AMENDMENT


         AMENDMENT,  dated as of September 30, 1997 (this  "Amendment"),  to the
Credit  Agreement,  dated as of  January  31,  1997  (as  amended,  the  "Credit
Agreement"),  among  HomeSide  Lending,  Inc.  ("HomeSide"),  Honolulu  Mortgage
Company,  Inc.  (no  longer  a party to the  Credit  Agreement  pursuant  to its
disposition in accordance with the terms thereof),  the Lenders parties thereto,
NationsBank  of Texas,  N.A., as Syndication  Agent,  The First National Bank of
Boston,  as Collateral  Agent,  and The Chase Manhattan Bank, as  Administrative
Agent (the "Administrative Agent").

                                                W I T N E S S E T H:

         WHEREAS, HomeSide, the Lenders and the Administrative Agent are parties
 to the Credit Agreement; and

         WHEREAS, HomeSide has requested that the Lenders and the Administrative
Agent agree to amend or waive certain  provisions of the Credit  Agreement,  and
the Lenders and the Administrative  Agent are agreeable to such request upon the
terms and subject to the conditions set forth herein;

         NOW THEREFORE,  in consideration of the premises and mutual  agreements
contained herein,  and for other valuable  consideration the receipt of which is
hereby acknowledged,  HomeSide,  the Lenders and the Administrative Agent hereby
agree as follows:

         1.  Definitions.  All terms defined in the Credit  Agreement shall have
such  defined  meanings  when  used  herein  unless  otherwise  defined  herein.
Subsection 1.1 of the Credit Agreement is hereby amended by:

                  (a)  adding,  in  the  appropriate   alphabetical  order,  the
         definition  "`CP Refunding  Borrowing':  a borrowing of Committed Loans
         that is immediately applied to repay Permitted  Commercial Paper at its
         scheduled  maturity in an aggregate  amount equal to the amount of such
         borrowing.";

                  (b) deleting the definition of Adjusted  Consolidated Tangible
Net Worth in its entirety;

                  (c) deleting the definition of Consolidated Tangible Net Worth
         and inserting in lieu thereof the following new definition:

                           "`Consolidated Tangible Net Worth':  at any date, the
                  amount equal to (a) Consolidated Net Worth at such date less 
                  (b) Consolidated Intangibles at such date.";




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                  (d)  deleting  the  definition  of MTN  Deduction  Amount  and
         inserting in lieu thereof the following definition:

                  "`MTN Deduction Amount':  at any time, the amount by which (a)
         the  aggregate   principal   amount  of  Permitted   Medium  Term  Debt
         outstanding  at such time exceeds (b) the sum of (i) the  remainder (if
         positive)  of (A)  the  Servicing  Advance  Portion  of the  Tranche  B
         Borrowing  Base at such  time  (determined,  for the  purposes  of this
         definition only,  without giving effect to the first proviso  appearing
         in  subsection  4.1) minus (B) the amount equal to 50% of the Tranche B
         Commitment  Amount at such time plus (ii) 70% of the Appraised Value of
         Ineligible  Servicing (as defined below) at such time (determined,  for
         the purposes of this  definition  only, as if the Ineligible  Servicing
         constituted the Eligible  Servicing  constituted the Eligible Servicing
         Portfolio  as used  in the  definition  of  Appraised  Value).  For the
         purposes of this definition only, "Ineligible Servicing" shall mean, at
         any time,  Direct  Servicing  Rights that would be included in Eligible
         Servicing  Portfolio  but for failing (x) to satisfy  clause (b) of the
         definition thereof or (y) to constitute Non-Recourse Servicing Rights."

                  (e) adding the phrase  "increased  or"  immediately  after the
         phrase "such amount may be" in the  definition of Tranche A Commitment;
         and

                  (f)  adding to the  definition  of  Tranche B  Commitment  the
         phrase  "increased  or"  immediately  after the phrase "such amount may
         be".

