<PAGE>
 
                                                                    EXHIBIT 10.7

                        THIRD AMENDMENT TO AMENDMENT TO
                          FACILITY II CREDIT AGREEMENT
                          ----------------------------


     THIS THIRD AMENDMENT TO FACILITY II CREDIT AGREEMENT dated as of March 15,
1996 (this "Amendment") is made by and among CWM MORTGAGE HOLDINGS, INC., a
Delaware corporation ("CWM"), INDEPENDENT NATIONAL MORTGAGE CORPORATION, a
Delaware corporation ("INMC"), and INDEPENDENT LENDING CORPORATION, a Delaware
corporation ("ILC" and, together with CWM and INMC, the "Companies"), FIRST
UNION NATIONAL BANK OF NORTH CAROLINA, a national banking association ("First
Union"), in its individual capacity, THE BANK OF NEW YORK, a New York banking
corporation ("BNY"), CREDIT LYONNAIS, CAYMAN ISLANDS BRANCH, a
                                                               -----------------
("Credit Lyonnais"), DRESDNER BANK AG, LOS ANGELES AGENCY AND GRAND CAYMAN
BRANCH, a                   ("Dresdner"), THE FIRST NATIONAL BANK OF CHICAGO, a
          -----------------
national banking association ("FNB Chicago"), GUARANTY FEDERAL BANK F.S.B., a
              ("Guaranty Federal"), HIBERNIA NATIONAL BANK, a national banking
-------------
association ("Hibernia"), NATWEST BANK N.A., a national banking association
("NatWest"), and NATIONSBANK OF TEXAS, N.A., a national banking association
("NationsBank") (First Union in its individual capacity, BNY, Credit Lyonnais,
Dresdner, FNB Chicago, Guaranty Federal, Hibernia, NatWest and NationsBank, each
together with its permitted successors and assigns, a "Lender" and,
collectively, the "Lenders"), and First Union as administrative agent for the
Lenders (in such capacity, the "Administrative Agent").

                                 STATEMENT OF PURPOSE
                                 --------------------

     WHEREAS, each of the parties hereto is a party to a Facility II Credit
Agreement dated as of May 30, 1995, as amended by a First Amendment to Facility
II Credit Agreement dated as of September 25, 1995 and by a Second Amendment to
Facility II Credit Agreement dated as of January 4, 1996 (as so amended, the
"Credit Agreement"); and

     WHEREAS, the parties hereto wish to amend the Credit Agreement to provide
for the modification of various terms and covenants thereof; and

     WHEREAS, SUBJECT TO AND UPON THE TERMS AND CONDITIONS HEREIN SET FORTH, THE
Lenders are willing to make available, and to continue to make available, to the
Companies the credit facilities provided for in the Credit Agreement, as amended
hereby;

    NOW, THEREFORE, in consideration of the premises and agreements contained
herein, and for good and valuable consideration, the receipt and sufficiency of
which are acknowledged by the parties hereto, the parties hereto hereby agree as
follows:

     1.   All capitalized terms used herein and not otherwise defined shall have
the respective meanings provided to such terms in the Credit Agreement, as
amended hereby.

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     2.   Paragraph 1(a) of the Credit Agreement is hereby deleted in its
entirety and the following paragraph is hereby substituted in lieu thereof:

          "1(a) Lending Limit. Subject to the conditions set forth herein, the
                -------------
     Lenders severally agree that they shall, from time to time up to and
     including the Business Day immediately preceding the Maturity Date, advance
     and readvance their respective Percentage Shares of loans (the "Tranche A
     Loans" or a "Tranche A Loan") to the Companies in amounts not to exceed, in
     the aggregate at any one time outstanding (determined after giving effect
     to the other transactions contemplated by the Loan Request pursuant to
     which the applicable Tranche A Loan was requested), the lesser of:

     (1) The Aggregate Tranche A Credit Limit; and

          (2) The Collateral Value of the Tranche A Borrowing Base minus the
     aggregate dollar amount of Swing Line Loans outstanding which have been
     identified by the Companies in the applicable Loan Request as being
     scheduled for repayment by Tranche A Loans (and which are not being repaid
     by any Tranche A Loan requested).

     Provided, however, that notwithstanding anything contained herein to the
     --------  -------
     contrary, at no time may the sum of all Tranche A Loans outstanding, all
     Tranche B Loans outstanding, all Tranche C Loans outstanding, all Tranche D
     Loans outstanding, all Tranche E Loans outstanding, all Tranche F Loans
     outstanding and all Swing Line Loans outstanding exceed the Aggregate
     Facility Commitment at such time."

     3.   Paragraph 2(a) of the Credit Agreement is hereby deleted in its
entirety and the following paragraph is hereby substituted in lieu thereof:

          "2(a) Lending Limit. Subject to the conditions set forth herein, the
                -------------
     Lenders severally agree that they shall, from time to time up to and
     including the Business Day immediately preceding the Maturity Date, advance
     and readvance their respective Percentage Shares of loans (the "Tranche B
     Loans" or a "Tranche B Loan") to the Companies in amounts not to exceed, in
     the aggregate at any one time outstanding (determined after giving effect
     to the other transactions contemplated by the Loan Request pursuant to
     which the applicable Tranche B Loan was requested), the lesser of: 

          (1) The Aggregate Tranche B Credit Limit; and

          (2) The Collateral Value of the Tranche B Borrowing Base minus the
     aggregate dollar amount of Swing Line Loans outstanding which have been
     identified 

                                       2
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     by the Companies in the applicable Loan Request as being scheduled for
     repayment by Tranche B Loans (and which are not being repaid by any Tranche
     B Loan requested).

