exv10w1



 





EXHIBIT 10.1



EXECUTION COPY



TERMINATION AND REPLACEMENT

AGREEMENT




          TERMINATION AND REPLACEMENT AGREEMENT (this “TR Agreement”) dated as of November 19,
2004, among Countrywide Home Loans, Inc. (the “Borrower”), Countrywide Financial
Corporation, the financial institutions listed in Annex I hereto under the captions “Continuing
Lenders” (the “Continuing Lenders”) and “Additional Lenders” (the “Additional
Lenders”, and together with the Continuing Lenders, 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 (the
“Managing Administrative Agent”). Capitalized terms used and not defined herein shall have
the meanings assigned to such terms in the New Credit Agreement (as defined below).



W I T N E S S E T H:




          WHEREAS, the Borrower, the Continuing Lenders and certain other financial institutions, the
Documentation Agents, the Syndication Agent, the Administrative Agent and the Managing
Administrative Agent are parties to the Credit Agreement, dated as of May 12, 2004 (the
“Original Credit Agreement”);



          WHEREAS, the Original Credit Agreement is to be terminated as provided herein; and



          WHEREAS, the Continuing Lenders and the Additional Lenders are willing, subject to the terms
and conditions of this TR Agreement, to replace the Original Credit Agreement with a new credit
agreement as provided herein;



          NOW THEREFORE, in consideration of the mutual agreements contained in this TR Agreement and
other good and valuable consideration, the sufficiency and receipt of which are hereby
acknowledged, the parties hereto hereby agree as follows:



     1. Termination and Replacement. Subject to the conditions set forth in
Section 2 hereof:




     (i) The Original Credit Agreement, including all schedules and exhibits thereto, is
hereby terminated, subject to the applicable provisions set forth therein as to the survival
of certain rights and obligations, and simultaneously replaced by a new credit agreement
(the “New Credit Agreement”) identical in form and substance to the Original Credit
Agreement, except as expressly set forth below.




     (ii) The heading of the New Credit Agreement shall read as follows:




     “THIS CREDIT AGREEMENT dated as of November 19, 2004 among COUNTRYWIDE HOME
LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, COMMERZBANK AG, NEW YORK and GRAND
CAYMAN BRANCHES and SOCIETE GENERALE, as Documentation Agents,



 









 





2





BNP PARIBAS, as Syndication Agent, the LENDERS party hereto, BARCLAYS BANK PLC,
as Administrative Agent, and ROYAL BANK OF CANADA, as Managing Administrative
Agent.”




     (iii) The New Credit Agreement is hereby amended by deleting all references to the date
“May 12, 2004” therein and by substituting in lieu thereof the date “November 19, 2004”.




     (iv) Section 1.01 of the New 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:




     “Commitment Termination Date” means November 18, 2005.




     “Effective Date” has the meaning assigned to such term in Section 2 of
the TR Agreement.”




     “Term-Out Maturity Date” means, if so selected by the Borrower pursuant
to Section 2.09(a), November 17, 2006.




     (v) Section 1.01 of the New Credit Agreement is hereby amended by adding the following
definition in proper alphabetical order:




     “TR Agreement” means the Termination and Replacement Agreement dated as
of November 19, 2004, among the Borrower, CFC, the Lenders and the Agents.




     (vi) Section 2.01(b) of the New Credit Agreement is hereby amended by inserting the
word “and” immediately before clause (y) thereof and by deleting the words “and (z) no more
than three Increased Facility Closing Dates may be selected by the Borrower after the
Effective Date” in their entirety.




     (vii) Section 2.11(b) of the New Credit Agreement is hereby amended by deleting the
reference to “June 30, 2004” and substituting in lieu thereof “December 30, 2004”.




     (viii) Section 3.04 of the New Credit Agreement is hereby amended by adding “and
September 30, 2004” after “March 31, 2004” in sections 3.04(a)(ii) and 3.04(b)(ii).




     (ix) Schedule 2.01 of the New Credit Agreement is hereby amended by replacing such
schedule in its entirety with Schedule 2.01 attached hereto.




     (x) Schedule 2.05 of the New Credit Agreement is hereby amended by replacing such
schedule in its entirety with Schedule 2.05 attached hereto.