         2.  Amendment to Section 2. The Credit  Agreement is hereby  amended by
adding the following new subsection 2.12 to the end of Section 2:

                  "2.12 Increase of Revolving Credit  Commitments.  (a) HomeSide
         may from time to time, by notice to the Administrative  Agent,  request
         that the  Tranche  A and  Tranche  B  Commitments  be  increased  by an
         aggregate  amount that is not less than $10,000,000 and will not result
         in the aggregate  amount of the Commitments  for all Lenders  exceeding
         $3,000,000,000 after giving effect thereto, provided that such increase
         shall be allocated  proportionally  among the Tranche A Commitments and
         Tranche B Commitments  such that, after giving effect to such increase,
         the total  amount of each of the  Tranche A  Commitments  and Tranche B
         Commitments  bears  the same  relative  proportion  immediately  before
         giving effect thereto.  Upon receipt of such notice the  Administrative
         Agent will seek the agreement of one or more existing or new Lenders to
         increase or, in the case of new Lenders,  provide, its or their Tranche
         A Commitments and Tranche B Commitments in an aggregate amount equal to
         the increase so requested by such Borrower.

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<PAGE>

                  (b)  If one or  more  of the  Lenders  shall  have  agreed  to
         increase its or their Tranche A  Commitments  and Tranche B Commitments
         pursuant to a request made as described in the foregoing clause (a) (it
         being  understood  that no Lender shall have any obligation to agree to
         any such increase of its  Commitments) in an aggregate  amount not less
         than $10,000,000, such increases and such new Tranche A Commitments and
         Tranche B Commitments  shall become effective on a date mutually agreed
         upon among the Administrative Agent, HomeSide and the Lenders providing
         such  increase  and/or such new  Commitments  and shall be  implemented
         pursuant to documentation consistent herewith and otherwise in form and
         substance   reasonably   satisfactory  to  the  Administrative   Agent,
         providing, among other things, for adjustments to cause Tranche A Loans
         and the Tranche B Loans of each Lender to  correspond  ratably to their
         respective  Tranche A Commitment  Percentages  and Tranche B Commitment
         Percentages,  as  applicable,  after  giving  effect  to such  increase
         (including,   without  limitation,   by  providing  for  prepaying  and
         reborrowing all then outstanding Loans of the affected Tranches)."

         3. Amendments to Section 4. (a) Subsection 4.1 of the Credit  Agreement
is hereby  amended (i) by deleting  clauses (c) and (d) thereof and inserting in
lieu thereof the following:

                  "(c) (i) for Eligible Mortgage-Backed  Securities,  99% of the
         lesser of (A) the face amount thereof and (B) the  Applicable  Take-Out
         Price  multiplied  by the face  amount  thereof,  and (ii) cash or Cash
         Equivalents  pledged as Collateral in  accordance  with the  applicable
         Borrower  Security  Agreement  and  held  in  the  Settlement  Accounts
         referred to in such Borrower Security Agreement; and

                  (d) (i) 90% of Eligible P&I Advance  Receivables  and (ii) 85%
         of Eligible Paid-in-Full Buyout Advance Receivables;".

                  (b) Subsection  4.2 of the Credit  Agreement is hereby amended
by  deleting  clause  (g) of the  first  paragraph  of  such  subsection  and by
inserting the following in its place;

                  "(g) 70% of (i) the Appraised Value of the Eligible  Servicing
         Portfolio  at such time  minus  (ii) the MTN  Deduction  Amount at such
         time;".

                  (c) Subsection  4.2 of the Credit  Agreement is hereby further
amended (i) by deleting  the phrase  "90% of Eligible  P&I Advance  Receivables"
from clause (a) thereof and inserting in lieu thereof the phrase "[Intentionally
Omitted]" and (ii) by deleting the phrase "85% of Eligible  Paid-in-Full  Buyout
Advance  Receivables"  from clause (f) thereof and inserting in lieu thereof the
phrase "[Intentionally Omitted]".

