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EXHIBIT 10.79
EXECUTION COPY
FOURTH AMENDMENT
TO REVOLVING CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT (the
"Amendment") is
made and dated as of December 15, 2003 by
and among COUNTRYWIDE HOME LOANS,
INC., a New York corporation (the
"Company"), the Lenders signing below, and
BANK OF AMERICA, N.A., as the Managing
Administrative Agent for the Lenders (in
such capacity, the "Managing Administrative
Agent").
RECITALS
A. Pursuant to that certain Revolving Credit Agreement dated as
of
December 17, 2001 by and among the Company,
the Lenders from time to time party
thereto, the Managing Administrative Agent,
the Administrative Agents, the
Co-Syndication Agents, the Documentation
Agent, and the Other Facility Agents
(as amended, extended and replaced from
time to time, the "Credit Agreement,"
and with capitalized terms used herein and
not otherwise defined used with the
meanings given such terms in the Credit
Agreement), the Short Term Lenders
currently party to the Credit Agreement
(the "Existing Short Term Lenders")
agreed to extend credit on a short-term
basis to the Company on the terms and
subject to the conditions set forth
therein.
B. The Short Term Lenders signing below have agreed to extend the
Short
Term Facility Maturity Date on the terms
and conditions set forth below.
NOW, THEREFORE, in consideration of the foregoing 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 Short Term Facility Maturity Date. To reflect
the
agreement of the Company and those Short
Term Lenders signing this Amendment to
extend the Short Term Facility Maturity
Date, effective as of the Effective Date
(as defined in Paragraph 6 below), the
definition of the term "Short Term
Facility Maturity Date" set forth in the
Glossary to the Credit Agreement is
hereby amended by deleting the date
"December 15, 2003" set forth therein and
replacing the same with the date "December
13, 2004."
2. Addition of New Lenders. To reflect the fact that certain
financial
institutions which are not currently Short
Term Lenders may desire to become
Short Term Lenders under the Credit
Agreement, any such financial institution
signing below as an "Applicant Financial
Institution" (and defined herein as
such) shall become a "Short Term Lender"
under the Credit Agreement as of the
Effective Date, and shall be deemed
approved by each of the Company and the
Managing Administrative Agent pursuant to
Paragraph 14(a) of the Credit
Agreement, on the following terms and
conditions:
(a) Each such Applicant Financial Institution hereby
acknowledges
and agrees that from and after the
Effective Date it will be a "Short Term
Lender" under the Credit
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2
Agreement and the other Credit Documents
with all the rights and benefits and
with all the obligations of the Short Term
Lenders thereunder.
(b) On and after the Effective Date, the Maximum Short Term
Facility Commitment and Short Term Swing
Line Commitment of each such Applicant
Financial Institution shall be consistent
with the Commitment Schedule attached
hereto as Annex 1 (the "Replacement
Commitment Schedule") and, if necessary,
each such Applicant Financial Institution
hereby agrees to purchase on the
Effective Date and to accept the assignment
and transfer of a portion of the
Maximum Short Term Facility Commitments
and, as applicable, the Short Term
Swingline Commitments held by the Existing
Short Term Lenders consistent with
the Replacement Commitment Schedule.
(c) The Managing Administrative Agent hereby waives: (1)
receipt
of any Additional Lender Agreement or
Assignment Agreement that would otherwise
be required to be executed and delivered by
such Applicant Financial Institution
pursuant to Paragraph 14(a)(2)(iii) of the
Credit Agreement, and (2) the
registration fee of $3,500.00 required to
be delivered by each Applicant
Financial Institution pursuant to Paragraph
14(a)(2)(iv) of the Credit
Agreement.
3. Reallocation of Commitments. Notwithstanding whether any
Applicant
Financial Institution becomes a "Short Term
Lender" under the Credit Agreement
on the Effective Date pursuant to Paragraph
2 above, no later than 12:30 p.m.
