EXHIBIT 10.79
EXECUTION COPY
FOURTH AMENDMENT
TO REVOLVING CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT (the "Amendment") is
made and dated as of December 15, 2003 by and among COUNTRYWIDE HOME LOANS,
INC., a New York corporation (the "Company"), the Lenders signing below, and
BANK OF AMERICA, N.A., as the Managing Administrative Agent for the Lenders (in
such capacity, the "Managing Administrative Agent").
RECITALS
A. Pursuant to that certain Revolving Credit Agreement dated as of
December 17, 2001 by and among the Company, the Lenders from time to time party
thereto, the Managing Administrative Agent, the Administrative Agents, the
Co-Syndication Agents, the Documentation Agent, and the Other Facility Agents
(as amended, extended and replaced from time to time, the "Credit Agreement,"
and with capitalized terms used herein and not otherwise defined used with the
meanings given such terms in the Credit Agreement), the Short Term Lenders
currently party to the Credit Agreement (the "Existing Short Term Lenders")
agreed to extend credit on a short-term basis to the Company on the terms and
subject to the conditions set forth therein.
B. The Short Term Lenders signing below have agreed to extend the Short
Term Facility Maturity Date on the terms and conditions set forth below.
NOW, THEREFORE, in consideration of the foregoing Recitals and for other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto hereby agree as follows:
AGREEMENT
1. Extension of Short Term Facility Maturity Date. To reflect the
agreement of the Company and those Short Term Lenders signing this Amendment to
extend the Short Term Facility Maturity Date, effective as of the Effective Date
(as defined in Paragraph 6 below), the definition of the term "Short Term
Facility Maturity Date" set forth in the Glossary to the Credit Agreement is
hereby amended by deleting the date "December 15, 2003" set forth therein and
replacing the same with the date "December 13, 2004."
2. Addition of New Lenders. To reflect the fact that certain financial
institutions which are not currently Short Term Lenders may desire to become
Short Term Lenders under the Credit Agreement, any such financial institution
signing below as an "Applicant Financial Institution" (and defined herein as
such) shall become a "Short Term Lender" under the Credit Agreement as of the
Effective Date, and shall be deemed approved by each of the Company and the
Managing Administrative Agent pursuant to Paragraph 14(a) of the Credit
Agreement, on the following terms and conditions:
(a) Each such Applicant Financial Institution hereby acknowledges
and agrees that from and after the Effective Date it will be a "Short Term
Lender" under the Credit
2
Agreement and the other Credit Documents with all the rights and benefits and
with all the obligations of the Short Term Lenders thereunder.
(b) On and after the Effective Date, the Maximum Short Term
Facility Commitment and Short Term Swing Line Commitment of each such Applicant
Financial Institution shall be consistent with the Commitment Schedule attached
hereto as Annex 1 (the "Replacement Commitment Schedule") and, if necessary,
each such Applicant Financial Institution hereby agrees to purchase on the
Effective Date and to accept the assignment and transfer of a portion of the
Maximum Short Term Facility Commitments and, as applicable, the Short Term
Swingline Commitments held by the Existing Short Term Lenders consistent with
the Replacement Commitment Schedule.
(c) The Managing Administrative Agent hereby waives: (1) receipt
of any Additional Lender Agreement or Assignment Agreement that would otherwise
be required to be executed and delivered by such Applicant Financial Institution
pursuant to Paragraph 14(a)(2)(iii) of the Credit Agreement, and (2) the
registration fee of $3,500.00 required to be delivered by each Applicant
Financial Institution pursuant to Paragraph 14(a)(2)(iv) of the Credit
Agreement.
3. Reallocation of Commitments. Notwithstanding whether any Applicant
Financial Institution becomes a "Short Term Lender" under the Credit Agreement
on the Effective Date pursuant to Paragraph 2 above, no later than 12:30 p.m.
