<PAGE>

                                                                    EXHIBIT 4.34

                                                                  EXECUTION COPY

                          COUNTRYWIDE HOME LOANS, INC.
                                    as Issuer
                                       and
                       COUNTRYWIDE CREDIT INDUSTRIES, INC.
                                  as Guarantor

                              --------------------

                              --------------------

                                    INDENTURE

                          Dated as of December 16, 1996

                              --------------------

                              THE BANK OF NEW YORK

                                   as Trustee

                              --------------------

                          SUBORDINATED DEBT SECURITIES

<PAGE>

TIE-SHEET

         of provisions of Trust Indenture Act of 1939 with Indenture dated as of
December 16, 1996 among Countrywide Home Loans, Inc., as Issuer, Countrywide
Credit Industries, Inc., as Guarantor and The Bank of New York, Trustee:

<TABLE>
<CAPTION>
ACT SECTION                                                                                         INDENTURE SECTION
<S>                                                                                             <C>
301(a)(1)..................................................................................                         6.09
(a)(2).....................................................................................                         6.09
310(a)(3)..................................................................................                         N.A.
(a)(4).....................................................................................                         N.A.
310(b)   ..................................................................................     6.08; 6.10(a)(b) and (d)
310(c)   ..................................................................................                         N.A.
311(a) and (b).............................................................................                         6.13
311(c)   ..................................................................................                         N.A.
312(a)   ..................................................................................                4.01; 4.02(a)
312(b) and (c).............................................................................              4.02(b) and (c)
313(a)   ..................................................................................                      4.04(a)
313(b)(1)..................................................................................                         N.A.
313(b)(2)..................................................................................                      4.04(b)
313(c)   ..................................................................................                      4.04(c)
313(d)   ..................................................................................                      4.04(d)
314(a)   ..................................................................................                   4.03, 3.05
314(b)   ..................................................................................                         N.A.
314(c)(1) and (2)..........................................................................                        13.05
314(c)(3)...................................................................................                         N.A.
314(d)   ..................................................................................                         N.A.
314(e)   ..................................................................................                         13.05
314(f)   ..................................................................................                         N.A.
315(a)(c) and (d)..........................................................................                         6.01
315(b)   ..................................................................................                         5.08
315(e)   ..................................................................................                         5.09
316(a)(1)..................................................................................                   5.01; 5.07
316(a)(2)..................................................................................                      Omitted
316(a) last sentence.......................................................................                         7.04
316(b)   ..................................................................................                         5.04
317(a)   ..................................................................................                         5.02
317(b)   ..................................................................................                      3.04(a)
318(a)   ..................................................................................                        13.07
</TABLE>

----------------------
         THIS TIE-SHEET IS NOT PART OF THE INDENTURE AS EXECUTED.

                                       2
<PAGE>

                               TABLE OF CONTENTS*

<TABLE>
<CAPTION>
                                                                               Page
                                                                               ----
<S>                                                                            <C>
Parties ..................................................................      1
Recitals .................................................................      1
Authorization of Indenture ...............................................      1
Compliance with Legal Requirements .......................................      1
Purpose of and Consideration for Indenture ...............................      1
</TABLE>

Testimonium
Signatures
Acknowledgements

---------------------
*        THIS TABLE OF CONTENTS SHALL NOT, FOR ANY PURPOSE, BE DEEMED TO BE A
         PART OF THE INDENTURE.

                                       4
<PAGE>

                  THIS INDENTURE, dated as of December 16, 1996, among
Countrywide Home Loans, Inc., a New York corporation (hereinafter sometimes
called the "Company"), Countrywide Credit Industries, Inc., a Delaware
corporation (hereinafter sometimes called the "Guarantor"), and The Bank of New
York, a New York banking corporation, as trustee (hereinafter sometimes called
the "Trustee"),

                                   WITNESSETH:

                  WHEREAS, for its lawful corporate purposes, the Company has
duly authorized the issue from time to time of its subordinated unsecured
debentures, notes or other evidence of indebtedness to be issued in one or more
series (the "Debt Securities") up to such principal amount or amounts as may
from time to time be authorized in accordance with the terms of this Indenture
and, to provide the terms and conditions upon which the Debt Securities are to
be authenticated, issued and delivered, the Company has duly authorized the
execution of this Indenture; and

                  WHEREAS, for its lawful corporate purposes, the Guarantor has
duly authorized the execution and delivery of this Indenture and deems it
appropriate from time to time to issue its guarantee of the Debt Securities on
the terms herein provided (the "Guarantees" and, together with the Debt
Securities, the "Securities"); and

                  WHEREAS, all acts and things necessary to make this Indenture
a valid agreement according to its terms, have been done and performed.

                  NOW, THEREFORE, This Indenture Witnesseth:

                  In consideration of the premises, and the purchase of the
Securities by the holders thereof, the Company and the Guarantor covenant and
agree with the Trustee for the equal and proportionate benefit of the respective
holders from time to time of the Securities or of a series thereof, as follows:

                                    ARTICLE I

                                   DEFINITIONS

         Section 1.01. Definitions.

                  The terms defined in this Section 1.01 (except as herein
otherwise expressly provided or unless the context otherwise requires) for all
purposes of this Indenture and of any indenture supplemental hereto shall have
the respective meanings specified in this Section 1.01. All other terms used in
this Indenture which are defined in the Trust Indenture Act of 1939, as amended
(the "Trust Indenture Act"), or which are by reference therein defined in the
Securities Act of 1933, as amended (the "Securities Act"), shall (except as
herein otherwise expressly provided or unless the context otherwise requires)
have the meanings assigned to such terms in said Trust Indenture Act and in said
Securities Act as in force at the date of this Indenture as originally executed.
All accounting terms used herein and not expressly defined shall have the

                                       10
<PAGE>

meanings assigned to such terms in accordance with generally accepted accounting
principles and the term "generally accepted accounting principles" means such
accounting principles as are generally accepted at the time of any computation.
The words "herein", "hereof" and "hereunder" and other words of similar import
refer to this Indenture as a whole and not to any particular Article, Section or
other subdivision.

         Section 1.02. "Affiliate" means, with respect to a specified Person,
(a) any Person directly or indirectly owning, controlling or holding with power
to vote 10% or more of the outstanding voting securities or other ownership
interests of the specified Person, (b) any Person 10% or more of whose
outstanding voting securities or other ownership interests are directly or
indirectly owned, controlled or held with power to vote by the specified Person,
(c) any Person directly or indirectly controlling, controlled by, or under
common control with the specified Person, (d) a partnership in which the
specified Person is a general partner, (e) any officer or director of the
specified Person, and (f) if the specified Person is an individual, any entity
of which the specified Person is an officer, director or general partner.

                  (a)      "Authenticating Agent" shall mean any agent or agents
of the Trustee which at the time shall be appointed and acting pursuant to
Section 6.14.

         Section 1.03. "Bankruptcy Law" shall mean Title 11, U.S. Code, or any
similar federal or state law for the relief of debtors.

                  (a)      "Board of Directors" shall mean the board of
directors or the executive committee or any other duly authorized designated
officers of the Company or the Guarantor, as the case may be.

                  (b)      "Board Resolution" shall mean a copy of a resolution
certified by the Secretary or an Assistant Secretary of the Company or the
Guarantor, as the case may be, to have been duly adopted by the Board of
Directors and to be in full force and effect on the date of such certification.

                  (c)      "Business Day" shall mean, with respect to any series
of Securities, any day other than a day on which federal or state banking
institutions in the Borough of Manhattan, The City of New York, are authorized
or obligated by law, executive order or regulation to close.

                  (d)      "Capital Securities" shall mean undivided beneficial
interests in the assets of a Countrywide Trust which rank pari passu with Common
Securities issued by such Countrywide Trust; provided, however, that upon the
occurrence of an Event of Default, the rights of holders of Common Securities to
payment in respect of distributions and payments upon liquidation, redemption
and otherwise are subordinated to the rights of holders of Capital Securities.

                  (e)      "Capital Securities Guarantee" shall mean, in respect
of any Countrywide Trust, any guarantee that the Guarantor may enter into with
The Bank of New York

                                       11
<PAGE>

or other Persons that operates directly or indirectly for the benefit of holders
of Capital Securities of such Countrywide Trust.

                  (f)      "Certificate" shall mean a certificate signed by the
principal executive officer, the principal financial officer or the principal
accounting officer of the Company or the Guarantor, as the case may be.

                  (g)      "Common Securities" shall mean undivided beneficial
interests in the assets of a Countrywide Trust which rank pari passu with
Capital Securities issued by such Countrywide Trust; provided, however, that
upon the occurrence of an Event of Default, the rights of holders of Common
Securities to payment in respect of distributions and payments upon liquidation,
redemption and otherwise are subordinated to the rights of holders of Capital
Securities.

                  (h)      "Common Securities Guarantee" shall mean, in respect
of any Countrywide Trust, any guarantee that the Guarantor may enter into with
any Person or Persons and that operates directly or indirectly for the benefit
of holders of Common Securities of such Countrywide Trust.

                  (i)      "Company" shall mean Countrywide Home Loans, Inc., a
New York corporation, and, subject to the provisions of Article Ten, shall
include its successors and assigns.

                  (j)      "Countrywide Trust" shall mean Countrywide Capital I,
a Delaware business trust, or any other similar trust created for the purpose of
issuing Capital Securities in connection with the issuance of Securities under
this Indenture.

                  (k)      "Custodian" shall mean any receiver, trustee,
assignee, liquidator, or similar official under any Bankruptcy Law.

