<PAGE>   1

                                                                    EXHIBIT 4.9



                          REGISTRATION RIGHTS AGREEMENT

           THIS REGISTRATION RIGHTS AGREEMENT is made and entered into as of
February 8, 2001, by and among COUNTRYWIDE CREDIT INDUSTRIES, INC., a Delaware
corporation (the "Company"), COUNTRYWIDE HOME LOANS, INC., a New York
corporation (the "Guarantor") and MERRILL LYNCH & CO., MERRILL LYNCH, PIERCE,
FENNER & SMITH INCORPORATED (the "Initial Purchaser").

           This Agreement is made pursuant to the Purchase Agreement, dated
February 2, 2001 (the "Purchase Agreement"), among the Company, as issuer of the
Liquid Yield Option Notes due 2031 (the "LYONs"), the Guarantor and the Initial
Purchaser, which provides for, among other things, the sale by the Company to
the Initial Purchaser of the aggregate principal amount at maturity of LYONs
specified therein. The LYONs will be fully and unconditionally guaranteed by the
Guarantor to the extent specified in the Indenture and the form of LYON set
forth therein (the "Guarantee"). In order to induce the Initial Purchaser to
enter into the Purchase Agreement, the Company and the Guarantor have agreed to
provide the registration rights set forth in this Agreement. The execution of
this Agreement is a condition to the closing under the Purchase Agreement.

           The Company and the Guarantor agree with the Initial Purchaser, (i)
for its benefit as Initial Purchaser and (ii) for the benefit of the beneficial
owners (including the Initial Purchaser) from time to time of the LYONs and the
related Guarantee, and the beneficial owners from time to time of the Underlying
Common Stock (as defined herein) issued upon conversion of, if any, (each of the
foregoing a "Holder" and together the "Holders"), as follows:

     SECTION 1. Definitions. Capitalized terms used herein without definition
shall have their respective meanings set forth in the Purchase Agreement. As
used in this Agreement, the following terms shall have the following meanings:

          "Affiliate" With respect to any specified person, an "affiliate," as
defined in Rule 144, of such person.

          "Applicable Conversion Price" The Applicable Conversion Price as of
any date of determination means the Applicable Principal Amount per $1,000
principal amount at maturity of LYONs as of such date of determination divided
by the Conversion Rate in effect as of such date of determination or, if no
LYONs are then outstanding, the Conversion Rate that would be in effect were
LYONs then outstanding.

          "Applicable Principal Amount" Applicable Principal Amount as of any
date of determination, with respect to each $1,000 principal amount at maturity
of LYONs means the sum of the initial issue price of such LYONs ($741.37) plus
accrued original issue discount with respect to such LYON through such date of
determination or, if no LYONs are then outstanding, such sum calculated as if
such LYONs were then outstanding.

           "Business Day" Each Monday, Tuesday, Wednesday, Thursday and Friday
that is not a day on which banking institutions in The City of New York are
authorized or obligated by law or executive order to close.


<PAGE>   2

           "Common Stock" The Common Stock, $0.05 par value, of the Company and
any other shares of common stock as may constitute "Common Stock" for purposes
of the Indenture, including the Underlying Common Stock.

           "Company" See the first paragraph of this Agreement.

           "Conversion Rate" Conversion Rate shall have the meaning assigned to
such term in the Indenture.

           "Damages Accrual Period" See Section 2(e) hereof.

           "Damages Payment Date" Each February 8 and August 8.

           "Deferral Notice" See Section 3(i) hereof.

           "Deferral Period" See Section 3(i) hereof.

           "Effectiveness Deadline Date" See Section 2(a) hereof.

           "Effectiveness Period" The period of two years from the Issue Date or
such shorter period ending on the date that all Registrable Securities have
ceased to be Registrable Securities.

           "Event" See Section 2(e) hereof.

           "Event Termination Date" See Section 2(e) hereof.

           "Event Date" See Section 2(e) hereof.

           "Exchange Act" The Securities Exchange Act of 1934, as amended, and
the rules and regulations of the SEC promulgated thereunder.

           "Filing Deadline Date" See Section 2(a) hereof.

           "Guarantee" See the second paragraph of this Agreement.

           "Guarantor" See the first paragraph of this Agreement.

           "Holder" See the second paragraph of this Agreement.

           "Indenture" The Indenture, dated as of the date hereof, among the
Company, the Guarantor and The Bank of New York, as trustee, pursuant to which
the LYONs are being issued.

           "Initial Purchaser" See the first paragraph of this Agreement.

           "Initial Shelf Registration Statement" See Section 2(a) hereof.

           "Issue Date" means February 8, 2001.


                                       2

<PAGE>   3

           "Liquidated Damages Amount" See Section 2(e) hereof.

           "LYONs" See the second paragraph of this Agreement.

           "Material Event" See Section 3(i) hereof.

           "Notice and Questionnaire" A written notice delivered to the Company
containing substantially the information called for by the Selling
Securityholder Notice and Questionnaire attached as Annex A to the Offering
Memorandum of the Company, dated February 2, 2001, relating to the LYONs.

           "Notice Holder" On any date, any Holder that has delivered a Notice
and Questionnaire to the Company on or prior to such date.

           "Prospectus" The prospectus included in any Registration Statement
(including, without limitation, a prospectus that discloses information
previously omitted from a prospectus filed as part of an effective registration
statement in reliance upon Rule 415 promulgated under the Securities Act), as
amended or supplemented by any amendment or prospectus supplement, including
post-effective amendments, and all materials incorporated by reference in such
Prospectus.

           "Purchase Agreement" See the first paragraph of this Agreement.

           "Record Holder" With respect to any Damages Payment Date relating to
any LYON or Underlying Common Stock as to which any Liquidated Damages Amount
has accrued, the registered holder of such LYON or Underlying Common Stock, as
the case may be, on the 15th day immediately preceding such Damages Payment
Date.

           "Registrable Securities" The Securities, until such securities have
been converted or exchanged and, at all times subsequent to any such conversion
or exchange, any securities into or for which such securities have been
converted or exchanged, and any security issued with respect thereto upon any
stock dividend, split, merger or similar event until, in the case of any such
security, the earliest of (i) its effective registration under the Securities
Act and resale in accordance with the Registration Statement covering it, (ii)
expiration of the holding period that would be applicable thereto under Rule
144(k) were it not held by an Affiliate of the Company or (iii) its sale to the
public pursuant to Rule 144.

           "Registration Expenses" See Section 5 hereof.

           "Registration Statement" Any registration statement of the Company
and the Guarantor that covers any of the Registrable Securities pursuant to the
provisions of this Agreement, including the Prospectus, amendments and
supplements to such registration statement, including post-effective amendments,
all exhibits, and all materials incorporated by reference in such registration
statement.

           "Restated Principal Amount" Restated Principal Amount shall have the
meaning assigned to such term in the Indenture.



                                       3

<PAGE>   4

           "Restricted Securities" As this term is defined in Rule 144.

