exv10w1



 





EXHIBIT 10.1



COUNTRYWIDE FINANCIAL CORPORATION


Series A Floating Rate Convertible Debentures Due 2037

Series B Floating Rate Convertible Debentures Due 2037


Purchase Agreement



May 16, 2007




Lehman Brothers Inc.

745 Seventh Avenue

New York, NY 10019




Citigroup Global Markets Inc.

388 Greenwich Street

New York, NY 10013




Banc of America Securities LLC

9 W. 57th Street

New York, NY 10019




Ladies and Gentlemen:




     Countrywide Financial Corporation, a corporation organized under the laws of Delaware (the
“Company”), proposes to issue and sell to the several parties named in Schedule I hereto (the
“Initial Purchasers”), for whom you (the “Representatives”) are acting as representatives, an
aggregate principal amount of U.S.$2,000,000,000 Series A Floating Rate Convertible Debentures Due
2037 (the “Series A Debentures”) and an aggregate principal amount of U.S.$2,000,000,000 Series B
Floating Rate Convertible Debentures Due 2037 (the “Series B Debentures”) in each case, guaranteed
(the “Guarantees,” and, together with the Series A Debentures and Series B Debentures, the “Firm
Securities”)) by Countrywide Home Loans, Inc. (“CHL”). The Debentures are to be issued under an
indenture (the “Indenture”), to be dated as of the Closing Date, between the Company, CHL and The
Bank of New York, as trustee (the “Trustee”). The Company also proposes to grant to the Initial
Purchasers an option to purchase up to U.S.$300,000,000 additional principal amount of the Series A
Debentures and up to U.S.$300,000,000 additional principal amount of the Series B Debentures, if
any (the “Option Securities” and, together with the Firm Securities, the “Securities”). The
Securities are convertible into shares of Common Stock, par value U.S.$0.05 per share (the “Common
Stock”), of the Company at the conversion price set forth herein. The Securities will have the
benefit of a registration rights agreement (the “Registration Rights Agreement”), to be dated as of
the Closing Date, among the Company, CHL and the Initial Purchasers, pursuant to which the Company
will agree to register the Securities under the Act, subject to the terms and conditions therein
specified. To the extent there are no additional parties listed on Schedule I other than you, the
term Representatives as used herein shall mean you as the Initial Purchasers, and the terms
Representatives and Initial Purchasers shall mean either the singular or plural as the



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context requires. The use of the neuter in this Purchase Agreement (this “Agreement”) shall
include the feminine and masculine wherever appropriate. Certain terms used herein are defined in
Section 21 hereof.



     The sale of the Securities to the Initial Purchasers will be made without registration of the
Securities or the Common Stock issuable upon conversion thereof under the Act in reliance upon
exemptions from the registration requirements of the Act.



     In connection with the sale of the Securities, the Company has prepared a preliminary offering
memorandum, dated May 16, 2007 (as amended or supplemented at the date thereof, including any and
all exhibits thereto and any information incorporated by reference therein, the “Preliminary
Memorandum”), and a final offering memorandum, dated May 16, 2007 (as amended or supplemented at
the Execution Time, including any and all exhibits thereto and any information incorporated by
reference therein, the “Final Memorandum”). Each of the Preliminary Memorandum and the Final
Memorandum sets forth certain information concerning the Company, the Securities and the Common
Stock issuable upon conversion thereof. The Company hereby confirms that it has authorized the use
of the Disclosure Package (as defined herein), the Preliminary Memorandum and the Final Memorandum,
and any amendment or supplement thereto, in connection with the offer and sale of the Securities by
the Initial Purchasers. Unless stated to the contrary, any references herein to the terms “amend”,
“amendment” or “supplement” with respect to the Final Memorandum shall be deemed to refer to and
include any information filed under the Exchange Act subsequent to the Execution Time that is
incorporated by reference therein.



     1. Representations and Warranties. The Company represents and warrants to, and agrees
with, each Initial Purchaser as set forth below in this Section 1.



     (a) The Preliminary Memorandum, at the date thereof, did not contain any untrue statement of a
material fact or omit to state any material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading. At the Execution Time, on
the Closing Date and on any settlement date, the Final Memorandum did not and will not (and any
amendment or supplement thereto, at the date thereof, at the Closing Date and on any settlement
date, will not) contain any untrue statement of a material fact or omit to state any material fact
necessary to make the statements therein, in the light of the circumstances under which they were
made, not misleading; provided, however, that the Company makes no representation
or warranty as to the information contained in or omitted from the Preliminary Memorandum or the
Final Memorandum, or any amendment or supplement thereto, in reliance upon and in conformity with
information furnished in writing to the Company by or on behalf of the Initial Purchasers through
the Representatives expressly for inclusion therein.



     (b) The Disclosure Package, as of the Execution Time, does not contain any untrue statement of
a material fact or omit to state any material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading. The
preceding sentence does not apply to statements in or omissions from the Disclosure Package based
upon and in conformity with written information furnished to the Company by any Initial Purchaser
through the Representatives specifically for use therein.



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     (c) None of the Company, CHL or any person acting on its behalf (other than the Initial
Purchasers, as to whom no representations or warranties are made) has directly or indirectly, made
offers or sales of any security, or solicited offers to buy, any security under circumstances that
would require the registration of the Securities or the Common Stock issuable upon conversion
thereof under the Act.



     (d) None of the Company, CHL or any person acting on its or their behalf (other than the
Initial Purchasers as to whom no representations or warranties are made) has engaged in any form of
general solicitation or general advertising (within the meaning of Regulation D) in connection with
any offer or sale of the Securities.



     (e) The Securities satisfy the eligibility requirements of Rule 144A(d)(3) under the Act.



     (f) The Company has been advised by the NASD’s PORTAL Market that the Securities have been
designated PORTAL eligible securities in accordance with the rules and regulations of the NASD.



     (g) No registration under the Act of the Securities or the Common Stock issuable upon
conversion thereof is required for the offer and sale of the Securities to or by the Initial
Purchasers in the manner contemplated herein, in the Disclosure Package and the Final Memorandum
and is not necessary to qualify the Indenture under the Trust Indenture Act of 1939, as amended
(the “Trust Indenture Act”).



     (h) The Company is not, and after giving effect to the offering and sale of the Securities and
the application of the proceeds thereof as described in the Disclosure Package and the Final
Memorandum will not be, an “investment company” as defined in the Investment Company Act.



     (i) The Company is subject to and in full compliance with the reporting requirements of
Section 13 or Section 15(d) of the Exchange Act.



     (j) The Company has not paid or agreed to pay to any person any compensation for soliciting
another to purchase any securities of the Company (except as contemplated in this Agreement).



     (k) The Company has not taken, directly or indirectly, any action designed to or that has
constituted or that might reasonably be expected to cause or result, under the Exchange Act or
otherwise, in stabilization or manipulation of the price of any security of the Company to
facilitate the sale or resale of the Securities.



     (l) Neither the Company nor any of its subsidiaries is in violation of its corporate charter
or bylaws or in default under any agreement, indenture or instrument to which the Company or any of
its subsidiaries is a party, the effect of which violation or default would be material to the
Company and its subsidiaries considered as a whole; the execution, delivery and performance of this
Agreement, the Indenture and the Registration Rights Agreement, and consummation of the
transactions contemplated hereunder and thereunder will not conflict with, result in the creation
or imposition of any material lien, charge or encumbrance upon any of the



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assets of the Company or any of its subsidiaries pursuant to the terms of, or constitute a
material default under, any agreement, indenture or instrument, or result in a material violation
of the charter or by-laws of the Company or any order, rule or regulation of any court or
governmental agency having jurisdiction over the Company or any of its subsidiaries; and except as
required by applicable state securities laws, no consent, authorization or order of, or filing or
registration with, any court or governmental agency is required for the execution, delivery and
performance of this Agreement, the Indenture and the Registration Rights Agreement.



     (m) Since the respective dates as of which information is given in the Disclosure Package,
except as otherwise stated therein, (A) there has been no material adverse change, or event
reasonably likely to result in a material adverse change, in the condition, financial or otherwise,
or in the earnings or business affairs of the Company or any of its subsidiaries considered as one
enterprise, whether or not arising in the ordinary course of business (a “Material Adverse
Effect”), and (B) there have been no transactions entered into by the Company or any of its
subsidiaries, other than those in the ordinary course of business, which are material with respect
to the Company and its subsidiaries considered as one enterprise.



     (n) KPMG LLP, whose reports have been included in the Final Memorandum and Disclosure Package
and incorporated by reference or included in the Company’s Annual Report on Form 10-K for the
fiscal years ending December 31, 2004, December 31, 2005 and December 31, 2006, is an independent
registered public accounting firm as required by the Act and the regulations thereunder and was
independent with respect to the Company at the time it delivered such reports.



     (o) This Agreement has been duly authorized, executed and delivered by the Company.



     (p) (i) The Registration Rights Agreement has been duly authorized by the Company and at the
Closing Date will have been validly executed and delivered by the Company and, when so executed
(assuming the due authorization, execution and delivery of such instrument by each other party
thereto), will constitute the legally binding obligation of the Company, enforceable in accordance
with its terms, subject to bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent
conveyance, moratorium or other laws affecting creditors’ rights generally and general principles
of equity, (ii) the Indenture has been duly authorized by the Company and when duly executed and
delivered by the Company and the Trustee, will constitute the legally binding obligation of the
Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency,
reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other laws affecting
creditor’s rights generally and general principles of equity, (iii) the Securities have been duly
authorized and, when validly executed and delivered by the Company, authenticated in accordance
with the provisions of the Indenture and delivered to the Trustee against payment therefor in
accordance with the terms hereof, will constitute legally binding obligations of the Company
enforceable in accordance with their terms subject to bankruptcy, insolvency, reorganization,
fraudulent transfer, fraudulent conveyance, moratorium or other laws affecting creditors’ rights
generally and general principles of equity and the holders of the Securities will be entitled to
the benefits of the Indenture, and (iv) the Indenture, the Registration Rights Agreement and the
Securities conform, in each case in all material respects, to the descriptions thereof contained in
the Disclosure Package and the Final Memorandum.



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     (q) The Company and any Significant Subsidiary of the Company, as defined in Rule 405 of
Regulation C under the Act (individually, a “Subsidiary” and collectively, the “Subsidiaries”), has
been duly formed, is validly existing and in good standing under the laws of the jurisdiction in
which it is chartered or organized, is duly qualified to do business and is in good standing as a
foreign corporation in each jurisdiction in which its ownership of property or the conduct of its
business requires such qualification (except where the failure to be so qualified would not result
in a Material Adverse Effect), and has power and authority necessary to own or hold its property
and to conduct the business in which it is engaged.