                  (l)      "Debt Security" or "Debt Securities" shall have the
meaning stated in the first recital of this Indenture and more particularly
means any debt security or debt securities, as the case may be, authenticated
and delivered under this Indenture.

                  (m)      "Declaration", with respect to a Countrywide Trust,
shall mean the Amended and Restated Declaration of Trust of such Countrywide
Trust.

                  (n)      "Default" means any event, act or condition that with
notice or lapse of time, or both, would constitute an Event of Default.

                  (o)      "Depositary" shall mean, with respect to Securities
of any series, for which the Company shall determine that such Securities will
be issued as a Global Security, The Depository Trust Company, New York, New
York, another clearing agency, or any successor registered as a clearing agency
under the Exchange Act, or other applicable statute or regulation, which, in
each case, shall be designated by the Company pursuant to either Section 2.03 or
2.11.

                                       12
<PAGE>

                  "Dissolution Tax Opinion" shall have the meaning set forth in
Annex I to the Declaration.

                  (p)      "Event of Default" shall mean any event specified in
Section 5.01, continued for the period of time, if any, and after the giving of
the notice, if any, therein designated.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended.

                  (q)      "Global Security" shall mean, with respect to any
series of Securities, a Security executed by the Company and delivered by the
Trustee to the Depositary or pursuant to the Depositary's instruction, all in
accordance with the Indenture, which shall be registered in the name of the
Depositary or its nominee.

                  "Guarantee" means the agreement of the Guarantor, in the form
set forth in Section 2.13 hereof, to be endorsed on the Debt Securities
authenticated and delivered under this Indenture.

                  "Guarantor" means Countrywide Credit Industries, Inc., a
corporation duly organized and existing under the laws of the State of Delaware.

                  (r)      "Indenture" shall mean this instrument as originally
executed or, if amended or supplemented as herein provided, as so amended or
supplemented, or both, and shall include the form and terms of particular series
of Securities established as contemplated hereunder.

                  (s)      "Institutional Trustee" has the meaning set forth in
the Declaration of the applicable Countrywide Trust.

                  (t)      "Interest" shall mean, when used with respect to
noninterest bearing Securities, interest payable after maturity.

                  (u)      "Interest Payment Date", when used with respect to
any installment of interest on a Debt Security of a particular series, shall
mean the date specified in such Debt Security or in a Board Resolution or in an
indenture supplemental hereto with respect to such series as the fixed date on
which an installment of interest with respect to Debt Securities of that series
is due and payable.

                  (v)      "Mortgage" shall mean and include any mortgage,
pledge, lien, security interest, conditional sale or other title retention
agreement or other similar encumbrance.

                  (w)      "Officers' Certificate" shall mean a certificate
signed by the Chairman of the Board, the President, any Managing Director or any
Vice President, and by the Treasurer, an Assistant Treasurer, the Comptroller,
an Assistant Comptroller, the Secretary or an Assistant Secretary of the Company
or the Guarantor, as the case may be, and delivered to the

                                       13
<PAGE>

Trustee. Each such certificate shall include the statements provided for in
Section 13.06 if and to the extent provided by the provisions of such Section.

                  (x)      "Opinion of Counsel" shall mean an opinion in writing
signed by legal counsel, who may be an employee of or counsel to the Company, or
may be other counsel satisfactory to the Trustee. Each such opinion shall
include the statements provided for in Section 13.06 if and to the extent
required by the provisions of such Section.

                  (y)      "Original Issue Date" of any Security (or any portion
thereof) shall mean the earlier of (a) the date of such Security or (b) the date
of any Security (or portion thereof) for which such Security was issued
(directly or indirectly) on registration of transfer, exchange or substitution.

                  (b)      "Original Issue Discount Security" shall mean any
Debt Security which provides for an amount less than the principal amount
thereof to be due and payable upon a declaration of acceleration of the maturity
thereof pursuant to Section 5.01.

                  The term "outstanding", when used with reference to Debt
Securities, shall, subject to the provisions of Section 7.04, mean, as of any
particular time, all Debt Securities authenticated and delivered by the Trustee
or the Authenticating Agent under this Indenture, except

                  (c)      Debt Securities theretofore cancelled by the Trustee
or the Authenticating Agent or delivered to the Trustee for cancellation;

                  (d)      Debt Securities, or portions thereof, for the payment
or redemption of which moneys in the necessary amount shall have been deposited
in trust with the Trustee or with any paying agent (other than the Company) or
shall have been set aside and segregated in trust by the Company (if the Company
shall act as its own paying agent); provided that, if such Debt Securities, or
portions thereof, are to be redeemed prior to maturity thereof, notice of such
redemption shall have been given as provided in Article Fourteen or provision
satisfactory to the Trustee shall have been made for giving such notice; and

                  (e)      Debt Securities paid pursuant to Section 2.08 or in
lieu of or in substitution for which other Debt Securities shall have been
authenticated and delivered pursuant to the terms of Section 2.08 unless proof
satisfactory to the Company and the Trustee is presented that any such Debt
Securities are held by bona fide holders in due course.

                           In determining whether the holders of the requisite
                  principal amount of outstanding Debt Securities have given any
                  request, demand, authorization, direction, notice, consent or
                  waiver hereunder, the principal amount of an Original Issue
                  Discount Security that shall be deemed to be outstanding for
                  such purposes shall be the amount of the principal thereof
                  that would be due and payable as of the date of such
                  determination upon a declaration of acceleration of the
                  maturity thereof pursuant to Section 5.01.

                                       14
<PAGE>

                  (f)     "Person" shall mean any individual, corporation,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

                  (g)     "Predecessor Security" of any particular Security
means every previous Security evidencing all or a portion of the same debt and
guarantee and as that evidenced by such particular Security; and, for the
purposes of this definition, any Security authenticated and delivered under
Section 2.08 in lieu of a lost, destroyed or stolen Security shall be deemed to
evidence the same debt and guarantee as the lost, destroyed or stolen Security.

                  (h)     "Principal Office of the Trustee", or other similar
term, shall mean the principal office of the Trustee, at which at any particular
time its corporate trust business shall be administered.

                  "Redemption Tax Event" shall have the meaning set forth in
Annex I to the Declaration.

                  (i)     "Responsible Officer", when used with respect to the
Trustee, shall mean the chairman and vice chairman of the board of directors,
the chairman or vice chairman of the executive committee of the board of
directors, the president, any vice president, any assistant vice president, the
cashier, any assistant cashier, the secretary, any assistant secretary, the
treasurer, any assistant treasurer, any senior trust officer, any trust officer,
the controller, any assistant controller or any other officer or assistant
officer of the Trustee customarily performing functions similar to those
performed by the Persons who at the time shall be such officers, respectively,
or to whom any corporate trust matter is referred because of his knowledge of
and familiarity with the particular subject.

                  "Security" or "Securities" means any Debt Security or Debt
Securities with a Guarantee endorsed thereon.

                  (j)     "Securityholder", "holder of Securities", or other
similar terms, shall mean any Person in whose name at the time a particular
Security is registered on the register kept by the Company or the Trustee for
that purpose in accordance with the terms hereof.

                  (k)     "Security Register" shall have the meaning specified
in Section 2.07.

                  (l)     "Senior Indebtedness" means, with respect to the
Company or the Guarantor, as the case may be, (i) the principal, premium, if
any, and interest in respect of (A) indebtedness of such obligor for money
borrowed and (B) indebtedness evidenced by securities, debentures, bonds or
other similar instruments issued by such obligor; (ii) all capital lease
obligations of such obligor; (iii) all obligations of such obligor issued or
assumed as the deferred purchase price of property, all conditional sale
obligations of such obligor and all obligations of such obligor under any title
retention agreement (but excluding trade accounts payable arising in the
ordinary course of business); (iv) all obligations of such obligor for the
reimbursement on

                                       15
<PAGE>

any letter of credit, any banker's acceptance, any security purchase facility or
any repurchase agreement or similar arrangement, any interest rate swap, any
other hedging arrangement, any obligation under options or any similar credit or
other transaction; (v) all obligations of the type referred to in clauses (i)
through (iv) of other Persons for the payment of which such obligor is
responsible or liable as obligor, guarantor or otherwise; and (vi) all
obligations of the type referred to in clauses (i) through (v) of other Persons
secured by any lien on any property or asset of such obligor (whether or not
such obligation is assumed by such obligor), except (1) any such indebtedness
that contains express terms, or is issued under a deed, indenture or other
instrument that contains express terms, providing that it is subordinate to or
ranks pari passu with the Debt Securities or the Guarantee, (2) any indebtedness
between or among the Company or the Guarantor and any of their Affiliates, and
(3) all other debt securities and guarantees in respect of those debt
securities, in any case issued by the Company or the Guarantor to (x) any
Countrywide Trust or a trustee of such Trust or (y) any other trust, or a
trustee of such trust, partnership or other entity affiliated with the Company
or the Guarantor, as the case may be, which is a financing vehicle of the
Company or the Guarantor, as the case may be (a "Financing Entity"), in
connection with the issuance by such Financing Entity of preferred securities of
a similar nature to the Capital Securities or of other securities that rank pari
passu with, or junior to, the Capital Securities. Such Senior Indebtedness shall
continue to be Senior Indebtedness and be entitled to the benefits of the
subordination provisions irrespective of any amendment, modification or waiver
of any term of such senior Indebtedness.