           "Rule 144" Rule 144 under the Securities Act, as such Rule may be
amended from time to time, or any similar rule or regulation hereafter adopted
by the SEC.

           "Rule 144A" Rule 144A under the Securities Act, as such Rule may be
amended from time to time, or any similar rule or regulation hereafter adopted
by the SEC.

           "SEC" The Securities and Exchange Commission.

           "Securities" Collectively means the LYONs, the related Guarantee and
the Underlying Common Stock.

           "Securities Act" The Securities Act of 1933, as amended, and the
rules and regulations promulgated by the SEC thereunder.

           "Semi-Annual Coupon Note" The security into which each LYON is
converted, at the option of the Company, upon the occurrence of a Tax Event (as
defined in the Indenture) as specified in Section 10.01 of the Indenture and
paragraph 11 of the form of LYON set forth therein.

           "Shelf Registration Statement" See Section 2(a) hereof.

           "Subsequent Shelf Registration Statement" See Section 2(b) hereof.

           "Tax Event" shall have the meanings assigned to such term in the
Indenture.

           "TIA" The Trust Indenture Act of 1939, as amended.

           "Trustee" The Bank of New York (or any successor entity), the Trustee
under the Indenture.

           "Underlying Common Stock" The Common Stock into which the LYONs or
the Semi-Annual Coupon Notes are convertible or issued upon any such conversion
or payment of the purchase price of a purchase of LYONs or Semi-Annual Coupon
Notes.

     SECTION 2. Shelf Registration.

           (a) The Company and the Guarantor shall prepare and file or cause to
be prepared and filed with the SEC no later than a date which is ninety (90)
days after the Issue Date (the "Filing Deadline Date") a Registration Statement
for an offering to be made on a delayed or continuous basis pursuant to Rule 415
of the Securities Act (a "Shelf Registration Statement") registering the resale
from time to time by Holders thereof of all of the Registrable Securities (the
"Initial Shelf Registration Statement"). The Initial Shelf Registration
Statement shall be on Form S-3 or another appropriate form permitting
registration of such Registrable Securities for resale by such Holders in
accordance with the methods of distribution reasonably elected by the Holders
and set forth in the Initial Shelf Registration Statement; provided, that in no
event will such method(s) of distribution take the form of an underwritten
offering of the

                                       4

<PAGE>   5

Registrable Securities without the prior agreement of the Company and the
Guarantor. The Company and the Guarantor shall use reasonable efforts to cause
the Initial Shelf Registration Statement to be declared effective under the
Securities Act by the date (the "Effectiveness Deadline Date") that is two
hundred and ten (210) days after the Issue Date, and to keep the Initial Shelf
Registration Statement (or any Subsequent Shelf Registration Statement)
continuously effective under the Securities Act until the expiration of the
Effectiveness Period subject to the rights of the Company and the Guarantor
under Section 3(i) to create a Deferral Period. At the time the Initial Shelf
Registration Statement is declared effective, each Holder that became a Notice
Holder on or prior to the date 10 Business Days prior to such time of
effectiveness shall be named as a selling securityholder in the Initial Shelf
Registration Statement and the related Prospectus in such a manner as to permit
such Holder to deliver such Prospectus to purchasers of Registrable Securities
in accordance with applicable law under ordinary circumstances, subject to
compliance with blue sky laws. None of the Company's securityholders (other than
the Holders of Registrable Securities) nor the Guarantor's securityholders shall
have the right to include any of the Company's or Guarantor's securities in the
Shelf Registration Statement.

           (b) If the Initial Shelf Registration Statement or any Subsequent
Shelf Registration Statement ceases to be effective other than during a Deferral
Period for any reason at any time during the Effectiveness Period, the Company
and the Guarantor shall use reasonable efforts to obtain the prompt withdrawal
of any order suspending the effectiveness thereof, and in any event shall within
thirty (30) days of such cessation of effectiveness amend the Shelf Registration
Statement in a manner reasonably expected by the Company and the Guarantor to
obtain the withdrawal of the order suspending the effectiveness thereof, or file
an additional Shelf Registration Statement covering all of the Securities that
as of the date of such filing are Registrable Securities (a "Subsequent Shelf
Registration Statement"). If a Subsequent Shelf Registration Statement is filed,
the Company and the Guarantor shall use reasonable efforts to cause the
Subsequent Shelf Registration Statement to become effective as promptly as
reasonably practicable after such filing, unless during a Deferral Period, or,
if filed during a Deferral Period, after the expiration of a Deferral Period,
and to keep such Registration Statement (or subsequent Shelf Registration
Statement) continuously effective until the end of the Effectiveness Period.

           (c) The Company and the Guarantor shall supplement and amend the
Shelf Registration Statement if required by the rules, regulations or
instructions applicable to the registration form used by the Company and the
Guarantor for such Shelf Registration Statement, if required by the Securities
Act or, to the extent to which the Company or the Guarantor does not reasonably
object, as reasonably requested by the Initial Purchaser or by the Trustee on
behalf of the registered Holders.

           (d) Each Holder of Registrable Securities agrees that if such Holder
wishes to sell Registrable Securities pursuant to a Shelf Registration Statement
and related Prospectus, it will do so only in accordance with this Section 2(d)
and Section 3(i). Each Holder of Registrable Securities wishing to sell
Registrable Securities pursuant to a Shelf Registration Statement and related
Prospectus agrees to deliver a Notice and Questionnaire to the Company at least
five (5) Business Days prior to any intended distribution of Registrable
Securities under the Shelf Registration Statement. From and after the date the
Initial Shelf Registration Statement is


                                       5

<PAGE>   6

declared effective, the Company and the Guarantor shall, as promptly as
reasonably practicable after the date a Notice and Questionnaire is delivered,
(i) if required by applicable law, file with the SEC a post-effective amendment
to the Shelf Registration Statement or prepare and, if required by applicable
law, file a supplement to the related Prospectus or a supplement or amendment to
any document incorporated therein by reference or file any other document
required by the SEC so that the Holder delivering such Notice and Questionnaire
is named as a selling securityholder in the Shelf Registration Statement and the
related Prospectus in such a manner as to permit such Holder to deliver such
Prospectus to purchasers of the Registrable Securities in accordance with
applicable law and, if the Company and the Guarantor shall file a post-effective
amendment to the Shelf Registration Statement, use reasonable efforts to cause
such post-effective amendment to be declared effective under the Securities Act
as promptly as reasonably practicable; (ii) provide such Holder copies of any
documents filed pursuant to Section 2(d)(i); and (iii) notify such Holder as
promptly as reasonably practicable after the effectiveness under the Securities
Act of any post-effective amendment filed pursuant to Section 2(d)(i); provided,
that if such Notice and Questionnaire is delivered during a Deferral Period, the
Company and the Guarantor shall so inform the Holder delivering such Notice and
Questionnaire and shall take the actions set forth in clauses (i), (ii) and
(iii) above upon expiration of the Deferral Period in accordance with Section
3(i), provided, further, that if under applicable law the Company and the
Guarantor have more than one option as to the type or manner of making any such
filing, as set forth in an opinion of nationally-recognized counsel experienced
in such matters delivered by the Holder to the Company and the Guarantor, they
will make the required filing or filings in the manner or of a type that is
reasonably expected to result in the earliest availability of the Prospectus for
effecting resales of Registrable Securities unless such option would be adverse
to the Company and the Guarantor or result in increased costs. Notwithstanding
anything contained herein to the contrary, the Company and the Guarantor shall
be under no obligation to name any Holder that is not a Notice Holder as a
selling securityholder in any Registration Statement or related Prospectus;
provided, however, that any Holder that becomes a Notice Holder pursuant to the
provisions of Section 2(d) of this Agreement (whether or not such Holder was a
Notice Holder at the time the Registration Statement was initially declared
effective) shall be named as a selling securityholder in the Registration
Statement or related Prospectus subject to and in accordance with the
requirements of this Section 2(d).

