FIRST AMENDMENT
Exhibit 10.125
EXECUTION COPY
FIRST AMENDMENT
FIRST AMENDMENT, dated as of May 11, 2005 (this Amendment), to the CREDIT AGREEMENT, dated as of November 19, 2004, among Countrywide Home Loans, Inc. (CHL), Countrywide Financial Corporation (CFC), the Lenders parties thereto (the Lenders), Commerzbank AG, New York and Grand Cayman Branches and Societe Generale, as Documentation Agents (in such capacity, the Documentation Agents), BNP Paribas, as Syndication Agent (in such capacity, the Syndication Agent), Barclays Bank PLC, as administrative agent (in such capacity, the Administrative Agent), and Royal Bank of Canada, as Managing Administrative Agent (in such capacity, the Managing Administrative Agent).
W I T N E S S E T H :
WHEREAS, CFC, CHL, the Lenders, the Documentation Agents, the Syndication Agent, the Administrative Agent, and the Managing Administrative Agent are parties to the Credit Agreement, dated as of November 19, 2004 (as amended or supplemented, the Credit Agreement);
WHEREAS, CFC and CHL have requested that the Lenders agree to make certain amendments relating to the Credit Agreement as set forth herein; and
WHEREAS, the Lenders are willing to agree to such amendments, in each case subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, CFC, CHL, the Lenders, the Documentation Agents, the Syndication Agent, the Administrative Agent, and the Managing Administrative Agent hereby agree as follows:
1. Defined Terms. Terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.
2. Amendment to Section 6.06 of the Credit Agreement. Section 6.06 of the Credit Agreement is hereby amended by deleting the parenthetical (other than, in the case of CFC, CHL) and inserting in lieu thereof (other than, in the case of CFC, CHL and Treasury Bank, N.A.).
3. Effective Date. This Amendment shall be effective on and as of the day and year first above written (the Effective Date) subject to the delivery to the Managing Administrative Agent of the following:
(a) A copy of this Amendment, duly executed by the parties hereto.
(b) Such corporate resolutions, incumbency certificates and other authorizations from CFC and CHL as the Managing Administrative Agent may reasonably request.
(c) Evidence satisfactory to the Agents that all fees and expenses payable to the Agents and the Lenders prior to or on the Effective Date have been paid in full.
4. Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.
5. Representations and Warranties. Each of CFC and CHL hereby represents and warrants to the Lenders and the Managing Administrative Agent as follows:
(a) Each of CFC and CHL has the corporate power and authority and the legal right to execute, deliver and perform this Amendment and has taken all necessary corporate action to authorize the execution, delivery and performance of this Amendment. This Amendment has been duly executed and delivered on behalf of CFC and CHL and constitutes the legal, valid and binding obligation of CFC and CHL enforceable against each such Person in accordance with its terms.
(b) At and as of the date of execution hereof and both prior to and after giving effect to this Amendment: (1) the representations and warranties of CFC and CHL contained in the Credit Agreement are accurate and complete in all respects, (2) there has not occurred any Default or Event of Default and (3) there has not occurred any material adverse change in the business, operations, assets or financial or other condition of CFC, CHL or their consolidated subsidiaries taken as a whole since December 31, 2004.
(c) The financial statements of CFC, dated December 31, 2004, copies of which have heretofore been furnished to the Managing Administrative Agent and each Lender, are complete and correct and present fairly in accordance with GAAP the consolidated and consolidating financial condition of CFC and its consolidated subsidiaries at such date and the consolidated and consolidating results of its operations and changes in financial position for the fiscal year then ended.
(d) The financial statements of CHL, dated December 31, 2004, copies of which have heretofore been furnished to the Managing Administrative Agent and each Lender, are complete and correct and present fairly in accordance with GAAP the consolidated financial condition of CHL and its consolidated subsidiaries at such date and the consolidated results of its operations and changes in financial position for the fiscal year then ended.