                  (m)     "Subsidiary" shall mean with respect to any Person,
(i) any corporation at least a majority of the outstanding voting stock of which
is owned, directly or indirectly, by such Person or by one or more of its
Subsidiaries, or by such Person and one or more of its Subsidiaries, (ii) any
general partnership, joint venture or similar entity, at least a majority of the
outstanding partnership or similar interests of which shall at the time be owned
by such Person, or by one or more of its Subsidiaries, or by such Person and one
or more of its Subsidiaries and (iii) any limited partnership of which such
Person or any of its Subsidiaries is a general partner. For the purposes of this
definition, "voting stock" means shares, interests, participations or other
equivalents in the equity interest (however designated) in such Person having
ordinary voting power for the election of a majority of the directors (or the
equivalent) of such Person, other than shares, interests, participations or
other equivalents having such power by reason of the occurrence of a
contingency.

                  (n)     "Trustee" shall mean the Person identified as
"Trustee" in the first paragraph hereof, and, subject to the provisions of
Article Six hereof, shall also include its successors and assigns as Trustee
hereunder. The term "Trustee" as used with respect to a particular series of
Securities shall mean the trustee with respect to that series.

                  (o)     "Trust Indenture Act" shall mean the Trust Indenture
Act of 1939 as in force at the date of execution of this Indenture, except as
provided in Section 9.03.

                  (p)     "Trust Securities" shall mean Common Securities and
Capital Securities of a Countrywide Trust.

                                       16
<PAGE>

                  (q)     "U.S. Government Obligations" shall mean securities
that are (i) direct obligations of the United States of America for the payment
of which its full faith and credit is pledged or (ii) obligations of a Person
controlled or supervised by and acting as an agency or instrumentality of the
United States of America the payment of which is unconditionally guaranteed as a
full faith and credit obligation by the United States of America, which, in
either case under clauses (i) or (ii), are not callable or redeemable at the
option of the issuer thereof, and shall also include a depository receipt issued
by a bank or trust company as custodian with respect to any such U.S. Government
Obligation or a specific payment of interest on or principal of any such U.S.
Government Obligation held by such custodian for the account of the holder of a
depository receipt, provided that (except as required by law) such custodian is
not authorized to make any deduction from the amount payable to the holder of
such depository receipt from any amount received by the custodian in respect of
the U.S. Government Obligation or the specific payment of interest on or
principal of the U.S. Government Obligation evidenced by such depository
receipt.

                  (r)     "Yield to Maturity" shall mean the yield to maturity
on a series of Debt Securities, calculated at the time of issuance of such
series of Debt Securities, or if applicable, at the most recent redetermination
of interest on such series and calculated in accordance with accepted financial
practice.

                                   ARTICLE II.

                                   SECURITIES

         Section 2.01. Forms Generally.

                  The Securities of each series shall be in substantially the
form as shall be established by or pursuant to a Board Resolution and as set
forth in an Officers' Certificate of the Company and the Guarantor or in one or
more indentures supplemental hereto, in each case with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture, and may have such letters, numbers or other marks
of identification and such legends or endorsements placed thereon as may be
required to comply with any law or with any rules made pursuant thereto or with
any rules of any securities exchange or as may, consistently herewith, be
determined by the officers executing such Securities, as evidenced by their
execution of the Securities.

                  In the event the Securities are issued in definitive form
pursuant to this Indenture, such Securities shall be printed, lithographed or
engraved on steel engraved borders or may be produced in any other manner, all
as determined by the officers executing such Securities, as evidenced by their
execution of such Securities.

         Section 2.02. Form of Trustee's Certificate of Authentication.

                  The Trustee's certificate of authentication on all Debt
Securities shall be in substantially the following form:

                                       17
<PAGE>

                  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

                  By______________________
                          Authorized Signatory

         Section 2.03. Amount Unlimited; Issuable in Series.

                  (a)      The aggregate principal amount of Debt Securities
which may be authenticated and delivered under this Indenture is unlimited.

                  The Debt Securities may be issued in one or more series up to
the aggregate principal amount of Debt Securities of that series from time to
time authorized by or pursuant to a Board Resolution of the Company or pursuant
to one or more indentures supplemental hereto. Prior to the initial issuance of
Debt Securities of any series, there shall be established in or pursuant to a
Board Resolution of the Company and set forth in an Officers' Certificate of the
Company or established in one or more indentures supplemental:

                  (1)      the title of the Debt Securities of the series (which
                  shall distinguish Debt Securities of the series from all other
                  Debt Securities);

                  (2)      any limit upon the aggregate principal amount of the
                  Debt Securities of the series which may be authenticated and
                  delivered under this Indenture (except for Debt Securities
                  authenticated and delivered upon registration of transfer of,
                  or in exchange for, or in lieu of, other Debt Securities of
                  the series pursuant to Section 2.07, 2.08, 2.09, 9.04 or
                  14.03);

                  (3)      the date or dates on which the principal of and
                  premium, if any, on the Debt Securities of the series is
                  payable;

                  (4)      the rate or rates at which the Debt Securities of the
                  series shall bear interest, if any, or the method by which
                  such interest may be determined, the date or dates from which
                  such interest shall accrue, the Interest Payment Dates on
                  which such interest shall be payable or the manner of
                  determination of such Interest Payment Dates and the record
                  dates for the determination of holders to whom interest is
                  payable on any such Interest Payment Dates;

                  (5)      the place or places where the principal of, and
                  premium, if any, and any interest on Debt Securities of the
                  series shall be payable;

                  (6)      the right, if any, to extend the interest payment
                  periods and the duration of such extension;

                                       18
<PAGE>

                  (7)      the price or prices at which, the period or periods
                  within which and the terms and conditions upon which Debt
                  Securities of the series may be redeemed, in whole or in part,
                  at the option of the Company, pursuant to any sinking fund or
                  otherwise;

                  (8)      the obligation, if any, of the Company to redeem,
                  purchase or repay Debt Securities of the series pursuant to
                  any sinking fund or analogous provisions or at the option of a
                  Securityholder thereof and the price or prices at which and
                  the period or periods within which the price or prices at
                  which, and the terms and conditions upon which Debt Securities
                  of the series shall be redeemed, purchased or repaid, in whole
                  or in part, pursuant to such obligation;

                  (9)      if other than denominations of $1,000 and any
                  integral multiple thereof, the denominations in which Debt
                  Securities of the series shall be issuable;

                  (10)     if other than the principal amount thereof, the
                  portion of the principal amount of Debt Securities of the
                  series which shall be payable upon declaration of acceleration
                  of the maturity thereof pursuant to Section 5.01 or provable
                  in bankruptcy pursuant to Section 5.02;

                  (11)     any Events of Default with respect to the Debt
                  Securities of a particular series, if not set forth herein;

                  (12)     the form of the Securities of the series including
                  the form of the certificate of authentication of such series;

                  (13)     any trustee, authenticating or paying agents, warrant
                  agents, transfer agents or registrars with respect to the Debt
                  Securities of such series;

                  (14)     whether the Debt Securities of the series shall be
                  issued in whole or in part in the form of one or more Global
                  Securities and, in such case, the Depositary for such Global
                  Security or Securities, and whether beneficial owners of
                  interests in any such Global Securities may exchange such
                  interests for other Debt Securities of such series in the
                  manner provided in Section 2.07, and the manner and the
                  circumstances under which and the place or places where any
                  such exchanges may occur if other than in the manner provided
                  in Section 2.07, and any other terms of the series relating to
                  the global nature of the Global Securities of such series and
                  the exchange, registration or transfer thereof and the payment
                  of any principal thereof, or interest or premium, if any,
                  thereon; and

                  (15)     any other terms of the series (which terms shall not
                  be inconsistent with the provisions of this Indenture).

                  All Debt Securities of any one series shall be substantially
identical except as to denomination and except as may otherwise be provided in
or pursuant to such resolution of the Board of Directors or in any such
indenture supplemental hereto.

                                       19
<PAGE>

                  If any of the terms of the series are established by action
taken pursuant to a Board Resolution of the Company, a copy of an appropriate
record of such action shall be certified by the Secretary or an Assistant
Secretary of the Company and delivered to the Trustee at or prior to the
delivery of the Officers' Certificate of the Company setting forth the terms of
the series.

                  (b)      Prior to the issuance of any of the Guarantees, the
exact form and terms of such Guarantees, which shall comply with the terms of
Section 2.13 hereof and contain such additional terms as are permitted by this
Indenture, shall be established by an Officers' Certificate of the Guarantor or
in an indenture supplemental hereto.

         Section 2.04. Authentication and Dating.

                  At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Debt Securities of any
series executed by the Company, together with the Guarantees endorsed thereon
executed by the Guarantor, to the Trustee for authentication, and the Trustee
shall thereupon authenticate and make available for delivery said Securities to
or upon the written order of the Company, signed by its Chairman of the Board of
Directors, President, one of its Managing Directors or one of its Vice
Presidents and by its Treasurer or any Assistant Treasurer, without any further
action by the Company hereunder. In authenticating such Securities, and
accepting the additional responsibilities under this Indenture in relation to
such Securities, the Trustee shall be entitled to receive, and (subject to
Section 6.01) shall be fully protected in relying upon:

                  (1)      a copy of any Board Resolution or Resolutions
                  relating thereto and, if applicable, an appropriate record of
                  any action taken pursuant to such resolution, in each case
                  certified by the Secretary or an Assistant Secretary of the
                  Company or the Guarantor as the case may be;

                  (2)      an executed supplemental indenture, if any;

                  (3)      an Officers' Certificate setting forth the form and
                  terms of the Securities as required pursuant to Sections 2.01
                  and 2.03, respectively; and

                  (4)      an Opinion of Counsel prepared in accordance with
                  Section 13.06 which shall also state:

                  (a)      that the form of such Securities has been established
by or pursuant to a resolution of the Board of Directors or by a supplemental
indenture as permitted by Section 2.01 in conformity with the provisions of this
Indenture;

                  (b)      that the terms of such Securities have been
established by or pursuant to a resolution of the Board of Directors or by a
supplemental indenture as permitted by Section 2.03 in conformity with the
provisions of this Indenture;

                                       20
<PAGE>

                  (c)      that (i) such Debt Securities, when authenticated and
delivered by the Trustee and issued by the Company and (ii) such Guarantees,
when issued by the Guarantor, in each case in the manner and subject to any
conditions specified in such Opinion of Counsel, will constitute valid and
legally binding obligations of the Company and the Guarantor, respectively;

                  (d)      that all laws and requirements in respect of the
execution and delivery by the Company and the Guarantor of the Debt Securities
and the Guarantees, respectively, have been complied with and that
authentication and delivery of the Securities by the Trustee will not violate
the terms of the Indenture; and

                  (e)      such other matters as the Trustee may reasonably
request.