           (e) The parties hereto agree that the Holders of Registrable
Securities will suffer damages, and that it would not be feasible to ascertain
the extent of such damages with precision, if (i) the Initial Shelf Registration
Statement has not been filed on or prior to the Filing Deadline Date, (ii) the
Initial Shelf Registration Statement has not been declared effective under the
Securities Act on or prior to the Effectiveness Deadline Date, or (iii) the
aggregate duration of Deferral Periods in any period exceeds the number of days
permitted in respect of such period pursuant to Section 3(i) hereof (each of the
events of a type described in any of the foregoing clauses (i) through (iii) are
individually referred to herein as an "Event," and the Filing Deadline Date in
the case of clause (i), the Effectiveness Deadline Date in the case of clause
(ii), and the date on which the aggregate duration of Deferral Periods in any
period exceeds the number of days permitted by Section 3(i) hereof in the case
of clause (iii), being referred to herein as an "Event Date"). Events shall be
deemed to continue until the "Event Termination Date," which shall be the
following dates with respect to the respective types of Events: the date the
Initial Shelf Registration Statement is filed in the case of an Event of the
type described in clause (i), the date the Initial Shelf Registration Statement
is declared effective under the Securities Act in

                                       6
<PAGE>   7

the case of an Event of the type described in clause (ii), termination of the
Deferral Period that caused the limit on the aggregate duration of Deferral
Periods in a period set forth in Section 3(i) to be exceeded in the case of the
commencement of an Event of the type described in clause (iii).

           Accordingly, commencing on (and including) any Event Date and ending
on (but excluding) the next date on which there are no Events that have occurred
and are continuing (a "Damages Accrual Period"), the Company and the Guarantor
agree to pay, as liquidated damages and not as a penalty, an amount (the
"Liquidated Damages Amount"), payable on the Damages Payment Dates to Record
Holders of then outstanding LYONs that are Registrable Securities, of then
outstanding shares of Underlying Common Stock issued upon conversion of LYONs
that are Registrable Securities, if any, as the case may be, accruing, for each
portion of such Damages Accrual Period beginning on and including a Damages
Payment Date (or, in respect of the first time that the Liquidation Damages
Amount is to be paid to Holders on a Damages Payment Date as a result of the
occurrence of any particular Event occurring since the most recent Damages
Payment Event, from the Event Date) and ending on but excluding the first to
occur of (A) the date of the end of the Damages Accrual Period or (B) the next
Damages Payment Date, at a rate per annum equal to one-quarter of one percent
(0.25%) for the first 90-day period from the Event Date, and thereafter at a
rate per annum equal to one-half of one percent (0.5%) of the aggregate
Applicable Principal Amount of such LYONs, the aggregate Applicable Conversion
Price of the shares of Underlying Common Stock or the Restated Principal Amount
of the Semi-Annual Coupon Notes, as the case may be, in each case determined as
of the Business Day immediately preceding the next Damages Payment Date;
provided, that any Liquidated Damages Amount accrued with respect to any LYON or
portion thereof called for redemption on a redemption date or converted into
Underlying Common Stock on a conversion date or to Semi-Annual Coupon Notes
prior to the Damages Payment Date, shall, in any such event, be paid instead to
the Holder who submitted such LYON or portion thereof for redemption or
conversion on the applicable redemption date or conversion date, as the case may
be, on such date (or promptly following the conversion date, in the case of
conversion). Notwithstanding the foregoing, no Liquidated Damages Amounts shall
accrue as to any Registrable Security from and after the earlier of (x) the date
such security is no longer a Registrable Security and (y) expiration of the
Effectiveness Period. The rate of accrual of the Liquidated Damages Amount with
respect to any period shall not exceed the rate provided for in this paragraph
notwithstanding the occurrence of multiple concurrent Events. Following the cure
of all Events requiring the payment by the Company or the Guarantor of
Liquidated Damages Amounts to the Holders of Registrable Securities pursuant to
this Section, the accrual of Liquidated Damages Amounts will cease (without in
any way limiting the effect of any subsequent Event requiring the payment of the
Liquidated Damages Amount by the Company or the Guarantor).

           The Trustee shall be entitled, on behalf of Holders of LYONs,
Underlying Common Stock or Semi-Annual Coupon Notes, to seek any available
remedy for the enforcement of this Agreement, including for the payment of any
Liquidated Damages Amount. Notwithstanding the foregoing, the parties agree that
the sole remedy for a violation of the terms of this Agreement with respect to
which liquidated damages are expressly provided shall be such liquidated
damages.


                                       7

<PAGE>   8

           All of the Company's and Guarantor's obligations set forth in this
Section 2(e) that are outstanding with respect to any Registrable Security at
the time such Security ceases to be a Registrable Security shall survive until
such time as all such obligations with respect to such security have been
satisfied in full (notwithstanding termination of this Agreement pursuant to
Section 8(j)).

           The parties hereto agree that the liquidated damages provided for in
this Section 2(e) constitute a reasonable estimate of the damages that may be
incurred by Holders of Registrable Securities by reason of the failure of the
Shelf Registration Statement to be filed or declared effective or available for
effecting resales of Registrable Securities in accordance with the provisions
hereof.

     SECTION 3. Registration Procedures. In connection with the registration
obligations of the Company and the Guarantor under Section 2 hereof, the
Company and the Guarantor shall:

           (a) Before filing any Registration Statement or Prospectus or any
amendments or supplements thereto with the SEC, furnish to the Initial Purchaser
copies of all such documents proposed to be filed and use reasonable efforts to
reflect in each such document when so filed with the SEC such comments as the
Initial Purchaser reasonably shall propose within two (2) Business Days of the
delivery of such copies to the Initial Purchaser.

