Exhibit 10.126


 


EXECUTION COPY


 


SECOND
AMENDMENT


 


SECOND AMENDMENT, dated
as of November 18, 2005 (this “Amendment”), to the CREDIT AGREEMENT,
dated as of November 19, 2004 (as amended by the First Amendment thereto dated
as of May 11, 2005, the “Credit Agreement”), among Countrywide Financial
Corporation (“CFC”), Countrywide Home Loans, Inc. (“CHL”), the
Lenders party thereto (the “Lenders”), Lloyds TSB Bank, PLC 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”).


 


RECITALS


 


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


 


B.            The
Lenders signing below have agreed to extend the Commitment Termination Date on
the terms and conditions set forth below.


 


C.            In
addition, the Lenders have agreed to amend the Credit Agreement in certain
respects.


 


NOW, THEREFORE, in consideration of the
foregoing Recitals and for other good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the parties hereto hereby agree
as follows:


 


AGREEMENT


 


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


 


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


 


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


 


“Commitment
Termination Date” means November 17, 2006.


 


“Term-Out
Maturity Date” means, if so selected by the Borrowers pursuant to Section
2.09(a), November 16, 2007.


 


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


 

















 


	
  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 or
exceed 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” and
substituting in lieu thereof “December 31, 2003 and December 31, 2004”, (ii)
inserting the word “, respectively,” after the phrase “reported on” in the
fourth line of Section 3.04(a) and (iii) inserting the phrase “and KPMG LLP,
independent registered public accounting firm” after the phrase “independent
public 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 “March
31, 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 “December
31, 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 Agreement
is hereby amended by deleting the reference to “March 31, 2004 and September
30, 2004” and substituting in lieu thereof “March 31, 2005 and September 30,
2005”.


 


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


 


5.             Agents. Effective as of the
Effective Date, the Agents under the Credit Documents shall be as set forth
below:


 


2

















 


	
  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 and
Termination of Certain Existing Lenders. To reflect the fact that certain
financial institutions which are not currently Lenders may desire to become
Lenders under the Credit Agreement and that certain Existing Lenders may desire
to terminate their participation in the Credit Agreement, any such financial
institution signing below as a new Lender (a “New Lender”) shall become
a Lender under the Credit Agreement as of the Effective Date (as hereinafter
defined) and any Existing Lender not executing and delivering this Amendment
(an “Exiting Lender”) shall cease to be a Lender under the Credit
Agreement as of the Effective Date, notwithstanding any provision or
requirement in the Credit Agreement to the contrary, all on the following terms
and conditions:


 


(a)           Each New Lender shall, from and after
the Effective Date, be a Lender under the Credit Agreement with all the rights
and benefits and with all the agreements and obligations of a Lender
thereunder.


 


(b)           Each Exiting Lender shall, as of the
Effective Date, cease to be a Lender under the Credit Agreement, its Commitment
(and, if applicable, Swingline Commitment) thereunder shall terminate and it
shall cease to have any agreements or obligations thereunder (it being
understood and agreed that any rights or benefits thereunder that are expressly
stated to survive termination of the Credit Agreement shall continue to be
rights and benefits of the Exiting Lenders).


 


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


 


7.             Reaffirmation of Credit
Documents. Each of CFC and CHL hereby affirms and agrees that: (a) other
than as expressly set forth herein, the execution and delivery by CFC and CHL
of and the performance of its obligations under this Amendment shall not in any
way amend, impair, invalidate or otherwise affect any of the obligations of CFC
or CHL, or the rights


 


3

















 


of the Lenders, under
the Credit Agreement and each other Loan Document or any other document or
instrument 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 of
CFC and CHL under the Credit Agreement as amended hereby and (c) except as
expressly amended hereby, the Loan Documents remain in full force and effect as
written.


 


8.             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 on or prior to such date
to the Managing Administrative Agent of the documents indicated below and the
satisfaction of the other conditions set forth below:


 


(a)           A copy of this Amendment, duly
executed by CFC, CHL, the New Lenders and the Existing Lenders that are not
Exiting Lenders.


 


(b)           Any Loans outstanding under the
Credit Agreement shall have been paid or prepaid and all accrued interest
thereon and accrued fees payable to the Existing Lenders thereunder shall have
been paid (it being understood that any such payment may be made with the
proceeds 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 the
Managing Administrative Agent may reasonably request.


 


(d)           A legal opinion of counsel to CFC and
CHL in form and substance reasonably satisfactory to the Managing
Administrative Agent.


