8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (date of earliest event reported): November 19, 2004

COUNTRYWIDE FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-8422	13-2641992
(State or other jurisdiction of incorporation	(Commission File Number)	(IRS Employer Identification No.)
4500 Park Granada, Calabasas, CA (Address of principal executive offices)		91302 (Zip Code)

Registrant’s telephone number, including area code: (818) 225-3000

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 1.01 Entry into a Material Definitive Agreement
	Item 9.01 Financial Statements and Exhibits
SIGNATURES
Exhibit 10.1

Item 1.01  Entry into a Material Definitive Agreement

     On November 19, 2004, Countrywide Financial Corporation (the “Company”) and Countrywide Home Loans, Inc., a wholly owned subsidiary of the Company (“CHL”), entered into a Termination and Replacement Agreement (the “TR Agreement”) with the parties identified below. The TR Agreement terminated and replaced the Original Credit Agreement (as defined below) with a new credit agreement (the “New Credit Agreement”), which is identical in form and substance in all material respects to the Original Credit Agreement. The Company entered into the TR Agreement so that the expiration date of the New Credit Agreement would be November 18, 2005 instead of May 11, 2005 as under the Original Credit Agreement. In effect, the TR Agreement through its creation of the New Credit Agreement extends the term of the Original Credit Agreement.

     The New Credit Agreement is an unsecured revolving credit facility that provides liquidity back-up for CHL’s commercial paper program. The New Credit Agreement permits CHL to borrow a maximum amount of $2.3 billion. As consideration for the New Credit Agreement, CHL pays a facility fee.

     The other parties to the TR Agreement are Commerzbank AG, New York and Grand Cayman Branches and Societe Generale (the “Documentation Agents”), BNP Paribas (the “Syndication Agent”), Barclays Bank PLC (the “Administrative Agent”), Royal Bank of Canada (the “Managing Administrative Agent”), the following financial institutions (the “Continuing Lenders”): Royal Bank of Canada, Barclays Bank PLC, BNP Paribas, Commerzbank AG, New York and Grand Cayman Branches, Lloyds TSB Bank PLC, Dresdner Bank AG, New York Branch, The Bank of Nova Scotia, Citicorp USA, Inc., HSBC Bank USA, Lehman Brothers Bank FSB, The Royal Bank of Scotland PLC, Société Générale, West LB AG, New York Branch, Mizuho Corporate Bank, Ltd, US Bank, National Association, Calyon New York Branch, Bank of Hawaii, Fifth Third Bank and Bayerische Landesbank, Cayman Island Branch; and the following financial institutions (the “Additional Lenders” and collectively with the Continuing Lenders, the “Lenders”): Bayerische Hypo-und and Vereinsbank AG, New York Branch, Credit Suisse First Boston, acting through its Cayman Island Branch. Many of the Lenders and/or their affiliates provide other forms of financing to the Company or CHL under various other arrangements, and some act as underwriters in connection with certain securities offerings by the Company and CHL. In a separate arrangement, the Company also provides mortgage loan application processing and servicing in the United Kingdom to the Administrative Agent through a majority-owned joint venture with the Administrative Agent.

     The foregoing descriptions of the TR Agreement, that certain 364-Day Credit Agreement (the “Original Credit Agreement”), dated as of May 12, 2004, among the Company, CHL, the Managing Administrative Agent, the Administrative Agent, the Syndication Agent, the Documentation Agents, and the Continuing Lenders, and the New Credit Agreement are qualified in their entirety by reference to the TR Agreement and the Original Credit Agreement, copies of which are filed herewith as Exhibits 10.1 and 10.2, respectively.

Item 9.01  Financial Statements and Exhibits

(c) Exhibits.

10.1

Termination and Replacement Agreement, dated as of November 19, 2004, among Countrywide Financial Corporation, Countrywide Home Loans, Inc., 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, Royal Bank of Canada, as Managing Administrative Agent, and the Lenders party thereto.

10.2

364-Day Credit Agreement, dated as of May 12, 2004, among Countrywide Financial Corporation, Countrywide Home Loans, Inc., Royal Bank of Canada, as Managing Administrative Agent, Barclays Bank PLC, as Administrative Agent, BNP Paribas, as Syndication Agent, Commerzbank AG, New York and Grand Cayman Branches and Societe Generale, as Documentation Agents, and the Lenders party thereto (incorporated by reference to Exhibit 10.102 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2004).

