Exhibit 99.1
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COUNTRYWIDE HOME LOANS, INC.
a Seller
COUNTRYWIDE LFT LLC
a Seller
PARK MONACO INC.
a Seller
CWHEQ, INC.
Purchaser
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AMENDMENT NO. 1
Dated as of November 30, 2005
to the PURCHASE AGREEMENT
Dated as of September 29, 2005
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REVOLVING HOME EQUITY LOAN ASSET BACKED NOTES
Series 2005-F
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This AMENDMENT NO. 1, dated as of November 30, 2005 (this "Amendment"),
to the Purchase Agreement between COUNTRYWIDE HOME LOANS, INC., a New York
corporation, as a seller ("CHL" or a "Seller"), COUNTRYWIDE LFT LLC, a
Delaware limited liability company, as a seller ("CLFT" or a "Seller"), PARK
MONACO INC., a Delaware corporation, as a seller ("Park Monaco" or a "Seller,"
and together with CHL and CLFT, the "Sellers"), and CWHEQ, INC., a Delaware
corporation (the "Purchaser");
W I T N E S S E T H :
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WHEREAS, the Sellers and the Purchaser entered into a Purchase
Agreement, dated as of September 29, 2005 (the "Purchase Agreement"); and
WHEREAS, Section 7.01 of the Purchase Agreement provides that the
Purchase Agreement may be amended by the Sellers and the Purchaser, with
written consent of the Credit Enhancer; and
WHEREAS, the Sellers and the Purchaser desire to amend the Purchase
Agreement to add certain representations and warranties, and the Credit
Enhancer consents to this amendment; and
WHEREAS, the Sale and Servicing Agreement of even date with the Purchase
Agreement (the "Sale and Servicing Agreement"), among the Purchaser, as
depositor, CHL, as sponsor and master servicer, CWHEQ Revolving Home Equity
Loan Trust, Series 2005-F (the "Trust"), and JPMorgan Chase Bank, N.A., as
indenture trustee (the "Indenture Trustee"), incorporates by reference the
representations and warranties made in the Purchase Agreement, and the parties
to the Sale and Servicing Agreement consent to this Amendment in the Consent
to Amendment attached as Schedule A;
NOW, THEREFORE, the parties agree as follows.
SECTION 1. Defined terms.
All capitalized terms used in this Amendment without definition have the
meanings given to them in the Purchase Agreement.
SECTION 2. Amendment.
Effective as of the date of the Purchase Agreement, Section 3.02(a) of
the Purchase Agreement is amended by adding the following subsection after
Section 3.02(a)(64):
(65) With respect to any Mortgage Loan in Loan Group 1 originated
from August 1, 2004 through April 30, 2005, if the related mortgage or
the related Mortgage Note, or any document relating to the loan
transaction, contains a mandatory arbitration clause (that is, a clause
that requires the borrower to submit to arbitration to resolve any
dispute arising out of or relating in any way to the mortgage loan
transaction), CHL (i) will notify the related borrower in writing within
60 days after the issuance of the Notes (or, with respect to mortgage
loans transferred to the Trust after the date of the issuance of the
Notes, 60 days after the date of transfer), that none of the related
Seller, the Servicer or any subsequent party that acquires an interest
in the loan or services it will enforce such
arbitration clause against the borrower, but that the borrower will
continue to have the right to submit a dispute to arbitration and (ii)
will place a copy of such notice in the Mortgage File; with respect to
any Mortgage Loan in Loan Group 1 originated on or after May 1, 2005,
neither the related mortgage nor the related Mortgage Note requires the
borrower to submit to arbitration to resolve any dispute arising out of
or relating in any way to the mortgage loan transaction.
SECTION 3. Effect of Amendment.
Upon execution of this Amendment, the Purchase Agreement shall be
amended in accordance with this Amendment and the respective rights and
obligations of each Seller and the Purchaser, shall hereafter be subject in
all respects to this Amendment, and all the terms of this Amendment shall be
part of the Purchase Agreement for all purposes. Except as expressly amended
by this Amendment, the Purchase Agreement is in all respects ratified and
confirmed, and remains in full force.
SECTION 4. Binding Effect.
This Amendment shall bind and inure to the benefit of each Seller, the
Purchaser, the Trust, the Indenture Trustee, and the Credit Enhancer.
SECTION 5. Governing Law.
THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS PROVISIONS THAT WOULD
RESULT IN THE APPLICATION OF THE LAWS OF ANOTHER STATE.
SECTION 6. Severability of Provisions.
Any provisions of this Amendment that are invalid for any reason or
unenforceable in any jurisdiction shall, as to that jurisdiction, be
ineffective to the extent of the invalidity or unenforceability without
invalidating the remaining provisions of this Amendment, and the prohibition
or unenforceability in a jurisdiction shall not invalidate or render
unenforceable that provision in any other jurisdiction.
SECTION 7. Counterparts.
This Amendment may be executed in any number of copies, and by the
different parties on the same or separate counterparts, each of which shall be
considered to be an original instrument. Any signature page to this Amendment
containing a manual signature may be delivered by facsimile transmission or
other electronic communication device capable of transmitting or creating a
printable written record, and when so delivered shall have the effect of
delivery of an original manually signed signature page.
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IN WITNESS WHEREOF, the Sellers and the Purchaser have caused this
Amendment to be duly executed by their respective officers as of the day and
year first above written.
CWHEQ, INC.
as Purchaser
By: /s/ Xxxx Xxxxxxx, Xx.
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Name: Xxxx Xxxxxxx, Xx.
Title: Vice President
COUNTRYWIDE HOME LOANS, INC.
as a Seller
By: /s/ Xxxx Xxxxxxx, Xx.
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Name: Xxxx Xxxxxxx, Xx.
Title: Senior Vice President
COUNTRYWIDE LFT LLC
as a Seller
By: /s/ Xxxx Xxxxxxx, Xx.
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Name: Xxxx Xxxxxxx, Xx.
Title: Senior Vice President
PARK MONACO INC.
as a Seller
By: /s/ Xxxx Xxxxxxx, Xx.
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Name: Xxxx Xxxxxxx, Xx.
Title: Senior Vice President
Consented to by:
AMBAC ASSURANCE CORPORATION
as Credit Enhancer
By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: Managing Director
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Schedule A
CONSENT TO AMENDMENT
The parties to the Sale and Servicing Agreement hereby consent to
Amendment no. 1 dated as of November 30, 2005 to the Purchase Agreement dated
as of September 29, 2005 and agree to the changes it makes to the Sale and
Servicing Agreement by their respective officers as of the day and year first
above written.
CWHEQ, INC
as Depositor
By: /s/ Xxxx Xxxxxxx, Xx.
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Name: Xxxx Xxxxxxx, Xx.
Title: Vice President
COUNTRYWIDE HOME LOANS, INC.
as Sponsor and Master Servicer
By: /s/ Xxxx Xxxxxxx, Xx.
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Name: Xxxx Xxxxxxx, Xx.
Title: Senior Vice President
JPMORGAN CHASE BANK, N.A.
as Indenture Trustee
By: /s/ Xxxxx X. Xxxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxxx
Title: Attorney-In-Fact
CWHEQ REVOLVING HOME EQUITY
LOAN TRUST, SERIES 2005-F
By: WILMINGTON TRUST COMPANY, not in its
individual capacity but solely as Owner
Trustee
By: /s/ Xxxx Xxx Xxxxxxx
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Name: Xxxx Xxx Xxxxxxx
Title: Assistant Vice President
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