FIRST AMENDMENT

EXHIBIT 10.102

EXECUTION COPY

FIRST AMENDMENT

               FIRST AMENDMENT, dated as of May 11, 2005 (this “Amendment”), to the FIVE-YEAR CREDIT AGREEMENT, dated as of May 12, 2004, among Countrywide Home Loans, Inc., a New York corporation (“CHL”), Countrywide Financial Corporation, a Delaware corporation (“CFC”), the Lenders parties thereto (the “Lenders”), ABN AMRO Bank N.V. and Deutsche Bank Securities Inc., as Documentation Agents, (in such capacity, the “Documentation Agents”), Citicorp USA, Inc., as Syndication Agent (in such capacity, the “Syndication Agent”), Bank of America, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), and JPMorgan Chase Bank, N.A., as Managing Administrative Agent (in such capacity, “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 Five-Year Credit Agreement, dated as of May 12, 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 2.01(b) of the Credit Agreement. The second sentence of Section 2.01(b) of the Credit Agreement is hereby amended to read in its entirety as follows:

“Notwithstanding the foregoing, without the consent of the Required Lenders, (x) in no event shall the aggregate amount of the Commitments exceed $5,400,000,000 and (y) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $50,000,000.”

     3. 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.)”.

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     4. 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.

     5. 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.

     6. 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.

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

Signature Page to the First Amendment to the Countrywide Five-Year Credit Agreement
JPMorgan Chase Bank, N.A. as Managing Administrative Agent

		JPMORGAN CHASE BANK, N.A., as Managing
		Administrative Agent and a Lender
		By		/s/ Xxxxxxxxx X. Xxxxxxx
		Name		Xxxxxxxxx X. Xxxxxxx
		Title		Managing Director
				JPMorgan Chase Bank, N.A.

Signature Page to the First Amendment to the Countrywide Five-Year Credit Agreement
JPMorgan Chase Bank, N.A. as Managing Administrative Agent

		BANK OF AMERICA, N.A., as Administrative
		Agent and a Lender
		By		/s/ Xxxxxxxxx Xxxxxxxx
		Name		Xxxxxxxxx Xxxxxxxx
		Title		Senior Vice President

Signature Page to the First Amendment to the Countrywide Five-Year Credit Agreement
JPMorgan Chase Bank, N.A. as Managing Administrative Agent

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE FIVE-YEAR CREDIT AGREEMENT, DATED AS OF MAY 12, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES INC., AS DOCUMENTATION AGENTS, AND THE LENDERS PARTY THERETO

NAME OF INSTITUTION:

ABN AMRO Bank N.V., as a Lender

			By:	/s/ Xxxx X. Xxxxx		/s/ Xxxxxxx XxXxxxx
				Name: Xxxx X. Xxxxx		Xxxxxxx XxXxxxx
				Title: Director		Asst. Vice President

Signature Page to the First Amendment to the Countrywide Five-Year Credit Agreement
JPMorgan Chase Bank, N.A. as Managing Administrative Agent

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE FIVE-YEAR CREDIT AGREEMENT, DATED AS OF MAY 12, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES INC., AS DOCUMENTATION AGENTS, AND THE LENDERS PARTY THERETO

DEUTSCHE BANK AG NEW YORK BRANCH, as a

Lender

		By:		/s/ Xxxx X Xxxx
				Name: Xxxx X Xxxx
				Title: Director
		By:		/s/ Xxxx Xxxxxxxx
				Name: Xxxx Xxxxxxxx
				Title: Director

Signature Page to the First Amendment to the Countrywide Five-Year Credit Agreement
JPMorgan Chase Bank, N.A. as Managing Administrative Agent

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE FIVE-YEAR CREDIT AGREEMENT, DATED AS OF MAY 12, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES INC., AS DOCUMENTATION AGENTS, AND THE LENDERS PARTY THERETO

NAME OF INSTITUTION:

CITICORP USA, INC., as a Lender

		By:		/s/ Xxxx Xxxxx
				Name: Xxxx Xxxxx
				Title: Managing Direcotr

Signature Page to the First Amendment to the Countrywide Five-Year Credit Agreement
JPMorgan Chase Bank, N.A. as Managing Administrative Agent

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE FIVE-YEAR CREDIT AGREEMENT, DATED AS OF MAY 12, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES INC., AS DOCUMENTATION AGENTS, AND THE LENDERS PARTY THERETO

NAME OF INSTITUTION:

