COUNTRYWIDE CREDIT INDUSTRIES INC
REVOLVING CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.8.8
<SEQUENCE>11
<FILENAME>0011.txt
<DESCRIPTION>REVOLVING CREDIT AGREEMENT
<TEXT>


<PAGE>


                     SHORT TERM FACILITY EXTENSION AMENDMENT

                                (September, 2000)

                  THIS SHORT TERM FACILITY EXTENSION AMENDMENT (the "Amendment")
is made and dated as of the 20th day of September, 2000 by and among COUNTRYWIDE
HOME LOANS,  INC. (the  "Company"),  COUNTRYWIDE  CREDIT  INDUSTRIES,  INC. (the
"Parent"),  the undersigned financial  institutions  constituting the Short Term
Lenders  under (and as that term and  capitalized  terms not  otherwise  defined
herein are defined in) the  Revolving  Credit  Agreement  described  below,  and
BANKERS TRUST COMPANY, as Credit Agent (in such capacity, the "Credit Agent").

                                    RECITALS

                  A. Pursuant to that certain  Revolving  Credit Agreement dated
as of September 24, 1997 by and among the Company,  the Lenders  party  thereto,
including,  without  limitation,  the Short Term  Lenders,  the Credit Agent and
others (as  amended,  extended and replaced  from time to time,  the  "Revolving
Credit  Agreement"),  the Short  Term  Lenders  agreed  to extend  credit to the
Company in the form of a 364-day revolving credit facility.

                  B. The  Company  has  requested  that the Short  Term  Lenders
currently party to the Revolving Credit Agreement agree to extend the Short Term
Facility  Maturity Date and certain of such Short Term Lenders have agreed to do
so on the terms and subject to the conditions set forth herein.

                  NOW, THEREFORE, in consideration of the above 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 Current Short Term Facility  Maturity Date. To
reflect the agreement of the Short Term Lenders to extend the current Short Term
Facility Maturity Date, effective as of the Amendment Effective Date (as defined
in Paragraph 9 below), the definition of "Short Term Facility Maturity Date" set
forth in the  Glossary  attached to the  Revolving  Credit  Agreement  is hereby
amended to delete the date "September 20, 2000" appearing therein and to replace
the same with the date "September 19, 2001".

         2.  Permitted  Conversion  of  Short  Term  Facility.  To  reflect  the
agreement  of the parties to permit the Company to convert  amounts  outstanding
under the  revolving  credit  facility  made  available by the Short Term Lender
under  Paragraph  1(b) of the Revolving  Credit  Agreement to a term loan on the
Short Term Facility Maturity Date, effective as of Amendment Effective Date:

                  (a) Paragraph 3(a) of the Revolving Credit Agreement is hereby
amended to insert  the phrase  "and,  in the case of the Short Term  Loans,  the
provisions of Paragraph 3(c) below" immediately following the phrase "Subject to
the provisions Paragraph 3(b) below" in the first and second lines thereof.

     (b) A new Paragraph 3(c) is hereby added to the Revolving  Credit Agreement
     to read
in its entirety as follows:

                  "3(c)    Short Term Facility Term-Out Provisions.
                           ---------------------------------------

                           (1)  Notwithstanding  anything contained in Paragraph
         3(a) above,  upon written request for such final extension given by the
         Company to the Credit Agent no later than thirty (30) days prior to the
         then current Short Term Facility  Maturity Date, the Short Term Lenders
         shall,  subject to the conditions  precedent set forth below,  agree to
         extend the then current Short Term Facility Maturity Date for one final
         time to the date  which is the 364th  day  following  the then  current
         Short Term  Facility  Maturity  Date (the  "Final  Short Term  Facility
         Maturity  Date") and to permit the  Company  to convert  the  aggregate
         principal  amount of Short Term Loans  outstanding  on the then current
         Short  Term  Facility  Maturity  Date (or such  portion  thereof as the
         Company may designate) into a non-revolving,  non-amortizing  term loan
         (the "Short Term Facility Term-Out Loan").

                           (2)  As  conditions  precedent  to the  right  of the
         Company to convert  Short  Term Loans  outstanding  into the Short Term
         Facility Term-Out Loan on the then current Short Term Facility Maturity
         Date, on and as of the then current Short Term Facility Maturity Date:

     (i) The  representations  and  warranties  of the  Company  and the  Parent
     contained  in the Credit  Documents  shall be accurate  and complete in all
     respects;

     (ii) There shall not have occurred and be continuing a Potential Default or
     an Event of Default; and
                                    (iii)    Following    the    conversion   of
                  outstanding  Short Term  Loans  into the Short  Term  Facility
                  Term-Out Loan, the aggregate amount of Loans outstanding shall
                  not exceed the  applicable  limitations  of  Paragraphs  1(a),
                  1(c), 1(d) and 1(e) above.

