**Exhibit 10.126**

 

EXECUTION COPY

 

**SECONDAMENDMENT**

 

SECOND AMENDMENT, datedas of November 18, 2005 (this “Amendment”), to the CREDIT AGREEMENT,dated as of November 19, 2004 (as amended by the First Amendment thereto datedas of May 11, 2005, the “Credit Agreement”), among Countrywide FinancialCorporation (“CFC”), Countrywide Home Loans, Inc. (“CHL”), theLenders party thereto (the “Lenders”), Lloyds TSB Bank, PLC and SocieteGenerale, as Documentation Agents (in such capacity, the “DocumentationAgents”), BNP Paribas, as Syndication Agent (in such capacity, the “SyndicationAgent”), Barclays Bank PLC, as Administrative Agent (in such capacity, the “AdministrativeAgent”), and Royal Bank of Canada, as Managing Administrative Agent (insuch capacity, the “Managing Administrative Agent”).

 

**RECITALS**

** **

A.            Pursuantto the Credit Agreement, the Lenders currently party to the Credit Agreement(the “Existing Lenders”) agreed to extend credit to CFC and CHL on theterms and subject to the conditions set forth therein.

 

B.            TheLenders signing below have agreed to extend the Commitment Termination Date onthe terms and conditions set forth below.

 

C.            Inaddition, the Lenders have agreed to amend the Credit Agreement in certainrespects.

 

NOW, THEREFORE, in consideration of theforegoing Recitals and for other good and valuable consideration, the receiptand adequacy of which are hereby acknowledged, the parties hereto hereby agreeas follows:

 

**AGREEMENT**

** **

# 1.             Defined Terms.  Terms defined in the Credit Agreement andused herein shall have the meanings given to them in the Credit Agreement.

#  

# 2.             Amendments to Section 1.01.(a) Section1.01 of the Credit Agreement is hereby amended by deleting therefrom thedefinitions of the following defined terms in their entirety and substitutingin lieu thereof the following definitions:

#  

“Borrower”means CFC, CHL, or both, as appropriate.

 

“CommitmentTermination Date” means November 17, 2006.

 

“Term-OutMaturity Date” means, if so selected by the Borrowers pursuant to Section2.09(a), November 16, 2007.

 

### (b)  Section 1.01 of the Credit Agreement ishereby amended by deleting the pricing grid in its entirety in the definitionof “Applicable Rate” and substituting in lieu thereof the following:

 

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| **Index Debt Ratings**             | ** ** | **Federal  Funds Rate  Spread** | ** ** | **Eurodollar  Spread** | ** ** | **Facility********Fee Rate** | ** ** | **Utilization********Fee Rate********>50%** | ** ** |
|----------------------------------------------|------------|--------------------------------------|------------|------------------------|------------|-----------------------------------|------------|-----------------------------------------------------|------------|
| >=A1 from  Moodys or >=A+ from S&P |       | 19.0                                 |       | 19.0                   |       | 6.0                               |       | 7.5                                                 |       |
| A2 from  Moodys or A from S&P            |       | 23.0                                 |       | 23.0                   |       | 7.0                               |       | 7.5                                                 |       |
| A3 from  Moodys or A- from S&P           |       | 32.0                                 |       | 32.0                   |       | 8.0                               |       | 10.0                                                |       |
| Baa1 from  Moodys or BBB+ from S&P       |       | 38.5                                 |       | 38.5                   |       | 9.0                               |       | 12.5                                                |       |
| Baa2 from  Moodys or BBB from S&P        |       | 50.0                                 |       | 50.0                   |       | 12.5                              |       | 12.5                                                |       |
| <Baa2  from Moodys or BBB from S&P    |       | 70.0                                 |       | 70.0                   |       | 17.5                              |       | 12.5                                                |       |

#  

# 3.             Amendment to Section 2.11(b).  Section 2.11(b) of the Credit Agreement is hereby amended by deleting the words “equal orexceed 33.3%” and substituting in lieu thereof “exceed 50%”.

#  

# 4.             Amendments to Section 3.04.  (a) Section 3.04(a)(i) of the Credit Agreement is hereby amended by (i)deleting the reference to “December 31, 2002 and December 31, 2003” andsubstituting in lieu thereof “December 31, 2003 and December 31, 2004”, (ii)inserting the word “, respectively,” after the phrase “reported on” in thefourth line of Section 3.04(a) and (iii) inserting the phrase “and KPMG LLP,independent registered public accounting firm” after the phrase “independentpublic accountants,” in the fifth line of Section 3.04(a).

#  

# (b)  Section 3.04(a)(ii) of the Credit Agreement is hereby amended by deleting the reference to “March31, 2004 and September 30, 2004” and substituting in lieu thereof “March 31,2005 and September 30, 2005”.

#  

(c)  Section 3.04(b)(i) of the Credit Agreement is hereby amended by deleting the reference to “December31, 2002 and December 31, 2003” and substituting in lieu thereof “December 31,2003 and December 31, 2004”.

