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                                                                   Exhibit 10.69


                               SECOND AMENDMENT TO
                      UNSECURED REVOLVING CREDIT AGREEMENT


     This Second Amendment to Unsecured Revolving Credit Agreement, dated as of
June 21, 2000 (this "Amendment"), 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") and
amends that certain Unsecured Revolving Credit Agreement between Borrower and
Lender dated as of June 23, 1998, as amended by that First Amendment to
Unsecured Revolving Credit Agreement dated as of June 22, 1999 (as amended, the
"Agreement").


                                    Recitals

     Borrower has requested that Lender renew the loans as described in the
Agreement and amend certain terms of the Agreement, and the Lender has agreed to
such request, upon the terms and subject to the conditions set forth herein.

     Therefore, in consideration of the premises and mutual agreements contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:

     1.   DEFINITIONS. All terms defined in the Agreement shall have such
defined meanings when used herein unless otherwise defined herein.

     2.   EXTENSION OF MATURITY DATE. The definition of "Maturity Date" is
hereby deleted and replaced in its entirety by the following new definition
thereof:

          "MATURITY DATE" means June 20, 2001 or such earlier date as the Loans
          may be due and payable pursuant to Section 4.

     3.   NO FURTHER AMENDMENT. Except as expressly amended herein, the
Agreement shall continue to be, and shall remain, in full force and effect. This
Amendment shall not be deemed to be a waiver of, or consent to, or a
modification or amendment of, any other term or condition of the Agreement or to
prejudice any other right or rights which the Lender may now have or may have in
the future under or in connection with the Agreement, as the same may be amended
from time to time.

     4.   COUNTERPARTS. This Amendment 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.


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


     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:  /s/ John P. Deptula
                                        --------------------------
                                    Title: Senior Vice President



                                    NATIONAL AUSTRALIA BANK LIMITED
                                     A.C.N.004044937


                                    By:  /s/ Michael G. McHugh
                                        --------------------------
                                    Title: Vice President


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