 


(e)           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.


 


9.             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.


 


10.           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)           The representations and warranties of
the Borrower set forth in Article III of the Credit Agreement as amended hereby
are true and correct in all material respects as of the date hereof.


 


4

















 


11.           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]


 


5

















 


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 Second Amendment to the Countrywide 364-Day
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 Second Amendment to the Countrywide 364-Day
Credit Agreement


Royal Bank of Canada as Managing Administrative Agent


 

















 


	
   

  	
  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-Day
Credit Agreement


Royal Bank of Canada as Managing Administrative Agent


 

















 


SIGNATURE PAGE TO THE
SECOND AMENDMENT, DATED AS OF NOVEMBER 18, 2005, TO THE CREDIT AGREEMENT, DATED
AS OF NOVEMBER 19, 2004 (AS AMENDED BY THE FIRST AMENDMENT THERETO DATED AS OF
MAY 11, 2005), AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL
CORPORATION, ROYAL BANK OF CANADA, AS MANAGING ADMINISTRATIVE AGENT, LLOYDS TSB
BANK, PLC 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 Second Amendment to the Countrywide 364-Day
Credit Agreement


Royal Bank of Canada as Managing Administrative Agent


 

















 


SIGNATURE PAGE TO THE
SECOND AMENDMENT, DATED AS OF NOVEMBER 18, 2005, TO THE CREDIT AGREEMENT, DATED
AS OF NOVEMBER 19, 2004 (AS AMENDED BY THE FIRST AMENDMENT THERETO DATED AS OF
MAY 11, 2005), AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL
CORPORATION, ROYAL BANK OF CANADA, AS MANAGING ADMINISTRATIVE AGENT, LLOYDS TSB
BANK, PLC 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/ 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-Day
Credit Agreement


Royal Bank of Canada as Managing Administrative Agent


 

















 


SIGNATURE PAGE TO THE
SECOND AMENDMENT, DATED AS OF NOVEMBER 18, 2005, TO THE CREDIT AGREEMENT, DATED
AS OF NOVEMBER 19, 2004 (AS AMENDED BY THE FIRST AMENDMENT THERETO DATED AS OF
MAY 11, 2005), AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL
CORPORATION, ROYAL BANK OF CANADA, AS MANAGING ADMINISTRATIVE AGENT, LLOYDS TSB
BANK, PLC 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/ Barry Groveman

  	
   

  
	
   

  	
  Name:

  	
  Barry Groveman

  
	
   

  	
  Title:

  	
  Vice President

  



 


Signature Page to the Second Amendment to the Countrywide 364-Day
Credit Agreement


Royal Bank of Canada as Managing Administrative Agent


 

















 


SIGNATURE PAGE TO THE
SECOND AMENDMENT, DATED AS OF NOVEMBER 18, 2005, TO THE CREDIT AGREEMENT, DATED
AS OF NOVEMBER 19, 2004 (AS AMENDED BY THE FIRST AMENDMENT THERETO DATED AS OF
MAY 11, 2005), AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL
CORPORATION, ROYAL BANK OF CANADA, AS MANAGING ADMINISTRATIVE AGENT, LLOYDS TSB
BANK, PLC 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, CAYMAN
ISLANDS BRANCH f/k/a

CREDIT SUISSE FIRST BOSTON, ACTING THROUGH

ITS 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-Day
Credit Agreement


Royal Bank of Canada as Managing Administrative Agent


 

















 


SIGNATURE PAGE TO THE
SECOND AMENDMENT, DATED AS OF NOVEMBER 18, 2005, TO THE CREDIT AGREEMENT, DATED
AS OF NOVEMBER 19, 2004 (AS AMENDED BY THE FIRST AMENDMENT THERETO DATED AS OF
MAY 11, 2005), AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL
CORPORATION, ROYAL BANK OF CANADA, AS MANAGING ADMINISTRATIVE AGENT, LLOYDS TSB
BANK, PLC 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:


 


 


DANSKE BANK A/S, as a
Lender


 


 


	
   

  	
  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-Day
Credit Agreement


Royal Bank of Canada as Managing Administrative Agent


 

















 


SIGNATURE PAGE TO THE
SECOND AMENDMENT, DATED AS OF NOVEMBER 18, 2005, TO THE CREDIT AGREEMENT, DATED
AS OF NOVEMBER 19, 2004 (AS AMENDED BY THE FIRST AMENDMENT THERETO DATED AS OF
MAY 11, 2005), AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL
CORPORATION, ROYAL BANK OF CANADA, AS MANAGING ADMINISTRATIVE AGENT, LLOYDS TSB
BANK, PLC 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/ 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-Day
Credit Agreement


