3rd Amendment To Facility I Credit Agreement

Exhibit 10.6


THIRD AMENDMENT TO
FACILITY I CREDIT AGREEMENT
---------------------------


THIS THIRD AMENDMENT TO FACILITY I CREDIT AGREEMENT dated as of March 15, 1996 (this "Amendment") is made by and among CWM MORTGAGE HOLDINGS, INC., a Delaware corporation ("CWM"), INDEPENDENT NATIONAL MORTGAGE CORPORATION, a Delaware corporation ("INMC"), and INDEPENDENT LENDING CORPORATION, a Delaware corporation ("ILC" and, together with CWM and INMC, the "Companies"), FIRST UNION NATIONAL BANK OF NORTH CAROLINA, a national banking association ("First Union"), in its individual capacity, THE BANK OF NEW YORK, a New York banking corporation ("BNY"), CREDIT LYONNAIS, CAYMAN ISLANDS BRANCH, a
-------------- ("Credit Lyonnais"), DRESDNER BANK AG, LOS ANGELES AGENCY AND GRAND CAYMAN BRANCH, a ("Dresdner"), THE FIRST NATIONAL BANK OF CHICAGO, a
---------------- national banking association ("FNB Chicago"), GUARANTY FEDERAL BANK F.S.B., a
("Guaranty Federal"), HIBERNIA NATIONAL BANK, a national banking - ------------- association ("Hibernia"), NATWEST BANK N.A., a national banking association ("NatWest"), and NATIONSBANK OF TEXAS, N.A., a national banking association ("NationsBank") (First Union in its individual capacity, BNY, Credit Lyonnais, Dresdner, FNB Chicago, Guaranty Federal, Hibernia, NatWest and NationsBank, each together with its permitted successors and assigns, a "Lender" and, collectively, the "Lenders"), and First Union as administrative agent for the Lenders (in such capacity, the "Administrative Agent").


STATEMENT OF PURPOSE
--------------------


WHEREAS, each of the parties hereto is a party to a Facility I Credit Agreement dated as of May 30, 1995, as amended by a First Amendment to Facility I Credit Agreement dated as of September 25, 1995 and by a Second Amendment to Facility I Credit Agreement dated as of January 4, 1996 (as so amended, the "Credit Agreement"); and


WHEREAS, the parties hereto wish to amend the Credit Agreement to provide for the modification of various terms and covenants thereof; and


WHEREAS, subject to and upon the terms and conditions herein set forth, the Lenders are willing to make available, and to continue to make available, to the Companies the credit facilities provided for in the Credit Agreement, as amended hereby;


NOW, THEREFORE, in consideration of the premises and agreements contained herein, and for good and valuable consideration, the receipt and sufficiency of which are acknowledged by the parties hereto, the parties hereto hereby agree as follows:


1. All capitalized terms used herein and not otherwise defined shall have the respective meanings provided to such terms in the Credit Agreement, as amended hereby.


2. Paragraph 1(a) of the Credit Agreement is hereby deleted in its entirety and the following paragraph is hereby substituted in lieu thereof:


"1(a) Lending Limit. Subject to the conditions set forth
--------------
herein, the Lenders severally agree that they shall, from time to time up
to and including the Business Day immediately preceding the Maturity Date,
advance and readvance their respective Percentage Shares of loans (the
"Tranche A Loans" or a "Tranche A Loan") to the Companies in amounts not to
exceed, in the aggregate at any one time outstanding (determined after
giving effect to the other transactions contemplated by the Loan Request
pursuant to which the applicable Tranche A Loan was requested), the lesser
of:


(1) The Aggregate Tranche A Credit Limit; and


(2) The Collateral Value of the Tranche A Borrowing Base minus
the aggregate dollar amount of Swing Line Loans outstanding which have been
identified by the Companies in the applicable Loan Request as being
scheduled for repayment by Tranche A Loans (and which are not being repaid
by any Tranche A Loan requested).