     Provided, however, that notwithstanding anything contained herein to the
     --------  -------
     contrary, at no time may the sum of all Tranche A Loans outstanding, all
     Tranche B Loans outstanding, all Tranche C Loans outstanding, all Tranche D
     Loans outstanding, all Tranche E Loans outstanding, all Tranche F Loans
     outstanding and all Swing Line Loans outstanding exceed the Aggregate
     Facility Commitment at such time."

     4.   Paragraph 3(a) of the Credit Agreement is hereby deleted in its 
entirety and the following paragraph is hereby substituted in lieu thereof:
 
          "3(a)  Lending Limit.  Subject to the conditions set forth herein, 
     the Lenders severally agree that they shall, from time to time up to and
     including the Business Day immediately preceding the Maturity Date, advance
     and readvance their respective Percentage Shares of loans (the "Tranche C
     Loans" or a "Tranche C Loan") to the Companies in amounts not to exceed, in
     the aggregate at any one time outstanding (determined after giving effect
     to the other transactions contemplated by the Loan Request pursuant to
     which the applicable Tranche C Loan was requested), the lesser of:

          (1) The Aggregate Tranche C Credit Limit; and

          (2) The Collateral Value of the Tranche C Borrowing Base minus the
     aggregate dollar amount of Swing Line Loans outstanding which have been
     identified by the Companies in the applicable Loan Request as being
     scheduled for repayment by Tranche C Loans (and which are not being repaid
     by any Tranche C Loan requested).

     Provided, however, that notwithstanding anything contained herein to the
     --------  -------
     contrary, at no time may the sum of all Tranche A Loans outstanding, all
     Tranche B Loans outstanding, all Tranche C Loans outstanding, all Tranche D
     Loans outstanding, all Tranche E Loans outstanding, all Tranche F Loans
     outstanding and all Swing Line Loans outstanding exceed the Aggregate
     Facility Commitment at such time."

     5.   Paragraph 4(a) of the Credit Agreement is hereby deleted in its 
entirety and the following paragraph is hereby substituted in lieu thereof:

          "4(a) Lending Limit. Subject to the conditions set forth herein, the
     Lenders severally agree that they shall, from time to time up to and
     including the Business Day immediately preceding the Maturity Date, 

                                       3
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     advance and readvance their respective Percentage Shares of loans (the
     "Tranche D Loans" or a "Tranche D Loan") to the Companies in amounts not to
     exceed, in the aggregate at any one time outstanding (determined after
     giving effect to the other transactions contemplated by the Loan Request
     pursuant to which the applicable Tranche D Loan was requested), the lesser
     of:

          (1) The Aggregate Tranche D Credit Limit; and

          (2) The Collateral Value of the Tranche D Borrowing Base minus the
     aggregate dollar amount of Swing Line Loans outstanding which have been
     identified by the Companies in the applicable Loan Request as being
     scheduled for repayment by Tranche D Loans (and which are not being repaid
     by any Tranche D Loan requested).

     Provided, however, that notwithstanding anything contained herein to the
     --------  -------
     contrary, at no time may the sum of all Tranche A Loans outstanding, all
     Tranche B Loans outstanding, all Tranche C Loans outstanding, all Tranche D
     Loans outstanding, all Tranche E Loans outstanding, all Tranche F Loans
     outstanding and all Swing Line Loans outstanding exceed the Aggregate
     Facility Commitment at such time."

     6.   Paragraph 5(a) of the Credit Agreement is hereby deleted in its 
entirety and the following paragraph is hereby substituted in lieu thereof:

          "5(a)  Lending Limit.  Subject to the conditions set forth herein, 
     the Lenders severally agree that they shall, from time to time up to and
     including the Business Day immediately preceding the Maturity Date, advance
     and readvance their respective Percentage Shares of loans (the "Tranche E
     Loans" or a "Tranche E Loan") to the Companies in amounts not to exceed, in
     the aggregate at any one time outstanding (determined after giving effect
     to the other transactions contemplated by the Loan Request pursuant to
     which the applicable Tranche E Loan was requested), the lesser of:

          (1) The Aggregate Tranche E Credit Limit; and

          (2) The Collateral Value of the Tranche E Borrowing Base minus the
     aggregate dollar amount of Swing Line Loans outstanding which have been
     identified by the Companies in the applicable Loan Request as being
     scheduled for repayment by Tranche E Loans (and which are not being repaid
     by any Tranche E Loan requested).

     Provided, however, that notwithstanding anything contained herein to the
     --------  -------
     contrary, at no time may the sum of all Tranche A Loans outstanding, all
     Tranche B Loans outstanding, all Tranche C Loans outstanding, all 


                                       4
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     Tranche D Loans outstanding, all Tranche E Loans outstanding, all Tranche F
     Loans outstanding and all Swing Line Loans outstanding exceed the Aggregate
     Facility Commitment at such time."


     7.   Paragraph 6(a) of the Credit Agreement is hereby deleted in its 
entirety and the following paragraph is hereby substituted in lieu thereof:

          "6(a) Lending Limit. Subject to the conditions set forth herein, the
                -------------
     Lenders severally agree that they shall, from time to time up to and
     including the Business Day immediately preceding the Maturity Date, advance
     and readvance their respective Percentage Shares of loans (the "Tranche F
     Loans" or a "Tranche F Loan") to the Companies in amounts not to exceed, in
     the aggregate at any one time outstanding (determined after giving effect
     to the other transactions contemplated by the Loan Request pursuant to
     which the applicable Tranche F Loan was requested), the lesser of:

          (1) The Aggregate Tranche F Credit Limit; and

          (2) The Collateral Value of the Tranche F Borrowing Base minus the
     aggregate dollar amount of Swing Line Loans outstanding which have been
     identified by the Companies in the applicable Loan Request as being
     scheduled for repayment by Tranche F Loans (and which are not being repaid
     by any Tranche F Loan requested).