Royal Bank of Canada as Managing Administrative Agent


 

















 


SIGNATURE PAGE TO THE
SECOND AMENDMENT, DATED AS OF NOVEMBER 18, 2005, TO THE CREDIT AGREEMENT, DATED
AS OF NOVEMBER 19, 2004 (AS AMENDED BY THE FIRST AMENDMENT THERETO DATED AS OF
MAY 11, 2005), AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL
CORPORATION, ROYAL BANK OF CANADA, AS MANAGING ADMINISTRATIVE AGENT, LLOYDS TSB
BANK, PLC 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:


 


 


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-Day
Credit Agreement


Royal Bank of Canada as Managing Administrative Agent


 

















 


SIGNATURE PAGE TO THE
SECOND AMENDMENT, DATED AS OF NOVEMBER 18, 2005, TO THE CREDIT AGREEMENT, DATED
AS OF NOVEMBER 19, 2004 (AS AMENDED BY THE FIRST AMENDMENT THERETO DATED AS OF
MAY 11, 2005), AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL
CORPORATION, ROYAL BANK OF CANADA, AS MANAGING ADMINISTRATIVE AGENT, LLOYDS TSB
BANK, PLC 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 Second Amendment to the Countrywide 364-Day
Credit Agreement


Royal Bank of Canada as Managing Administrative Agent


 

















 


SIGNATURE PAGE TO THE
SECOND AMENDMENT, DATED AS OF NOVEMBER 18, 2005, TO THE CREDIT AGREEMENT, DATED
AS OF NOVEMBER 19, 2004 (AS AMENDED BY THE FIRST AMENDMENT THERETO DATED AS OF
MAY 11, 2005), AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL
CORPORATION, ROYAL BANK OF CANADA, AS MANAGING ADMINISTRATIVE AGENT, LLOYDS TSB
BANK, PLC 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:


 


 


Commonwealth Bank of
Australia, 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-Day
Credit Agreement


Royal Bank of Canada as Managing Administrative Agent


 

















 


SIGNATURE PAGE TO THE
SECOND AMENDMENT, DATED AS OF NOVEMBER 18, 2005, TO THE CREDIT AGREEMENT, DATED
AS OF NOVEMBER 19, 2004 (AS AMENDED BY THE FIRST AMENDMENT THERETO DATED AS OF
MAY 11, 2005), AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL
CORPORATION, ROYAL BANK OF CANADA, AS MANAGING ADMINISTRATIVE AGENT, LLOYDS TSB
BANK, PLC 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 Second Amendment to the Countrywide 364-Day
Credit Agreement


Royal Bank of Canada as Managing Administrative Agent


 

















 


SIGNATURE PAGE TO THE
SECOND AMENDMENT, DATED AS OF NOVEMBER 18, 2005, TO THE CREDIT AGREEMENT, DATED
AS OF NOVEMBER 19, 2004 (AS AMENDED BY THE FIRST AMENDMENT THERETO DATED AS OF
MAY 11, 2005), AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL
CORPORATION, ROYAL BANK OF CANADA, AS MANAGING ADMINISTRATIVE AGENT, LLOYDS TSB
BANK, PLC 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


RAIFFEISEN-BOERENLEENBANK
B.A.,


“Rabobank International,”
NEW YORK BRANCH,


a bank organized under
the 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-Day
Credit Agreement


Royal Bank of Canada as Managing Administrative Agent


 

















 


SIGNATURE PAGE TO THE
SECOND AMENDMENT, DATED AS OF NOVEMBER 18, 2005, TO THE CREDIT AGREEMENT, DATED
AS OF NOVEMBER 19, 2004 (AS AMENDED BY THE FIRST AMENDMENT THERETO DATED AS OF
MAY 11, 2005), AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL
CORPORATION, ROYAL BANK OF CANADA, AS MANAGING ADMINISTRATIVE AGENT, LLOYDS TSB
BANK, PLC 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 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-Day
Credit Agreement


Royal Bank of Canada as Managing Administrative Agent


 

















 


SIGNATURE PAGE TO THE
SECOND AMENDMENT, DATED AS OF NOVEMBER 18, 2005, TO THE CREDIT AGREEMENT, DATED
AS OF NOVEMBER 19, 2004 (AS AMENDED BY THE FIRST AMENDMENT THERETO DATED AS OF
MAY 11, 2005), AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL
CORPORATION, ROYAL BANK OF CANADA, AS MANAGING ADMINISTRATIVE AGENT, LLOYDS TSB
BANK, PLC 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/ Dee Dee Sklar