Provided, however, that notwithstanding anything contained herein to the
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contrary, at no time may the sum of all Tranche A Loans outstanding, all
Tranche B Loans outstanding and all Swing Line Loans outstanding exceed the
Aggregate Facility Commitment at such time."


3. Paragraph 2(a) of the Credit Agreement is hereby deleted in its entirety and the following paragraph is hereby substituted in lieu thereof:


"2(a) Lending Limit. Subject to the conditions set forth herein,
-------------
the Lenders severally agree that they shall, from time to time up to and
including the Business Day immediately preceding the Maturity Date, advance
and readvance their respective Percentage Shares of loans (the "Tranche B
Loans" or a "Tranche B Loan") to the Companies in amounts not to exceed, in
the aggregate at any one time outstanding (determined after giving effect
to the other transactions contemplated by the Loan Request pursuant to
which the applicable Tranche B Loan was requested), the lesser of:


(1) The Aggregate Tranche B Credit Limit; and


(2) The Collateral Value of the Tranche B Borrowing Base minus
the aggregate dollar amount of Swing Line Loans outstanding which have been
identified by the Companies in the applicable Loan Request as being
scheduled for repayment by Tranche B Loans (and which are not being repaid
by any Tranche B Loan requested).


Provided, however, that notwithstanding anything contained herein to the
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contrary, at no time may the sum of all Tranche A Loans outstanding, all
Tranche B Loans outstanding and all Swing Line Loans outstanding exceed the
Aggregate Facility Commitment at such time."


4. The following provisions are hereby added as a new Paragraph 2A of the Credit Agreement:


"2A. Swing Line Facility.
-------------------


2A(a) Swing Line Lending Limit. Subject to the conditions set forth
------------------------ herein, First Union agrees that it shall, from time to time up to and including the Business Day immediately preceding the Maturity Date, advance and readvance loans (the "Swing Line Loans" or a "Swing Line Loan") to the Companies in amounts not to exceed, in the aggregate at any one time outstanding, the lesser of:


(1) The Maximum Swing Line Commitment; and


(2) (i) The sum of (A) the Collateral Value of the Tranche A
Borrowing Base and (B) the Collateral Value of the Tranche B Borrowing
Base, minus (ii) the aggregate dollar amount of Regular Loans outstanding;
-----


Provided, however, that: - -------- -------


i. In calculating the availability of Swing Line Loans under
this Paragraph 2A(a) at any date, the aggregate amount of Swing Line Loans
outstanding shall not include any Swing Line Loans which will be repaid
with Regular Loans to be advanced on such date in accordance with the terms
of this Agreement;

ii. Notwithstanding anything contained herein to the contrary,
at no time may the sum of all Tranche A Loans outstanding, all Tranche B
Loans outstanding and all Swing Line Loans outstanding exceed the Aggregate
Facility Commitment at such time; and


iii. Notwithstanding anything contained herein to the contrary,
at no time may (A) the sum of all Swing Line Loans outstanding which have
been identified by the Companies in the applicable Loan Request as being
scheduled for repayment by Tranche A Loans, plus all Tranche A Loans
outstanding, exceed the lesser of the Collateral Value of the Tranche A
Borrowing Base or the Aggregate Tranche A Credit Limit; or (B) the sum of
all Swing Line Loans outstanding which have been identified by the
Companies in the applicable Loan Request as being scheduled for repayment
by Tranche B Loans, plus all Tranche B Loans outstanding, exceed the lesser
of the


Collateral Value of the Tranche B Borrowing Base or the Aggregate Tranche B
Credit Limit.


2A(b) Interest Rate. Each Swing Line Loan shall bear interest at the
------------- Applicable Corporate Rate which corresponds to the type of Regular Loan identified by the Companies in the applicable Loan Request as being scheduled to repay such Swing Line Loan.


2A(c) Payment of Interest. The Companies shall pay to the Administrative Agent for distribution to First Union interest on Swing Line Loans outstanding hereunder from the date disbursed to but not including the day of payment or refunding pursuant to Paragraph 2A(d) below. Interest on Swing Line Loans shall be payable monthly, in arrears, as provided in Paragraph 3(l) below.


