Exhibit 3
Form of Floating Rate Medium-Term Note
COUNTRYWIDE HOME LOANS, INC.
(CUSIP No. )
REGISTERED PRINCIPAL AMOUNT
No. FL- $
MEDIUM-TERM NOTE, SERIES I
(Floating 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>
- 91 -
ISSUE PRICE:
ORIGINAL ISSUE DATE:
PRINCIPAL AMOUNT:
SPECIFIED CURRENCY:
MINIMUM DENOMINATION:
EXCHANGE RATE AGENT:
BASE RATE(S):
IF CMT RATE:
|_| CMT TELERATE PAGE 7051
|_| CMT TELERATE PAGE 7052:
|_| WEEKLY AVERAGE
|_| MONTHLY AVERAGE
IF LIBOR:
|_| LIBOR TELERATE
|_| LIBOR REUTERS
LIBOR CURRENCY:
LIBOR PAGE:
INDEX MATURITY:
INTEREST FACTOR CONVENTION:
SPREAD (plus or minus):
SPREAD MULTIPLIER:
MAXIMUM INTEREST RATE:
MINIMUM INTEREST RATE:
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):
STATED MATURITY DATE:
INITIAL INTEREST RATE:
INTEREST RESET DATES:
INTEREST PAYMENT DATES:
FIXED RATE COMMENCEMENT DATE:
FIXED INTEREST RATE:
CALCULATION AGENT:
OTHER/ADDITIONAL TERMS:
<PAGE>
120
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 in arrears at a rate per annum equal to the Initial Interest
Rate specified above from the Original Issue Date specified above until the
first Interest Reset Date specified above following the Original Issue Date and
thereafter, except as specified herein, at a rate determined in accordance with
the provisions below under the heading "Determination of CD Rate,"
"Determination of CMT Rate," "Determination of Commercial Paper Rate,"
"Determination of Eleventh District Cost of Funds Rate," "Determination of
Federal Funds Rate," "Determination of LIBOR," "Determination of Prime Rate," or
"Determination of Treasury Rate" depending upon whether an applicable Base Rate
specified is the CD Rate, the CMT Rate, the Commercial Paper Rate, the Eleventh
District Cost of Funds Rate, the Federal Funds Rate, LIBOR, the Prime Rate or
the Treasury Rate, respectively, until the principal hereof becomes due and
payable. The Company will pay interest on the Interest Payment Dates specified
above (each, an "Interest Payment Date"), commencing with the Interest Payment
Date next succeeding the Original Issue Date, 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); provided,
however, that if an Interest Payment Date other than the Maturity Date would
fall on a day that is not a Business Day (as defined below), such Interest
Payment Date shall be postponed to the next Business Day, except that if
interest hereon is determined by reference to LIBOR and such next Business Day
falls in the next calendar month, such Interest Payment Date shall be the
immediately preceding Business Day; provided, further, that if the Maturity Date
falls on a day that is not a Business Day, payment of principal, premium, if
any, and/or interest to be made on the Maturity Date shall be made on the next
Business Day with the same force and effect as if made on the Maturity Date, and
no interest on such payment shall accrue to the next Business Day. For purposes
of this Note, "Business Day" means (A) 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), and (B) if interest hereon is determined by reference to
LIBOR, such day is also a London Banking Day (as defined below). "Principal
Financial Center" means the capital city of the country issuing the Specified
Currency, except that with respect to U.S. dollars, Australian dollars, Canadian
dollars, Deutsche marks, Dutch guilders, Italian lire, Portuguese escudos, South
African rand and Swiss francs, the "Principal Financial Center" shall be The
City of New York, Sydney and (solely in the case of the Specified Currency)
Melbourne, Toronto, Frankfurt, Amsterdam, Milan, London (solely in the case of
the LIBOR Currency (as defined below)), Johannesburg and Zurich, respectively.
"London Banking Day" means any day on which banking institutions are open for
business (including dealings in the LIBOR Currency) in London.