  	
   

  
	
   

  	
  Name:

  	
  Dee Dee Sklar

  
	
   

  	
  Title:

  	
  Managing Director

  
					



 


Signature Page to the Second Amendment to the Countrywide 364-Day
Credit Agreement


Royal Bank of Canada as Managing Administrative Agent


 

















 


SIGNATURE PAGE TO THE
SECOND AMENDMENT, DATED AS OF NOVEMBER 18, 2005, TO THE CREDIT AGREEMENT, DATED
AS OF NOVEMBER 19, 2004 (AS AMENDED BY THE FIRST AMENDMENT THERETO DATED AS OF
MAY 11, 2005), AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL
CORPORATION, ROYAL BANK OF CANADA, AS MANAGING ADMINISTRATIVE AGENT, LLOYDS TSB
BANK, PLC 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/ Donna M. Quilty

  	
   

  
	
   

  	
  Name:

  	
  Donna M. Quilty

  
	
   

  	
  Title:

  	
  Vice President

  
					



 


Signature Page to the Second Amendment to the Countrywide 364-Day
Credit Agreement


Royal Bank of Canada as Managing Administrative Agent


 

















 


SIGNATURE PAGE TO THE
SECOND AMENDMENT, DATED AS OF NOVEMBER 18, 2005, TO THE CREDIT AGREEMENT, DATED
AS OF NOVEMBER 19, 2004 (AS AMENDED BY THE FIRST AMENDMENT THERETO DATED AS OF
MAY 11, 2005), AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL
CORPORATION, ROYAL BANK OF CANADA, AS MANAGING ADMINISTRATIVE AGENT, LLOYDS TSB
BANK, PLC 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/ 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-Day
Credit Agreement


Royal Bank of Canada as Managing Administrative Agent


 

















 


SIGNATURE PAGE TO THE
SECOND AMENDMENT, DATED AS OF NOVEMBER 18, 2005, TO THE CREDIT AGREEMENT, DATED
AS OF NOVEMBER 19, 2004 (AS AMENDED BY THE FIRST AMENDMENT THERETO DATED AS OF
MAY 11, 2005), AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL
CORPORATION, ROYAL BANK OF CANADA, AS MANAGING ADMINISTRATIVE AGENT, LLOYDS TSB
BANK, PLC 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. Bank N.A., as a
Lender


 


 


	
   

  	
  By:

  	
  /s/ David W. Johnson

  	
   

  
	
   

  	
  Name:

  	
  David W. Johnson

  
	
   

  	
  Title:

  	
  AVP & Asst. Relationship Manager

  



 


Signature Page to the Second Amendment to the Countrywide 364-Day
Credit Agreement


Royal Bank of Canada as Managing Administrative Agent


 

















 


SIGNATURE PAGE TO THE
SECOND AMENDMENT, DATED AS OF NOVEMBER 18, 2005, TO THE CREDIT AGREEMENT, DATED
AS OF NOVEMBER 19, 2004 (AS AMENDED BY THE FIRST AMENDMENT THERETO DATED AS OF
MAY 11, 2005), AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL
CORPORATION, ROYAL BANK OF CANADA, AS MANAGING ADMINISTRATIVE AGENT, LLOYDS TSB
BANK, PLC 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 Second Amendment to the Countrywide 364-Day
Credit Agreement


Royal Bank of Canada as Managing Administrative Agent


 

















 


SIGNATURE PAGE TO THE
SECOND AMENDMENT, DATED AS OF NOVEMBER 18, 2005, TO THE CREDIT AGREEMENT, DATED
AS OF NOVEMBER 19, 2004 (AS AMENDED BY THE FIRST AMENDMENT THERETO DATED AS OF
MAY 11, 2005), AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL
CORPORATION, ROYAL BANK OF CANADA, AS MANAGING ADMINISTRATIVE AGENT, LLOYDS TSB
BANK, PLC 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:


 


 


Bank of Hawaii, as a
Lender


 


 


	
   

  	
  By:

  	
  /s/ Linda R. Ho

  	
   

  
	
   

  	
  Name:

  	
  Linda R. Ho

  
	
   

  	
  Title:

  	
  Assistant Vice President

  



 


Signature Page to the Second Amendment to the Countrywide 364-Day
Credit 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

  	
   

  



 

















 


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