           (b) Prepare and file with the SEC such amendments and post-effective
amendments to each Registration Statement as may be necessary to keep such
Registration Statement continuously effective for the applicable period
specified in Section 2(a); cause the related Prospectus to be supplemented by
any required Prospectus supplement, and as so supplemented to be filed pursuant
to Rule 424 (or any similar provisions then in force) under the Securities Act;
and use reasonable efforts to comply with the provisions of the Securities Act
applicable to it with respect to the disposition of all securities covered by
such Registration Statement during the Effectiveness Period in accordance with
the intended methods of disposition by the sellers thereof set forth in such
Registration Statement as so amended or such Prospectus as so supplemented.

           (c) As promptly as reasonably practicable give notice to the Notice
Holders and the Initial Purchaser (i) when any Prospectus, Prospectus
supplement, Registration Statement or post-effective amendment to a Registration
Statement has been filed with the SEC and, with respect to a Registration
Statement or any post-effective amendment, when the same has been declared
effective, (ii) of any request, following the effectiveness of the Initial Shelf
Registration Statement under the Securities Act, by the SEC or any other federal
or state governmental authority for amendments or supplements to any
Registration Statement or related Prospectus or for additional information,
(iii) of the issuance by the SEC or any other federal or state governmental
authority of any stop order suspending the effectiveness of any Registration
Statement or the initiation or threatening of any proceedings for that purpose,
(iv) of the receipt by the Company or the Guarantor of any notification with
respect to the suspension of the qualification or exemption from qualification
of any of the Registrable Securities for sale in any jurisdiction or the
initiation or threatening of any proceeding for such purpose, (v) of the
occurrence of (but not the nature of or details concerning) a Material Event
(provided, however, that no notice by the Company or the Guarantor shall be
required pursuant to this clause (v) in


                                       8

<PAGE>   9

the event that the Company and the Guarantor either promptly files a Prospectus
supplement to update the Prospectus or a Form 8-K or other appropriate Exchange
Act report that is incorporated by reference into the Registration Statement,
which, in either case, contains the requisite information with respect to such
Material Event that results in such Registration Statement no longer containing
any untrue statement of material fact or omitting to state a material fact
necessary to make the statements contained therein not misleading) and (vi) of
the determination by the Company and the Guarantor that a post-effective
amendment to a Registration Statement will be filed with the SEC, which notice
may, at the discretion of the Company and the Guarantor (or as required pursuant
to Section 3(i)), state that it constitutes a Deferral Notice, in which event
the provisions of Section 3(i) shall apply.

           (d) Use reasonable efforts to obtain the withdrawal of any order
suspending the effectiveness of a Registration Statement or the lifting of any
suspension of the qualification (or exemption from qualification) of any of the
Registrable Securities for sale in any jurisdiction in which they have been
qualified for sale, in either case at the earliest possible moment or, if a
Deferral Period is in effect, at the earliest possible moment after the Deferral
Period.

           (e) If reasonably requested by the Initial Purchaser or any Notice
Holder, as promptly as reasonably practicable incorporate in a Prospectus
supplement or post-effective amendment to a Registration Statement such
information as the Initial Purchaser or such Notice Holder shall, on the basis
of an opinion of nationally-recognized counsel experienced in such matters,
determine to be required to be included therein by applicable law and make any
required filings of such Prospectus supplement or such post-effective amendment;
provided, that the Company and the Guarantor shall not be required to take any
actions under this Section 3(e) that are not, in the reasonable opinion of
counsel for the Company and the Guarantor, in compliance with applicable law.

           (f) As promptly as reasonably practicable furnish to each Notice
Holder and the Initial Purchaser, upon their request and without charge, at
least one (1) conformed copy of the Registration Statement and any amendment
thereto, including financial statements, but excluding schedules, all documents
incorporated or deemed to be incorporated therein by reference and all exhibits
(unless requested in writing to the Company and the Guarantor by such Notice
Holder or the Initial Purchaser, as the case may be).

           (g) During the Effectiveness Period, deliver to each Notice Holder in
connection with any sale of Registrable Securities pursuant to a Registration
Statement, without charge, as many copies of the Prospectus or Prospectuses
relating to such Registrable Securities (including each preliminary prospectus)
and any amendment or supplement thereto as such Notice Holder may reasonably
request; and the Company and the Guarantor hereby consents (except during such
periods that a Deferral Notice is outstanding and has not been revoked) to the
use of such Prospectus or each amendment or supplement thereto by each Notice
Holder in connection with any offering and sale of the Registrable Securities
covered by such Prospectus or any amendment or supplement thereto in the manner
set forth therein.

           (h) Subject to Section 3(i), prior to any public offering of the
Registrable Securities pursuant to the Shelf Registration Statement, use
reasonable efforts to register or qualify or cooperate with the Notice Holders
in connection with the registration or qualification


                                       9
<PAGE>   10

(or exemption from such registration or qualification) of such Registrable
Securities for offer and sale under the securities or Blue Sky laws of such
jurisdictions within the United States as any Notice Holder reasonably requests
in writing (which request may be included in the Notice and Questionnaire) it
being agreed that no such registration or qualification will be made unless so
requested; prior to any public offering of the Registrable Securities pursuant
to the Shelf Registration Statement, use reasonable efforts to keep each such
registration or qualification (or exemption therefrom) effective during the
Effectiveness Period in connection with such Notice Holder's offer and sale of
Registrable Securities pursuant to such registration or qualification (or
exemption therefrom) and do any and all other acts or things necessary to enable
the disposition in such jurisdictions of such Registrable Securities in the
manner set forth in the relevant Registration Statement and the related
Prospectus; provided, that the Company and the Guarantor will not be required to
(i) qualify as a foreign corporation or as a dealer in securities in any
jurisdiction where it is not otherwise qualified but for this Agreement or (ii)
take any action that would subject it to general service of process in suits or
to taxation in any such jurisdiction where it is not then so subject.

           (i) Upon (A) the issuance by the SEC of a stop order suspending the
effectiveness of the Shelf Registration Statement or the initiation of
proceedings with respect to the Shelf Registration Statement under Section 8(d)
or 8(e) of the Securities Act, (B) the occurrence of any event or the existence
of any fact (a "Material Event") as a result of which any Registration Statement
shall contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading, or any Prospectus shall contain any untrue statement of
a material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, or (C) the occurrence or existence
of any corporate development that, in the discretion of the Company and the
Guarantor, makes it appropriate to suspend the availability of the Shelf
Registration Statement and the related Prospectus, (i) in the case of clause (B)
above, subject to the next sentence, as promptly as reasonably practicable
prepare and file a post-effective amendment to such Registration Statement or a
supplement to the related Prospectus or any document incorporated therein by
reference or file any other required document that would be incorporated by
reference into such Registration Statement and Prospectus so that such
Registration Statement does not contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary to
make the statements therein not misleading, and such Prospectus does not contain
any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading, as
thereafter delivered to the purchasers of the Registrable Securities being sold
thereunder, and, in the case of a post-effective amendment to a Registration
Statement, subject to the next sentence, use reasonable efforts to cause it to
be declared effective as promptly as is reasonably practicable, and (ii) give
notice to the Notice Holders that the availability of the Shelf Registration
Statement is suspended (a "Deferral Notice") and, upon receipt of any Deferral
Notice, each Notice Holder agrees not to sell any Registrable Securities
pursuant to the Registration Statement until such Notice Holder's receipt of
copies of the supplemented or amended Prospectus provided for in clause (i)
above, or until it is advised in writing by the Company and the Guarantor that
the Prospectus may be used, and has received copies of any additional or
supplemental filings that are incorporated or deemed incorporated by reference
in such Prospectus. The Company and the Guarantor will use all


