SECOND AMENDED AND RESTATED RENEWAL PROMISSORY NOTE
$2,500,000,000 June 21, 2000
San Antonio, Texas
This Second Amended and Restated Renewal Promissory Note renews that
certain Amended and Restated Promissory Note dated as of June 22, 1999 in the
original principal amount of $2,500,000,000 by HomeSide Lending, Inc., as maker,
in favor of National Australia Bank Limited, as payee, the original of which is
affixed hereto.
FOR VALUE RECEIVED, HOMESIDE LENDING, INC., a Florida corporation (the
"Borrower"), hereby unconditionally promises to pay to the order NATIONAL
AUSTRALIA BANK LIMITED A.C.N.004044937 (the "Lender") on June 20, 2001 (the
"Maturity Date") at the office of the Lender at 200 Park Avenue, 34th Floor, New
York, New York 10166 in lawful money of the United States of America and in
immediately available funds, the lesser of (a) TWO BILLION FIVE HUNDRED MILLION
DOLLARS ($2,500,000,000) or (b) the aggregate unpaid principal amount of the
Loans made by the Lender pursuant to that certain Unsecured Revolving Credit
Agreement, dated as of June 23, 1998, as amended by that certain First Amendment
to Unsecured Revolving Credit Agreement, dated as of June 22, 1999, as further
amended by that certain Second Amendment to Unsecured Revolving Credit
Agreement, dated as of June 21, 2000 (as amended, the "Credit Agreement"), among
the Borrower and the Lender. All capitalized terms used herein and not otherwise
defined herein shall have the meanings assigned thereto in the Credit Agreement,
as amended.
The Borrower promises to pay interest to the Lender on the unpaid
principal amount hereof (whether at the stated maturity, by acceleration or
otherwise, and including, without limitation, after the filing of any petition
in bankruptcy or the commencement of any insolvency, reorganization or like
proceedings, relating to the Borrower whether or not a claim for post-filing or
post-petition interest is allowed in such proceeding) on the last Business Day
of each Interest Period (as defined below) and on the Maturity Date.
Interest shall accrue on the outstanding principal balance of this Note
from the date of each advance hereunder at such rate as may be elected by
Borrower in accordance with the terms hereof.
For Libor-based borrowings, the Borrower may elect to pay interest on
all or a portion of the outstanding principal hereunder for periods of 7, 30, 60
or 90 days (each an "Interest Period") at the Libor Rate (as defined below). The
Borrower may make such election by delivering written notice thereof to the
Lender at least two business days before the commencement of the Interest Period
for each Libor-based borrowing. The notice shall state: (i) the date upon which
the Interest Period shall commence (which must be a Business Day); (ii) whether
such Interest Period shall be for 7, 30, 60 or 90 days; (iii) whether the
Borrower wishes for interest to accrue at the Libor Rate during the term of the
Interest Period; and (iv) the aggregate principal amount which shall bear
interest at the Libor Rate (which amount is referred to herein as the "Libor
Amount"). If the Borrower duly elects for interest to accrue hereunder at the
Libor Rate, then interest shall accrue at the Libor Rate on the applicable Libor
Amount during the applicable Interest Period. Any election hereunder shall be
irrevocable during the term of the Interest Period, and no Interest Period
elected hereunder shall extend beyond the Maturity Date.
As used herein, the Libor Rate applicable to any Interest Period shall
be the offered rate for deposits in United States dollars in the London
Interbank market for a period of 7, 30, 60, or 90 days (as applicable) which
appears on the Reuters Screen LIBO Page as of 11:00 a.m. (Eastern time) on the
first Business Day of the applicable Interest Period. If at least two such
offered rates appear on the Reuters Screen LIBO Page, the rate will be the
arithmetic mean of such offered rates.
In addition, the Borrower may borrow hereunder on an overnight basis
(each such advance, an "Overnight Borrowing") by delivering notice thereof to
the Lender before 3:00 p.m. on any Business Day (the "Overnight Borrowing
Notice"). The Overnight Borrowing Notice shall be by telephone to the Lender's
New York money desk, with written confirmation by facsimile by the end of the
same Business Day. Overnight Borrowings shall bear interest at a rate (the
"Overnight Rate") as determined by Lender and Borrower at the time of the
Overnight Borrowing Notice. The written confirmation of the Overnight Borrowing
Notice shall state: (i) the date of the Overnight Borrowing (which must be a
Business Day); (ii) the Overnight Rate; and (iii) the aggregate principal amount
of the Overnight Borrowing.
Any principal, interest or any other amount hereunder which is not paid
when due (whether as stated, by acceleration or otherwise) shall, to the extent
permitted by law, thereafter bear interest at the rate per annum 2% above the
rate described above, payable on demand. Interest shall be calculated on the
basis of a year of 360 days for actual days elapsed. All payments to be made
hereunder shall be made free and clear of any deduction for any present or
future taxes or similar charges imposed by any jurisdiction in connection with
this Note.
The holder of this Note is authorized to endorse the date and principal
amount of each Loan made by the Lender pursuant to the Credit Agreement, the
date and amount of each payment or prepayment hereof, on Schedule A annexed
hereto and made a part hereof, or on a continuation thereof which shall be
attached hereto and made a part hereof, which endorsement shall constitute prima
facie evidence of the accuracy of the information endorsed, provided, that the
failure to make any such endorsement shall not affect the obligations of the
Borrower under this Note.
This Note is the Note referred to in the Credit Agreement and is
entitled to the benefits thereof. Upon the occurrence of any one or more of the
Events of Default specified in the Credit Agreement, all amounts then remaining
unpaid on this Note shall become, or may be declared to be immediately due and
payable, all as provided therein. All parties now and hereafter liable with
respect to this Note, whether as market, principal, surety, guarantor, endorser
or otherwise, hereby waive presentment, demand, protest and all other notices of
any kind.
This Note shall be governed by, and construed and interpreted in
accordance with, the law of the State of New York.
HOMESIDE LENDING, INC.
By:
As Its: _________________
<PAGE>
Schedule A to Note
LOANS AND PAYMENTS OF PRINCIPAL
Principal Amount of Unpaid Principal Notations made
Date Amount of Loans Principal Paid Balance by
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