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EXHIBIT 4.49
SUPPLEMENTAL NOTE DEED POLL
Details
INTERPRETATION - definitions are at the end of the General terms
PARTIES ISSUER
- ------------------- --------------------------------------------------------
ISSUER Name COUNTRYWIDE HOME LOANS, INC.
Address 4500 Park Granada
Calabasas CA 91302
United States of America
RECITALS A Countrywide Home Loans, Inc. entered into a Note
Deed Poll dated 11 October 2001 ("NOTE DEED POLL")
relating to the Countrywide Home Loans, Inc.
programme ("PROGRAMME") for the issuance of medium
term notes ("NOTES").
B The parties wish to amend the terms of the Note
Deed Poll to reflect certain technical changes.
GOVERNING LAW New South Wales
DATE OF AGREEMENT 23 April 2004
SUPPLEMENTAL NOTE DEED POLL
General terms
1 EFFECTIVE DATE
The amendments specified in this agreement become effective on the
date ("EFFECTIVE DATE") upon which this agreement is signed by the
parties to it.
2 AMENDMENT OF NOTE DEED POLL
With effect from and including the Effective Date, the Note Deed
Poll is amended as set out below and applies to each of the parties
to this deed as though they were original signatories to it:
GENERAL
(a) All references to "Corporations Law" are deleted and replaced
with a reference to "Corporations Act."
(b) All references to the number "A$2,000,000,000" are deleted and
replaced with the number "A$3,500,000,000."
SCHEDULE 1
(a) In the definition of Agency Services Agreement in condition
1.1, delete the words "Agency Services Agreement" and replace
with "Agency and Registry Agreement", delete the words "11
October 2001" and replace with the words "22 November 2001"
and insert the words "the Guarantor," after the words "the
Issuer,".
(b) The definition of Corporations Law in condition 1.1 is deleted
and replaced with "Corporations Act means the Corporations Act
2001 of Australia."
(c) In the definition of Guarantor in condition 1.1, delete the
words "Countrywide Credit Industries, Inc." and replace with
the words "Countrywide Financial Corporation (formerly known
as Countrywide Credit Industries, Inc.)."
(d) In the definition of Note Deed Poll in condition 1.1, insert
the words "(as amended on or about 23 April 2004)" immediately
following the words "11 October 2001."
(e) In the definition of Paying Agent in condition 1.1, delete the
words "Computershare Investor Services Pty Limited (ABN 48 078
279 277)" and replace with the words " JPMorgan Chase Bank,
Sydney Branch (ABN 43 074 112 011)" and insert the words
"issuing, certificate collection, bearer note conversion or"
immediately following the words "replacement or additional."
(f) In the definition of Registrar in condition 1.1, delete the
words "Computershare Investor Services Pty Limited (ABN 48 078
279 277)" and replace with the words " JPMorgan Chase Bank,
Sydney Branch (ABN 43 074 112 011)."
(g) On line 2 of condition 7.1(b), delete the word "on" and
replace with the word "or".
(h) On line 14 of condition 7.1(c), delete the number
"U.S.$10,000,000" and replace with the amount
"U.S.$100,000,000".
(i) In condition 9.1, delete all text from "(a) any tax or duty
which would not have been so imposed but for..." to
"beneficiary, settlor, member or beneficial owner been the
Noteholder of such Note" and replace with:
"(a) any tax, assessment or other governmental charge that is
imposed or withheld solely by reason of the holder of a
Note or Coupon (a "HOLDER"), or a fiduciary, settler,
beneficiary, member or shareholder of such holder being
considered as:
(i) being or having been present or engaged in a trade
or business in the United States or having had a
permanent establishment in the United States of
America;
(ii) having a current or former relationship with the
United States of America, including a relationship
as a citizen or resident thereof;
(iii) being or having been a foreign or domestic
personal holding company, a passive foreign
investment company or a controlled foreign
corporation with respect to the United States of
America or a corporation that has accumulated
earnings to avoid United States federal income
tax;
(iv) being or having been a "10-percent shareholder" of
all classes of stock of the Issuer or, as the case
may be, the Guarantor as defined in section
871(h)(3) of the United States Internal Revenue
Code of 1986, as amended (the "Code") or any
successor provision; or
(v) being a bank receiving payments on an extension of
credit made pursuant to a loan agreement entered
into the ordinary course of its trade or business;
(b) any Holder that is not the sole beneficial owner of a
Note or Coupon or that is a fiduciary or partnership,
but only to the extent that a beneficiary or settler
with respect to the fiduciary, a beneficial owner or a
member of the partnership would not have been entitled
to the payment of an additional amount had such
beneficiary, settler, beneficial owner or
member received directly its beneficial or distributive
share of the payment;
(c) any tax, assessment or other governmental charge that is
imposed otherwise or withheld solely by reason of a
failure of the Holder or any other person to comply with
certification, identification or information reporting
requirements concerning the nationality, residence,
identity or connection with the United States of America
of the Holder or beneficial owner of such Note or
Coupon, if compliance is required by statute, by
regulation or the United States Treasury Department or
by an applicable income tax treaty to which the United
States of America is a party as a precondition to
exemption from such tax, assessment or other
governmental charge;
(d) any tax, assessment or other governmental charge that is
imposed other than by withholding from a Note or Coupon;
(e) any tax, assessment or other governmental charge that
would not have been so imposed but for the presentation
or surrender by the Holder for payment on a date more
than 30 days after the Relevant Date except to the
extent that the Holder would have been entitled to an
additional amount on presenting the same for payment on
such thirtieth day;
(f) any estate, inheritance, gift, sales, excise,
transfer, wealth or personal property tax or similar
tax assessment or other governmental charge;
(g) any tax, assessment or other governmental charge
required to be withheld by any paying agent from any
payment of principal of or interest on any Note or
Coupon if such payment can be made without such
withholding by any other paying agent;
(h) any tax, duty, assessment or other governmental
charge required to be made pursuant to any European
Union Directive on the taxation of savings
implementing the conclusions of the ECOFIN Council
meeting of January 21, 2003 or any law implementing
or complying with, or introduced in order to conform
to, such Directive; or
(i) in the case of any combination of items (a), (b),
(c), (d), (e), (f), (g) and (h)"
(j) In the last paragraph of condition 9.1, insert the word
"income" immediately following the word "Federal" on line 2
and line 5.
