exv10w102



 






EXHIBIT
10.102




EXECUTION COPY




FIRST AMENDMENT




               FIRST AMENDMENT, dated as of May 11, 2005 (this “Amendment”), to the FIVE-YEAR CREDIT
AGREEMENT, dated as of May 12, 2004, among Countrywide Home Loans, Inc., a New York corporation
(“CHL”), Countrywide Financial Corporation, a Delaware corporation (“CFC”), the
Lenders parties thereto (the “Lenders”), ABN AMRO Bank N.V. and Deutsche Bank Securities
Inc., as Documentation Agents, (in such capacity, the “Documentation Agents”), Citicorp
USA, Inc., as Syndication Agent (in such capacity, the “Syndication Agent”), Bank of
America, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), and
JPMorgan Chase Bank, N.A., as Managing Administrative Agent (in such capacity, “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 Five-Year Credit
Agreement, dated as of May 12, 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 2.01(b) of the Credit Agreement. The second sentence of
Section 2.01(b) of the Credit Agreement is hereby amended to read in its entirety as follows:




“Notwithstanding the foregoing, without the consent of the Required Lenders, (x) in no
event shall the aggregate amount of the Commitments exceed $5,400,000,000 and (y) each
increase effected pursuant to this paragraph shall be in a minimum amount of at least
$50,000,000.”



     3. 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.)”.



 









 





 2




     4. 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.



     5. 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.



     6. 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.



 









 





 3




     7. 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

Title:
	 	Jennifer Sandefur

Senior Managing Director & Treasurer
	 

	 	 	 	 
	 	 	COUNTRYWIDE HOME LOANS, INC.,
	 	 	a New York corporation
	 

	 	 	 	 
	 

	 	By
	 	/s/ JENNIFER SANDEFUR
	 

	 	 	 	 
	 

	 	Name

Title:
	 	Jennifer Sandefur

Senior Managing Director & Treasurer






Signature
Page to the First Amendment to the Countrywide Five-Year Credit Agreement

JPMorgan Chase Bank, N.A. as Managing Administrative Agent




 









 








	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A., as Managing
	 	 	Administrative Agent and a Lender
	 

	 	 	 	 
	 

	 	By
	 	/s/ Elisabeth H. Schwabe
	 

	 	 	 	 
	 

	 	Name
	 	Elisabeth H. Schwabe
	 

	 	Title
	 	Managing Director
	 

	 	 	 	JPMorgan Chase Bank, N.A.






Signature
Page to the First Amendment to the Countrywide Five-Year Credit Agreement

JPMorgan Chase Bank, N.A. as Managing Administrative Agent



 









 








	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A., as Administrative
	 	 	Agent and a Lender
	 

	 	 	 	 
	 

	 	By
	 	/s/ Elizabeth Kurilecz
	 

	 	 	 	 
	 

	 	Name
	 	Elizabeth Kurilecz
	 

	 	Title
	 	Senior Vice President






Signature
Page to the First Amendment to the Countrywide Five-Year Credit Agreement

JPMorgan Chase Bank, N.A. as Managing Administrative Agent




 









 








	 	 	 
	 

	 	SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11,
2005, TO THE FIVE-YEAR CREDIT AGREEMENT, DATED AS OF MAY 12,
2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE
FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING
ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS
ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION
AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES
INC., AS DOCUMENTATION AGENTS, AND THE LENDERS PARTY THERETO
	 

	 	 
	 

	 	NAME OF INSTITUTION:
	 

	 	 
	 

	 	ABN AMRO Bank N.V., as a Lender






	 	 	 	 	 	 	 
	 

	 	 	By:
	/s/ Neil R. Stein
	 	/s/ Michael DeMarco
	 	 	 	 	 
	 

	 	 	 	Name: Neil R. Stein
	 	Michael DeMarco
	 

	 	 	 	Title: Director
	 	Asst. Vice President






Signature
Page to the First Amendment to the Countrywide Five-Year Credit Agreement

JPMorgan Chase Bank, N.A. as Managing Administrative Agent



 









 








	 	 	 
	 

	 	SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11,
2005, TO THE FIVE-YEAR CREDIT AGREEMENT, DATED AS OF MAY 12,
2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE
FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING
ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS
ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION
AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES
INC., AS DOCUMENTATION AGENTS, AND THE LENDERS PARTY THERETO
	 

	 	 
	 

	 	DEUTSCHE BANK AG NEW YORK BRANCH, as a
	 

	 	Lender






	 	 	 	 	 
	 

	 	By:
	 	/s/ Sean C Davy
	 

	 	 	 	 
	 

	 	 	 	Name: Sean C Davy
	 

	 	 	 	Title: Director
	 

	 	 	 	 
	 