                  (d) Subsection  4.3 of the Credit  Agreement is hereby amended
by  adding,  immediately  before  the  period at the end of the  proviso  to the
definition of "Eligible Servicing Portfolio" the following new proviso:

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<PAGE>

                  "; provided  further,  that,  notwithstanding  the  applicable
         provisions of the foregoing or of the definitions of "Direct  Servicing
         Rights" or  "Non-Recourse  Servicing  Rights" to the contrary,  for the
         purposes of determining  the Tranche B Borrowing Base under  subsection
         4.2(g) at any time,  the value that would be attributed to servicing in
         respect of Mortgage  Loans owned by HomeSide  and not  serviced for any
         third  party  if  such   servicing   was  pursuant  to  contracts   and
         Acknowledgment  Agreements  with Approved  Investors in respect thereof
         shall be deemed to be included in the Eligible Servicing  Portfolio for
         the  purposes  of clause  (g) of  subsection  4.2(g) so long as (i) all
         other  applicable  requirements for inclusion  therein,  other than the
         existence of servicing  contracts and  Acknowledgment  Agreements  with
         Approved  Investors in respect  thereof,  are  satisfied  and (ii) such
         Mortgage  Loans are eligible for sale to FNMA or FHLMC or for inclusion
         in  a  pool  of  Mortgage   Loans   underlying   GNMA   Mortgage-Backed
         Securities".

         4. Amendment to Section 6. Subsection 6.2(a) of the Credit Agreement is
hereby  amended  by  inserting  immediately  after the words  "such  Loans"  the
phrase",   other  than,   in  the  case  of  a  CP  Refunding   Borrowing,   the
representations  and warranties set forth in subsection  5.2,  5.3(f),  5.6, the
first sentence of subsection 5.7 or the last sentence of subsection 5.9,".

         5.  Amendment  to  Subsection  8.1.  (a)  Subsection  8.1 of the Credit
Agreement is hereby  amended by deleting  clause (c) thereof in its entirety and
inserting in lieu thereof the phrase "[Intentionally Omitted]".

                  (b) Subsection  8.1 of the Credit  Agreement is hereby further
amended by  deleting  clause (a)  thereof  and  inserting  in lieu  thereof  the
following:

                  (a)  Maintenance of  Consolidated  Tangible Net Worth.  Permit
         Consolidated  Tangible  Net Worth at any date to be less than an amount
         equal to the sum of (i) an amount equal to 80% of Consolidated Tangible
         Net Worth as at February  28, 1997,  plus,  (ii) an amount equal to the
         excess of (A) the aggregate amount of net proceeds  received during the
         period from  February 28, 1997  through such date by Holdings  from the
         issuance of Capital  Stock  other than to Sponsors  over (B) the amount
         thereof  applied to prepay or redeem the  Holdings  Notes plus (iii) an
         amount  equal to 50% of the sum of  Consolidated  Net  Income  for each
         fiscal quarter for which Consolidated Net Income is positive during the
         period from February 28, 1997 through the last day of the most recently
         ended  fiscal  quarter of HomeSide  less (iv) the amount of  Restricted
         Payments  actually made by HomeSide as permitted  under  subsection 8.9
         during the period  from  February  28, 1997  through  such date (to the
         extent such Restricted  Payments were not deducted in determining  such
         Consolidated Tangible Net Worth)."

                  (c) Subsection  8.1 of the Credit  Agreement is hereby further
amended by deleting the term "Adjusted  Consolidated Tangible Net Worth" in each
place where it appears in clause (b) thereof and  inserting  in lieu  thereof in
each such place the term "Consolidated Tangible Net Worth".

