Exhibit 4.2


 





MPA A3613.0


 


SUBSTITUTION OF RIGHTS AGENT AND
AMENDMENT


TO AMENDED AND RESTATED RIGHTS
AGREEMENT


 


This
SUBSTITUTION OF RIGHTS AGENT AND AMENDMENT TO AMENDED AND RESTATED RIGHTS
AGREEMENT (this “Amendment”) is entered into as of December 8, 2005 by and
between Countrywide Financial Corporation for
itself and for the benefit of its subsidiaries and affiliates (“Countrywide”),
a Delaware corporation, with a principal place of business at 4500 Park
Granada, Calabasas, California 91302 and American Stock Transfer &
Trust Company (“AST”), a New York banking corporation with its
principal place of business at 59 Maiden Lane, New York, NY 10038, as a
substitution of rights agent and an amendment to the Amended and Restated
Rights Agreement by and between Countrywide Credit Industries, Inc. (now known
as Countrywide Financial Corporation) and The Bank of New York (“Bank”) dated
as of November 27, 2001 (together with all other amendments to such agreement
prior to the date hereof, collectively, the “Existing Agreement,” and together
with this Amendment, the “Agreement”). Capitalized terms not otherwise defined
herein shall have the meanings set forth in the Existing Agreement.


 


RECITALS


 


WHEREAS, Countrywide and Bank entered into the
Existing Agreement whereby Bank was appointed as Rights Agent;


 


WHEREAS, Countrywide desires to remove Bank as
Rights Agent and substitute AST as the successor Rights Agent and AST desires
to accept such appointment; and,


 


WHEREAS, Countrywide has provided the Bank a notice
of removal of the Bank as Rights Agent pursuant to Section 22 of the Existing
Agreement.


 


AGREEMENT


 


NOW, THEREFORE, in consideration of the agreements,
covenants, and conditions set forth herein, and intending to be legally bound,
the parties hereto agree as follows:


 


1.                                       The term of this Amendment shall commence and
shall be effective on December 8, 2005 at 12:01am (Eastern Time) (the “Amendment
Effective Date”).


 


2.                                       Section 22 of the Existing Agreement is
hereby amended to provide that any successor Rights Agent shall, at the time of
its appointment as Rights Agent, have a combined capital and surplus of at
least $10,000,000, instead of $50,000,000 as currently provided. The fifth (5th)
sentence of Section 22 of the Existing Agreement shall now read as follows:


 


“Any successor Rights Agent, whether appointed by
the Company or by such a court, shall be (a) corporation organized and doing
business under the laws of the United States or of the State of New York (or of
any other state of the United States so long as such corporation is authorized
to do business as a banking institution in the State of New York), in good
standing, having a principal office in the State of New York, which is
authorized under such laws to exercise corporate trust powers and is subject to
supervision or examination by federal or state authority and which has at the
time of its 


 

















 


appointment as Rights Agent a combined capital and
surplus of at least $10,000,000 or (b) an affiliate of a corporation described
in clause (a) of this sentence.”


 


3.                                       Countrywide hereby appoints AST as Rights
Agent pursuant to Section 22 of the Existing Agreement, to serve in the
capacity and for the consideration and subject to all of the terms and
conditions of the Rights Agent.


 


4.                                       AST hereby accepts the appointment as Rights
Agent and undertakes all of the duties and obligations imposed by the Existing
Agreement and to serve as Rights Agent subject to all of the terms and
conditions of the Existing Agreement including, with respect to compensation
and reimbursement of reasonable expenses and counsel fees and disbursements, Section
19 therein except as may be modified by this Amendment. Countrywide shall not
be responsible for or reimburse AST for any expenses incurred by AST, including
counsel fees and disbursements, in the performance of services unless
previously agreed to in writing by Countrywide.


 


5.                                       Pursuant to Section 19 of the Existing
Agreement, AST shall invoice Countrywide Two Hundred Dollars ($200) per month
for all services rendered after the Amendment Effective Date during any preceding
calendar month by AST under the Agreement. Invoices should be sent to:


 


Countrywide Financial Corporation


Attn: 
Executive Vice President, Investor Relations


4500 Park Granada, CH-19


Calabasas, CA 
91302


MPA # A3613.0


 


Each invoice shall include a reference to this
Agreement and other items as may be requested by Countrywide. Countrywide shall
pay AST all undisputed invoices within thirty (30) days of receipt.