(Los Angeles time) on the Effective Date, each Short Term Lender signing this
Amendment (including each Applicant Financial Institution, if any) will pay to
the Managing Administrative Agent any amount necessary to cause such Short Term
Lender's Short Term Facility Percentage Share of Short Term Loans outstanding
and, as applicable, such Short Term Lender's Short Term Swing Line Percentage
Share of Short Term Swing Loans outstanding to be consistent with the
Replacement Commitment Schedule, and the Managing Administrative Agent shall
thereupon remit to the Existing Short Term Lenders, as applicable, their shares
of such funds. Fees and interest accrued with respect to Short Term Loans and
Short Term Swing Loans to but not including the Effective Date shall be payable
to the Existing Short Term Lenders in accordance with their respective Short
Term Facility Percentage Shares and Short Term Swing Line Percentage Shares, as
appropriate, in effect prior to the Effective Date.
4. Agents. Effective as of the Effective Date, the Agents under the
Credit Documents shall be as set forth below:
- -------------------------------------- -----------------------------------------
Bank of America, N.A. Managing Administrative Agent;
Administrative Agent
- -------------------------------------- -----------------------------------------
JPMorgan Chase Bank Administrative Agent
- -------------------------------------- -----------------------------------------
Bank One, NA Co-Syndication Agents
Deutsche Bank AG
- -------------------------------------- -----------------------------------------
The Bank of New York Documentation Agent
- -------------------------------------- -----------------------------------------
3
5. Reaffirmation of Credit Documents. Each of the Company, the Parent
and each Subsidiary Guarantor hereby affirms and agrees that: (a) other than as
expressly set forth herein, the execution and delivery by the Company, the
Parent and each Subsidiary Guarantor of and the performance of its obligations
under this Amendment shall not in any way amend, impair, invalidate or otherwise
affect any of the obligations of the Company, the Parent or any Subsidiary
Guarantor, or the rights of the Lenders, under the Credit Agreement and each
other Credit Document or any other document or instrument made or given by the
Company, the Parent or any Subsidiary Guarantor in connection therewith, (b) the
term "Obligations" as used in the Credit Documents includes, without limitation,
the Obligations of the Company under the Credit Agreement as amended hereby, and
(c) except as expressly amended hereby, the Credit Documents remain in full
force and effect as written.
6. 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) A copy of the Short Term Facility Fee Letter, duly executed
by the Company and each of the Short Term Lenders.
(c) If any of the Applicant Financial Institutions has requested
a promissory note or promissory notes in favor of such Applicant Financial
Institution as evidence of the Obligations held by such Applicant Financial
Institution, a duly executed copy of such promissory note or promissory notes.
(d) Such corporate resolutions, incumbency certificates and other
authorizations from the Company, the Parent and each Subsidiary Guarantor as the
Managing Administrative Agent may reasonably request.
(e) A legal opinion of counsel to the Company, the Parent and
each Subsidiary Guarantor in form and substance reasonably satisfactory to the
Agents.
(f) 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.
7. 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.
8. Representations and Warranties. Each of the Company, the Parent and
each Subsidiary Guarantor hereby represents and warrants to the Lenders and the
Managing Administrative Agent as follows:
(a) Each of the Company, the Parent and each Subsidiary Guarantor
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
4
behalf of the Company, the Parent and each Subsidiary Guarantor and constitutes
the legal, valid and binding obligation of the Company, the Parent and each
Subsidiary Guarantor 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 the Company, the Parent and each Subsidiary Guarantor contained in
the Credit Agreement and each of the other Credit Documents are accurate and
complete in all respects, (2) there has not occurred an Event of Default or
Potential Default, (3) there has not occurred any material adverse change in the
business, operations, assets or financial or other condition of the Company or
of the Parent and its consolidated Subsidiaries taken as a whole since September
30, 2003 and (4) no action, suit, investigation or proceeding is pending or
threatened in or before any court, arbitrator or Governmental Authority that
would, if decided adversely, have a material adverse effect on the Company or on
the Parent and its consolidated Subsidiaries taken as a whole or on any
transaction contemplated hereby or could have a material adverse effect on the
Company, the Parent or their respective Subsidiaries or any transaction
contemplated hereby or on the ability of the Company, the Parent or any
Subsidiary Guarantor to perform its obligations under any of the Credit
Documents to which it is party.
