Exhibit 2
Form of Fixed Rate Medium-Term Note
COUNTRYWIDE HOME LOANS, INC.
(CUSIP No. )
REGISTERED PRINCIPAL AMOUNT
No. FX- $
MEDIUM-TERM NOTE, SERIES I
(Fixed Rate)
Due Nine Months or More
From Date of Issue
Payment of the Principal, Premium, if any, and
Interest on this Note is Unconditionally
Guaranteed by Countrywide Credit Industries, Inc.
IF THE HOLDER OF THIS NOTE IS THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW
YORK, NEW YORK) (THE "DEPOSITARY") OR A NOMINEE OF THE DEPOSITARY, THIS NOTE IS
A GLOBAL NOTE AND THE FOLLOWING LEGEND APPLIES:
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS NOTE
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TO THE ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND SUCH NOTE IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
<PAGE>
ISSUE PRICE: INTEREST RATE:
ORIGINAL ISSUE DATE: STATED MATURITY DATE:
PRINCIPAL AMOUNT: INTEREST PAYMENT DATES (IF OTHER THAN JANUARY 15
AND JULY 15):
SPECIFIED CURRENCY: RECORD DATES (IF OTHER THAN DECEMBER 31 AND JUNE
30):
MINIMUM DENOMINATION:
EXCHANGE RATE AGENT: OTHER/ADDITIONAL TERMS:
OPTION TO RECEIVE PAYMENT
IN U.S. DOLLARS:
|_| NO
|_| YES
REDEMPTION:
|_| NO
|_| YES
INITIAL REDEMPTION
DATE:
INITIAL REDEMPTION
PERCENTAGE:
ANNUAL REDEMPTION
PERCENTAGE REDUCTION:
REPAYMENT:
|_| NO
|_| YES
OPTIONAL REPAYMENT
DATE(S):
<PAGE>
COUNTRYWIDE HOME LOANS, INC., a New York corporation (the
"Company"), for value received, hereby promises to pay to
_________________________________________, or registered assignees, the
principal sum of _____________________________________ ($_____________) on the
Stated Maturity Date specified above (except to the extent redeemed or repaid
prior to the Stated Maturity Date) at the office or agency of the Company in the
Borough of Manhattan, The City of New York, State of New York, and such other
place or places as may be provided for pursuant to the Indenture referred to
below, and to pay interest semi-annually in arrears on January 15 and July 15 of
each year or such other Interest Payment Dates specified above (each, an
"Interest Payment Date"), commencing on the Interest Payment Date next
succeeding the Original Issue Date specified above and on the Stated Maturity
Date or, if applicable, any date of earlier redemption (the "Redemption Date")
or repayment (the "Repayment Date") (the earliest of the Stated Maturity Date,
the Redemption Date and the Repayment Date is hereinafter referred to as the
"Maturity Date" with respect to the principal repayable on such date) on said
principal sum at the Interest Rate specified above from and including the most
recent Interest Payment Date to which interest has been paid or duly provided
for, or, if no interest has been paid or duly provided for, from and including
the Original Issue Date, until the principal hereof becomes due and payable;
provided, however, that any payment of principal, premium, if any, and/or
interest to be made on an Interest Payment Date or on the Maturity Date which is
not a Business Day shall be made on the next Business Day with the same force
and effect as if made on such Interest Payment Date or the Maturity Date, as the
case may be, and no interest on such payment shall accrue to the next Business
Day. For purposes of this Note, "Business Day" means any day, other than a
Saturday or Sunday, that is neither a legal holiday nor a day on which banking
institutions are authorized or required by law, regulation or executive order to
close in New York, New York or Los Angeles, California; provided, however, if
the Specified Currency specified above is other than U.S. dollars, such day is
also not a day on which banking institutions are authorized or required by law,
regulation or executive order to close in the Principal Financial Center (as
defined below) (or if the Specified Currency is Euro, such day is also not a day
on which the Trans-European Automated Real-Time Gross Settlement Express
Transfer (TARGET) System is closed). "Principal Financial Center" means the
capital city of the country issuing such Specified Currency, except that with
respect to U.S. dollars, Australian dollars, Canadian dollars, Deutsche marks,
Dutch guilders, Italian lire, South African rand and Swiss francs, the
"Principal Financial Center" shall be The City of New York, Sydney and (solely
on the case of the Specified Currency) Melbourne, Toronto, Frankfurt, Amsterdam,
Milan, Johannesburg and Zurich, respectively.