                                       10
<PAGE>   11

reasonable efforts to ensure that the use of the Prospectus may be resumed (x)
in the case of clause (A) above, as promptly as reasonably practicable, (y) in
the case of clause (B) above, as soon as, in the sole judgment of the Company
and the Guarantor, public disclosure of such Material Event would not be
prejudicial to or contrary to the interests of the Company and the Guarantor or,
if necessary to avoid unreasonable burden or expense, as soon as reasonably
practicable thereafter and (z) in the case of clause (C) above, as soon as, in
the discretion of the Company and the Guarantor, such suspension is no longer
appropriate. The period during which the availability of the Registration
Statement and any Prospectus is suspended (the "Deferral Period") shall, without
the Company and the Guarantor incurring any obligation to pay liquidated damages
pursuant to Section 2(e), not exceed forty-five (45) days in any three (3) month
period or one hundred and twenty (120) days in any twelve (12) month period.

           (j) If reasonably requested in writing in connection with a
disposition of Registrable Securities pursuant to a Registration Statement, make
reasonably available for inspection during normal business hours by a
representative for the Notice Holders of such Registrable Securities and any
broker-dealers, attorneys and accountants retained by such Notice Holders, all
relevant financial and other records, pertinent corporate documents and
properties of the Company and its subsidiaries (including the Guarantor), and
cause the appropriate executive officers, directors and designated employees of
the Company and its subsidiaries (including the Guarantor) to make reasonably
available for inspection during normal business hours all relevant information
reasonably requested by such representative for the Notice Holders or any such
broker-dealers, attorneys or accountants in connection with such disposition, in
each case as is customary for similar "due diligence" examinations; provided,
however, that such persons shall first agree in writing with the Company and the
Guarantor that any information that is reasonably designated by the Company and
the Guarantor in writing as confidential at the time of delivery of such
information shall be kept confidential by such persons and shall be used solely
for the purposes of exercising rights under this Agreement and such person shall
comply with applicable securities laws, unless (i) disclosure of such
information is required by court or administrative order or is necessary to
respond to inquiries of regulatory authorities, (ii) disclosure of such
information is required by law (including any disclosure requirements pursuant
to federal securities laws in connection with the filing of any Registration
Statement or the use of any Prospectus referred to in this Agreement), (iii)
such information becomes generally available to the public other than as a
result of a disclosure or failure to safeguard by any such person or (iv) such
information becomes available to any such person from a source other than the
Company or the Guarantor and such source is not bound by a confidentiality
agreement; and provided further, that the foregoing inspection and information
gathering shall, to the greatest extent possible, be coordinated on behalf of
all the Notice Holders and the other parties entitled thereto by the counsel
referred to in Section 5.

           (k) Comply with all applicable rules and regulations of the SEC and
make generally available to its securityholders earning statements (which need
not be audited) satisfying the provisions of Section 11(a) of the Securities Act
and Rule 158 thereunder (or any similar rule promulgated under the Securities
Act) no later than 90 days after the end of the first 12-month period
constituting a fiscal year commencing on the first day of the first fiscal
quarter of the first fiscal year of the Company commencing after the effective
date of a Registration Statement, which statements shall cover said 12-month
periods.

                                       11

<PAGE>   12

           (l) Cooperate with each Notice Holder to facilitate the timely
preparation and delivery of certificates representing Registrable Securities
sold pursuant to a Registration Statement, and cause such Registrable Securities
to be in such denominations as are permitted by the Indenture and registered in
such names as such Notice Holder may request in writing at least two Business
Days prior to any sale of such Registrable Securities.

           (m) Provide a CUSIP number for all Registrable Securities covered by
each Registration Statement not later than the effective date of such
Registration Statement and provide the Trustee for the LYONs and Semi-Annual
Coupon Notes and the transfer agent for the Common Stock with certificates for
the Registrable Securities that are in a form eligible for deposit with The
Depository Trust Company.

           (n) Make reasonable effort to provide such information as is required
for any filings required to be made with the National Association of Securities
Dealers, Inc.

           (o) Upon (i) the filing of the Initial Shelf Registration Statement
and (ii) the effectiveness of the Initial Shelf Registration Statement, announce
the same, in each case by release to Reuters Economic Services and Bloomberg
Business News or other reasonable means of distribution.

           (p) Enter into such customary agreements and take all such other
reasonable necessary actions in connection therewith (including those reasonably
requested by the holders of a majority of the Registrable Securities being sold)
in order to expedite or facilitate disposition of such Registrable Securities;
provided that the Company and the Guarantor shall not be required to take any
action in connection with an underwritten offering without their consent; and

           (q) Cause the Indenture to be qualified under the TIA not later than
the effective date of any Registration Statement; and in connection therewith,
cooperate with the Trustee to effect such changes to the Indenture as may be
required for the Indenture to be so qualified in accordance with the terms of
the TIA and execute, and use reasonable efforts to cause the Trustee to execute,
all documents as may be required to effect such changes, and all other forms and
documents required to be filed with the SEC to enable the Indenture to be so
qualified in a timely manner.

     SECTION 4. Holder's Obligations. Each Holder agrees, by acquisition
of the Registrable Securities, that no Holder of Registrable Securities shall be
entitled to sell any of such Registrable Securities pursuant to a Registration
Statement or to receive a Prospectus relating thereto, unless such Holder has
furnished the Company and the Guarantor with a Notice and Questionnaire as
required pursuant to Section 2(d) hereof (including the information required to
be included in such Notice and Questionnaire) and the information set forth in
the next sentence. Each Notice Holder agrees promptly to furnish to the Company
and the Guarantor all information required to be disclosed in order to make the
information previously furnished to the Company and the Guarantor by such Notice
Holder not misleading and any other information regarding such Notice Holder and
the distribution of such Registrable Securities as may be required to be
disclosed in the Registration Statement under applicable law or pursuant to SEC
comments. Each Holder further agrees, following termination of the Effectiveness
Period, to

                                       12

<PAGE>   13

notify the Company and the Guarantor within 10 business days of request, of the
amount of Registrable Securities sold pursuant to the Registration Statement
and, in the absence of a response, the Company and the Guarantor may assume that
all of the Holder's Registrable Securities were so sold.