(c) The financial statements, respectively dated December 31,
2002 and September 30, 2003, 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 the Parent and its consolidated Subsidiaries at such
dates and the consolidated and consolidating results of their operations and
changes in financial position for the fiscal periods then ended.
[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 HOME LOANS, INC.,
a New York corporation
By /s/ Jennifer Sandefur
--------------------------------------
Name Jennifer Sandefur
-----------------------------------
Title Managing Director and Treasurer
----------------------------------
ACKNOWLEDGED AND AGREED TO:
COUNTRYWIDE FINANCIAL CORPORATION
(formerly known as Countrywide Credit Industries, Inc.),
a Delaware corporation
By /s/ Jennifer Sandefur
----------------------------------
Name Jennifer Sandefur
--------------------------------
Title Managing Director and Treasurer
-------------------------------
COUNTRYWIDE HOME LOAN SERVICING LP,
a Texas limited partnership
By: COUNTRYWIDE GP, INC.,
its general partner
By /s/ Jennifer Sandefur
----------------------------------
Name Jennifer Sandefur
--------------------------------
Title Executive Vice President and Treasurer
--------------------------------------
BANK OF AMERICA, N.A., as Managing
Administrative Agent, Administrative Agent
and a Short Term Lender
By /s/ Elizabeth Kurilecz
--------------------------------------
Name Elizabeth Kurilecz
--------------------------------------
Title Managing Director
-------------------------------------
JPMORGAN CHASE BANK, as Administrative Agent
and a Short Term Lender
By /s/ Elisabeth H. Schwabe
--------------------------------------
Name Elisabeth H. Schwabe
------------------------------------
Title Managing Director
-----------------------------------
SIGNATURE PAGE TO THE FOURTH AMENDMENT,
DATED AS OF DECEMBER 15, 2003, TO THE
REVOLVING CREDIT AGREEMENT, DATED AS OF
DECEMBER 17, 2001, AMONG COUNTRYWIDE HOME
LOANS, INC., BANK OF AMERICA, N.A., AS
MANAGING ADMINISTRATIVE AGENT, BANK OF
AMERICA, N.A. AND JPMORGAN CHASE BANK, AS
ADMINISTRATIVE AGENTS, THE BANK OF NEW YORK,
AS DOCUMENTATION AGENT, BANK ONE, NA AND
DEUTSCHE BANK AG, AS CO-SYNDICATION AGENTS,
THE OTHER FACILITY AGENTS AND THE LENDERS
PARTY THERETO
NAME OF INSTITUTION:
ABN Amro Bank N.V., as a Short Term Lender
By:/s/ Neil R. Stein /s/ Michael DeMarco
-----------------------------------------
Name: Neil R. Stein Michael DeMarco
Title: Group Vice Assistant Vice
President President
SIGNATURE PAGE TO THE FOURTH AMENDMENT,
DATED AS OF DECEMBER 15, 2003, TO THE
REVOLVING CREDIT AGREEMENT, DATED AS OF
DECEMBER 17, 2001, AMONG COUNTRYWIDE HOME
LOANS, INC., BANK OF AMERICA, N.A., AS
MANAGING ADMINISTRATIVE AGENT, BANK OF
AMERICA, N.A. AND JPMORGAN CHASE BANK, AS