     Provided, however, that notwithstanding anything contained herein to the
     --------  -------
     contrary, at no time may the sum of all Tranche A Loans outstanding, all
     Tranche B Loans outstanding, all Tranche C Loans outstanding, all Tranche D
     Loans outstanding, all Tranche E Loans outstanding, all Tranche F Loans
     outstanding and all Swing Line Loans outstanding exceed the Aggregate
     Facility Commitment at such time."

     8.   The following provisions are hereby added as a new Paragraph 6A of the
Credit Agreement:

          "6A.  Swing Line Facility.
                --------------------

          6A(a) Swing Line Lending Limit. Subject to the conditions set forth
herein, First Union agrees that it shall, from time to time up to and including
the Business Day immediately preceding the Maturity Date, advance and readvance
loans (the "Swing Line Loans" or a "Swing Line Loan") to the Companies in
amounts not to exceed, in the aggregate at any one time outstanding, the lesser
of:

          (1) The Maximum Swing Line Commitment; and

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          (2)   (i) The sum of (A) the Collateral Value of the Tranche A 
     Borrowing Base, (B) the Collateral Value of the Tranche B Borrowing Base,
     (C) the Collateral Value of the Tranche C Borrowing Base, (D) the
     Collateral Value of the Tranche D Borrowing Base, (E) the Collateral Value
     of the Tranche E Borrowing Base, and (F) the Collateral Value of the
     Tranche F Borrowing Base, minus (ii) the aggregate dollar amount of Regular
                               -----
     Loans outstanding;

Provided, however, that:
--------  -------

          i.   In calculating the availability of Swing Line Loans under this
     Paragraph 6A(a) at any date, the aggregate amount of Swing Line Loans
     outstanding shall not include any Swing Line Loans which will be repaid
     with Regular Loans to be advanced on such date in accordance with the terms
     of this Agreement;
     
          ii.  Notwithstanding anything contained herein to the contrary, at 
     no time may the sum of all Tranche A Loans outstanding, all Tranche B Loans
     outstanding, all Tranche C Loans outstanding, all Tranche D Loans
     outstanding, all Tranche E Loans outstanding, all Tranche F Loans
     outstanding and all Swing Line Loans outstanding exceed the Aggregate
     Facility Commitment at such time; and
 
          iii. Notwithstanding anything contained herein to the contrary, at no
     time may (A) the sum of all Swing Line Loans outstanding which have been
     identified by the Companies in the applicable Loan Request as being
     scheduled for repayment by Tranche A Loans, plus all Tranche A Loans
     outstanding, exceed the lesser of the Collateral Value of the Tranche A
     Borrowing Base or the Aggregate Tranche A Credit Limit; (B) the sum of all
     Swing Line Loans outstanding which have been identified by the Companies in
     the applicable Loan Request as being scheduled for repayment by Tranche B
     Loans, plus all Tranche B Loans outstanding, exceed the lesser of the
     Collateral Value of the Tranche B Borrowing Base or the Aggregate Tranche B
     Credit Limit; (C) the sum of all Swing Line Loans outstanding which have
     been identified by the Companies in the applicable Loan Request as being
     scheduled for repayment by Tranche C Loans, plus all Tranche C Loans
     outstanding, exceed the lesser of the Collateral Value of the Tranche C
     Borrowing Base or the Aggregate Tranche C Credit Limit; (D) the sum of all
     Swing Line Loans outstanding which have been identified by the Companies in
     the applicable Loan Request as being scheduled for repayment by Tranche D
     Loans, plus all Tranche D Loans outstanding, exceed the lesser of the
     Collateral Value of the Tranche D Borrowing Base or the Aggregate Tranche D
     Credit Limit; (E) the sum of all Swing Line Loans outstanding which have
     been identified by the Companies in the applicable Loan Request as being

                                       6
<PAGE>
 
     scheduled for repayment by Tranche E Loans, plus all Tranche E Loans
     outstanding, exceed the lesser of the Collateral Value of the Tranche E
     Borrowing Base or the Aggregate Tranche E Credit Limit; or (F) the sum of
     all Swing Line Loans outstanding which have been identified by the
     Companies in the applicable Loan Request as being scheduled for repayment
     by Tranche F Loans, plus all Tranche F Loans outstanding, exceed the lesser
     of the Collateral Value of the Tranche F Borrowing Base or the Aggregate
     Tranche F Credit Limit.

          6A(b)  Interest Rate.  Each Swing Line Loan shall bear interest at the
                 -------------
Applicable Corporate Rate which corresponds to the type of Regular Loan
identified by the Companies in the applicable Loan Request as being scheduled to
repay such Swing Line Loan.

          6A(c)  Payment of Interest.  The Companies shall pay to the 
                 -------------------
Administrative Agent for distribution to First Union interest on Swing Line
Loans outstanding hereunder from the date disbursed to but not including the day
of payment or refunding pursuant to Paragraph 6A(d) below. Interest on Swing
Line Loans shall be payable monthly, in arrears, as provided in Paragraph 7(l)
below.