 

(d)  Section 3.04(b)(ii) of the Credit Agreementis hereby amended by deleting the reference to “March 31, 2004 and September30, 2004” and substituting in lieu thereof “March 31, 2005 and September 30,2005”.

 

(e)  Section 3.04(c) of the Credit Agreement ishereby amended by deleting the reference to “December 31, 2003” andsubstituting in lieu thereof “December 31, 2004”.

 

# 5.             Agents. Effective as of theEffective Date, the Agents under the Credit Documents shall be as set forthbelow:

 

2

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| Royal Bank of Canada                      |   | Managing Administrative Agent |
|-------------------------------------------|--------|-------------------------------|
|                                      |   | Joint Lead Arranger           |
|                                      |   | Joint Bookrunner              |
|                                      |   |                          |
| Barclays Bank PLC                         |   | Administrative Agent          |
|                                      |   | Joint Lead Arranger           |
|                                      |   | Joint Bookrunner              |
|                                      |   |                          |
| BNP Paribas                               |   | Syndication Agent             |
|                                      |   |                          |
| Lloyds TSB Bank, PLC and Societe Generale |   | Documentation Agents          |

 

# 6.             Addition of New Lenders andTermination of Certain Existing Lenders. To reflect the fact that certainfinancial institutions which are not currently Lenders may desire to becomeLenders under the Credit Agreement and that certain Existing Lenders may desireto terminate their participation in the Credit Agreement, any such financialinstitution signing below as a new Lender (a “New Lender”) shall becomea Lender under the Credit Agreement as of the Effective Date (as hereinafterdefined) and any Existing Lender not executing and delivering this Amendment(an “Exiting Lender”) shall cease to be a Lender under the CreditAgreement as of the Effective Date, notwithstanding any provision orrequirement in the Credit Agreement to the contrary, all on the following termsand conditions:

#  

## (a)           Each New Lender shall, from and afterthe Effective Date, be a Lender under the Credit Agreement with all the rightsand benefits and with all the agreements and obligations of a Lenderthereunder.

##  

## (b)           Each Exiting Lender shall, as of theEffective Date, cease to be a Lender under the Credit Agreement, its Commitment(and, if applicable, Swingline Commitment) thereunder shall terminate and itshall cease to have any agreements or obligations thereunder (it beingunderstood and agreed that any rights or benefits thereunder that are expresslystated to survive termination of the Credit Agreement shall continue to berights and benefits of the Exiting Lenders).

##  

## (c)           On and after the Effective Date, theCommitment and Swingline Commitment of each New Lender and each Existing Lenderthat is not an Exiting Lender shall be as set forth on the schedules attachedhereto as Annex 1 and Annex 2, respectively, and Schedule 2.01 and Schedule2.05 of the Credit Agreement shall be deemed amended accordingly.

##  

# 7.             Reaffirmation of CreditDocuments. Each of CFC and CHL hereby affirms and agrees that: (a) otherthan as expressly set forth herein, the execution and delivery by CFC and CHLof and the performance of its obligations under this Amendment shall not in anyway amend, impair, invalidate or otherwise affect any of the obligations of CFCor CHL, or the rights

 

3

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# of the Lenders, underthe Credit Agreement and each other Loan Document or any other document orinstrument made or given by CFC or CHL in connection therewith, (b) the term “Obligations”as used in the Loan Documents includes, without limitation, the Obligations ofCFC and CHL under the Credit Agreement as amended hereby and (c) except asexpressly amended hereby, the Loan Documents remain in full force and effect aswritten.

#  

# 8.             Effective Date. ThisAmendment shall be effective on and as of the day and year first above written(the “Effective Date”) subject to the delivery on or prior to such dateto the Managing Administrative Agent of the documents indicated below and thesatisfaction of the other conditions set forth below:

#  

## (a)           A copy of this Amendment, dulyexecuted by CFC, CHL, the New Lenders and the Existing Lenders that are notExiting Lenders.

##  

## (b)           Any Loans outstanding under theCredit Agreement shall have been paid or prepaid and all accrued interestthereon and accrued fees payable to the Existing Lenders thereunder shall havebeen paid (it being understood that any such payment may be made with theproceeds of a new borrowing under the Credit Agreement as amended hereby).

##  

## (c)           Such corporate resolutions,incumbency certificates and other authorizations from CFC and CHL as theManaging Administrative Agent may reasonably request.

##  

## (d)           A legal opinion of counsel to CFC andCHL in form and substance reasonably satisfactory to the ManagingAdministrative Agent.

##  

## (e)           Evidence satisfactory to the Agentsthat all fees and expenses payable to the Agents and the Lenders prior to or onthe Effective Date have been paid in full.

##  

# 9.             Counterparts. This Amendmentmay be executed in any number of counterparts, each of which when so executedshall be deemed to be an original and all of which when taken together shallconstitute one and the same agreement.