     (r) All of the outstanding shares of capital stock of each Subsidiary have been duly
authorized and validly issued and are fully paid and nonassessable, and all outstanding shares of
capital stock of the Subsidiaries are owned by the Company, directly or through subsidiaries, free
and clear of any perfected security interest, other security interests, claims, liens or
encumbrances, except in those cases where, singly or in the aggregate, such exception(s) would not
have a Material Adverse Effect. None of the outstanding shares of capital stock of any Subsidiary
was issued in violation of the preemptive or similar rights of any securityholder of such
Subsidiary.



     (s) Except as disclosed in the Disclosure Package and the Final Memorandum, there is no
action, suit, proceeding, inquiry or known investigation before or brought by any court or
governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company,
threatened, against or affecting the Company or any of its subsidiaries, which, singly or in the
aggregate, would reasonably be expected to result in a Material Adverse Effect, or which would
reasonably be expected to materially and adversely affect the properties or assets thereof or the
consummation of the transactions contemplated in this Agreement or the performance by the Company
of its obligations hereunder.



     (t) All of the descriptions of contracts or other documents contained or incorporated by
reference in the Disclosure Package and the Final Memorandum are accurate and complete descriptions
in all material respects of such contracts or other documents.



     (u) No labor dispute with the employees of the Company or any of their respective subsidiaries
exists or, to the knowledge of the Company, is imminent which would reasonably be expected to have
a Material Adverse Effect.



     (v) The Company and its subsidiaries own or possess the intellectual property necessary to
carry on the business now operated by them, and the Company has not nor, to the best of its
knowledge, any of its subsidiaries has received any notice or is otherwise aware of any
infringement of or conflict with asserted rights of others with respect to any such intellectual
property or of any facts or circumstances which would render any such intellectual property invalid
or inadequate to protect the interest of the Company or any of its subsidiaries therein, and which
infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or
invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect.



     (w) The financial statements included or incorporated, or deemed to be incorporated by
reference in the Disclosure Package and the Final Memorandum, together with the related schedules
and notes, present fairly, or (in the case of any amendment or supplement to



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any such document, or any material incorporated by reference in any such document, filed with
the Commission after the date as of which this representation is being made) will present fairly,
at all times prior to the termination of the offering of the Securities, the financial condition
and results of operations of the Company, at the dates and for the periods indicated, and have
been, and (in the case of any amendment or supplement to any such document, or any material
incorporated by reference in any such document, filed with the Commission after the date as of
which this representation is being made) will be at all times prior to the termination of the
offering of the Securities, prepared in conformity with United States generally accepted accounting
principles applied on a consistent basis throughout the periods involved, except as stated therein;
and the summarized financial information of the Company included or incorporated by reference in
the Disclosure Package and the Final Memorandum presents fairly the information shown therein. and
have been compiled on a basis consistent in all material respects with that of the audited
financial statements included or incorporated by reference or deemed to be incorporated by
reference in the Disclosure Package and the Final Memorandum and have been compiled on a basis
consistent in all material respects with that of the audited financial statements included or
incorporated by reference or deemed to be incorporated by reference in the Disclosure Package and
the Final Memorandum. All disclosures contained in the Disclosure Package and the Final Memorandum
regarding “non-GAAP financial measures” (as such term is defined in the regulations under the Act)
comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K of the regulations
under the Act, to the extent applicable.



     (x) The term “Disclosure Package” shall mean (A) the Preliminary Memorandum, as amended or
supplemented at the Execution Time, (B) the final term sheet prepared pursuant to Section 5(s)
hereto and in the form attached as Schedule II hereto, (C) any Issuer Written Information, and (D)
any other information that the Company and the Representatives agree to treat as part of the
Disclosure Package. As of 8:00 A.M., Eastern Standard Time, on May 17, 2007 (the “Applicable
Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to
state any material fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading. The preceding sentence does not apply to
statements in or omissions from the Disclosure Package made in reliance upon and in conformity with
information furnished to the Company in writing by the Representatives expressly for use therein.



     (y) The documents incorporated by reference or deemed to be incorporated by reference in the
Disclosure Package and the Final Memorandum (the “Incorporated Documents”) have been, and (in the
case of any amendment or supplement to any such document, or any material incorporated by reference
in any such document, filed with the Commission after the date as of which this representation is
being made) will be at all times prior to the termination of the offering of the Securities,
prepared in all material respects in conformity with the applicable requirements of the Act and
Exchange Act and such documents have been, or (in the case of any amendment or supplement to any
such document, or any material incorporated by reference in any such document, filed with the
Commission after the date as of which this representation is being made) will be at all times prior
to the termination of the offering of the Securities, timely filed as required thereby. The
Incorporated Documents do not contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements therein not
misleading.



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     (z) The Company and its subsidiaries possess such permits, licenses, approvals, consents and
other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal,
state, local or foreign regulatory agencies or bodies necessary to conduct the business now
operated by them; the Company and its subsidiaries are in compliance with the terms and conditions
of all such Governmental Licenses, except in any such case where the failure to so possess or to
comply would not, singly or in the aggregate, have a Material Adverse Effect; all of the
Governmental Licenses are valid and in full force and effect, except where the invalidity of such
Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect
would not have a Material Adverse Effect; and neither the Company, nor any of its subsidiaries has
received any notice of proceedings relating to the revocation or modification of any such
Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision,
ruling or finding, would result in a Material Adverse Effect.



     (aa) No filing with, or authorization, approval, consent, license, order, registration,
qualification or decree of, any court or governmental authority or agency is necessary or required
for the performance by the Company of its obligations hereunder and under the Indenture in
connection with the offering, issuance or sale of the Securities hereunder, or the consummation of
the transactions contemplated by this Agreement, or for the due execution, delivery or performance
by the Company of this Agreement, except such as have been already obtained or as may be required
under state securities laws.



     (bb) The Company and each subsidiary of the Company has complied, and will comply, with the
provisions of Florida H.B. 1771, codified as Section 517.075 of the Florida Statutes, 1987, as
amended, and all regulations promulgated thereunder relating to issuers doing business in Cuba.



     (cc) The Company and its subsidiaries have good and marketable title to all real property
owned by the Company and its subsidiaries and good title to all other properties owned by them, in
each case, free and clear of all mortgages, pledges, liens, security interests, claims,
restrictions or encumbrances of any kind except such as (1) are described in the Disclosure Package
and the Final Memorandum or (2) would not, singly or in the aggregate, result in a Material Adverse
Effect; and all of the leases and subleases material to the business of the Company and its
subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries
holds properties described in the Disclosure Package and the Final Memorandum, are in full force
and effect, and neither the Company nor any subsidiary has any notice of any material claim of any
sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under
any of the leases or subleases mentioned above, or affecting or questioning the rights of the
Company or such subsidiary to the continued possession of the leased or subleased premises under
any such lease or sublease.



     (dd) The Company has established and maintains internal control over financial reporting (as
such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act) that (1) provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles and
(2) have been evaluated by the management of the Company (including the Company’s Chief Executive
Officer and Chief Financial Officer) for effectiveness as of the end of the Company’s most recent
fiscal year. In addition, not later than the date of the filing with



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the Commission of the Company’s Annual Report on Form 10-K for the year ended December 31,
2006, each of the accountants and the audit committee of the board of directors of the Company had
been advised of (A) all significant deficiencies and material weaknesses in the design or operation
of internal control over financial reporting which are reasonably likely to adversely affect the
Company’s ability to record, process, summarize and report financial information and (B) any fraud,
whether or not material, that involves management or other employees who have a significant role in
the Company’s internal control over financial reporting.



     (ee) The statements made in the Preliminary Memorandum and the Final Memorandum under the
headings “Certain U.S. Federal Income Tax Considerations,” “ERISA Considerations,” “Description of
Securities”, “Description of Common Stock” and “Description of Registration Rights Agreement,”
insofar as such statements constitute a summary of matters of law or legal conclusions, and based
on the assumptions and subject to the qualifications and limitations set forth therein, are
accurate summaries of the matters discussed therein in all material respects.



     (ff) Prior to the date hereof, the Company has furnished to the Representatives letters, each
substantially in the form of Exhibit A hereto, duly executed by its Chairman of the Board and Chief
Executive Officer and President and Chief Operating Officer and addressed to the Representatives.


Any certificate signed by any officer of the Company and delivered to the Representatives or
counsel for the Initial Purchasers in connection with the offering of the Securities shall be
deemed a representation and warranty by the Company, as to matters covered thereby, to each Initial
Purchaser.




     2. Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon
the representations and warranties herein set forth, the Company agrees to sell to each Initial
Purchaser, and each Initial Purchaser agrees, severally and not jointly, to purchase from the
Company, at a purchase price of 99.0% of the principal amount thereof, the principal amount of
Series A Debentures and at a purchase price of 99.0% of the principal amount thereof, the principal
amount of Series B Debentures, in each case set forth opposite such Initial Purchaser’s name in
Schedule I hereto (or such principal amount increased as set forth in Section 9 hereof).



     (b) Subject to the terms and conditions and in reliance upon the representations and
warranties herein set forth, the Company hereby grants an option to the several Initial Purchasers
to purchase, severally and not jointly, the Option Securities at the same purchase price as Initial
Purchasers shall pay for the Firm Securities, plus accrued interest, if any, from the Closing Date
to the settlement date for the Option Securities. The option may be exercised in whole or in part
at any time (but not more than once) on or before the 13th calendar day after the Closing Date upon
written or telegraphic notice by the Representatives to the Company setting forth the principal
amount of Option Securities as to which the several Initial Purchasers are exercising the option
and the settlement date. Notwithstanding the foregoing, the settlement date for the Option
Securities must be within the thirteen-calendar day period beginning on and including the Closing
Date. Delivery of the Option Securities, and payment therefor, shall be made as provided in
Section 3 hereof. The principal amount of Option Securities to be



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purchased by each Initial Purchaser shall be the same percentage of the total principal amount
of Option Securities to be purchased by the several Initial Purchasers as such Initial Purchaser is
purchasing of the Firm Securities, subject to such adjustments as you in your reasonable discretion
shall make to eliminate any fractional Securities.



     3. Delivery and Payment. (a) Delivery of and payment for the Firm Securities and the
Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on
or before the first Business Day immediately preceding the Closing Date) shall be made at 10:00
A.M., New York City time, on May 22, 2007, or at such time on such later date not more than three
Business Days after the foregoing date as the Representatives shall designate, which date and time
may be postponed by agreement between the Representatives and the Company or as provided in Section
9 hereof (such date and time of delivery and payment for the Securities being herein called the
“Closing Date”). Delivery of the Securities shall be made to the Representatives for the
respective accounts of the several Initial Purchasers against payment by the several Initial
Purchasers through the Representatives of the purchase price thereof to or upon the order of the
Company by wire transfer payable in same-day funds to the account specified by the Company.
Delivery of the Securities shall be made through the facilities of The Depository Trust Company
unless the Representatives shall otherwise instruct. Certificates for such Securities shall be
registered in such names and in such denominations as Lehman Brothers Inc. (“Lehman”) may request
not less than two Business Days in advance of the Closing Date. The Company agrees to have the
Securities available for inspection, checking and packaging by the Representatives in New York, New
York, not later than 1:00 PM on the Business Day prior to the Closing Date.