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	COUNTRYWIDE FINANCIAL CORPORATION
Dated: November 24, 2004	/s/ Stanford L. Kurland
	Stanford L. Kurland
	President and Chief Operating Officer

EX-10.1

EXHIBIT 10.1

EXECUTION COPY

TERMINATION AND REPLACEMENT
AGREEMENT

          TERMINATION AND REPLACEMENT AGREEMENT (this “TR Agreement”) dated as of November 19, 2004, among Countrywide Home Loans, Inc. (the “Borrower”), Countrywide Financial Corporation, the financial institutions listed in Annex I hereto under the captions “Continuing Lenders” (the “Continuing Lenders”) and “Additional Lenders” (the “Additional Lenders”, and together with the Continuing Lenders, 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 (the “Managing Administrative Agent”). Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the New Credit Agreement (as defined below).

W I T N E S S E T H:

          WHEREAS, the Borrower, the Continuing Lenders and certain other financial institutions, the Documentation Agents, the Syndication Agent, the Administrative Agent and the Managing Administrative Agent are parties to the Credit Agreement, dated as of May 12, 2004 (the “Original Credit Agreement”);

          WHEREAS, the Original Credit Agreement is to be terminated as provided herein; and

          WHEREAS, the Continuing Lenders and the Additional Lenders are willing, subject to the terms and conditions of this TR Agreement, to replace the Original Credit Agreement with a new credit agreement as provided herein;

          NOW THEREFORE, in consideration of the mutual agreements contained in this TR Agreement and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto hereby agree as follows:

     1. Termination and Replacement. Subject to the conditions set forth in Section 2 hereof:

     (i) The Original Credit Agreement, including all schedules and exhibits thereto, is hereby terminated, subject to the applicable provisions set forth therein as to the survival of certain rights and obligations, and simultaneously replaced by a new credit agreement (the “New Credit Agreement”) identical in form and substance to the Original Credit Agreement, except as expressly set forth below.

     (ii) The heading of the New Credit Agreement shall read as follows:

     “THIS CREDIT AGREEMENT dated as of November 19, 2004 among COUNTRYWIDE HOME LOANS, INC., COUNTRYWIDE FINANCIAL CORPORATION, COMMERZBANK AG, NEW YORK and GRAND CAYMAN BRANCHES and SOCIETE GENERALE, as Documentation Agents,

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BNP PARIBAS, as Syndication Agent, the LENDERS party hereto, BARCLAYS BANK PLC, as Administrative Agent, and ROYAL BANK OF CANADA, as Managing Administrative Agent.”

     (iii) The New Credit Agreement is hereby amended by deleting all references to the date “May 12, 2004” therein and by substituting in lieu thereof the date “November 19, 2004”.

     (iv) Section 1.01 of the New Credit Agreement is hereby amended by deleting therefrom the definitions of the following defined terms in their entirety and substituting in lieu thereof the following definitions:

     “Commitment Termination Date” means November 18, 2005.

     “Effective Date” has the meaning assigned to such term in Section 2 of the TR Agreement.”

     “Term-Out Maturity Date” means, if so selected by the Borrower pursuant to Section 2.09(a), November 17, 2006.

     (v) Section 1.01 of the New Credit Agreement is hereby amended by adding the following definition in proper alphabetical order:

     “TR Agreement” means the Termination and Replacement Agreement dated as of November 19, 2004, among the Borrower, CFC, the Lenders and the Agents.

     (vi) Section 2.01(b) of the New Credit Agreement is hereby amended by inserting the word “and” immediately before clause (y) thereof and by deleting the words “and (z) no more than three Increased Facility Closing Dates may be selected by the Borrower after the Effective Date” in their entirety.

     (vii) Section 2.11(b) of the New Credit Agreement is hereby amended by deleting the reference to “June 30, 2004” and substituting in lieu thereof “December 30, 2004”.

     (viii) Section 3.04 of the New Credit Agreement is hereby amended by adding “and September 30, 2004” after “March 31, 2004” in sections 3.04(a)(ii) and 3.04(b)(ii).

     (ix) Schedule 2.01 of the New Credit Agreement is hereby amended by replacing such schedule in its entirety with Schedule 2.01 attached hereto.

     (x) Schedule 2.05 of the New Credit Agreement is hereby amended by replacing such schedule in its entirety with Schedule 2.05 attached hereto.

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     2. Conditions to Effectiveness. This TR Agreement shall be effective on the date on which all of the following conditions precedent have been satisfied (or waived in accordance with Section 10.02 of the New Credit Agreement) (the “Effective Date”):

     (i) The Managing Administrative Agent (or its counsel) shall have received from each party hereto either (a) a counterpart of this TR Agreement signed on behalf of such party or (b) written evidence satisfactory to the Managing Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.