#  

# 10.           Representations and Warranties.Each of CFC and CHL hereby represents and warrants to the Lenders and theManaging Administrative Agent as follows:

#  

## (a)           Each of CFC and CHL has the corporatepower and authority and the legal right to execute, deliver and perform thisAmendment and has taken all necessary corporate action to authorize theexecution, delivery and performance of this Amendment. This Amendment has beenduly executed and delivered on behalf of CFC and CHL and constitutes the legal,valid and binding obligation of CFC and CHL enforceable against each suchPerson in accordance with its terms.

##  

## (b)           The representations and warranties ofthe Borrower set forth in Article III of the Credit Agreement as amended herebyare true and correct in all material respects as of the date hereof.

 

4

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# 11.           Governing Law.  This Amendmentand the rights and obligations of the parties hereunder shall be governed by,and construed and interpreted in accordance with, the laws of the State of NewYork.

#  

[Signature pages following]

 

5

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IN WITNESS WHEREOF, the parties hereto havecaused this Amendment to be executed as of the day and year first abovewritten.

 
|   | COUNTRYWIDE FINANCIAL CORPORATION, |
|--------|------------------------------------|
|   | a Delaware corporation             |
|   |                               |   |
|   |                               |   |
|   | By:                                | /s/ Jennifer S. Sandefur |   |
|   | Name:                              | Jennifer S. Sandefur |
|   | Title:                             | Senior Managing Director and Treasurer |
|   |                               |   |
|   |                               |   |
|   | COUNTRYWIDE HOME LOANS, INC.,      |
|   | a New York corporation             |
|   |                               |   |
|   |                               |   |
|   | By:                                | /s/ Jennifer S. Sandefur |   |
|   | Name:                              | Jennifer S. Sandefur |
|   | Title:                             | Senior Managing Director and Treasurer |

 

*Signature Page to the Second Amendment to the Countrywide 364-DayCredit Agreement*

*Royal Bank of Canada as Managing Administrative Agent*

 

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|   | ROYAL BANK OF CANADA, as Managing |
|--------|-----------------------------------|
|   | Administrative Agent              |
|   |                              |
|   |                              |   |
|   | By:                               | /s/ David Wheatley |   |
|   | Name:                             | David Wheatley |
|   | Title:                            | Manager, Agency |
|   |                              |   |
|   |                              |   |
|   | ROYAL BANK OF CANADA, as a Lender |
|   |                              |
|   |                              |   |
|   | By:                               | /s/ Howard Lee |   |
|   | Name:                             | Howard Lee |
|   | Title:                            | Authorized Signatory |
|        |                                   |  |  |  |

 

*Signature Page to the Second Amendment to the Countrywide 364-DayCredit Agreement*

*Royal Bank of Canada as Managing Administrative Agent*

 

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|   | BARCLAYS BANK PLC, as Administrative Agent |
|--------|--------------------------------------------|
|   | and a Lender                               |
|   |                                       |   |
|   |                                       |   |
|   | By:                                        | /s/ Alison A. McGuigan |   |
|   | Name:                                      | Alison A. McGuigan |
|   | Title:                                     | Associate Director |

 

*Signature Page to the Second Amendment to the Countrywide 364-DayCredit Agreement*

*Royal Bank of Canada as Managing Administrative Agent*

 

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SIGNATURE PAGE TO THESECOND AMENDMENT, DATED AS OF NOVEMBER 18, 2005, TO THE CREDIT AGREEMENT, DATEDAS OF NOVEMBER 19, 2004 (AS AMENDED BY THE FIRST AMENDMENT THERETO DATED AS OFMAY 11, 2005), AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIALCORPORATION, ROYAL BANK OF CANADA, AS MANAGING ADMINISTRATIVE AGENT, LLOYDS TSBBANK, PLC AND SOCIETE GENERALE, AS DOCUMENTATION AGENTS, BNP PARIBAS, ASSYNDICATION AGENT, BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT AND THE LENDERSPARTY THERETO

 

NAME OF INSTITUTION:

 

 

BNP PARIBAS, as a Lender

 

 
|   | By:    | /s/ Pierre-Nicholas Rogers |   |
|--------|--------|----------------------------|--------|
|   | Name:  | Pierre-Nicholas Rogers     |
|   | Title: | Managing Director          |
|   |   |                       |
|   |   |                       |
|   | By:    | /s/ Jamie Dillon           |   |
|   | Name:  | Jamie Dillon               |
|   | Title: | Managing Director          |
|        |        |                            |        |  |

 

*Signature Page to the Second Amendment to the Countrywide 364-DayCredit Agreement*

*Royal Bank of Canada as Managing Administrative Agent*

 

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SIGNATURE PAGE TO THESECOND AMENDMENT, DATED AS OF NOVEMBER 18, 2005, TO THE CREDIT AGREEMENT, DATEDAS OF NOVEMBER 19, 2004 (AS AMENDED BY THE FIRST AMENDMENT THERETO DATED AS OFMAY 11, 2005), AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIALCORPORATION, ROYAL BANK OF CANADA, AS MANAGING ADMINISTRATIVE AGENT, LLOYDS TSBBANK, PLC AND SOCIETE GENERALE, AS DOCUMENTATION AGENTS, BNP PARIBAS, ASSYNDICATION AGENT, BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT AND THE LENDERSPARTY THERETO

