exv10w3



 










EXHIBIT 10.3




EXECUTION COPY



THIRD AMENDMENT




     THIRD AMENDMENT, dated as of May 10, 2006 (this “Amendment”), to the CREDIT AGREEMENT,
dated as of November 19, 2004 (as amended, supplemented or otherwise modified from time to time,
the “Credit Agreement”), among Countrywide Financial Corporation (“CFC”), Countrywide Home
Loans, Inc. (“CHL”), the Lenders party thereto (the “Lenders”), Lloyds TSB Bank, PLC and
Société Générale, 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. 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.



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



     C. 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 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. Amendment to Section 1.01. Section 1.01 of the Credit Agreement is hereby
amended by deleting the defined term “Total Usage” in its entirety.



     3. Amendment
to Section 2.01(b). Section 2.01(b)(ii)(x) of the Credit Agreement is
hereby amended by deleting the phrase “in no event shall the aggregate amount of the Commitments
exceed $3,000,000,000” and substituting in lieu thereof “in no event shall the aggregate amount of
the Commitments exceed $2,600,000,000”.



     4. Amendment to
Section 2.11(b). Section 2.1l(b) of the Credit Agreement is hereby
amended by (i) deleting the parenthetical phrase “(“Total Usage”)” and the phrase “the sum
of”, each in the eighth line of Section 2.11(b) and (ii) deleting the parenthetical phrase “(the
“Utilization Threshold”)” in the tenth line of Section 2.1l(b).



     5. Amendment to Section 4.02(a). Section 4.02(a) of the Credit Agreement is hereby
amended by deleting the parenthetical “(other than the representation and warranty set









 



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forth in Section 3.04(c))” and substituting in lieu thereof “(other than the representations
and warranties set forth in Sections 3.04(c) and 3.06(a) for Borrowings after the Effective
Date)”.




     6. Amendment to Section 6.01. Section 6.01 of the Credit Agreement is hereby
deleted in its entirety and in lieu thereof, the following shall be substituted:




SECTION 6.01. Financial Condition Covenants. (a) CFC will not have a
Consolidated Net Worth at any time of less than $7,680,000,000 and (b) CHL will not
have a Consolidated Net Worth at any time of less than $2,400,000,000.



     7. 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 the parties hereto.




          (b) Consents to this Amendment in forms reasonably satisfactory to the Managing
Administrative Agent from the Required Lenders.




          (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.




     8. 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.



     9. 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.




     10. 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 Sandefur
	 

	 	 	 	 
	 

	 	Name
	 	Jennifer Sandefur
	 

	 	Title:
	 	Senior Managing Director & Treasurer
	 
	 	 	 	 
	 	 	COUNTRYWIDE HOME LOANS, INC.,
	 	 	a New York corporation
	 
	 	 	 	 
	 

	 	By
	 	/s/ Jennifer Sandefur
	 

	 	 	 	 
	 

	 	Name
	 	Jennifer Sandefur
	 

	 	Title:
	 	Senior Managing Director & Treasurer






Signature Page to the Third 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
	 

	 	 	 	 





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

Agreement Royal Bank of Canada as Managing Administrative Agent