     (b) If the option provided for in Section 2(b) hereof is exercised after the first Business
Day immediately preceding the Closing Date, the Company will deliver the Option Securities (at the
expense of the Company) to the Representatives on the date specified by the Representatives (which
shall be within three Business Days after exercise of said option) for the respective accounts of
the several Initial Purchasers, against payment by the several Initial Purchasers through the
Representatives of the purchase price thereof to or upon the order of the Company by wire transfer
payable in same-day funds to the account specified by the Company. If settlement for the Option
Securities occurs after the Closing Date, the Company will deliver to the Representatives on the
settlement date for the Option Securities, and the obligation of the Initial Purchasers to purchase
the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and
letters confirming as of such date the opinions, certificates and letters delivered on the Closing
Date pursuant to Section 6 hereof.



     4. Offering by Initial Purchasers.



     (a) Each Initial Purchaser acknowledges that the Securities and the Common Stock issuable upon
conversion thereof have not been and will not be registered under the Act and may not be offered or
sold within the United States except pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the Act.



     (b) Each Initial Purchaser, severally and not jointly, represents and warrants to and agrees
with the Company that:



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     (i) it has not offered or sold, and will not offer or sell, any Securities
within the United States as part of their distribution at any time except to those
it reasonably believes to be “qualified institutional buyers” (as defined in Rule
144A under the Act);




     (ii) neither it nor any person acting on its behalf has made or will make
offers or sales of the Securities in the United States by means of any form of
general solicitation or general advertising (within the meaning of Regulation D) in
the United States;




     (iii) in connection with each sale, it has taken or will take reasonable steps
to ensure that the purchaser of such Securities is aware that such sale may be made
in reliance on Rule 144A;




     (iv) it is an “accredited investor” (as defined in Rule 501(a) of Regulation
D); and




     (v) it has only communicated or caused to be communicated and will only
communicate or cause to be communicated any invitation or inducement to engage in
investment activity (within the meaning of Section 21 of the Financial Services and
Markets Act 2000 (the “FSMA”)) received by it in connection with the issue or sale
of any Securities, in circumstances in which Section 21(1) of the FSMA does not
apply to the Company.



     5. Agreements. The Company agrees with each Initial Purchaser that:



     (a) The Company will furnish to each Initial Purchaser and to counsel for the Initial
Purchasers, without charge, during the period referred to in Section 5(c) below, as many copies of
the materials contained in the Disclosure Package and the Final Memorandum and any amendments and
supplements thereto as they may reasonably request.



     (b) The Company will not amend or supplement the Disclosure Package or the Final Memorandum,
other than by filing documents under the Exchange Act that are incorporated by reference therein,
without the prior written consent of the Representatives. The Company will promptly advise the
Representatives when any document filed under the Exchange Act that is incorporated by reference in
the Disclosure Package or the Final Memorandum shall have been filed with the Commission and the
Representatives shall be deemed to have been advised upon filing.



     (c) If at any time prior to the completion of the sale of the Securities by the Initial
Purchasers (as determined by the Representatives), any event occurs as a result of which the
Disclosure Package or the Final Memorandum, as then amended or supplemented, would include any
untrue statement of a material fact or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were made or the
circumstances then prevailing, not misleading, or if it should be necessary to amend or supplement
the Disclosure Package or the Final Memorandum to comply with applicable law, the Company will
promptly (i) notify the Representatives of any such event; (ii) subject to the requirements of
Section 5(b), prepare an amendment or supplement that will correct such



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statement or omission or effect such compliance; and (iii) supply any supplemented or amended
Disclosure Package or Final Memorandum to the several Initial Purchasers and counsel for the
Initial Purchasers without charge in such quantities as they may reasonably request.



     (d) Without the prior written consent of the Representatives, the Company has not given and
will not give to any prospective purchaser of the Securities any written information concerning the
offering of the Securities other than materials contained in the Disclosure Package, the Final
Memorandum or any other offering materials prepared by or with the prior written consent of the
Representatives.



     (e) The Company will arrange, if necessary, for the qualification of the Securities for sale
by the Initial Purchasers under the laws of such jurisdictions as the Representatives may designate
and will maintain such qualifications in effect so long as required for the sale of the Securities;
provided that in no event shall the Company be obligated to qualify to do business in any
jurisdiction where it is not now so qualified or to take any action that would subject it to
service of process in suits, other than those arising out of the offering or sale of the
Securities, in any jurisdiction where it is not now so subject. The Company will promptly advise
the Representatives of the receipt by the Company of any notification with respect to the
suspension of the qualification of the Securities for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose.



     (f) The Company will not, and will not permit any of its Affiliates to, resell any Securities
or Shares of Common Stock issued upon conversion thereof that have been acquired by any of them.



     (g) None of the Company, its Affiliates, or any person acting on its or their behalf will,
directly or indirectly, make offers or sales of any security, or solicit offers to buy any
security, under circumstances that would require the registration of the Securities or Common Stock
issuable upon conversion thereof under the Act.



     (h) Any information provided by the Company, its Affiliates or any person acting on its or
their behalf to publishers of publicly available databases about the terms of the Securities shall
include a statement that the Securities have not been registered under the Act and are subject to
restrictions under Rule 144A under the Act.



     (i) None of the Company or any person acting on its behalf will engage in any form of general
solicitation or general advertising (within the meaning of Regulation D) in connection with any
offer or sale of the Securities in the United States.



     (j) For so long as any of the Securities or the Common Stock issuable upon the conversion
thereof are “restricted securities” within the meaning of Rule 144(a)(3) under the Act, the Company
will, during any period in which it is not subject to and in compliance with Section 13 or 15(d) of
the Exchange Act, provide to each holder of such restricted securities and to each prospective
purchaser (as designated by such holder) of such restricted securities, upon the request of such
holder or prospective purchaser, any information required to be provided by Rule 144A(d)(4) under
the Act. This covenant is intended to be for the benefit of the holders, and the



11









 







prospective purchasers designated by such holders, from time to time of such restricted
securities.



     (k) The Company will cooperate with the Representatives and use its best efforts to permit the
Securities to be eligible for clearance and settlement through The Depository Trust Company and
eligible for trading on the PORTAL Market.



     (l) The Company will reserve and keep available at all times, free of pre-emptive rights, the
full number of shares of Common Stock issuable upon conversion of the Securities.



     (m) Each of the Securities and the shares of Common Stock issuable upon conversion thereof
will bear, to the extent applicable, the legend contained in “Transfer Restrictions” in the
Preliminary Memorandum and the Final Memorandum for the time period and upon the other terms stated
therein.



     (n) The Company will not for a period of 90 days following the Execution Time, without the
prior written consent of the Initial Purchasers, directly or indirectly, offer, sell, contract to
sell, pledge, otherwise dispose of, enter into any transaction which is designed to, or might
reasonably be expected to, result in the disposition (whether by actual disposition or effective
economic disposition due to cash settlement or otherwise) by the Company or any Affiliate of the
Company or any person in privity with the Company or any Affiliate of the Company of, file (or
participate in the filing of) a registration statement with the Commission in respect of, or
establish or increase a put equivalent position or liquidate or decrease a call equivalent position
within the meaning of Section 16 of the Exchange Act in respect of, any shares of Common Stock of
the Company or any securities convertible into, or exercisable or exchangeable for, shares of
Common Stock of the Company (other than the Securities), or publicly announce an intention to
effect any such transaction; provided, however, that the Company may issue and sell
Common Stock or securities convertible into or exchangeable for Common Stock pursuant to any
employee stock option plan (including any related employee exercises thereunder), any stock
ownership plan or dividend reinvestment or other retirement plan of the Company described in the
Disclosure Package and the Final Memorandum and in effect at the Execution Time or any hedging or
other settlement transactions by or on behalf of the Company taken in connection with any stock
repurchase program (including any accelerated stock repurchase program), and the Company may issue
Common Stock issuable upon the conversion of securities or the exercise of warrants outstanding at
the Execution Time and described in the Disclosure Package and the Final Memorandum.



     (o) The Company will not take, directly or indirectly, any action designed to or that has
constituted, or that might reasonably be expected to cause or result, under the Exchange Act or
otherwise, in stabilization or manipulation of the price of any security of the Company to
facilitate the sale or resale of the Securities.



     (p) Between the date hereof and the Closing Date, the Company will not do or authorize any act
or thing that would result in an adjustment of the conversion price of the Securities.



12









 





     (q) The Company will, for a period of twelve months following the Execution Time, furnish to
the Representatives (i) all reports or other communications (financial or other) generally made
available to stockholders, and deliver such reports and communications to the Representatives as
soon as they are available, unless such documents are furnished to or filed with the Commission or
any securities exchange on which any class of securities of the Company is listed and generally
made available to the public and (ii) such additional information concerning the business and
financial condition of the Company as the Representatives may from time to time reasonably request
(such statements to be on a consolidated basis to the extent the accounts of the Company and its
subsidiaries are consolidated in reports furnished to stockholders).



     (r) The Company will comply with all applicable securities and other laws, rules and
regulations, including, without limitation, the Sarbanes-Oxley Act, and use its best efforts to
cause the Company’s directors and officers, in their capacities as such, to comply with such laws,
rules and regulations, including, without limitation, the provisions of the Sarbanes-Oxley Act.



     (s) The Company will prepare a final term sheet, containing solely a description of the
Securities and the offering thereof, in the form approved by you and attached as Schedule II
hereto.