 









 





3




     2. Conditions to Effectiveness. This TR Agreement shall be effective on the
date on which all of the following conditions precedent have been satisfied (or waived in
accordance with Section 10.02 of the New Credit Agreement) (the “Effective Date”):




     (i) The Managing Administrative Agent (or its counsel) shall have received from each
party hereto either (a) a counterpart of this TR Agreement signed on behalf of such party or
(b) written evidence satisfactory to the Managing Administrative Agent (which may include
telecopy transmission of a signed signature page of this Agreement) that such party has
signed a counterpart of this Agreement.




     (ii) The Managing Administrative Agent shall have received a favorable written opinion
(addressed to the Managing Administrative Agent and the Lenders and dated the Effective
Date) of Susan E. Bow, Managing Director, General Counsel, Corporate and Securities, and
Corporate Secretary of CFC and CHL, substantially in the form of Exhibit C to the New Credit
Agreement, and covering such other matters relating to CFC, CHL, this TR Agreement, the New
Credit Agreement, the other Loan Documents or the Transactions as the Required Lenders shall
reasonably request.




     (iii) The Managing Administrative Agent shall have received such documents and
certificates as the Managing Administrative Agent or its counsel may reasonably request
relating to the organization, existence and good standing of CFC and CHL.




     (iv) The Managing Administrative Agent shall have received all fees and other amounts
due and payable on or prior to the Effective Date in connection with the transaction
contemplated hereby, including, reasonable costs and out-of-pocket expenses required to be
reimbursed or paid by CFC or CHL hereunder.



     3. Representations and Warranties. Each of the Borrower and CFC represents
and warrants to the Lenders that (i) no Default or Event of Default exists on the Effective Date
and (ii) each of the representations and warranties made by the Borrower and CFC pursuant to the
New Credit Agreement are true and correct in all material respects on and as of the Effective Date.



     4. Expenses. The Borrower agrees to pay and reimburse the Managing
Administrative Agent for all its reasonable costs and out-of-pocket expenses incurred in connection
with the preparation and delivery of this TR Agreement, including, without limitation, the
reasonable fees and disbursements of counsel to the Managing Administrative Agent.



     5. GOVERNING LAW. THIS TR AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK.



     6. Execution in Counterparts. This TR Agreement may be executed by one or
more of the parties to this TR Agreement on any number of separate counterparts (including by
facsimile), and all of said counterparts taken together shall be deemed to constitute one and the



 









 





4



same instrument. A set of the copies of this TR Agreement signed by all the parties shall be
lodged with the Borrower and the Managing Administrative Agent.






 









 








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



	 	 	 	 	 
	 

	 	COUNTRYWIDE HOME LOANS, INC.
	 
	 	 	 	 
	 
	 	 	 	 
	

	 	By
	 	/s/ Jennifer S. Sandefur
	

	 	 	 	
 
	

	 	Name:
	 	Jennifer S. Sandefur
	

	 	Title:
	 	Managing Director & Treasurer
	 
	 	 	 	 
	 
	 	 	 	 
	

	 	COUNTRYWIDE FINANCIAL CORPORATION
	 
	 	 	 	 
	 
	 	 	 	 
	

	 	By
	 	/s/ Jennifer S. Sandefur
	

	 	 	 	
 
	

	 	Name:
	 	Jennifer S. Sandefur
	

	 	Title:
	 	Managing Director & Treasurer







 









 






	 	 	 	 	 
	 

	 	ROYAL BANK OF CANADA, as Managing Administrative

Agent
	 
	 	 	 	 
	 
	 	 	 	 
	

	 	By
	 	/s/ Gail Watkin
	

	 	 	 	
 
	

	 	Name:
	 	Gail Watkin
	

	 	Title:
	 	Manager, Agency
	 
	 	 	 	 
	 
	 	 	 	 
	

	 	ROYAL BANK OF CANADA, as a Lender
	 
	 
	

	 	By
	 	/s/ Howard Lee
	

	 	 	 	
 
	

	 	Name:
	 	Howard Lee
	

	 	Title:
	 	Authorized Signatory







 









 






	 	 	 	 	 
	 