SCHEDULE 3 (FORM OF BEARER NOTE)
(a) In the heading of the form of the Bearer Note, delete the
words "Countrywide Credit Industries, Inc." and replace with
the words "Countrywide Financial Corporation (formerly known
as Countrywide Credit Industries, Inc.)."
(b) In line 3 of the third paragraph, delete the words
"Countrywide Credit Industries, Inc." and replace with the
words "Countrywide Financial Corporation (formerly known as
Countrywide Credit Industries, Inc.)."
(c) In the execution clause, delete "COMPUTERSHARE INVESTOR
SERVICES PTY LIMITED" and replace with "JPMORGAN CHASE BANK,
SYDNEY BRANCH."
(d) On the third page, delete "COMPUTERSHARE INVESTOR SERVICES PTY
LIMITED, Level 3, 60 Carrington Street, Sydney NSW 2000,
Australia" and replace with "JPMORGAN CHASE BANK, SYDNEY
BRANCH, Level 35, AAP Centre, 259 George Street, Sydney NSW
2000."
SCHEDULE 4 (FORM OF COUPON)
(a) On the second page, delete "COMPUTERSHARE INVESTOR SERVICES
PTY LIMITED, Level 3, 60 Carrington Street, Sydney NSW 2000,
Australia" and replace with "JPMORGAN CHASE BANK, SYDNEY
BRANCH, Level 35, AAP Centre, 259 George Street, Sydney NSW
2000."
SCHEDULE 5 (FORM OF TALON)
(a) On the second page, delete "COMPUTERSHARE INVESTOR SERVICES
PTY LIMITED, Level 3, 60 Carrington Street, Sydney NSW 2000,
Australia" and replace with "JPMORGAN CHASE BANK, SYDNEY
BRANCH, Level 35, AAP Centre, 259 George Street, Sydney NSW
2000."
3 EXPENSES AND FEES
The Issuer is responsible for its respective legal costs and other
costs and expenses in connection with the preparation, execution and
completion of this deed.
4 INCORPORATION OF OTHER PROVISIONS
Clause 1 (Interpretation), clause 3 (Rights and obligations of
Noteholders) and clause 4 (Governing law, jurisdiction and service
of process) of the Note Deed Poll apply to this deed as if set out
in full in this deed.
EXECUTED as a deed
Signing page
EXECUTED AS A DEED by )
COUNTRYWIDE HOME LOANS, )
INC. by )
)
acting under the authority of that )
company in the presence of: )
)
/s/ Derek W. Stark )
- ---------------------------------------) /s/ Jennifer Sandefur
Signature of witness ) -------------------------------------
) By executing this deed the signatory
Derek W. Stark ) warrants that the signatory is duly
- ---------------------------------------) authorised to execute this deed on
Name of witness (block letters) ) behalf of COUNTRYWIDE HOME LOANS, INC.
MALLESONS STEPHEN JAQUES
Supplemental
Note Deed Poll
Dated 23 April 2004
Countywide Home Loans, Inc. ("ISSUER")
MALLESONS STEPHEN JAQUES
Rialto
525 Collins Street
Melbourne Vic 3000
T +61 3 9643 4000
F +61 3 9643 5999
Ref: JKA:DCO
SUPPLEMENTAL NOTE DEED POLL
Contents
DETAILS 1
GENERAL TERMS 2
1 EFFECTIVE DATE 2
2 AMENDMENT OF NOTE DEED POLL 2
3 EXPENSES AND FEES 5
4 INCORPORATION OF OTHER PROVISIONS 5
SIGNING PAGE 6