     (t) The Company agrees to pay the costs and expenses relating to the following matters: (i)
the preparation of the Indenture and the Registration Rights Agreement, the issuance of the
Securities, the fees of the Trustee and the issuance of the Common Stock upon conversion of the
Securities; (ii) the preparation, printing or reproduction of the materials contained in the
Disclosure Package and the Final Memorandum and each amendment or supplement to either of them;
(iii) the printing (or reproduction) and delivery (including postage, air freight charges and
charges for counting and packaging) of such copies of the materials contained in the Disclosure
Package and the Final Memorandum, and all amendments or supplements to either of them, as may, in
each case, be reasonably requested for use in connection with the offering and sale of the
Securities; (iv) the preparation, printing, authentication, issuance and delivery of the
Securities; (v) any stamp or transfer taxes in connection with the original issuance and sale of
the Securities; (vi) the printing (or reproduction) and delivery of this Agreement, any blue sky
memorandum and all other agreements or documents printed (or reproduced) and delivered in
connection with the offering of the Securities, including the listing of Common Stock on the New
York Stock Exchange; (vii) any registration or qualification of the Securities for offer and sale
under the securities or blue sky laws of the several states and any other jurisdictions specified
pursuant to Section 5(e) (including filing fees and the reasonable fees and expenses of counsel for
the Initial Purchasers relating to such registration and qualification); (viii) admitting the
Securities for trading in the PORTAL Market; (ix) the transportation and other expenses incurred by
or on behalf of Company representatives in connection with presentations to prospective purchasers
of the Securities; (x) the fees and expenses of the Company’s accountants and the fees and expenses
of counsel (including local and special counsel) for the Company; and (xi) all other costs and
expenses incident to the performance by the Company of its obligations hereunder.



     (u) The Company hereby agrees that none of the Initial Purchasers shall be deemed to be an
“Acquiring Person” within the meaning of the Amended and Restated Rights



13









 







Agreement, dated November 27, 2001, as amended, by virtue of the transactions contemplated by
this Agreement.



     6. Conditions to the Obligations of the Initial Purchasers. The obligations of the
Initial Purchasers to purchase the Firm Securities and the Option Securities, as the case may be,
shall be subject to the accuracy of the representations and warranties of the Company contained
herein at the Execution Time, the Closing Date and any settlement date pursuant to Section 3
hereof, to the accuracy of the statements of the Company made in any certificates pursuant to the
provisions hereof, to the performance by the Company of its obligations hereunder and to the
following additional conditions:



     (a) The Company shall have requested and caused Munger, Tolles & Olson LLP, counsel to the
Company, to furnish its opinion, substantially in the form attached hereto as Exhibit B, dated the
Closing Date and addressed to the Representatives, with such additional qualifications and
exceptions as shall be acceptable to the Representatives and their counsel.



     (b) The Company shall have requested and caused Davis Polk & Wardwell, counsel to the Company,
to furnish its opinion, substantially in the form attached hereto as Exhibit C, dated the Closing
Date and addressed to the Representatives, with such additional qualifications and exceptions as
shall be acceptable to the Representatives and their counsel.



     (c) The Company shall have furnished an opinion, dated the Closing Date and addressed to the
Representatives, of Susan E. Bow Esq., General Counsel, Corporate and Securities of the Company,
substantially in the form attached hereto as Exhibit D with such additional qualifications and
exceptions as shall be acceptable to the Representatives and their counsel.



     (d) The Representatives shall have received from Sidley Austin LLP, counsel for the Initial
Purchasers, such opinion or opinions, dated the Closing Date and addressed to the Representatives,
with respect to the issuance and sale of the Securities, the Indenture, the Registration Rights
Agreement, the Disclosure Package, the Final Memorandum (as amended or supplemented at the Closing
Date) and other related matters as the Representatives may reasonably require, and the Company
shall have furnished to such counsel such documents as they request for the purpose of enabling
them to pass upon such matters.



     (e) The Company shall have furnished to the Representatives a certificate of the Company,
dated the Closing Date and signed by the Chairman of the Board of Directors, a Vice Chairman of the
Board of Directors, the President, any Executive Managing Director or any Senior Managing Director
and by the Chief Financial Officer, Treasurer or an Assistant Treasurer, Cash Manager of the
Company, to the effect that the signers of such certificate have carefully examined this Agreement
and that:




     (i) the representations and warranties of the Company, as the case may be, in
this Agreement are true and correct in all material respects on and as of the
Closing Date with the same effect as if made on the Closing Date, and the Company
has complied with all the agreements and satisfied all the conditions on



14









 







its part to be performed or satisfied by it hereunder at or prior to the
Closing Date; and




     (ii) in the case of the certificate to be provided in respect of the Company,
since the date of the most recent financial statements included or incorporated in
the Disclosure Package, there has been no Material Adverse Effect.



     (f) At the time of the execution of this Agreement, the Representatives shall have received
from KPMG LLP a letter dated such date, in form and substance satisfactory to the Representatives,
containing statements and information of the type ordinarily included in accountants’ “comfort
letters” to underwriters with respect to the financial statements and certain financial information
contained or incorporated by reference in the Disclosure Package and the Final Memorandum.



     (g) At the Closing Date, the Representatives shall have received from KPMG LLP a letter, dated
as of the Closing Date, to the effect that they reaffirm the statements made in their letter
furnished pursuant to Section 6(f), except that the specified date referred to shall be a date not
more than three business days prior to the Closing Date.



     (h) Subsequent to the respective dates as of which information is given in the Disclosure
Package and the Final Memorandum there shall not have been (i) any change in the capital stock or
long and intermediate term debt of the Company and its subsidiaries taken as a whole or decrease in
shareholders’ equity or consolidated net assets specified in the letter or letters referred to in
subsections (f) and (g) of this Section 6, or (ii) any change, or any development involving a
prospective change, in or affecting the business or properties of the Company and its subsidiaries
the effect of which, in any case referred to in clause (i) or (ii) above, is, in the judgment of
the Representatives, so material and adverse as to make it impractical or inadvisable to proceed
with the offering of the Securities as contemplated by this Agreement.



     (i) The Securities shall have been designated as PORTAL eligible securities in accordance with
the rules and regulations of the NASD and the Securities shall be eligible for clearance and
settlement through The Depository Trust Company.



     (j) Subsequent to the Execution Time, there shall not have been any decrease in the rating of
any of the Company’s debt securities by any “nationally recognized statistical rating organization”
(as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or
potential decrease in any such rating or of a possible change in any such rating that does not
indicate the direction of the possible change.



     (k) Prior to the Execution Time, the Company shall have furnished to the Representatives a
letter substantially in the form of Exhibit A hereto from Chairman of the Board and Chief Executive
Officer and President and Chief Operating Officer and addressed to the Representatives.



15









 





     (l) The Company shall have caused the shares of Common Stock initially issuable upon
conversion of the Securities to be approved for listing, subject to notice of issuance, on the New
York Stock Exchange.



     (m) Prior to the Closing Date, the Company shall have furnished to the Representatives such
further information, certificates and documents as the Representatives may reasonably request.



     If any of the conditions specified in this Section 6 shall not have been fulfilled when and as
provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere
in this Agreement shall not be reasonably satisfactory in form and substance to the Representatives
and counsel for the Initial Purchasers, this Agreement and all obligations of the Initial
Purchasers hereunder may be cancelled at, or at any time prior to, the Closing Date by the
Representatives. Notice of such cancellation shall be given to the Company in writing or by
telephone or facsimile confirmed in writing.



     The documents required to be delivered by this Section 6 will be delivered at the office of
counsel for the Initial Purchasers, at the offices of Sidley Austin LLP, 787 Seventh Avenue, New
York, New York 10019, on the Closing Date.



     7. Reimbursement of Expenses. If the sale of the Securities provided for herein is
not consummated because any condition to the obligations of the Initial Purchasers set forth in
Section 6 hereof is not satisfied, because of any termination pursuant to Section 10 hereof or
because of any refusal, inability or failure on the part of the Company to perform any agreement
herein or comply with any provision hereof other than by reason of a default by any of the Initial
Purchasers, the Company will reimburse the Initial Purchasers severally through Lehman on demand
for all expenses (including reasonable fees and disbursements of counsel) that shall have been
incurred by them in connection with the proposed purchase and sale of the Securities.



     8. Indemnification and Contribution. (a) The Company and CHL, jointly and severally,
agree to indemnify and hold harmless each Initial Purchaser, the directors, officers, employees and
agents of each Initial Purchaser and each person who controls any Initial Purchaser within the
meaning of either the Act or the Exchange Act against any and all losses, claims, damages or
liabilities, joint or several, to which they or any of them may become subject under the Act, the
Exchange Act or other U.S. federal or state statutory law or regulation, at common law or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue statement of a material fact
contained in the Preliminary Memorandum, the Disclosure Package, the Final Memorandum, any Issuer
Written Information or any other written information used by or on behalf of the Company and CHL in
connection with the offer or sale of the Securities, or in any amendment or supplement thereto or
arise out of or are based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, and agrees to reimburse each such
indemnified party, as incurred, for any legal or other expenses reasonably incurred by it in
connection with investigating or defending any such loss, claim, damage, liability or action;
provided, however, that the Company and CHL will not be liable in any such case to
the extent that any such loss, claim, damage or liability arises out of



16









 







or is based upon any such untrue statement or alleged untrue statement or omission or alleged
omission made in the Preliminary Memorandum, the Disclosure Package, the Final Memorandum, or in
any amendment thereof or supplement thereto, in reliance upon and in conformity with written
information furnished to the Company and CHL by or on behalf of any Initial Purchaser through the
Representatives expressly for inclusion therein. This indemnity agreement will be in addition to
any liability that the Company and CHL may otherwise have.



     (b) Each Initial Purchaser severally, and not jointly, agrees to indemnify and hold harmless
the Company and CHL and each of their directors, each of their officers, and each person who
controls the Company and CHL within the meaning of either the Act or the Exchange Act, to the same
extent as the foregoing indemnity to each Initial Purchaser, but only with reference to written
information relating to such Initial Purchaser furnished to the Company and CHL by or on behalf of
such Initial Purchaser through the Representatives expressly for inclusion in the Preliminary
Memorandum, the Disclosure Package, the Final Memorandum or in any amendment or supplement thereto.
This indemnity agreement will be in addition to any liability that any Initial Purchaser may
otherwise have.