The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will be paid 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 fifteenth day (whether or not a Business Day)
immediately preceding such Interest Payment Date (each, a "Record 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,
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 hereby 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 foreign 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 provided in the Indenture.
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, limitation 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 issue amount to
U.S.$3,000,000,000 or the equivalent thereof in one or more Specified Currencies
other than U.S. dollars.
The interest payable hereon on each Interest Payment Date will
include interest accrued 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,
as the case may be, to, but excluding, the applicable Interest Payment Date or
the Maturity Date, as the case may be (each, an "Interest Period"). Accrued
interest will be calculated by multiplying the principal amount hereof by an
accrued interest factor. Such accrued interest factor shall be computed by
adding the interest factor calculated for each day in the Interest Period for
which accrued interest is being calculated. The interest factor for each such
day shall be computed by dividing the interest rate applicable to such day by
360 if an applicable Base Rate is the CD Rate, the Commercial Paper Rate, the
Eleventh District Cost of Funds Rate, the Federal Funds Rate, LIBOR or the Prime
Rate or by the actual number of days in the year if an applicable Base Rate is
the CMT Rate or the Treasury Rate. If more than one Base Rate is applicable to
this Note, the interest factor will be calculated in the same manner as if only
the Base Rate specified above under "Interest Factor Convention" applied.
This Note will bear interest at the rate determined in
accordance with the provisions set forth below by reference to the applicable
Base Rate, or the lowest, highest or average of two or more Base Rates, as
specified above, based on the Index Maturity, if any, specified above (i) plus
or minus the Spread, if any, and/or (ii) multiplied by the Spread Multiplier, if
any, in each case specified above. Commencing with the first Interest Reset Date
specified above, the rate at which interest on this Note is payable shall be
reset as of each Interest Reset Date; provided, however, that (i) the interest
rate in effect for the period, if any, from the Original Issue Date to the first
Interest Reset Date will be the Initial Interest Rate and (ii) if a Fixed Rate
Commencement Date is specified above, the interest rate in effect for the period
commencing on the Fixed Rate Commencement Date to the Maturity Date shall be the
Fixed Interest Rate specified above or, if no Fixed Interest Rate is specified
above, the interest rate in effect on the day immediately preceding the Fixed
Rate Commencement Date.
Except as set forth in the immediately preceding paragraph,
the interest rate applicable to an Interest Reset Period (as defined below)
commencing on the related Interest Reset Date will be determined by reference to
the applicable Base Rate as of the particular "Interest Determination Date",
which will be (i) with respect to the Federal Funds Rate and the Prime Rate, the
Business Day immediately preceding the related Interest Reset Date; (ii) with
respect to the CD Rate, the CMT Rate and the Commercial Paper Rate, the second
Business Day preceding the related Interest Reset Date; (iii) with respect to
the Eleventh District Cost of Funds Rate, the last working day of the month
immediately preceding the related Interest Reset Date on which the Federal Home
Loan Bank of San Francisco publishes the Index (as defined below); (iv) with
respect to LIBOR, the second London Banking Day preceding the related Interest
Reset Date; and (v) with respect to the Treasury Rate, the day in the week in
which the related Interest Reset Date falls on which day Treasury Bills (as
defined below) are normally auctioned (i.e. Treasury Bills are normally sold at
auction on Monday of each week, unless that day is a legal holiday, in which
case the auction is normally held on the following Tuesday, except that the
auction may be held on the preceding Friday); provided, however, that if an
auction is held on the Friday of the week preceding the related Interest Reset
Date, the Interest Determination Date will be the preceding Friday. The
"Interest Reset Period" is the period between Interest Reset Dates. If interest
hereon is determined by reference to two or more Base Rates, the "Interest
Determination Date" means the most recent Business Day which is at least two
Business Days prior to the applicable Interest Reset Date on which each Base
Rate shall be determinable. Each Base Rate shall be determined and compared as
of such date, and the applicable interest rate shall take effect on the related
Interest Reset Date.