6. Governing Law. This Amendment and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.
[Signature pages following]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the day and year first above written.
| COUNTRYWIDE FINANCIAL CORPORATION, | ||
| a Delaware corporation | ||
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| By: | /s/ Jennifer S. Sandefur |
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| Name: | Jennifer S. Sandefur | |
| Title: | Senior Managing Director and Treasurer | |
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| COUNTRYWIDE HOME LOANS, INC., | ||
| a New York corporation | ||
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| By: | /s/ Jennifer S. Sandefur |
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| Name: | Jennifer S. Sandefur | |
| Title: | Senior Managing Director and Treasurer | |
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Signature Page to the First Amendment to the Countrywide Credit Agreement
Royal Bank of Canada as Managing Administrative Agent
| ROYAL BANK OF CANADA, as Managing Administrative Agent | |||
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| By: | /s/ David Wheatley |
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| Name: | David Wheatley | ||
| Title: | Manager, Agency | ||
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| ROYAL BANK OF CANADA, as a Lender | |||
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| By: | /s/ Howard Lee |
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| Name: | Howard Lee | ||
| Title: | Authorized Signatory | ||
Signature Page to the First Amendment to the Countrywide Credit Agreement
Royal Bank of Canada as Managing Administrative Agent
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| SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 19, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, ROYAL BANK OF CANADA, AS MANAGING ADMINISTRATIVE AGENT, COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES AND SOCIETE GENERALE, AS DOCUMENTATION AGENTS, BNP PARIBAS, AS SYNDICATION AGENT, BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT AND THE LENDERS PARTY THERETO | |||
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| BARCLAYS BANK PLC, as a Lender | |||
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| By: | /s/ Alison A. McGuigan |
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| Name: | Alison A. McGuigan | |
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| Title: | Associate Director |
Signature Page to the First Amendment to the Countrywide Credit Agreement
Royal Bank of Canada as Managing Administrative Agent
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| SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 19, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, ROYAL BANK OF CANADA, AS MANAGING ADMINISTRATIVE AGENT, COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES AND SOCIETE GENERALE, AS DOCUMENTATION AGENTS, BNP PARIBAS, AS SYNDICATION AGENT, BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT AND THE LENDERS PARTY THERETO | ||||
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| NAME OF INSTITUTION: | ||||
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| CREDIT SUISSE FIRST BOSTON ACTING THROUGH | ||||
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| By: | /s/ Jay Chall |
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| Name: | Jay Chall | ||
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| Title: | Director | ||
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| By: | /s/ Karim Blasetti |
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| Name: | Karim Blasetti | ||
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| Title: | Associate | ||
Signature Page to the First Amendment to the Countrywide Credit Agreement
Royal Bank of Canada as Managing Administrative Agent
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| SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 19, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, ROYAL BANK OF CANADA, AS MANAGING ADMINISTRATIVE AGENT, COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES AND SOCIETE GENERALE, AS DOCUMENTATION AGENTS, BNP PARIBAS, AS SYNDICATION AGENT, BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT AND THE LENDERS PARTY THERETO | ||||
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| BNP Paribas, as a Lender | ||||
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| By: | /s/ Pierre Nicholas Rogers |
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| Name: | Pierre Nicholas Rogers | ||
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| Title: | Managing Director | ||
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| By: | /s/ Jamie Dillon |
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| Name: | Jamie Dillon | ||
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| Title: | Managing Director | ||
Signature Page to the First Amendment to the Countrywide Credit Agreement
Royal Bank of Canada as Managing Administrative Agent
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| SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 19, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, ROYAL BANK OF CANADA, AS MANAGING ADMINISTRATIVE AGENT, COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES AND SOCIETE GENERALE, AS DOCUMENTATION AGENTS, BNP PARIBAS, AS SYNDICATION AGENT, BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT AND THE LENDERS PARTY THERETO | ||||
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| NAME OF INSTITUTION: | ||||
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| COMMERZBANK AG, New York AND | ||||
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| GRAND CAYMAN BRANCHES, as a Lender | ||||
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| By: | /s/ Christian Jagenberg |
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| Name: | Christian Jagenberg | ||
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| Title: | SVP & Manager | ||
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| By: | /s/ Yangling Joanne Si |
