Short Term Facility Extension Amendment - Countrywide Home Loans, Inc., Countrywide Credit Industries, Inc. and Bankers Trust Co.
SHORT TERM FACILITY EXTENSION AMENDMENT
(September, 2000)
THIS SHORT TERM FACILITY EXTENSION AMENDMENT (the "Amendment")
is made and dated as of the 20th day of September, 2000 by and among COUNTRYWIDE
HOME LOANS, INC. (the "Company"), COUNTRYWIDE CREDIT INDUSTRIES, INC. (the
"Parent"), the undersigned financial institutions constituting 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 Current Short Term Facility Maturity Date. To
reflect the agreement of the Short Term Lenders to extend the current Short Term
Facility Maturity Date, effective as of the Amendment Effective Date (as defined
in Paragraph 9 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 20, 2000" appearing therein and to replace
the same with the date "September 19, 2001".
2. Permitted Conversion of Short Term Facility. To reflect the
agreement of the parties to permit the Company to convert amounts outstanding
under the revolving credit facility made available by the Short Term Lender
under Paragraph 1(b) of the Revolving Credit Agreement to a term loan on the
Short Term Facility Maturity Date, effective as of Amendment Effective Date:
(a) Paragraph 3(a) of the Revolving Credit Agreement is hereby
amended to insert the phrase "and, in the case of the Short Term Loans, the
provisions of Paragraph 3(c) below" immediately following the phrase "Subject to
the provisions Paragraph 3(b) below" in the first and second lines thereof.
(b) A new Paragraph 3(c) is hereby added to the Revolving Credit Agreement
to read
in its entirety as follows:
"3(c) Short Term Facility Term-Out Provisions.
---------------------------------------
(1) Notwithstanding anything contained in Paragraph
3(a) above, upon written request for such final extension given by the
Company to the Credit Agent no later than thirty (30) days prior to the
then current Short Term Facility Maturity Date, the Short Term Lenders
shall, subject to the conditions precedent set forth below, agree to
extend the then current Short Term Facility Maturity Date for one final
time to the date which is the 364th day following the then current
Short Term Facility Maturity Date (the "Final Short Term Facility
Maturity Date") and to permit the Company to convert the aggregate
principal amount of Short Term Loans outstanding on the then current
Short Term Facility Maturity Date (or such portion thereof as the
Company may designate) into a non-revolving, non-amortizing term loan
(the "Short Term Facility Term-Out Loan").
(2) As conditions precedent to the right of the
Company to convert Short Term Loans outstanding into the Short Term
Facility Term-Out Loan on the then current Short Term Facility Maturity
Date, on and as of the then current Short Term Facility Maturity Date:
(i) The representations and warranties of the Company and the Parent
contained in the Credit Documents shall be accurate and complete in all
respects;
(ii) There shall not have occurred and be continuing a Potential Default or
an Event of Default; and
(iii) Following the conversion of
outstanding Short Term Loans into the Short Term Facility
Term-Out Loan, the aggregate amount of Loans outstanding shall
not exceed the applicable limitations of Paragraphs 1(a),
1(c), 1(d) and 1(e) above.
(3) The Short Term Facility Term-Out Loan (and
portions thereof outstanding) shall be considered "Direct Loans" for
all purposes of this Agreement, including, without limitation, for
purposes of computation of interest on the outstanding principal
balance thereof as provided in Paragraph 4(a) below.
(4) The outstanding principal balance of the Short
Term Facility Term-Out Loan shall be payable in full on the Final Short
Term Facility Maturity Date."
(c) The definition of the term "Loan" set forth in the
Glossary is hereby amended to insert the phrase "the Short Term Facility
Term-Out Loan," immediately following the phrase "a Short Term Loan," in line 1
thereof.
(d) New definitions of "Final Short Term Facility Maturity
Date" and "Short Term Facility Term-Out Loan" are hereby added to the Glossary
in correct alphabetical order to read in their entirety as follows:
"'Final Short Term Facility Maturity Date' shall have the
meaning given such term in Paragraph 3(c) of the Agreement."
"'Short Term Facility Term-Out Loan' shall have the meaning
given such term in Paragraph 3(c) of the Agreement."
3. 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.
4. 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, the Short Term Facility Percentage Shares and the Maximum Short
Term Facility Commitments 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 (the "Revised Commitment Schedule").
5. Front-End Fee. As an inducement to the financial
institutions agreeing to act as Short Term Lenders from the current Short Term
Facility Maturity Date to the Short Term Facility Maturity Date as extended
hereby and as the same may be extended to the Final Short Term Facility Maturity
Date as provided in Paragraph 2 above, the Company hereby agrees to pay to each
Short Term Lender executing this Amendment a one time, non-refundable fee (the
"Front-End Fee") as agreed among the Company and the Short Term Lenders.