                           (3)  The  Short  Term  Facility  Term-Out  Loan  (and
         portions thereof  outstanding)  shall be considered  "Direct Loans" for
         all purposes of this  Agreement,  including,  without  limitation,  for
         purposes  of  computation  of  interest  on the  outstanding  principal
         balance thereof as provided in Paragraph 4(a) below.

                           (4) The  outstanding  principal  balance of the Short
         Term Facility Term-Out Loan shall be payable in full on the Final Short
         Term Facility Maturity Date."

                  (c)  The  definition  of the  term  "Loan"  set  forth  in the
Glossary  is hereby  amended  to insert the  phrase  "the  Short  Term  Facility
Term-Out Loan," immediately  following the phrase "a Short Term Loan," in line 1
thereof.

                  (d) New  definitions  of "Final Short Term  Facility  Maturity
Date" and "Short Term Facility  Term-Out  Loan" are hereby added to the Glossary
in correct alphabetical order to read in their entirety as follows:

                  "'Final  Short Term  Facility  Maturity  Date'  shall have the
         meaning given such term in Paragraph 3(c) of the Agreement."

                  "'Short Term  Facility  Term-Out  Loan' shall have the meaning
         given such term in Paragraph 3(c) of the Agreement."

                  3. Extension of Short Term Facility Fee Letter. To reflect the
agreement of the Company to continue to pay to the Short Term Lenders a facility
fee during the period from the current Short Term Facility  Maturity Date to the
Short Term Facility  Maturity  Date as extended  hereunder,  the Company  hereby
reaffirms  the Short Term Facility Fee Letter dated as of September 24, 1997 and
agrees that the "Short Term Facility  Maturity  Date"  referred to therein shall
mean the Short Term Facility Maturity Date as extended hereunder.

                  4. Revised Commitment Schedule.  To reflect certain changes in
the  financial  institutions  which  will be  participating  in the  Short  Term
Facility as extended hereby and other  modifications  in the Short Term Facility
Credit Limit,  the Short Term Facility  Percentage  Shares and the Maximum Short
Term Facility  Commitments of the Short Term Lenders  participating in the Short
Term Facility as extended hereby,  the Commitment  Schedule is hereby revised as
of the Amendment  Effective Date consistent  with Amendment  Schedule I attached
hereto (the "Revised Commitment Schedule").

                  5.   Front-End   Fee.  As  an   inducement  to  the  financial
institutions  agreeing to act as Short Term Lenders from the current  Short Term
Facility  Maturity  Date to the Short Term  Facility  Maturity  Date as extended
hereby and as the same may be extended to the Final Short Term Facility Maturity
Date as provided in Paragraph 2 above,  the Company hereby agrees to pay to each
Short Term Lender executing this Amendment a one time,  non-refundable  fee (the
"Front-End Fee") as agreed among the Company and the Short Term Lenders.

     6.  Pricing  Modification.  To  reflect  the  agreement  of the  Company to
     increase the --------------------
pricing applicable to Short Term Loans:

     (a) Subparagraph (b) of the definition of "Pricing Spread" appearing in the
     Glossary is hereby amended to read in its entirety as follows:

                           "(b) With respect to each  Eurodollar Loan which is a
         Short  Term Loan and each Short Term Swing  Loan,  the  Pricing  Spread
         shall be: (1) on each day on which the aggregate dollar amount of Short
         Term  Loans and Short  Term  Swing  Loans  outstanding  does not exceed
         twenty five percent  (25%) of the Short Term  Facility  Credit Limit on
         such day,  0.295%.  and (2) on each day on which the  aggregate  dollar
         amount of Short  Term  Loans and Short  Term  Swing  Loans  outstanding
         exceeds  twenty five percent  (25%) of the Short Term  Facility  Credit
         Limit on such day, 0.42%."

     (b) The  definition of "Alternate  Base Rate"  appearing in the Glossary is
     hereby amended to read in its entirety as follows:

                           "'Alternate  Base  Rate'  shall  mean on any date the
         greater of: (a) the Federal Funds  Effective  Rate plus one half of one
         percent (0.50%),  and (b) the Corporate Base Rate;  provided,  however,
         that with  respect  to each  Alternate  Base Rate Loan which is a Short
         Term Loan and each Short Term Swing Loan, the `Alternate  Base Rate' in
         effect on each day on which the  aggregate  dollar amount of Short Term
         Loans and Short  Term  Swing  Loans  outstanding  exceeds  twenty  five
         percent  (25%) of the  Aggregate  Credit  Limit on such  date  shall be
         increased by one eighth of one percent (0.125%)."