The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will be to the person (the "Holder") in whose
name this Note (or one or more predecessor Notes) is registered at the close of
business on the December 31 or June 30 or such other Record Dates specified
above (whether or not a Business Day) (each, a "Record Date") immediately
preceding such Interest Payment Date; provided, however, that interest payable
on the Maturity Date will be payable to the person to whom principal is payable.
Unless otherwise specified above, if this Note is originally issued between a
Record Date and an Interest Payment Date, the first payment of interest on this
Note will be made on the Interest Payment Date following the next Record Date to
the Holder hereof on such next Record Date.
Unless otherwise specified above, payment of the principal of,
and premium, if any, and interest on, this Note due on the Maturity Date will be
made in immediately available funds in the Specified Currency, upon presentation
and surrender of this Note at the Corporate Trust Office of the Trustee. If the
Specified Currency is other than U.S. dollars, this Note must be presented and
surrendered to the Trustee referred to below in time for the Trustee to make
such payment in accordance with its normal procedures.
Unless otherwise specified above, payment of interest on this
Note due on any Interest Payment Date other than the Maturity Date will be made
by mailing a check in the Specified Currency (from an account at a bank located
outside the United States if such check is payable in a Specified Currency other
than U.S. dollars) to the address of the Holder hereof as such address shall
appear in the Security Register (as defined in the Indenture) on the applicable
Record Date. Notwithstanding the foregoing, on any Interest Payment Date other
than the Maturity Date, each Holder of U.S. $10,000,000 (or the equivalent
thereof in a Specified Currency other than U.S. dollars) or more in aggregate
principal amount of Notes (whether or not having identical terms and provisions)
shall be entitled: (i) if the Specified Currency is U.S. dollars, to receive
such payment by wire transfer of immediately available funds to an account
maintained by the payee with a bank located in the United States, but only if
appropriate wire transfer instructions have been received in writing by the
Trustee not later than the Record Date immediately preceding such Interest
Payment Date and (ii) if the Specified Currency is other than U.S. dollars, to
receive such payment by wire transfer of immediately available funds to an
account maintained by the payee with a bank located in a jurisdiction in which
payment in such Specified Currency is then lawful. The Company shall pay any
administrative costs imposed by banks in connection with making payments by wire
transfer; provided, however, that any tax, assessment or other governmental
charge imposed upon payments shall be borne by the Holder hereof in respect of
which payments are made.
All payments of principal, premium, if any, and interest in
respect of this Note will be made by the Company in the Specified Currency;
provided, however, that if the Specified Currency specified above is other than
U.S. dollars, the Holder hereof may, if indicated above under "Option to Receive
Payment in U.S. Dollars," elect to receive all payments of principal, premium,
if any, and/or interest in respect of this Note in U.S. dollars by delivering a
written request to the Trustee not later than the close of business on the
Record Date immediately preceding the Interest Payment Date or the fifteenth day
immediately preceding the Maturity Date, as the case may be. Upon such election
by the Holder hereof, the Company shall tender payment in U.S. dollars at the
Exchange Rate (as defined below), and any costs associated with the conversion
of the Specified Currency into U.S. dollars shall be borne by the Holder hereof
through deductions from such payments. The Holder's election to receive payments
in U.S. dollars will remain in effect until revoked by written notice from the
Holder to the Trustee, provided that any such revocation must be received by the
Trustee not later than the close of business on the Record Date immediately
preceding the Interest Payment Date or the fifteenth day immediately preceding
the Maturity Date, as the case may be.
