Exhibit 99.1
AMENDMENT NO. 1
Dated as of February 13, 2007
to
POOLING AND SERVICING
AGREEMENT
Dated as of June 1, 2006
among
CWALT, INC.,
Depositor
COUNTRYWIDE HOME LOANS, INC.,
Seller
PARK GRANADA LLC,
Seller
PARK MONACO INC.,
Seller
PARK SIENNA LLC,
Seller
COUNTRYWIDE HOME LOANS SERVICING LP,
Master Servicer
and
THE BANK OF NEW YORK,
Trustee
ALTERNATIVE LOAN TRUST 2006-HY12
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-HY12
--------------------------------------
<PAGE>
THIS
AMENDMENT NO. 1, dated as of February 13, 2007 (the "Amendment"),
to
the Pooling and Servicing Agreement (as defined below), is among
CWALT, INC., as
depositor (the "Depositor"), COUNTRYWIDE HOME LOANS, INC.
("Countrywide"), as a
seller (a "Seller"), PARK GRANADA LLC ("Park Granada"), as a seller
(a
"Seller"), PARK MONACO INC. ("Park Monaco"), as a seller (a
"Seller"), PARK
SIENNA LLC ("Park Sienna"), as a seller (a "Seller"), COUNTRYWIDE
HOME LOANS
SERVICING LP, as master servicer (the "Master Servicer"), and THE
BANK OF NEW
YORK, as trustee (the "Trustee").
W I T N E S S E T H
WHEREAS,
the Depositor, Countrywide, as a Seller, Park Granada, as a
Seller, Park Monaco, as a Seller, Park Sienna, as a Seller, the
Master Servicer,
and Trustee entered into a Pooling and Servicing Agreement, dated
as of June 1,
2006 (the "Pooling and Servicing Agreement"), providing for the
issuance of the
Series 2006-HY12 Certificates;
WHEREAS,
the transaction evidenced by the Pooling and Servicing
Agreement
closed on June 29, 2006 (the "Closing Date");
WHEREAS,
the parties to the transaction wish to delete Section 4.02(c)
of
the Pooling and Servicing Agreement in its entirety so as to
provide that the
portion of Available Funds to be distributed as principal of the
Senior
Certificates on each Distribution Date on or after the Senior
Credit Support
Depletion Date will be distributed in accordance with Section
4.02(a)(iv)(y) and
not concurrently, on the basis of the Class Certificate Balance of
such Senior
Certificates;
WHEREAS,
with certain limitations not applicable here, the first
paragraph
of Section 10.01 of the Pooling and Servicing Agreement provides
that it may be
amended by the Depositor, each Seller, the Master Servicer and the
Trustee
without the consent of any of the Certificateholders to conform the
Pooling and
Servicing Agreement to the Prospectus and the Prospectus Supplement
provided to
investors in connection with the initial offering of the
Certificates;
WHEREAS,
the Depositor and the Master Servicer have concluded that no
consent of any Class of Certificates is required for the adoption
of the
Amendment; and
WHEREAS,
the Depositor has delivered to the Trustee an