                  The Trustee shall have the right to decline to authenticate
any Securities under this Section if the Trustee, being advised by counsel,
determines that such action may not lawfully be taken or if the Trustee in good
faith by its board of directors or trustees, executive committee, or a trust
committee of directors or trustees and/or vice presidents shall determine that
such action would expose the Trustee to personal liability to existing holders.

         Section 2.05. Date and Denomination of Securities.

                  The Securities shall be issuable as registered Securities
without coupons and in such denominations as shall be specified as contemplated
by Section 2.03. In the absence of any such specification with respect to the
Securities of any series, the Securities of such series shall be issuable in the
denominations of $1,000 and any multiple thereof. The Securities shall be
numbered, lettered, or otherwise distinguished in such manner or in accordance
with such plans as the officers executing the same may determine with the
approval of the Trustee as evidenced by the execution and authentication
thereof.

                  Every Security shall be dated the date of its authentication,
shall bear interest, if any, from such date and shall be payable on such dates,
in each case, as contemplated by Section 2.03. The interest installment on any
Security that is payable, and is punctually paid or duly provided for, on any
Interest Payment Date for Securities of that series shall be paid to the Person
in whose name said Security (or one or more Predecessor Securities) is
registered at the close of business on the regular record date for such interest
installment. In the event that any Security of a particular series or portion
thereof is called for redemption and the redemption date is subsequent to a
regular record date with respect to any Interest Payment Date and prior to such
Interest Payment Date, interest on such Security will be paid upon presentation
and surrender of such Security as provided in Section 14.03.

                  Any interest on any Security that is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date for a
Security of the same series (herein called "Defaulted Interest") shall forthwith
cease to be payable to the registered holder on the relevant regular record date
by virtue of having been such holder; and such Defaulted Interest shall be paid
by the Company, at its election, as provided in clause (1) or clause (2) below:

                                       21
<PAGE>

                  (1)      The Company may make payment of any Defaulted
                  Interest on Securities to the Persons in whose names such
                  Securities (or their respective Predecessor Securities) are
                  registered at the close of business on a special record date
                  for the payment of such Defaulted Interest, which shall be
                  fixed in the following manner: the Company shall notify the
                  Trustee in writing of the amount of Defaulted Interest
                  proposed to be paid on each such Security and the date of the
                  proposed payment, and at the same time the Company shall
                  deposit with the Trustee an amount of money equal to the
                  aggregate amount proposed to be paid in respect of such
                  Defaulted Interest or shall make arrangements satisfactory to
                  the Trustee for such deposit prior to the date of the proposed
                  payment, such money when deposited to be held in trust for the
                  benefit of the Persons entitled to such Defaulted Interest as
                  in this clause provided. Thereupon the Trustee shall fix a
                  special record date for the payment of such Defaulted Interest
                  which shall not be more than 15 nor less than ten days prior
                  to the date of the proposed payment and not less than ten days
                  after the receipt by the Trustee of the notice of the proposed
                  payment. The Trustee shall promptly notify the Company of such
                  special record date and, in the name and at the expense of the
                  Company, shall cause notice of the proposed payment of such
                  Defaulted Interest and the special record date therefor to be
                  mailed, first class postage prepaid, to each Securityholder at
                  his or her address as it appears in the Security Register (as
                  hereinafter defined), not less than ten days prior to such
                  special record date. Notice of the proposed payment of such
                  Defaulted Interest and the special record date therefor having
                  been mailed as aforesaid, such Defaulted Interest shall be
                  paid to the Persons in whose names such Securities (or their
                  respective Predecessor Securities) are registered on such
                  special record date and shall be no longer payable pursuant to
                  the following clause (2).

                  (2)      The Company may make payment of any Defaulted
                  Interest on any Securities in any other lawful manner not
                  inconsistent with the requirements of any securities exchange
                  on which such Securities may be listed, and upon such notice
                  as may be required by such exchange, if, after notice given by
                  the Company to the Trustee of the proposed payment pursuant to
                  this clause, such manner of payment shall be deemed
                  practicable by the Trustee.

                  Unless otherwise set forth in a Board Resolution of the
Company or one or more indentures supplemental hereto establishing the terms of
any series of Securities pursuant to Section 2.01 hereof, the term "regular
record date" as used in this Section with respect to a series of Securities with
respect to any Interest Payment Date for such series shall mean either the
fifteenth day of the month immediately preceding the month in which an Interest
Payment Date established for such series pursuant to Section 2.01 hereof shall
occur, if such Interest Payment Date is the first day of a month, or the last
day of the month immediately preceding the month in which an Interest Payment
Date established for such series pursuant to Section 2.01 hereof shall occur, if
such Interest Payment Date is the fifteenth day of a month, whether or not such
date is a Business Day.

                                       22
<PAGE>

                  Subject to the foregoing provisions of this Section, each
Security of a series delivered under this Indenture upon transfer of or in
exchange for or in lieu of any other Security of such series shall carry the
rights to interest accrued and unpaid, and to accrue, that were carried by such
other Security.

         Section 2.06. Execution of Securities.

                  The Securities shall be signed in the name and on behalf of
the Company by, and the Guarantees endorsed thereon shall be signed on behalf of
the Guarantor by, the facsimile signature of its Chairman of the Board of
Directors, President, one of its Managing Directors or one of its
Vice-Presidents and by the facsimile signature of its Treasurer or one of its
Assistant Treasurers, under its corporate seal which may be affixed thereto or
printed, engraved or otherwise reproduced thereon, by facsimile or otherwise,
and which need not be attested. Only such Securities as shall bear thereon a
certificate of authentication substantially in the form hereinbefore recited,
executed by the Trustee or the Authenticating Agent, shall be entitled to the
benefits of this Indenture or be valid or obligatory for any purpose. Such
certificate by the Trustee or the Authenticating Agent upon any Security
executed by the Company and the Guarantor shall be conclusive evidence that the
Security so authenticated has been duly authenticated and delivered hereunder
and that the holder is entitled to the benefits of this Indenture.

                  In case any officer of the Company or the Guarantor who shall
have signed any of the Securities shall cease to be such officer before the
Securities so signed shall have been authenticated by the Trustee or the
Authenticating Agent, or disposed of by the Company, such Securities
nevertheless may be authenticated or disposed of as though the Person who signed
such Securities had not ceased to be such officer of the Company or the
Guarantor, as the case may be; and any Security may be signed on behalf of the
Company or the Guarantor by such Persons as, at the actual date of the execution
of such Security, shall be the proper officers of the Company or the Guarantor,
as the case may be, although at the date of the execution of this Indenture any
such person was not such an officer.

         Section 2.07. Exchange and Registration of Transfer of Securities.

         Subject to Section 2.03(14), Securities of any series may be exchanged
for a like aggregate principal amount of Securities of the same series of other
authorized denominations. Securities to be exchanged may be surrendered at the
principal corporate trust office of the Trustee or at any office or agency to be
maintained by the Company for such purpose as provided in Section 3.02, and the
Company and the Guarantor shall execute, the Company or the Trustee shall
register and the Trustee or the Authenticating Agent shall authenticate and make
available for delivery in exchange therefor the Security or Securities which the
Securityholder making the exchange shall be entitled to receive. Upon due
presentment for registration of transfer of any Security of any series at the
principal corporate trust office of the Trustee or at any office or agency of
the Company maintained for such purpose as provided in Section 3.02, the Company
and the Guarantor shall execute, the Company or the Trustee shall register and
the Trustee or the Authenticating Agent shall authenticate and make available
for delivery in the

                                       23
<PAGE>

name of the transferee or transferees a new Security or Securities of the same
series for a like aggregate principal amount. Registration or registration of
transfer of any Security by the Trustee or by any agent of the Company appointed
pursuant to Section 3.02, and delivery of such Security, shall be deemed to
complete the registration or registration of transfer of such Security.

                  The Company or the Trustee shall keep, at the principal
corporate trust office of the Trustee, a register (the "Security Register") for
each series of Securities issued hereunder in which, subject to such reasonable
regulations as it may prescribe, the Company or the Trustee shall register all
Securities and shall register the transfer of all Securities as in this Article
Two provided. Such register shall be in written form or in any other form
capable of being converted into written form within a reasonable time.

                  All Securities presented for registration of transfer or for
exchange or payment shall (if so required by the Company or the Trustee or the
Authenticating Agent) be duly endorsed by, or be accompanied by a written
instrument or instruments of transfer in form satisfactory to the Company and
the Trustee or the Authenticating Agent duly executed by, the holder or his
attorney duly authorized in writing.