          6A(d) Refunding of Swing Line Loans. Upon demand by First Union, 
                -----------------------------
Swing Line Loans shall be refunded or participations therein acquired, as
applicable, in accordance with the following provisions. Such refunding or
acquisition will occur no later than 4:00 p.m. (Charlotte, North Carolina time)
on the day of such demand if made before 2:00 p.m. (Charlotte, North Carolina
time) and no later than 12:00 noon (Charlotte, North Carolina time) on the next
succeeding Business Day if demand therefor is made after 2:00 p.m. (Charlotte,
North Carolina time).

          (1) Prior to the occurrence of an Event of Default or Potential 
     Default, Swing Line Loans shall be refunded by the Lenders. Such refundings
     shall be made by the Lenders in accordance with their respective Percentage
     Shares and shall, thereafter, be reflected as actual Regular Loans of the
     Lenders on the books and records of the Administrative Agent. The type of
     Regular Loan made by the Lenders in connection with the refunding of any
     Swing Line Loan shall be the type of Loan identified by the Companies in
     the Loan Request for such Swing Line Loan as being scheduled to repay such
     Swing Line Loan.

          (2)  After the occurrence of any Event of Default or Potential 
     Default, each Lender (other than First Union) shall irrevocably and
     unconditionally purchase from First Union, without recourse or warranty
     (except that such outstanding Swing Line Loans in fact were made in
     accordance with the provisions of this Agreement, and are not subject to
     any Liens arising out of any act of First Union), an undivided interest and
     participation in any Swing Line Loans then outstanding, by paying to First
     Union, in dollars immediately available to First Union, an amount equal to
     such Lender's 

                                       7
<PAGE>
 
     Percentage Share of such Swing Line Loans, and thereafter, except as
     otherwise provided in the second succeeding sentence, the Lenders'
     respective interests in such Swing Line Loans, and the remaining interest
     of First Union in such Swing Line Loans, shall in all respects be treated
     as Regular Loans under this Agreement of the type identified by the
     Companies in the Loan Request for such Swing Line Loan as being scheduled
     to repay such Swing Line Loan, but such Swing Line Loans shall continue to
     be evidenced by the Note which evidences the Swing Line Loans. If any
     Lender does not pay any amount which it is required to pay to First Union,
     First Union shall be entitled to recover such amount on demand from such
     Lender, together with interest thereon, at the Applicable Corporate Rate,
     for each day from the date of such demand, if made prior to 2:00 p.m.
     (Charlotte, North Carolina time) on any Business Day, or, if made after
     2:00 p.m. from the next Business Day following the date of such demand,
     until the date such amount is paid to First Union by such Lender. If such
     Lender does not pay such amount forthwith upon First Union's demand
     therefor, and until such time as such Lender makes the required payment,
     First Union shall be deemed to continue to have outstanding a Swing Line
     Loan in the amount of such unpaid participation obligation for all purposes
     of this Agreement other than those provisions requiring such other Lender
     to purchase a participation therein. First Union shall upon the request of
     such Lender, furnish to such Lender a participation certificate evidencing
     the participation purchased by such Lender.

          (3)  [Intentionally Omitted].

          (4)  Notwithstanding anything contained in this Agreement to the 
     contrary, no Lender shall be obligated to refund or acquire a participation
     interest in any Swing Line Loans made by First Union unless (i) First Union
     believed in good faith that all conditions specified in Paragraph 6A(a)
     above and Paragraph 9 below to the making of such Swing Line Loans were
     satisfied at the time such Swing Line Loans were made, or (ii) such Lender
     had actual knowledge that any such condition had not been satisfied and
     failed to notify First Union in writing prior to the time First Union made
     such Swing Line Loan that First Union was not authorized to make a Swing
     Line Loan until such condition had been satisfied, or (iii) the
     satisfaction of any such condition that was not satisfied had been waived
     by the requisite Lenders in accordance with the provisions of this
     Agreement, or the making of such Swing Line Loan in the face of such non-
     satisfied condition or conditions had been consented to by the requisite
     Lenders in accordance with the provisions of this Agreement."

     9.  Paragraph 7(j)(1) of the Credit Agreement is hereby deleted in its 
entirety and the following paragraph is hereby substituted in lieu thereof:

                                       8
<PAGE>
 
                    "(1)(a)  If the Companies desire to borrow a Swing Line Loan
               hereunder, the Companies shall make a Loan Request to the
               Administrative Agent no later than 4:45 p.m. (Charlotte, North
               Carolina time) on the proposed funding date, which Loan Request
               shall identify the type of Regular Loan which is scheduled to
               repay such Swing Line Loan.  First Union shall make available the
               amount of the proposed Swing Line Loan by crediting the amount
               thereof in immediately available same day funds to the Funding
               Account on such date.

                    (b)     If the Companies desire to borrow a Corporate Rate 
               Loan (other than a Swing Line Loan) hereunder, the Companies
               shall make a Loan Request to the Administrative Agent no later
               than 2:00 p.m. (Charlotte, North Carolina time) on the proposed
               funding date, which Loan Request shall be forwarded promptly by
               the Administrative Agent to the Lenders by facsimile transmission
               no later than 2:45 p.m. (Charlotte, North Carolina time) on such
               date. The applicable Lenders shall make available the amount of
               their respective Percentage Shares of the proposed Corporate Rate
               Loan by crediting the amount thereof in immediately available
               same day funds to the Funding Account no later than 3:30 p.m.
               (Charlotte, North Carolina time) on such date."

     10.  Paragraph 7(j)(3) of the Credit Agreement is hereby deleted in its 
entirety and the following paragraph is hereby substituted in lieu thereof:

          "(3)  Each Corporate Rate Loan (other than a Swing Line Loan) and each
     Eurodollar Loan shall be allocated among and funded by the Lenders in
     accordance with their applicable Percentage Shares.  The failure of any
     Lender to make its Percentage Share of any Regular Loan to be made by it as
     part of any borrowing shall not relieve any other Lender of its obligation
     hereunder to advance its applicable portion of the principal amount thereof
     but no Lender shall be responsible for the failure of any other Lender to
     make the advance required of it."