	 	BARCLAYS BANK PLC, as Administrative Agent and as a
Lender
	 
	 	 	 	 
	 
	 	 	 	 
	

	 	By
	 	/s/ Alison A. McGuigan
	

	 	 	 	
 
	

	 	Name:
	 	Alison A. McGuigan
	

	 	Title:
	 	Associate Director







 









 






	 	 	 	 	 
	

	 	CREDIT SUISSE FIRST BOSTON ACTING THROUGH ITS CAYMAN
ISLANDS BRANCH, as a Lender
	 
	 	 	 	 
	 
	 	 	 	 
	

	 	By
	 	/s/ Jay Chall
	

	 	 	 	
 
	

	 	Name:
	 	Jay Chall
	

	 	Title:
	 	Director
	 
	 	 	 	 
	 
	 	 	 	 
	

	 	By
	 	/s/ Gregory S. Richards
	

	 	 	 	
 
	

	 	Name:
	 	Gregory S. Richards
	

	 	Title:
	 	Associate







 









 






	 	 	 	 	 
	

	 	BNP PARIBAS, as Syndication Agent and as a Lender
	 
	 	 	 	 
	 
	 	 	 	 
	

	 	By
	 	/s/ Pierre Nicholas Rogers
	

	 	 	 	
 
	

	 	Name:
	 	Pierre Nicholas Rogers
	

	 	Title:
	 	Managing Director
	 
	 	 	 	 
	 
	 	 	 	 
	

	 	By
	 	/s/ Sandra F. Bertram
	

	 	 	 	
 
	

	 	Name:
	 	Sandra F. Bertram
	

	 	Title:
	 	Vice President







 









 






	 	 	 	 	 
	

	 	COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES,
as a Documentation Agent and as a Lender
	 
	 	 	 	 
	 
	 	 	 	 
	

	 	By
	 	/s/ Werner Schmidbauer
	

	 	 	 	
 
	

	 	Name:
	 	Werner Schmidbauer
	

	 	Title:
	 	SVP
	 
	 	 	 	 
	 
	 	 	 	 
	

	 	By
	 	/s/ Yangling Joanne Si
	

	 	 	 	
 
	

	 	Name:
	 	Yangling Joanne Si
	

	 	Title:
	 	AVP







 









 






	 	 	 	 	 
	

	 	LLOYDS TSB BANK PLC,

as a Lender
	 
	 	 	 	 
	 
	 	 	 	 
	

	 	By
	 	/s/ James M. Rudd
	

	 	 	 	
 
	

	 	Name:
	 	James M. Rudd
	

	 	Title:
	 	Vice President
	

	 	 
	 	Financial Institutions, USA
	

	 	 
	 	R091
	 
	 	 	 	 
	 
	 	 	 	 
	

	 	By
	 	/s/ Candice Beato
	

	 	 	 	
 
	

	 	Name:
	 	Candice Beato
	

	 	Title:
	 	Assistant Vice President
	

	 	 
	 	Financial Institutions, USA
	

	 	 
	 	B059







 









 






	 	 	 	 	 
	

	 	SOCIÉTÉ GÉNÉRALE, as a Documentation Agent and as a
Lender
	 
	 	 	 	 
	 
	 	 	 	 
	

	 	By
	 	/s/ Frank A. Bonavita
	

	 	 	 	
 
	

	 	Name:
	 	Frank A. Bonavita
	

	 	Title:
	 	Managing Director







 









 






	 	 	 	 	 
	

	 	DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, as a Lender
	 
	 	 	 	 
	 
	 	 	 	 
	

	 	By
	 	/s/ J. Curtin Beaudouin
	

	 	 	 	
 
	

	 	Name:
	 	J. Curtin Beaudouin
	

	 	Title:
	 	Director
	 
	 	 	 	 
	 
	 	 	 	 
	

	 	By
	 	/s/ Mark van der Griend
	

	 	 	 	
 
	

	 	Name:
	 	Mark van der Griend
	

	 	Title:
	 	Managing Director







 









 






	 	 	 	 	 
	

	 	THE BANK OF NOVA SCOTIA, as a Lender
	 
	 	 	 	 
	 