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| Name: | Yangling Joanne Si | ||
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| Title: | AVP | ||
Signature Page to the First Amendment to the Countrywide Credit Agreement
Royal Bank of Canada as Managing Administrative Agent
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| SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 19, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, ROYAL BANK OF CANADA, AS MANAGING ADMINISTRATIVE AGENT, COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES AND SOCIETE GENERALE, AS DOCUMENTATION AGENTS, BNP PARIBAS, AS SYNDICATION AGENT, BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT AND THE LENDERS PARTY THERETO | ||||
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| NAME OF INSTITUTION: | ||||
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| Lloyds TSB Bank, plc, as a Lender | ||||
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| By: | /s/ Michael J. Gilligan |
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| Name: | Michael J. Gilligan | ||
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| Title: | Director, Financial Institutions, USA | ||
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| By: | /s/ James M. Rudd |
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| Name: | James M. Rudd | ||
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| Title: | Vice President, Financial Institutions, USA | ||
Signature Page to the First Amendment to the Countrywide Credit Agreement
Royal Bank of Canada as Managing Administrative Agent
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| SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 19, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, ROYAL BANK OF CANADA, AS MANAGING ADMINISTRATIVE AGENT, COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES AND SOCIETE GENERALE, AS DOCUMENTATION AGENTS, BNP PARIBAS, AS SYNDICATION AGENT, BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT AND THE LENDERS PARTY THERETO | ||||
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| NAME OF INSTITUTION: | ||||
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| DRESDNER BANK AG, NEW YORK AND | ||||
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| GRAND CAYMAN BRANCHES, as a Lender | ||||
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| By: | /s/ Sascha Klaus |
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| Name: | Sascha Klaus | ||
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| Title: | Director | ||
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| By: | /s/ J. Curtin Beaudouin |
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| Name: | J. Curtin Beaudouin | ||
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| Title: | Director | ||
Signature Page to the First Amendment to the Countrywide Credit Agreement
Royal Bank of Canada as Managing Administrative Agent
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| SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 19, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, ROYAL BANK OF CANADA, AS MANAGING ADMINISTRATIVE AGENT, COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES AND SOCIETE GENERALE, AS DOCUMENTATION AGENTS, BNP PARIBAS, AS SYNDICATION AGENT, BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT AND THE LENDERS PARTY THERETO | |||
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| NAME OF INSTITUTION: | |||
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| The Bank of Nova Scotia, as a Lender | |||
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| By: | /s/ Todd Meller |
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| Name: | Todd Meller | |
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| Title: | Managing Director |
Signature Page to the First Amendment to the Countrywide Credit Agreement
Royal Bank of Canada as Managing Administrative Agent
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| SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 19, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, ROYAL BANK OF CANADA, AS MANAGING ADMINISTRATIVE AGENT, COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES AND SOCIETE GENERALE, AS DOCUMENTATION AGENTS, BNP PARIBAS, AS SYNDICATION AGENT, BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT AND THE LENDERS PARTY THERETO | ||||
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| NAME OF INSTITUTION: | ||||
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| BAYERISCHE HYPO UND VEREINSBANK AG, as a | ||||
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| By: | /s/ Craig Pinsly |
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| Name: | Craig Pinsly | ||
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| Title: | Director | ||
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| By: | /s/ Michael Davis |
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| Name: | Michael Davis | ||
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| Title: | Director | ||
Signature Page to the First Amendment to the Countrywide Credit Agreement
Royal Bank of Canada as Managing Administrative Agent
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| SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 19, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, ROYAL BANK OF CANADA, AS MANAGING ADMINISTRATIVE AGENT, COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES AND SOCIETE GENERALE, AS DOCUMENTATION AGENTS, BNP PARIBAS, AS SYNDICATION AGENT, BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT AND THE LENDERS PARTY THERETO | ||||
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| NAME OF INSTITUTION: | ||||
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| BAYERISCHE LANDESBANK, as a Lender | ||||
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| By: | /s/ James Fox |
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| Name: | James Fox | ||
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| Title: | Vice President | ||