         6. Amendment to Subsection 8.2.  Subsection 8.2 of the Credit Agreement
is hereby  amended by inserting the caption (i) before the word  "intra-day"  at
the  beginning  of clause (g)  thereof  and  inserting  at the end of clause (g)
thereof the following:

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<PAGE>

         "and (ii) intra-day  overdrafts or drawings against  uncollected funds,
         and  obligations   under   agreements  that  HomeSide  or  any  of  its
         Subsidiaries  must enter into in  anticipation  of such  overdrafts  or
         drawings,  in each case arising in the  ordinary  course of business of
         servicing  mortgages,  so long  as such  overdraft  or  drawing  is not
         outstanding for more than two Business Days".

         7. Representations; No Default. On and as of the date hereof, and after
giving effect to this Amendment,  HomeSide confirms, reaffirms and restates that
the  representations  and  warranties  set  forth  in  Section  5 of the  Credit
Agreement  and in the other Loan  Documents are true and correct in all material
respects,  provided that the references to the Credit Agreement therein shall be
deemed to be references to this Amendment and to the Credit Agreement as amended
by this Amendment.

         8. Conditions to  Effectiveness.  This Amendment shall become effective
on and as of  the  date  that  the  Administrative  Agent  shall  have  received
counterparts of this Amendment, duly executed and delivered by a duly authorized
officer of each of the Borrowers,  the  Administrative  Agent,  and the Required
Lenders.

         9. Limited  Amendment.  Except as expressly amended herein,  the Credit
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  Credit
Agreement or any other Loan  Document or to prejudice  any other right or rights
which the Lenders may now have or may have in the future under or in  connection
with the Credit  Agreement or any of the  instruments or agreements  referred to
therein, as the same may be amended form time to time.

         10. 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.

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




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

HOMESIDE LENDING, INC.                     THE CHASE MANHATTAN BANK, as
                                            Administrative Agent and as
                                            a Lender


By:  s/Debra F. Watkins                    By:s/Signature
       Title:  Senior Vice President            Title:  Vice President

By:  s/Kevin D. Race
        Title:  Executive Vice President
                 and Chief Financial 
                 Officer

THE FIRST NATIONAL BANK OF BOSTON,         NATIONSBANK OF TEXAS, N.A., as
  as Collateral Agent                       Syndication Agent and as a Lender

By:  s/David L. Hall                       By: s/Warren
       Title:                                    Title:  Senior Vice President

MORGAN  GUARANTY  TRUST COMPANY            BANK OF AMERICA  NATIONAL  TRUST 
 OF NEW YORK, as Senior Managing            AND SAVINGS  ASSOCIATION, as a 
 Agent and as a Lender                      Managing Agent and as a Lender
  
By:  s/Seija K. Hurskainen                 By:  s/Robert J. McCollom
       Title:  Vice President                     Title:  Vice President

CANADIAN IMPERIAL BANK OF                  CREDIT LYONNAIS, NEW YORK
 COMMERCE, as a Managing Agent and          BRANCH, as a Managing Agent and
 as a Lender                                 as a Lender

By:  s/Gerald J. Girardi                   By:  s/Renaud Diherbes
       Title:  Director, CIBC Wood Gundy          Title:  Senior Vice President
                Securities Corp., as 
                Agent

UNION BANK OF SWITZERLAND,                 WESTDEUTSCHE LANDESBANK
 NEW YORK BRANCH, as a Managing             GIROZENTRALE, as a Managing Agent
 and as a Lender                            and as  Lender
                                       22

<PAGE>

By:  s/Robert Mendeles                     By:  s/Kenneth R. Crespo
       Title:  Director                           Title:  Vice President

By:  s/Didier Magloire                     By:  s/David J.
        Title:  Director                          Title:  Vice President

THE BANK OF NEW YORK, as a Managing        BANKERS TRUST COMPANY, as a
 Agent and as a Lender                      Co-Agent and as a Lender

By:  s/Signature                           By:  s/John O'Rourke
       Title:  Vice President                     Title:  Managing Director

BANQUE NATIONALE DE PARIS, as a            MELLON BANK, N.A., as a Co-Agent
 Co-Agent and as a Lender                   and as a Lender