	 	 	 	 
	

	 	By
	 	/s/ Todd S. Meller
	

	 	 	 	
 
	

	 	Name:
	 	Todd S. Meller
	

	 	Title:
	 	Managing Director







 









 






	 	 	 	 	 
	

	 	CITICORP USA, INC., as a Lender
	 
	 	 	 	 
	 
	 	 	 	 
	

	 	By
	 	/s/ Yoki Otani
	

	 	 	 	
 
	

	 	Name:
	 	Yoki Otani
	

	 	Title:
	 	Managing Director







 









 






	 	 	 	 	 
	

	 	HSBC BANK USA, as a Lender
	 
	 	 	 	 
	 
	 	 	 	 
	

	 	By
	 	/s/ Paul Lopez
	

	 	 	 	
 
	

	 	Name:
	 	Paul Lopez
	

	 	Title:
	 	SVP







 









 






	 	 	 	 	 
	

	 	LEHMAN BROTHERS BANK, FSB, as a Lender
	 
	 	 	 	 
	 
	 	 	 	 
	

	 	By
	 	/s/ Janine M. Shugan
	

	 	 	 	
 
	

	 	Name:
	 	Janine M. Shugan
	

	 	Title:
	 	Authorized Signatory







 









 






	 	 	 	 	 
	

	 	THE ROYAL BANK OF SCOTLAND PLC, as a Lender
	 
	 	 	 	 
	 
	 	 	 	 
	

	 	By
	 	/s/ Diane Ferguson
	

	 	 	 	
 
	

	 	Name:
	 	Diane Ferguson
	

	 	Title:
	 	Managing Director







 









 






	 	 	 	 	 
	

	 	WEST LB AG, NEW YORK BRANCH, as a Lender
	 
	 	 	 	 
	 
	 	 	 	 
	

	 	By
	 	/s/ Samuel Bridges
	

	 	 	 	
 
	

	 	Name:
	 	Samuel Bridges
	

	 	Title:
	 	Executive Director
	 
	 	 	 	 
	 
	 	 	 	 
	

	 	By
	 	/s/ David Sellers
	

	 	 	 	
 
	

	 	Name:
	 	David Sellers
	

	 	Title:
	 	Executive Director







 









 






	 	 	 	 	 
	

	 	BAYERISCHE LANDESBANK, CAYMAN ISLANDS BRANCH, as a Lender
	 
	 	 	 	 
	 
	 	 	 	 
	

	 	By
	 	/s/ Joseph C. Campagna
	

	 	 	 	
 
	

	 	Name:
	 	Joseph C. Campagna
	

	 	Title:
	 	First Vice President
	 
	 	 	 	 
	 
	 	 	 	 
	

	 	By
	 	/s/ Norman McClave
	

	 	 	 	
 
	

	 	Name:
	 	Norman McClave
	

	 	Title:
	 	First Vice President







 









 






	 	 	 	 	 
	

	 	BAYERISCHE HYPO UND VEREINSBANK AG, NEW YORK BRANCH, as a Lender
	 
	 	 	 	 
	 
	 	 	 	 
	

	 	By
	 	/s/ Paul M. Dolan
	

	 	 	 	
 
	

	 	Name:
	 	Paul M. Dolan
	

	 	Title:
	 	Director
	 
	 	 	 	 
	 
	 	 	 	 
	

	 	By
	 	/s/ William Orsini
	

	 	 	 	
 
	

	 	Name:
	 	William Orsini
	

	 	Title:
	 	Managing Director, HVB Group







 









 






	 	 	 	 	 
	

	 	MIZUHO CORPORATE BANK, LTD, as a Lender
	 
	 	 	 	 
	 
	 	 	 	 
	

	 	By
	 	/s/ Robert Gallagher
	

	 	 	 	
 
	

	 	Name:
	 	Robert Gallagher
	

	 	Title:
	 	Senior Vice President







 









 






	 	 	 	 	 
	

	 	US BANK, NATIONAL ASSOCIATION, as a Lender
	 
	 	 	 	 
	 
	 	 	 	 
	

	 	By
	 	/s/ Douglas A. Rich
	

	 	 	 	
 
	