     (ii) The Managing Administrative Agent shall have received a favorable written opinion (addressed to the Managing Administrative Agent and the Lenders and dated the Effective Date) of Susan E. Bow, Managing Director, General Counsel, Corporate and Securities, and Corporate Secretary of CFC and CHL, substantially in the form of Exhibit C to the New Credit Agreement, and covering such other matters relating to CFC, CHL, this TR Agreement, the New Credit Agreement, the other Loan Documents or the Transactions as the Required Lenders shall reasonably request.

     (iii) The Managing Administrative Agent shall have received such documents and certificates as the Managing Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of CFC and CHL.

     (iv) The Managing Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date in connection with the transaction contemplated hereby, including, reasonable costs and out-of-pocket expenses required to be reimbursed or paid by CFC or CHL hereunder.

     3. Representations and Warranties. Each of the Borrower and CFC represents and warrants to the Lenders that (i) no Default or Event of Default exists on the Effective Date and (ii) each of the representations and warranties made by the Borrower and CFC pursuant to the New Credit Agreement are true and correct in all material respects on and as of the Effective Date.

     4. Expenses. The Borrower agrees to pay and reimburse the Managing Administrative Agent for all its reasonable costs and out-of-pocket expenses incurred in connection with the preparation and delivery of this TR Agreement, including, without limitation, the reasonable fees and disbursements of counsel to the Managing Administrative Agent.

     5. GOVERNING LAW. THIS TR AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

     6. Execution in Counterparts. This TR Agreement may be executed by one or more of the parties to this TR Agreement on any number of separate counterparts (including by facsimile), and all of said counterparts taken together shall be deemed to constitute one and the

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same instrument. A set of the copies of this TR Agreement signed by all the parties shall be lodged with the Borrower and the Managing Administrative Agent.

          IN WITNESS WHEREOF, the parties hereto have caused this TR Agreement to be executed as of the day and year first above written.

COUNTRYWIDE HOME LOANS, INC.
By	/s/ Jennifer S. Sandefur
Name:	Jennifer S. Sandefur
Title:	Managing Director & Treasurer
COUNTRYWIDE FINANCIAL CORPORATION
By	/s/ Jennifer S. Sandefur
Name:	Jennifer S. Sandefur
Title:	Managing Director & Treasurer

ROYAL BANK OF CANADA, as Managing Administrative Agent
By	/s/ Gail Watkin
Name:	Gail Watkin
Title:	Manager, Agency
ROYAL BANK OF CANADA, as a Lender
By	/s/ Howard Lee
Name:	Howard Lee
Title:	Authorized Signatory

BARCLAYS BANK PLC, as Administrative Agent and as a Lender
By	/s/ Alison A. McGuigan
Name:	Alison A. McGuigan
Title:	Associate Director

CREDIT SUISSE FIRST BOSTON ACTING THROUGH ITS CAYMAN ISLANDS BRANCH, as a Lender
By	/s/ Jay Chall
Name:	Jay Chall
Title:	Director
By	/s/ Gregory S. Richards
Name:	Gregory S. Richards
Title:	Associate

BNP PARIBAS, as Syndication Agent and as a Lender
By	/s/ Pierre Nicholas Rogers
Name:	Pierre Nicholas Rogers
Title:	Managing Director
By	/s/ Sandra F. Bertram
Name:	Sandra F. Bertram
Title:	Vice President

COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, as a Documentation Agent and as a Lender
By	/s/ Werner Schmidbauer
Name:	Werner Schmidbauer
Title:	SVP
By	/s/ Yangling Joanne Si
Name:	Yangling Joanne Si
Title:	AVP

LLOYDS TSB BANK PLC, as a Lender
By	/s/ James M. Rudd
Name:	James M. Rudd
Title:	Vice President
	Financial Institutions, USA
	R091
By	/s/ Candice Beato
Name:	Candice Beato
Title:	Assistant Vice President
	Financial Institutions, USA
	B059

SOCIÉTÉ GÉNÉRALE, as a Documentation Agent and as a Lender
By	/s/ Frank A. Bonavita
Name:	Frank A. Bonavita
Title:	Managing Director

DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, as a Lender
By	/s/ J. Curtin Beaudouin
Name:	J. Curtin Beaudouin
Title:	Director
By	/s/ Mark van der Griend
Name:	Mark van der Griend
Title:	Managing Director

THE BANK OF NOVA SCOTIA, as a Lender
By	/s/ Todd S. Meller
Name:	Todd S. Meller
Title:	Managing Director

CITICORP USA, INC., as a Lender
By	/s/ Yoki Otani
Name:	Yoki Otani
Title:	Managing Director

HSBC BANK USA, as a Lender
By	/s/ Paul Lopez
Name:	Paul Lopez
Title:	SVP

LEHMAN BROTHERS BANK, FSB, as a Lender
By	/s/ Janine M. Shugan
Name:	Janine M. Shugan
Title:	Authorized Signatory