(Los Angeles time) on the Effective Date,
each Short Term Lender signing this
Amendment (including each Applicant
Financial Institution, if any) will pay to
the Managing Administrative Agent any
amount necessary to cause such Short Term
Lender's Short Term Facility Percentage
Share of Short Term Loans outstanding
and, as applicable, such Short Term
Lender's Short Term Swing Line Percentage
Share of Short Term Swing Loans outstanding
to be consistent with the
Replacement Commitment Schedule, and the
Managing Administrative Agent shall
thereupon remit to the Existing Short Term
Lenders, as applicable, their shares
of such funds. Fees and interest accrued
with respect to Short Term Loans and
Short Term Swing Loans to but not including
the Effective Date shall be payable
to the Existing Short Term Lenders in
accordance with their respective Short
Term Facility Percentage Shares and Short
Term Swing Line Percentage Shares, as
appropriate, in effect prior to the
Effective Date.
4. Agents. Effective as of the Effective Date, the Agents under
the
Credit Documents shall be as set forth
below:
<TABLE>
<S>
<C>
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Bank of America, N.A.
Managing Administrative Agent;
Administrative Agent
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JPMorgan Chase Bank
Administrative Agent
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Bank
One, NA
Co-Syndication Agents
Deutsche Bank
AG
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The Bank of New York
Documentation Agent
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</TABLE>
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3
5. Reaffirmation of Credit Documents. Each of the Company, the
Parent
and each Subsidiary Guarantor hereby
affirms and agrees that: (a) other than as
expressly set forth herein, the execution
and delivery by the Company, the
Parent and each Subsidiary Guarantor 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, the Parent or any Subsidiary
Guarantor, or the rights of the Lenders,
under the Credit Agreement and each
other Credit Document or any other document
or instrument made or given by the
Company, the Parent or any Subsidiary
Guarantor in connection therewith, (b) the
term "Obligations" as used in the Credit
Documents includes, without limitation,
the Obligations of the Company under the
Credit Agreement as amended hereby, and
(c) except as expressly amended hereby, the
Credit Documents remain in full
force and effect as written.
6. Effective Date. This Amendment shall be effective on and as of
the
day and year first above written (the
"Effective Date") subject to the delivery
to the Managing Administrative Agent of the
following:
(a) A copy of this Amendment, duly executed by the parties
hereto.
(b) A copy of the Short Term Facility Fee Letter, duly executed
by the Company and each of the Short Term
Lenders.
(c) If any of the Applicant Financial Institutions has
requested
a promissory note or promissory notes in
favor of such Applicant Financial
Institution as evidence of the Obligations
held by such Applicant Financial
Institution, a duly executed copy of such
promissory note or promissory notes.
(d) Such corporate resolutions, incumbency certificates and
other
authorizations from the Company, the Parent
and each Subsidiary Guarantor as the
Managing Administrative Agent may
reasonably request.
(e) A legal opinion of counsel to the Company, the Parent and
each Subsidiary Guarantor in form and
substance reasonably satisfactory to the
Agents.
(f) Evidence satisfactory to the Agents that all fees and
expenses payable to the Agents and the
Lenders prior to or on the Effective Date
have been paid in full.
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.
8. Representations and Warranties. Each of the Company, the Parent
and
each Subsidiary Guarantor hereby represents
and warrants to the Lenders and the
Managing Administrative Agent as
follows:
(a) Each of the Company, the Parent and each Subsidiary
Guarantor
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
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4
behalf of the Company, the Parent and each
Subsidiary Guarantor and constitutes
the legal, valid and binding obligation of
the Company, the Parent and each
Subsidiary Guarantor enforceable against
each such Person in accordance with its
terms.
(b) At and as of the date of execution hereof and both prior to
and after giving effect to this Amendment:
(1) the representations and
warranties of the Company, the Parent and
each Subsidiary Guarantor contained in
the Credit Agreement and each of the other
Credit Documents are accurate and
complete in all respects, (2) there has not
occurred an Event of Default or
Potential Default, (3) there has not
occurred any material adverse change in the
business, operations, assets or financial
or other condition of the Company or
of the Parent and its consolidated
Subsidiaries taken as a whole since September
30, 2003 and (4) no action, suit,
investigation or proceeding is pending or
threatened in or before any court,
arbitrator or Gover