     (c) Promptly after receipt by an indemnified party under this Section 8 of notice of the
commencement of any action, such indemnified party will, if a claim in respect thereof is to be
made against the indemnifying party under this Section 8, notify the indemnifying party in writing
of the commencement thereof; but the failure so to notify the indemnifying party (i) will not
relieve it from liability under paragraph (a) or (b) above except and to the extent of any
prejudice to such indemnifying party arising from such failure to provide notice and (ii) will not,
in any event, relieve the indemnifying party from any obligations to any indemnified party other
than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party
shall be entitled to appoint counsel (including local counsel) of the indemnifying party’s choice
at the indemnifying party’s expense to represent the indemnified party in any action for which
indemnification is sought (in which case the indemnifying party shall not thereafter be responsible
for the fees and expenses of any separate counsel, other than local counsel if not appointed by the
indemnifying party, retained by the indemnified party or parties except as set forth below);
provided, however, that such counsel shall be satisfactory to the indemnified
party. Notwithstanding the indemnifying party’s election to appoint counsel (including local
counsel) to represent the indemnified party in an action, the indemnified party shall have the
right to employ separate counsel (including local counsel), and the indemnifying party shall bear
the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen
by the indemnifying party to represent the indemnified party would present such counsel with a
conflict of interest; (ii) the actual or potential defendants in, or targets of, any such action
include both the indemnified party and the indemnifying party and the indemnified party shall have
reasonably concluded that there may be legal defenses available to it and/or other indemnified
parties that are different from or additional to those available to the indemnifying party; (iii)
the indemnifying party shall not have employed counsel satisfactory to the indemnified party to
represent the indemnified party within a reasonable time after notice of the institution of such
action; or (iv) the indemnifying party shall authorize the indemnified party to employ separate
counsel at the expense of the indemnifying party; provided, that the indemnifying party
shall not be required to bear the fees, costs and expenses of more than one separate counsel
approved by the Initial Purchasers in the case of paragraph (a) of this Section 8, representing the
indemnified parties under such paragraph (a) who are parties to such action. An indemnifying party
will not,



17









 







without the prior written consent of the indemnified parties, settle or compromise or consent
to the entry of any judgment with respect to any pending or threatened claim, action, suit or
proceeding in respect of which indemnification or contribution may be sought hereunder (whether or
not the indemnified parties are actual or potential parties to such claim or action) unless such
settlement, compromise or consent includes an unconditional release of each indemnified party from
all liability arising out of such claim, action, suit or proceeding.



     (d) In the event that the indemnity provided in paragraph (a) or (b) of this Section 8 is
unavailable to or insufficient to hold harmless an indemnified party for any reason, the Company
and the Initial Purchasers severally agree to contribute to the aggregate losses, claims, damages
and liabilities (including legal or other expenses reasonably incurred in connection with
investigating or defending any loss, claim, damage, liability or action) (collectively “Losses”) to
which the Company and one or more of the Initial Purchasers may be subject in such proportion as is
appropriate to reflect the relative benefits received by the Company on the one hand and by the
Initial Purchasers on the other from the offering of the Securities; provided,
however, that in no case shall any Initial Purchaser be responsible for any amount in
excess of the purchase discount or commission applicable to the Securities purchased by such
Initial Purchaser hereunder. If the allocation provided by the immediately preceding sentence is
unavailable for any reason, the Company and the Initial Purchasers severally shall contribute in
such proportion as is appropriate to reflect not only such relative benefits but also the relative
fault of the Company on the one hand and the Initial Purchasers on the other in connection with the
statements or omissions that resulted in such Losses, as well as any other relevant equitable
considerations. Benefits received by the Company shall be deemed to be equal to the total net
proceeds from the offering (before deducting expenses) received by it, and benefits received by the
Initial Purchasers shall be deemed to be equal to the total purchase discounts and commissions.
Relative fault shall be determined by reference to, among other things, whether any untrue or
alleged untrue statement of a material fact or the omission or alleged omission to state a material
fact relates to information provided by the Company on the one hand or the Initial Purchasers on
the other, the intent of the parties and their relative knowledge, access to information and
opportunity to correct or prevent such untrue statement or omission. The Company and the Initial
Purchasers agree that it would not be just and equitable if contribution were determined by pro
rata allocation or any other method of allocation that does not take account of the equitable
considerations referred to above. Notwithstanding the provisions of this paragraph (d), no person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.
For purposes of this Section 8, each person who controls an Initial Purchaser within the meaning of
either the Act or the Exchange Act and each director, officer, employee, Affiliate and agent of an
Initial Purchaser shall have the same rights to contribution as such Initial Purchaser, and each
person who controls the Company within the meaning of either the Act or the Exchange Act and each
officer and director of the Company shall have the same rights to contribution as the Company,
subject in each case to the applicable terms and conditions of this paragraph (d).



     9. Default by an Initial Purchaser. If any one or more Initial Purchasers shall fail
to purchase and pay for any of the Securities agreed to be purchased by such Initial Purchaser
hereunder and such failure to purchase shall constitute a default in the performance of its or
their obligations under this Agreement, the remaining Initial Purchasers shall be obligated
severally to



18









 







take up and pay for (in the respective proportions which the principal amount of Securities
set forth opposite their names in Schedule I hereto bears to the aggregate principal amount of
Securities set forth opposite the names of all the remaining Initial Purchasers) the Securities
which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase;
provided, however, that in the event that the aggregate principal amount of
Securities which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to
purchase shall exceed 10% of the aggregate principal amount of Securities set forth in Schedule I
hereto, the remaining Initial Purchasers shall have the right to purchase all, but shall not be
under any obligation to purchase any, of the Securities, and if such nondefaulting Initial
Purchasers do not purchase all the Securities, this Agreement will terminate without liability to
any nondefaulting Initial Purchaser or the Company. In the event of a default by any Initial
Purchaser as set forth in this Section 9, the Closing Date shall be postponed for such period, not
exceeding five Business Days, as the Representatives shall determine in order that the required
changes in the Final Memorandum or in any other documents or arrangements may be effected. Nothing
contained in this Agreement shall relieve any defaulting Initial Purchaser of its liability, if
any, to the Company or any nondefaulting Initial Purchaser for damages occasioned by its default
hereunder.



     10. Termination of Agreement. (a) Each Representative may terminate this Agreement,
in its absolute discretion, by notice to the Company at any time at or prior to delivery of and
payment for the Securities, if prior to such time (i) there has been, since the time of execution
of this Agreement or since the respective dates as of which information is given in the Disclosure
Package and the Final Memorandum, any Material Adverse Effect, or (ii) there has occurred any
material adverse change in the financial markets in the United States, any outbreak of hostilities
or escalation thereof or other calamity or crisis or any change or development involving a
prospective change in national or international political, financial or economic conditions, in
each case the effect of which is such as to make it, in the judgment of the Representatives,
impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the
Securities, or (iii) trading in securities generally, or in any securities of the Company has been
suspended or limited or the New York Stock Exchange or if trading generally on the New York Stock
Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or
maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any
of said exchanges or by such system or by order of the Commission, the National Association of
Securities Dealers, Inc. or any other governmental authority, or (iv) a material disruption has
occurred in commercial banking or securities settlement or clearance services in the United States
or (v) a banking moratorium has been declared by either federal or New York authorities.



          (b) If this Agreement is terminated pursuant to this Section 10, such termination shall be
without liability of any party to any other party except as provided in Section 9 hereof, and
provided further that Sections 7 and 8 shall survive such termination and remain in full force and
effect.




     11. Representations and Indemnities to Survive. The respective agreements,
representations, warranties, indemnities and other statements of the Company or its officers and of
the Initial Purchasers set forth in or made pursuant to this Agreement will remain in full force
and effect, regardless of any investigation made by or on behalf of the Initial Purchasers or the



19









 







Company or any of the indemnified persons referred to in Section 8 hereof, and will survive
delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall
survive the termination or cancellation of this Agreement.



     12. Notices. Except as otherwise provided herein, notice given pursuant to any
provision of this Agreement shall be in writing and shall be delivered (i) if to the Company, to
Countrywide Financial Corporation at 4500 Park Granada, Calabasas, California 91302, Attention:
General Counsel, with a copy to Munger, Tolles & Olson LLP, 355 S. Grand Avenue, 35th
Floor, Los Angeles, California 90071, Attention: Michael J. O’Sullivan, Esq.; or (ii) if to the
Representatives, care of Lehman Brothers Inc., 745 Seventh Avenue, New York, New York 10019,
Attention: Syndicate Department, Facsimile: (646) 834-8133, with a copy to Sidley Austin
llp, 787 Seventh Avenue, New York, New York 10019, Attention: Samir A. Gandhi, Esq.



     13. Successors. This Agreement will inure to the benefit of and be binding upon the
parties hereto and their respective successors and the indemnified persons referred to in Section 8
hereof and their respective successors, and no other person will have any right or obligation
hereunder. Neither the term “successor” nor the term “successors and assigns” as used in this
Agreement shall include a purchase from any Initial Purchaser of any of the Securities in its
status as such purchaser.



     14. Integration. This Agreement supersedes all prior agreements and understandings
(whether written or oral) between the Company and the Initial Purchasers, or any of them, with
respect to the subject matter hereof.



     15. Applicable Law. This Agreement will be governed by and construed in accordance
with the laws of the State of New York applicable to contracts made and to be performed within the
State of New York.



     16. Waiver of Jury Trial. The Company hereby irrevocably waives, to the fullest
extent permitted by applicable law, any and all right to trial by jury in any legal proceeding
arising out of or relating to this Agreement or the transactions contemplated hereby.



     17. No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale
of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the
Company, on the one hand, and the Initial Purchasers and any Affiliate through which it may be
acting, on the other, (b) the Initial Purchasers are acting as principal and not as an agent or
fiduciary of the Company and (c) the Company’s engagement of the Initial Purchasers in connection
with the offering and the process leading up to the offering is as independent
contractors and not in any other capacity. Furthermore, the Company agrees that it is solely
responsible for making its own judgments in connection with the offering (irrespective of whether
any of the Initial Purchasers has advised or is currently advising the Company on related or other
matters). The Company agrees that it will not claim that the Initial Purchasers have rendered
advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the
Company in connection with such transaction or the process leading thereto.



20









 





     18. Waiver of Tax Confidentiality. Notwithstanding anything herein to the contrary,
purchasers of the Securities (and each employee, representative or other agent of a purchaser) may
disclose to any and all persons, without limitation of any kind, the U.S. tax treatment and U.S.
tax structure of any transaction contemplated herein and all materials of any kind (including
opinions or other tax analyses) that are provided to the purchasers of the Securities relating to
such U.S. tax treatment and U.S. tax structure, other than any information for which nondisclosure
is reasonably necessary in order to comply with applicable securities laws.



     19. Counterparts. This Agreement may be signed in one or more counterparts, each of
which shall constitute an original and all of which together shall constitute one and the same
agreement.



     20. Headings. The section headings used herein are for convenience only and shall not
affect the construction hereof.



     21. Definitions. The terms that follow, when used in this Agreement, shall have the
meanings indicated.



     “Act” shall mean the U.S. Securities Act of 1933, as amended, and the rules and regulations of
the Commission promulgated thereunder.



     “Affiliate” shall have the meaning specified in Rule 501(b) of Regulation D.



     “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day
on which banking institutions or trust companies are authorized or obligated by law to close in The
City of New York.



     “Commission” shall mean the Securities and Exchange Commission.



     “Exchange Act” shall mean the U.S. Securities Exchange Act of 1934, as amended, and the rules
and regulations of the Commission promulgated thereunder.



     “Execution Time” shall mean the date and time that this Agreement is executed and delivered by
the parties hereto.



     “Investment Company Act” shall mean the U.S. Investment Company Act of 1940, as amended, and
the rules and regulations of the Commission promulgated thereunder.