     SECTION 5. Registration Expenses. The Company shall bear all fees and
expenses incurred in connection with the performance by the Company and the
Guarantor of their obligations under Sections 2 and 3 of this Agreement whether
or not any of the Registration Statements are declared effective. Such fees and
expenses shall include, without limitation, (i) all registration and filing fees
(including, without limitation, fees and expenses (x) with respect to filings
required to be made with the National Association of Securities Dealers, Inc.
and (y) of compliance with federal and state securities or Blue Sky laws to the
extent such filings or compliance are required pursuant to this Agreement
(including, without limitation, reasonable fees and disbursements of the counsel
specified in the next sentence in connection with Blue Sky qualifications of the
Registrable Securities under the laws of such jurisdictions as the Notice
Holders of a majority of the Registrable Securities being sold pursuant to a
Registration Statement may designate)), (ii) printing expenses (including,
without limitation, expenses of printing certificates for Registrable Securities
in a form eligible for deposit with The Depository Trust Company), (iii)
duplication expenses relating to copies of any Registration Statement or
Prospectus delivered to any Holders hereunder, (iv) fees and disbursements of
counsel for the Company and the Guarantor in connection with the Shelf
Registration Statement, and (v) reasonable fees and disbursements of the Trustee
and its counsel and of the registrar and transfer agent for the Common Stock. In
addition, the Company shall bear or reimburse the Notice Holders for the fees
and disbursements of one firm of legal counsel for the Holders, which shall,
upon the written consent of the Initial Purchaser (which shall not be
unreasonably withheld), be a nationally recognized law firm experienced in
securities law matters designated by the Company. In addition, the Company shall
pay the internal expenses of the Company and the Guarantor (including, without
limitation, all salaries and expenses of officers and employees performing legal
or accounting duties), the expense of any annual audit, the fees and expenses
incurred in connection with the listing of the Registrable Securities on any
securities exchange on which the same securities of the Company and, if
applicable, the Guarantor are then listed and the fees and expenses of any
person, including special experts, retained by the Company and the Guarantor.

     SECTION 6. Indemnification; Contribution.

          (a) Each of the Company and the Guarantor agrees to indemnify and hold
harmless the Initial Purchaser and each holder of Registrable Securities and
each person, if any, who controls the Initial Purchaser or any holder of
Registrable Securities within the meaning of either Section 15 of the Securities
Act or Section 20 of the Exchange Act, as follows:

          (i) against any and all loss, liability, claim, damage and expense
     whatsoever, as incurred, arising out of any untrue statement or alleged
     untrue statement of a material fact contained in the Registration Statement
     (or any amendment thereto), or the omission or alleged omission therefrom
     of a material fact required to be stated therein or necessary to make the
     statements therein not misleading or arising out of any untrue statement or
     alleged untrue statement of a material fact included in any preliminary
     prospectus or the Prospectus (or any


                                       13

<PAGE>   14

     amendment or supplement thereto), or the omission or alleged omission
     therefrom of a material fact necessary in order to make the statements
     therein, in the light of the circumstances under which they were made, not
     misleading;


          (ii) against any and all loss, liability, claim, damage and expense
     whatsoever, as incurred, to the extent of the aggregate amount paid in
     settlement of any litigation, or any investigation or proceeding by any
     governmental agency or body, commenced or threatened, or of any claim
     whatsoever based upon any such untrue statement or omission, or any such
     alleged untrue statement or omission, provided that (subject to Section
     6(d) below) any such settlement is effected with the prior written consent
     of the Company or the Guarantor; and

          (iii) against any and all expense whatsoever, as incurred (including
     the fees and disbursements of counsel chosen by the Initial Purchaser),
     reasonably incurred in investigating, preparing or defending against any
     litigation, or any investigation or proceeding by any governmental agency
     or body, commenced or threatened, or any claim whatsoever based upon any
     such untrue statement or omission, or any such alleged untrue statement or
     omission, to the extent that any such expense is not paid under (i) or (ii)
     above;

provided, however, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company and the
Guarantor by the Initial Purchaser, such holder of Registrable Securities (which
also acknowledges the indemnity provisions herein) or any person, if any, who
controls the Initial Purchaser or any such holder of Registrable Securities
expressly for use in the Registration Statement (or any amendment thereto), or
any preliminary prospectus or the Prospectus (or any amendment or supplement
thereto); provided, further, that this indemnity agreement shall not apply to
any loss, liability, claim, damage or expense (1) arising from an offer or sale
of Registrable Securities occurring during a Deferral Period, if a Deferral
Notice was given to such Notice Holder in accordance with Section 8(b), or (2)
if the Holder fails to deliver at or prior to the written confirmation of sale,
the most recent Prospectus, as amended or supplemented, and such Prospectus, as
amended or supplemented, would have corrected such untrue statement or omission
or alleged untrue statement or omission of a material fact.

           (b) In connection with any Shelf Registration in which a holder,
including, without limitation, the Initial Purchaser, of Registrable Securities
is participating, in furnishing information relating to such holder of
Registrable Securities to the Company and the Guarantor in writing expressly for
use in such Registration Statement, any preliminary prospectus, the Prospectus
or any amendments or supplements thereto, the holders of such Registrable
Securities agree, severally and not jointly, to indemnify and hold harmless the
Initial Purchaser and each person, if any, who controls the Initial Purchaser
within the meaning of either Section 15 of the Securities Act or Section 20 of
the Exchange Act and the Company and the Guarantor, and each person, if any, who
controls the Company and the Guarantor within the meaning of either such
Section, against any and all loss, liability, claim, damage and expense
described in the indemnity contained in subsection (a) of this Section, as
incurred, but only with respect to untrue statements or omissions, or alleged
untrue statements or omissions, made in the Registration Statement (or


                                       14
<PAGE>   15

any amendment thereto), or any preliminary prospectus or the Prospectus (or any
amendment or supplement thereto) in reliance upon and in conformity with written
information furnished to the Company by or on behalf of such holder of
Registrable Securities (which also acknowledges the indemnity provisions herein)
or any person, if any, who controls any such holder of Registrable Securities
expressly for use in the Registration Statement (or any amendment thereto) or
such preliminary prospectus or the Prospectus (or any amendment or supplement
thereto).

           The Initial Purchaser agrees to indemnify and hold harmless the
Company, the Guarantor, the holders of Registrable Securities, and each person,
if any, who controls the Company, the Guarantor or any holder of Registrable
Securities within the meaning of either Section 15 of the Securities Act or
Section 20 of the Exchange Act against any and all loss, liability, claim,
damage and expense described in the indemnity contained in subsection (a) of
this Section, as incurred, but only with respect to untrue statements or
omissions, or alleged untrue statements or omissions, made in the Registration
Statement (or any amendment thereto), or any preliminary prospectus or the
Prospectus (or any amendment or supplement thereto) in reliance upon and in
conformity with written information furnished to the Company by the Initial
Purchaser expressly for use in the Registration Statement (or any amendment
thereto) or such preliminary prospectus or the Prospectus (or any amendment or
supplement thereto).