If any Interest Reset Date would otherwise be a day that is
not a Business Day, such Interest Reset Date shall be postponed to the next
Business Day, except that if interest hereon is determined by reference to LIBOR
and such next Business Day falls in the next calendar month, such Interest Reset
Date shall be the immediately preceding Business Day.
Notwithstanding the foregoing, the interest rate hereon shall
not be greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any, specified above. In addition, the interest rate hereon
shall in no event be higher than the maximum rate permitted by New York law as
the same may be modified by United States law of general application.
Subject to applicable provisions of law and except as
specified herein, on each applicable Interest Reset Date the rate of interest
will be calculated by the Calculation Agent specified below in accordance with
the provisions of the applicable heading below.
Unless otherwise specified above, all percentages resulting
from any calculation of the rate of interest on this Note will be rounded, if
necessary, to the nearest one hundred-thousandth of a percentage point, with
five one-millionths of a percentage point rounded upward, and all amounts used
in or resulting from such calculation on this Note will be rounded, in the case
of U.S. dollars, to the nearest cent (with one-half cent being rounded upward)
or, in the case of a Specified Currency other than U.S. dollars, to the nearest
unit (with one-half unit being rounded upward).
Determination of CD Rate. If an applicable Base Rate is the CD Rate, "CD Rate"
for each applicable Interest Reset Date will be:
(1) the rate on the particular Interest Determination Date for
negotiable United States dollar certificates of deposit having
the Index Maturity specified above as published in H.15(519)
(as defined below) under the caption "CDs (secondary market)",
or
(2) if the rate referred to in clause (1) is not so published by
3:00 P.M., New York City time, on the related Calculation Date
(as defined below), the rate on the particular Interest
Determination Date for negotiable United States dollar
certificates of deposit of the particular Index Maturity as
published in H.15 Daily Update (as defined below), or such
other recognized electronic source used for the purpose of
displaying the applicable rate, under the caption "CDs
(secondary market)", or
(3) if the rate referred to in clause (2) is not so published by
3:00 P.M., New York City time, on the related Calculation
Date, the rate on the particular Interest Determination Date
calculated by the Calculation Agent as the arithmetic mean of
the secondary market offered rates as of 10:00 A.M., New York
City time, on that Interest Determination Date, of three
leading nonbank dealers in negotiable United States dollar
certificates of deposit in The City of New York (which may
include the Agents or their affiliates) selected by the
Calculation Agent for negotiable United States dollar
certificates of deposit of major United States money market
banks for negotiable United States certificates of deposit
with a remaining maturity closest to the particular Index
Maturity in an amount that is representative for a single
transaction in that market at that time, or
(4) if the dealers so selected by the Calculation Agent are not
quoting as mentioned in clause (3), the CD Rate in effect on
the particular Interest Determination Date.
"H.15(519)" means the weekly statistical release designated as
H.15(519), or any successor publication, published by the Board of Governors of
the Federal Reserve System.
"H.15 Daily Update" means the daily update of H.15(519), available
through the world-wide-web site of the Board of Governors of the Federal Reserve
System at http:/www.bog.frb.fed.us/releases/h15/update, or any successor site or
publication.
