Exhibit 4.6





Exhibit 4.6



RED OAK MERGER CORPORATION




 




SECOND SUPPLEMENTAL INDENTURE




Dated as of July 1, 2008




Supplementing the Subordinated Indenture, dated

as of April 11, 2003, among

Countrywide Financial Corporation,

Countrywide Home Loans, Inc.,

and




The Bank of New York Mellon (formerly known as The Bank of New York), as Trustee,

as supplemented by First Supplemental Indenture, dated as of April 11, 2003, among

Countrywide Financial Corporation, Countrywide Home Loans, Inc., and The Bank of

New York Mellon (formerly known as The Bank of New York), as Trustee.




 









 





     THIS SECOND SUPPLEMENTAL INDENTURE, dated as of July 1, 2008 (the “Second Supplemental
Indenture”), is made by and among RED OAK MERGER CORPORATION, a Delaware corporation (the
“Corporation”), COUNTRYWIDE FINANCIAL CORPORATION, a Delaware corporation (“Issuer”), COUNTRYWIDE
HOME LOANS, INC., a New York corporation (“Guarantor”), and THE BANK OF NEW YORK MELLON (formerly
known as The Bank of New York), a New York banking corporation, as Trustee (the “Trustee”) under
the Indenture referred to herein.



W I T N E S S E T H:





     WHEREAS, Issuer, the Guarantor and the Trustee are parties to a Subordinated Indenture dated
as of April 11, 2003, as supplemented by First Supplemental Indenture, dated as of April 11, 2003,
among Issuer, the Guarantor and the Trustee (as amended and supplemented, the “Indenture”),
providing for the issuance of Debt Securities;



     WHEREAS, there is outstanding under the terms of the Indenture one or more series of Debt
Securities (the “Securities”);



     WHEREAS, Bank of America Corporation, Issuer and the Corporation have entered into an
Agreement and Plan of Merger (the “Merger Agreement”), dated as of January 11, 2008, pursuant to
which Issuer will merge with and into the Corporation (the “Merger”), with the Corporation as the
surviving corporation in the Merger;



     WHEREAS, the Merger is being consummated on July 1, 2008;



     WHEREAS, Section 10.01(1) of the Indenture provides that in the case of a merger of Issuer
into another corporation, the surviving corporation shall expressly assume by supplemental
indenture all the obligations and covenants under the Securities and the Indenture to be
performed and observed by Issuer;



     WHEREAS, Section 9.01(a) of the Indenture provides that Issuer and the Guarantor, with the
authorization of their respective Boards of Directors, and the Trustee, may amend the Indenture
without notice to or consent of any holders of the Securities to evidence the succession of another
corporation to Issuer by merger and the assumption by the successor corporation of the obligations
and covenants of Issuer under the Indenture;



     WHEREAS, this Second Supplemental Indenture has been duly authorized by all necessary
corporate action on the part of each of Issuer, the Guarantor and the Corporation;



     WHEREAS, the Trustee has determined this Second Supplemental Indenture is satisfactory to it
in form; and



     WHEREAS, all things necessary to make this Second Supplemental Indenture a valid indenture
and agreement according to its terms have been done.



 









 





     NOW, THEREFORE, in consideration of these premises, Issuer, the Guarantor, the Corporation
and the Trustee agree as follows for the equal and ratable benefit of the holders of the
Securities:



ARTICLE I

ASSUMPTION BY SUCCESSOR CORPORATION

AND SUPPLEMENTAL PROVISIONS




     SECTION 1.1 Assumption of the Securities.



     (a) The Corporation hereby represents and warrants that




     (i) it is a corporation organized and existing under the laws of the State of
Delaware and is the surviving corporation in the Merger; and




     (ii) the execution, delivery and performance of this Second
Supplemental Indenture has been duly authorized by the Board of Directors of the
Corporation.



     (b) The Corporation hereby expressly assumes the due and punctual payment of the principal of
(and premium, if any) and interest on all the Securities and the performance of every covenant of
the Indenture on the part of Issuer to be performed or observed.



     SECTION 1.2 Name. Effective July 1, 2008, the name of Issuer, as the successor
corporation under the Indenture, shall be “Red Oak Merger Corporation.”



     SECTION 1.3 Trustee’s Acceptance. The Trustee hereby accepts this Second Supplemental
Indenture and agrees to perform the same under the terms and conditions set forth in the
Indenture.



ARTICLE II

MISCELLANEOUS




     SECTION 2.1 Effect of Supplemental Indenture. Upon the later to occur of (i) the execution and
delivery of this Second Supplemental Indenture by the Corporation, Issuer, the Guarantor and the
Trustee and (ii) the effective time of the Merger, the Indenture shall be supplemented in
accordance herewith, and this Second Supplemental Indenture shall form a part of the Indenture for
all purposes, and every holder of Securities heretofore or hereafter authenticated and delivered
under the Indenture shall be bound thereby.



     SECTION 2.2 Indenture Remains in Full Force and Effect. Except as supplemented hereby, all
provisions in the Indenture shall remain in full force and effect.



     SECTION 2.3 Indenture and Supplemental Indentures Construed Together.
This Second Supplemental Indenture is an indenture supplemental to and in



2









 







implementation of the Indenture, and the Indenture and this Second Supplemental Indenture
shall henceforth be read and construed together.