Unless otherwise specified above or elsewhere herein,
"Exchange Rate" means, with respect to a Specified Currency, the noon dollar
buying rate for such Specified Currency for cable transfers quoted by the
Exchange Rate Agent specified above in The City of New York on the Record Date
or Special Record Date (as defined below) or the fifteenth day immediately
preceding the Maturity Date or such other date provided herein or in the
Indenture, as the case may be, as certified for customs purposes by the Federal
Reserve Bank of New York.
If any payment of principal of, premium, if any, or interest
on this Note is to be made in a Specified Currency other than U.S. dollars and
such Specified Currency is not available to the Company for making such payment
due to the imposition of exchange controls or other circumstances beyond the
control of the Company, the Company will be entitled to satisfy its obligations
to the Holder hereof by making such payment in U.S. dollars on the basis of the
Exchange Rate referred to below two Business Days prior to the Interest Payment
Date or the Maturity Date, as the case may be (or, if no rate is quoted for such
Specified Currency on such date, the last date such Exchange Rate is quoted).
Any payment made under such circumstances in U.S. dollars where the required
payment is in a Specified Currency other than U.S. dollars will not constitute
an Event of Default under the Indenture. For purposes of this paragraph and the
immediately succeeding paragraph, the "Exchange Rate" for a foreign currency
will be the noon dollar selling rate for that currency for cable transfers
quoted by the Exchange Rate Agent in The City of New York, as certified for
customs purposes by the Federal Reserve Bank of New York.
All determinations referred to above made by the Exchange Rate
Agent shall be at its sole discretion (except to the extent expressly provided
that any determination is subject to approval) and, in the absence of manifest
error, shall be conclusive for all purposes and binding on the Holder of this
Note and the Exchange Rate Agent shall have no liability therefor.
Any interest not punctually paid or duly provided for with
respect to this Note ("Defaulted Interest") will forthwith cease to be payable
to the Holder of this Note on the applicable Record Date and may either be paid
to the person in whose name this Note is registered at the close of business on
a special record date (the "Special Record Date") for the payment of such
Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to
the Holder of this Note not less than ten days prior to such Special Record
Date, or may be paid at any time in any other lawful manner, all as more
completely described in the Indenture.
Unless otherwise specified above, interest will be computed on
the basis of a 360-day year of twelve 30-day months.
This Note is one of a duly authorized issue of debentures,
notes, bonds or other evidences of indebtedness of the Company (collectively,
the "Debt Securities"), of the series hereinafter specified, all issued or to be
issued under and pursuant to an indenture, dated as of January 1, 1992, as
amended, supplemented or modified from time to time, including Supplemental
Indenture No. 1 thereto dated as of June 15, 1995 (collectively, the
"Indenture"), among the Company, the Guarantor (as defined below), and The Bank
of New York, as trustee (the "Trustee," which term includes any successor
trustee under the Indenture), to which Indenture reference is hereby made for a
description of the respective rights, limitations of rights, obligations, duties
and immunities thereunder of the Trustee, the Company, the Guarantor and the
Holders of the Notes. The Debt Securities may be issued in one or more series,
which different series (and which Debt Securities issued within each series) may
be issued in various aggregate principal amounts, may mature at different times,
may bear interest, if any, at different rates or formulas, may be subject to
different redemption or repayment provisions, if any, may be subject to
different sinking, purchase or analogous funds, if any, and may otherwise vary
as provided in the Indenture. This Note is one of a series designated as
"Medium-Term Notes, Series I, Due Nine Months or More From Date of Issue" of the
Company (collectively, the "Notes"), limited in aggregate offering price to
U.S.$3,000,000,000, or the equivalent thereof in one or more Specified
Currencies other than U.S. dollars.
If an Event of Default, as defined in the Indenture, with
respect to the Notes shall have occurred and be continuing, the principal hereof
(or, if this Note is an Original Issue Discount Security (as defined below), the
Amortized Face Amount (as defined below)) and accrued but unpaid interest (or,
if this Note is an Original Issue Discount Security, any accrued but unpaid
interest but only to the extent such interest would constitute qualified stated
interest within the meaning of Treasury Regulation Section 1.1273-1(c) under the
Internal Revenue Code of 1986, as amended (the "Code"), as in effect on June 15,
2000) hereon, may be declared, and upon such declaration shall become, due and
payable in the manner, with the effect and subject to the conditions provided in
the Indenture.