THE ROYAL BANK OF SCOTLAND PLC, as a Lender
By	/s/ Diane Ferguson
Name:	Diane Ferguson
Title:	Managing Director

WEST LB AG, NEW YORK BRANCH, as a Lender
By	/s/ Samuel Bridges
Name:	Samuel Bridges
Title:	Executive Director
By	/s/ David Sellers
Name:	David Sellers
Title:	Executive Director

BAYERISCHE LANDESBANK, CAYMAN ISLANDS BRANCH, as a Lender
By	/s/ Joseph C. Campagna
Name:	Joseph C. Campagna
Title:	First Vice President
By	/s/ Norman McClave
Name:	Norman McClave
Title:	First Vice President

BAYERISCHE HYPO UND VEREINSBANK AG, NEW YORK BRANCH, as a Lender
By	/s/ Paul M. Dolan
Name:	Paul M. Dolan
Title:	Director
By	/s/ William Orsini
Name:	William Orsini
Title:	Managing Director, HVB Group

MIZUHO CORPORATE BANK, LTD, as a Lender
By	/s/ Robert Gallagher
Name:	Robert Gallagher
Title:	Senior Vice President

US BANK, NATIONAL ASSOCIATION, as a Lender
By	/s/ Douglas A. Rich
Name:	Douglas A. Rich
Title:	Vice President

CALYON NEW YORK BRANCH, as a Lender
By	/s/ Sebastian Rocco
Name:	Sebastian Rocco
Title:	Managing Director
By	/s/ W. Jay Buckley
Name:	W. Jay Buckley
Title:	Managing Director

BANK OF HAWAII, as a Lender
By	/s/ Linda R. Ho
Name:	Linda R. Ho
Title:	Assistant Vice President

FIFTH THIRD BANK, as a Lender
By	/s/ Kevin C. M. Jones
Name:	Kevin C. M. Jones
Title:	Vice President

ANNEX I

Replacement Commitment Schedule

Continuing Lenders

Royal Bank of Canada
Barclays Bank PLC
BNP Paribas
Commerzbank AG, New York and Grand Cayman Branches
Lloyds TSB Bank PLC
Dresdner Bank AG, New York Branch
The Bank of Nova Scotia
Citicorp USA, Inc.
HSBC Bank USA
Lehman Brothers Bank FSB
The Royal Bank of Scotland PLC
Société Générale
West LB AG, New York Branch
Mizuho Corporate Bank, Ltd
US Bank, National Association
Calyon New York Branch
Bank of Hawaii
Fifth Third Bank
Bayerische Landesbank, Cayman Islands Branch

Additional Lenders

Bayerische Hypo-und and Vereinsbank AG, New York Branch

Credit Suisse First Boston, acting through its Cayman Islands Branch

SCHEDULE 2.01

COMMITMENTS

Lenders	Commitment
Royal Bank of Canada	$	150,000,000.00
Barclays Bank PLC	$	200,000,000.00
Credit Suisse First Boston, acting through its Cayman Islands Branch	$	200,000,000.00
BNP Paribas	$	175,000,000.00
Commerzbank AG, New York and Grand Cayman Branches	$	175,000,000.00
Lloyds TSB Bank PLC	$	175,000,000.00
Dresdner Bank AG, New York Branch	$	150,000,000.00
The Bank of Nova Scotia	$	100,000,000.00
Bayerische Hypo-und and Vereinsbank AG, New York Branch	$	100,000,000.00
Bayerische Landesbank, Cayman Islands Branch	$	100,000,000.00
Citicorp USA, Inc.	$	100,000,000.00
HSBC Bank USA	$	100,000,000.00
Lehman Brothers Bank FSB	$	100,000,000.00
The Royal Bank of Scotland PLC	$	100,000,000.00
Société Générale	$	100,000,000.00
West LB AG, New York Branch	$	100,000,000.00
Mizuho Corporate Bank, Ltd	$	50,000,000.00
US Bank, National Association	$	50,000,000.00
Calyon New York Branch	$	25,000,000.00
Bank of Hawaii	$	25,000,000.00
Fifth Third Bank	$	25,000,000.00
TOTAL	$	2,300,000,000.00

SCHEDULE 2.05

SWINGLINE COMMITMENTS

Lenders	Swingline Commitment
Barclays Bank PLC	$	200,000,000.00
BNP Paribas	$	175,000,000.00
Commerzbank AG, New York and Grand Cayman Branches	$	175,000,000.00
Royal Bank of Canada	$	150,000,000.00
Citicorp USA, Inc.	$	100,000,000.00
Société Générale	$	100,000,000.00
TOTAL	$	900,000,000.00