     “Issuer Written Information” shall mean any writings in addition to the Preliminary Memorandum
that the parties expressly agree in writing to treat as part of the Disclosure Package.



     “NASD” shall mean the National Association of Securities Dealers, Inc.



     “PORTAL” shall mean the Private Offerings, Resales and Trading through Automated Linkages
system of the NASD.



21









 





     “Regulation D” shall mean Regulation D under the Act.



     “Regulation S-X” shall mean Regulation S-X under the Act.



22








 





     If the foregoing is in accordance with your understanding of our agreement, please sign and
return to us the enclosed duplicate hereof, whereupon this Agreement and your acceptance shall
represent a binding agreement between the Company and the several Initial Purchasers.



	 	 	 	 	 
	 	Very truly yours,


Countrywide Financial Corporation


 	 
	 	By:  	/s/ Eric P. Sieracki
 	 
	 	 	Name:  	Eric P. Sieracki 	 
	 	 	Title:  	Executive Managing Director and

Chief Financial Officer 	 
	 
 
	 	Countrywide Home Loans, Inc.

 	 
	 	By:  	/s/ Bradley W. Coburn
 	 
	 	 	Name:  	Bradley W. Coburn 	 
	 	 	Title:  	Managing Director, Assistant Treasurer 	 



23









 






	 	 	 	 	 
	The foregoing Agreement is hereby confirmed

and accepted as of the date first above written.


LEHMAN BROTHERS INC.


 	 	 
	By:  	/s/ Michael Sherman
 	 	 
	 	Name:  	Michael Sherman 	 	 
	 	Title:  	Managing Director 	 	 
	 
 
	CITIGROUP GLOBAL MARKETS INC.


 	 	 
	By:  	/s/ Guy Seebohm
 	 	 
	 	Name:  	Guy Seebohm 	 	 
	 	Title:  	Director - IECU 	 	 
	 
 
	BANC OF AMERICA SECURITIES LLC


 	 	 
	By:  	/s/ Stanley J. Shipley
 	 	 
	 	Name:  	Stanley J. Shipley 	 	 
	 	Title:  	Managing Director 	 	 



24









 






SCHEDULE I




	 	 	 	 	 	 	 	 	 
	 	 	Principal Amount	 	 	Principal Amount	 
	 	 	of Series A	 	 	of Series B	 
	 	 	Debentures to be	 	 	Debentures to be	 
	Initial Purchasers	 	Purchased	 	 	Purchased	 
	Lehman Brothers Inc.
	 	U.S.$	666,667,000	 	 	U.S.$	666,667,000	 
	Citigroup Global Markets Inc.
	 	 	666,667,000	 	 	 	666,667,000	 
	Banc of America Securities LLC
	 	 	666,666,000	 	 	 	666,666,000	 
	Total
	 	U.S.$	2,000,000,000	 	 	U.S.$	2,000,000,000	 
	 
	 	 	 	 	 	 






25









 








SCHEDULE II




	 	 	 
	Issuer:

	 	Countrywide Financial Corporation (“CFC”)
	 
	 	 
	Guarantor:

	 	Countrywide Home Loans, Inc. (“CHL”)
	 
	 	 
	Ticker / Exchange:

	 	CFC / The New York Stock Exchange (“NYSE”)
	 
	 	 
	Title of securities:

	 	Series A Floating Rate Convertible Debentures Due 2037 (the “Series A Debentures”)
Series B Floating Rate Convertible Debentures Due 2037 (the “Series B Debentures”
and, together with the Series A Debentures, the “Debentures”)
	 
	 	 
	Aggregate principal 

amount offered:

	 	$2,000,000,000 of Series A Debentures

$2,000,000,000 of Series B Debentures
	 
	 	 
	Issue price:

	 	$982.50 per $1,000 principal amount, plus accrued interest, if any for the Series A Debentures
$980.00 per $1,000 principal amount, plus accrued interest, if any for the Series B Debentures
	 
	 	 
	Over-allotment option:

	 	$300,000,000 of Series A Debentures

$300,000,000 of Series B Debentures
	 
	 	 
	Annual interest rate:

	 	The Series A Debentures will bear interest at an annual rate equal to 3-month LIBOR, reset
quarterly, minus 3.50% (initially 1.86%), and the Series B Debentures will bear interest at
an annual rate equal to 3-month LIBOR, reset quarterly, minus 2.25% (initially 3.11%);
provided that in each case such rate will never be less than 0% per annum.
	 
	 	 
	Conversion premium:

	 	Approximately 30% for the Series A Debentures

Approximately 45% for the Series B Debentures
	 
	 	 
	Reference price:

	 	$40.33, which represents the last reported on May 16, 2007 sale price per share of the CFC
common stock on the NYSE
	 
	 	 
	Initial conversion price:

	 	Approximately $52.43 for the Series A Debentures per share of CFC common stock

Approximately $58.48 for the Series B Debentures per share of CFC common stock
	 
	 	 
	Initial conversion rate:

	 	19.0734 shares of CFC common stock for the Series A Debentures

17.1003 shares of CFC common stock for the Series B Debentures

(in each case per $1,000 principal amount of Debentures)
	 
	 	 
	Interest payment dates:

	 	January 15, April 15, July 15 and October 15, commencing on July 15, 2007 for the Series A
Debentures

February 15, May 15, August 15 and November 15, commencing on August 15, 2007 for the Series B Debentures
	 
	 	 
	Maturity Date:

	 	April 15, 2037 for the Series A Debentures

May 15, 2037 for the Series B Debentures
	 
	 	 
	Call dates:

	 	October 15, 2008 for the Series A Debentures

May 15, 2009 for the Series B Debentures
	 
	 	 
	Put dates:

	 	October 15, 2008, 2009, 2010, 2012, 2017, 2022, 2027 and 2032 for the Series A Debentures

	 

	 	May 15, 2009, 2010, 2012, 2017, 2022, 2027 and 2032 for the Series B Debentures






26









 






	 	 	 
	 
	 	 
	Dividend protection:

	 	The conversion rate will be adjusted for any distribution of cash to all or substantially all
holders of CFC common stock (excluding, among other things, any quarterly cash dividend on
CFC common stock to the extent such quarterly dividend per share in any quarter does not
exceed $0.15 (subject to adjustment)) by a formula based on the amount per share of such
distribution in excess of $0.15 (subject to adjustment) for quarterly dividends, and based on
the amount per share of such distribution for other distributions, as set forth in the
Preliminary Memorandum.
	 
	 	 
	Repurchase at the
Option of the Holder
upon a Fundamental
Change:

	 	Upon a fundamental change the holders may require the Issuer to repurchase for cash all or a
portion of their Debentures at a repurchase price equal to 100% of the principal amount of
the Debentures to be repurchased, plus accrued and unpaid interest, if any.
	 
	 	 
	Ranking:

	 	The Debentures will be senior unsecured obligations of the Issuer, will rank equally in right
of payment with all existing and future unsecured senior debt of the Issuer and are senior in
right of payment to the Issuer’s subordinated debt, if any. The Debentures will effectively
rank junior to any of the Issuer’s existing and future secured indebtedness and the existing
and future secured indebtedness of CHL, in each case to the extent of the value of the assets
securing such indebtedness. The Debentures will also be structurally subordinated in right
of payment to all indebtedness and other liabilities and commitments (including trade
payables and lease obligations) of the Issuer’s non-guarantor subsidiaries.
	 
	 	 
	Use of proceeds:

	 	The Issuer will use $863,284,020 from the proceeds from this offering for the repurchase of
21,379,000 shares of its common stock, par value $0.05 per share, in the open market or
through privately negotiated transactions and for general corporate purposes.
	 
	 	 
	Listing:

	 	The Issuer intends to apply to list the Debentures to be eligible for trading in the PORTAL
Market of the Nasdaq Stock Market, Inc.
	 
	 	 
	Trade date:

	 	May 17, 2007
	 
	 	 
	Settlement date:

	 	May 22, 2007
	 
	 	 
	CUSIP:

	 	222372 AL8 for the Series A Debentures

222372 AM6 for the Series B Debentures
	 
	 	 
	ISIN NUMBER:

	 	US222372AL88 for the Series A Debentures

US222372AM61 for the Series B Debentures






	 	 	 	 	 	 	 	 	 
	 	 	Principal Amount of	 	Principal Amount of
	Initial Purchasers	 	Series A Debentures	 	Series B Debentures
	Lehman Brothers Inc.
	 	$	666,667,000	 	 	$	666,667,000	 
	Citigroup Global Markets Inc.
	 	$	666,667,000	 	 	$	666,667,000	 
	Banc of America Securities LLC
	 	$	666,666,000	 	 	$	666,666,000	 






27









 






	 	 	 
	Adjustment to
conversion rate upon a
Make-Whole Change
in Control:

	 	The following table sets forth the stock price,
effective date and number of additional shares to be
added to the conversion rate per $1,000 principal
amount of the Debentures in connection with certain
change in control transactions as described in the
Preliminary Memorandum.





Series A Debentures



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	$40.33	 	$45.00	 	$52.43	 	$55.00	 	$60.00	 	$65.00	 	$70.00	 	$75.00	 	$80.00	 	$85.00	 	$90.00	 	$95.00	 	$100.00
	05/22/2007
	 	 	5.7220	 	 	 	3.9074	 	 	 	2.0981	 	 	 	1.6882	 	 	 	1.1078	 	 	 	0.7296	 	 	 	0.4827	 	 	 	0.3208	 	 	 	0.2144	 	 	 	0.1433	 	 	 	0.0956	 	 	 	0.0634	 	 	 	0.0414	 
	07/15/2007
	 	 	5.7220	 	 	 	3.8767	 	 	 	2.0289	 	 	 	1.6157	 	 	 	1.0398	 	 	 	0.6717	 	 	 	0.4364	 	 	 	0.2851	 	 	 	0.1877	 	 	 	0.1237	 	 	 	0.0813	 	 	 	0.0532	 	 	 	0.0341	 
	10/15/2007
	 	 	5.7021	 	 	 	3.7580	 	 	 	1.8524	 	 	 	1.4407	 	 	 	0.8852	 	 	 	0.5471	 	 	 	0.3413	 	 	 	0.2148	 	 	 	0.1369	 	 	 	0.0874	 	 	 	0.0557	 	 	 	0.0354	 	 	 	0.0217	 
	01/15/2008
	 	 	5.6676	 	 	 	3.6177	 	 	 	1.6281	 	 	 	1.2216	 	 	 	0.7009	 	 	 	0.4072	 	 	 	0.2408	 	 	 	0.1447	 	 	 	0.0889	 	 	 	0.0549	 	 	 	0.0337	 	 	 	0.0206	 	 	 	0.0119	 
	04/15/2008
	 	 	5.6484	 	 	 	3.4585	 	 	 	1.3306	 	 	 	0.9392	 	 	 	0.4836	 	 	 	0.2569	 	 	 	0.1414	 	 	 	0.0805	 	 	 	0.0476	 	 	 	0.0284	 	 	 	0.0168	 	 	 	0.0099	 	 	 	0.0050	 
	07/15/2008
	 	 	5.6712	 	 	 	3.2958	 	 	 	0.8869	 	 	 	0.5500	 	 	 	0.2337	 	 	 	0.1082	 	 	 	0.0541	 	 	 	0.0290	 	 	 	0.0166	 	 	 	0.0097	 	 	 	0.0055	 	 	 	0.0031	 	 	 	0.0011	 
	10/15/2008
	 	 	5.7220	 	 	 	3.1488	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 






     The exact stock prices and effective dates may not be set forth in the applicable table,
in which case:




	 	•	 	if the stock price is between two stock price amounts in the table or the effective date
is between two effective dates in the table, the number of additional shares will be
determined by straight-line interpolation between the number of additional shares set forth
for the higher and lower stock prices and the earlier and later effective dates, as
applicable, based on a 365-day year;
	 
	 	•	 	If the stock price is in excess of $100.00 per share (subject to adjustment), no
additional shares will be added to the conversion rate;
	 
	 	•	 	If the stock price is less than $40.33 per share (subject to adjustment), no additional
shares will be added to the conversion rate.