 

NAME OF INSTITUTION:

 

 

Lloyds TSB Bank, plc, asa Lender

 

 
|   | By:    | /s/ James M. Rudd                           |   |
|--------|--------|---------------------------------------------|--------|
|   | Name:  | James M. Rudd                               |
|   | Title: | Vice President, Financial Institutions, USA |
|   |   |                                        |
|   |   |                                        |
|   | By:    | /s/ Melissa Curry                           |   |
|   | Name:  | Melissa Curry                               |
|   | Title: | Assistant Vice President, Financial         |
|   |   | Institutions, USA                           |
|        |        |                                             |        |  |

 

*Signature Page to the Second Amendment to the Countrywide 364-DayCredit Agreement*

*Royal Bank of Canada as Managing Administrative Agent*

 

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SIGNATURE PAGE TO THESECOND AMENDMENT, DATED AS OF NOVEMBER 18, 2005, TO THE CREDIT AGREEMENT, DATEDAS OF NOVEMBER 19, 2004 (AS AMENDED BY THE FIRST AMENDMENT THERETO DATED AS OFMAY 11, 2005), AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIALCORPORATION, ROYAL BANK OF CANADA, AS MANAGING ADMINISTRATIVE AGENT, LLOYDS TSBBANK, PLC AND SOCIETE GENERALE, AS DOCUMENTATION AGENTS, BNP PARIBAS, ASSYNDICATION AGENT, BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT AND THE LENDERSPARTY THERETO

 

NAME OF INSTITUTION:

 

 

SOCIETE GENERALE, as aLender

 

 
|   | By:    | /s/ Barry Groveman |   |
|--------|--------|--------------------|--------|
|   | Name:  | Barry Groveman     |
|   | Title: | Vice President     |

 

*Signature Page to the Second Amendment to the Countrywide 364-DayCredit Agreement*

*Royal Bank of Canada as Managing Administrative Agent*

 

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SIGNATURE PAGE TO THESECOND AMENDMENT, DATED AS OF NOVEMBER 18, 2005, TO THE CREDIT AGREEMENT, DATEDAS OF NOVEMBER 19, 2004 (AS AMENDED BY THE FIRST AMENDMENT THERETO DATED AS OFMAY 11, 2005), AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIALCORPORATION, ROYAL BANK OF CANADA, AS MANAGING ADMINISTRATIVE AGENT, LLOYDS TSBBANK, PLC AND SOCIETE GENERALE, AS DOCUMENTATION AGENTS, BNP PARIBAS, ASSYNDICATION AGENT, BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT AND THE LENDERSPARTY THERETO

 

NAME OF INSTITUTION:

 

 

CREDIT SUISSE, CAYMANISLANDS BRANCH f/k/aCREDIT SUISSE FIRST BOSTON, ACTING THROUGHITS CAYMAN ISLANDS BRANCH, as a Lender

 

 
|   | By:    | /s/ Jay Chall   |   |
|--------|--------|-----------------|--------|
|   | Name:  | Jay Chall       |
|   | Title: | Director        |
|   |   |            |
|   |   |            |
|   | By:    | /s/ James Neira |   |
|   | Name:  | James Neira     |
|   | Title: | Associate       |
|        |        |                 |        |  |

 

*Signature Page to the Second Amendment to the Countrywide 364-DayCredit Agreement*

*Royal Bank of Canada as Managing Administrative Agent*

 

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SIGNATURE PAGE TO THESECOND AMENDMENT, DATED AS OF NOVEMBER 18, 2005, TO THE CREDIT AGREEMENT, DATEDAS OF NOVEMBER 19, 2004 (AS AMENDED BY THE FIRST AMENDMENT THERETO DATED AS OFMAY 11, 2005), AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIALCORPORATION, ROYAL BANK OF CANADA, AS MANAGING ADMINISTRATIVE AGENT, LLOYDS TSBBANK, PLC AND SOCIETE GENERALE, AS DOCUMENTATION AGENTS, BNP PARIBAS, ASSYNDICATION AGENT, BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT AND THE LENDERSPARTY THERETO

 

NAME OF INSTITUTION:

 

 

DANSKE BANK A/S, as aLender

 

 
|   | By:    | /s/ J.P. Darque            |   |
|--------|--------|----------------------------|--------|
|   | Name:  | J.P. Darque                |
|   | Title: | Assistant General Manager  |
|   |   |                       |
|   |   |                       |
|   | By:    | /s/ Peter Hughes           |   |
|   | Name:  | Peter Hughes               |
|   | Title: | Assistant  General Manager |

 

*Signature Page to the Second Amendment to the Countrywide 364-DayCredit Agreement*