THE BANK OF NEW YORK, as a Lender

		By:		/s/ Xxxx Xxxxxxxx
				Name: Xxxx Xxxxxxxx
				Title: Vice President

Signature Page to the First Amendment to the Countrywide Five-Year Credit Agreement
JPMorgan Chase Bank, N.A. as Managing Administrative Agent

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE FIVE-YEAR CREDIT AGREEMENT, DATED AS OF MAY 12, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES INC., AS DOCUMENTATION AGENTS, AND THE LENDERS PARTY THERETO

NAME OF INSTITUTION:

BARCLAYS BANK PLC, as a Lender

		By:		/s/ Xxxxxx XxXxxxxx
				Name: Xxxxxx XxXxxxxx
				Title: Associate Director

Signature Page to the First Amendment to the Countrywide Five-Year Credit Agreement
JPMorgan Chase Bank, N.A. as Managing Administrative Agent

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE FIVE-YEAR CREDIT AGREEMENT, DATED AS OF MAY 12, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES INC., AS DOCUMENTATION AGENTS, AND THE LENDERS PARTY THERETO

Wachovia Bank, National Association:

Wachovia Bank, National Association, as a Lender

		By:		/s/ Xxxx Xxxxxxxx
				Name: Xxxx Xxxxxxxx
				Title: Director

Signature Page to the First Amendment to the Countrywide Five-Year Credit Agreement
JPMorgan Chase Bank, N.A. as Managing Administrative Agent

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE FIVE-YEAR CREDIT AGREEMENT, DATED AS OF MAY 12, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES INC., AS DOCUMENTATION AGENTS, AND THE LENDERS PARTY THERETO

NAME OF INSTITUTION:

BNP Paiibas, 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 Five-Year Credit Agreement
JPMorgan Chase Bank, N.A. as Managing Administrative Agent

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE FIVE-YEAR CREDIT AGREEMENT, DATED AS OF MAY 12, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES INC., AS DOCUMENTATION AGENTS, AND THE LENDERS PARTY THERETO

NAME OF INSTITUTION:

XXXXXX XXXXXXX BANK, as a Lender

		By:		/s/ Xxxxxx Xxxxxx
				Name: Xxxxxx Xxxxxx
				Title: Vice President
				Xxxxxx Xxxxxxx Bank

Signature Page to the First Amendment to the Countrywide Five-Year Credit Agreement
JPMorgan Chase Bank, N.A. as Managing Administrative Agent

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE FIVE-YEAR CREDIT AGREEMENT, DATED AS OF MAY 12, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES INC., AS DOCUMENTATION AGENTS, AND THE LENDERS PARTY THERETO

NAME OF INSTITUTION:

SOCIETE GENERALE, as a Lender

		By:		/s/ Xxxxx X. Xxxxxxx
				Name: Xxxxx X. Xxxxxxx
				Title: Managing Director

Signature Page to the First Amendment to the Countrywide Five-Year Credit Agreement
JPMorgan Chase Bank, N.A. as Managing Administrative Agent

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE FIVE-YEAR CREDIT AGREEMENT, DATED AS OF MAY 12, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES INC., AS DOCUMENTATION AGENTS, AND THE LENDERS PARTY THERETO

NAME OF INSTITUTION:

XXXXXXX STREET COMMITMENT CORPORATION

(Recourse only to assets of Xxxxxxx Street Commitment

Corporation), as a Lender

		By:		/s/ Manda D’Agata
				Name: Manda D’Agata
				Title: Assistant Vice President

Signature Page to the First Amendment to the Countrywide Five-Year Credit Agreement
JPMorgan Chase Bank, N.A. as Managing Administrative Agent

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE FIVE-YEAR CREDIT AGREEMENT, DATED AS OF MAY 12, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES INC., AS DOCUMENTATION AGENTS, AND THE LENDERS PARTY THERETO

NAME OF INSTITUTION:

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 Five-Year Credit Agreement
JPMorgan Chase Bank, N.A. as Managing Administrative Agent

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE FIVE-YEAR CREDIT AGREEMENT, DATED AS OF MAY 12, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES INC., AS DOCUMENTATION AGENTS, AND THE LENDERS PARTY THERETO

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 Five-Year Credit Agreement
JPMorgan Chase Bank, N.A. as Managing Administrative Agent

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE FIVE-YEAR CREDIT AGREEMENT, DATED AS OF MAY 12, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES INC., AS DOCUMENTATION AGENTS, AND THE LENDERS PARTY THERETO