     SECTION 2.4 Confirmation and Preservation of Indenture. The Indenture as supplemented by this
Second Supplemental Indenture is in all respects confirmed and preserved.



     SECTION 2.5 Conflict with Trust Indenture Act. If any provision of this Second Supplemental
Indenture limits, qualifies or conflicts with any provision of the Trust Indenture Act (the “TIA”)
that is required under the TIA to be part of and govern any provision of this Second Supplemental
Indenture, the provision of the TIA shall control. If any provision of this Second Supplemental
Indenture modifies or excludes any provision of the TIA that may be so modified or excluded, the
provision of the TIA shall be deemed to apply to the Indenture as so modified or to be excluded by
this Second Supplemental Indenture, as the case may be.



     SECTION 2.6 Severability. In case any provision in this Second Supplemental Indenture shall
be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.



     SECTION 2.7 Terms Defined in the Indenture. All capitalized terms not otherwise defined
herein shall have the meanings ascribed to them in the Indenture.



     SECTION 2.8 Addresses for Notice, etc., to the Corporation and Trustee.
Any notice or demand which by any provisions of this Second Supplemental Indenture or the Indenture
is required or permitted to be given or served by the Trustee or by the holders of Securities to or
on the Corporation may be given in the manner specified in the Indenture to the following address:


Bank of America Corporation

Bank of America Corporate Center

100 North Tryon Street

NC1-007-07-13

Corporate Treasury Division

Charlotte, North Carolina 28255

Telephone: (980) 387-3776

Facsimile: (980) 387-8794

Attention: B. Kenneth Burton, Jr.



Together with a copy to:



Bank of America Corporation

Legal Department

NC1-002-29-01

101 South Tryon Street




3









 







Charlotte, North Carolina 28255

Telephone: (704) 386-4238

Facsimile: (704) 386-1670

Attention: Teresa M. Brenner, Esq.




     SECTION 2.9 Headings. The Article and Section headings of this Second Supplemental Indenture
have been inserted for convenience of reference only, are not to be considered part of this
Second Supplemental Indenture and shall in no way modify or restrict any of the terms or
provisions hereof.



     SECTION 2.10 Benefits of Second Supplemental Indenture, etc. Nothing in this Second
Supplemental Indenture or the Securities, express or implied, shall give to any Person, other than
the parties hereto and thereto and their successors hereunder and thereunder and the holders of
the Securities, any benefit of any legal or equitable right, remedy or claim under the Indenture,
this Second Supplemental Indenture or the Securities.



     SECTION 2.11 Certain Duties and Responsibilities of the Trustee. In entering into this Second
Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the
Indenture relating to the conduct or affecting the liability or affording protection to the
Trustee, whether or not elsewhere herein so provided.



     SECTION 2.12 Counterparts. The parties may sign any number of copies of this Second
Supplemental Indenture. Each signed copy shall be an original, but all of them together
represent the same agreement.



     SECTION 2.13 Governing Law. This Second Supplemental Indenture shall be deemed to be a
contract made under the laws of the State of New York, and for all purposes shall be governed by
and construed in accordance with the laws of said State without regard to conflicts of laws
principles.



     SECTION 2.14 Trustee Not Responsible for Recitals. The recitals contained herein (other than
the eighth recital) shall be taken as the statements of the Corporation, the Issuer and the
Guarantor, as the case may be, and the Trustee assumes no responsibility for their correctness.
The Trustee makes no representation as to the validity or sufficiency of this Second Supplemental
Indenture.



[Signature Pages Follow]





4









 








     IN WITNESS WHEREOF, the parties have caused this Second Supplemental Indenture to be duly
executed as of the date first written above.



	 	 	 	 	 	 	 
	 	 	THE CORPORATION:	 	 
	 
	 	 	 	 	 	 
	 	 	Red Oak Merger Corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Joe
L. Price 	 	 
	 

	 	Name:
	 	Joe L. Price
	 	 
	 

	 	Title:	 	Chief Financial Officer 	 	 






 









 






	 	 	 	 	 	 	 
	 	 	ISSUER:	 	 
	 
	 	 	 	 	 	 
	 	 	Countrywide Financial Corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ JENNIFER S. SANDEFUR 	 	 
	 

	 	Name:
	 	Jennifer S. Sandefur
	 	 
	 

	 	Title:	 	Senior Managing Director, Treasurer 	 	 
	 
	 	 	 	 	 	 
	 	 	GUARANTOR:	 	 
	 
	 	 	 	 	 	 
	 	 	Countrywide Home Loans, Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ JENNIFER S. SANDEFUR 	 	 
	 

	 	Name:
	 	Jennifer S. Sandefur
	 	 
	 

	 	Title:	 	Senior Managing Director, Treasurer 	 	 






 









 






	 	 	 	 	 	 	 
	 	 	THE TRUSTEE:	 	 
	 
	 	 	 	 	 	 
	 	 	The Bank of New York Mellon	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/
Rafael E. Miranda 	 	 
	 

	 	Name:
	 	Rafael E. Miranda
	 	 
	 

	 	Title:	 	Vice President