 


6.                                       From and after the Amendment Effective Date,
each and every reference in the Existing Agreement to a “Rights Agent” shall be
deemed to be a reference to AST.


 


7.                                       Section 26 of the Existing Agreement shall be
amended to provide that notices or demands pursuant to the Agreement shall be
addressed as follows:


 


If to Company:


 


Countrywide Financial Corporation


4500 Park Granada


Calabasas, California 91302


Attention: Senior Managing Director, General Counsel, Corporate and Securities
and Corporate Secretary


 


With copies to:


 


Countrywide Financial Corporation


4500 Park Granada


Calabasas, California 91302


Attention: Executive Vice President, Investor Relations 


 


2

















 


Countrywide Financial Corporation


450 American Street


Mail Stop SV3-62


Simi Valley, CA 93065


 


If to AST:


 


American Stock Transfer & Trust Company


59 Maiden Lane


New York, NY 10038


Attention: Corporate Trust
Department


 


8.                                       Section 3(b) of the Existing Agreement shall
now read as follows:


 


“This certificate also evidences and entitles the
holder hereof to certain Rights as set forth in the Amended and Restated Rights
Agreement between Countrywide Financial Corporation (formerly known as
Countrywide Credit Industries, Inc.) and American Stock Transfer & Trust
Company (the “Rights Agent”), dated as of November 27, 2001, as amended, and as
such may be further amended from time to time thereafter (the “Rights Agreement”),
the terms of which are hereby incorporated herein by reference and a copy of
which is on file at the principal offices of Countrywide Financial Corporation.
Under certain circumstances, as set forth in the Rights Agreement, such Rights
may be redeemed, may expire, or may be evidenced by separate certificates and
will no longer be evidenced by this certificate. Countrywide Financial
Corporation will mail to the holder of this certificate a copy of the Rights
Agreement without charge promptly after receipt of a written request therefor. Under
certain circumstances, Rights issued to Acquiring Persons (as defined in the
Rights Agreement) of certain related persons and any subsequent holder of such
Rights may become null and void with respect to certain rights set forth in Section
11(a)(ii) and Section 13(a) of the Rights Agreement.”


 


9.                                       Exhibit B of the Existing Agreement shall be
deleted in its entirety and shall be replaced in its entirety with the Exhibit B
in Attachment 1 hereto.


 


10.                                 To the extent that the terms and provisions
of the Existing Agreement do not conflict with the terms and provisions of this
Amendment, then such terms and provisions shall remain in full force and legal
effect. To the extent that there is a conflict between the terms and provisions
of the Existing Agreement and this Amendment, the terms and provisions of this
Amendment shall govern for purposes of the subject matter of this Amendment
only.


 


11.                                 This Amendment and the Existing Agreement constitute
the entire understanding and agreement with respect to the subject matter of
this Amendment and the Existing Agreement, and supersede any and all prior or
contemporaneous representations, understandings, and agreements whether oral or
written between the parties relating to the subject matter of this Amendment or
the Existing Agreement, all of which are merged in to this Amendment. This
Amendment may be executed in counterparts, each of which shall be deemed an
original and all of which together shall constitute one and the same document.


 


3

















 


IN
WITNESS WHEREOF, the parties to this Amendment, by their duly authorized
representatives, have executed this Amendment as of the date first written
above.


