HOMESIDE INTERNATIONAL INC
UNSECURED REVOLVING CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>ex10-75.txt
<DESCRIPTION>UNSECURED REVOLVING CREDIT AGREEMENT
<TEXT>
                                  Exhibit 10.75

                      UNSECURED REVOLVING CREDIT AGREEMENT


     This Unsecured Revolving Credit Agreement,  dated as of July 31, 2001 (this
"Agreement"),  is entered into by and between HOMESIDE LENDING,  INC., a Florida
corporation   (the   "Borrower"),    and   NATIONAL   AUSTRALIA   BANK   LIMITED
A.C.N.004044937, an Australian corporation (the "Lender").

     This Agreement replaces that certain credit facility  established  pursuant
to an  Unsecured  Revolving  Credit  Agreement  dated  as of June  23,  1998 (as
amended,  the "Original Credit Agreement"),  and the obligations of the Borrower
to the Lender thereunder as evidenced by that certain Third Amended and Restated
Renewal Promissory Note dated June 20, 2001 (the "Renewal Note").

     The parties hereto hereby agree as follows:

    1.  Defined Terms.  As  used  in  this  Agreement, the following terms shall
        -------------
have the meanings specified below.

          "Business Day" means a day other than a Saturday,  Sunday or other day
           ------------
    on which commercial banks in New York City are authorized or required by law
    to close.

          "Maturity  Date" means July 30, 2002 or such earlier date as the Loans
           --------------
    may be due and payable pursuant to Section 4.

          "Obligations" means the unpaid principal and interest on the Loans and
           -----------
    the Note and all other  obligations  and  liabilities of the Borrower to the
    Lender  (including,  without  limitation,  interest  accruing  at  the  then
    applicable  rate  provided  in the Note after the  maturity of the Loans and
    interest accruing at the then applicable rate provided in the Note after the
    filing of any petition in bankruptcy, or the commencement of any insolvency,
    reorganization or like proceeding,  relating to the Borrower, whether or not
    a claim  for  post-filing  or  post-petition  interest  is  allowed  in such
    proceeding),  whether direct or indirect,  absolute or contingent, due or to
    become due, or now  existing or hereafter  incurred,  which may arise under,
    out of, or in connection  with, this Agreement,  the Loans, the Note, or any
    other document  made,  delivered or given in connection  therewith,  in each
    case whether on account of principal,  interest,  fees, indemnities,  costs,
    expenses  or  otherwise  (including,   without  limitation,   all  fees  and
    disbursements  of counsel to the Lender that are  required to be paid by the
    Borrower pursuant to the terms of this agreement.

          "Regulatory  Limitation"  means any lending limit or other  limitation
           ----------------------
    imposed  by  regulatory  bodies  having  jurisdiction  over  the  Lender  or
    Borrower, including without limitation, the Reserve Bank of Australia, which
    would limit or prohibit the extension of the credit contemplated  hereby, as

<PAGE>

    the same may be waived or modified from time to time.

          "Step-down Date" means January 31, 2002.
           --------------

    2.  Amount and Terms of Loans. Subject to the  Regulatory Limitation and the
        -------------------------
        terms  and  conditions  hereof,  and so long as no Event of Default  (as
        defined  herein) has  occurred and is  continuing,  the Lender agrees to
        make revolving  credit  loans (the "Loans") to the Borrower from time to
                                            -----
        time as follows:

        (a)   during the period from the date on which all of the conditions set
              forth in  Section 7 hereof  have been  satisfied  through  but not
              including the Step-down Date, in an aggregate principal amount not
              to exceed $2,420,000,000 outstanding at any time; and

        (b)   during  the  period   commencing   with  the  Step-down  Date  and
              continuing  through the Maturity  Date, in an aggregate  principal
              amount not to exceed $1,920,000,000 outstanding at any time.

         The Loans are evidenced by a promissory note (the "Note") of the
Borrower, substantially in the form of Exhibit A, executed and delivered to
Lender simultaneously herewith. The Borrower hereby unconditionally promises to
pay to the Lender on the Maturity Date the then unpaid principal amount of the
Loans outstanding, together with any accrued and unpaid interest. The Borrower
hereby further agrees to pay interest on the unpaid principal amount of the
Loans from time to time outstanding until payment in full thereof at the rates,
and on the dates, set forth in the Note. The Loans may be borrowed on any
Business Day upon notice to the Lender prior to 3:00 p.m. New York City time on
the date of such borrowing (which notice shall be accompanied by such
information as shall be reasonably requested by the Lender) and may be prepaid
at any time without premium or penalty.