*Royal Bank of Canada as Managing Administrative Agent*

 

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SIGNATURE PAGE TO THESECOND AMENDMENT, DATED AS OF NOVEMBER 18, 2005, TO THE CREDIT AGREEMENT, DATEDAS OF NOVEMBER 19, 2004 (AS AMENDED BY THE FIRST AMENDMENT THERETO DATED AS OFMAY 11, 2005), AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIALCORPORATION, ROYAL BANK OF CANADA, AS MANAGING ADMINISTRATIVE AGENT, LLOYDS TSBBANK, PLC AND SOCIETE GENERALE, AS DOCUMENTATION AGENTS, BNP PARIBAS, ASSYNDICATION AGENT, BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT AND THE LENDERSPARTY THERETO

 

NAME OF INSTITUTION:

 

 

Dresdner Bank AG, NewYork and Grand CaymanBranches, as a Lender

 

 
|   | By:    | /s/ Mark van der Griend |   |
|--------|--------|-------------------------|--------|
|   | Name:  | Mark van der Griend     |
|   | Title: | Managing Director       |
|   |   |                    |
|   |   |                    |
|   | By:    | /s/ Ryan C. Flohre      |   |
|   | Name:  | Ryan C. Flohre          |
|   | Title: | Vice President          |
|        |        |                         |        |  |

 

*Signature Page to the Second Amendment to the Countrywide 364-DayCredit Agreement*

*Royal Bank of Canada as Managing Administrative Agent*

 

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SIGNATURE PAGE TO THESECOND AMENDMENT, DATED AS OF NOVEMBER 18, 2005, TO THE CREDIT AGREEMENT, DATEDAS OF NOVEMBER 19, 2004 (AS AMENDED BY THE FIRST AMENDMENT THERETO DATED AS OFMAY 11, 2005), AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIALCORPORATION, ROYAL BANK OF CANADA, AS MANAGING ADMINISTRATIVE AGENT, LLOYDS TSBBANK, PLC AND SOCIETE GENERALE, AS DOCUMENTATION AGENTS, BNP PARIBAS, ASSYNDICATION AGENT, BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT AND THE LENDERSPARTY THERETO

 

NAME OF INSTITUTION:

 

 

Merrill Lynch Bank USA,as a Lender

 

 
|   | By:    | /s/ Derek Befus |   |
|--------|--------|-----------------|--------|
|   | Name:  | Derek Befus     |
|   | Title: | Vice President  |

 

*Signature Page to the Second Amendment to the Countrywide 364-DayCredit Agreement*

*Royal Bank of Canada as Managing Administrative Agent*

 

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SIGNATURE PAGE TO THESECOND AMENDMENT, DATED AS OF NOVEMBER 18, 2005, TO THE CREDIT AGREEMENT, DATEDAS OF NOVEMBER 19, 2004 (AS AMENDED BY THE FIRST AMENDMENT THERETO DATED AS OFMAY 11, 2005), AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIALCORPORATION, ROYAL BANK OF CANADA, AS MANAGING ADMINISTRATIVE AGENT, LLOYDS TSBBANK, PLC AND SOCIETE GENERALE, AS DOCUMENTATION AGENTS, BNP PARIBAS, ASSYNDICATION AGENT, BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT AND THE LENDERSPARTY THERETO

 

NAME OF INSTITUTION:

 

 

The Bank of Nova Scotia,as a Lender

 

 
|   | By:    | /s/ Todd Meller   |   |
|--------|--------|-------------------|--------|
|   | Name:  | Todd Meller       |
|   | Title: | Managing Director |

 

*Signature Page to the Second Amendment to the Countrywide 364-DayCredit Agreement*

*Royal Bank of Canada as Managing Administrative Agent*

 

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SIGNATURE PAGE TO THESECOND AMENDMENT, DATED AS OF NOVEMBER 18, 2005, TO THE CREDIT AGREEMENT, DATEDAS OF NOVEMBER 19, 2004 (AS AMENDED BY THE FIRST AMENDMENT THERETO DATED AS OFMAY 11, 2005), AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIALCORPORATION, ROYAL BANK OF CANADA, AS MANAGING ADMINISTRATIVE AGENT, LLOYDS TSBBANK, PLC AND SOCIETE GENERALE, AS DOCUMENTATION AGENTS, BNP PARIBAS, ASSYNDICATION AGENT, BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT AND THE LENDERSPARTY THERETO

 

NAME OF INSTITUTION:

 

 

Commonwealth Bank ofAustralia, as a Lender

 

 
|   | By:    | /s/ Laurie C. Tuzo                          |   |
|--------|--------|---------------------------------------------|--------|
|   | Name:  | Laurie C. Tuzo                              |
|   | Title: | Head of North America, Global Institutional |
|   |   | Banking                                     |

 

*Signature Page to the Second Amendment to the Countrywide 364-DayCredit Agreement*

*Royal Bank of Canada as Managing Administrative Agent*

 