     11.  Paragraph 7(k) of the Credit Agreement is hereby deleted in its 
entirety and the following paragraph is hereby substituted in lieu thereof:

          "7(k) Notes. The joint and several obligations of the Companies to
                -----
     repay the Loans shall be evidenced by (i) notes payable to the order of
     each Lender, as applicable, in the form set forth as Exhibit A-2 in the
                                                          -----------
     Addendum, and (ii) a Facility II Swing Line Promissory Note payable to the
     order of First Union, in form 

                                       9
<PAGE>
 
     and content acceptable to First Union (collectively the "Notes")."

     12.  Paragraph 7(n) of the Credit Agreement is hereby deleted in its 
entirety and the following paragraph is hereby substituted in lieu thereof:

          "7(n)  Borrowing Base Conformity; Mandatory Prepayments.
                 -------------------------------------------------

                    (1)  The Companies shall cause to be maintained with the 
          Collateral Agent a Tranche A Borrowing Base such that the Collateral
          Value of the Tranche A Borrowing Base is not less than, at any date,
          the sum of the aggregate dollar amount of outstanding Tranche A Loans
          plus the aggregate dollar amount of outstanding Swing Line Loans which
          have been identified by the Companies in the applicable Loan Request
          as being scheduled for repayment by Tranche A Loans.
 
                    (2) The Companies shall cause to be maintained with the
          Collateral Agent a Tranche B Borrowing Base such that the Collateral
          Value of the Tranche B Borrowing Base is not less than, at any date,
          the sum of the aggregate dollar amount of outstanding Tranche B Loans
          plus the aggregate dollar amount of outstanding Swing Line Loans which
          have been identified by the Companies in the applicable Loan Request
          as being scheduled for repayment by Tranche B Loans.
 
                    (3) The Companies shall cause to be maintained with the 
          Administrative Agent a Tranche C Borrowing Base such that the
          Collateral Value of the Tranche C Borrowing Base is not less than, at
          any date, the sum of the aggregate dollar amount of outstanding
          Tranche C Loans plus the aggregate dollar amount of outstanding Swing
          Line Loans which have been identified by the Companies in the
          applicable Loan Request as being scheduled for repayment by Tranche C
          Loans.
 
                    (4) The Companies shall cause to be maintained with the
          Collateral Agent a Tranche D Borrowing Base such that the Collateral
          Value of the Tranche D Borrowing Base is not less than, at any date,
          the sum of the aggregate dollar amount of outstanding Tranche D Loans
          plus the aggregate dollar amount of outstanding Swing Line Loans which
          have been identified by the Companies in the applicable Loan Request
          as being scheduled for repayment by Tranche D Loans.
 
                    (5) The Companies shall cause to be maintained with the
          Collateral Agent a Tranche E Borrowing Base such that the Collateral
          Value of the Tranche E Borrowing Base is not less than, at any date,
          the sum of the aggregate dollar amount of outstanding 

                                       10
<PAGE>
 
          Tranche E Loans plus the aggregate dollar amount of outstanding
          Swing Line Loans which have been identified by the Companies in the
          applicable Loan Request as being scheduled for repayment by Tranche E
          Loans.
 
                    (6) The Companies shall cause to be maintained with the
          Collateral Agent a Tranche F Borrowing Base such that the Collateral
          Value of the Tranche F Borrowing Base is not less than, at any date,
          the sum of the aggregate dollar amount of outstanding Tranche F Loans
          plus the aggregate dollar amount of outstanding Swing Line Loans which
          have been identified by the Companies in the applicable Loan Request
          as being scheduled for repayment by Tranche F Loans.
          
                    (7) The Companies shall prepay Loans to the Administrative
          Agent on behalf of the Lenders, upon telephonic or facsimile demand by
          the Administrative Agent, on any day (A) in the amount by which the
          aggregate principal amount of outstanding Tranche A Loans, plus the
          aggregate principal amount of outstanding Swing Line Loans which have
          been identified by the Companies in the applicable Loan Request as
          being scheduled for repayment by Tranche A Loans, exceeds the
          Collateral Value of the Tranche A Borrowing Base, (B) in the amount by
          which the aggregate principal amount of outstanding Tranche B Loans,
          plus the aggregate principal amount of outstanding Swing Line Loans
          which have been identified by the Companies in the applicable Loan
          Request as being scheduled for repayment by Tranche B Loans, exceeds
          the Collateral Value of the Tranche B Borrowing Base, (C) in the
          amount by which the aggregate principal amount of outstanding Tranche
          C Loans, plus the aggregate principal amount of outstanding Swing Line
          Loans which have been identified by the Companies in the applicable
          Loan Request as being scheduled for repayment by Tranche C Loans,
          exceeds the Collateral Value of the Tranche C Borrowing Base, (D) in
          the amount by which the aggregate principal amount of outstanding
          Tranche D Loans, plus the aggregate principal amount of outstanding
          Swing Line Loans which have been identified by the Companies in the
          applicable Loan Request as being scheduled for repayment by Tranche D
          Loans, exceeds the Collateral Value of the Tranche D Borrowing Base,
          (E) in the amount by which the aggregate principal amount of
          outstanding Tranche E Loans, plus the aggregate principal amount of
          outstanding Swing Line Loans which have been identified by the
          Companies in the applicable Loan Request as being scheduled for
          repayment by Tranche E Loans, exceeds the Collateral Value of the
          Tranche E Borrowing Base, (F) in the amount by which the aggregate
          principal amount of outstanding Tranche F Loans, plus the aggregate
          principal amount of outstanding Swing Line Loans which have been
          identified by the Companies in the applicable Loan Request as being
          scheduled for repayment