                  No service charge shall be made for any exchange or
registration of transfer of Securities, but the Company or the Trustee may
require payment of a sum sufficient to cover any tax, fee or other governmental
charge that may be imposed in connection therewith.

                  The Company or the Trustee shall not be required to exchange
or register a transfer of (a) any Security for a period of 15 days next
preceding the date of selection of Securities of such series for redemption, or
(b) any Securities of any series selected, called or being called for redemption
in whole or in part, except in the case of any Securities of any series to be
redeemed in part, the portion thereof not so to be redeemed.

         Section 2.08. Mutilated, Destroyed, Lost or Stolen Securities.

                  In case any temporary or definitive Security shall become
mutilated or be destroyed, lost or stolen, the Company and the Guarantor shall
execute, and upon its request the Trustee shall authenticate and deliver, a new
Security of the same series bearing a number not contemporaneously outstanding,
in exchange and substitution for the mutilated Security, or in lieu of and in
substitution for the Security so destroyed, lost or stolen. In every case the
applicant for a substituted Security shall furnish to the Company, the Guarantor
and the Trustee such security or indemnity as may be required by them to save
each of them harmless, and, in every case of destruction, loss or theft, the
applicant shall also furnish to the Company, the Guarantor and the Trustee
evidence to their satisfaction of the destruction, loss or theft of such
Security and of the ownership thereof.

                  The Trustee may authenticate any such substituted Security and
make available for delivery the same upon the written request or authorization
of any officer of the Company. Upon the issuance of any substituted Security,
the Company may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto

                                       24
<PAGE>

and any other expenses connected therewith. In case any Security which has
matured or is about to mature or has been called for redemption in full shall
become mutilated or be destroyed, lost or stolen, the Company may, instead of
issuing a substitute Security, pay or authorize the payment of the same (without
surrender thereof except in the case of a mutilated Security) if the applicant
for such payment shall furnish to the Company, the Guarantor and the Trustee
such security or indemnity as may be required by them to save each of them
harmless and, in case of destruction, loss or theft, evidence satisfactory to
the Company and to the Trustee of the destruction, loss or theft of such
Security and of the ownership thereof.

                  Every substituted Security of any series issued pursuant to
the provisions of this Section 2.08 by virtue of the fact that any such Security
is destroyed, lost or stolen shall constitute an additional contractual
obligation of the Company or the Guarantor, as the case may be, whether or not
the destroyed, lost or stolen Security shall be found at any time, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities of the same series duly issued hereunder. All
Securities shall be held and owned upon the express condition that, to the
extent permitted by applicable law, the foregoing provisions are exclusive with
respect to the replacement or payment of mutilated, destroyed, lost or stolen
Securities and shall preclude any and all other rights or remedies
notwithstanding any law or statute existing or hereafter enacted to the contrary
with respect to the replacement or payment of negotiable instruments or other
securities without their surrender.

         Section 2.09. Temporary Securities.

                  Pending the preparation of definitive Securities of any
series, the Company and the Guarantor may execute and the Trustee shall
authenticate and make available for delivery temporary Securities (printed or
lithographed). Temporary Securities shall be issuable in any authorized
denomination, and substantially in the form of the definitive Securities but
with such omissions, insertions and variations as may be appropriate for
temporary Securities, all as may be determined by the Company. Every such
temporary Security shall be executed by the Company and the Guarantor and be
authenticated by the Trustee upon the same conditions and in substantially the
same manner, and with the same effect, as the definitive Securities. Without
unreasonable delay the Company and the Guarantor will execute and deliver to the
Trustee or the Authenticating Agent definitive Securities and thereupon any or
all temporary Securities of such series may be surrendered in exchange therefor,
at the principal corporate trust office of the Trustee or at any office or
agency maintained by the Company for such purpose as provided in Section 3.02,
and the Trustee or the Authenticating Agent shall authenticate and make
available for delivery in exchange for such temporary Securities a like
aggregate principal amount of such definitive Securities. Such exchange shall be
made by the Company at its own expense and without any charge therefor except
that in case of any such exchange involving a registration of transfer the
Company may require payment of a sum sufficient to cover any tax, fee or other
governmental charge that may be imposed in relation thereto. Until so exchanged,
the temporary Securities of any series shall in all respects be entitled to the
same benefits under this Indenture as definitive Securities of the same series
authenticated and delivered hereunder.

         Section 2.10. Cancellation of Securities Paid, etc.

                                       25
<PAGE>

                  All Securities surrendered for the purpose of payment,
redemption, exchange or registration of transfer, shall, if surrendered to the
Company, the Guarantor or any paying agent, be surrendered to the Trustee and
promptly cancelled by it, or, if surrendered to the Trustee or any
Authenticating Agent, shall be promptly cancelled by it, and no Securities shall
be issued in lieu thereof except as expressly permitted by any of the provisions
of this Indenture. All Securities cancelled by any Authenticating Agent shall be
delivered to the Trustee. The Trustee shall deliver all cancelled Securities to
the Company. If the Company shall acquire any of the Securities, however, such
acquisition shall not operate as a redemption or satisfaction of the
indebtedness represented by such Securities unless and until the same are
surrendered to the Trustee for cancellation.

         Section 2.11. Global Securities.

                  (a)      If the Company shall establish pursuant to Section
2.03 that the Securities of a particular series are to be issued as a Global
Security, then the Company and the Guarantor shall execute and the Trustee
shall, in accordance with Section 2.04, authenticate and deliver, a Global
Security that (i) shall represent, and shall be denominated in an amount equal
to the aggregate principal amount of, all of the outstanding Securities of such
series, (ii) shall be registered in the name of the Depositary or its nominee,
(iii) shall be delivered by the Trustee to the Depositary or pursuant to the
Depositary's instruction and (iv) shall bear a legend substantially to the
following effect: "Except as otherwise provided in Section 2.11 of the
Indenture, this Security may be transferred, in whole but not in part, only by
the Depositary to a nominee of the Depositary or by a nominee of the Depositary
to the Depositary, another nominee of the Depositary or to a successor
Depositary or its nominee."

                  (b)      Notwithstanding the provisions of Section 2.07, the
Global Security of a series may be transferred, in whole but not in part and in
the manner provided in Section 2.07, only by the Depositary to a nominee of the
Depositary for such series, or by a nominee of the Depositary to the Depositary
for such series, another nominee of the Depositary for such series, or a
successor Depositary for such series selected or approved by the Company, or a
nominee of such successor Depositary for such series.

                  (c)      If at any time the Depositary for a series of the
Securities notifies the Company that it is unwilling or unable to continue as
Depositary for such series or if at any time the Depositary for such series
shall no longer be registered or in good standing under the Exchange Act, or
other applicable statute or regulation, and a successor Depositary for such
series is not appointed by the Company within 90 days after the Company receives
such notice or becomes aware of such condition, as the case may be, this Section
2.11 shall no longer be applicable to the Securities of such series and the
Company and the Guarantor will execute, and subject to Section 2.07, the Trustee
will authenticate and make available for delivery the Securities of such series
in definitive registered form without coupons, in authorized denominations, and
in an aggregate principal amount equal to the principal amount of the Global
Security of such series in exchange for such Global Security. In addition, the
Company may at any time determine that the Securities of any series shall no
longer be represented by a Global Security and that the provisions of this
Section 2.11 shall no longer apply to the Securities of

                                       26
<PAGE>

such series. In such event the Company and the Guarantor will execute and
subject to Section 2.07, the Trustee, upon receipt of an Officers' Certificate
evidencing such determination by the Company, will authenticate and make
available for delivery the Securities of such series in definitive registered
form without coupons, in authorized denominations, and in an aggregate principal
amount equal to the principal amount of the Global Security of such series in
exchange for such Global Security. Upon the exchange of the Global Security for
such Securities in definitive registered form without coupons, in authorized
denominations, the Global Security shall be cancelled by the Trustee. Such
Securities in definitive registered form issued in exchange for the Global
Security pursuant to this Section 2.11(c) shall be registered in such names and
in such authorized denominations as the Depositary, pursuant to instructions
from its direct or indirect participants or otherwise, shall instruct the
Trustee. The Trustee shall deliver such Securities to the Depositary for
delivery to the Persons in whose names such Securities are so registered.

         Section 2.12. CUSIP Numbers.

                  The Company in issuing the Securities may use "CUSIP" numbers
(if then generally in use), and, if so, the Trustee shall use "CUSIP" numbers in
notices of redemption as a convenience to Securityholders; provided that any
such notice may state that no representation is made as to the correctness of
such numbers either as printed on the Securities or as contained in any notice
of a redemption and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be affected
by any defect in or omission of such numbers. The Company will promptly notify
the Trustee of any change in the CUSIP numbers.

         Section 2.13. Unconditional Guarantees.

                               (FORM OF GUARANTEE)

                  FOR VALUE RECEIVED, the Guarantor hereby fully and
unconditionally guarantees to the holder of the Security upon which this
Guarantee is endorsed the due and punctual payment of the principal of, sinking
fund payment, if any, premium, if any, or interest on said Security, when and as
the same shall become due and payable, whether at maturity, upon redemption or
otherwise, according to the terms thereof and of the Indenture referred to
therein.

                  The Guarantor agrees to determine, at least one Business Day
prior to the date upon which a payment of principal of, sinking fund payment, if
any, premium, if any, or interest on said Security is due and payable, whether
the Company has available the funds to make such payment as the same shall
become due and payable. In case of the failure of the Company punctually to pay
any such principal, sinking fund payment, if any, premium, if any, or interest,
the Guarantor hereby agrees to cause any such payment to be made punctually when
and as the same shall become due and payable, whether at maturity, upon
redemption, or otherwise, and as if such payment were made by the Company.