Determination of CMT Rate. If an applicable Base Rate is the CMT Rate, "CMT
Rate" for each applicable Interest Reset Date will be:
(1) if CMT Telerate Page 7051 is specified above:
(a) the percentage equal to the yield for United
States Treasury securities at "constant maturity" having the
Index Maturity specified above as published in H.15(519) under
the caption "Treasury Constant Maturities", as the yield is
displayed on Bridge Telerate, Inc. (or any successor service)
on page 7051 (or any other page as may replace the specified
page on that service) ("Telerate Page 7051"), for the
particular Interest Determination Date, or
(b) if the rate referred to in clause (a) does not so
appear on Telerate Page 7051, the percentage equal to the
yield for United States Treasury securities at "constant
maturity" having the particular Index Maturity and for the
particular Interest Determination Date as published in
H.15(519) under the caption "Treasury Constant Maturities", or
(c) if the rate referred to in clause (b) does not so
appear in H.15(519), the rate on the particular Interest
Determination Date for the period of the particular Index
Maturity as may then be published by either the Federal
Reserve System Board of Governors or the United States
Department of the Treasury that the Calculation Agent
determines to be comparable to the rate which would otherwise
have been published in H.15(519), or
(d) if the rate referred to in clause (c) is not so
published, the rate on the particular Interest Determination
Date calculated by the Calculation Agent as a yield to
maturity based on the arithmetic mean of the secondary market
bid prices at approximately 3:30 P.M., New York City time, on
that Interest Determination Date of three leading primary
United States government securities dealers in The City of New
York (which may include the agents or their affiliates) (each,
a "Reference Dealer"), selected by the Calculation Agent from
five Reference Dealers selected by the Calculation Agent and
eliminating the highest quotation, or, in the event of
equality, one of the highest, and the lowest quotation or, in
the event of equality, one of the lowest, for United States
Treasury securities with an original maturity equal to the
particular Index Maturity, a remaining term to maturity no
more than 1 year shorter than that Index Maturity and in a
principal amount that is representative for a single
transaction in the securities in that market at that time, or
(e) if fewer than five but more than two of the
prices referred to in clause (d) are provided as requested,
the rate on the particular Interest Determination Date
calculated by the Calculation Agent based on the arithmetic
mean of the bid prices obtained and neither the highest nor
the lowest of the quotations shall be eliminated, or
(f) if fewer than three prices referred to in clause
(d) are provided as requested, the rate on the particular
Interest Determination Date calculated by the Calculation
Agent as a yield to maturity based on the arithmetic mean of
the secondary market bid prices as of approximately 3:30 P.M.,
New York City time, on that Interest Determination Date of
three Reference Dealers selected by the Calculation Agent from
five Reference Dealers selected by the Calculation Agent and
eliminating the highest quotation or, in the event of
equality, one of the highest and the lowest quotation or, in
the event of equality, one of the lowest, for United States
Treasury securities with an original maturity greater than the
particular Index Maturity, a remaining term to maturity
closest to that Index Maturity and in a principal amount that
is representative for a single transaction in the securities
in that market at that time, or
(g) if fewer than five but more than two prices
referred to in clause (f) are provided as requested, the rate
on the particular Interest Determination Date calculated by
the Calculation Agent based on the arithmetic mean of the bid
prices obtained and neither the highest nor the lowest of the
quotations will be eliminated, or
(h) if fewer than three prices referred to in clause
(f) are provided as requested, the CMT Rate in effect on the
particular Interest Determination Date.
(2) if CMT Telerate Page 7052 is specified above:
(a) the percentage equal to the one-week or
one-month, as specified above, average yield for United States
Treasury securities at "constant maturity" having the Index
Maturity specified above as published in H.15(519) opposite
the caption "Treasury Constant Maturities", as the yield is
displayed on Bridge Telerate, Inc. (or any successor service)
(on page 7052 or any other page as may replace the specified
page on that service) ("Telerate Page 7052"), for the week or
month, as applicable, ended immediately preceding the week or
month, as applicable, in which the particular Interest
Determination Date falls, or
(b) if the rate referred to in clause (a) does not so
appear on Telerate Page 7052, the percentage equal to the
one-week or one-month, as specified above, average yield for
United States Treasury securities at "constant maturity"
having the particular Index Maturity and for the week or
month, as applicable, preceding the particular Interest
Determination Date as published in H.15(519) opposite the