NAME OF INSTITUTION:

HSBC Bank USA, N.A., as a Lender

		By:		/s/ Xxxx Xxxxx
				Name: Xxxx Xxxxx
				Title: Senior Vice President

Signature Page to the First Amendment to the Countrywide Five-Year Credit Agreement
JPMorgan Chase Bank, N.A. as Managing Administrative Agent

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE FIVE-YEAR CREDIT AGREEMENT, DATED AS OF MAY 12, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES INC., AS DOCUMENTATION AGENTS, 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 and Manager
		By:		/s/ Yangling Xxxxxx Si
				Name: Yangling Xxxxxx Si
				Title: AVP

Signature Page to the First Amendment to the CountrywideFive-Year Credit Agreement
JPMorgan Chase Bank, N.A. as Managing Administrative Agent

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE FIVE-YEAR CREDIT AGREEMENT, DATED AS OF MAY 12, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES INC., AS DOCUMENTATION AGENTS, AND THE LENDERS PARTY THERETO

NAME OF INSTITUTION:

DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, as a
Lender

		By:		/s/ Xxxxxx Xxxxx		/s/ X. Xxxxxx Beaudouin
				Name: Xxxxxx Xxxxx		X. Xxxxxx Xxxxxxxxx
				Title: Director		Director

Signature Page to the First Amendment to the CountrywideFive-Year Credit Agreement
JPMorgan Chase Bank, N.A. as Managing Administrative Agent

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE FIVE-YEAR CREDIT AGREEMENT, DATED AS OF MAY 12, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES INC., AS DOCUMENTATION AGENTS, AND THE LENDERS PARTY THERETO

NAME OF INSTITUTION:

KeyBank National Association, as a Lender

		By:		/s/ Xxxx X. Xxxxx
				Name: Xxxx X. Xxxxx
				Title: Vice President

Signature Page to the First Amendment to the CountrywideFive-Year Credit Agreement
JPMorgan Chase Bank, N.A. as Managing Administrative Agent

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE FIVE-YEAR CREDIT AGREEMENT, DATED AS OF MAY 12, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES INC., AS DOCUMENTATION AGENTS, 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 CountrywideFive-Year Credit Agreement
JPMorgan Chase Bank, N.A. as Managing Administrative Agent

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE FIVE-YEAR CREDIT AGREEMENT, DATED AS OF MAY 12, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES INC., AS DOCUMENTATION AGENTS, 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 CountrywideFive-Year Credit Agreement
JPMorgan Chase Bank, N.A. as Managing Administrative Agent

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE FIVE-YEAR CREDIT AGREEMENT, DATED AS OF MAY 12, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES INC., AS DOCUMENTATION AGENTS, AND THE LENDERS PARTY THERETO

NAME OF INSTITUTION:

Union Bank of California, N.A., as a Lender

		By:		/s/ Xxxxxxxxx Xxxxx
				Name: Xxxxxxxxx Xxxxx
				Title: Vice President

Signature Page to the First Amendment to the CountrywideFive-Year Credit Agreement
JPMorgan Chase Bank, N.A. as Managing Administrative Agent

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE FIVE-YEAR CREDIT AGREEMENT, DATED AS OF MAY 12, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES INC., AS DOCUMENTATION AGENTS, AND THE LENDERS PARTY THERETO

NAME OF INSTITUTION:

Norddeutsche Landesbank Girozentrale New York Branch and/or
Cayman Islands Branch, as a Lender

		By:		/s/ Xxxxxxx X. Xxxxxx		/s/ Xxxxxxxxxx Xxxxxx
				Name: Xxxxxxx X. Xxxxxx		Xxxxxxxxxx Xxxxxx
				Title: SVP		Assistant Vice President

Signature Page to the First Amendment to the CountrywideFive-Year Credit Agreement
JPMorgan Chase Bank, N.A. as Managing Administrative Agent

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF MAY 11, 2005, TO THE FIVE-YEAR CREDIT AGREEMENT, DATED AS OF MAY 12, 2004, AMONG COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, JPMORGAN CHASE BANK, AS MANAGING ADMINISTRATIVE AGENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, CITICORP USA, INC., AS SYNDICATION AGENT, AND ABN AMRO BANK N.V. AND DEUTSCHE BANK SECURITIES INC., AS DOCUMENTATION AGENTS, 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 CountrywideFive-Year Credit Agreement
JPMorgan Chase Bank, N.A. as Managing Administrative Agent