Exhibit 10.125


 


EXECUTION COPY


 


FIRST AMENDMENT


 


FIRST AMENDMENT,
dated as of May 11, 2005 (this “Amendment”), to the CREDIT AGREEMENT,
dated as of November 19, 2004, among Countrywide Home Loans, Inc. (“CHL”),
Countrywide Financial Corporation (“CFC”), the Lenders parties thereto
(the “Lenders”), Commerzbank AG, New York and Grand Cayman Branches and
Societe Generale, as Documentation Agents (in such capacity, the “Documentation
Agents”), BNP Paribas, as Syndication Agent (in such capacity, the “Syndication
Agent”), Barclays Bank PLC, as administrative agent (in such capacity, the “Administrative
Agent”), and Royal Bank of Canada, as Managing Administrative Agent (in
such capacity, the “Managing Administrative Agent”).


 


W
I  T  N  E  S  S  E  T  H  :


 


WHEREAS, CFC, CHL,
the Lenders, the Documentation Agents, the Syndication Agent, the
Administrative Agent, and the Managing Administrative Agent are parties to the
Credit Agreement, dated as of November 19, 2004 (as amended or supplemented,
the “Credit Agreement”);


 


WHEREAS, CFC and
CHL have requested that the Lenders agree to make certain amendments relating
to the Credit Agreement as set forth herein; and


 


WHEREAS, the
Lenders are willing to agree to such amendments, in each case subject to the
terms and conditions set forth herein.


 


NOW, THEREFORE, in
consideration of the foregoing and for other good and valuable consideration,
CFC, CHL, the Lenders, the Documentation Agents, the Syndication Agent, the
Administrative Agent, and the Managing Administrative Agent hereby agree as
follows:


 


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


 


2.             Amendment
to Section 6.06 of the Credit Agreement. Section 6.06 of the Credit
Agreement is hereby amended by deleting the parenthetical “(other than, in the
case of CFC, CHL)” and inserting in lieu thereof “(other than, in the case of
CFC, CHL and Treasury Bank, N.A.)”.


 


3.             Effective
Date. This Amendment shall be effective on and as of the day and
year first above written (the “Effective Date”) subject to the delivery to the Managing
Administrative Agent of the following:


 


(a)           A copy of this Amendment, duly executed by the parties
hereto.


 


(b)           Such corporate resolutions, incumbency certificates
and other authorizations from CFC and CHL as the Managing Administrative Agent
may reasonably request.


 

















 


(c)           Evidence satisfactory to the Agents that all fees and
expenses payable to the Agents and the Lenders prior to or on the Effective
Date have been paid in full.


 


4.             Counterparts.
This Amendment may be executed in any number of counterparts, each of which
when so executed shall be deemed to be an original and all of which when taken
together shall constitute one and the same agreement.


 


5.             Representations
and Warranties. Each of CFC and CHL hereby represents and warrants to the
Lenders and the Managing Administrative Agent as follows:


 


(a)           Each of CFC and CHL has the corporate power and authority
and the legal right to execute, deliver and perform this Amendment and has
taken all necessary corporate action to authorize the execution, delivery and
performance of this Amendment. This Amendment has been duly executed and
delivered on behalf of CFC and CHL and constitutes the legal, valid and binding
obligation of CFC and CHL enforceable against each such Person in accordance
with its terms.


 


(b)           At and as of the date of execution hereof and both
prior to and after giving effect to this Amendment: (1) the representations and
warranties of CFC and CHL contained in the Credit Agreement are accurate and
complete in all respects, (2) there has not occurred any Default or Event of
Default and (3) there has not occurred any material adverse change in the
business, operations, assets or financial or other condition of CFC, CHL or
their consolidated subsidiaries taken as a whole since December 31, 2004.


 


(c)           The
financial statements of CFC, dated December 31, 2004, copies of which have
heretofore been furnished to the Managing Administrative Agent and each Lender, are complete and correct and
present fairly in accordance with GAAP the consolidated and consolidating
financial condition of CFC and its consolidated subsidiaries at such date and
the consolidated and consolidating results of its operations and changes in
financial position for the fiscal year then ended.


 


(d)           The
financial statements of CHL, dated
December 31, 2004, copies of which have heretofore been furnished to the
Managing Administrative Agent and each Lender, are complete and correct and
present fairly in accordance with GAAP the consolidated financial condition of
CHL and its consolidated subsidiaries at such date and the consolidated results
of its operations and changes in financial position for the fiscal year then
ended.