caption "Treasury Constant Maturities," or
(c) if the rate referred to in clause (b) does not so
appear in H.15(519), the one-week or one-month, as specified
above, average yield for United States Treasury securities at
"constant maturity" having the particular Index Maturity as
otherwise announced by the Federal Reserve Bank of New York
for the week or month, as applicable, ended immediately
preceding the week or month, as applicable, in which the
particular Interest Determination Date falls, or
(d) if the rate referred to in clause (c) is not so
published, the rate on the particular Interest Determination
Date calculated by the Calculation Agent as a yield to
maturity based on the arithmetic mean of the secondary market
bid prices at approximately 3:30 P.M., New York City time, on
that Interest Determination Date of three Reference Dealers
selected by the Calculation Agent from five Reference Dealers
selected by the Calculation Agent and eliminating the highest
quotation, or, in the event of equality, one of the highest,
and the lowest quotation or, in the event of equality, one of
the lowest, for United States Treasury securities with an
original maturity equal to the particular Index Maturity, a
remaining term to maturity no more than 1 year shorter than
that Index Maturity and in a principal amount that is
representative for a single transaction in the securities in
that market at that time, or
(e) if fewer than five but more than two of the
prices referred to in clause (d) are provided as requested,
the rate on the particular Interest Determination Date
calculated by the Calculation Agent based on the arithmetic
mean of the bid prices obtained and neither the highest nor
the lowest of the quotations shall be eliminated, or
(f) if fewer than three prices referred to in clause
(d) are provided as requested, the rate on the particular
Interest Determination Date calculated by the Calculation
Agent as a yield to maturity based on the arithmetic mean of
the secondary market bid prices as of approximately 3:30 P.M.,
New York City time, on that Interest Determination Date of
three Reference Dealers selected by the Calculation Agent from
five Reference Dealers selected by the Calculation Agent and
eliminating the highest quotation or, in the event of
equality, one of the highest and the lowest quotation or, in
the event of equality, one of the lowest, for United States
Treasury securities with an original maturity greater than the
particular Index Maturity, a remaining term to maturity
closest to that Index Maturity and in a principal amount that
is representative for a single transaction in the securities
in that market at the time, or
(g) if fewer than five but more than two prices
referred to in clause (f) are provided as requested, the rate
on the particular Interest Determination Date calculated by
the Calculation Agent based on the arithmetic mean of the bid
prices obtained and neither the highest or the lowest of the
quotations will be eliminated, or
(h) if fewer than three prices referred to in clause
(f) are provided as requested, the CMT Rate in effect on that
Interest Determination Date.
If two United States Treasury securities with an original maturity greater than
the Index Maturity specified above have remaining terms to maturity equally
close to the particular Index Maturity, the quotes for the United States
Treasury security with the shorter original remaining term to maturity will be
used.
Determination of Commercial Paper Rate. If an applicable Base Rate is the
Commercial Paper Rate, "Commercial
----------------------------------------
Paper Rate" for each applicable Interest Reset Date will be:
(1) the Money Market Yield (as defined below) on the particular
Interest Determination Date of the rate for commercial paper
having the Index Maturity specified above as published in
H.15(519) under the caption "Commercial Paper-Nonfinancial",
or
(2) if the rate referred to in clause (1) is not so published by
3:00 P.M., New York City time, on the related Calculation
Date, the Money Market Yield of the rate on the particular
Interest Determination Date for commercial paper having the
particular Index Maturity as published in H.15 Daily Update,
or such other recognized electronic source used for the
purpose of displaying the applicable rate, under the caption
"Commercial Paper-Nonfinancial", or
(3) if the rate referred to in clause (2) is not so published by
3:00 P.M., New York City time, on the related Calculation
Date, the rate on the particular Interest Determination Date
calculated by the Calculation Agent as the Money Market Yield
of the arithmetic mean of the offered rates at approximately
11:00 A.M., New York City time, on that Interest Determination
Date of three leading dealers of United States dollar
commercial paper in The City of New York (which may include
the Agents or their affiliates) selected by the Calculation
Agent for commercial paper having the particular Index
Maturity placed for industrial issuers whose bond rating is
"Aa", or the equivalent, from a nationally recognized
statistical rating organization, or
(4) if the dealers so selected by the Calculation Agent are not
quoting as mentioned in clause (3), the Commercial Paper Rate
in effect on the particular Interest Determination Date.
