Sample Business Contracts

Credit Agreement - CWM Mortgage Holdings Inc., Independent National Mortgage Corp., Warehouse Lending Corp. of America Inc. and Countrywide Funding Corp.

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                             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."


      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

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

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

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.

      IN WITNESS WHEREOF, this Agreement has been executed as of the day and
year first above written.


By:  /s/Michael W. Perry
     Michael W. Perry
     Executive Vice President and
     Chief Operating Officer


By:  /s/Michael W. Perry
     Michael W. Perry
     President and Chief Executive Officer


By:  /s/Michael W. Perry
     Michael W. Perry


By:  /s/Stanford L. Kurland
     Stanford L. Kurland
     Senior Managing Director and
     Chief Operating Officer