	 	By:
	 	/s/ Dirk Schumann
	 

	 	 	 	 
	 

	 	 	 	Name: Dirk Schumann
	 

	 	 	 	Title: Director






Signature
Page to the First Amendment to the Countrywide Five-Year Credit Agreement

JPMorgan Chase Bank, N.A. as Managing Administrative Agent




 









 








	 	 	 
	 

	 	SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11,
2005, TO THE FIVE-YEAR CREDIT AGREEMENT, DATED AS OF MAY 12,
2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE
FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING
ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS
ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION
AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES
INC., AS DOCUMENTATION AGENTS, AND THE LENDERS PARTY THERETO
	 

	 	 
	 

	 	NAME OF INSTITUTION:
	 

	 	 
	 

	 	CITICORP USA, INC., as a Lender






	 	 	 	 	 
	 

	 	By:
	 	/s/ Yoko Otani
	 

	 	 	 	 
	 

	 	 	 	Name: Yoko Otani
	 

	 	 	 	Title: Managing Direcotr






Signature
Page to the First Amendment to the Countrywide Five-Year Credit Agreement

JPMorgan Chase Bank, N.A. as Managing Administrative Agent




 









 








	 	 	 
	 

	 	SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11,
2005, TO THE FIVE-YEAR CREDIT AGREEMENT, DATED AS OF MAY 12,
2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE
FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING
ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS
ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION
AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES
INC., AS DOCUMENTATION AGENTS, AND THE LENDERS PARTY THERETO
	 

	 	 
	 

	 	NAME OF INSTITUTION:
	 

	 	 
	 

	 	THE BANK OF NEW YORK, as a Lender






	 	 	 	 	 
	 

	 	By:
	 	/s/ Paul Connolly
	 

	 	 	 	 
	 

	 	 	 	Name: Paul Connolly
	 

	 	 	 	Title: Vice President






Signature
Page to the First Amendment to the Countrywide Five-Year Credit Agreement

JPMorgan Chase Bank, N.A. as Managing Administrative Agent




 









 








	 	 	 
	 

	 	SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11,
2005, TO THE FIVE-YEAR CREDIT AGREEMENT, DATED AS OF MAY 12,
2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE
FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING
ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS
ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION
AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES
INC., AS DOCUMENTATION AGENTS, AND THE LENDERS PARTY THERETO
	 

	 	 
	 

	 	NAME OF INSTITUTION:
	 

	 	 
	 

	 	BARCLAYS BANK PLC, as a Lender






	 	 	 	 	 
	 

	 	By:
	 	/s/ Alison McGuigan
	 

	 	 	 	 
	 

	 	 	 	Name: Alison McGuigan
	 

	 	 	 	Title: Associate Director






Signature
Page to the First Amendment to the Countrywide Five-Year Credit Agreement

JPMorgan Chase Bank, N.A. as Managing Administrative Agent




 









 








	 	 	 
	 

	 	SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11,
2005, TO THE FIVE-YEAR CREDIT AGREEMENT, DATED AS OF MAY 12,
2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE
FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING
ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS
ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION
AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES
INC., AS DOCUMENTATION AGENTS, AND THE LENDERS PARTY THERETO
	 

	 	 
	 

	 	Wachovia Bank, National Association:
	 

	 	 
	 

	 	Wachovia Bank, National Association, as a Lender






	 	 	 	 	 
	 

	 	By:
	 	/s/ Joan Anderson
	 

	 	 	 	 
	 

	 	 	 	Name: Joan Anderson
	 

	 	 	 	Title: Director






Signature
Page to the First Amendment to the Countrywide Five-Year Credit Agreement

JPMorgan Chase Bank, N.A. as Managing Administrative Agent





 









 








	 	 	 
	 

	 	SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11,
2005, TO THE FIVE-YEAR CREDIT AGREEMENT, DATED AS OF MAY 12,
2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE
FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING
ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS
ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION
AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES
INC., AS DOCUMENTATION AGENTS, AND THE LENDERS PARTY THERETO
	 

	 	 
	 

	 	NAME OF INSTITUTION:
	 

	 	 
	 

	 	BNP Paiibas, 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 Five-Year Credit Agreement

JPMorgan Chase Bank, N.A. as Managing Administrative Agent




 









 








	 	 	 
	 

	 	SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11,
2005, TO THE FIVE-YEAR CREDIT AGREEMENT, DATED AS OF MAY 12,
2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE
FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING
ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS
ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION
AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES
INC., AS DOCUMENTATION AGENTS, AND THE LENDERS PARTY THERETO
	 

	 	 
	 

	 	NAME OF INSTITUTION:
	 

	 	 
	 

	 	MORGAN STANLEY BANK, as a Lender






	 	 	 	 	 
	 