Series B Debentures



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	$40.33	 	$45.00	 	$50.00	 	$55.00	 	$58.48	 	$65.00	 	$70.00	 	$75.00	 	$80.00	 	$85.00	 	$90.00	 	$95.00	 	$100.00
	05/22/2007
	 	 	7.6951	 	 	 	5.7419	 	 	 	4.2195	 	 	 	3.1223	 	 	 	2.5462	 	 	 	1.7600	 	 	 	1.3454	 	 	 	1.0426	 	 	 	0.8200	 	 	 	0.6545	 	 	 	0.5307	 	 	 	0.4366	 	 	 	0.3644	 
	08/15/2007
	 	 	7.6951	 	 	 	5.7753	 	 	 	4.2081	 	 	 	3.0832	 	 	 	2.4957	 	 	 	1.7024	 	 	 	1.2897	 	 	 	0.9920	 	 	 	0.7757	 	 	 	0.6167	 	 	 	0.4991	 	 	 	0.4104	 	 	 	0.3428	 
	11/15/2007
	 	 	7.5968	 	 	 	5.5473	 	 	 	3.9551	 	 	 	2.8223	 	 	 	2.2385	 	 	 	1.4673	 	 	 	1.0782	 	 	 	0.8062	 	 	 	0.6148	 	 	 	0.4784	 	 	 	0.3808	 	 	 	0.3093	 	 	 	0.2564	 
	02/15/2008
	 	 	7.5534	 	 	 	5.4405	 	 	 	3.7986	 	 	 	2.6388	 	 	 	2.0491	 	 	 	1.2893	 	 	 	0.9192	 	 	 	0.6692	 	 	 	0.4992	 	 	 	0.3820	 	 	 	0.3008	 	 	 	0.2430	 	 	 	0.2012	 
	05/15/2008
	 	 	7.6806	 	 	 	5.4760	 	 	 	3.7557	 	 	 	2.5456	 	 	 	1.9385	 	 	 	1.1806	 	 	 	0.8258	 	 	 	0.5944	 	 	 	0.4414	 	 	 	0.3382	 	 	 	0.2682	 	 	 	0.2187	 	 	 	0.1833	 
	08/15/2008
	 	 	7.4930	 	 	 	5.2173	 	 	 	3.4289	 	 	 	2.1771	 	 	 	1.5645	 	 	 	0.8475	 	 	 	0.5407	 	 	 	0.3578	 	 	 	0.2480	 	 	 	0.1805	 	 	 	0.1387	 	 	 	0.1113	 	 	 	0.0930	 
	11/15/2008
	 	 	7.5006	 	 	 	5.1214	 	 	 	3.2172	 	 	 	1.8732	 	 	 	1.2290	 	 	 	0.5630	 	 	 	0.3158	 	 	 	0.1856	 	 	 	0.1179	 	 	 	0.0825	 	 	 	0.0628	 	 	 	0.0508	 	 	 	0.0431	 
	02/15/2009
	 	 	7.5567	 	 	 	5.0684	 	 	 	3.0094	 	 	 	1.4955	 	 	 	0.7609	 	 	 	0.2258	 	 	 	0.0794	 	 	 	0.0158	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 
	05/15/2009
	 	 	7.6951	 	 	 	5.1219	 	 	 	2.8997	 	 	 	1.0815	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 






     The exact stock prices and effective dates may not be set forth in the table above, in
which case:




	 	•	 	if the stock price is between two stock price amounts in the table or the effective date
is between two effective dates in the table, the number of additional shares will be
determined by straight-line interpolation between the number of additional shares set forth
for the higher and lower stock prices and the earlier and later effective dates, as
applicable, based on a 365-day year;
	 
	 	•	 	If the stock price is in excess of $100.00 per share (subject to adjustment), no
additional shares will be added to the conversion rate;
	 
	 	•	 	If the stock price is less than $40.33 per share (subject to adjustment), no additional shares will be added to the conversion rate.




28









 






Notwithstanding the foregoing, in no event will the total number of shares of our common stock
issuable upon conversion exceed 24.7954 (for the Series A Debentures) and 24.7954 (for the Series B
Debentures) per $1,000 principal amount of Debentures subject to adjustments in the same manner as
the conversion rate.



This communication is intended for the sole use of the person to whom it is provided by the sender.



These securities have not been registered under the Securities Act of 1933 (the “Securities Act”),
as amended , and may only be sold to qualified institutional buyers pursuant to Rule 144A of the
Securities Act or pursuant to another applicable exemption from registration.



The information in this term sheet supplements the Company’s preliminary offering memorandum, dated
May 16, 2007 (the “Preliminary Memorandum”). This term sheet is qualified in its entirety by
reference to the Preliminary Memorandum. Terms used herein but not defined herein shall have the
respective meanings as set forth in the Preliminary Memorandum.



A securities rating is not a recommendation to buy, sell or hold securities and may be subject to
revision or withdrawal at any time.



ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND
SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT
OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.





29









 








EXHIBIT A



[Letterhead of officer, director or major stockholder of the Company]



May [   ], 2007




Lehman Brothers Inc.

745 Seventh Avenue

New York, NY 10019




Citigroup Global Markets Inc.

388 Greenwich Street

New York, NY 10013




Banc of America Securities LLC

9 W. 57th Street

New York, NY 10019




     Ladies and Gentlemen:



     This letter is being delivered to you in connection with a proposed Purchase Agreement (the
“Purchase Agreement”) between Countrywide Financial Corporation, a Delaware corporation (the
“Company”) and [each of] you as representative[s] of a group of Initial Purchasers named therein,
relating to an offering of Series A Floating Rate Convertible Debentures due 2037 and Series B
Floating Rate Convertible Debentures due 2037, each of which will be convertible into common stock,
___ par value (the “Common Stock”), of the Company.



     In order to induce you and the other Initial Purchasers to enter into the Purchase Agreement,
the undersigned will not, without the prior written consent of the Representative, directly or
indirectly, offer, sell, contract to sell, pledge or otherwise dispose of, enter into any
transaction which is designed to, or might reasonably be expected to, result in the disposition
(whether by actual disposition or effective economic disposition due to cash settlement or
otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the
undersigned or any affiliate of the undersigned of, file (or participate in the filing of) a
registration statement with the U.S. Securities and Exchange Commission in respect of, or establish
or increase a put equivalent position or liquidate or decrease a call equivalent position within
the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the U.S. Securities and Exchange Commission promulgated thereunder in respect of,
any shares of capital stock of the Company or any securities convertible into, or exercisable or
exchangeable for such capital stock, or publicly announce an intention to effect any such
transaction, for a period of 90 days after the date of the Purchase Agreement, other than (i)
shares of Common Stock disposed of as bona fide gifts approved by the Representative, (ii) periodic
sales by the undersigned in connection with any trading plan or program instituted in compliance
with Rule 10b5-1 promulgated under the Exchange Act (whether existing now or in the future), (iii)
any dispositions of shares of Common Stock by the undersigned in connection



A-1









 







with any net-share settlement provisions of any employee stock option or ownership plan and
(iv) other sales of Common Stock by the undersigned of up to 25,000 shares of Common Stock.



     If for any reason the Purchase Agreement shall be terminated prior to the Closing Date (as
defined in the Purchase Agreement), the agreement set forth above shall likewise be terminated.



	 	 	 	 	 
	 	Very truly yours,


 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



A-2









 






	 	 	 	 	 



EXHIBIT B






     (i) Each of the Company and Countrywide Home Loans, Inc. (“CHL”) is a corporation duly
incorporated, validly existing and in good standing under the laws of the state of its
incorporation and has the corporate power and authority to own its properties and to conduct
its business as described in the Disclosure Package and the Final Memorandum.




     (ii) Each of the Company and CHL has the corporate power and authority to enter into
this Agreement, and this Agreement has been duly and validly authorized, executed and
delivered by the Company and CHL.




     (iii) No consent, approval, authorization or order of any United States federal or
California or, with respect to matters arising under the Delaware General Corporation Law,
Delaware court or governmental agency or body is required for the consummation of the
transactions contemplated by the Agreement, except such as have been obtained under the Act
and such as may be required under the securities and blue sky laws, rules or regulations of
any jurisdiction in connection with the purchase and distribution of the Securities by the
Representatives and such other approvals as have been obtained.




     (iv) Neither the issue and sale of the Securities, the compliance by the Company with
all the provisions of the Agreement, the Indenture, the Registration Rights Agreement and
the Securities, the consummation of the transactions therein contemplated nor the
fulfillment of the terms thereof will materially conflict with, result in a material breach
of, or constitute a material default under the charter or bylaws of the Company or CHL or
the terms of any indenture or other agreement or instrument filed with the Commission and to
which the Company or any of the Company’s subsidiaries is a party or bound, or any order,
decree, judgment or regulation (other than any federal or state securities or blue sky laws,
rules or regulations) known to such counsel to be applicable to the Company or any of the
Company’s subsidiaries of any court, regulatory body, administrative agency, governmental
body or arbitrator having jurisdiction over the Company or any of the Company’s
subsidiaries.