The Indenture contains provisions permitting the Company, the
Guarantor and the Trustee, with the consent of the Holders of a majority in
aggregate principal amount of the Debt Securities at the time outstanding of
each series to be affected, evidenced as in the Indenture provided, to execute
supplemental indentures adding any provisions to or changing in any manner or
eliminating any of the provisions of the Indenture or modifying in any manner
the rights of the Holders of the Debt Securities; provided, however, that no
such supplemental indenture shall, without the consent of the Holder of each
outstanding Debt Security affected thereby: (i) except as otherwise permitted in
the Indenture in connection with Debt Securities for which the Stated Maturity
is extendible, change the Stated Maturity of the principal of, or any
installment of interest on, any such Debt Security; (ii) reduce the principal
amount of any such Debt Security or, except as otherwise permitted in the
Indenture in connection with Debt Securities for which the interest rate may be
reset, the interest thereon or any premium payable upon the redemption or
repayment thereof; (iii) reduce the amount of the principal of an Original Issue
Discount Security that would be due and payable upon a declaration of
acceleration of the Maturity thereof; (iv) adversely affect any right of
repayment at the option of the Holder of any such Debt Security; (v) reduce the
amount of, or postpone the date fixed for, any payment under any sinking fund or
analogous provisions for any Debt Security; (vi) change any Place of Payment, or
the currency or currency unit of the payment of the principal of, premium, if
any, or interest on any Debt Security; (vii) change or eliminate certain rights
of Holders to receive payment in a designated currency; (viii) impair the right
to institute suit for the enforcement of any required payment on or with respect
to any Debt Security; (ix) reduce the percentage in aggregate principal amount
of the Outstanding Debt Securities of any series, the consent of whose Holders
is required for any such supplemental indenture, or the consent of whose Holders
is required for any waiver (of compliance with certain provisions of the
Indenture or certain defaults thereunder and their consequences) provided for in
the Indenture; (x) modify certain other provisions of the Indenture; or (xi)
modify or affect in any manner adverse to the Holders the terms and conditions
of the obligations of the Guarantor in respect of the due and punctual payment
of principal of, or premium, if any, or interest on, the Debt Securities. It is
also provided in the Indenture that, with respect to certain defaults or Events
of Default regarding the Debt Securities of any series, the Holders of a
majority in aggregate principal amount of the Debt Securities of such series at
the time outstanding may on behalf of the Holders of all of the Debt Securities
of such series waive any past default or Event of Default and its consequences,
except a default in the payment of the principal of, or premium, if any, or
interest on, any Debt Security of such series or in respect of certain other
covenants or provisions of the Indenture. Any such consent or waiver by the
Holder of this Note shall be conclusive and binding upon such Holder and upon
all future Holders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange herefor or in lieu hereof, whether or not any
notation of such consent or waiver is made upon this Note or such other Notes.
The Guarantor, or a Subsidiary thereof, may directly assume,
by a supplemental indenture, the due and punctual payment of the principal of,
and premium, if any, and interest on, all the Debt Securities, in which case the
Company shall be released from its liability as obligor on the Debt Securities.
No reference herein to the Indenture and no reference to any
provision of this Note shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of, and premium, if
any, and interest on, this Note at the places, at the respective times, at the
rate and in the currency herein prescribed.
The Notes are issuable in registered form without coupons in
the minimum denomination of U.S.$1,000, or the equivalent thereof in the
Specified Currency (if other than U.S. dollars), and in integral multiples of
U.S.$1,000 in excess thereof, or the equivalent thereof in such Specified
Currency, or such other minimum denomination as specified on the face hereof.
Notes may be exchanged by the Holder hereof, without charge except for any tax,
assessment or other governmental charge imposed in connection therewith, for a
like aggregate principal amount of Notes of other authorized denominations in
the manner and subject to the limitations provided in the Indenture at the
Corporate Trust Office of the Trustee.