"Money Market Yield" means a yield (expressed as a percentage) calculated in
accordance with the following formula:
[OBJECT OMITTED]
where "D" refers to the applicable per annum rate for commercial paper quoted on
a bank discount basis and expressed as a decimal, and "M" refers to the actual
number of days in the applicable Interest Reset Period.
Determination of Eleventh District Cost of Funds Rate. If an applicable Base
Rate is the Eleventh District Cost of Funds Rate, "Eleventh District Cost of
Funds Rate" for each applicable Interest Reset Date will be:
(1) the rate equal to the monthly weighted average cost of funds
for the calendar month immediately preceding the month in
which the particular Interest Determination Date falls as set
forth under the caption "11th District" on the display on
Bridge Telerate, Inc. (or any successor service) on page 7058
(or any other page as may replace the specified page on that
service) ("Telerate Page 7058") as of 11:00 A.M., San
Francisco time, on that Interest Determination Date, or
(2) if the rate referred to in clause (1) does not so appear on
Telerate Page 7058, the monthly weighted average cost of funds
paid by member institutions of the Eleventh Federal Home Loan
Bank District that was most recently announced (the "Index")
by the Federal Home Loan Bank of San Francisco as the cost of
funds for the calendar month immediately preceding that
Interest Determination Date, or
(3) if the Federal Home Loan Bank of San Francisco fails to
announce the Index on or prior to the particular Interest
Determination Date for the calendar month immediately
preceding that Interest Determination Date, the Eleventh
District Cost of Funds Rate in effect on the particular
Interest Determination Date.
Determination of Federal Funds Rate. If an applicable Base Rate is the Federal
Funds Rate, "Federal Funds Rate"
------------------------------------
for each applicable Interest Reset Date will be:
(1) the rate on the particular Interest Determination Date for
United States dollar federal funds as published in H.15(519)
under the caption "Federal Funds (Effective)" and displayed on
Bridge Telerate, Inc. (or any successor service) on page 120
(or any other page as may replace the specified page on that
service) ("Telerate Page 120"), or
(2) if the rate referred to in clause (1) does not so appear on
Telerate Page 120 or is not so published by 3:00 P.M., New
York City time, on the related Calculation Date, the rate on
the particular Interest Determination Date for United States
dollar federal funds as published in H.15 Daily Update, or
such other recognized electronic source used for the purpose
of displaying the applicable rate, under the caption "Federal
Funds (Effective)", or
(3) if the rate referred to in clause (2) is not so published by
3:00 P.M., New York City time, on the related Calculation
Date, the rate on the particular Interest Determination Date
calculated by the Calculation Agent as the arithmetic mean of
the rates for the last transaction in overnight United States
dollar federal funds arranged by three leading brokers of
United States dollar federal funds transactions in The City of
New York (which may include the Agents or their affiliates)
selected by the Calculation Agent prior to 9:00 A.M., New York
City time, on that Interest Determination Date, or
(4) if the brokers so selected by the Calculation Agent are not
quoting as mentioned in clause (3), the Federal Funds Rate in
effect on the particular Interest Determination Date.