ADMINISTRATIVE AGENTS, THE BANK OF NEW YORK,
AS DOCUMENTATION AGENT, BANK ONE, NA AND
DEUTSCHE BANK AG, AS CO-SYNDICATION AGENTS,
THE OTHER FACILITY AGENTS AND THE LENDERS
PARTY THERETO
NAME OF INSTITUTION:
Bank One, NA, as a Short Term Lender
By: /s/ Mark Wasden
----------------------------------------
Name: Mark Wasden
Title: Director
SIGNATURE PAGE TO THE FOURTH AMENDMENT,
DATED AS OF DECEMBER 15, 2003, TO THE
REVOLVING CREDIT AGREEMENT, DATED AS OF
DECEMBER 17, 2001, AMONG COUNTRYWIDE HOME
LOANS, INC., BANK OF AMERICA, N.A., AS
MANAGING ADMINISTRATIVE AGENT, BANK OF
AMERICA, N.A. AND JPMORGAN CHASE BANK, AS
ADMINISTRATIVE AGENTS, THE BANK OF NEW YORK,
AS DOCUMENTATION AGENT, BANK ONE, NA AND
DEUTSCHE BANK AG, AS CO-SYNDICATION AGENTS,
THE OTHER FACILITY AGENTS AND THE LENDERS
PARTY THERETO
NAME OF INSTITUTION:
Barclays Bank PLC, as a Short Term Lender
By: /s/ Alison McGuigan
----------------------------------------
Name: Alison McGuigan
Title: Associate Director
SIGNATURE PAGE TO THE FOURTH AMENDMENT,
DATED AS OF DECEMBER 15, 2003, TO THE
REVOLVING CREDIT AGREEMENT, DATED AS OF
DECEMBER 17, 2001, AMONG COUNTRYWIDE HOME
LOANS, INC., BANK OF AMERICA, N.A., AS
MANAGING ADMINISTRATIVE AGENT, BANK OF
AMERICA, N.A. AND JPMORGAN CHASE BANK, AS
ADMINISTRATIVE AGENTS, THE BANK OF NEW YORK,
AS DOCUMENTATION AGENT, BANK ONE, NA AND
DEUTSCHE BANK AG, AS CO-SYNDICATION AGENTS,
THE OTHER FACILITY AGENTS AND THE LENDERS
PARTY THERETO
NAME OF INSTITUTION:
BNP Paribas, as a Short Term
Lender
By: /s/ Pierre Nicholas Rogers
----------------------------------------
Name: Pierre Nicholas Rogers
Title: Managing Director
/s/ Sandra F. Bertram
Vice President
SIGNATURE PAGE TO THE FOURTH AMENDMENT,
DATED AS OF DECEMBER 15, 2003, TO THE
REVOLVING CREDIT AGREEMENT, DATED AS OF
DECEMBER 17, 2001, AMONG COUNTRYWIDE HOME
LOANS, INC., BANK OF AMERICA, N.A., AS
MANAGING ADMINISTRATIVE AGENT, BANK OF
AMERICA, N.A. AND JPMORGAN CHASE BANK, AS
ADMINISTRATIVE AGENTS, THE BANK OF NEW YORK,
AS DOCUMENTATION AGENT, BANK ONE, NA AND
DEUTSCHE BANK AG, AS CO-SYNDICATION AGENTS,
THE OTHER FACILITY AGENTS AND THE LENDERS
PARTY THERETO
NAME OF INSTITUTION:
CIBC, Inc., as a Short Term Lender
By: /s/ Gerald Girardi
----------------------------------------
Name: Gerald Girardi
Title: Executive Director
CIBC World Markets Corp., as Agent
SIGNATURE PAGE TO THE FOURTH AMENDMENT,
DATED AS OF DECEMBER 15, 2003, TO THE
REVOLVING CREDIT AGREEMENT, DATED AS OF
DECEMBER 17, 2001, AMONG COUNTRYWIDE HOME
LOANS, INC., BANK OF AMERICA, N.A., AS
MANAGING ADMINISTRATIVE AGENT, BANK OF
AMERICA, N.A. AND JPMORGAN CHASE BANK, AS
ADMINISTRATIVE AGENTS, THE BANK OF NEW YORK,
AS DOCUMENTATION AGENT, BANK ONE, NA AND
DEUTSCHE BANK AG, AS CO-SYNDICATION AGENTS,
THE OTHER FACILITY AGENTS AND THE LENDERS
PARTY THERETO
