AMENDMENT TO REVOLVING CREDIT AGREEMENT THIS AMENDMENT TO REVOLVING CREDIT AGREEMENT (the "Amendment") is made and dated as of the 25th day of November, 1998 by and among COUNTRYWIDE HOME LOANS, INC. (the "Company"), the Lenders under (and as that...
AMENDMENT TO REVOLVING CREDIT AGREEMENT
THIS AMENDMENT TO REVOLVING CREDIT AGREEMENT (the "Amendment")
is made and dated as of the 25th 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 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,
the Credit 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. 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 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.
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 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.
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 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.
5.Representations and Warranties. The Company hereby
represents and warrants to the Credit 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 takenall necessary corporate action to authorize
the execution, delivery and performance of this Amendment. This Amendment
has been duly executed anddelivered 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 Documentsshall 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
BANKERS TRUST COMPANY,
as Credit Agent
By
Name
Title
THE ASAHI BANK, LTD., LOS ANGELES AGENCY, as a Lender
By
Name
Title
BANCA CRT S.p.A., as a Lender
By
Name
Title
By
Name
Title
BANCA DI NAPOLI S.p.A., NEW YORK BRANCH, as a Lender
By
Name
Title
By
Name
Title
BANCA DI ROMA, SAN ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, as a Lender
By
Name
Title
By
Name
Title
BANCA MONTE DEI PASCHI DI SIENA S.p.A., NEW YORK BRANCH, as a Lender
By
Name
Title
By
Name
Title
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as a Lender
By
Name
Title
BANK OF HAWAII, as a Lender
By
Name
Title
BANK OF MONTREAL, as a Lender
By
Name
Title
THE BANK OF NEW YORK, as a Lender
By
Name
Title
BANK OF TOKYO - MITSUBISHI TRUST COMPANY, as a Lender
By
Name
Title
BANK ONE, TEXAS, N.A., as a Lender
By
Name
Title
BANKERS TRUST COMPANY, as a Lender
By
Name
Title
BANQUE NATIONALE DE PARIS, as a Lender
By
Name
Title
By
Name
Title
PARIBAS, as a Lender
By
Name
Title
By
Name
Title
BARCLAYS BANK PLC, as a Lender
By
Name
Title
THE DAI-ICHI KANGYO BANK, LTD.,
LOS ANGELES AGENCY, as a Lender
By
Name
Title
BAYERISCHE LANDESBANK GIROZENTRALE, CAYMAN ISLANDS BRANCH, as a Lender
By ________________________________________________________
Name ______________________________________________________
Title _____________________________________________________
By ________________________________________________________
Name ______________________________________________________
Title _____________________________________________________
CANADIAN IMPERIAL BANK OF COMMERCE, as a Lender
By
Name
Title
THE CHASE MANHATTAN BANK, as a Lender
By
Name
Title
CREDIT LYONNAIS, SAN ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, 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
THE FIFTH THIRD BANK, as a Lender
By
Name
Title
THE FIRST NATIONAL BANK OF CHICAGO, as a Lender
By
Name
Title
FIRST UNION NATIONAL BANK, as a Lender
By
Name
Title
FLEET BANK, N.A., as a Lender
By
Name
Title
THE FUJI BANK, LIMITED, LOS ANGELES AGENCY, as a Lender
By
Name
Title
THE INDUSTRIAL BANK OF JAPAN, LIMITED, LOS ANGELES AGENCY, as a Lender
By
Name
Title
KBC BANK N.V., as a Lender
By
Name
Title
By ________________________________________________________
Name ______________________________________________________
Title _____________________________________________________
LASALLE NATIONAL BANK, as a Lender
By
Name
Title
THE LONG TERM CREDIT BANK OF JAPAN, LTD., LOS ANGELES AGENCY, as a
Lender
By
Name
Title
MELLON BANK, N.A., as a Lender
By
Name
Title
THE MITSUBISHI TRUST AND BANKING CORPORATION, LOS ANGELES AGENCY, as a Lender
By
Name
Title
▇▇▇▇▇▇ GUARANTY TRUST COMPANY OF NEW YORK, as a Lender
By
Name
Title
NATIONSBANK, N.A., as a Lender
By
Name
Title
NORDDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK BRANCH AND/OR CAYMAN
ISLANDS BRANCH, as a Lender
By
Name
Title
By
Name
Title
ROYAL BANK OF CANADA, as a Lender
By
Name
Title
THE SAKUR BANK LIMITED, LOS ANGELES AGENCY, as a Lender
By
Name
Title
By
Name
Title
STAR BANK, NATIONAL ASSOCIATION, as a Lender
By
Name
Title
THE SUMITOMO BANK, LIMITED, LOS ANGELES BRANCH, as a Lender
By
Name
Title
THE TOYO TRUST AND BANKING CO., LTD., LOS ANGELES AGENCY, as a Lender
By
Name
Title
UNION BANK OF CALIFORNIA, N.A., as a Lender
By
Name
Title
U. S. BANK NATIONAL ASSOCIATION, formerly known as U.S. National Bank
of Oregon, as a Lender,
By
Name
Title
WESTDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK BRANCH/CAYMAN ISLANDS
BRANCH, as a Lender
By
Name
Title
ACKNOWLEDGED and AGREED TO as of the date first written above:
COUNTRYWIDE CREDIT INDUSTRIES, INC.,
a Delaware corporation
By _______________________________________________
Name _____________________________________________
Title ____________________________________________