          Such counsel shall also state that, in the course of their engagement to represent or advise
the Company professionally, they have not become aware of any pending legal proceeding before any
court or administrative agency or authority or any arbitration tribunal, nor have they devoted
substantive attention in the form of legal representation as to any current overtly threatened
litigation against or directly affecting the Company or its subsidiaries or CHL or its
subsidiaries, in each case that is required to be described in the Disclosure Package and the Final
Memorandum and is not so described. In making the foregoing statement, they shall endeavor, to the
extent they believe necessary, to determine from lawyers currently in their firm who have performed
substantive legal services for the Company, whether such services involved substantive attention in
the form of legal representation concerning pending legal proceedings or overtly threatened
litigation of the nature referred to above. Beyond that, they need not make any review, search or
investigation of public files or records or files or records of the Company, or of




B-1









 







the transactions contemplated by the Purchase Agreement, or any other investigation or inquiry
with respect to the foregoing statement.




          Such counsel shall also state that in the course of the preparation by the Company and its
counsel of the Disclosure Package and the Final Memorandum (other than the Incorporated Documents),
such counsel attended conferences with certain of the officers of, and the independent public
accountants for, the Company, at which the Disclosure Package and the Final Memorandum were
discussed. Given the limitations inherent in the independent verification of factual matters and
the character of determinations involved in the registration process, such counsel need not pass
upon and need not assume any responsibility for the accuracy, completeness or fairness of the
statements contained in the Disclosure Package and the Final Memorandum including the Incorporated
Documents. Subject to the foregoing and on the basis of the information such counsel gained in the
performance of the services referred to above, including information obtained from officers and
other representatives of the Company, such counsel shall state that no facts have come to such
counsel’s attention that have caused it to believe that (1) such counsel has no reason to believe
that the Disclosure Package, as amended or supplemented at the Applicable Time contained any untrue
statement of a material fact or omitted to state any material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were made, not misleading
(in each case, other than the financial statements and other financial information contained
therein, as to which such counsel need express no opinion), (2) such counsel has no reason to
believe that the Final Memorandum, as of its date or on the Closing Date, contained or contains any
untrue statement of a material fact or omitted or omits to state any material fact necessary to
make the statements therein, in the light of the circumstances under which they were made, not
misleading (in each case, other than the financial statements and other financial information
contained therein, as to which such counsel need express no opinion), or (3) assuming the accuracy
of the representations and warranties and compliance with the agreements contained herein (without
regard to the representation found in Section 1(f)), no registration under the Act of the
Securities or the Common Stock issuable upon conversion thereof, and no qualification of an
indenture under the Trust Indenture Act, are required for the sale and delivery of the Securities
by the Company to the Initial Purchasers or the offer and sale by the Initial Purchasers of the
Securities in the manner contemplated herein, in the Disclosure Package and in the Final
Memorandum.




          In rendering such opinion, such counsel may rely (A) as to matters involving the application
of laws of any jurisdiction other than the State of Delaware (but only with respect to the Delaware
General Corporation Law) or the United States, to the extent they deem proper and specified in such
opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and
who are satisfactory to counsel for the Representatives, (B) as to matters involving the
application of laws of the State of New York, to the extent specified in such opinion, upon the
opinion of Sidley Austin llp being delivered to the Representatives as of the date
thereof, (C) as to matters involving the application of Delaware law referred to in paragraph (iv)
above, such counsel may rely upon the opinion referred to in Section 8(f) of the Agreement and (D)
as to matters of fact, to the extent they deem proper, on certificates and oral or written
statements and other information of or from public officials and officers and representatives of
the Company, its subsidiaries and others.




B-2









 








          In rendering the opinions set forth in paragraphs (iii) and (iv) such counsel may state that
such opinions are subject to the following: (A) bankruptcy, insolvency, reorganization, fraudulent
transfer, fraudulent conveyance, moratorium or other laws now or hereafter in effect affecting
creditors’ rights generally; and (B) general principles of equity (including, without limitation,
standards of materiality, good faith, fair dealing and reasonableness) whether such principles are
considered in a proceeding in equity or at law.




          In rendering the opinions set forth above, such counsel may state that it has assumed, with
the permission of the Representatives, that the amount of Securities to be issued from time to time
will not violate any provision in any such agreement referred to in paragraph (vi) which imposes
limits on the amount of debt CHL, the Company or any of the Company’s subsidiaries which may be
outstanding at any one time (whether directly or indirectly, through satisfaction of financial
ratios or otherwise).




B-3









 








EXHIBIT C





     (i) The Securities have been duly and validly authorized and established in conformity
with the provisions of the Indenture by all necessary corporate action by the Company and
when the Securities have been duly executed, authenticated and delivered against payment
therefor in accordance with the provisions of the Indenture, will be valid and binding
obligations of the Company, enforceable against the Company in accordance with their terms
and the Securities will be entitled to the benefit of the terms of the Indenture.




     (ii) The Guarantees, in the forms certified to by an authorized officer of CHL, upon
due issuance, authentication and delivery of the related Securities and due endorsement of
the Guarantees, will have been duly executed, issued and delivered and will be valid and
binding obligations of CHL, enforceable against CHL in accordance with their terms.




     (iii) The Registration Rights Agreement has been duly authorized, executed and
delivered by the Company and CHL and, upon the due authorization, execution and delivery
thereof by each other party thereto, will be a valid and binding obligation of the Company
enforceable against the Company and CHL and in accordance with its terms.




     (iv) Although the discussion in the Disclosure Package and the Final Memorandum under
the caption “Certain U.S. Federal Income Tax Considerations” does not purport to discuss all
possible United States federal income tax consequences of purchase, ownership and
disposition of the Securities, such discussion, insofar as it constitutes a summary of
matters of law or legal conclusions, and based on the assumptions and subject to the
qualifications and limitations set forth therein, constitutes an accurate summary of the
matters discussed therein in all material respects.




     (v) Such counsel confirms the conformity in all material respects of the Securities, to
the statements relating thereto in the Disclosure Package and the Final Memorandum insofar
as such statements purport to summarize certain provisions of such documents.



          In rendering such opinion, such counsel may rely as to matters involving the application of
laws of any jurisdiction other than the State of New York, Delaware (but only with respect to the
Delaware General Corporation Law) or the United States, to the extent they deem proper and
specified in such opinion, upon the opinion of other counsel of good standing whom they believe to
be reliable and who are satisfactory to counsel for the Representatives and as to matters of fact,
to the extent they deem proper, on certificates and oral or written statements and other
information of or from public officials and officers and representatives of the Company, its
subsidiaries and others.




          In rendering the opinions set forth in paragraphs (i), (ii) and (iii) such counsel may state
that such opinions are subject to the following: (A) bankruptcy, insolvency, reorganization,
fraudulent transfer, fraudulent conveyance, moratorium or other laws now or

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hereafter in effect affecting creditors’ rights generally; and (B) general principles of
equity (including, without limitation, standards of materiality, good faith, fair dealing and
reasonableness) whether such principles are considered in a proceeding in equity or at law.




          In rendering the opinions set forth above, such counsel may state that it has assumed, with
the permission of the Representatives, that the amount of Securities to be issued from time to time
will not violate any provision in any such agreement referred to in paragraph (vi) which imposes
limits on the amount of debt CHL, the Company or any of the Company’s subsidiaries which may be
outstanding at any one time (whether directly or indirectly, through satisfaction of financial
ratios or otherwise).




          Notwithstanding the forgoing, such counsel may state that it does not express an opinion as to
the validity, legally binding effect or enforceability of any provision of the Registration Rights
Agreement, the Indenture, the Securities or the Guarantees that requires or relates to payment of
any additional interest, make-whole premium or liquidated damages at a rate or in an amount that a
court would determine under the circumstances under applicable law to be commercially unreasonable,
a penalty or a forfeiture.





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EXHIBIT D





	 	(i)	 	Each Subsidiary, if any, is a corporation, duly incorporated, validly existing
and in good standing under the laws of the State of its incorporation, with the
corporate power and authority to own its properties and to conduct its business as
described in the Disclosure Package and the Final Memorandum.
	 
	 	(ii)	 	Each of the Company and CHL is duly qualified to do business as a foreign
corporation and is in good standing under the laws of each jurisdiction which requires
such qualification wherein it owns or leases material properties or conducts material
business other than jurisdictions in which the failure to so qualify, when considered
in the aggregate and not individually, would not have a material adverse effect on the
Company or CHL and its Subsidiaries considered as one enterprise.
	 
	 	(iii)	 	All of the outstanding shares of capital stock of CHL and each Subsidiary have
been duly and validly authorized and issued and are fully paid and nonassessable, and,
except as otherwise set forth in the Disclosure Package and the Final Memorandum, all
outstanding shares of capital stock of CHL and each Subsidiary are owned by the Company
either directly or through wholly owned subsidiaries of the Company, free and clear of
any perfected security interest and, to the knowledge of such counsel, after due
inquiry, any other security interests, claims, liens or encumbrances, in each case,
except as would not result in a Material Adverse Effect.
	 
	 	(iv)	 	The outstanding shares of common stock of the Company have been duly and
validly authorized and issued and are fully paid and nonassessable.
	 
	 	(v)	 	Neither the issue and sale of the Securities, the compliance by the Company
with all the provisions of this Agreement, the Indenture and the Final Memorandum, the
consummation of the transactions therein contemplated nor the fulfillment of the terms
thereof will conflict with, result in a breach of, or constitute a default under the
charter or bylaws of the Company or the terms of any indenture or other agreement or
instrument filed with the Commission and to which the Company or any of the Company’s
subsidiaries is a party or bound, or any order, decree, judgment or regulation (other
than any federal or state securities or blue sky laws, rules or regulations) known to
such counsel to be applicable to the Company or any of the Company’s subsidiaries of
any court, regulatory body, administrative agency, governmental body or arbitrator
having jurisdiction over the Company or any of the Company’s subsidiaries.
	 
	 	(vi)	 	The documents incorporated by reference in the Disclosure Package and the Final
Memorandum (except for the financial statements and other financial or statistical
data, as to which no opinion need be expressed), as of the dates they were filed with
the Commission, complied as to form in all material respects to the requirements of the
Act and the Exchange Act.




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	 	(vii)	 	No consent, approval, authorization or order of any court or governmental
agency or body is required for the consummation of the transactions contemplated by the
Agreement, except such as have been obtained under the Act and such as may be required
under the securities and blue sky laws, rules and regulations of any jurisdiction in
connection with the purchase and distribution of the Securities and such other
approvals as have been obtained.





               In rendering the opinions set forth above, such counsel may state that he has assumed, with
the permission of the Representatives, that the amount of Securities to be issued from time to time
will not violate any provision in any such agreement referred to in paragraph (v) which imposes
limits on the amount of debt of the Company or any of the Company’s subsidiaries which may be
outstanding at any one time (whether directly or indirectly, through satisfaction of financial
ratios or otherwise).





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