NAME OF INSTITUTION:
Citicorp USA, Inc., as a Short Term Lender
By: /s/ Yoko Otani
----------------------------------------
Name: Yoko Otani
Title: Managing Director
SIGNATURE PAGE TO THE FOURTH AMENDMENT,
DATED AS OF DECEMBER 15, 2003, TO THE
REVOLVING CREDIT AGREEMENT, DATED AS OF
DECEMBER 17, 2001, AMONG COUNTRYWIDE HOME
LOANS, INC., BANK OF AMERICA, N.A., AS
MANAGING ADMINISTRATIVE AGENT, BANK OF
AMERICA, N.A. AND JPMORGAN CHASE BANK, AS
ADMINISTRATIVE AGENTS, THE BANK OF NEW YORK,
AS DOCUMENTATION AGENT, BANK ONE, NA AND
DEUTSCHE BANK AG, AS CO-SYNDICATION AGENTS,
THE OTHER FACILITY AGENTS AND THE LENDERS
PARTY THERETO
NAME OF INSTITUTION:
COMMERZBANK AG, NEW YORK AND GRAND CAYMAN
BRANCEHS, as a Short Term Lender
By: /s/ Yangling J. Si
----------------------------------------
Name: Yangling J. Si
Title: Assistant Vice President
By: /s/ Karla Wirth
----------------------------------------
Name: Karla Wirth
Title: Assistant Vice President
SIGNATURE PAGE TO THE FOURTH AMENDMENT,
DATED AS OF DECEMBER 15, 2003, TO THE
REVOLVING CREDIT AGREEMENT, DATED AS OF
DECEMBER 17, 2001, AMONG COUNTRYWIDE HOME
LOANS, INC., BANK OF AMERICA, N.A., AS
MANAGING ADMINISTRATIVE AGENT, BANK OF
AMERICA, N.A. AND JPMORGAN CHASE BANK, AS
ADMINISTRATIVE AGENTS, THE BANK OF NEW YORK,
AS DOCUMENTATION AGENT, BANK ONE, NA AND
DEUTSCHE BANK AG, AS CO-SYNDICATION AGENTS,
THE OTHER FACILITY AGENTS AND THE LENDERS
PARTY THERETO
NAME OF INSTITUTION:
CREDIT LYONNAIS NEW YORK BRANCH, as a Short
Term Lender
By: /s/ Kenneth Ricciardi
----------------------------------------
Kenneth Ricciardi
Vice President
SIGNATURE PAGE TO THE FOURTH AMENDMENT,
DATED AS OF DECEMBER 15, 2003, TO THE
REVOLVING CREDIT AGREEMENT, DATED AS OF
DECEMBER 17, 2001, AMONG COUNTRYWIDE HOME
LOANS, INC., BANK OF AMERICA, N.A., AS
MANAGING ADMINISTRATIVE AGENT, BANK OF
AMERICA, N.A. AND JPMORGAN CHASE BANK, AS
ADMINISTRATIVE AGENTS, THE BANK OF NEW YORK,
AS DOCUMENTATION AGENT, BANK ONE, NA AND
DEUTSCHE BANK AG, AS CO-SYNDICATION AGENTS,
THE OTHER FACILITY AGENTS AND THE LENDERS
PARTY THERETO
NAME OF INSTITUTION:
Deutsche Bank AG, New York Branch, as a
Short Term Lender
By: /s/ Kevin M. McCann
----------------------------------------
Name: Kevin M. McCann
Title: Managing Director
SIGNATURE PAGE TO THE FOURTH AMENDMENT,
DATED AS OF DECEMBER 15, 2003, TO THE
REVOLVING CREDIT AGREEMENT, DATED AS OF
DECEMBER 17, 2001, AMONG COUNTRYWIDE HOME
LOANS, INC., BANK OF AMERICA, N.A., AS
MANAGING ADMINISTRATIVE AGENT, BANK OF
AMERICA, N.A. AND JPMORGAN CHASE BANK, AS
ADMINISTRATIVE AGENTS, THE BANK OF NEW YORK,
AS DOCUMENTATION AGENT, BANK ONE, NA AND
DEUTSCHE BANK AG, AS CO-SYNDICATION AGENTS,
THE OTHER FACILITY AGENTS AND THE LENDERS
PARTY THERETO
NAME OF INSTITUTION:
Fifth Third Bank, Cincinnati, OH, as a Short
Term Lender
By: /s/ Gary S. Losey
