exv10w101



 







EXHIBIT
10.101




EXECUTION COPY




FIRST AMENDMENT

TO 364-DAY CREDIT AGREEMENT




     This FIRST AMENDMENT to the 364-DAY CREDIT AGREEMENT (this “Amendment”) is made and
dated as of May 11, 2005 by and among COUNTRYWIDE HOME LOANS, INC., a New York corporation
(“CHL”), COUNTRYWIDE FINANCIAL CORPORATION, a Delaware corporation (“CFC”), the
Lenders signing below, JPMORGAN CHASE BANK, N.A., as the Managing Administrative Agent for the
Lenders (in such capacity, the “Managing Administrative Agent”), and BANK OF AMERICA, N.A.,
as the Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”).



RECITALS




     A. Pursuant to that certain 364-Day Credit Agreement, dated as of May 12, 2004, by and among
CHL, CFC, the Lenders from time to time party thereto, the Managing Administrative Agent, the
Administrative Agent and the syndication agent and the documentation agents named therein (the
“Credit Agreement,” and with capitalized terms used herein and not otherwise defined used
with the meanings given such terms in 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. 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:




      “Commitment Termination Date” means May 10, 2006.




      “Term-Out Maturity Date” means, if so selected by CHL pursuant to Section
2.09(a), May 10, 2007.




      (b) Section 1.01 of the Credit Agreement is hereby amended by deleting the rows
entitled “ 3 A1 from Moody’s or 3 A+ from S&P” and “A2 from
Moody’s or A from S&P” in their entirety from the pricing grid contained in the definition
of “Applicable Rate” and substituting in lieu thereof the following:



 









 



2




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Utilization	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee Rate	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(Total Usage of	 	 	Utilization Fee Rate	 
	 	 	Federal Funds Rate	 	 	 	 	 	 	 	 	 	 	3 33.3% but	 	 	(Total Usage of	 
	Index Debt Rating	 	Spread	 	 	Eurodollar Spread	 	 	Facility Fee Rate	 	 	< 66.7%)	 	 	3 66.7%)	 
	3 A1 from
Moody’s or 3 A+
from S&P
	 	 	24.0	 	 	 	24.0	 	 	 	6.0	 	 	 	7.5	 	 	 	15.0	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A2 from Moody’s or A
from S&P
	 	 	28.0	 	 	 	28.0	 	 	 	7.0	 	 	 	7.5	 	 	 	15.0	 






     2. Amendment to Section 2.01(b). 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 $3,600,000,000
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. 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.)”.



     4. 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




 









 





3



Schedule 2.01 and Schedule 2.05 of the Credit Agreement shall be deemed amended accordingly.




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



	 	 	 
	JPMorgan Chase Bank, N.A.

	 	Managing Administrative Agent
	 
	 	 
	Bank of America, N.A.

	 	Administrative Agent
	 
	 	 
	Citicorp USA, Inc.

	 	Syndication Agent
	 
	 	 
	ABN AMRO Bank N.V. and
Deutsche Bank Securities Inc.

	 	Documentation Agents






     6. 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 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.



     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 CHL, CFC, 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.




 









 





4



     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) At and as of the date of execution hereof and both prior to and after giving effect to
this Amendment (i) the representations and warranties of CFC and CHL contained in the Credit
Agreement are accurate and complete in all respects; (ii) there has not occurred any Default or
Event of Default; and (iii) 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.




     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/ Eric Sieracki	 	 
	 

	 	 	 	 	 	 
	 	 	Name Eric Sieracki	 	 
	 	 	Title: Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	COUNTRYWIDE HOME LOANS, INC.,	 	 
	 	 	a New York corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Eric Sieracki	 	 
	 

	 	 	 	 	 	 
	 	 	Name Eric Sieracki	 	 
	 	 	Title: Chief Financial Officer	 	 






Signature Page to the First Amendment to the Countrywide 364-Day 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 364-Day 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 364-Day 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 364-DAY 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 364-Day 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 364-DAY 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 364-Day 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 364-DAY 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 364-Day 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 364-DAY 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: /s/ Paul Connolly	 	 
	 

	 	 	 	Title: Vice President	 	 






Signature Page to the First Amendment to the Countrywide 364-Day 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 364-DAY 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 364-Day 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 364-DAY 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:




LLOYDS TSB BANK PLC, as a Lender



	 	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ James M. Rudd	 	/s/ Michael J. Gilligan
	 	 	 	 	 
	 

	 	 	 	Name:
	 	James M. Rudd
	 	Michael J. Gilligan
	 

	 	 	 	Title:
	 	Vice President
	 	Director
	 

	 	 	 	 	 	Financial Institutions, USA
	 	Financial Institutions, USA
	 

	 	 	 	 	 	R091
	 	G311






Signature Page to the First Amendment to the Countrywide 364-Day 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 364-DAY 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 364-Day 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 364-DAY 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 364-Day 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 364-DAY 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:





