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
	By:	/s/ Xxxxxxxx X. Xxxxxxxx
	Name:	Xxxxxxxx X. Xxxxxxxx
	Title:	Senior Managing Director and Treasurer
	COUNTRYWIDE HOME LOANS, INC.,
	a New York corporation
	By:	/s/ Xxxxxxxx X. Xxxxxxxx
	Name:	Xxxxxxxx X. Xxxxxxxx
	Title:	Senior Managing Director and Treasurer

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
	By:	/s/ Xxxxx Xxxxxxxx
	Name:	Xxxxx Xxxxxxxx
	Title:	Manager, Agency
	ROYAL BANK OF CANADA, as a Lender
	By:	/s/ Xxxxxx Xxx
	Name:	Xxxxxx Xxx
	Title:	Authorized Signatory

Signature Page to the First Amendment to the Countrywide Credit Agreement

Royal Bank of Canada as Managing Administrative Agent

		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
		NAME OF INSTITUTION:
		BARCLAYS BANK PLC, as a Lender
			By:	/s/ Xxxxxx X. XxXxxxxx
			Name:	Xxxxxx X. XxXxxxxx
			Title:	Associate Director

Signature Page to the First Amendment to the Countrywide Credit Agreement

Royal Bank of Canada as Managing Administrative Agent

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

Signature Page to the First Amendment to the Countrywide Credit Agreement

Royal Bank of Canada as Managing Administrative Agent

		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
		NAME OF INSTITUTION:
		BNP Paribas, as a Lender
			By:	/s/ Pierre Xxxxxxxx Xxxxxx
			Name:	Pierre Xxxxxxxx Xxxxxx
			Title:	Managing Director
			By:	/s/ Xxxxx Xxxxxx
			Name:	Xxxxx Xxxxxx
			Title:	Managing Director

Signature Page to the First Amendment to the Countrywide Credit Agreement

Royal Bank of Canada as Managing Administrative Agent

		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
		NAME OF INSTITUTION:
		COMMERZBANK AG, New York AND
		GRAND CAYMAN BRANCHES, as a Lender
			By:	/s/ Christian Jagenberg
			Name:	Christian Jagenberg
			Title:	SVP & Manager
			By:	/s/ Yangling Xxxxxx Si
			Name:	Yangling Xxxxxx Si
			Title:	AVP

Signature Page to the First Amendment to the Countrywide Credit Agreement

Royal Bank of Canada as Managing Administrative Agent

		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
		NAME OF INSTITUTION:
		Lloyds TSB Bank, plc, as a Lender
			By:	/s/ Xxxxxxx X. Xxxxxxxx
			Name:	Xxxxxxx X. Xxxxxxxx
			Title:	Director, Financial Institutions, USA
			By:	/s/ Xxxxx X. Xxxx
			Name:	Xxxxx X. Xxxx
			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

		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
		NAME OF INSTITUTION:
		DRESDNER BANK AG, NEW YORK AND
		GRAND CAYMAN BRANCHES, as a Lender
			By:	/s/ Xxxxxx Xxxxx
			Name:	Xxxxxx Xxxxx
			Title:	Director
			By:	/s/ X. Xxxxxx Xxxxxxxxx
			Name:	X. Xxxxxx Beaudouin
			Title:	Director

Signature Page to the First Amendment to the Countrywide Credit Agreement

Royal Bank of Canada as Managing Administrative Agent

		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
		NAME OF INSTITUTION:
		The Bank of Nova Scotia, as a Lender
			By:	/s/ Xxxx Xxxxxx
			Name:	Xxxx Xxxxxx
			Title:	Managing Director

Signature Page to the First Amendment to the Countrywide Credit Agreement

Royal Bank of Canada as Managing Administrative Agent

		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
		NAME OF INSTITUTION:
		BAYERISCHE HYPO UND VEREINSBANK AG, as a Lender
			By:	/s/ Xxxxx Xxxxxx
			Name:	Xxxxx Xxxxxx
			Title:	Director
			By:	/s/ Xxxxxxx Xxxxx
			Name:	Xxxxxxx Xxxxx
			Title:	Director