----------------------------------------
Name: Gary S. Losey
Title: AVP- Relationship Manager
SIGNATURE PAGE TO THE FOURTH AMENDMENT,
DATED AS OF DECEMBER 15, 2003, TO THE
REVOLVING CREDIT AGREEMENT, DATED AS OF
DECEMBER 17, 2001, AMONG COUNTRYWIDE HOME
LOANS, INC., BANK OF AMERICA, N.A., AS
MANAGING ADMINISTRATIVE AGENT, BANK OF
AMERICA, N.A. AND JPMORGAN CHASE BANK, AS
ADMINISTRATIVE AGENTS, THE BANK OF NEW YORK,
AS DOCUMENTATION AGENT, BANK ONE, NA AND
DEUTSCHE BANK AG, AS CO-SYNDICATION AGENTS,
THE OTHER FACILITY AGENTS AND THE LENDERS
PARTY THERETO
NAME OF INSTITUTION:
HSBC Bank USA, as a Short Term Lender
By: /s/ Paul M. Lopez
----------------------------------------
Name: Paul M. Lopez
Title: FVP
SIGNATURE PAGE TO THE FOURTH AMENDMENT,
DATED AS OF DECEMBER 15, 2003, TO THE
REVOLVING CREDIT AGREEMENT, DATED AS OF
DECEMBER 17, 2001, AMONG COUNTRYWIDE HOME
LOANS, INC., BANK OF AMERICA, N.A., AS
MANAGING ADMINISTRATIVE AGENT, BANK OF
AMERICA, N.A. AND JPMORGAN CHASE BANK, AS
ADMINISTRATIVE AGENTS, THE BANK OF NEW YORK,
AS DOCUMENTATION AGENT, BANK ONE, NA AND
DEUTSCHE BANK AG, AS CO-SYNDICATION AGENTS,
THE OTHER FACILITY AGENTS AND THE LENDERS
PARTY THERETO
NAME OF INSTITUTION:
NORDDEUTSCHE LANDESBANK GIROZENTRALE NEW
YORK AND/OR CAYMAN ISLANDS BRANCH, as a
Short Term Lender
By: /s/ Georg L. Peters
----------------------------------------
Name: Georg L. Peters
Title: Vice President
By: /s/ Kathleen Alvarez
----------------------------------------
Name: Kathleen Alverez
Title: Assistant Vice President
SIGNATURE PAGE TO THE FOURTH AMENDMENT,
DATED AS OF DECEMBER 15, 2003, TO THE
REVOLVING CREDIT AGREEMENT, DATED AS OF
DECEMBER 17, 2001, AMONG COUNTRYWIDE HOME
LOANS, INC., BANK OF AMERICA, N.A., AS
MANAGING ADMINISTRATIVE AGENT, BANK OF
AMERICA, N.A. AND JPMORGAN CHASE BANK, AS
ADMINISTRATIVE AGENTS, THE BANK OF NEW YORK,
AS DOCUMENTATION AGENT, BANK ONE, NA AND
DEUTSCHE BANK AG, AS CO-SYNDICATION AGENTS,
THE OTHER FACILITY AGENTS AND THE LENDERS
PARTY THERETO
NAME OF INSTITUTION:
Royal Bank of Canada, as a Short Term Lender
By: /s/ Scott Umbs
----------------------------------------
Name: Scott Umbs
Title: Authorized Signatory
SIGNATURE PAGE TO THE FOURTH AMENDMENT,
DATED AS OF DECEMBER 15, 2003, TO THE
REVOLVING CREDIT AGREEMENT, DATED AS OF
DECEMBER 17, 2001, AMONG COUNTRYWIDE HOME
LOANS, INC., BANK OF AMERICA, N.A., AS
MANAGING ADMINISTRATIVE AGENT, BANK OF
AMERICA, N.A. AND JPMORGAN CHASE BANK, AS
ADMINISTRATIVE AGENTS, THE BANK OF NEW YORK,
AS DOCUMENTATION AGENT, BANK ONE, NA AND
DEUTSCHE BANK AG, AS CO-SYNDICATION AGENTS,
THE OTHER FACILITY AGENTS AND THE LENDERS
PARTY THERETO
NAME OF INSTITUTION:
Societe Generale, as a Short Term Lender
By: /s/ Charles D. Fischer, Jr.
----------------------------------------
Name: Charles D. Fischer, Jr.