By:  s/Riva L. Howard                      By: s/Signature
       Title:  Vice President                    Title:  Vice President

By:  s/Signature
       Title:

COMMERZBANK AKTIENGESELLSCHAFT,            FLEET BANK, N.A., as a Co-Agent and
 ATLANTA AGENCY, as Co-Agent and as         as a Lender
 a Lender

By:  s/Signature                           By: s/Signature
       Title:                                    Title:

By:  s/Signature
       Title:  Assistant Vice President

THE NATIONAL BANK OF KUWAIT                FIRST UNION NATIONAL BANK OF
                                            NORTH CAROLINA

By:  s/Muhannad Kamal                      By: s/Signature
       Title:  Executive Manager                 Title:  Vice President

By:  s/Robert J. McNeill
       Title:  Deputy Division Manager

                                       23
<PAGE>
THE FUJI BANK, LIMITED, NEW YORK           BANK OF TOKYO - MITSUBISHI
 BRANCH                                     TRUST COMPANY

By:  s/Signature                           By: s/Signature
       Title:                                          Title:

THE SUMITOMO BANK, LIMITED                 SUNTRUST BANK, INC.

By:  s/Masayuki Fukushima                  By: s/Signature
       Title:  Joint General Manager             Title:  First Vice President


THE TOKYO TRUST & BANKING CO., LTD.        THE INDUSTRIAL BANK OF JAPAN,
                                            LIMITED, ATLANTA AGENCY

By:  s/Signature                           By: s/Signature
       Title:                                    Title:

PNC BANK KENTUCKY, INC.                    THE SAKURA BANK, LIMITED
                                            ATLANTA AGENCY

By:  s/Signature                           By: s/Signature
       Title:  Vice President                    Title:

COMPASS BANK                               BANQUE PARIBAS

By:  s/Johanna Duke Paley                  By: s/Signature
       Title:  Senior Vice President             Title:

COMERICA BANK                              BANQUE FRANCAISE, DU, COMMERCE
                                            EXTEDRIEUR

By:  s/Randy S. Banker                     By: s/Signature
       Title:  Account Officer                   Title:  First Vice President



                                       24
<PAGE>
                                           By: s/Signature
                                                 Title:  Vice President

THE DAI-ICHI KANGYO BANK, LIMITED          DG BANK DEUTSCHE GENOSSENSCHAFTSBANK,
 ATLANTA AGENCY                             CAYMAN ISLAND BRANCH

By:  s/Signature                           By: s/Signature
       Title:                                    Title:  First Vice President

                                           By:  s/Karen A. Brinkman
                                                  Title:  Vice President

THE FIRST NATIONAL BANK OF CHICAGO         LTCB TRUST COMPANY

By:  s/Signature                           By: s/Signature
       Title:  First Vice President              Title:  Senior Vice President

NATIONAL CITY BANK OF KENTUCKY             KREDIETBANK N.V., GRAND
                                            CAYMAN BRANCH

By:  s/Signature                           By: s/Signature
       Title:                                    Title:

ALLIED IRISH BANK                          PT. BANK NEGARA INDONESIA
                                            (PERSERO), TBK

By:  s/Signature                           By: s/Signature
       Title:                                    Title:

GUARANTY FEDERAL                           CAISSE NATIONALE DE CREDIT
                                            AGRICOLE

By:  s/James B. Clapp                      By:  s/Dean Balice
       Title:  Assistant Vice President           Title:  Senior Vice President
                                                           Branch Manager

THE SUMITOMO TRUST AND BANKING             BANCA CRT S.p.A.
 CO LTD., LOS ANGELES AGENCY


                                       25
<PAGE>
By:  s/Signature                           By:  s/J. Slade Carter, Jr.
       Title:                                     Title:  Vice President

                                           By: s/Robert P. DeSantes
                                                 Title:  First Vice President
                                                          Head of Corporate
                                                          Banking

                                       26
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