                  7. Reaffirmation of Loan Documents. The Company hereby affirms
and  agrees  that (a) the  execution  and  delivery  by the  Company  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 or
the rights of the  Credit  Agent,  the  Lenders  or any other  Person  under the
Revolving  Credit  Agreement  or  any  other  Credit  Document,   (b)  the  term
"Obligations" as used in the Credit Documents includes,  without limitation, the
Obligations  of the Company  under the  Revolving  Credit  Agreement  as amended
hereby,  and (c) the Revolving  Credit Agreement as amended hereby and the other
Credit Documents remain in full force and effect.

                  8. Reaffirmation of Guaranty and Subordination  Agreement. The
Parent  hereby and affirms and agrees that (a) the execution and delivery by the
Company and the performance of its obligations under this Amendment shall not in
any manner or to any extent affect any of the  obligations  of the Parent or the
rights of the Credit Agent,  the Lenders or any other Person under the Guaranty,
the Subordination Agreement or any other document or instrument made or given by
the Parent in connection  therewith,  (b) the term  "Obligations" as used in the
Guaranty and the  Subordination  Agreement  includes,  without  limitation,  the
Obligations  of the Company  under the  Revolving  Credit  Agreement  as amended
hereby,  and (c) the Guaranty  and the  Subordination  Agreement  remain in full
force and effect.

     9. Amendment  Effective  Date.  This Amendment shall be effective as of the
     day and
                                    ------------------------
     year first above  written upon the date (the  "Amendment  Effective  Date")
     that there has been delivered to the Credit Agent:
     (a) A copy of this Amendment, duly executed by each party hereto;
     (b) From the Company and the Parent, such corporate resolutions, incumbency
     certificates  and other  authorizing  documentation as the Credit Agent may
     request; and

     (c) For  distribution  to the Short Term  Lenders,  each of such Short Term
     Lender's respective Front-End Fee.

As required  pursuant to  Paragraph  13(b) of the  Revolving  Credit  Agreement,
following the Amendment  Effective Date the Credit Agent shall provide a copy of
this Amendment, including the Revised Commitment Schedule, to all parties to the
Credit Documents.

     10.  Representations  and  Warranties.  The Company  and the Parent  hereby
     represent ------------------------------
     and warrant to the Credit  Agent and each of the Short Term Lenders that at
     the date hereof and at and as of the Amendment Effective Date:

     (a)  Each  of the  Company  and the  Parent  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 behalf of the Company and the Parent and  constitutes
the legal, valid and binding obligation of such Person, enforceable against such
Person in accordance with its terms.
     (b) Both prior to and after giving effect hereto:  (1) the  representations
     and warranties of the Company and the Parent contained in the
Credit  Documents are accurate and complete in all  respects,  and (2) there has
not occurred an Event of Default or Potential Default.

     11. No Other  Amendment.  Except as expressly  amended  hereby,  the Credit
     Documents
                                    ------------------
shall remain in full force and effect as written and amended to date.

     12.  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.


<PAGE>



                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Amendment to be executed as of the day and year first above written.

                                             COUNTRYWIDE HOME LOANS, INC.,
                             a New York corporation

     By ----------------------------------------------------------
     Name --------------------------------------------------------
     Title -------------------------------------------------------

     COUNTRYWIDE CREDIT INDUSTRIES, INC., a Delaware corporation

     By ----------------------------------------------------------
     Name --------------------------------------------------------
     Title -------------------------------------------------------


                                             BANKERS TRUST COMPANY,
                                             as Credit Agent

     By ----------------------------------------------------------
     Name --------------------------------------------------------
     Title -------------------------------------------------------

     BANCO DI NAPOLI S.p.A., NEW YORK BRANCH, as a Short Term Lender


     By ----------------------------------------------------------
          Name --------------------------------------------------------
          Title -------------------------------------------------------

          By ----------------------------------------------------------
          Name --------------------------------------------------------
          Title _____________________________________________________


          BANCA DI ROMA, SAN FRANCISCO BRANCH, as a Short Term Lender



          By ----------------------------------------------------------
          Name --------------------------------------------------------
          Title -------------------------------------------------------


          By ----------------------------------------------------------
          Name --------------------------------------------------------
          Title _____________________________________________________



          BANK OF AMERICA, N.A., as a Short Term Lender


          By ----------------------------------------------------------
          Name --------------------------------------------------------
          Title -------------------------------------------------------


          BANK OF HAWAII, as a Short Term Lender

          By ----------------------------------------------------------
          Name --------------------------------------------------------
          Title -------------------------------------------------------


          THE BANK OF NEW YORK, as a Short Term Lender


          By ----------------------------------------------------------
               Name --------------------------------------------------------
               Title -------------------------------------------------------


               BANK ONE, NA, as a Short Term Lender



               By ----------------------------------------------------------
               Name --------------------------------------------------------
               Title -------------------------------------------------------


               BANKERS TRUST COMPANY, as a Short Term Lender


               By ----------------------------------------------------------
               Name --------------------------------------------------------
               Title -------------------------------------------------------