If this Note is subject to Optional Redemption as specified
above, the Company may at its option redeem this Note in whole or, from time to
time, in part in increments of U.S. $1,000 (provided that any remaining
principal amount hereof shall be not less than the minimum denomination, as
described above) on or after the Initial Redemption Date specified above at the
sum of (i) 100% of the unpaid principal amount hereof or the portion thereof
redeemed (or, if this Note is an Original Issue Discount Security, 100% of the
Amortized Face Amount, or portion thereof redeemed, determined as of the
Redemption Date as provided below), plus (ii) the Initial Redemption Percentage
specified above (as adjusted for the Annual Redemption Percentage Reduction, if
applicable) multiplied by the unpaid principal amount or the portion thereof
redeemed (or, if this Note is an Original Issue Discount Security, the Issue
Price specified above, net of any portion of such Issue Price which has been
deemed paid prior to redemption (by reason of any payments, other than a payment
of qualified stated interest, in excess of the original issue discount accrued
to the date of such payment), or the portion of such Issue Price (or such net
amount) proportionate to the portion of the unpaid principal amount of the Note
redeemed), plus (iii) accrued but unpaid interest to the Redemption Date (or, if
this Note is an Original Issue Discount Security, any accrued but unpaid
interest to the Redemption Date but only to the extent such interest would
constitute qualified stated interest within the meaning of Treasury Regulation
Section 1.1273-1(c) under the Code). Such Initial Redemption Percentage shall
decline at each anniversary of the Initial Redemption Date by an amount equal to
the Annual Redemption Percentage Reduction, if any, specified above, until the
Initial Redemption Percentage equals zero percent. The Company may exercise such
option by causing the Trustee to mail a notice of such redemption to the Holder
hereof not less than 30 but not more than 60 days prior to the Redemption Date.
In the event of redemption of this Note in part only, a new Note or Notes for
the unredeemed portion hereof shall be issued in the name of the Holder hereof
upon the cancellation hereof. If less than all of the Notes with like tenor and
terms to this Note are to be redeemed, the Notes to be redeemed shall be
selected by the Trustee by such method as the Trustee shall deem fair and
appropriate.
An "Original Issue Discount Security" means any Note that has
been issued at an Issue Price lower, by an amount that equals or exceeds a de
minimis amount (as determined under United States Federal income tax rules
applicable to original issue discount instruments), than the principal amount
thereof. If this Note is an Original Issue Discount Note, the "Amortized Face
Amount" of this Note shall be the amount equal to the sum of (a) the Issue Price
plus (b) the aggregate of the portions of the original issue discount (the
excess of the amounts considered as part of the "stated redemption price at
maturity" of this Note within the meaning of Section 1273(a)(2) of the Code,
whether denominated as principal or interest, over the Issue Price of this Note)
which shall theretofore have accrued pursuant to Section 1272 of the Code
(without regard to Section 1272(a)(7) of the Code) from the Original Issue Date
of this Note to the date of determination, minus (c) any amount considered as
part of the "stated redemption price at maturity" of such Note which has been
paid on this Note from the Original Issue Date to the date of determination. If
this Note is an Original Discount Security, the amount payable in the event of
acceleration of the maturity hereof shall be the Amortized Face Amount, plus
accrued but unpaid qualified stated interest as defined in clause (iii) of the
first sentence of the preceding paragraph.