ING BANK N.V., as a Lender

 	 
	 	By:  	/s/ C. Pattin
 	 
	 	 	Name:  	C. Pattin 	 
	 	 	Title:  	Director 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                                      /s/ Wendy Holliak
 	 
	 	 	Name:  	Wendy Holliak 	 
	 	 	Title:  	Manager/Associate 	 
	 



Signature Page to the First Amendment to the Countrywide 364-Day 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 364-DAY 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 364-Day 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 364-DAY 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 364-Day 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 364-DAY 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:
	 
	 	 	 	 	 	 
	 	 	UBS Loan Finance LLC, as a Lender
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Edward Creps
	 	 	 	 	 
	 

	 	 	 	Name:
	 	Edward Creps
	 

	 	 	 	Title:
	 	Director
	 

	 	 	 	 	 	Banking Products Services US
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Joselin Fernandes
	 	 	 	 	 
	 

	 	 	 	Name:
	 	Joselin Fernandes
	 

	 	 	 	Title:
	 	 Associate Director
	 

	 	 	 	 	 	Banking Products Services US






Signature Page to the First Amendment to the Countrywide 364-Day 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 364-DAY 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 364-Day 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 364-DAY 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 364-Day 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 364-DAY 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 364-Day 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 364-DAY 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 364-Day 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 364-DAY 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 Countrywide 364-Day 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 364-DAY 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 Countrywide 364-Day 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 364-DAY 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 Countrywide 364-Day 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 364-DAY 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 Countrywide 364-Day 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 364-DAY 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 Countrywide 364-Day 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 364-DAY 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 Countrywide 364-Day 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 364-DAY 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. Hunte
	 	r Aleksander Wolski
	 

	 	 	 	Title: SVP
	 	Assistant Vice President






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

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




 









 








ANNEX 1




Commitment Schedule




	 	 	 	 	 
	 	 	Commitment	 
	Continuing Lenders
	 	 	 	 
	JPMorgan Chase Bank, N.A.
	 	$	260,000,000.00	 
	Bank of America, N.A.
	 	$	240,000,000.00	 
	ABN Amro Bank N.V.
	 	$	200,000,000.00	 
	Deutsche Bank AG New York Branch
	 	$	140,000,000.00	 
	Citicorp USA, Inc.
	 	$	132,000,000.00	 
	Barclays Bank PLC
	 	$	120,000,000.00	 
	The Bank of New York
	 	$	130,000,000.00	 
	Wachovia Bank, National Association
	 	$	100,000,000.00	 
	BNP Paribas
	 	$	80,000,000.00	 
	Morgan Stanley
	 	$	80,000,000.00	 
	Goldman Sachs
	 	$	80,000,000.00	 
	Societe Generale, New York Branch
	 	$	80,000,000.00	 
	Royal Bank of Canada
	 	$	70,000,000.00	 
	Calyon New York Branch
	 	$	66,000,000.00	 
	HSBC Bank USA
	 	$	60,000,000.00	 
	Dresdner Bank AG, New York Branch
	 	$	40,000,000.00	 
	KeyBank National Association
	 	$	40,000,000.00	 
	Lehman Brothers Bank, FSB
	 	$	40,000,000.00	 
	The Royal Bank of Scotland PLC
	 	$	40,000,000.00	 
	Norddeutsche Landesbank Girozentrale New York and/or
Cayman Islands Branch
	 	$	22,000,000.00	 
	Union Bank of California, N.A.
	 	$	40,000,000.00	 
	WestLB AG, New York Branch
	 	$	20,000,000.00	 
	 
	 	 	 	 
	New Lenders
	 	 	 	 
	 
	 	 	 	 
	Lloyds Bank
	 	$	100,000,000.00	 
	UBS
	 	$	80,000,000.00	 
	ING Bank N.V.
	 	$	80,000,000.00	 
	 
	 	 	 	 
	TOTAL
	 	$	2,340,000,000.00	 






 









 






ANNEX 2




Swingline Commitment Schedule




	 	 	 	 	 
	Continuing Lenders	 	Swingline Commitment	 
	JPMorgan Chase Bank, N.A.
	 	$	260,000,000.00	 
	Bank of America, N.A.
	 	$	240,000,000.00	 
	ABN Amro Bank N.V.
	 	$	200,000,000.00	 
	Deutsche Bank AG New York Branch
	 	$	140,000,000.00	 
	Citicorp USA, Inc.
	 	$	132,000,000.00	 
	Barclays Bank PLC
	 	$	120,000,000.00	 
	The Bank of New York
	 	$	130,000,000.00	 
	Wachovia Bank, National Association
	 	$	100,000,000.00	 
	BNP Paribas
	 	$	80,000,000.00	 
	Morgan Stanley
	 	$	80,000,000.00	 
	Societe Generale, New York Branch
	 	$	80,000,000.00	 
	Royal Bank of Canada
	 	$	70,000,000.00	 
	KeyBank National Association
	 	$	40,000,000.00	 
	The Royal Bank of Scotland PLC
	 	$	40,000,000.00	 
	 
	 	 	 	 
	TOTAL
	 	$	1,712,000,000.00