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SIGNATURE PAGE TO THESECOND AMENDMENT, DATED AS OF NOVEMBER 18, 2005, TO THE CREDIT AGREEMENT, DATEDAS OF NOVEMBER 19, 2004 (AS AMENDED BY THE FIRST AMENDMENT THERETO DATED AS OFMAY 11, 2005), AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIALCORPORATION, ROYAL BANK OF CANADA, AS MANAGING ADMINISTRATIVE AGENT, LLOYDS TSBBANK, PLC AND SOCIETE GENERALE, AS DOCUMENTATION AGENTS, BNP PARIBAS, ASSYNDICATION AGENT, BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT AND THE LENDERSPARTY THERETO

 

NAME OF INSTITUTION:

 

 

Mizuho Corporate Bank,Ltd., as a Lender

 

 
|   | By:    | /s/ Robert Gallagher  |   |
|--------|--------|-----------------------|--------|
|   | Name:  | Robert Gallagher      |
|   | Title: | Senior Vice President |

 

*Signature Page to the Second Amendment to the Countrywide 364-DayCredit Agreement*

*Royal Bank of Canada as Managing Administrative Agent*

 

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SIGNATURE PAGE TO THESECOND AMENDMENT, DATED AS OF NOVEMBER 18, 2005, TO THE CREDIT AGREEMENT, DATEDAS OF NOVEMBER 19, 2004 (AS AMENDED BY THE FIRST AMENDMENT THERETO DATED AS OFMAY 11, 2005), AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIALCORPORATION, ROYAL BANK OF CANADA, AS MANAGING ADMINISTRATIVE AGENT, LLOYDS TSBBANK, PLC AND SOCIETE GENERALE, AS DOCUMENTATION AGENTS, BNP PARIBAS, ASSYNDICATION AGENT, BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT AND THE LENDERSPARTY THERETO

 

NAME OF INSTITUTION:

 

 

COOPERATIEVE CENTRALE

RAIFFEISEN-BOERENLEENBANKB.A.,

“Rabobank International,”NEW YORK BRANCH,

a bank organized underthe laws of The Netherlands

(“Rabobank International”),as a Lender

 

 
|   | By:    | /s/ Brett Delfino      |   |
|--------|--------|------------------------|--------|
|   | Name:  | Brett Delfino          |
|   | Title: | Executive Director     |
|   |   |                   |
|   |   |                   |
|   | By:    | /s/ Jeffrey C. Bazoian |   |
|   | Name:  | Jeffrey C. Bazoian     |
|   | Title: | Executive Director     |
|        |        |                        |        |  |

 

*Signature Page to the Second Amendment to the Countrywide 364-DayCredit Agreement*

*Royal Bank of Canada as Managing Administrative Agent*

 

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SIGNATURE PAGE TO THESECOND AMENDMENT, DATED AS OF NOVEMBER 18, 2005, TO THE CREDIT AGREEMENT, DATEDAS OF NOVEMBER 19, 2004 (AS AMENDED BY THE FIRST AMENDMENT THERETO DATED AS OFMAY 11, 2005), AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIALCORPORATION, ROYAL BANK OF CANADA, AS MANAGING ADMINISTRATIVE AGENT, LLOYDS TSBBANK, PLC AND SOCIETE GENERALE, AS DOCUMENTATION AGENTS, BNP PARIBAS, ASSYNDICATION AGENT, BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT AND THE LENDERSPARTY THERETO

 

NAME OF INSTITUTION:

 

 

THE TORONTO-DOMINION BANK,as a Lender

 

 
|   | By:    | /s/ Robyn Zeller  |   |
|--------|--------|-------------------|--------|
|   | Name:  | Robyn Zeller      |
|   | Title: | Managing Director |

 

*Signature Page to the Second Amendment to the Countrywide 364-DayCredit Agreement*

*Royal Bank of Canada as Managing Administrative Agent*

 

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SIGNATURE PAGE TO THESECOND AMENDMENT, DATED AS OF NOVEMBER 18, 2005, TO THE CREDIT AGREEMENT, DATEDAS OF NOVEMBER 19, 2004 (AS AMENDED BY THE FIRST AMENDMENT THERETO DATED AS OFMAY 11, 2005), AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIALCORPORATION, ROYAL BANK OF CANADA, AS MANAGING ADMINISTRATIVE AGENT, LLOYDS TSBBANK, PLC AND SOCIETE GENERALE, AS DOCUMENTATION AGENTS, BNP PARIBAS, ASSYNDICATION AGENT, BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT AND THE LENDERSPARTY THERETO

 

NAME OF INSTITUTION:

 

 

WestLB AG, New YorkBranch, as a Lender

 

 
|   | By:    | /s/ Samuel Bridges |   |
|--------|--------|--------------------|--------|
|   | Name:  | Samuel Bridges     |
|   | Title: | Executive Director |
|   |   |               |
|   |   |               |
|   | By:    | /s/ Dee Dee Sklar  |   |
|   | Name:  | Dee Dee Sklar      |
|   | Title: | Managing Director  |
|        |        |                    |        |  |