 


6.             Governing
Law. This Amendment and 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 New York.


 


[Signature
pages following]


 

















 


IN WITNESS WHEREOF,
the parties hereto have caused this Amendment to be executed as of the day and
year first above written.


 


	
   

  	
  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 First Amendment to the Countrywide Credit
Agreement


Royal Bank of Canada as Managing Administrative Agent


 

















 


	
   

  	
  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 First Amendment to the Countrywide Credit
Agreement


Royal Bank of Canada as Managing Administrative Agent


 

















 


	
   

  	
   

  	
  SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF
  MAY 11, 2005, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 19, 2004, AMONG
  COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, ROYAL BANK
  OF CANADA, AS MANAGING ADMINISTRATIVE AGENT, COMMERZBANK AG, NEW YORK AND
  GRAND CAYMAN BRANCHES AND SOCIETE GENERALE, AS DOCUMENTATION AGENTS, BNP
  PARIBAS, AS SYNDICATION AGENT, BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT AND
  THE LENDERS PARTY THERETO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NAME OF INSTITUTION:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BARCLAYS BANK PLC, as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Alison A. McGuigan

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Alison A. McGuigan

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Associate Director

  



 


Signature Page to the First Amendment to the Countrywide Credit
Agreement


Royal Bank of Canada as Managing Administrative Agent


 

















 


	
   

  	
   

  	
  SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF
  MAY 11, 2005, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 19, 2004, AMONG
  COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, ROYAL BANK
  OF CANADA, AS MANAGING ADMINISTRATIVE AGENT, COMMERZBANK AG, NEW YORK AND
  GRAND CAYMAN BRANCHES AND SOCIETE GENERALE, AS DOCUMENTATION AGENTS, BNP
  PARIBAS, AS SYNDICATION AGENT, BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT AND
  THE LENDERS PARTY THERETO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NAME OF INSTITUTION:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CREDIT SUISSE FIRST BOSTON ACTING THROUGH 

  ITS CAYMAN ISLANDS BRANCH, as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Jay Chall

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Jay Chall

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Karim Blasetti

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Karim Blasetti

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Associate

  
							



 


Signature Page to the First Amendment to the Countrywide Credit
Agreement


Royal Bank of Canada as Managing Administrative Agent


 

















 


	
   

  	
   

  	
  SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF
  MAY 11, 2005, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 19, 2004, AMONG
  COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, ROYAL BANK
  OF CANADA, AS MANAGING ADMINISTRATIVE AGENT, COMMERZBANK AG, NEW YORK AND
  GRAND CAYMAN BRANCHES AND SOCIETE GENERALE, AS DOCUMENTATION AGENTS, BNP
  PARIBAS, AS SYNDICATION AGENT, BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT AND
  THE LENDERS PARTY 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 First Amendment to the Countrywide Credit
Agreement


Royal Bank of Canada as Managing Administrative Agent


 

















 


	
   

  	
   

  	
  SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF
  MAY 11, 2005, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 19, 2004, AMONG
  COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, ROYAL BANK
  OF CANADA, AS MANAGING ADMINISTRATIVE AGENT, COMMERZBANK AG, NEW YORK AND
  GRAND CAYMAN BRANCHES AND SOCIETE GENERALE, AS DOCUMENTATION AGENTS, BNP
  PARIBAS, AS SYNDICATION AGENT, BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT AND
  THE LENDERS PARTY THERETO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NAME OF INSTITUTION:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  COMMERZBANK AG, New York AND

  
	
   

  	
   

  	
  GRAND CAYMAN BRANCHES, as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Christian Jagenberg

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Christian Jagenberg

  
	
   

  	
   

  	
   

  	
  Title:

  	
  SVP & Manager

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Yangling Joanne Si

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Yangling Joanne Si

  
	
   

  	
   

  	
   

  	
  Title:

  	
  AVP

  
							



 


Signature Page to the First Amendment to the Countrywide Credit
Agreement


Royal Bank of Canada as Managing Administrative Agent


 

















 


	
   

  	
   