	 	Name:
	 	Douglas A. Rich
	

	 	Title:
	 	Vice President







 









 






	 	 	 	 	 
	

	 	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







 









 






	 	 	 	 	 
	

	 	BANK OF HAWAII, as a Lender
	 
	 	 	 	 
	 
	 	 	 	 
	

	 	By
	 	/s/ Linda R. Ho
	

	 	 	 	
 
	

	 	Name:
	 	Linda R. Ho
	

	 	Title:
	 	Assistant Vice President







 









 






	 	 	 	 	 
	

	 	FIFTH THIRD BANK, as a Lender
	 
	 	 	 	 
	 
	 	 	 	 
	

	 	By
	 	/s/ Kevin C. M. Jones
	

	 	 	 	
 
	

	 	Name:
	 	Kevin C. M. Jones
	

	 	Title:
	 	Vice President







 









 






ANNEX I




Replacement Commitment Schedule




Continuing Lenders




Royal Bank of Canada

Barclays Bank PLC

BNP Paribas

Commerzbank AG, New York and Grand Cayman Branches

Lloyds TSB Bank PLC

Dresdner Bank AG, New York Branch

The Bank of Nova Scotia

Citicorp USA, Inc.

HSBC Bank USA

Lehman Brothers Bank FSB

The Royal Bank of Scotland PLC

Société Générale

West LB AG, New York Branch

Mizuho Corporate Bank, Ltd

US Bank, National Association

Calyon New York Branch

Bank of Hawaii

Fifth Third Bank

Bayerische Landesbank, Cayman Islands Branch



Additional Lenders



Bayerische Hypo-und and Vereinsbank AG, New York Branch



Credit Suisse First Boston, acting through its Cayman Islands Branch




 









 








SCHEDULE 2.01




COMMITMENTS




	 	 	 	 	 
	Lenders	 	Commitment
	Royal Bank of Canada
	 	$	150,000,000.00	 
	Barclays Bank PLC
	 	$	200,000,000.00	 
	Credit Suisse First Boston, acting through its Cayman
Islands Branch
	 	$	200,000,000.00	 
	BNP Paribas
	 	$	175,000,000.00	 
	Commerzbank AG, New York and Grand Cayman Branches
	 	$	175,000,000.00	 
	Lloyds TSB Bank PLC
	 	$	175,000,000.00	 
	Dresdner Bank AG, New York Branch
	 	$	150,000,000.00	 
	The Bank of Nova Scotia
	 	$	100,000,000.00	 
	Bayerische Hypo-und and Vereinsbank AG, New York Branch
	 	$	100,000,000.00	 
	Bayerische Landesbank, Cayman Islands Branch
	 	$	100,000,000.00	 
	Citicorp USA, Inc.
	 	$	100,000,000.00	 
	HSBC Bank USA
	 	$	100,000,000.00	 
	Lehman Brothers Bank FSB
	 	$	100,000,000.00	 
	The Royal Bank of Scotland PLC
	 	$	100,000,000.00	 
	Société Générale
	 	$	100,000,000.00	 
	West LB AG, New York Branch
	 	$	100,000,000.00	 
	Mizuho Corporate Bank, Ltd
	 	$	50,000,000.00	 
	US Bank, National Association
	 	$	50,000,000.00	 
	Calyon New York Branch
	 	$	25,000,000.00	 
	Bank of Hawaii
	 	$	25,000,000.00	 
	Fifth Third Bank
	 	$	25,000,000.00	 
	 
	TOTAL
	 	$	2,300,000,000.00	 







 









 






SCHEDULE 2.05




SWINGLINE COMMITMENTS




	 	 	 	 	 
	Lenders	 	Swingline Commitment
	Barclays Bank PLC
	 	$	200,000,000.00	 
	BNP Paribas
	 	$	175,000,000.00	 
	Commerzbank AG, New York and Grand Cayman Branches
	 	$	175,000,000.00	 
	Royal Bank of Canada
	 	$	150,000,000.00	 
	Citicorp USA, Inc.
	 	$	100,000,000.00	 
	Société Générale
	 	$	100,000,000.00	 
	 
	TOTAL
	 	$	900,000,000.00