                                       11
<PAGE>
 
          by Tranche F Loans, exceeds the Collateral Value of the Tranche F
          Borrowing Base, or (G) in the amount by which the sum of the aggregate
          principal amount of outstanding Tranche A Loans, Tranche B Loans,
          Tranche C Loans, Tranche D Loans, Tranche E Loans, Tranche F Loans and
          Swing Line Loans exceeds the Aggregate Facility Commitment; said
          prepayment to be made on the date on which demand is made by the
          Administrative Agent if made prior to 12:00 p.m. (Charlotte, North
          Carolina time) or, if made later than 12:00 p.m. (Charlotte, North
          Carolina time), before 12:00 p.m. (Charlotte, North Carolina time) on
          the next Business Day.
           
                    (8) If at such time as the Companies shall be required to
          prepay Loans under this Paragraph 7(n) there shall not have occurred
          and be continuing an Event of Default, in lieu of prepaying the Loans
          as required, the Companies may deliver to the Collateral Agent or the
          Administrative Agent, as applicable, additional Collateral such that
          after giving effect to the inclusion of such Collateral in the
          respective borrowing bases, the Companies shall be in compliance with
          the requirements of subparagraphs (1) through (6) above."
          
     13.  Paragraph 7(o) of the Credit Agreement is hereby deleted in its
entirety and the following paragraph is hereby substituted in lieu thereof:

          "7(o)  Nature and Place of Payments. All payments made on account of
                 ----------------------------
     the Obligations shall be made to the Administrative Agent for distribution
     to the Lenders, and the Administrative Agent is hereby irrevocably
     authorized to debit the Settlement Account and distribute amounts held
     therein as provided in Paragraph 7(s) below on account thereof. All
     payments made on account of the Obligations shall be made without setoff or
     counterclaim in lawful money of the United States of America in immediately
     available same day funds, free and clear of and without deduction for any
     taxes, fees or other charges of any nature whatsoever imposed by any taxing
     authority. If such payments (other than principal payments made via wire
     transfers under the Federal Reserve System on Swing Line Loans held solely
     by First Union, i.e., the other Lenders have not purchased participations
     therein pursuant to Paragraph 6A(d)(2) above) are received by the
     Administrative Agent by 3:30 p.m. on any Business Day (Charlotte, North
     Carolina time) such payment will be credited on such Business Day. If a
     payment (other than principal payments made via wire transfers under the
     Federal Reserve System on Swing Line Loans held solely by First Union) is
     received after 3:30 p.m. (Charlotte, North Carolina time) by the
     Administrative Agent, such payment will be credited on the next succeeding
     Business Day and interest thereon shall be payable at the then applicable

                                       12
<PAGE>
 
     rate until credited, provided, that the Administrative Agent shall use its
                          --------
     best efforts to credit such payment on the Business Day received. Principal
     payments via wire transfers under the Federal Reserve System on Swing Line
     Loans held solely by First Union will be credited as of the Business Day on
     which First Union receives credit for such funds in its account with the
     Federal Reserve Bank. All amounts received by the Administrative Agent on
     account of the Obligations shall be disbursed by the Administrative Agent
     to the applicable Lenders by wire transfer on the date of receipt if
     received by the Administrative Agent by the applicable deadline for payment
     thereof as specified above, or if received later, on the next succeeding
     Business Day. If any payment required to be made by the Companies hereunder
     becomes due and payable on a day other than a Business Day, the due date
     thereof shall be extended to the next succeeding Business Day and interest
     thereon shall be payable at the then applicable rate during such
     extension."

     14.  Paragraph 7(s) of the Credit Agreement is hereby deleted in its
entirety and the following paragraph is hereby substituted in lieu thereof:

          "7(s)  Allocation of Payments Received.
                 -------------------------------

               (1)  Prior to the occurrence of an Event of Default and
     acceleration of all Loans outstanding hereunder or termination of the
     commitments of the Lenders to advance Loans hereunder, principal amounts
     received by the Administrative Agent with respect to Loans shall be
     allocated (i) first, to First Union in payment of any Swing Line Loans
                   -----
     which have not been refunded with Regular Loans, then (ii) next, among the
                                                                ----
     Lenders on account of the Obligations pro rata in accordance with their
     respective Percentage Shares.

               (2)  Following the occurrence of an Event of Default and
     acceleration of all Loans outstanding hereunder or termination of the
     commitments of the Lenders to advance Loans hereunder, all amounts received
     by the Administrative Agent on account of the Obligations shall be
     disbursed by the Administrative Agent as follows:
     
                    (i)  First, to the payment of reasonable costs and expenses
     incurred by the Administrative Agent and Collateral Agent in the
     performance of their duties and enforcement of their rights under the
     Credit Documents, including, without limitation, all reasonable costs
     and expenses of collection, reasonable attorneys' fees, court costs and
     foreclosure expenses;
     
                    (ii) Second, to First Union in payment of any Swing Line
     Loans outstanding (A) in which 

                                       13
<PAGE>
 
     the Lenders are obligated to purchase participations pursuant to the 
     terms and provisions of Paragraph 6(A)(d)(2) above, (B) which have not
     been refunded with Regular Loans, and (C) in which participations have
     not been purchased by the Lenders pursuant to the terms and provisions
     of Paragraph 6A(d)(2) above;
     