                                       27
<PAGE>

                  The Guarantor hereby agrees that its obligations hereunder
shall be unconditional, irrevocable, and absolute, irrespective of the validity,
regularity, or enforceability of said Security or said Indenture, the absence of
any action to enforce the same, any waiver or consent by the holder of said
Security with respect to any provisions thereof, the recovery of any judgment
against the Company or any action to enforce the same, or any other circumstance
which might otherwise constitute a legal or equitable discharge or defense of a
guarantor. The Guarantor hereby waives diligence, presentment, demand of
payment, filing of claims with a court in the event of merger or bankruptcy of
the Company, any right to require a proceeding first against the Company,
protest or notice with respect to said Security or indebtedness evidenced
thereby, and all demands whatsoever and covenants that this Guarantee will not
be discharged except by complete performance of the obligations contained in
said Security and in this Guarantee.

                  The Guarantor shall be subrogated to all rights of the holder
of said Security against the Company in respect of any amounts paid by the
Guarantor pursuant to the provisions of this Guarantee; provided, however, that
the Guarantor shall not, without the consent of the holders of all of the
Securities then outstanding, 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 all Securities shall have been paid in full
or payment thereof shall have been provided for in accordance with said
Indenture.

                  Notwithstanding anything to the contrary contained herein, if
following any payment of principal or interest by the Company on the Securities
to the holders of the Securities it is determined by a final decision of a court
of competent jurisdiction that such payment shall be avoided by a trustee in
bankruptcy (including any debtor-in-possession) as a preference under 11 U.S.C.
Section 547 and such payment is paid by such holder to such trustee in
bankruptcy, then and to the extent of such repayment, the obligations of the
Guarantor hereunder shall remain in full force and effect.

         The obligations of the Guarantor under this Guarantee are, to the
extent provided in the Indenture, subordinate and junior in right of payment to
the prior payment in full of all Senior Indebtedness, and this Guarantee is
issued subject to the provisions of the Indenture with respect thereto.

         Each holder of the Security upon which this Guarantee is endorsed, by
accepting the same, (a) agrees to and shall be bound by such provisions, (b)
authorizes and directs the Trustee on his or her behalf to take such action as
may be necessary or appropriate to acknowledge or effectuate the subordination
so provided and (c) appoints the Trustee his or her attorney-in-fact for any and
all such purposes. Each holder of the Security upon which this Guarantee is
endorsed, by his or her acceptance thereof, hereby waives all notice of the
acceptance of the subordination provisions contained herein and in the Indenture
by each holder of Senior Indebtedness, whether now outstanding or hereafter
incurred, and waives reliance by each holder upon said provisions.

                                       28
<PAGE>

                  This Guarantee shall not be valid or become obligatory for any
purpose with respect to a Security until the certificate of authentication on
such Security shall have been signed by the Trustee (or the Authentication
Agent).

                  This Guarantee shall be governed by the laws of the State of
New York.

                  IN WITNESS WHEREOF, Countrywide Credit Industries, Inc. has
caused this Guarantee to be signed in its corporate name by the facsimile
signature of two of its officers thereunto duly authorized and has caused a
facsimile of its corporate seal to be affixed hereunto or imprinted or otherwise
reproduced hereon.

         Section 2.14. Execution of Guarantee

                  To evidence the Guarantee to the Securityholders specified in
Section 2.13, the Guarantor hereby agrees to execute the Guarantees, in
substantially the form above recited, to be endorsed on each Security
authenticated and delivered by the Trustee (or the Authenticating Agent). Each
such Guarantee shall be signed on behalf of the Guarantor as set forth in
Section 2.06 prior to the authentication of the Security on which it is endorsed
and the delivery of such Security by the Trustee (or the Authenticating Agent),
after the authentication thereof hereunder, shall constitute due delivery of
such Guarantee on behalf of the Guarantor.

         Section 2.15. Assumption by Guarantor

                  (a)      The Guarantor may, without the consent of the
Securityholders, assume all of the rights and obligations of the Company
hereunder with respect to a series of Securities and under the Securities of
such series if, after giving effect to such assumption, no Default or Event of
Default shall have occurred and be continuing. Upon such an assumption, the
Guarantor shall execute a supplemental indenture evidencing its assumption of
all such rights and obligations of the Company and the Company shall be released
from its liabilities hereunder and under such Securities as obligor on the
Securities of such series.

                  (b)      The Guarantor shall assume all of the rights and
obligations of the Company hereunder with respect to a series of Securities and
under the Securities of such series if, upon a default by the Company in the due
and punctual payment of the principal, sinking fund payment, if any, premium, if
any, or interest on such Securities, the Guarantor is prevented by any court
order or judicial proceeding from fulfilling its obligations under Section 2.13
with respect to such series of Securities. Such assumption shall result in the
Securities of such series becoming the direct obligations of the Guarantor and
shall be effected without the consent of the holders of the Securities of any
series. Upon such an assumption, the Guarantor shall execute a supplemental
indenture evidencing its assumption of all such rights and obligations of the
Company, and the Company shall be released from its liabilities hereunder and
under such Securities as obligor on the Securities of such series.

                                       29
<PAGE>

                                  ARTICLE III.

                       PARTICULAR COVENANTS OF THE COMPANY

         Section 3.01. Payment of Principal, Premium and Interest.

                  The Company covenants and agrees for the benefit of each
series of Securities that it will duly and punctually pay or cause to be paid
the principal of and premium, if any, and interest on each of the Debt
Securities of that series at the place, at the respective times and in the
manner provided in such Debt Securities. At the option of the Company, each
installment of interest on the Debt Securities of any series may be paid (i) by
mailing checks for such interest payable to the order of the holders of Debt
Securities entitled thereto as they appear on the registry books of the Company
or (ii) by wire transfer to any account designated by such Person.

         Section 3.02. Offices for Notices and Payments, etc.

                  So long as any of the Securities remain outstanding, the
Company will maintain in the Borough of Manhattan, The City of New York, an
office or agency where the Securities of each series may be presented for
payment, an office or agency where the Securities of that series may be
presented for registration or transfer and for exchange as in this Indenture
provided and an office or agency where notices and demands to or upon the
Company in respect of the Securities of that series or of this Indenture may be
served. The Company will give to the Trustee written notice of the location of
any such office or agency and of any change of location thereof. Until otherwise
designated from time to time by the Company in a notice to the Trustee, or
specified as contemplated by Section 2.03, such office or agency for all of the
above purposes shall be the office or agency of the Trustee. In case the Company
shall fail to maintain any such office or agency in the Borough of Manhattan,
The City of New York, or shall fail to give such notice of the location or of
any change in the location thereof, presentations and demands may be made and
notices may be served at the principal corporate trust office of the Trustee.

                  In addition to any such office or agency, the Company may from
time to time designate one or more offices or agencies outside the Borough of
Manhattan, The City of New York, where the Securities may be presented for
registration of transfer and for exchange in the manner provided in this
Indenture, and the Company may from time to time rescind such designation, as
the Company may deem desirable or expedient; provided, however, that no such
designation or rescission shall in any manner relieve the Company of its
obligation to maintain any such office or agency in the Borough of Manhattan,
The City of New York, for the purposes above mentioned. The Company will give to
the Trustee prompt written notice of any such designation or rescission thereof.

         Section 3.03. Appointments to Fill Vacancies in Trustee's Office.

                  The Company, whenever necessary to avoid or fill a vacancy in
the office of Trustee, will appoint, in the manner provided in Section 6.10, a
Trustee, so that there shall at all times be a Trustee hereunder.

                                       30
<PAGE>

         Section 3.04. Provision as to Paying Agent.

                  (a)      If the Company shall appoint a paying agent other
than the Trustee with respect to the Securities of any series, it will cause
such paying agent to execute and deliver to the Trustee an instrument in which
such agent shall agree with the Trustee, subject to the provision of this
Section 3.04,

                                                     (1)   that it will hold all
                                    sums held by it as such agent for the
                                    payment of the principal of and premium, if
                                    any, or interest, if any, on the Securities
                                    of such series (whether such sums have been
                                    paid to it by the Company or by any other
                                    obligor on the Securities of such series) in
                                    trust for the benefit of the holders of the
                                    Securities of such series; and

                                                     (2)   that it will give the
                                    Trustee notice of any failure by the Company
                                    (or by any other obligor on the Securities
                                    of such series) to make any payment of the
                                    principal of and premium, if any, or
                                    interest, if any, on the Securities of such
                                    series when the same shall be due and
                                    payable.

                  (b)      If the Company shall act as its own paying agent, it
will, on or before each due date of the principal of and premium, if any, or
interest, if any, on the Securities of any series, set aside, segregate and hold
in trust for the benefit of the holders of the Securities of such series a sum
sufficient to pay such principal, premium or interest so becoming due and will
notify the Trustee of any failure to take such action and of any failure by the
Company (or by any other obligor under the Securities of such series) to make
any payment of the principal of and premium, if any, or interest, if any, on the
Securities of such series when the same shall become due and payable.

                  (c)      Anything in this Section 3.04 to the contrary
notwithstanding, the Company may, at any time, for the purpose of obtaining a
satisfaction and discharge with respect to one or more or all series of
Securities hereunder, or for any other reason, pay, or direct any paying agent
to pay to the Trustee all sums held in trust for any such series by the Company
or any such paying agent, such sums to be held by the Trustee upon the trusts
herein contained.