           (c) Each indemnified party shall give notice as promptly as
reasonably practicable to each indemnifying party of any action commenced
against it in respect of which indemnity may be sought hereunder, but failure to
so notify an indemnifying party shall not relieve such indemnifying party from
any liability hereunder to the extent it is not materially prejudiced as a
result thereof and in any event shall not relieve it from any liability which it
may have otherwise than on account of this indemnity agreement. The indemnifying
party, upon request of the indemnified party, shall retain counsel reasonably
satisfactory to the indemnified party to represent the indemnified party and any
others the indemnifying party may designate in such proceeding and shall pay the
fees and disbursements of such counsel related to such proceeding. In any such
proceeding, any indemnified party shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of
such indemnified party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel or (ii) the
named parties to any such proceeding (including any impleaded parties) include
both the indemnifying party and the indemnified party and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. It is understood that the indemnifying party
shall not, in respect of the legal expenses of any indemnified party in
connection with any proceeding or related proceedings in the same jurisdiction,
be liable for (a) the fees and expenses of more than one separate firm (in
addition to any local counsel), whose fees must be reasonable, for the Initial
Purchaser, Holders of Registrable Securities, and all persons, if any, who
control the Initial Purchaser or Holders of Registrable Securities within the
meaning of either Section 15 of the Securities Act or Section 20 of the Exchange
Act, collectively (b) the fees and expenses of more than one separate firm (in
addition to any local counsel), whose fees must be reasonable, for the Company,
the Guarantor and each person, if any, who controls the Company or the Guarantor
within the meaning of either such Section, and that all fees and expenses
payable under (a) and (b) above shall be reimbursed as they are incurred. In the
case of any such separate firm for the Initial Purchaser, Holders of Registrable
Securities, and control persons of the Initial Purchaser and Holders of
Registrable Securities, such firm shall be designated in writing by the Initial


                                       15

<PAGE>   16

Purchaser. In the case of any such separate firm for the Company, the Guarantor
and control persons of the Company or the Guarantor, such firm shall be
designated in writing by the Company. The indemnifying party shall not be liable
for any settlement of any proceeding effected without its written consent, but
if settled with such consent or if there be a final non-appealable judgment for
the plaintiff, the indemnifying party agrees to indemnify the indemnified party
from and against any loss or liability by reason of such settlement or judgment.
No indemnifying party shall, without the prior written consent of the
indemnified parties, settle or compromise or consent to the entry of any
judgment with respect to any litigation, or any investigation or proceeding by
any governmental agency or body, commenced or threatened, or any claim
whatsoever in respect of which indemnification or contribution could be sought
under this Section 6 (whether or not the indemnified parties are actual or
potential parties thereto), unless such settlement, compromise or consent (i)
includes an unconditional release of each indemnified party from all liability
arising out of such litigation, investigation, proceeding or claim and (ii) does
not include a statement as to or an admission of fault, culpability or a failure
to act by or on behalf of any indemnified party.

           (d) If at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for fees and expenses of
counsel, such indemnifying party agrees that it shall be liable for any
settlement of the nature contemplated by Section 6(a)(ii) effected without its
written consent if (i) such settlement is entered into more than 45 days after
receipt by such indemnifying party of aforesaid request, (ii) such indemnifying
party shall have received notice of the terms of such settlement at least 30
days prior to such settlement being entered into and (iii) such indemnifying
party shall not have reimbursed such indemnified party in accordance with such
request prior to the date of such settlement; provided, that an indemnifying
party shall not be liable for any such settlement effected without its consent
if such indemnifying party (1) reimburses such indemnified party in accordance
with such request to the extent it considers such request to be reasonable and
(2) provides written notice to the indemnified party substantiating the unpaid
balance as unreasonable, in each case prior to the date of such settlement.

           (e) If the indemnification to which an indemnified party is entitled
under this Section 6 is for any reason unavailable to or insufficient although
applicable in accordance with its terms to hold harmless an indemnified party in
respect of any losses, liabilities, claims, damages or expenses referred to
therein, then each indemnifying party shall contribute to the aggregate amount
of such losses, liabilities, claims, damages and expenses incurred by such
indemnified party, as incurred, in such proportion as is appropriate to reflect
the relative fault of the indemnifying party or parties on the one hand and of
the indemnified party on the other hand in connection with the statements or
omissions which resulted in such losses, liabilities, claims, damages or
expenses, as well as any other relevant equitable considerations.

           The relative fault of the Company and the Guarantor on the one hand
and the holders of the Registrable Securities or the Initial Purchaser on the
other hand shall be determined by reference to, among other things, whether any
such untrue or alleged untrue statement of a material fact or omission or
alleged omission to state a material fact relates to information supplied by the
Company or the Guarantor or by the holder of the Registrable Securities or the
Initial Purchaser and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.


                                       16
<PAGE>   17

           The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 6(e) were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to above in this Section 6(e). The
aggregate amount of losses, liabilities, claims, damages, and expenses incurred
by an indemnified party and referred to above in this Section 6(e) shall be
deemed to include any out-of-pocket legal or other expenses reasonably incurred
by such indemnified party in investigating, preparing or defending against any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever based upon any such
untrue or alleged untrue statement or omission or alleged omission.

           Notwithstanding the provisions of this Section 6, neither the holder
of any Registrable Securities nor the Initial Purchaser, shall be required to
indemnify or contribute any amount in excess of the amount by which the total
price at which the Registrable Securities sold by such holder of Registrable
Securities or by the Initial Purchaser, as the case may be, and distributed to
the public were offered to the public exceeds the amount of any damages that
such holder of Registrable Securities or the Initial Purchaser has otherwise
been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission.

           No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation.

           For purposes of this Section 6(e), each person, if any, who controls
the Initial Purchaser or any holder of Registrable Securities within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange Act shall have
the same rights to contribution as the Initial Purchaser or such holder, and
each person, if any, who controls the Company or the Guarantor within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act
shall have the same rights to contribution as the Company or the Guarantor, as
the case may be.

     SECTION 7. Information Requirements. Each of the Company and the
Guarantor covenants that, if at any time before the end of the Effectiveness
Period the Company and the Guarantor are not subject to the reporting
requirements of the Exchange Act, the Company and the Guarantor will cooperate
with any Holder of Registrable Securities and take such further reasonable
action as any Holder of Registrable Securities may reasonably request in writing
(including, without limitation, making such reasonable representations as any
such Holder may reasonably request), all to the extent required from time to
time to enable such Holder to sell Registrable Securities without registration
under the Securities Act within the limitation of the exemptions provided by
Rule 144 and Rule 144A under the Securities Act and customarily taken in
connection with sales pursuant to such exemptions. Upon the written request of
any Holder of Registrable Securities, each of the Company and the Guarantor
shall deliver to such Holder a written statement as to whether such party has
complied with such filing requirements, unless such a statement has been
included in the Company's or the Guarantor's, as the case may be, most recent
report required to be filed and filed pursuant to Section 13 or Section 15(d) of
Exchange Act. Notwithstanding the foregoing, nothing in this Section 7 shall be
deemed to require the Company or the Guarantor to register any of its respective
securities under any section of the Exchange Act.