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| By: | /s/ Norman McClave |
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| Name: | Norman McClave | ||
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| Title: | First Vice President | ||
Signature Page to the First Amendment to the Countrywide Credit Agreement
Royal Bank of Canada as Managing Administrative Agent
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| SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 19, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, ROYAL BANK OF CANADA, AS MANAGING ADMINISTRATIVE AGENT, COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES AND SOCIETE GENERALE, AS DOCUMENTATION AGENTS, BNP PARIBAS, AS SYNDICATION AGENT, BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT AND THE LENDERS PARTY THERETO | |||
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| NAME OF INSTITUTION: | |||
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| CITICORP USA, INC., as a Lender | |||
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| By: | /s/ Yoko Otani |
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| Name: | Yoko Otani | |
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| Title: | Managing Director |
Signature Page to the First Amendment to the Countrywide Credit Agreement
Royal Bank of Canada as Managing Administrative Agent
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| SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 19, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, ROYAL BANK OF CANADA, AS MANAGING ADMINISTRATIVE AGENT, COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES AND SOCIETE GENERALE, AS DOCUMENTATION AGENTS, BNP PARIBAS, AS SYNDICATION AGENT, BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT AND THE LENDERS PARTY THERETO | |||
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| HSBC BANK USA, NATIONAL ASSOCIATION, as a Lender | |||
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| By: | /s/ Paul M. Lopez |
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| Name: | Paul M. Lopez | |
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| Title: | Senior Vice President |
Signature Page to the First Amendment to the Countrywide Credit Agreement
Royal Bank of Canada as Managing Administrative Agent
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| SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 19, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, ROYAL BANK OF CANADA, AS MANAGING ADMINISTRATIVE AGENT, COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES AND SOCIETE GENERALE, AS DOCUMENTATION AGENTS, BNP PARIBAS, AS SYNDICATION AGENT, BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT AND THE LENDERS PARTY THERETO | |||
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| LEHMAN BROTHERS BANK, FSB, as a Lender | |||
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| By: | /s/ Janine M. Shugan |
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| Name: | Janine M. Shugan | |
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| Title: | Authorized Signatory |
Signature Page to the First Amendment to the Countrywide Credit Agreement
Royal Bank of Canada as Managing Administrative Agent
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| SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 19, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, ROYAL BANK OF CANADA, AS MANAGING ADMINISTRATIVE AGENT, COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES AND SOCIETE GENERALE, AS DOCUMENTATION AGENTS, BNP PARIBAS, AS SYNDICATION AGENT, BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT AND THE LENDERS PARTY THERETO | |||
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| NAME OF INSTITUTION: | |||
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| Greenwich Capital Markets, Inc., as agent for The Royal | |||
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| By: | /s/ Angela Reilly |
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| Name: | Angela Reilly | |
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| Title: | Senior Vice President |
Signature Page to the First Amendment to the Countrywide Credit Agreement
Royal Bank of Canada as Managing Administrative Agent
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| SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 19, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, ROYAL BANK OF CANADA, AS MANAGING ADMINISTRATIVE AGENT, COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES AND SOCIETE GENERALE, AS DOCUMENTATION AGENTS, BNP PARIBAS, AS SYNDICATION AGENT, BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT AND THE LENDERS PARTY THERETO | |||
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| NAME OF INSTITUTION: | |||
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| Societe Generale, as a Lender | |||
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| By: | /s/ Edith Hornick |
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| Name: | Edith Hornick | |
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| Title: | Managing Director |
Signature Page to the First Amendment to the Countrywide Credit Agreement
Royal Bank of Canada as Managing Administrative Agent
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| SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 19, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, ROYAL BANK OF CANADA, AS MANAGING ADMINISTRATIVE AGENT, COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES AND SOCIETE GENERALE, AS DOCUMENTATION AGENTS, BNP PARIBAS, AS SYNDICATION AGENT, BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT AND THE LENDERS PARTY THERETO | ||||
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| NAME OF INSTITUTION: | ||||
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| WestLB AG, New York Branch, as a Lender | ||||
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| By: | /s/ Samuel Bridges |
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| Name: | Samuel Bridges | ||
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| Title: | Executive Director | ||