If this Note is subject to Optional Repayment as specified
above, the Holder hereof may at its option require the Company to repay this
Note in whole or from time to time in part in increments of U.S.$1,000 or the
minimum denomination specified above (provided that any remaining principal
amount hereof shall not be less than the minimum denomination, as described
above) on any Optional Repayment Date specified above at the sum of (i) 100% of
the unpaid principal amount hereof or the portion thereof to be repaid (or if
this Note is an Original Issue Discount Security, 100% of the Amortized Face
Amount, or portion thereof to be repaid, determined as of the Repayment Date),
plus (ii) accrued but unpaid interest to the Repayment Date (or, if this Note is
an Original Issue Discount Security, any accrued but unpaid interest to the
Repayment Date but only to the extent such interest would constitute qualified
stated interest within the meaning of Treasury Regulation Section 1.1273-1(c)
under the Code). In order for this Note to be repaid, this Note must be
received, together with the form entitled "Option to Elect Repayment" duly
completed, by the Trustee at its Corporate Trust Office (or such other address
of which the Company shall from time to time notify the Holders of the Notes)
not more than 60 nor less than 30 days prior to the Repayment Date. Exercise of
such repayment option by the Holder hereof shall be irrevocable, except as
otherwise provided above.
Prior to due presentment of this Note for registration of
transfer, the Company, the Guarantor, the Trustee and any agent of the Company,
the Guarantor, or the Trustee may treat the Holder hereof as the owner of this
Note for the purpose of receiving payment of the principal hereof and premium,
if any, and interest hereon and for all other purposes whatsoever, whether or
not such Note be overdue, and neither the Company, the Guarantor, the Trustee
nor any such agent of the Company, the Guarantor or the Trustee shall be
affected by any notice to the contrary.
No recourse shall be had for the payment of the principal of,
or premium, if any, or interest on, this Note, or for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Indenture against
any incorporator, stockholder, officer, director or employee, as such, past,
present or future, of the Company or the Guarantor or any successor corporation,
whether by virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise, all such liability being,
by the acceptance hereof and as part of the consideration for the issue hereof,
expressly waived and released.
All terms used but not defined in this Note shall have the
meanings assigned to them in the Indenture.
The Indenture and the Notes shall be governed by and construed
in accordance with the laws of the State of New York.
This Note shall not be valid or become obligatory for any
purpose until the certificate of authentication hereon shall have been manually
signed by or on behalf of the Trustee under the Indenture.
<PAGE>
IN WITNESS WHEREOF, Countrywide Home Loans, Inc. has caused
this instrument to be signed in its name by the facsimile signatures of its duly
authorized officers, and has caused a facsimile of its corporate seal to be
affixed hereunto or imprinted hereon.
Date: COUNTRYWIDE HOME LOANS, INC.
[SEAL]
By:____________________________________ President and Chief Executive Officer
Attest:__________________________________
Secretary
<PAGE>
GUARANTEE
OF
COUNTRYWIDE CREDIT INDUSTRIES, INC.
For value received, Countrywide Credit Industries, Inc., a
corporation duly organized and existing under the laws of Delaware (the
"Guarantor"), hereby unconditionally guarantees to the Holder of the Note upon
which this Guarantee is endorsed the due and punctual payment of the principal
of, and premium, if any, and interest on, and sinking fund payments, if any,
required with respect to said Note, when and as the same shall become due and
payable, whether on the Stated Maturity Date, by acceleration, redemption or
repayment or otherwise, according to the terms thereof and of the Indenture
referred to therein. In case of the failure of Countrywide Home Loans, Inc. (the
"Company") punctually to pay any such principal, premium, interest, or sinking
fund payment, the Guarantor hereby agrees to cause any such payment to be made
punctually when and as the same shall become due and payable, whether on the
Stated Maturity Date, by acceleration, redemption or repayment or otherwise, and
as if such payment were made by the Company.
The Guarantor hereby agrees that its obligations hereunder
shall be as principal and not merely as surety, and shall be absolute,
irrevocable and unconditional, irrespective of, and shall be unaffected by, any
invalidity, irregularity or unenforceability of said Note or said Indenture, any
failure to enforce the provisions of said Note or said Indenture, or any waiver,
modification, consent or indulgence granted to the Company with respect thereto,
by the Holder of said Note or the Trustee under said Indenture, the recovery of
any judgment against the Company or any action to enforce the same, or any other
circumstances which may otherwise constitute a legal or equitable discharge of a
surety or guarantor. The Guarantor hereby waives diligence, presentment, demand
of payment, filing of claims with a court in the event of merger, insolvency or
bankruptcy of the Company, any right to require a proceeding first against the
Company, protest or notice with respect to said Note or the indebtedness
evidenced thereby and all demands whatsoever, and covenants that this Guarantee
will not be discharged except by payment in full of the principal of, and
premium, if any, and interest on, or any sinking fund payment required with
respect to, said Note and the complete performance of all other obligations
contained in said Note.