6. Pricing Modification. To reflect the agreement of the Company to
increase the --------------------
pricing applicable to Short Term Loans:
(a) Subparagraph (b) of the definition of "Pricing Spread" appearing in the
Glossary is hereby amended to read in its entirety as follows:
"(b) With respect to each Eurodollar Loan which is a
Short Term Loan and each Short Term Swing Loan, the Pricing Spread
shall be: (1) on each day on which the aggregate dollar amount of Short
Term Loans and Short Term Swing Loans outstanding does not exceed
twenty five percent (25%) of the Short Term Facility Credit Limit on
such day, 0.295%. and (2) on each day on which the aggregate dollar
amount of Short Term Loans and Short Term Swing Loans outstanding
exceeds twenty five percent (25%) of the Short Term Facility Credit
Limit on such day, 0.42%."
(b) The definition of "Alternate Base Rate" appearing 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 with respect to each Alternate Base Rate Loan which is a Short
Term Loan and each Short Term Swing Loan, the `Alternate Base Rate' in
effect on each day on which the aggregate dollar amount of Short Term
Loans and Short Term Swing Loans outstanding exceeds twenty five
percent (25%) of the Aggregate Credit Limit on such date shall be
increased by one eighth of one percent (0.125%)."
7. 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.
8. Reaffirmation of Guaranty and Subordination Agreement. The
Parent hereby 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.
9. 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;
(b) From the Company and the Parent, such corporate resolutions, incumbency
certificates and other authorizing documentation as the Credit Agent may
request; and
(c) For distribution to the Short Term Lenders, each of such Short Term
Lender's respective Front-End Fee.
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 Revised Commitment Schedule, to all parties to the
Credit Documents.
10. Representations and Warranties. The Company and the Parent hereby
represent ------------------------------
and warrant 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.
11. No Other Amendment. Except as expressly amended hereby, the Credit
Documents
------------------
shall remain in full force and effect as written and amended to date.
12. 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.
<PAGE>
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 -------------------------------------------------------
COUNTRYWIDE CREDIT INDUSTRIES, INC., a Delaware corporation
By ----------------------------------------------------------
Name --------------------------------------------------------
Title -------------------------------------------------------
BANKERS TRUST COMPANY,
as Credit Agent
By ----------------------------------------------------------
Name --------------------------------------------------------
Title -------------------------------------------------------
BANCO DI NAPOLI S.p.A., NEW YORK BRANCH, as a Short Term Lender
By ----------------------------------------------------------
Name --------------------------------------------------------
Title -------------------------------------------------------
By ----------------------------------------------------------
Name --------------------------------------------------------
Title _____________________________________________________
BANCA DI ROMA, SAN FRANCISCO BRANCH, as a Short Term Lender
By ----------------------------------------------------------
Name --------------------------------------------------------
Title -------------------------------------------------------
By ----------------------------------------------------------
Name --------------------------------------------------------
Title _____________________________________________________
BANK OF AMERICA, N.A., 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, NA, 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
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THE CHASE MANHATTAN BANK, as a Short Term Lender
By ----------------------------------------------------------
Name --------------------------------------------------------
Title -------------------------------------------------------
CREDIT LYONNAIS, NEW YORK BRANCH, as a Short Term Lender
By ----------------------------------------------------------
Name --------------------------------------------------------
Title -------------------------------------------------------
THE FIFTH THIRD BANK, as a Short Term Lender
By ----------------------------------------------------------
Name --------------------------------------------------------
Title
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FIRST UNION NATIONAL BANK, as a Short Term Lender
By ----------------------------------------------------------
Name --------------------------------------------------------
Title -------------------------------------------------------
THE FUJI BANK, LIMITED, 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 -------------------------------------------------------
LASALLE BANK, NATIONAL ASSOCIATION, as a Short Term Lender
By ----------------------------------------------------------
Name --------------------------------------------------------
Title -------------------------------------------------------
MELLON BANK, N.A., as a Short Term Lender
By ----------------------------------------------------------
Name --------------------------------------------------------
Title -------------------------------------------------------
MORGAN GUARANTY TRUST COMPANY OF NEW YORK, 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
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ROYAL BANK OF CANADA, as a Short Term Lender
By
----------------------------------------------------------
Name
--------------------------------------------------------
Title
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FIRSTAR, NATIONAL ASSOCIATION, as a Short Term Lender
By
----------------------------------------------------------
Name
--------------------------------------------------------
Title
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THE SUMITOMO BANK, LIMITED, LOS ANGELES BRANCH, as a Short
Term Lender
By
----------------------------------------------------------
Name
--------------------------------------------------------
Title
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UNION BANK OF CALIFORNIA, N.A., as a Short Term Lender
By
----------------------------------------------------------
Name
--------------------------------------------------------
Title
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WESTDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK BRANCH/CAYMAN
ISLANDS BRANCH, as a Short Term Lender
By
----------------------------------------------------------
Name
--------------------------------------------------------
Title
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<PAGE>
AMENDMENT SCHEDULE I
COUNTRYWIDE HOME LOANS, INC.
Revolving Credit Facilities
Commitment Schedule
as of September 20, 2000
[TO BE PROVIDED BY THE CREDIT AGENT]