                    (iii) Third, to the Lenders, pro rata in accordance with
     their respective Repayment Shares, until the outstanding Loans and
     other Obligations shall have been paid in full, provided that all such
                                                     --------
     amounts described herein shall be applied first to interest and then
     to principal, as applicable, provided further that for the sole 
                                  -------- -------
     purpose of this Paragraph 7(s)(2)(iii), the Lenders' respective
     Repayment Shares shall be adjusted to take into account interest which
     may be owing to any Lender at a rate determined pursuant to the
     provisions of Paragraph 7(u) below, and provided further that for the
                                             -------- -------
     sole purpose of this Paragraph 7(s)(2)(iii), First Union's Repayment
     Share shall be adjusted to exclude Swing Line Loans outstanding which,
     by application of Paragraph 6A(d)(4) above, the Lenders are not
     obligated to refund;

                    (iv) Fourth, to First Union in payment of any Swing Line
     Loans outstanding which, by application of Paragraph 6A(d)(4) above, 
     the Lenders are not obligated to refund; and
     
                    (v)  Fifth, to such Persons as may be legally entitled
 thereto."
 
     15.  Paragraph 12(g) of the Credit Agreement is hereby amended by deleting
the ratio "12.0:1.0" contained therein and substituting the ratio "10.0:1.0" in
lieu thereof.

     16.  Paragraph 13 of the Credit Agreement is hereby amended by adding the
following sentence to the end of the last paragraph thereof:

     "Provided, however, that no Lender will be required to purchase a
      --------  -------
     participation in a Swing Line Loan which, by application of Paragraph
     6A(d)(4) above, it would not have been obligated to refund."

     17.  The definition of the term "Aggregate Facility Commitment" contained
in Paragraph 16 of the Credit Agreement is hereby deleted in its entirety and
the following definition is hereby substituted in lieu thereof:

     "'Aggregate Facility Commitment' shall mean, at any time, the sum of the
       -----------------------------
     Lenders' Maximum Commitments at such time; provided that such sum shall not
                                                -------- ----
     exceed $250,000,000 at any time."

                                       14
<PAGE>
 
     18.  The definition of the term "Aggregate Tranche D Credit Limit"
contained in Paragraph 16 of the Credit Agreement is hereby amended by deleting
the phrase "fifty-five percent (55%)" contained therein and substituting the
phrase "seventy-five percent (75%)" in lieu thereof.

     19.  The definitions of the terms "Corporate Rate Loan" and "Corporate Rate
Loans" contained in Paragraph 16 of the Credit agreement are hereby deleted in
their entireties and the following definitions are hereby substituted in lieu
thereof:

     "'Corporate Rate Loan' shall mean a Tranche A Corporate Rate Loan, a
       -------------------
     Tranche B Corporate Rate Loan, a Tranche C Corporate Rate Loan, a Tranche D
     Corporate Rate Loan, a Tranche E Corporate Rate Loan, a Tranche F Corporate
     Rate Loan or a Swing Line Loan, as applicable."

     "'Corporate Rate Loans' shall mean, collectively, Tranche A Corporate Rate
       --------------------
     Loans, Tranche B Corporate Rate Loans, Tranche C Corporate Rate Loans,
     Tranche D Corporate Rate Loans, Tranche E Corporate Rate Loans, Tranche F
     Corporate Rate Loans and Swing Line Loans."

     20.  The definition of the term "Eurodollar Rate" contained in Paragraph 16
of the Credit Agreement is hereby deleted in its entirety and the following
definition is hereby substituted in lieu thereof:

     "'Eurodollar Rate' shall mean, with respect to any Eurodollar Loan for the
       ---------------
     Interest Period applicable to such Eurodollar Loan, the arithmetic average
     of the rates at which deposits in immediately available U.S. dollars in an
     amount equal to the aggregate amount of Eurodollar Loans proposed to be
     subject to such rates having a maturity approximately equal to such
     Interest Period are offered to or by reference banks in the London
     interbank market, as determined by the Administrative Agent by reference to
     page 3750 or 4833, as applicable, of the Telerate Systems Incorporated
     screen service as of 11:00 a.m. (London time) two Eurodollar Business Days
     prior to the first day of such Interest Period."

     21.  The definitions of the terms "Loan" and "Loans" contained in Paragraph
16 of the Credit Agreement are hereby deleted in their entireties and the
following definitions are hereby substituted in lieu thereof:

     "'Loan' shall mean a Tranche A Loan, a Tranche B Loan, a Tranche C Loan, a
       ----
     Tranche D Loan, a Tranche E Loan, a Tranche F Loan, or a Swing Line Loan,
     as applicable."

     "'Loans' shall mean, collectively, Tranche A Loans, Tranche B Loans,
       -----
     Tranche C Loans, Tranche D Loans, Tranche E Loans, Tranche F Loans and
     Swing Line Loans."

                                       15
<PAGE>
 
     22.  The following definitions of the terms "Maximum Swing Line
Commitment", "Regular Loan", "Regular Loans", "Swing Line Loan" and "Swing Line
Loans" are hereby added to Paragraph 16 in correct alphabetical order as
follows:

     "'Maximum Swing Line Commitment' shall mean with respect to First Union the
       -----------------------------
     lesser of (i) the excess of its Maximum Commitment over its Percentage
     Share of all Regular Loans outstanding, or (ii) $20,000,000."

     "'Regular Loan' shall mean a Tranche A Loan, a Tranche B Loan, a Tranche C
       ------------
     Loan, a Tranche D Loan, a Tranche E Loan or a Tranche F Loan, as
     applicable."