                  (d)      Anything in this Section 3.04 to the contrary
notwithstanding, the agreement to hold sums in trust as provided in this Section
3.04 is subject to Sections 11.03 and 11.04.

         Section 3.05. Certificate to Trustee.

                  The Company will deliver to the Trustee on or before 120 days
after the end of each fiscal year in each year commencing on February 28, 1997,
so long as Securities of any series are outstanding hereunder, a Certificate
signed by its principal executive officer, principal financial officer or
principal accounting officer, stating that in the course of the performance by
the signers of their duties as officers of the Company they would normally have
knowledge of any default by the Company in the performance of any covenants
contained herein, stating

                                       31
<PAGE>

whether or not they have knowledge of any such default and, if so, specifying
each such default of which the signers have knowledge and the nature thereof.

         Section 3.06. Compliance with Consolidation Provisions.

                  Neither the Company nor the Guarantor will, while any of the
Securities remain outstanding, consolidate with, or merge into, or merge into
itself, or sell or convey all or substantially all of its property to any other
company unless the provisions of Article Ten hereof are complied with.

         Section 3.07. Limitation on Dividends.

                  If Securities are issued to a Countrywide Trust or a trustee
of such trust in connection with the issuance of Trust Securities by such
Countrywide Trust and (i) there shall have occurred and be continuing any event
that would constitute an Event of Default, (ii) the Guarantor shall be in
default with respect to its payment of any obligations under the Capital
Securities Guarantee or Common Securities Guarantee relating to such Countrywide
Trust, or (iii) the Company shall have given notice of its election to defer
payments of interest on such Securities by extending the interest payment period
as provided in the Indenture and such period, or any extension thereof, shall be
continuing, then (a) the Guarantor and the Company shall not declare or pay any
dividend on, make any distributions with respect to, or redeem, purchase or make
a liquidation payment with respect to, any of its capital stock or rights to
acquire such capital stock (other than (i) purchases or acquisitions of shares
of the Company's or the Guarantor's capital stock or rights to acquire such
capital stock in connection with the satisfaction by the Company or the
Guarantor, respectively, of their obligations under any employee benefit plans,
(ii) as a result of a reclassification of the Company's or the Guarantor's
capital stock or rights to acquire such capital stock or the exchange or
conversion of one class or series of the Company's or the Guarantor's capital
stock or rights to acquire such capital stock for another class or series of the
Company's or the Guarantor's capital stock or rights to acquire such capital
stock, (iii) the purchase of fractional interests in shares of the Company's or
the Guarantor's capital stock pursuant to the conversion or exchange provisions
of such capital stock or the security being converted or exchanged, or (iv)
dividends or distributions made on the Company's or the Guarantor's capital
stock or rights to acquire such stock with the Company's or the Guarantor's
capital stock or rights to acquire such capital stock) or make any guarantee
payments with respect to any of the foregoing and (b) the Guarantor and the
Company shall not make any payment of interest, principal or premium, if any, on
or repay, repurchase or redeem any debt securities (including guarantees) issued
by the Guarantor or the Company which rank pari passu with or junior to such
Securities.

         Section 3.08. Covenants as to Countrywide Trusts.

                  In the event Securities are issued to a Countrywide Trust or a
trustee of such trust in connection with the issuance of Trust Securities by
such Countrywide Trust, for so long as such Trust Securities remain outstanding,
the Guarantor will (i) maintain 100% direct ownership of the Common Securities
of such Countrywide Trust, (ii) use its reasonable efforts to cause such

                                       32
<PAGE>

Countrywide Trust (a) to remain a business trust, except in connection with a
distribution of Securities to the holders of Trust Securities in liquidation of
such Countrywide Trust, the redemption of all of the Trust Securities of such
Countrywide Trust or certain mergers, consolidations or amalgamations, each as
permitted by the Declaration of such Countrywide Trust, and (b) to otherwise
continue to be treated as a grantor trust for United States federal income tax
purposes and (iii) use its reasonable efforts to cause each holder of Trust
Securities to be treated as owning an undivided beneficial interest in the
Securities.

         Section 3.09. Calculation of Original Issue Discount.

                  The Company shall file with the Trustee promptly at the end of
each calendar year a written notice specifying the amount of original issue
discount (including daily rates and accrual periods) accrued on outstanding Debt
Securities as of the end of such year.

                                   ARTICLE IV.

                    SECURITYHOLDERS' LISTS AND REPORTS BY THE

                             COMPANY AND THE TRUSTEE

         Section 4.01. Securityholders' Lists.

                  The Company covenants and agrees that it will furnish or
caused to be furnished to the Trustee:

                  (a)      on each regular record date for each series of
Securities, a list, in such form as the Trustee may reasonably require, of the
names and addresses of the Securityholders of such series of Securities as of
such record date (and on dates to be determined pursuant to Section 2.03 for
non-interest bearing securities in each year); and

                  (b)      at such other times as the Trustee may request in
writing, within 30 days after the receipt by the Company of any such request, a
list of similar form and content as of a date not more than 15 days prior to the
time such list is furnished; except that no such lists need be furnished under
this Section 4.01 so long as the Trustee is in possession thereof by reason of
its acting as Security registrar for such series.

         Section 4.02. Preservation and Disclosure of Lists.

                  (a)      The Trustee shall preserve, in as current a form as
is reasonably practicable, all information as to the names and addresses of the
holders of each series of Securities (1) contained in the most recent list
furnished to it as provided in Section 4.01 or (2) received by it in the
capacity of Securities registrar (if so acting) hereunder. The Trustee may
destroy any list furnished to it as provided in Section 4.01 upon receipt of a
new list so furnished.

                  (b)      In case three or more holders of Securities of any
series (hereinafter referred to as "applicants") apply in writing to the Trustee
and furnish to the Trustee reasonable proof that

                                       33
<PAGE>

each such applicant has owned a Security of such series for a period of at least
six months preceding the date of such application, and such application states
that the applicants desire to communicate with other holders of Securities of
such series or with holders of all Securities with respect to their rights under
this Indenture or under such Securities and is accompanied by a copy of the form
of proxy or other communication which such applicants propose to transmit, then
the Trustee shall within five Business Days after the receipt of such
application, at its election, either:

                                                     (1)   afford such
                                    applicants access to the information
                                    preserved at the time by the Trustee in
                                    accordance with the provisions of subsection
                                    (a) of this Section 4.02, or

                                                     (2)   inform such
                                    applicants as to the approximate number of
                                    holders of such series or all Securities, as
                                    the case may be, whose names and addresses
                                    appear in the information preserved at the
                                    time by the Trustee in accordance with the
                                    provisions of subsection (a) of this Section
                                    4.02, and as to the approximate cost of
                                    mailing to such Securityholders the form of
                                    proxy or other communication, if any,
                                    specified in such application.

                                                                 If the Trustee
                                    shall elect not to afford such applicants
                                    access to such information, the Trustee
                                    shall, upon the written request of such
                                    applicants, mail to each Securityholder of
                                    such series or all Securities, as the case
                                    may be, whose name and address appear in the
                                    information preserved at the time by the
                                    Trustee in accordance with the provisions of
                                    subsection (a) of this Section 4.02 a copy
                                    of the form of proxy or other communication
                                    which is specified in such request with
                                    reasonable promptness after a tender to the
                                    Trustee of the material to be mailed and of
                                    payment, or provision for the payment, of
                                    the reasonable expenses of mailing, unless
                                    within five days after such tender, the
                                    Trustee shall mail to such applicants and
                                    file with the Securities and Exchange
                                    Commission, together with a copy of the
                                    material to be mailed, a written statement
                                    to the effect that, in the opinion of the
                                    Trustee, such mailing would be contrary to
                                    the best interests of the holders of
                                    Securities of such series or all Securities,
                                    as the case may be, or would be in violation
                                    of applicable law. Such written statement
                                    shall specify the basis of such opinion. If
                                    said Commission, after opportunity for a
                                    hearing upon the objections specified in the
                                    written statement so filed, shall enter an
                                    order refusing to sustain any of such
                                    objections or if, after the entry of an
                                    order sustaining 1 or more of such
                                    objections, said Commission shall find,
                                    after notice and opportunity for hearing,
                                    that all the objections so sustained have
                                    been met and shall enter an order so
                                    declaring, the

                                       34
<PAGE>

                                    Trustee shall mail copies of such material
                                    to all such Securityholders with reasonable
                                    promptness after the entry of such order and
                                    the renewal of such tender; otherwise the
                                    Trustee shall be relieved of any obligation
                                    or duty to such applicants respecting their
                                    application.

                  (c)      Each and every holder of Securities, by receiving and
holding the same, agrees with Company, the Guarantor and the Trustee that
neither the Company, the Guarantor nor the Trustee nor any paying agent shall be
held accountable by reason of the disclosure of any such information as to the
names and addresses of the holders of Securities in accordance with the
provisions of subsection (b) of this Section 4.02, regardless of the source from
which such information was derived, and that the Trustee shall not be held
accountable by reason of mailing any material pursuant to a request made under
said subsection (b).

         Section 4.03. Reports by Guarantor.

                  (a)      The Guarantor covenants and agrees to file with the
Trustee, within 15 days after the Guarantor is required to file the same with
the Securities and Exchange Commission, copies of the annual reports and of the
information, documents and other reports (or copies of such portions of any of
the foregoing as said Commission may from time to time by rules and regulations
prescribe) which the Guarantor may be required to file with said Commission
pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the
Guarantor is not required to file information, documents or reports pursuant to
either of such sections, then to file with the Trustee and said Commission, in
accordance with rules and regulations prescribed from time to time by said
Commission, such of the supplementary and periodic information, documents and
reports which may be required pursuant to Section 13 of the Exchange Act in
respect of a security listed and registered on a national securities exchange as
may be prescribed from time to time in such rules and regulations.

