Credit Agreement - CWM Mortgage Holdings Inc., Independent National Mortgage Corp., Warehouse Lending Corp. of America Inc. and Countrywide Funding Corp.
AMENDED AND RESTATED
CREDIT AGREEMENT
This Amended and Restated Credit Agreement (this "Agreement") is entered
into as of the 30th day of September, 1994, by and among CWM Mortgage Holdings,
Inc., a Delaware corporation ("CWM"), Independent National Mortgage Corporation,
a Delaware corporation ("INMC"), Warehouse Lending Corporation of America, Inc.,
a Delaware corporation ("WLCA"), and Countrywide Funding Corporation, a New York
corporation ("CFC"). CWM, INMC and WLCA are jointly and severally the borrower
hereunder and may be referred to collectively herein as the "Borrower."
RECITALS
WHEREAS, CWM and CFC previously entered into that certain Credit Agreement
dated September 30, 1993 and desire to amend and restate such Credit Agreement
to incorporate the terms and conditions set forth herein;
WHEREAS, pursuant to an agreement between CWM and Countrywide Asset
Management Corporation, a sister corporation of CFC ("CAMC"), and a subcontract
between CAMC and CFC, CFC performs certain management services for CWM as CAMC
deems necessary;
WHEREAS, CFC owns 100% of the voting common stock of INMC;
WHEREAS, each of CWM, INMC and WLCA may finance a portion of each of their
operations by entering into reverse-repurchase agreements with various entities,
the terms of which may require each of them to supply additional collateral as
security for, or to partially repay, the obligation if the market value of the
collateral borrowed upon declines;
WHEREAS, the Borrower desires to borrow from CFC and CFC has agreed to
lend to the Borrower, amounts to meet these security requirements and for other
general corporate purposes under the terms and conditions specified herein.
NOW, THEREFORE, in consideration of the foregoing recitals and other
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
1. Subject to the terms and conditions hereof, CFC hereby agrees to lend to
the Borrower from time to time up to an aggregate amount of Ten Million
Dollars ($10,000,000), which amount or any portion thereof may be repaid
and reborrowed by the Borrower at any time during the term of this
Agreement.
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2. Interest at the rate specified by this Section 2 shall accrue on the unpaid
balance of the amounts borrowed under this Agreement that are outstanding
from time to time, commencing with the date hereof, and shall be due and
payable in immediately available funds on the first business day of each
month until repayment in full of the outstanding principal balance of the
amounts borrowed hereunder, together with all interest accrued and unpaid
thereon. The Borrower shall pay interest on the unpaid principal amount of
the amounts borrowed hereunder that are outstanding from time to time at a
rate equal to the "prime rate" established by Bank of America, N.T. & S.A.
from time to time, computed on the basis of the actual number of days
elapsed from the date of disbursement to but not including the date of
repayment.
3. The amounts borrowed hereunder, together with any interest accrued and
unpaid thereon, shall be due and payable, and the Borrower agrees to pay to
CFC such amounts, on or before September 30, 1995, which date shall be
extended annually for one year, successively, if notice is not given by one
party to the other, on or before the 60th day prior to September 30 of each
year, that such date shall not be so extended.
4. Advances by CFC hereunder shall be made no later than the business day
following the request of the Borrower.
5. Notwithstanding anything to the contrary herein, CFC shall not be obligated
to make advances to the Borrower hereunder to the extent that CFC would
thereby be caused to be in default under that certain Revolving Credit
Agreement, dated September 23, 1994, among CFC and various lenders, as
amended or restated from time to time.
6. The joint and several obligations of each of CWM, INMC and WLCA hereunder
are absolute, unconditional, irrevocable, present and continuing and, with
respect to any obligation to CFC hereunder, this undertaking is a guaranty
of performance of such obligation (and not of collectability) and is in no
way conditional or contingent upon the continued existence of any other
Borrower.
7. Each party hereto hereby represents and warrants that it has the requisite
power and authority to enter into this Agreement and perform its
obligations hereunder, that the execution, delivery and performance of this
Agreement has been duly authorized and that this Agreement constitutes a
legal, valid and binding obligation, enforceable against it in accordance
with its terms, subject to bankruptcy laws and other laws of general
application affecting rights of creditors.
8. This Agreement may be executed in any number of counterparts, and each such
counterpart shall be deemed to be an original.
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IN WITNESS WHEREOF, this Agreement has been executed as of the day and
year first above written.
CWM MORTGAGE HOLDINGS, INC.
By: /s/Michael W. Perry
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Michael W. Perry
Executive Vice President and
Chief Operating Officer
INDEPENDENT NATIONAL MORTGAGE CORPORATION
By: /s/Michael W. Perry
-----------------------------------------
Michael W. Perry
President and Chief Executive Officer
WAREHOUSE LENDING CORPORATION OF
AMERICA, INC.
By: /s/Michael W. Perry
-----------------------------------------
Michael W. Perry
Chairman
COUNTRYWIDE FUNDING CORPORATION
By: /s/Stanford L. Kurland
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Stanford L. Kurland
Senior Managing Director and
Chief Operating Officer
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