 


	
  COUNTRYWIDE FINANCIAL CORPORATION

  	
  AMERICAN STOCK TRANSFER & 

  TRUST COMPANY

  
	
   

  
	
  By:

  	
  /s/ Michael Kamenca

  	
   

  	
  By:

  	
  /s/ Herbert J. Lemmer

  
	
   

  
	
  Name:

  	
  Michael Kamenca

  	
   

  	
  Name:

  	
  Herbert J. Lemmer

  
	
   

  
	
  Title:

  	
  VP, Corporate Contracts

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
  Date:

  	
  12/07/2005

  	
   

  	
  Date:

  	
  01-06-06

  
											



 


4

















 


ATTACHMENT 1


 


Exhibit B


 


[Form of Rights Certificate]


 


	
  Certificate No. R-                                                                                                                                Rights

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NOT EXERCISABLE AFTER FEBRUARY 28, 2012 OR
  EARLIER IF NOTICE OF REDEMPTION IS GIVEN. THE RIGHTS ARE SUBJECT TO
  REDEMPTION, AT THE OPTION OF THE COMPANY, AT $.01 PER RIGHT ON THE TERMS SET
  FORTH IN THE RIGHTS AGREEMENT. [THE RIGHTS REPRESENTED BY THIS CERTIFICATE
  WERE ISSUED TO A PERSON WHO WAS AN ACQUIRING PERSON OR AN ASSOCIATE OR
  AFFILIATE OF AN ACQUIRING PERSON. THIS RIGHT CERTIFICATE AND THE RIGHTS
  REPRESENTED HEREBY MAY BECOME VOID TO THE EXTENT PROVIDED IN AND UNDER THE
  CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF THE RIGHTS AGREEMENT.]*

  



 


 


Rights Certificate


 


Countrywide Financial
Corporation


 


This
certifies that                                                              ,
or registered assigns, is the registered owner of the number of Rights set
forth above, each of which entitles the owner thereof, subject to the terms,
provisions and conditions of the Amended and Restated Rights Agreement dated as
of November 27, 2001, as amended (the “Rights Agreement”) between Countrywide
Financial Corporation (formerly known as Countrywide Credit Industries, Inc.),
a Delaware corporation (the “Company”), and American Stock Transfer & Trust
Company (the “Rights Agent”), to purchase from the Company at any time after
the Distribution Date (as such term is defined in the Rights Agreement) and
prior to 5:00 P.M. (Los Angeles time) on February 28, 2012 at the principal
office of the Rights Agent in Los Angeles, California, one two-thousandth of a
fully paid, nonassessable share of Series A Participating Preferred Stock (the “Preferred
Stock”) of the Company, at a purchase price of $175 per one two-thousandth of a
share (the “Purchase Price”), upon presentation and surrender of this Rights
Certificate with the appropriate Form of Election to Purchase duly executed.
The number of Rights evidenced by this Rights Certificate (and the number of
shares which may be purchased upon exercise thereof) set forth above, and the
Purchase Price set forth above, are the number and Purchase Price as of November
15, 2001, based on the Preferred Stock as constituted at such date.


 


As
provided in the Rights Agreement, the Purchase Price and the number of shares
of Preferred Stock or other securities which may be purchased upon the exercise
of the Rights evidenced by this Rights Certificate are subject to modification
and adjustment upon the happening of certain events.


 


This
Right Certificate is subject to all of the terms, provisions and conditions of
the Rights Agreement, which terms, provisions and conditions are hereby
incorporated herein by reference and made a part hereof and to which Rights
Agreement reference is hereby made for a full description of the rights,
limitations of rights, obligations, duties and immunities hereunder of the
Rights Agent, the Company and the holders of the Rights Certificates.


 


5

















 


Copies of the Rights Agreement are on file at the
principal office of the Company and are also available upon written request to
the Company.


 


This
Rights Certificate, with or without other Rights Certificates, upon surrender
at the principal office of the Rights Agent, may be exercised for another
Rights Certificate or Rights Certificates of like tenor and date evidencing
Rights entitling the holder to purchase a like aggregate number of shares of
Preferred Stock as the Rights evidenced by the Rights Certificate or Rights
Certificates surrendered shall have entitled such holder to purchase. If this
Rights Certificate shall be exercised (other than pursuant to Section 11(a)(ii)
of the Rights Agreement) in part, the holder shall be entitled to receive upon
surrender hereof another Rights Certificate or Rights Certificates for the
number of whole Rights not exercised. If this Rights Certificate shall be
exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights
Agreement, the holder shall be entitled to receive this Rights Certificate duly
marked to indicate that such exercise has occurred as set forth in the Rights
Agreement.