2A(d) Refunding of Swing Line Loans. Upon demand by First Union,
----------------------------- Swing Line Loans shall be refunded or participations therein acquired, as applicable, in accordance with the following provisions. Such refunding or acquisition will occur no later than 4:00 p.m. (Charlotte, North Carolina time) on the day of such demand if made before 2:00 p.m. (Charlotte, North Carolina time) and no later than 12:00 noon (Charlotte, North Carolina time) on the next succeeding Business Day if demand therefor is made after 2:00 p.m. (Charlotte, North Carolina time).


(1) Prior to the occurrence of an Event of Default or Potential
Default, Swing Line Loans shall be refunded by the Lenders. Such refundings
shall be made by the Lenders in accordance with their respective Percentage
Shares and shall, thereafter, be reflected as actual Regular Loans of the
Lenders on the books and records of the Administrative Agent. The type of
Regular Loan made by the Lenders in connection with the refunding of any
Swing Line Loan shall be the type of Loan identified by the Companies in
the Loan Request for such Swing Line Loan as being scheduled to repay such
Swing Line Loan.


(2) After the occurrence of any Event of Default or Potential
Default, each Lender (other than First Union) shall irrevocably and
unconditionally purchase from First Union, without recourse or warranty
(except that such outstanding Swing Line Loans in fact were made in
accordance with the provisions of this Agreement, and are not subject to
any Liens arising out of any act of First Union), an undivided interest and
participation in any Swing Line Loans then outstanding, by paying to First
Union, in dollars immediately available to First Union, an amount equal to
such Lender's Percentage Share of such Swing Line Loans, and thereafter,
except as otherwise provided in the second succeeding sentence, the
Lenders' respective interests in such Swing Line Loans, and the remaining
interest of First Union in such Swing Line Loans, shall in all respects be
treated as Regular Loans under this Agreement of the type identified by the
Companies in the Loan Request for such Swing Line Loan as being scheduled
to repay such Swing Line Loan, but such Swing Line


Loans shall continue to be evidenced by the Note which evidences the Swing
Line Loans. If any Lender does not pay any amount which it is required to
pay to First Union, First Union shall be entitled to recover such amount on
demand from such Lender, together with interest thereon, at the Applicable
Corporate Rate, for each day from the date of such demand, if made prior to
2:00 p.m. (Charlotte, North Carolina time) on any Business Day, or, if made
after 2:00 p.m. from the next Business Day following the date of such
demand, until the date such amount is paid to First Union by such Lender.
If such Lender does not pay such amount forthwith upon First Union's demand
therefor, and until such time as such Lender makes the required payment,
First Union shall be deemed to continue to have outstanding a Swing Line
Loan in the amount of such unpaid participation obligation for all purposes
of this Agreement other than those provisions requiring such other Lender
to purchase a participation therein. First Union shall upon the request of
such Lender, furnish to such Lender a participation certificate evidencing
the participation purchased by such Lender.


(3) [Intentionally Omitted].


(4) Notwithstanding anything contained in this Agreement to the
contrary, no Lender shall be obligated to refund or acquire a participation
interest in any Swing Line Loans made by First Union unless (i) First Union
believed in good faith that all conditions specified in Paragraph 2A(a)
above and Paragraph 5 below to the making of such Swing Line Loans were
satisfied at the time such Swing Line Loans were made, or (ii) such Lender
had actual knowledge that any such condition had not been satisfied and
failed to notify First Union in writing prior to the time First Union made
such Swing Line Loan that First Union was not authorized to make a Swing
Line Loan until such condition had been satisfied, or (iii) the
satisfaction of any such condition that was not satisfied had been waived
by the requisite Lenders in accordance with the provisions of this
Agreement, or the making of such Swing Line Loan in the face of such non-
satisfied condition or conditions ha ...