Exhibit 10.126
EXECUTION COPY
SECOND AMENDMENT
SECOND AMENDMENT, dated as of November 18, 2005 (this "Amendment"), to the
CREDIT AGREEMENT, dated as of November 19, 2004 (as amended by the First
Amendment thereto dated as of May 11, 2005, the "Credit Agreement"), among
Countrywide Financial Corporation ("CFC"), Countrywide Home Loans, Inc. ("CHL"),
the Lenders party thereto (the "Lenders"), Lloyds TSB Bank, PLC and Societe
Generale, as Documentation Agents (in such capacity, the "Documentation
Agents"), BNP Paribas, as Syndication Agent (in such capacity, the "Syndication
Agent"), Barclays Bank PLC, as Administrative Agent (in such capacity, the
"Administrative Agent"), and Royal Bank of Canada, as Managing Administrative
Agent (in such capacity, the "Managing Administrative Agent").
RECITALS
A.
Pursuant to the Credit Agreement, the Lenders currently party to
the Credit Agreement (the "Existing Lenders") agreed to extend credit to CFC and
CHL on the terms and subject to the conditions set forth therein.
B.
The Lenders signing below have agreed to extend the Commitment
Termination Date on the terms and conditions set forth below.
C.
In addition, the Lenders have agreed to amend the Credit Agreement
in certain respects.
NOW, THEREFORE, in consideration of the foregoing Recitals and for other good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto hereby agree as follows:
AGREEMENT
1.
DEFINED TERMS.
TERMS DEFINED IN THE CREDIT AGREEMENT AND USED
HEREIN SHALL HAVE THE MEANINGS GIVEN TO THEM IN THE CREDIT AGREEMENT.
2.
AMENDMENTS TO SECTION 1.01. (A) SECTION 1.01 OF THE CREDIT
AGREEMENT IS HEREBY AMENDED BY DELETING THEREFROM THE DEFINITIONS OF THE
FOLLOWING DEFINED TERMS IN THEIR ENTIRETY AND SUBSTITUTING IN LIEU THEREOF THE
FOLLOWING DEFINITIONS:
"Borrower" means CFC, CHL, or both, as appropriate.
"Commitment Termination Date" means November 17, 2006.
"Term-Out Maturity Date" means, if so selected by the Borrowers pursuant to
Section 2.09(a), November 16, 2007.
(B)
SECTION 1.01 OF THE CREDIT AGREEMENT IS HEREBY AMENDED BY DELETING THE
PRICING GRID IN ITS ENTIRETY IN THE DEFINITION OF "APPLICABLE RATE" AND
SUBSTITUTING IN LIEU THEREOF THE FOLLOWING:
Index Debt Ratings
Federal
Funds Rate
Spread
Eurodollar
Spread
Facility
Fee Rate
Utilization
Fee Rate
>50%
>=A1 from Moodys or >=A+ from S&P
19.0
19.0
6.0
7.5
A2 from Moodys or A from S&P
23.0
23.0
7.0
7.5
A3 from Moodys or A- from S&P
32.0
32.0
8.0
10.0
Baa1 from Moodys or BBB+ from S&P
38.5
38.5
9.0
12.5
Baa2 from Moodys or BBB from S&P
50.0
50.0
12.5
12.5