 


Subject
to the provisions of the Rights Agreement, the Rights evidenced by this
Certificate may be redeemed by the Company at its option at a redemption price
of $.01 per Right. Subject to the provisions of the Rights Agreement, the
Company, at its option, may elect to mail payment of the redemption price to
the registered holder of the Right at the time of redemption, in which event
this certificate may become void without any further action by the Company.


 


No
fractional shares of Preferred Stock will be issued upon the exercise of any
Right or Rights evidenced hereby (other than fractions which are integral
multiples of one two-thousandth of a share of Preferred Stock, which may, at
the election of the Company, be evidenced by depositary receipts), but in lieu
thereof a cash payment will be made, as provided in the Rights Agreement.


 


No
holder of this Rights Certificate, as such, shall be entitled to vote or
receive dividends or be deemed for any purpose the holder of shares of
Preferred Stock or of any other securities of the Company which may at any time
be issuable on the exercise hereof, nor shall anything contained in the Rights
Agreement or herein be construed to confer upon the holder hereof, as such, any
of the rights of a shareholder of the Company or any right to vote for the
election of directors or upon any matter submitted to shareholders at any
meeting thereof, or to give or withhold consent to any corporate action, or, to
receive notice of meetings or other actions affecting shareholders (except as
provided in the Rights Agreement), or to receive dividends or subscription
rights, or otherwise, until the Right or Rights evidenced by this Rights
Certificate shall have been exercised as provided in the Rights Agreement.


 


This
Rights Certificate shall not be valid or obligatory for any purpose until it
shall have been counter-signed by the Rights Agent.


 


WITNESS
the facsimile signature of the proper officers of the Company and its corporate
seal. Dated as of                     .


 


	 
	 
	 
	 

	 
	 
	 
	 

	By
	 
	 
	 
	 

	Name:
	 
	 
	Name:

	Title:
	 
	 
	Title:

	 
	 
	 
	 

	Countersigned:
	 
	 
	 

	 
	 
	 
	 

	 
	 
	 
	 

	Authorized Signature
	 
	 
	 

					



 


6

















 


FORM
OF ASSIGNMENT


 


(To be executed by the
registered holder if such

holder desires to transfer the Rights Certificate.)


 


FOR VALUE RECEIVED                     
 hereby sells, assigns and transfers unto
                                                 
                                                                                                



 




 





 


(Please print name and
address of transferee)


 




 





 


this Rights Certificate, together with all right,
title and interest therein, and does hereby irrevocably constitute and appoint                         
Attorney, to transfer the within Rights Certificate on the books of the
within-named Company, with full power of substitution.


 


 


	 
	 
	 

	 
	Signature

	
  Signature Guaranteed:

  	
   

  



 


Certificate


 


The undersigned hereby
certifies by checking the appropriate boxes that:


 


(1) the Rights evidenced by
this Rights Certificate [ ] are [ ] are not being sold, assigned and
transferred by or on behalf of a Person who is or was an Acquiring Person or an
Affiliate or Associate of any such Acquiring Person (as such terms are defined
pursuant to the Rights Agreement);


 


(2) after due inquiry and to
the best knowledge of the undersigned, it [ ] did [ ] did not acquire the
Rights evidenced by this Rights Certificate from any Person who is, was or
subsequently became an Acquiring Person or an Affiliate or Associate of an
Acquiring Person.


 


	Dated:                          , 20    
	 
	 

	 
	Signature

	 
	 




 


NOTICE


 


The signature to the
foregoing Assignment must correspond to the name as written upon the face of
this Rights Certificate in every particular, without alteration or enlargement
or any change whatsoever.


 


FORM
OF ELECTION TO PURCHASE


 


(To be executed if holder
desires to

exercise the Rights Certificate pursuant to

Section 11(a)(ii) of the Rights Agreement.)