	 	By:
	 	/s/ Daniel Twenge
	 

	 	 	 	 
	 

	 	 	 	Name: Daniel Twenge
	 

	 	 	 	Title: Vice President
	 

	 	 	 	Morgan Stanley Bank






Signature
Page to the First Amendment to the Countrywide Five-Year Credit Agreement

JPMorgan Chase Bank, N.A. as Managing Administrative Agent




 









 








	 	 	 
	 

	 	SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11,
2005, TO THE FIVE-YEAR CREDIT AGREEMENT, DATED AS OF MAY 12,
2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE
FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING
ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS
ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION
AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES
INC., AS DOCUMENTATION AGENTS, AND THE LENDERS PARTY THERETO
	 

	 	 
	 

	 	NAME OF INSTITUTION:
	 

	 	 
	 

	 	SOCIETE GENERALE, as a Lender






	 	 	 	 	 
	 

	 	By:
	 	/s/ Edith L. Hornick
	 

	 	 	 	 
	 

	 	 	 	Name: Edith L. Hornick
	 

	 	 	 	Title: Managing Director






Signature
Page to the First Amendment to the Countrywide Five-Year Credit Agreement

JPMorgan Chase Bank, N.A. as Managing Administrative Agent




 









 








	 	 	 
	 

	 	SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11,
2005, TO THE FIVE-YEAR CREDIT AGREEMENT, DATED AS OF MAY 12,
2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE
FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING
ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS
ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION
AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES
INC., AS DOCUMENTATION AGENTS, AND THE LENDERS PARTY THERETO
	 

	 	 
	 

	 	NAME OF INSTITUTION:
	 

	 	 
	 

	 	WILLIAM STREET COMMITMENT CORPORATION
	 

	 	(Recourse only to assets of William Street Commitment
	 

	 	Corporation), as a Lender






	 	 	 	 	 
	 

	 	By:
	 	/s/ Manda D’Agata
	 

	 	 	 	 
	 

	 	 	 	Name: Manda D’Agata
	 

	 	 	 	Title: Assistant Vice President






Signature
Page to the First Amendment to the Countrywide Five-Year Credit Agreement

JPMorgan Chase Bank, N.A. as Managing Administrative Agent




 









 








	 	 	 
	 

	 	SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11,
2005, TO THE FIVE-YEAR CREDIT AGREEMENT, DATED AS OF MAY 12,
2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE
FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING
ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS
ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION
AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES
INC., AS DOCUMENTATION AGENTS, AND THE LENDERS PARTY THERETO
	 

	 	 
	 

	 	NAME OF INSTITUTION:
	 

	 	 
	 

	 	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 Five-Year Credit Agreement

JPMorgan Chase Bank, N.A. as Managing Administrative Agent




 









 








	 	 	 
	 

	 	SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11,
2005, TO THE FIVE-YEAR CREDIT AGREEMENT, DATED AS OF MAY 12,
2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE
FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING
ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS
ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION
AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES
INC., AS DOCUMENTATION AGENTS, AND THE LENDERS PARTY THERETO
	 

	 	 
	 

	 	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 Five-Year Credit Agreement

JPMorgan Chase Bank, N.A. as Managing Administrative Agent




 









 








	 	 	 
	 

	 	SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11,
2005, TO THE FIVE-YEAR CREDIT AGREEMENT, DATED AS OF MAY 12,
2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE
FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING
ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS
ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION
AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES
INC., AS DOCUMENTATION AGENTS, AND THE LENDERS PARTY THERETO
	 

	 	 
	 

	 	NAME OF INSTITUTION:
	 

	 	 
	 

	 	HSBC Bank USA, N.A., as a Lender






	 	 	 	 	 
	 

	 	By:
	 	/s/ Paul Lopez
	 

	 	 	 	 
	 

	 	 	 	Name: Paul Lopez
	 

	 	 	 	Title: Senior Vice President






Signature
Page to the First Amendment to the Countrywide Five-Year Credit Agreement

JPMorgan Chase Bank, N.A. as Managing Administrative Agent




 










 






	 	 	 
	 

	 	SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11,
2005, TO THE FIVE-YEAR CREDIT AGREEMENT, DATED AS OF MAY 12,
2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE
FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING
ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS
ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION
AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES
INC., AS DOCUMENTATION AGENTS, 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 and Manager
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Yangling Joanne Si
	 

	 	 	 	 
	 

	 	 	 	Name: Yangling Joanne Si
	 

	 	 	 	Title: AVP






Signature Page to the First Amendment to the CountrywideFive-Year Credit Agreement

JPMorgan Chase Bank, N.A. as Managing Administrative Agent





 









 








	 	 	 
	 