Determination of LIBOR. If an applicable Base Rate is LIBOR, "LIBOR" for each
applicable Interest Reset Date will be:
(1) if "LIBOR Telerate" is specified above or if neither "LIBOR
Reuters" nor "LIBOR Telerate" is specified above as the method
for calculating LIBOR, the rate for deposits in the LIBOR
Currency having the Index Maturity specified above, commencing
on the related Interest Reset Date, that appears on the LIBOR
Page as of 11:00 A.M., London time, on the particular Interest
Determination Date, or
(2) if "LIBOR Reuters" is specified above, the arithmetic mean of
the offered rates, calculated by the Calculation Agent, or the
offered rate, if the LIBOR Page by its terms provides only for
a single rate, for deposits in the LIBOR Currency having the
particular Index Maturity, commencing on the related Interest
Reset Date, that appear or appears, as the case may be, on the
LIBOR Page as of 11:00 A.M., London time, on the particular
Interest Determination Date, or
(3) if fewer than two offered rates appear, or no rate appears, as
the case may be, on the particular Interest Determination Date
on the LIBOR Page as specified in clause (1) or (2), as
applicable, the rate calculated by the Calculation Agent of at
least two offered quotations obtained by the Calculation Agent
after requesting the principal London offices of each of four
major reference banks (which may include affiliates of the
Agents) in the London interbank market to provide the
Calculation Agent with its offered quotation for deposits in
the LIBOR Currency for the period of the particular Index
Maturity, commencing on the related Interest Reset Date, to
prime banks in the London interbank market at approximately
11:00 A.M., London time, on that Interest Determination Date
and in a principal amount that is representative for a single
transaction in the LIBOR Currency in that market at that time,
or
(4) if fewer than two offered quotations referred to in clause (3)
are provided as requested, the rate calculated by the
Calculation Agent as the arithmetic mean of the rates quoted
at approximately 11:00 A.M., in the applicable Principal
Financial Center, on the particular Interest Determination
Date by three major banks (which may include affiliates of the
Agents) in that Principal Financial Center selected by the
Calculation Agent for loans in the LIBOR Currency to leading
European banks having the particular Index Maturity and in a
principal amount that is representative for a single
transaction in the LIBOR Currency in that market at that time,
or
(5) if the banks so selected by the Calculation Agent are not
quoting as mentioned in clause (4), LIBOR in effect on the
particular Interest Determination Date.
"LIBOR Currency" means the currency specified above as to which LIBOR shall be
calculated or, if no currency is specified above, United States dollars.
"LIBOR Page" means either:
o if "LIBOR Reuters" is specified above, the display on the Reuter
Monitor Money Rates Service (or any successor service) on the page
specified above (or any other page as may replace that page on
that service) for the purpose of displaying the London interbank
rates of major banks for the LIBOR Currency; or
o if "LIBOR Telerate" is specified above or neither "LIBOR Reuters"
nor "LIBOR Telerate" is specified above as the method for
calculating LIBOR, the display on Bridge Telerate, Inc. (or any
successor service) on the page specified above (or any other page
as may replace such page on such service) for the purpose of
displaying the London interbank rates of major banks for the LIBOR
Currency.
Determination of Prime Rate. If an applicable Base Rate is the Prime Rate,
"Prime Rate" for each applicable
----------------------------
Interest Reset Date will be:
(1) the rate on the particular Interest Determination Date as published in
H.15(519) under the caption "Bank Prime Loan", or
(2) if the rate referred to in clause (1) is not so published by
3:00 P.M., New York City time, on the related Calculation
Date, the rate on the particular Interest Determination Date
as published in H.15 Daily Update, or such other recognized
electronic source used for the purpose of displaying the
applicable rate, under the caption "Bank Prime Loan", or
(3) if the rate referred to in clause (2) is not so published by
3:00 P.M., New York City time, on the related Calculation
Date, the rate on the particular Interest Determination Date
calculated by the Calculation Agent as the arithmetic mean of
the rates of interest publicly announced by each bank that
appears on the Reuters Screen US PRIME 1 Page (as defined
below) as the applicable bank's prime rate or base lending
rate as of 11:00 A.M., New York City time, on that Interest
Determination Date, or
(4) if fewer than four rates referred to in clause (3) are so
published by 3:00 p.m., New York City time, on the related
Calculation Date, the rate on the particular Interest
Determination Date calculated by the Calculation Agent as the
arithmetic mean of the prime rates or base lending rates
quoted on the basis of the actual number of days in the year
divided by a 360-day year as of the close of business on that
Interest Determination Date by three major banks (which may
include affiliates of the Agents) in The City of New York
selected by the Calculation Agent, or
(5) if the banks so selected by the Calculation Agent are not
quoting as mentioned in clause (4), the Prime Rate in effect
on the particular Interest Determination Date.