  	
  SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY
  11, 2005, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 19, 2004, AMONG
  COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, ROYAL BANK
  OF CANADA, AS MANAGING ADMINISTRATIVE AGENT, COMMERZBANK AG, NEW YORK AND
  GRAND CAYMAN BRANCHES AND SOCIETE GENERALE, AS DOCUMENTATION AGENTS, BNP
  PARIBAS, AS SYNDICATION AGENT, BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT AND
  THE LENDERS PARTY THERETO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NAME OF INSTITUTION:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Lloyds TSB Bank, plc, as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Michael J. Gilligan

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Michael J. Gilligan

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Director, Financial Institutions, USA

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ James M. Rudd

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  James M. Rudd

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President, Financial Institutions, USA

  
							



 


Signature Page to the First Amendment to the Countrywide Credit
Agreement


Royal Bank of Canada as Managing Administrative Agent


 

















 


	
   

  	
   

  	
  SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF
  MAY 11, 2005, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 19, 2004, AMONG
  COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, ROYAL BANK
  OF CANADA, AS MANAGING ADMINISTRATIVE AGENT, COMMERZBANK AG, NEW YORK AND
  GRAND CAYMAN BRANCHES AND SOCIETE GENERALE, AS DOCUMENTATION AGENTS, BNP
  PARIBAS, AS SYNDICATION AGENT, BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT AND
  THE LENDERS PARTY THERETO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NAME OF INSTITUTION:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DRESDNER BANK AG, NEW YORK AND

  
	
   

  	
   

  	
  GRAND CAYMAN BRANCHES, as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Sascha Klaus

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Sascha Klaus

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ J. Curtin Beaudouin

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  J. Curtin Beaudouin

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Director

  
							



 


Signature Page to the First Amendment to the Countrywide Credit
Agreement


Royal Bank of Canada as Managing Administrative Agent


 

















 


	
   

  	
   

  	
  SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF
  MAY 11, 2005, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 19, 2004, AMONG
  COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, ROYAL BANK
  OF CANADA, AS MANAGING ADMINISTRATIVE AGENT, COMMERZBANK AG, NEW YORK AND
  GRAND CAYMAN BRANCHES AND SOCIETE GENERALE, AS DOCUMENTATION AGENTS, BNP
  PARIBAS, AS SYNDICATION AGENT, BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT AND
  THE LENDERS PARTY 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 First Amendment to the Countrywide Credit
Agreement


Royal Bank of Canada as Managing Administrative Agent


 

















 


	
   

  	
   

  	
  SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF
  MAY 11, 2005, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 19, 2004, AMONG
  COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, ROYAL BANK
  OF CANADA, AS MANAGING ADMINISTRATIVE AGENT, COMMERZBANK AG, NEW YORK AND
  GRAND CAYMAN BRANCHES AND SOCIETE GENERALE, AS DOCUMENTATION AGENTS, BNP
  PARIBAS, AS SYNDICATION AGENT, BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT AND
  THE LENDERS PARTY THERETO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NAME OF INSTITUTION:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BAYERISCHE HYPO UND VEREINSBANK AG, as a 

  Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Craig Pinsly

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Craig Pinsly

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Michael Davis

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Michael Davis

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Director

  
							



 


Signature Page to the First Amendment to the Countrywide Credit
Agreement


Royal Bank of Canada as Managing Administrative Agent


 

















 


	
   

  	
   

  	
  SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF
  MAY 11, 2005, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 19, 2004, AMONG
  COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, ROYAL BANK
  OF CANADA, AS MANAGING ADMINISTRATIVE AGENT, COMMERZBANK AG, NEW YORK AND
  GRAND CAYMAN BRANCHES AND SOCIETE GENERALE, AS DOCUMENTATION AGENTS, BNP
  PARIBAS, AS SYNDICATION AGENT, BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT AND
  THE LENDERS PARTY THERETO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NAME OF INSTITUTION:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BAYERISCHE LANDESBANK, as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ James Fox

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  James Fox

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Norman McClave

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Norman McClave

  
	
   

  	
   

  	
   

  	
  Title:

  	
  First Vice President

  
							



 


Signature Page to the First Amendment to the Countrywide Credit
Agreement


Royal Bank of Canada as Managing Administrative Agent


 

















 


	
   

  	
   