                                       17
<PAGE>   18


     SECTION 8. Miscellaneous; No Conflicting Agreements. Neither the
Company nor the Guarantor is, as of the date hereof, a party to, nor shall
either the Company or the Guarantor, on or after the date of this Agreement,
enter into, any agreement with respect to its securities that conflicts with the
rights granted to the Holders of Registrable Securities in this Agreement. Each
of the Company and the Guarantor represents and warrants that the rights granted
to the Holders of Registrable Securities hereunder do not in any way conflict
with the rights granted to the holders of either the Company's or the
Guarantor's respective other issued and outstanding securities under any other
agreements.

           (a) Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given, unless the Company and the Guarantor have obtained the written
consent of Holders of a majority of the then outstanding Underlying Common Stock
constituting Registrable Securities (with Holders of LYONs or Semi-Annual Coupon
Notes deemed to be the Holders, for purposes of this Section, of the number of
outstanding shares of Underlying Common Stock into which such LYONs or
Semi-Annual Coupon Notes are or would be convertible or exchangeable as of the
date on which such consent is requested). Notwithstanding the foregoing, a
waiver or consent to depart from the provisions hereof with respect to a matter
that relates exclusively to the rights of Holders of Registrable Securities
whose securities are being sold pursuant to a Registration Statement and that
does not directly or indirectly affect the rights of other Holders of
Registrable Securities may be given by Holders of at least a majority of the
Registrable Securities being sold by such Holders pursuant to such Registration
Statement; provided, that the provisions of this sentence may not be amended,
modified, or supplemented except in accordance with the provisions of the
immediately preceding sentence. Each Holder of Registrable Securities
outstanding at the time of any such amendment, modification, supplement, waiver
or consent or thereafter shall be bound by any such amendment, modification,
supplement, waiver or consent effected pursuant to this Section 8(a), whether or
not any notice, writing or marking indicating such amendment, modification,
supplement, waiver or consent appears on the Registrable Securities or is
delivered to such Holder.

           (b) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand delivery, by telecopier, by
courier guaranteeing overnight delivery or by first-class mail, return receipt
requested, and shall be deemed given (i) when made, if made by hand delivery,
(ii) upon confirmation, if made by telecopier, (iii) one (1) Business Day after
being deposited with such courier, if made by overnight courier or (iv) on the
date indicated on the notice of receipt, if made by first-class mail, to the
parties as follows:

           (w) if to a Holder of Registrable Securities that is not a Notice
Holder, at the address for such Holder then appearing in the Registrar (as
defined in the Indenture);

           (x) if to a Notice Holder, at the most current address given by such
Holder to the Company in a Notice and Questionnaire or any amendment thereto;

           (y) if to the Company or the Guarantor, to:


                                       18
<PAGE>   19

                  Countryside Credit Industries, Inc.
                  4500 Park Granada
                  Calabasas, CA 91302
                  Attention:  Sandor E. Samuels, Esq., General Counsel
                  Telecopier No.:  (818) 225-4055

                  with a copy to:

                  Munger, Tolles & Olson LLP
                  335 S. Grand Avenue, 35th Floor
                  Los Angeles, CA 90071
                  Attention:  Simon M. Lorne, Esq.
                  Telecopier:  (213) 687-3702

                  and

              (z) if to the Initial Purchaser, to:

                  Merrill Lynch & Co.,
                  Merrill Lynch, Pierce, Fenner & Smith
                               Incorporated
                  North Tower
                  World Financial Center
                  New York, New York 10080
                  Attention:  Brian Sterling
                  Telecopy No.: (212) 449-6739

or to such other address as such person may have furnished to the other persons
identified in this Section 8(c) in writing in accordance herewith.

           (c) Approval of Holders. Whenever the consent or approval of Holders
of a specified percentage of Registrable Securities is required hereunder,
Registrable Securities held by the Company, the Guarantor or their affiliates
(as such term is defined in Rule 405 under the Securities Act) (other than the
Initial Purchaser or subsequent Holders of Registrable Securities if such
subsequent Holders are deemed to be such affiliates solely by reason of their
holdings of such Registrable Securities) shall not be counted in determining
whether such consent or approval was given by the Holders of such required
percentage.

           (d) Successors and Assigns. Any person who purchases any Registrable
Securities from the Initial Purchaser shall be deemed, for purposes of this
Agreement, to be an assignee of the Initial Purchaser. This Agreement shall
inure to the benefit of and be binding upon the successors and assigns of each
of the parties and shall inure to the benefit of and be binding upon each Holder
of any Registrable Securities.

           (e) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be original and all of which taken together
shall constitute one and the same agreement.


                                       19

<PAGE>   20

           (f) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

           (g) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

           (h) Severability. If any term, provision, covenant or restriction of
this Agreement is held to be invalid, illegal, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions set forth herein
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated thereby, and the parties hereto shall use their best efforts to
find and employ an alternative means to achieve the same or substantially the
same result as that contemplated by such term, provision, covenant or
restriction, it being intended that all of the rights and privileges of the
parties shall be enforceable to the fullest extent permitted by law.

           (i) Entire Agreement. This Agreement is intended by the parties as a
final expression of their agreement and is intended to be a complete and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained herein and the registration rights
granted by the Company and the Guarantor with respect to the Registrable
Securities. Except as provided in the Purchase Agreement, there are no
restrictions, promises, warranties or undertakings, other than those set forth
or referred to herein, with respect to the registration rights granted by the
Company and the Guarantor with respect to the Registrable Securities. This
Agreement supersedes all prior agreements and undertakings among the parties
solely with respect to such registration rights.

           (j) Termination. This Agreement and the obligations of the parties
hereunder shall terminate upon the end of the Effectiveness Period, except for
any liabilities or obligations under Sections 4, 5 or 6 hereof and the
obligations to make payments of and provide for Liquidated Damages under Section
2(e) hereof to the extent such damages accrue prior to the end of the
Effectiveness Period, each of which shall remain in effect in accordance with
its terms.


                                       20



<PAGE>   21


           IN WITNESS WHEREOF, the parties have executed this Registration
Rights Agreement as of the date first written above.

                                   COUNTRYWIDE CREDIT INDUSTRIES, INC.


                                   By:
                                       -----------------------------------
                                       Name:
                                       Title:


                                   COUNTRYWIDE HOME LOANS, INC.


                                   By:
                                       -----------------------------------
                                       Name:
                                       Title:


Accepted as of the date
first above written:

MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
            INCORPORATED

By:  MERRILL LYNCH, PIERCE, FENNER & SMITH
                 INCORPORATED



By:
    --------------------------------------
              Authorized Signatory






                                       21