FIRST AMENDMENT 

This FIRST AMENDMENT, dated as of July 19, 2010 (this “Amendment”), amends that certain 

CREDIT AGREEMENT, dated as of March 3, 2009 (as amended from time to time, the “Credit 

Agreement”), among TALF LLC, a Delaware limited liability company (“Borrower”), the FEDERAL 

RESERVE BANK OF NEW YORK, in its capacity as controlling party and senior lender (“Controlling 

Party” or “Senior Lender”) and the UNITED STATES DEPARTMENT OF THE TREASURY, as 

subordinated lender (“Subordinated Lender”). Capitalized terms used but not defined herein have the 

respective meanings given to them in the Credit Agreement. 

 WHEREAS, the parties hereto have agreed to amend the Credit Agreement as more fully set forth 

below; 

 NOW, THEREFORE, the parties hereto hereby agree as follows: 

 Section 1. Definitions

Amendment of Section 1.01 of the Credit Agreement (Defined Terms).

(i) The definition of “Senior Loan Commitment” is hereby restated in its entirety as follows: 

“Senior Loan Commitment”: the obligation of the Senior Lender to make Senior 

Loans to the Borrower in an aggregate principal amount not to exceed 

$38,700,000,000. 

(ii) The definition of “Senior Loan Commitment Availability Date” is hereby restated in its 

entirety as follows: “Senior Loan Commitment Availability Date”: the date on 

which the aggregate initial principal amount of Subordinated Loans made by the 

Subordinated Lender (excluding any Contingent Interest) equals $4,300,000,000. 

(iii)The definition of “Subordinated Loan Commitment” is hereby restated in its entirety as 

follows: “Subordinated Loan Commitment”: the obligation of the Subordinated 

Lender to make Subordinated Loans to the Borrower in an aggregate principal 

amount not to exceed $4,300,000,000. 

Section 2. Miscellaneous

(i) Continuing Effectiveness. Except as expressly set forth herein, the 

Credit Agreement shall remain in full force and effect and is ratified, approved and 

confirmed in all respects. The execution, delivery and effectiveness of this 

Amendment shall not, except as expressly provided herein, operate as a waiver of 

any right, power or remedy of the parties under the Credit Agreement, nor constitute 

a waiver of any provision of the Credit Agreement. 

(ii) Reference to and Effect on the Credit Agreement. Upon the effectiveness of this 

Amendment, each reference in the Credit Agreement to “this Agreement”, 

“hereunder”, “hereof” or words of like import referring to the Credit Agreement 
shall mean and be a reference to the Credit Agreement as amended by this 

Amendment. 

(iii) Execution in Counterparts; Effectiveness of Amendment. This Amendment may be 

signed in any number of counterparts, each of which shall be an original, with the 

same effect as if the signatures thereon and hereto were upon the same instrument. 

This Amendment shall become effective when each party hereto shall have received 

the counterpart hereof signed by the other party hereto. 

Section 3. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND 

CONSTRUED IN ACCORDANCE WITH THE FEDERAL LAW OF THE UNITED STATES 

IF AND TO THE EXTENT SUCH LAW IS APPLICABLE, AND OTHERWISE IN 

ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO 

CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE. 

Section 4. Successors and Assigns. The provisions of this Amendment shall be binding upon 

and inure to the benefit of the parties hereto and their respective successors and assigns. 
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly

executed.

TALF LLC, as Borrower

By: FEDERAL RESERVE BANK OF NEW

YORK, as its sole Managing Member

By:

Name:

Title:

FEDERAL RESERVE BANK OF NEW

YORK, as Controlling Party

By:

Name:

Title:

FEDERAL RESERVE BANK OF NEW

YORK, as Senior Lender

By:

Name:

Title:

UNITED STATES DEPARTMENT OF THE

TREASURY, as Subordinated Lender

By:

Name:

Title: