TERMINATION AND REPLACEMENT AGREEMENT

EXHIBIT 10.1

EXECUTION COPY

TERMINATION AND REPLACEMENT
AGREEMENT

          TERMINATION AND REPLACEMENT AGREEMENT (this “TR Agreement”) dated as of November 19, 2004, among Countrywide Home Loans, Inc. (the “Borrower”), Countrywide Financial Corporation, the financial institutions listed in Annex I hereto under the captions “Continuing Lenders” (the “Continuing Lenders”) and “Additional Lenders” (the “Additional Lenders”, and together with the Continuing Lenders, 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 (the “Managing Administrative Agent”). Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the New Credit Agreement (as defined below).

W I T N E S S E T H:

          WHEREAS, the Borrower, the Continuing Lenders and certain other financial institutions, the Documentation Agents, the Syndication Agent, the Administrative Agent and the Managing Administrative Agent are parties to the Credit Agreement, dated as of May 12, 2004 (the “Original Credit Agreement”);

          WHEREAS, the Original Credit Agreement is to be terminated as provided herein; and

          WHEREAS, the Continuing Lenders and the Additional Lenders are willing, subject to the terms and conditions of this TR Agreement, to replace the Original Credit Agreement with a new credit agreement as provided herein;

          NOW THEREFORE, in consideration of the mutual agreements contained in this TR Agreement and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto hereby agree as follows:

     1. Termination and Replacement. Subject to the conditions set forth in Section 2 hereof:

     (i) The Original Credit Agreement, including all schedules and exhibits thereto, is hereby terminated, subject to the applicable provisions set forth therein as to the survival of certain rights and obligations, and simultaneously replaced by a new credit agreement (the “New Credit Agreement”) identical in form and substance to the Original Credit Agreement, except as expressly set forth below.

     (ii) The heading of the New Credit Agreement shall read as follows:

     “THIS CREDIT AGREEMENT dated as of November 19, 2004 among COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, COMMERZBANK AG, NEW YORK and GRAND CAYMAN BRANCHES and SOCIETE GENERALE, as Documentation Agents,

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BNP PARIBAS, as Syndication Agent, the LENDERS party hereto, BARCLAYS BANK PLC, as Administrative Agent, and ROYAL BANK OF CANADA, as Managing Administrative Agent.”

     (iii) The New Credit Agreement is hereby amended by deleting all references to the date “May 12, 2004” therein and by substituting in lieu thereof the date “November 19, 2004”.

     (iv) Section 1.01 of the New Credit Agreement is hereby amended by deleting therefrom the definitions of the following defined terms in their entirety and substituting in lieu thereof the following definitions:

     “Commitment Termination Date” means November 18, 2005.

     “Effective Date” has the meaning assigned to such term in Section 2 of the TR Agreement.”

     “Term-Out Maturity Date” means, if so selected by the Borrower pursuant to Section 2.09(a), November 17, 2006.

     (v) Section 1.01 of the New Credit Agreement is hereby amended by adding the following definition in proper alphabetical order:

     “TR Agreement” means the Termination and Replacement Agreement dated as of November 19, 2004, among the Borrower, CFC, the Lenders and the Agents.

     (vi) Section 2.01(b) of the New Credit Agreement is hereby amended by inserting the word “and” immediately before clause (y) thereof and by deleting the words “and (z) no more than three Increased Facility Closing Dates may be selected by the Borrower after the Effective Date” in their entirety.

     (vii) Section 2.11(b) of the New Credit Agreement is hereby amended by deleting the reference to “June 30, 2004” and substituting in lieu thereof “December 30, 2004”.

     (viii) Section 3.04 of the New Credit Agreement is hereby amended by adding “and September 30, 2004” after “March 31, 2004” in sections 3.04(a)(ii) and 3.04(b)(ii).

     (ix) Schedule 2.01 of the New Credit Agreement is hereby amended by replacing such schedule in its entirety with Schedule 2.01 attached hereto.

     (x) Schedule 2.05 of the New Credit Agreement is hereby amended by replacing such schedule in its entirety with Schedule 2.05 attached hereto.

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     2. Conditions to Effectiveness. This TR Agreement shall be effective on the date on which all of the following conditions precedent have been satisfied (or waived in accordance with Section 10.02 of the New Credit Agreement) (the “Effective Date”):

     (i) The Managing Administrative Agent (or its counsel) shall have received from each party hereto either (a) a counterpart of this TR Agreement signed on behalf of such party or (b) written evidence satisfactory to the Managing Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.

     (ii) The Managing Administrative Agent shall have received a favorable written opinion (addressed to the Managing Administrative Agent and the Lenders and dated the Effective Date) of Xxxxx X. Bow, Managing Director, General Counsel, Corporate and Securities, and Corporate Secretary of CFC and CHL, substantially in the form of Exhibit C to the New Credit Agreement, and covering such other matters relating to CFC, CHL, this TR Agreement, the New Credit Agreement, the other Loan Documents or the Transactions as the Required Lenders shall reasonably request.

     (iii) The Managing Administrative Agent shall have received such documents and certificates as the Managing Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of CFC and CHL.

     (iv) The Managing Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date in connection with the transaction contemplated hereby, including, reasonable costs and out-of-pocket expenses required to be reimbursed or paid by CFC or CHL hereunder.

     3. Representations and Warranties. Each of the Borrower and CFC represents and warrants to the Lenders that (i) no Default or Event of Default exists on the Effective Date and (ii) each of the representations and warranties made by the Borrower and CFC pursuant to the New Credit Agreement are true and correct in all material respects on and as of the Effective Date.

     4. Expenses. The Borrower agrees to pay and reimburse the Managing Administrative Agent for all its reasonable costs and out-of-pocket expenses incurred in connection with the preparation and delivery of this TR Agreement, including, without limitation, the reasonable fees and disbursements of counsel to the Managing Administrative Agent.

     5. GOVERNING LAW. THIS TR AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

     6. Execution in Counterparts. This TR Agreement may be executed by one or more of the parties to this TR Agreement on any number of separate counterparts (including by facsimile), and all of said counterparts taken together shall be deemed to constitute one and the

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same instrument. A set of the copies of this TR Agreement signed by all the parties shall be lodged with the Borrower and the Managing Administrative Agent.

          IN WITNESS WHEREOF, the parties hereto have caused this TR Agreement to be executed as of the day and year first above written.

		COUNTRYWIDE HOME LOANS, INC.
		By		/s/ Xxxxxxxx X. Xxxxxxxx
		Name:		Xxxxxxxx X. Xxxxxxxx
		Title:		Managing Director & Treasurer
		COUNTRYWIDE FINANCIAL CORPORATION
		By		/s/ Xxxxxxxx X. Xxxxxxxx
		Name:		Xxxxxxxx X. Xxxxxxxx
		Title:		Managing Director & Treasurer

		ROYAL BANK OF CANADA, as Managing Administrative Agent
		By		/s/ Xxxx Xxxxxx
		Name:		Xxxx Xxxxxx
		Title:		Manager, Agency
		ROYAL BANK OF CANADA, as a Lender
		By		/s/ Xxxxxx Xxx
		Name:		Xxxxxx Xxx
		Title:		Authorized Signatory

		BARCLAYS BANK PLC, as Administrative Agent and as a Lender
		By		/s/ Xxxxxx X. XxXxxxxx
		Name:		Xxxxxx X. XxXxxxxx
		Title:		Associate Director

		CREDIT SUISSE FIRST BOSTON ACTING THROUGH ITS CAYMAN ISLANDS BRANCH, as a Lender
		By		/s/ Xxx Xxxxx
		Name:		Xxx Xxxxx
		Title:		Director
		By		/s/ Xxxxxxx X. Xxxxxxxx
		Name:		Xxxxxxx X. Xxxxxxxx
		Title:		Associate

		BNP PARIBAS, as Syndication Agent and as a Lender
		By		/s/ Pierre Xxxxxxxx Xxxxxx
		Name:		Pierre Xxxxxxxx Xxxxxx
		Title:		Managing Director
		By		/s/ Xxxxxx X. Xxxxxxx
		Name:		Xxxxxx X. Xxxxxxx
		Title:		Vice President

		COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, as a Documentation Agent and as a Lender
		By		/s/ Xxxxxx Xxxxxxxxxxx
		Name:		Xxxxxx Xxxxxxxxxxx
		Title:		SVP
		By		/s/ Yangling Xxxxxx Si
		Name:		Yangling Xxxxxx Si
		Title:		AVP

		LLOYDS TSB BANK PLC, as a Lender
		By		/s/ Xxxxx X. Xxxx
		Name:		Xxxxx X. Xxxx
		Title:		Vice President
				Financial Institutions, USA
				R091
		By		/s/ Xxxxxxx Xxxxx
		Name:		Xxxxxxx Xxxxx
		Title:		Assistant Vice President
				Financial Institutions, USA
				B059

		SOCIÉTÉ GÉNÉRALE, as a Documentation Agent and as a Lender
		By		/s/ Xxxxx X. Xxxxxxxx
		Name:		Xxxxx X. Xxxxxxxx
		Title:		Managing Director

		DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, as a Lender
		By		/s/ X. Xxxxxx Beaudouin
		Name:		X. Xxxxxx Xxxxxxxxx
		Title:		Director
		By		/s/ Xxxx van der Griend
		Name:		Xxxx van der Griend
		Title:		Managing Director

		THE BANK OF NOVA SCOTIA, as a Lender
		By		/s/ Xxxx X. Xxxxxx
		Name:		Xxxx X. Xxxxxx
		Title:		Managing Director

		CITICORP USA, INC., as a Lender
		By		/s/ Xxxx Xxxxx
		Name:		Xxxx Xxxxx
		Title:		Managing Director

		HSBC BANK USA, as a Lender
		By		/s/ Xxxx Xxxxx
		Name:		Xxxx Xxxxx
		Title:		SVP

		XXXXXX BROTHERS BANK, FSB, as a Lender
		By		/s/ Xxxxxx X. Xxxxxx
		Name:		Xxxxxx X. Xxxxxx
		Title:		Authorized Signatory

		THE ROYAL BANK OF SCOTLAND PLC, as a Lender
		By		/s/ Xxxxx Xxxxxxxx
		Name:		Xxxxx Xxxxxxxx
		Title:		Managing Director

		WEST LB AG, NEW YORK BRANCH, as a Lender
		By		/s/ Xxxxxx Xxxxxxx
		Name:		Xxxxxx Xxxxxxx
		Title:		Executive Director
		By		/s/ Xxxxx Xxxxxxx
		Name:		Xxxxx Xxxxxxx
		Title:		Executive Director

		BAYERISCHE LANDESBANK, CAYMAN ISLANDS BRANCH, as a Lender
		By		/s/ Xxxxxx X. Xxxxxxxx
		Name:		Xxxxxx X. Xxxxxxxx
		Title:		First Vice President
		By		/s/ Xxxxxx XxXxxxx
		Name:		Xxxxxx XxXxxxx
		Title:		First Vice President

		BAYERISCHE HYPO UND VEREINSBANK AG, NEW YORK BRANCH, as a Lender
		By		/s/ Xxxx X. Xxxxx
		Name:		Xxxx X. Xxxxx
		Title:		Director
		By		/s/ Xxxxxxx Xxxxxx
		Name:		Xxxxxxx Xxxxxx
		Title:		Managing Director, HVB Group

		MIZUHO CORPORATE BANK, LTD, as a Lender
		By		/s/ Xxxxxx Xxxxxxxxx
		Name:		Xxxxxx Xxxxxxxxx
		Title:		Senior Vice President

		US BANK, NATIONAL ASSOCIATION, as a Lender
		By		/s/ Xxxxxxx X. Xxxx
		Name:		Xxxxxxx X. Xxxx
		Title:		Vice President

		CALYON NEW YORK BRANCH, as a Lender
		By		/s/ Xxxxxxxxx Xxxxx
		Name:		Xxxxxxxxx Xxxxx
		Title:		Managing Director
		By		/s/ W. Xxx Xxxxxxx
		Name:		W. Xxx Xxxxxxx
		Title:		Managing Director

		BANK OF HAWAII, as a Lender
		By		/s/ Xxxxx X. Xx
		Name:		Xxxxx X. Xx
		Title:		Assistant Vice President

		FIFTH THIRD BANK, as a Lender
		By		/s/ Xxxxx X. X. Xxxxx
		Name:		Xxxxx X. X. Xxxxx
		Title:		Vice President

ANNEX I

Replacement Commitment Schedule

Continuing Lenders

Royal Bank of Canada
Barclays Bank PLC
BNP Paribas
Commerzbank AG, New York and Grand Cayman Branches
Lloyds TSB Bank PLC
Dresdner Bank AG, New York Branch
The Bank of Nova Scotia
Citicorp USA, Inc.
HSBC Bank USA
Xxxxxx Brothers Bank FSB
The Royal Bank of Scotland PLC
Société Générale
West LB AG, New York Branch
Mizuho Corporate Bank, Ltd
US Bank, National Association
Calyon New York Branch
Bank of Hawaii
Fifth Third Bank
Bayerische Landesbank, Cayman Islands Branch

Additional Lenders

Bayerische Hypo-und and Vereinsbank AG, New York Branch

Credit Suisse First Boston, acting through its Cayman Islands Branch

SCHEDULE 2.01

COMMITMENTS

Lenders		Commitment
Royal Bank of Canada		$	150,000,000.00
Barclays Bank PLC		$	200,000,000.00
Credit Suisse First Boston, acting through its Cayman Islands Branch		$	200,000,000.00
BNP Paribas		$	175,000,000.00
Commerzbank AG, New York and Grand Cayman Branches		$	175,000,000.00
Lloyds TSB Bank PLC		$	175,000,000.00
Dresdner Bank AG, New York Branch		$	150,000,000.00
The Bank of Nova Scotia		$	100,000,000.00
Bayerische Hypo-und and Vereinsbank AG, New York Branch		$	100,000,000.00
Bayerische Landesbank, Cayman Islands Branch		$	100,000,000.00
Citicorp USA, Inc.		$	100,000,000.00
HSBC Bank USA		$	100,000,000.00
Xxxxxx Brothers Bank FSB		$	100,000,000.00
The Royal Bank of Scotland PLC		$	100,000,000.00
Société Générale		$	100,000,000.00
West LB AG, New York Branch		$	100,000,000.00
Mizuho Corporate Bank, Ltd		$	50,000,000.00
US Bank, National Association		$	50,000,000.00
Calyon New York Branch		$	25,000,000.00
Bank of Hawaii		$	25,000,000.00
Fifth Third Bank		$	25,000,000.00
TOTAL		$	2,300,000,000.00

SCHEDULE 2.05

SWINGLINE COMMITMENTS

Lenders		Swingline Commitment
Barclays Bank PLC		$	200,000,000.00
BNP Paribas		$	175,000,000.00
Commerzbank AG, New York and Grand Cayman Branches		$	175,000,000.00
Royal Bank of Canada		$	150,000,000.00
Citicorp USA, Inc.		$	100,000,000.00
Société Générale		$	100,000,000.00
TOTAL		$	900,000,000.00