  	
  SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF
  MAY 11, 2005, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 19, 2004, AMONG
  COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, ROYAL BANK
  OF CANADA, AS MANAGING ADMINISTRATIVE AGENT, COMMERZBANK AG, NEW YORK AND
  GRAND CAYMAN BRANCHES AND SOCIETE GENERALE, AS DOCUMENTATION AGENTS, BNP
  PARIBAS, AS SYNDICATION AGENT, BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT AND
  THE LENDERS PARTY THERETO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NAME OF INSTITUTION:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CITICORP USA, INC., as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Yoko Otani

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Yoko Otani

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Managing Director

  



 


Signature Page to the First Amendment to the Countrywide Credit
Agreement


Royal Bank of Canada as Managing Administrative Agent


 

















 


	
   

  	
   

  	
  SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF
  MAY 11, 2005, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 19, 2004, AMONG
  COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, ROYAL BANK
  OF CANADA, AS MANAGING ADMINISTRATIVE AGENT, COMMERZBANK AG, NEW YORK AND
  GRAND CAYMAN BRANCHES AND SOCIETE GENERALE, AS DOCUMENTATION AGENTS, BNP
  PARIBAS, AS SYNDICATION AGENT, BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT AND
  THE LENDERS PARTY THERETO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NAME OF INSTITUTION:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  HSBC BANK USA, NATIONAL ASSOCIATION, as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Paul M. Lopez

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Paul M. Lopez

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  



 


Signature Page to the First Amendment to the Countrywide Credit
Agreement


Royal Bank of Canada as Managing Administrative Agent


 

















 


	
   

  	
   

  	
  SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF
  MAY 11, 2005, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 19, 2004, AMONG
  COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, ROYAL BANK
  OF CANADA, AS MANAGING ADMINISTRATIVE AGENT, COMMERZBANK AG, NEW YORK AND
  GRAND CAYMAN BRANCHES AND SOCIETE GENERALE, AS DOCUMENTATION AGENTS, BNP
  PARIBAS, AS SYNDICATION AGENT, BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT AND
  THE LENDERS PARTY THERETO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NAME OF INSTITUTION:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  LEHMAN BROTHERS BANK, FSB, as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Janine M. Shugan

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Janine M. Shugan

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  



 


Signature Page to the First Amendment to the Countrywide Credit
Agreement


Royal Bank of Canada as Managing Administrative Agent


 

















 


	
   

  	
   

  	
  SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF
  MAY 11, 2005, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 19, 2004, AMONG
  COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, ROYAL BANK
  OF CANADA, AS MANAGING ADMINISTRATIVE AGENT, COMMERZBANK AG, NEW YORK AND
  GRAND CAYMAN BRANCHES AND SOCIETE GENERALE, AS DOCUMENTATION AGENTS, BNP
  PARIBAS, AS SYNDICATION AGENT, BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT AND
  THE LENDERS PARTY THERETO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NAME OF INSTITUTION:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Greenwich Capital Markets, Inc., as agent for The
  Royal

  Bank of Scotland plc, as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Angela Reilly

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Angela Reilly

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  



 


Signature Page to the First Amendment to the Countrywide Credit
Agreement


Royal Bank of Canada as Managing Administrative Agent


 

















 


	
   

  	
   

  	
  SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF
  MAY 11, 2005, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 19, 2004, AMONG
  COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, ROYAL BANK
  OF CANADA, AS MANAGING ADMINISTRATIVE AGENT, COMMERZBANK AG, NEW YORK AND
  GRAND CAYMAN BRANCHES AND SOCIETE GENERALE, AS DOCUMENTATION AGENTS, BNP
  PARIBAS, AS SYNDICATION AGENT, BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT AND
  THE LENDERS PARTY THERETO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NAME OF INSTITUTION:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Societe Generale, as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Edith Hornick

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Edith Hornick

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Managing Director

  



 


Signature Page to the First Amendment to the Countrywide Credit
Agreement


Royal Bank of Canada as Managing Administrative Agent


 

















 


	
   

  	
   

  	
  SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF
  MAY 11, 2005, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 19, 2004, AMONG
  COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, ROYAL BANK
  OF CANADA, AS MANAGING ADMINISTRATIVE AGENT, COMMERZBANK AG, NEW YORK AND
  GRAND CAYMAN BRANCHES AND SOCIETE GENERALE, AS DOCUMENTATION AGENTS, BNP
  PARIBAS, AS SYNDICATION AGENT, BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT AND
  THE LENDERS PARTY THERETO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NAME OF INSTITUTION:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WestLB AG, New York Branch, as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Samuel Bridges