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| By: | /s/ Lillian Tung Lum |
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| Name: | Lillian Tung Lum | ||
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| Title: | Executive Director | ||
Signature Page to the First Amendment to the Countrywide Credit Agreement
Royal Bank of Canada as Managing Administrative Agent
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| SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 19, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, ROYAL BANK OF CANADA, AS MANAGING ADMINISTRATIVE AGENT, COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES AND SOCIETE GENERALE, AS DOCUMENTATION AGENTS, BNP PARIBAS, AS SYNDICATION AGENT, BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT AND THE LENDERS PARTY THERETO | |||
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| NAME OF INSTITUTION: | |||
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| Mizuho Corporate Bank, Ltd., as a Lender | |||
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| By: | /s/ Robert Gallagher |
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| Name: | Robert Gallagher | |
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| Title: | Senior Vice President |
Signature Page to the First Amendment to the Countrywide Credit Agreement
Royal Bank of Canada as Managing Administrative Agent
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| SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 19, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, ROYAL BANK OF CANADA, AS MANAGING ADMINISTRATIVE AGENT, COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES AND SOCIETE GENERALE, AS DOCUMENTATION AGENTS, BNP PARIBAS, AS SYNDICATION AGENT, BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT AND THE LENDERS PARTY THERETO | |||
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| NAME OF INSTITUTION: | |||
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| U.S. National Bank National Association, as a Lender | |||
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| By: | /s/ Douglas A. Rich |
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| Name: | Douglas A. Rich | |
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| Title: | Vice President |
Signature Page to the First Amendment to the Countrywide Credit Agreement
Royal Bank of Canada as Managing Administrative Agent
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| SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 19, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, ROYAL BANK OF CANADA, AS MANAGING ADMINISTRATIVE AGENT, COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES AND SOCIETE GENERALE, AS DOCUMENTATION AGENTS, BNP PARIBAS, AS SYNDICATION AGENT, BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT AND THE LENDERS PARTY THERETO | ||||
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| NAME OF INSTITUTION: | ||||
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| Calyon New York Branch, as a Lender | ||||
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| By: | /s/ Sebastian Rocco |
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| Name: | Sebastian Rocco | ||
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| Title: | Managing Director | ||
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| By: | /s/ W. Jay Buckley |
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| Name: | W. Jay Buckley | ||
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| Title: | Managing Director | ||
Signature Page to the First Amendment to the Countrywide Credit Agreement
Royal Bank of Canada as Managing Administrative Agent
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| SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 19, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, ROYAL BANK OF CANADA, AS MANAGING ADMINISTRATIVE AGENT, COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES AND SOCIETE GENERALE, AS DOCUMENTATION AGENTS, BNP PARIBAS, AS SYNDICATION AGENT, BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT AND THE LENDERS PARTY THERETO | |||
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| NAME OF INSTITUTION: | |||
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| FIFTH THIRD BANK, as a Lender | |||
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| By: | /s/ Gary Losey |
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| Name: | Gary S. Losey | |
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| Title: | AVP Relationship Manager |
Signature Page to the First Amendment to the Countrywide Credit Agreement
Royal Bank of Canada as Managing Administrative Agent
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| SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE CREDIT AGREEMENT, DATED AS OF NOVEMBER 19, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, ROYAL BANK OF CANADA, AS MANAGING ADMINISTRATIVE AGENT, COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES AND SOCIETE GENERALE, AS DOCUMENTATION AGENTS, BNP PARIBAS, AS SYNDICATION AGENT, BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT AND THE LENDERS PARTY THERETO | ||||
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| NAME OF INSTITUTION: | ||||
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| COOPERATIEVE CENTRALE RAIFEISSEN-BOERENLEENBANK B.A., RABOBANK INTERNATIONAL, NEW YORK BRANCH., as a | ||||
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| By: | /s/ Brett Delfino |
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| Name: | Brett Delfino | ||
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| Title: | Executive Director | ||
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| By: | /s/ Jocelyne Lallemand |
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| Name: | Jocelyne Lallemand | ||
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| Title: | Vice President | ||
Signature Page to the First Amendment to the Countrywide Credit Agreement
Royal Bank of Canada as Managing Administrative Agent