         The proceeds of the initial funding hereunder shall first be applied to
the payment in full of all amounts outstanding under the Original Credit
Agreement and Renewal Note, an upon such payment the Original Credit Agreement
will terminate and the Renewal Note will be satisfied.

    3.  Covenants.  The  Borrower  agrees  that,  so long as any amount is owing
        ----------
to the Lender  hereunder  or under the Note,  the Borrower shall:

        (a)   Furnish to the Lender  within 90 days after the end of each fiscal
              year  of  the  Borrower  a  copy  of  the   Borrower's   year  end
              consolidated balance sheet, the related consolidated statements of
              income and retained  earnings,  and statements of cash flows. Such
              financial statements shall be complete and correct in all material
              respects and shall be prepared in reasonable detail.

                                       2
<PAGE>

        (b)   Preserve,  renew and keep in full force and  effect its  corporate
              existence  and take all  reasonable  action to maintain all rights
              and privileges necessary in the normal conduct of its business.

        (c)   Keep proper books of record and account relating to the Borrower's
              business.

        (d)   Maintain  at all  times its  status  as a FNMA and FHLMC  approved
              Seller/Servicer,  a GNMA  approved  Issuer/Servicer,  a HUD Direct
              Endorsement  Lender,  a VA  approved  Lender  and an FHA  approved
              Lender in good standing.

        (e)   Comply with all covenants of Borrower as set forth in that certain
              Revolving  Credit  Agreement  dated as of October  16, 2000 by and
              among the Borrower,  the several  lenders party  thereto,  and The
              Chase  Manhattan  Bank, as  Administrative  Agent  thereunder (the
              "Chase Credit Agreement").

    4.  Events  of  Default;  Remedies.  If  (a)  the Borrower shall fail to pay
        ------------------------------
any principal of the Loans when due in  accordance  with the terms hereof and of
the Note,  or (b) the Borrower  shall fail to pay any interest on the Loans,  or
any other amount payable hereunder or under the Note, within five days after any
such interest or other amount  becomes due in accordance  with the terms thereof
or hereof, or (c) the Borrower shall default in the observance or performance of
any  other  agreement  contained  in  this  Agreement  or in  the  Chase  Credit
Agreement,  and any such default described in this paragraph 4(c) shall continue
un-remedied for a period of 10 days, or (d) any  representation or warranty made
by the  Borrower  herein,  in the Chase  Credit  Agreement,  or in any  document
delivered  by the Borrower in  connection  herewith or which is contained in any
certificate,  document,  or financial or other statement  furnished by it at any
time under or in connection with this Agreement or any such other document shall
prove to have been  incorrect in any material  respect on or as of the date made
or  deemed  made,  and the  facts or  circumstances  in  respect  of which  such
representation  or  warranty  was  incorrect  have  not  changed  to  make  such
representation  or  warranty  correct  within 30 days after it was made,  or (e)
cease to be a direct or indirect  subsidiary of National Australia Bank Limited;
THEN,  the Lender may by notice to the Borrower  declare the  commitment  of the
Lender to make Loans  hereunder  to be  terminated  and the Loans (with  accrued
interest  thereon) and all other amounts owing under this Agreement and the Note
to be due and payable forthwith, whereupon the same shall immediately become due
and payable.  The Borrower  hereby waives  presentment,  demand,  protest or any
notice  (to the  maximum  extent  permitted  by  applicable  law) of any kind in
connection with this Agreement.