The Guarantor shall be subrogated to all rights of the Holder
of said Note against the Company in respect of any amounts paid to such Holder
by the Guarantor pursuant to the provisions of this Guarantee; provided,
however, that the Guarantor shall not be entitled to enforce, or to receive any
payments arising out of or based upon, such right of subrogation until the
principal of, and premium, if any, and interest on, and any sinking fund
payments required with respect to, all Notes of this series issued under said
Indenture shall have been paid in full and its other obligations under said
Indenture completed.
The Guarantor hereby certifies and warrants that all acts,
conditions and things required to be done and performed and to have happened
precedent to the creation and issuance of this Guarantee and to constitute the
valid obligation of the Guarantor have been done and performed and have happened
in due compliance with all applicable laws.
This Guarantee as endorsed on said Note shall not be entitled
to any benefit under said Indenture or become valid or obligatory for any
purpose until the certificate of authentication on said Note shall have been
signed manually by or on behalf of the Trustee under said Indenture.
This Guarantee shall be governed by and construed in
accordance with the laws of the State of New York.
<PAGE>
IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to
be duly executed in facsimile by its duly authorized officer under its corporate
seal.
COUNTRYWIDE CREDIT INDUSTRIES, INC.
By:_____________________________________________________________
Chairman, Chief Executive Officer and President
Attest:____________________________________________
Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the Debt Securities of the series designated therein referred to
in the within-mentioned Indenture.
THE BANK OF NEW YORK,
as Trustee
Date: By:_____________________________________________________________________
Authorized Signatory
<PAGE>
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs the
Company to repay this Note, or portion thereof specified below, in accordance
with the terms of this Note at a price equal to the principal amount hereof, or
portion thereof to be repaid (or, if this Note is an Original Issue Discount
Security, the Amortized Face Amount, or portion thereof to be repaid, determined
as of the Repayment Date), together with accrued but unpaid interest to the
Repayment Date (or, if this Note is an Original Issue Discount Security, any
accrued but unpaid interest to the Repayment Date but only to the extent such
interest would constitute qualified stated interest within the meaning of
Treasury Regulation Section 1.1273-1(c) under the Code), by payment to the
undersigned at
-------------------------------------------------------------------------------
(Please print or typewrite name and address, including zip
code, of the undersigned).
In order for this Note to be repaid, the Trustee must receive
at its Corporate Trust Office at 101 Barclay Street, New York, New York 10286,
or at such other place or places of which the Company shall from time to time
notify the Holders of the Notes, not more than 60 nor less than 30 days prior to
the Repayment Date, this Note with this Option to Elect Repayment form duly
completed.
If less than the entire principal amount, or Amortized Face
Amount, as applicable, of this Note is to be repaid, specify the portion thereof
(which shall be in increments of U.S.$1,000 or other increments specified above)
to be repaid: ______________.
If less than the entire principal amount, or Amortized Face
Amount, as applicable, of this Note is to be repaid, specify the denomination(s)
of the Note(s) to be issued for the unpaid amount (which shall be U.S.$1,000 or
increments of U.S.$1,000 in excess thereof, or such other minimum denomination
specified above):______________.
Date:
______________________________________Note:
The signature on this
Option to Elect Repayment
must correspond with the
name as written upon the
face of the within
instrument in every
particular, without
alteration or enlargement,
or any change whatsoever.
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s)
unto
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE
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Please Print or Typewrite Name and Address Including Zip Code of Assignee
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the within Note and all rights thereunder, hereby irrevocably constituting and
appointing
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to transfer said Note on the books of the Company, with full power of
substitution in the premises.
Dated: Signature: ______________________________________________________
-------------
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within instrument in every particular, without
alteration or enlargement, or any change whatsoever.
<PAGE>