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Samuel Bridges

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Director

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Lillian Tung Lum

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Lillian Tung Lum

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Director

  
							



 


Signature Page to the First Amendment to the Countrywide Credit
Agreement


Royal Bank of Canada as Managing Administrative Agent


 

















 


	
   

  	
   

  	
  SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF
  MAY 11, 2005, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 19, 2004, AMONG
  COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, ROYAL BANK
  OF CANADA, AS MANAGING ADMINISTRATIVE AGENT, COMMERZBANK AG, NEW YORK AND
  GRAND CAYMAN BRANCHES AND SOCIETE GENERALE, AS DOCUMENTATION AGENTS, BNP
  PARIBAS, AS SYNDICATION AGENT, BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT AND
  THE LENDERS PARTY 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 First Amendment to the Countrywide Credit
Agreement


Royal Bank of Canada as Managing Administrative Agent


 

















 


	
   

  	
   

  	
  SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF
  MAY 11, 2005, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 19, 2004, AMONG
  COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, ROYAL BANK
  OF CANADA, AS MANAGING ADMINISTRATIVE AGENT, COMMERZBANK AG, NEW YORK AND
  GRAND CAYMAN BRANCHES AND SOCIETE GENERALE, AS DOCUMENTATION AGENTS, BNP
  PARIBAS, AS SYNDICATION AGENT, BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT AND
  THE LENDERS PARTY THERETO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NAME OF INSTITUTION:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  U.S. National Bank National Association, as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Douglas A. Rich

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Douglas A. Rich

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  



 


Signature Page to the First Amendment to the Countrywide Credit
Agreement


Royal Bank of Canada as Managing Administrative Agent


 

















 


	
   

  	
   

  	
  SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF
  MAY 11, 2005, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 19, 2004, AMONG COUNTRYWIDE
  HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, ROYAL BANK OF CANADA, AS
  MANAGING ADMINISTRATIVE AGENT, COMMERZBANK AG, NEW YORK AND GRAND CAYMAN
  BRANCHES AND SOCIETE GENERALE, AS DOCUMENTATION AGENTS, BNP PARIBAS, AS
  SYNDICATION AGENT, BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT AND THE LENDERS
  PARTY THERETO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  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 First Amendment to the Countrywide Credit
Agreement


Royal Bank of Canada as Managing Administrative Agent


 

















 


	
   

  	
   

  	
  SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF
  MAY 11, 2005, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 19, 2004, AMONG
  COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, ROYAL BANK
  OF CANADA, AS MANAGING ADMINISTRATIVE AGENT, COMMERZBANK AG, NEW YORK AND
  GRAND CAYMAN BRANCHES AND SOCIETE GENERALE, AS DOCUMENTATION AGENTS, BNP
  PARIBAS, AS SYNDICATION AGENT, BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT AND
  THE LENDERS PARTY THERETO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NAME OF INSTITUTION:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FIFTH THIRD BANK, as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Gary Losey

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Gary S. Losey

  
	
   

  	
   

  	
   

  	
  Title:

  	
  AVP – Relationship Manager

  



 


Signature Page to the First Amendment to the Countrywide Credit
Agreement


Royal Bank of Canada as Managing Administrative Agent


 

















 


	
   

  	
   

  	
  SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF
  MAY 11, 2005, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 19, 2004, AMONG
  COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, ROYAL BANK
  OF CANADA, AS MANAGING ADMINISTRATIVE AGENT, COMMERZBANK AG, NEW YORK AND
  GRAND CAYMAN BRANCHES AND SOCIETE GENERALE, AS DOCUMENTATION AGENTS, BNP
  PARIBAS, AS SYNDICATION AGENT, BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT AND
  THE LENDERS PARTY THERETO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NAME OF INSTITUTION:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  COOPERATIEVE CENTRALE RAIFEISSEN-BOERENLEENBANK
  B.A., “RABOBANK INTERNATIONAL”, NEW YORK BRANCH., as a 

  Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Brett Delfino

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Brett Delfino

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Director

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Jocelyne Lallemand

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Jocelyne Lallemand

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  
							



 


Signature Page to the First Amendment to the Countrywide Credit
Agreement


Royal Bank of Canada as Managing Administrative Agent