     "'Regular Loans' shall mean, collectively, Tranche A Loans, Tranche B
       -------------
     Loans, Tranche C Loans, Tranche D Loans, Tranche E Loans and Tranche F
     Loans."

     "'Swing Line Loan' and 'Swing Line Loans' shall have the meanings given
       ---------------       ---------------- 
     such terms in Paragraph 6A(a) above."
 
     23.  The Commitment Schedule (Facility II Credit Agreement) contained as
Schedule I-2 to the Addendum is hereby deleted and the Commitment Schedule
(Facility II Credit Agreement) attached as EXHIBIT A to this Amendment is
substituted therefor.
 
     24.  This Amendment shall become effective as of the date hereof, provided
that the Administrative Agent shall have received by such date the following
items:

     (A) A copy of this Amendment executed by each of the Companies, each of the
     Lenders, and the Administrative Agent (whether such parties shall have
     signed the same or different copies);

     (B) A Facility II Swing Line Promissory Note of even date herewith, as duly
     executed by the Companies, such note to be payable by the Companies to the
     order of First Union and to be in the form of ANNEX I HERETO; AND

     (C) Certificates of even date herewith signed by the President or any Vice
     President of each of CWM, INMC and ILC, and attested to by the Secretary or
     any Assistant Secretary of each of CWM, INMC and ILC, certifying that (i)
     the Articles, Bylaws and resolutions of each such party previously
     delivered to the Administrative Agent remain in full force and effect
     except as provided therein, (ii) such party remains in good standing, (iii)
     all representations and warranties of such party previously made to the
     Lenders remain true, complete and accurate, and (iv) no Event of Default or
     Potential Default has occurred and is continuing.

                                       16
<PAGE>
 
     25.  This Amendment is limited and, except as set forth herein, shall not
constitute a modification, acceptance or waiver of any other provision of the
Credit Agreement, or any other document or instrument entered into in connection
therewith.

     26.  This Amendment may be executed in any number of counterparts by the
different parties hereto on separate counterparts, each of which counterparts
when executed and delivered shall be an original, but all of which together
shall constitute one and the same instrument.  A complete set of counterparts
shall be lodged with the Companies and the Administrative Agent.

     27.  This Amendment and the rights and obligations of the parties hereunder
shall be construed in accordance with and governed by the laws of the State of
North Carolina.

     28.  From and after the date hereof, all references in the Credit
Agreement, and any other document or instrument entered into in connection
therewith, to the Credit Agreement shall be deemed to be references to the
Credit Agreement as amended hereby.

     29.  THE LENDERS, THE ADMINISTRATIVE AGENT, AND THE COMPANIES EACH HEREBY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES, TO THE MAXIMUM EXTENT PERMITTED
BY LAW, THE RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS
AMENDMENT AND ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH.
THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDERS AND THE ADMINISTRATIVE
AGENT TO ENTER INTO THIS AMENDMENT.

                                       17
<PAGE>
 
     IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of
this Amendment to be duly executed and delivered as of the date first above
written.

                           CWM MORTGAGE HOLDINGS, INC.


                           By:  /s/ Michael W. Perry
                           Name:  Michael W. Perry
                           Title:  Executive Vice President &
                                    Chief Operating Officer


                           INDEPENDENT NATIONAL MORTGAGE CORPORATION

                           By:  /s/ Michael W. Perry
                           Name:  Michael W. Perry
                           Title:  President & Chief Executive
                                    Officer


                           INDEPENDENT LENDING CORPORATION


                           By:  /s/ Michael W. Perry
                           Name:  Michael W. Perry
                           Title:  President & Chief Executive
                                    Officer


                           FIRST UNION NATIONAL BANK OF
                             NORTH CAROLINA,
                           as Administrative Agent and as a Lender


                           By:  /s/ Carolyn Eskridge
                           Name:  Carolyn Eskridge
                           Title:  SVP


                           THE BANK OF NEW YORK


                           By:  /s/ Cynthia E. Crites
                           Name:  Cynthia E. Crites
                           Title:  AVP

                                       18
<PAGE>
 
                           CREDIT LYONNAIS, CAYMAN ISLANDS BRANCH


                           By:  /s/ William J. Fischer
                           Name:  William J. Fischer
                           Title:  Authorized Signatory


                           DRESDNER BANK AG, LOS ANGELES AGENCY AND GRAND CAYMAN
                           BRANCH


                           By:  /s/ Sidney S. Jordan
                           Name:  Sidney S. Jordan
                           Title:  Vice President

                           By:  /s/ Vitol Wiacek
                           Name:  Vitol Wiacek
                           Title:  Asst. Vice President


                           THE FIRST NATIONAL BANK OF CHICAGO


                           By:  /s/ Ann H. Chudacoff
                           Name:  Ann H. Chudacoff
                           Title:  Vice President


                           GUARANTY FEDERAL BANK F.S.B.


                           By:  /s/ Abbie Y. Tidmore
                           Name:  Abbie Y. Tidmore
                           Title:  Vice President


                           HIBERNIA NATIONAL BANK


                           By:  /s/ Edward K. Santos
                           Name:  Edward K. Santos
                           Title:  Vice President

                                       19
<PAGE>
 
                           NATWEST BANK N.A.


                           By:  /s/ Robert L. Klein
                           Name:  Robert L. Klein
                           Title:  Assistant Vice President


                           NATIONSBANK OF TEXAS, N.A.


                           By:  /s/ Mary Pat Riggins
                           Name:  Mary Pat Riggins
                           Title:  Vice President

                                       20