Signature Page to the First Amendment to the Countrywide Credit Agreement

Royal Bank of Canada as Managing Administrative Agent

		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
		NAME OF INSTITUTION:
		BAYERISCHE LANDESBANK, as a Lender
			By:	/s/ Xxxxx Xxx
			Name:	Xxxxx Xxx
			Title:	Vice President
			By:	/s/ Xxxxxx XxXxxxx
			Name:	Xxxxxx XxXxxxx
			Title:	First Vice President

Signature Page to the First Amendment to the Countrywide Credit Agreement

Royal Bank of Canada as Managing Administrative Agent

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

Signature Page to the First Amendment to the Countrywide Credit Agreement

Royal Bank of Canada as Managing Administrative Agent

		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
		NAME OF INSTITUTION:
		HSBC BANK USA, NATIONAL ASSOCIATION, as a Lender
			By:	/s/ Xxxx X. Xxxxx
			Name:	Xxxx X. Xxxxx
			Title:	Senior Vice President

Signature Page to the First Amendment to the Countrywide Credit Agreement

Royal Bank of Canada as Managing Administrative Agent

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

Signature Page to the First Amendment to the Countrywide Credit Agreement

Royal Bank of Canada as Managing Administrative Agent

		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
		NAME OF INSTITUTION:
		Greenwich Capital Markets, Inc., as agent for The Royal Bank of Scotland plc, as a Lender
			By:	/s/ Xxxxxx Xxxxxx
			Name:	Xxxxxx Xxxxxx
			Title:	Senior Vice President

Signature Page to the First Amendment to the Countrywide Credit Agreement

Royal Bank of Canada as Managing Administrative Agent

		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
		NAME OF INSTITUTION:
		Societe Generale, as a Lender
			By:	/s/ Xxxxx Xxxxxxx
			Name:	Xxxxx Xxxxxxx
			Title:	Managing Director

Signature Page to the First Amendment to the Countrywide Credit Agreement

Royal Bank of Canada as Managing Administrative Agent

		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
		NAME OF INSTITUTION:
		WestLB AG, New York Branch, as a Lender
			By:	/s/ Xxxxxx Xxxxxxx
			Name:	Xxxxxx Xxxxxxx
			Title:	Executive Director
			By:	/s/ Xxxxxxx Xxxx Xxx
			Name:	Xxxxxxx Xxxx Xxx
			Title:	Executive Director

Signature Page to the First Amendment to the Countrywide Credit Agreement

Royal Bank of Canada as Managing Administrative Agent

		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
		NAME OF INSTITUTION:
		Mizuho Corporate Bank, Ltd., as a Lender
			By:	/s/ Xxxxxx Xxxxxxxxx
			Name:	Xxxxxx Xxxxxxxxx
			Title:	Senior Vice President

Signature Page to the First Amendment to the Countrywide Credit Agreement

Royal Bank of Canada as Managing Administrative Agent

		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
		NAME OF INSTITUTION:
		U.S. National Bank National Association, as a Lender
			By:	/s/ Xxxxxxx X. Xxxx
			Name:	Xxxxxxx X. Xxxx
			Title:	Vice President

Signature Page to the First Amendment to the Countrywide Credit Agreement

Royal Bank of Canada as Managing Administrative Agent

		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
		NAME OF INSTITUTION:
		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

Signature Page to the First Amendment to the Countrywide Credit Agreement

Royal Bank of Canada as Managing Administrative Agent

		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
		NAME OF INSTITUTION:
		FIFTH THIRD BANK, as a Lender
			By:	/s/ Xxxx Xxxxx
			Name:	Xxxx X. Xxxxx
			Title:	AVP – Relationship Manager

Signature Page to the First Amendment to the Countrywide Credit Agreement

Royal Bank of Canada as Managing Administrative Agent

		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
		NAME OF INSTITUTION:
		COOPERATIEVE CENTRALE RAIFEISSEN-BOERENLEENBANK B.A., “RABOBANK INTERNATIONAL”, NEW YORK BRANCH., as a Lender
			By:	/s/ Xxxxx Xxxxxxx
			Name:	Xxxxx Xxxxxxx
			Title:	Executive Director
			By:	/s/ Xxxxxxxx Xxxxxxxxx
			Name:	Xxxxxxxx Xxxxxxxxx
			Title:	Vice President

Signature Page to the First Amendment to the Countrywide Credit Agreement

Royal Bank of Canada as Managing Administrative Agent