               BANQUE NATIONALE DE PARIS, as a Short Term Lender



               By ----------------------------------------------------------
               Name --------------------------------------------------------
               Title -------------------------------------------------------


               By ----------------------------------------------------------
               Name --------------------------------------------------------
               Title -------------------------------------------------------


                                             PARIBAS, as a Short Term Lender

               By ----------------------------------------------------------
               Name --------------------------------------------------------
               Title -------------------------------------------------------


               By ----------------------------------------------------------
               Name --------------------------------------------------------
               Title -------------------------------------------------------


               BARCLAYS BANK PLC, as a Short Term Lender



               By ----------------------------------------------------------
               Name --------------------------------------------------------
               Title -------------------------------------------------------

               BAYERISCHE LANDESBANK  GIROZENTRALE,  CAYMAN ISLANDS BRANCH, as a
          Short                  Term                  Lender                 By
          ________________________________________________________          Name
          ______________________________________________________           Title
          _____________________________________________________


By ________________________________________________________
Name ______________________________________________________
Title _____________________________________________________


           CANADIAN IMPERIAL BANK OF COMMERCE, as a Short Term Lender



               By ----------------------------------------------------------
               Name --------------------------------------------------------
Title
               -------------------------------------------------------


               THE CHASE MANHATTAN BANK, as a Short Term Lender



               By ----------------------------------------------------------
               Name --------------------------------------------------------
               Title -------------------------------------------------------


               CREDIT LYONNAIS, NEW YORK BRANCH, as a Short Term Lender


               By ----------------------------------------------------------
               Name --------------------------------------------------------
               Title -------------------------------------------------------


               THE FIFTH THIRD BANK, as a Short Term Lender


               By ----------------------------------------------------------
               Name --------------------------------------------------------
               Title
               -------------------------------------------------------


               FIRST UNION NATIONAL BANK, as a Short Term Lender



               By ----------------------------------------------------------
               Name --------------------------------------------------------
               Title -------------------------------------------------------


               THE FUJI BANK, LIMITED, as a Short Term Lender



               By ----------------------------------------------------------
               Name --------------------------------------------------------
               Title -------------------------------------------------------


               THE INDUSTRIAL BANK OF JAPAN,  LIMITED,  LOS ANGELES AGENCY, as a
               Short Term Lender

               By ----------------------------------------------------------
               Name --------------------------------------------------------
               Title -------------------------------------------------------

               LASALLE BANK, NATIONAL ASSOCIATION, as a Short Term Lender


               By ----------------------------------------------------------
               Name --------------------------------------------------------
               Title -------------------------------------------------------


               MELLON BANK, N.A., as a Short Term Lender



               By     ----------------------------------------------------------
               Name     --------------------------------------------------------
               Title -------------------------------------------------------

               MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as a Short Term Lender


               By     ----------------------------------------------------------
               Name     --------------------------------------------------------
               Title -------------------------------------------------------

                    NORDDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK BRANCH AND/OR
                    CAYMAN ISLANDS BRANCH, as a Short Term Lender


                    By
                    ----------------------------------------------------------
                    Name
                    --------------------------------------------------------
                    Title
                    -------------------------------------------------------

                    By
                    ----------------------------------------------------------
                    Name
                    --------------------------------------------------------
                    Title
                    -------------------------------------------------------


                    ROYAL BANK OF CANADA, as a Short Term Lender



                    By
                    ----------------------------------------------------------
                    Name
                    --------------------------------------------------------
                    Title
                    -------------------------------------------------------

                    FIRSTAR, NATIONAL ASSOCIATION, as a Short Term Lender



                    By
                    ----------------------------------------------------------
                    Name
                    --------------------------------------------------------
                    Title
                    -------------------------------------------------------

                    THE SUMITOMO BANK,  LIMITED,  LOS ANGELES BRANCH, as a Short
                    Term Lender

                    By
                    ----------------------------------------------------------
                    Name
                    --------------------------------------------------------
                    Title
                    -------------------------------------------------------

                    UNION BANK OF CALIFORNIA, N.A., as a Short Term Lender



                    By
                    ----------------------------------------------------------
                    Name
                    --------------------------------------------------------
                    Title
                    -------------------------------------------------------


                    WESTDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK BRANCH/CAYMAN
                    ISLANDS BRANCH, as a Short Term Lender

                    By
                    ----------------------------------------------------------
                    Name
                    --------------------------------------------------------
                    Title
                    -------------------------------------------------------




<PAGE>

                    AMENDMENT SCHEDULE I

                          COUNTRYWIDE HOME LOANS, INC.

                           Revolving Credit Facilities

                               Commitment Schedule

                            as of September 20, 2000

                      [TO BE PROVIDED BY THE CREDIT AGENT]


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</DOCUMENT>