 


7

















 


To COUNTRYWIDE FINANCIAL CORPORATION:


 


The undersigned hereby
irrevocably elects to exercise         
 Rights represented by this Rights
Certificate to purchase the shares of Common Stock (or such other securities of
the Company) issuable upon the exercise of the Rights and requests that
certificates for such shares be issued in the name of:




 


 





 


(Please insert social
security or other identifying number)


 




 





 


(Please print name and
address)


 


The
Rights Certificate indicating the balance, if any, of such Rights which may
still be exercised pursuant to Section 11(a)(ii) of the Rights Agreement shall
be returned to the undersigned unless such person requests that the Rights
Certificate be registered in the name of and delivered to:


 




 





 


Please insert social security or other identifying
number (complete only if Rights Certificate is to be registered in a name other
than the undersigned)


 




 





 


(Please print name and
address)


 




 





 




 





 


	 
	 
	 

	 
	Signature

	
  Signature Guaranteed:

  	
   

  



 


Certificate


 


The
undersigned hereby certifies by checking the appropriate boxes that:


 


(1)                                  the Rights evidenced by this Rights
Certificate [ ] are [ ] are not being exercised by or on behalf of a Person who
is or was an Acquiring Person or an Affiliate or Associate of any such
Acquiring Person (as such terms are defined pursuant to the Rights Agreement);


 


(2)                                  this Rights Certificate [ ] is [ ] is not
being sold, assigned and transferred by or on behalf of a Person who is or was
an Acquiring Person or an Affiliate or Associate of any such Acquiring Person
(as such terms are defined pursuant to the Rights Agreement);


 


8

















 


(3)                                  after due inquiry and to the best knowledge
of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this
Rights Certificate from any Person who is, was or subsequently became an
Acquiring Person or an Affiliate or Associate of an Acquiring Person.


 


	Dated:                          , 20   
	 
	 

	 
	 
	Signature

	 
	 

				



 


NOTICE 


 


The signature to the
foregoing Election to Purchase must correspond to the name as written upon the
face of this Rights Certificate in every particular, without alteration or
enlargement or any change whatsoever.


 


FORM OF ELECTION TO PURCHASE


 


(To be executed if holder
desires to

exercise the Rights Certificate other than pursuant to

Section 11(a)(ii) of the Rights Agreement.)


 


To COUNTRYWIDE FINANCIAL
CORPORATION:


 


The undersigned hereby
irrevocably elects to exercise            Rights
represented by this Rights Certificate to purchase the shares of Common Stock (or
such other securities of the Company or any other Person) issuable upon the
exercise of the Rights and requests that certificates for such shares be issued
in the name of:


 




 





 


(Please insert social
security or other identifying number)


 


 




 





(Please print name and
address)


 


 




 





The Rights Certificate
indicating the balance, if any, of such Rights which may still be exercised
pursuant to Section 11(a)(ii) of the Rights Agreement shall be returned to the
undersigned unless such person requests that the Rights Certificate be
registered in the name of and delivered to:


 




 





 


Please insert social
security or other identifying number (complete only if Rights Certificate is to
be registered in a name other than the undersigned)


 




 





 


(Please print name and
address)




 


 





 


9

















 


	Dated:                         , 20   
	 
	 

	 
	 
	 
	 

	 
	Signature

	 
	 

	Signature Guaranteed:
	 

				



 


Certificate


 


The undersigned hereby
certifies by checking the appropriate boxes that:


 


(1)                                  the Rights evidenced by this Rights
Certificate [ ] are [ ] are not being sold, assigned and transferred by or on
behalf of a Person who is or was an Acquiring Person or an Affiliate or
Associate of any such Acquiring Person (as such terms are defined pursuant to
the Rights Agreement);


 


(2)                                  after due inquiry and to the best knowledge
of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this
Rights Certificate from any Person who is, was or subsequently became an
Acquiring Person or an Affiliate or Associate of an Acquiring Person.


 


	Dated:                          , 20   
	 
	 

	 
	 
	Signature

	 
	 

				



 


NOTICE


 


The signature to the
foregoing Election to Purchase must correspond to the name as written upon the
face of this Rights Certificate in every particular, without alteration or
enlargement or any change whatsoever.


 






* The portion of the legend in brackets shall
be inserted only if applicable.


 


10