5. 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 Administrative 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.
6. 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 Administrative 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.
7. 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 Administrative Agent:
(a)A copy of this Amendment, duly executed by each party hereto and
cknowledged by the Parent; and
(b)Such corporate resolutions, incumbency certificates and other
authorizing documentation as the Lead Administrative Agent may request.
8. Representations and Warranties. The Company hereby represents and
warrants to the Lead Administrative 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.
9. No Other Amendment. Except as expressly amended hereby, the Credit
Documents shall remain in full force and effect as written and amended to date.
10. 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 Administrative Agent and a Lender
By
Name
Title
XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, as a Lender
By
Name
Title
CREDIT LYONNAIS NEW YORK BRANCH, as a Lender
By
Name
Title
ABN AMRO BANK, N.V., as a Lender
By
Name
Title
By
Name
Title
BARCLAYS BANK PLC, as a Lender
By
Name
Title
DEUTSCHE BANK AG, NEW YORK AND/OR CAYMAN ISLANDS BRANCHES, as a Lender
By
Name
Title
By
Name
Title
BANQUE NATIONALE DE PARIS, as a Lender
By
Name
Title
By
Name
Title
BANQUE PARIBAS, as a Lender
By
Name
Title
By
Name
Title
BANK OF HAWAII, as a Lender
By
Name
Title
COMMERZBANK, AG, LOS ANGELES BRANCH, as a Lender
By
Name
Title
By
Name
Title
WESTDEUTSCHE LANDESBANK GIROZENTRALE,
NEW YORK BRANCH/CAYMAN ISLANDS BRANCH, as a Lender
By
Name
Title
By
Name
Title
ACKNOWLEDGED and AGREED TO as of the date first written above:
COUNTRYWIDE CREDIT INDUSTRIES, INC.,
a Delaware corporation
By _______________________________________________
Name _____________________________________________
Title ____________________________________________
Countrywide Credit Industries, Inc.
A Delaware Corporation
By:
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Its:
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