Title: Director
SIGNATURE PAGE TO THE FOURTH AMENDMENT,
DATED AS OF DECEMBER 15, 2003, TO THE
REVOLVING CREDIT AGREEMENT, DATED AS OF
DECEMBER 17, 2001, AMONG COUNTRYWIDE HOME
LOANS, INC., BANK OF AMERICA, N.A., AS
MANAGING ADMINISTRATIVE AGENT, BANK OF
AMERICA, N.A. AND JPMORGAN CHASE BANK, AS
ADMINISTRATIVE AGENTS, THE BANK OF NEW YORK,
AS DOCUMENTATION AGENT, BANK ONE, NA AND
DEUTSCHE BANK AG, AS CO-SYNDICATION AGENTS,
THE OTHER FACILITY AGENTS AND THE LENDERS
PARTY THERETO
NAME OF INSTITUTION:
The Bank of New York, as a Short Term Lender
By: /s/ Paul Connolly
----------------------------------------
Name: Paul Connolly
Title: Vice President
SIGNATURE PAGE TO THE FOURTH AMENDMENT,
DATED AS OF DECEMBER 15, 2003, TO THE
REVOLVING CREDIT AGREEMENT, DATED AS OF
DECEMBER 17, 2001, AMONG COUNTRYWIDE HOME
LOANS, INC., BANK OF AMERICA, N.A., AS
MANAGING ADMINISTRATIVE AGENT, BANK OF
AMERICA, N.A. AND JPMORGAN CHASE BANK, AS
ADMINISTRATIVE AGENTS, THE BANK OF NEW YORK,
AS DOCUMENTATION AGENT, BANK ONE, NA AND
DEUTSCHE BANK AG, AS CO-SYNDICATION AGENTS,
THE OTHER FACILITY AGENTS AND THE LENDERS
PARTY THERETO
NAME OF INSTITUTION:
UNION BANK OF CALIFORNIA, N.A., as a Short
Term Lender
By: /s/ Albert W. Kelley
----------------------------------------
Name: Albert W. Kelley
Title: Vice President
SIGNATURE PAGE TO THE FOURTH AMENDMENT,
DATED AS OF DECEMBER 15, 2003, TO THE
REVOLVING CREDIT AGREEMENT, DATED AS OF
DECEMBER 17, 2001, AMONG COUNTRYWIDE HOME
LOANS, INC., BANK OF AMERICA, N.A., AS
MANAGING ADMINISTRATIVE AGENT, BANK OF
AMERICA, N.A. AND JPMORGAN CHASE BANK, AS
ADMINISTRATIVE AGENTS, THE BANK OF NEW YORK,
AS DOCUMENTATION AGENT, BANK ONE, NA AND
DEUTSCHE BANK AG, AS CO-SYNDICATION AGENTS,
THE OTHER FACILITY AGENTS AND THE LENDERS
PARTY THERETO
NAME OF INSTITUTION:
Wachovia Bank, National Association, as a
Short Term Lender
By: /s/ Thomas Stitchberry
----------------------------------------
Name: Thomas Stitchberry
Title: Managing Director
SIGNATURE PAGE TO THE FOURTH AMENDMENT,
DATED AS OF DECEMBER 15, 2003, TO THE
REVOLVING CREDIT AGREEMENT, DATED AS OF
DECEMBER 17, 2001, AMONG COUNTRYWIDE HOME
LOANS, INC., BANK OF AMERICA, N.A., AS
MANAGING ADMINISTRATIVE AGENT, BANK OF
AMERICA, N.A. AND JPMORGAN CHASE BANK, AS
ADMINISTRATIVE AGENTS, THE BANK OF NEW YORK,
AS DOCUMENTATION AGENT, BANK ONE, NA AND
DEUTSCHE BANK AG, AS CO-SYNDICATION AGENTS,
THE OTHER FACILITY AGENTS AND THE LENDERS
PARTY THERETO
NAME OF INSTITUTION:
WestLB AG, New York Branch, as a Short Term
Lender
By: /s/ Salvatore Battinelli
----------------------------------------
Name: Salvatore Battinelli
Title: Managing Director
By: /s/ Lillian Tung Lum
----------------------------------------
Name: Lillian Tung Lum
Title: Executive Director