 

*Signature Page to the Second Amendment to the Countrywide 364-DayCredit Agreement*

*Royal Bank of Canada as Managing Administrative Agent*

 

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SIGNATURE PAGE TO THESECOND AMENDMENT, DATED AS OF NOVEMBER 18, 2005, TO THE CREDIT AGREEMENT, DATEDAS OF NOVEMBER 19, 2004 (AS AMENDED BY THE FIRST AMENDMENT THERETO DATED AS OFMAY 11, 2005), AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIALCORPORATION, ROYAL BANK OF CANADA, AS MANAGING ADMINISTRATIVE AGENT, LLOYDS TSBBANK, PLC AND SOCIETE GENERALE, AS DOCUMENTATION AGENTS, BNP PARIBAS, ASSYNDICATION AGENT, BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT AND THE LENDERSPARTY THERETO

 

NAME OF INSTITUTION:

 

 

BAYERISCHE LANDESBANK, asa Lender

 

 
|   | By:    | /s/ James Fox       |   |
|--------|--------|---------------------|--------|
|   | Name:  | James Fox           |
|   | Title: | Vice President      |
|   |   |                |
|   |   |                |
|   | By:    | /s/ Donna M. Quilty |   |
|   | Name:  | Donna M. Quilty     |
|   | Title: | Vice President      |
|        |        |                     |        |  |

 

*Signature Page to the Second Amendment to the Countrywide 364-DayCredit Agreement*

*Royal Bank of Canada as Managing Administrative Agent*

 

----

 

SIGNATURE PAGE TO THESECOND AMENDMENT, DATED AS OF NOVEMBER 18, 2005, TO THE CREDIT AGREEMENT, DATEDAS OF NOVEMBER 19, 2004 (AS AMENDED BY THE FIRST AMENDMENT THERETO DATED AS OFMAY 11, 2005), AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIALCORPORATION, ROYAL BANK OF CANADA, AS MANAGING ADMINISTRATIVE AGENT, LLOYDS TSBBANK, PLC AND SOCIETE GENERALE, AS DOCUMENTATION AGENTS, BNP PARIBAS, ASSYNDICATION AGENT, BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT AND THE LENDERSPARTY THERETO

 

NAME OF INSTITUTION:

 

 

Bayerische Hypo-UndVereinsbank AG, as a Lender

 

 
|   | By:    | /s/ Debra Laskowski |   |
|--------|--------|---------------------|--------|
|   | Name:  | Debra Laskowski     |
|   | Title: | Managing Director   |
|   |   |                |
|   |   |                |
|   | By:    | /s/ Craig M. Pinsly |   |
|   | Name:  | Craig M. Pinsly     |
|   | Title: | Director            |
|        |        |                     |        |  |

 

*Signature Page to the Second Amendment to the Countrywide 364-DayCredit Agreement*

*Royal Bank of Canada as Managing Administrative Agent*

 

----

 

SIGNATURE PAGE TO THESECOND AMENDMENT, DATED AS OF NOVEMBER 18, 2005, TO THE CREDIT AGREEMENT, DATEDAS OF NOVEMBER 19, 2004 (AS AMENDED BY THE FIRST AMENDMENT THERETO DATED AS OFMAY 11, 2005), AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIALCORPORATION, ROYAL BANK OF CANADA, AS MANAGING ADMINISTRATIVE AGENT, LLOYDS TSBBANK, PLC AND SOCIETE GENERALE, AS DOCUMENTATION AGENTS, BNP PARIBAS, ASSYNDICATION AGENT, BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT AND THE LENDERSPARTY THERETO

 

NAME OF INSTITUTION:

 

 

U.S. Bank N.A., as aLender

 

 
|   | By:    | /s/ David W. Johnson                 |   |
|--------|--------|--------------------------------------|--------|
|   | Name:  | David W. Johnson                     |
|   | Title: | AVP & Asst. Relationship Manager |

 

*Signature Page to the Second Amendment to the Countrywide 364-DayCredit Agreement*

*Royal Bank of Canada as Managing Administrative Agent*

 

----

 

SIGNATURE PAGE TO THESECOND AMENDMENT, DATED AS OF NOVEMBER 18, 2005, TO THE CREDIT AGREEMENT, DATEDAS OF NOVEMBER 19, 2004 (AS AMENDED BY THE FIRST AMENDMENT THERETO DATED AS OFMAY 11, 2005), AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIALCORPORATION, ROYAL BANK OF CANADA, AS MANAGING ADMINISTRATIVE AGENT, LLOYDS TSBBANK, PLC AND SOCIETE GENERALE, AS DOCUMENTATION AGENTS, BNP PARIBAS, ASSYNDICATION AGENT, BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT AND THE LENDERS PARTYTHERETO

 

NAME OF INSTITUTION:

 

 