"Reuters Screen US PRIME 1 Page" means the display on the Reuter Monitor Money
Rates Service (or any successor service) on the "US PRIME 1" page (or any other
page as may replace that page on that service) for the purpose of displaying
prime rates or base lending rates of major United States banks.
Determination of Treasury Rate. If an applicable Base Rate is the Treasury Rate,
"Treasury Rate" for each
---------------------------------
applicable Interest Reset Date will be:
(1) the rate from the auction held on the Treasury Rate Interest
Determination Date (the "Auction") of direct obligations of
the United States ("Treasury Bills") having the Index Maturity
specified above under the caption "INVESTMENT RATE" on the
display on Bridge Telerate, Inc. (or any successor service) on
page 56 (or any other page as may replace that page on that
service) ("Telerate Page 56") or page 57 (or any other page as
may replace that page on that service) ("Telerate Page 57"),
or
(2) if the rate referred to in clause (1) is not so published by
3:00 P.M., New York City time, on the related Calculation
Date, the Bond Equivalent Yield (as defined below) of the rate
for the applicable Treasury Bills as published in H.15 Daily
Update, or another recognized electronic source used for the
purpose of displaying the applicable rate, under the caption
"U.S. Government Securities/Treasury Bills/Auction High", or
(3) if the rate referred to in clause (2) is not so published by
3:00 P.M., New York City time, on the related Calculation
Date, the Bond Equivalent Yield of the auction rate of the
applicable Treasury Bills as announced by the United States
Department of the Treasury, or
(4) if the rate referred to in clause (3) is not so announced by
the United States Department of the Treasury, or if the
Auction is not held, the Bond Equivalent Yield of the rate on
the particular Interest Determination Date of the applicable
Treasury Bills as published in H.15(519) under the caption
"U.S. Government Securities/Treasury Bills/Secondary Market",
or
(5) if the rate referred to in clause (4) is not so published by
3:00 P.M., New York City time, on the related Calculation
Date, the rate on the particular Interest Determination Date
of the applicable Treasury Bills as published in H.15 Daily
Update, or another recognized electronic source used for the
purpose of displaying the applicable rate, under the caption
"U.S. Government Securities/Treasury Bills/Secondary Market",
or
(6) if the rate referred to in clause (5) is not so published by
3:00 P.M., New York City time, on the related Calculation
Date, the rate on the particular Interest Determination Date
calculated by the Calculation Agent as the Bond Equivalent
Yield of the arithmetic mean of the secondary market bid
rates, as of approximately 3:30 P.M., New York City time, on
that Interest Determination Date, of three primary United
States government securities dealers (which may include the
Agents or their affiliates) selected by the Calculation Agent
for the issue of Treasury Bills with a remaining maturity
closest to the Index Maturity specified above, or
(7) if the dealers so selected by the Calculation Agent are not
quoting as mentioned in clause (6), the Treasury Rate in
effect on the particular Interest Determination Date.
"Bond Equivalent Yield" means a yield (expressed as a percentage) calculated in
accordance with the following formula:
[OBJECT OMITTED]
where "D" refers to the applicable per annum rate for Treasury Bills quoted on a
bank discount basis and expressed as a decimal, "N" refers to 365 or 366, as the
case may be, and "M" refers to the actual number of days in the applicable
Interest Reset Period.
The Bank of New York shall be the Calculation Agent, unless a
different Calculation Agent is specified above. At the request of the Holder
hereof, the Calculation Agent will provide the interest rate then in effect and,
if determined, the interest rate which will become effective on the next
Interest Reset Date.
The "Calculation Date," if applicable, pertaining to any
Interest Determination Date will be the earlier of (i) the 10th calendar day
after such Interest Determination Date or, if such day is not a Business Day,
the next Business Day or (ii) the Business Day immediately preceding the
applicable Interest Payment Date or the Maturity Date, as the case may be.
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 the
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 this 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
same 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
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(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
Please Print or Typewrite Name and Address Including Zip Code of Assignee
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing
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>