	 	SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11,
2005, TO THE FIVE-YEAR CREDIT AGREEMENT, DATED AS OF MAY 12,
2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE
FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING
ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS
ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION
AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES
INC., AS DOCUMENTATION AGENTS, AND THE LENDERS PARTY THERETO
	 
	 

	 	NAME OF INSTITUTION:
	 
	 	 
	 

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

Lender






	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Sascha Klaus
	 	/s/ J. Curtin Beaudouin
	 	 	 	 	 
	 

	 	 	 	Name: Sascha Klaus
	 	J. Curtin Beaudouin
	 

	 	 	 	Title: Director
	 	Director






Signature Page to the First Amendment to the CountrywideFive-Year Credit Agreement

JPMorgan Chase Bank, N.A. as Managing Administrative Agent






 









 








	 	 	 
	 

	 	SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11,
2005, TO THE FIVE-YEAR CREDIT AGREEMENT, DATED AS OF MAY 12,
2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE
FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING
ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS
ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION
AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES
INC., AS DOCUMENTATION AGENTS, AND THE LENDERS PARTY THERETO
	 
	 	 
	 

	 	NAME OF INSTITUTION:
	 
	 	 
	 

	 	KeyBank National Association, as a Lender






	 	 	 	 	 
	 

	 	By:
	 	/s/ Mary K. Young
	 

	 	 	 	 
	 

	 	 	 	Name: Mary K. Young
	 

	 	 	 	Title: Vice President






Signature Page to the First Amendment to the CountrywideFive-Year Credit Agreement

JPMorgan Chase Bank, N.A. as Managing Administrative Agent






 









 








	 	 	 
	 

	 	SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11,
2005, TO THE FIVE-YEAR CREDIT AGREEMENT, DATED AS OF MAY 12,
2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE
FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING
ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS
ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION
AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES
INC., AS DOCUMENTATION AGENTS, 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 CountrywideFive-Year Credit Agreement

JPMorgan Chase Bank, N.A. as Managing Administrative Agent





 









 








	 	 	 
	 

	 	SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11,
2005, TO THE FIVE-YEAR CREDIT AGREEMENT, DATED AS OF MAY 12,
2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE
FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING
ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS
ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION
AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES
INC., AS DOCUMENTATION AGENTS, 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 CountrywideFive-Year Credit Agreement

JPMorgan Chase Bank, N.A. as Managing Administrative Agent




 









 








	 	 	 
	 

	 	SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11,
2005, TO THE FIVE-YEAR CREDIT AGREEMENT, DATED AS OF MAY 12,
2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE
FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING
ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS
ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION
AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES
INC., AS DOCUMENTATION AGENTS, AND THE LENDERS PARTY THERETO
	 
	 	 
	 

	 	NAME OF INSTITUTION:
	 
	 	 
	 

	 	Union Bank of California, N.A., as a Lender






	 	 	 	 	 
	 

	 	By:
	 	/s/ Christine Davis
	 

	 	 	 	 
	 

	 	 	 	Name: Christine Davis
	 

	 	 	 	Title: Vice President






Signature Page to the First Amendment to the CountrywideFive-Year Credit Agreement

JPMorgan Chase Bank, N.A. as Managing Administrative Agent





 









 








	 	 	 
	 

	 	SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11,
2005, TO THE FIVE-YEAR CREDIT AGREEMENT, DATED AS OF MAY 12,
2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE
FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING
ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS
ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION
AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES
INC., AS DOCUMENTATION AGENTS, AND THE LENDERS PARTY THERETO
	 
	 	 
	 

	 	NAME OF INSTITUTION:
	 
	 	 
	 

	 	Norddeutsche Landesbank Girozentrale New York Branch and/or

Cayman Islands Branch, as a Lender






	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Stephen K. Hunter
	 	/s/ Aleksander Wolski
	 	 	 	 	 
	 

	 	 	 	Name: Stephen K. Hunter
	 	Aleksander Wolski

	 

	 	 	 	Title: SVP
	 	Assistant Vice President






Signature Page to the First Amendment to the CountrywideFive-Year Credit Agreement

JPMorgan Chase Bank, N.A. as Managing Administrative Agent




 









 








	 	 	 
	 

	 	SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11,
2005, TO THE FIVE-YEAR CREDIT AGREEMENT, DATED AS OF MAY 12,
2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE
FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING
ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS
ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION
AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES
INC., AS DOCUMENTATION AGENTS, 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 Lam
	 

	 	 	 	 
	 

	 	 	 	Name: Lillian Tung Lam
	 

	 	 	 	Title: Executive Director






Signature Page to the First Amendment to the CountrywideFive-Year Credit Agreement

JPMorgan Chase Bank, N.A. as Managing Administrative Agent