CALYON NEW YORK BRANCH,as a Lender

 

 
|   | By:    | /s/ Sebastian Rocco |   |
|--------|--------|---------------------|--------|
|   | Name:  | Sebastian Rocco     |
|   | Title: | Managing Director   |
|   |   |                |
|   |   |                |
|   | By:    | /s/ W. Jay Buckley  |   |
|   | Name:  | W. Jay Buckley      |
|   | Title: | Managing Director   |
|        |        |                     |        |  |

 

*Signature Page to the Second Amendment to the Countrywide 364-DayCredit Agreement*

*Royal Bank of Canada as Managing Administrative Agent*

 

----

 

SIGNATURE PAGE TO THESECOND AMENDMENT, DATED AS OF NOVEMBER 18, 2005, TO THE CREDIT AGREEMENT, DATEDAS OF NOVEMBER 19, 2004 (AS AMENDED BY THE FIRST AMENDMENT THERETO DATED AS OFMAY 11, 2005), AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIALCORPORATION, ROYAL BANK OF CANADA, AS MANAGING ADMINISTRATIVE AGENT, LLOYDS TSBBANK, PLC AND SOCIETE GENERALE, AS DOCUMENTATION AGENTS, BNP PARIBAS, ASSYNDICATION AGENT, BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT AND THE LENDERSPARTY THERETO

 

NAME OF INSTITUTION:

 

 

Bank of Hawaii, as aLender

 

 
|   | By:    | /s/ Linda R. Ho          |   |
|--------|--------|--------------------------|--------|
|   | Name:  | Linda R. Ho              |
|   | Title: | Assistant Vice President |

 

*Signature Page to the Second Amendment to the Countrywide 364-DayCredit Agreement*

*Royal Bank of Canada as Managing Administrative Agent*

 

----

 

ANNEX 1

 

**Commitment Schedule**

 
| ** **                                                           | ** ** | **Commitment** | ** **    |
|----------------------------------------------------------------------|------------|----------------|---------------|
| **Continuing  Lenders**                                              |       |           |          |
|                                                                 |       |           |          |
| Royal Bank  of Canada                                                |       | $              | 200,000,000   |   |
| Barclays  Bank plc                                                   |       | $              | 200,000,000   |   |
| BNP Paribas                                                          |       | $              | 200,000,000   |   |
| Credit  Suisse First Boston acting through its Cayman Islands Branch |       | $              | 200,000,000   |   |
| Lloyds TSB  Bank plc                                                 |       | $              | 175,000,000   |   |
| Danske Bank  A/S                                                     |       | $              | 150,000,000   |   |
| Dresdner  Bank AG, New York and Grand Cayman Branches                |       | $              | 150,000,000   |   |
| The Bank of  Nova Scotia                                             |       | $              | 100,000,000   |   |
| Commonwealth  Bank of Australia                                      |       | $              | 100,000,000   |   |
| Mizuho  Corporate Bank, Ltd.                                         |       | $              | 100,000,000   |   |
| Rabobank                                                             |       | $              | 100,000,000   |   |
| Societe  Generale                                                    |       | $              | 100,000,000   |   |
| The  Toronto-Dominion Bank                                           |       | $              | 100,000,000   |   |
| WestLB AG,  New York Branch                                          |       | $              | 100,000,000   |   |
| Bayerische  Landesbank                                               |       | $              | 100,000,000   |   |
| Bayerische  Hypo-und and Vereinsbank AG, New York Branch             |       | $              | 100,000,000   |   |
| US Bank,  National Association                                       |       | $              | 50,000,000    |   |
| Calyon New  York Branch                                              |       | $              | 25,000,000    |   |
| Bank of  Hawaii                                                      |       | $              | 25,000,000    |   |
| ** **                                                           | ** ** | ** **     | ** **    |
| **New  Lender**                                                      | ** ** | ** **     | ** **    |
| ** **                                                           | ** ** | ** **     | ** **    |
| Merrill  Lynch Bank USA                                              |       | $              | 300,000,000   |   |
|                                                                 |       |           |          |
| **TOTAL**                                                            |       | $              | 2,575,000,000 |   |

 

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ANNEX 2

 

Swingline Commitment Schedule

 
| ** **              | ** ** | **Swingline Commitment** | ** **    |
|-------------------------|------------|--------------------------|---------------|
| **Continuing  Lenders** |       |                     |          |
|                    |       |                     |          |
| Royal Bank  of Canada   |       | $                        | 200,000,000   |   |
| Barclays  Bank plc      |       | $                        | 200,000,000   |   |
| BNP Paribas             |       | $                        | 200,000,000   |   |
| Societe  Generale       |       | $                        | 100,000,000   |   |
|                    |       |                     |          |
| **New  Lender**         | ** ** | ** **               | ** **    |
|                    |       |                     |          |
| Merrill  Lynch Bank USA |       | $                        | 300,000,000   |   |
| ** **              | ** ** | ** **               | ** **    |
| **TOTAL**               |       | $                        | 1,000,000,000 |   |

 

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