    5.  Payment  of  Expenses.  The  Borrower agrees (a) to pay or reimburse the
        -------------------
Lender for all its out-of-pocket  costs and expenses incurred in connection with
the development,  preparation and execution of, and any amendment, supplement or
modifications to this Agreement and the Note and any other documents prepared in
connection herewith or therewith, and the consummation and administration of the
transactions contemplated hereby and thereby, including, without limitation, the
reasonable  fees  and  disbursements  of  counsel  to the  Lender,  (b) to  pay,
indemnify,  and hold the Lender  harmless from, any and all recording and filing
fees and any and all liabilities with respect to, or resulting from any delay in
paying,  stamp,  excise  and  other  taxes,  if any,  which  may be  payable  or
determined  to be payable in  connection  with the execution and delivery of, or


                                       3
<PAGE>

consummation or  administration  of any of the transactions  contemplated by, or
any amendment,  supplement or modification of, or any waiver or consent under or
in respect of, this Agreement, the Note and any such other documents, and (c) to
pay, indemnify,  and hold the Lender harmless from and against any and all other
liabilities,  obligations, losses, damages, penalties, actions judgments, suits,
costs,  expenses or disbursements of any kind or nature  whatsoever with respect
to the execution, delivery, enforcement,  performance and administration of this
Agreement,  the Note and any such other  documents  (all the  foregoing  in this
clause (c),  collectively,  the  "Indemnified  Liabilities"),  provided that the
Borrower  shall  have no  obligation  hereunder  to the Lender  with  respect to
Indemnified  Liabilities arising from the gross negligence or willful misconduct
of the Lender.

    6.  Representations and Warranties.   On  and  as  of  the  date hereof, the
        ------------------------------
Borrower represents and warrants to the Lender that:

        (a)   The Borrower (i) is duly organized,  validly  existing and in good
              standing  under  the laws of the  State of  Florida,  (ii) has the
              corporate  power and  authority,  and the legal right,  to own and
              operate its property,  to lease the property it operates as lessee
              and to conduct the business in which it is currently engages,  and
              (iii) is duly  qualified  and in good  standing  under the laws of
              each jurisdiction  where its conduct of its business requires such
              qualification,  except to the  extent  that the  failure  to be so
              qualified  or in  good  standing  could  not,  in  the  aggregate,
              reasonably be expected to have a material adverse effect.

        (b)   The Borrower has the corporate power and authority,  and the legal
              right,  to make,  deliver and perform its  obligations  under this
              Agreement  and  has  taken  all  necessary   corporate  action  to
              authorize the  borrowings  under the terms and  conditions of this
              Agreement  and the Note and to authorize the  execution,  delivery
              and performance of this Agreement. No consent or authorization of,
              filing  with,  notice  to or  other  act by or in  respect  of any
              governmental   authority  or  any  other  person  is  required  in
              connection  with the  borrowings  hereunder or with the execution,
              delivery,   performance,   validity  or   enforceability  of  this
              Agreement.  This Agreement  constitutes a legal, valid and binding
              obligation  of the  Borrower  enforceable  against the Borrower in
              accordance  with its terms,  subject to the effects of bankruptcy,
              insolvency, fraudulent conveyance, reorganization,  moratorium and
              other  similar  laws  relating to or  affecting  creditors  rights
              generally,  general equitable  principles (whether considered in a
              proceeding  in equity or at law) and an implied  covenant  of good
              faith and fair dealing.

        (c)   Insofar as the  Borrower's  capacity  to carry out any  obligation
              under  this  Agreement  is  concerned,  the  Borrower  is  not  in
              violation  of  any  provision  of  any  charter,   certificate  of
              incorporation,    by-law,   mortgage,   indenture,   indebtedness,
              agreement,  instrument,  judgment,  decree, order, statue, rule or
              regulation,  and there is no such provision that adversely affects
              the  Borrower's  capacity  to  carry  out  such  obligations.  The
              Borrower's   execution  of,  and  performance  pursuant  to,  this


                                       4
<PAGE>

              Agreement,  including the borrowings  hereunder and the use of any
              proceeds thereof, shall not result in any such violation.

        (d)   The  Obligations   represent  general   unsecured   unsubordinated
              indebtedness  of the Borrower  that rank pari passu with all other
              general unsecured unsubordinated indebtedness of the Borrower.

Each request by the Borrower that a Loan be made hereunder, and each borrowing
thereof, shall constitute a representation and warranty by the Borrower on the
date thereof that all such representations and warranties set forth in the
preceding sentence are true and correct in all material respects as if made on
such date

    7.  Conditions  to  Effectiveness.   This  Agreement  shall  be   considered
        -----------------------------
effective  as of the  date on which  the  Lender  receives  (i) the  Note,  duly
executed and delivered by a duly  authorized  officer of the Borrower,  and (ii)
certified  copies of the  resolutions  of the Board of Directors of the Borrower
authorizing   this  Agreement  and  the   borrowings   and  security   interests
contemplated hereby.

    8.  Counterparts.  This  Agreement  may  be  executed  by one or more of the
        ------------
parties  hereto  in  any  number  of  separate  counterparts  and  all  of  said
counterparts  taken  together  shall be  deemed to  constitute  one and the same
instrument.

    9.  GOVERNING  LAW. THIS AGREEMENT  SHALL BE GOVERNED BY, AND CONSTRUED  AND
        --------------
INTERPRETED  IN ACCORDANCE  WITH, THE LAWS OF THE STATE OF NEW YORK.

    10. Notices.  All notices, requests and demands to  or  upon  the respective
        -------
parties  hereto to be  effective  shall be in writing  (including  by  facsimile
transmission) and, unless otherwise  expressly provided herein,  shall be deemed
to have  been  duly  given  or made (a) in the case of  delivery  by hand,  when
delivered, (b) in the case of delivery by mail, three days after being deposited
in the mails,  postage  prepaid,  or (c) in the case of  delivery  by  facsimile
transmission,  when sent and receipt has been confirmed, addressed as follows in
the case of the  Borrower,  and the  Lender or to such  other  address as may be
hereafter notified by the respective parties hereto:

        The Borrower:                      HomeSide Lending, Inc.
                                           7301 Baymeadows Way
                                           Jacksonville, FL 32256
                                           Attention: W. Blake Wilson
                                           Fax: 904-281-7766

        The Lender:                        National Australia Bank Limited
                                           200 Park Avenue, 34th Floor
                                           New York, NY  10166
                                           Attention:  Michael G. McHugh
                                           Fax:  212-983-1969


                                       5
<PAGE>

provided  that any notice,  request or demand to or upon the Lender shall not be
--------
effective until received.

    11. Submission  To  Jurisdiction  Waivers.  The  Borrower hereby irrevocably
        -------------------------------------
and  unconditionally (a) submits for itself and its property in any legal action
or proceeding  relating to this Agreement and the Note, or for  recognition  and
enforcement of any judgment in respect  thereof,  to the  non-exclusive  general
jurisdiction  of the  Courts of the State of New York,  the courts of the United
States of America for the Southern  District of New York,  and appellate  courts
from any thereof (b) consents that any such action or proceeding  may be brought
in such courts and waives any objection that it may now or hereafter have to the
venue of any such action or  proceeding in any such court or that such action or
proceeding was brought in an inconvenient court and agrees not to plead or claim
the same,  (c) agrees that  service of process in any such action or  proceeding
may be effected by mailing a copy thereof by  registered  or certified  mail (or
any substantially similar form of mail), postage prepaid, to the Borrower at its
address set forth in section 10 of this  Agreement  or at such other  address of
which the Lender  shall have been  notified  pursuant  thereto,  (d) agrees that
nothing  herein shall affect the right to effect service of process in any other
manner  permitted  by  law or  shall  limit  the  right  to  sue  in  any  other
jurisdiction,  and (e) waives,  to the maximum extent not prohibited by law, any
right it may have to claim or recover in any legal action or proceeding referred
to in this subsection any special, exemplary, punitive or consequential damages.

    12. WAIVERS  OF  JURY   TRIAL.  THE   BORROWER   AND   THE   LENDER   HEREBY
        ------------------------
IRREVOCABLY  AND  UNCONDITIONALLY  WAIVE  TRIAL BY JURY IN ANY  LEGAL  ACTION OR
PROCEEDING  RELATING TO THIS  AGREEMENT  OR ANY OTHER LOAN  DOCUMENT AND FOR ANY
COUNTERCLAIM THEREIN.

        IN WITNESS WHEREOF, the parties hereto have caused this Agreement  to be
executed and delivered by their  respective duly  authorized  officers as of the
date first above written.

                                     HOMESIDE LENDING, INC.



                                     By:
                                         ---------------------------------------
                                               Its Authorized Officer


                                     NATIONAL AUSTRALIA BANK LIMITED
                                     A.C.N.004044937



                                     By:
                                         ---------------------------------------
                                               Its Authorized Officer



                                       6


</TEXT>
</DOCUMENT>