                  (b)      The Guarantor covenants and agrees to file with the
Trustee and the Securities and Exchange Commission, in accordance with the rules
and regulations prescribed from time to time by said Commission, such additional
information, documents and reports with respect to compliance by the Guarantor
with the conditions and covenants provided for in this Indenture as may be
required from time to time by such rules and regulations.

                  (c)      The Guarantor covenants and agrees to transmit by
mail to all holders of Securities, as the names and addresses of such holders
appear upon the Security register, within 30 days after the filing thereof with
the Trustee, such summaries of any information, documents and reports required
to be filed by the Guarantor pursuant to subsections (a) and (b) of this Section
4.03 as may be required by rules and regulations prescribed from time to time by
the Securities and Exchange Commission.

                  (d)      Delivery of such reports, information and documents
to the Trustee is for informational purposes only and the Trustee's receipt of
such shall not constitute constructive notice of any information contained
therein or determinable from information contained therein,

                                       35
<PAGE>

including the Guarantor's compliance with any of its covenants hereunder (as to
which the Trustee is entitled to rely exclusively on Certificates and Officers'
Certificates).

         Section 4.04. Reports by the Trustee.

                  (a)      The Trustee shall transmit to Securityholders such
reports concerning the Trustee and its actions under this Indenture as may be
required pursuant to the Trust Indenture Act at the times and in the manner
provided pursuant thereto. If required by Section 313(a) of the Trust Indenture
Act, the Trustee shall, within 60 days after each May 15 following the date of
this Indenture deliver to Securityholders a brief report, dated as of such May
15, which complies with the provisions of such Section 313(a).

                  (b)      A copy of each such report shall, at the time of such
transmission to Securityholders, be filed by the Trustee with each stock
exchange, if any, upon which the Securities are listed, with the Securities and
Exchange Commission and with the Company. The Company will promptly notify the
Trustee when the Securities are listed on any stock exchange.

                                   ARTICLE V.

                  REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS--

                                EVENTS OF DEFAULT

         Section 5.01. Events of Default.

                  The following Events of Default with respect to Securities of
any series or such other events as may be established with respect to the
Securities of that series as contemplated by Section 2.03 hereof shall be
"Events of Default" with respect to Securities of that series:

                  (a)      the Company or the Guarantor defaults in the payment
of any interest upon any Securities of that series when it becomes due and
payable, and continuance of such default for a period of 30 days; provided,
however, that a valid extension of an interest payment period by the Company in
accordance with the terms of any indenture supplemental hereto shall not
constitute a default in the payment of interest for this purpose; or

                  (b)      the Company or the Guarantor defaults in the payment
of all or any part of the principal of (or premium, if any, on) any Securities
of that series as and when the same shall become due and payable either at
maturity, upon redemption (including redemption for any sinking fund), by
declaration or otherwise; provided, however, that a valid extension of the
maturity of such Securities in accordance with the terms of any indenture
supplemental hereto shall not constitute a default in the payment of principal
or premium, if any; or

                  (c)      the Company or the Guarantor defaults in the
performance, or breaches, of any of its covenants or warranties in this
Indenture (other than a covenant or warranty a default in whose performance or
whose breach is elsewhere in this Section specifically dealt with and other than
those set forth exclusively in terms of any particular series of Securities
established as

                                       36
<PAGE>

contemplated in this Indenture), and continuance of such default or breach for a
period of 90 days after there has been given, by registered or certified mail,
to the Company and the Guarantor by the Trustee or to the Company, the Guarantor
and the Trustee by the holders of at least 25% in principal amount of the
outstanding Securities, without regard to series, a written notice specifying
such default or breach and requiring it to be remedied and stating that such
notice is a "Notice of Default" hereunder; or

                  (d)      a court having jurisdiction in the premises shall
enter a decree or order for relief in respect of the Company or the Guarantor in
an involuntary case under any applicable bankruptcy, insolvency or other similar
law now or hereafter in effect, or appointing a receiver, liquidator, assignee,
custodian, trustee, sequestrator (or similar official) of the Company or the
Guarantor or for any substantial part of its property, or ordering the
winding-up or liquidation of its affairs and such decree or order shall remain
unstayed and in effect for a period of 90 consecutive days; or

                  (e)      the Company or the Guarantor shall commence a
voluntary case under any applicable bankruptcy, insolvency or other similar law
now or hereafter in effect, shall consent to the entry of an order for relief in
an involuntary case under any such law, or shall consent to the appointment of
or taking possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator (or other similar official) of the Company or the Guarantor or of
any substantial part of its property, or shall make any general assignment for
the benefit of creditors, or shall fail generally to pay its debts as they
become due; or

                  (f)      in the event the Securities of that series are issued
to a Countrywide Trust or a trustee of such trust in connection with the
issuance of Trust Securities by such Countrywide Trust, such Countrywide Trust
shall have voluntarily or involuntarily dissolved, wound-up its business or
otherwise terminated its existence except in connection with (i) the
distribution of the Securities to holders of such Trust Securities in
liquidation of their interests in such Countrywide Trust, (ii) the redemption of
all of the outstanding Trust Securities of such Countrywide Trust or (iii)
certain mergers, consolidations or amalgamations, each as permitted by the
Declaration of such Countrywide Trust.

                  If an Event of Default occurs and is continuing with respect
to any series of Securities, then, and in each and every such case, unless the
principal of all of the Securities of that series shall have already become due
and payable, either the Trustee or the holders of not less than 25% in aggregate
principal amount of the Securities of that series then outstanding hereunder, by
notice in writing to the Company and the Guarantor (and to the Trustee if given
by Securityholders), may declare the entire principal (or, if the Securities of
that series are Original Issue Discount Securities, such portion of the
principal amount as may be specified in the terms of that series) of all
Securities of that series and the interest accrued thereon, if any, and any
other amounts payable under this Indenture to be due and payable immediately,
and upon any such declaration the same shall become immediately due and payable.

                  The foregoing provisions, however, are subject to the
condition that if, at any time after the principal (or, if the Securities are
Original Issue Discount Securities, such portion of the

                                       37
<PAGE>

principal as may be specified in the terms thereof) of the Securities of any
series (or of all the Securities, as the case may be) shall have been so
declared due and payable, and before any judgment or decree for the payment of
the moneys due shall have been obtained or entered as hereinafter provided, the
Company or the Guarantor shall pay or shall deposit with the Trustee a sum
sufficient to pay all matured installments of interest upon all the Securities
of such series (or of all the Securities, as the case may be) and the principal
of and premium, if any, on any and all Securities of such series (or of all the
Securities, as the case may be) which shall have become due otherwise than by
acceleration (with interest upon such principal and premium, if any, and, to the
extent that payment of such interest is enforceable under applicable law, on
overdue installments of interest, at the same rate as the rate of interest or
Yield to Maturity (in the case of Original Issue Discount Securities) specified
in the Securities of such series, (or at the respective rates of interest or
Yields to Maturity of all the Securities, as the case may be) to the date of
such payment or deposit) and such amount as shall be sufficient to cover
reasonable compensation to the Trustee and each predecessor Trustee, their
respective agents, attorneys and counsel, and all other expenses and liabilities
incurred, and all advances made, by the Trustee and each predecessor Trustee
except as a result of negligence or bad faith, and if any and all Events of
Default under the Indenture, other than the non-payment of the principal of or
premium, if any, on Securities which shall have become due by acceleration,
shall have been cured, waived or otherwise remedied as provided herein -- then
and in every such case the holders of a majority in aggregate principal amount
of the Securities of such series (or of all the Securities, as the case may be)
then outstanding, by written notice to the Company and to the Trustee, may waive
all defaults with respect to that series (or with respect to all Securities, as
the case may be, in such case, treated as a single class) and rescind and annul
such declaration and its consequences, but no such waiver or rescission and
annulment shall extend to or shall affect any subsequent default or shall impair
any right consequent thereon.

                  In case the Trustee shall have proceeded to enforce any right
under this Indenture and such proceedings shall have been discontinued or
abandoned because of such rescission or annulment or for any other reason or
shall have been determined adversely to the Trustee, then and in every such case
the Company, the Guarantor, the Trustee and the holders of the Securities shall
be restored respectively to their several positions and rights hereunder, and
all rights, remedies and powers of the Company, the Guarantor, the Trustee and
the holders of the Securities shall continue as though no such proceeding had
been taken.

         Section 5.02. Payment of Securities on Default; Suit Therefor.

                  The Company and the Guarantor covenant that (a) in case
default shall be made in the payment of any installment of interest upon any of
the Securities of any series as and when the same shall become due and payable,
and such default shall have continued for a period of 30 days, or (b) in case
default shall be made in the payment of the principal of or premium, if any, on
any of the Securities of any series as and when the same shall have become due
and payable, whether at maturity of the Securities of that series or upon
redemption or by declaration or otherwise -- then, upon demand of the Trustee,
the Company or the Guarantor will pay to the Trustee, for the benefit of the
holders of the Securities of that series the whole amount that then shall have
become due and payable on all such Securities of that series for principal and

                                       38
<PAGE>

premium, if any, or interest, or both, as the case may be, with interest upon
the overdue principal and premium, if any, and (to the extent that payment of
such interest is enforceable under applicable law and, if the Securities are
held by a Countrywide Trust or a trustee of such trust, without duplication of
any other amounts paid by the Guarantor or such Countrywide Trust or trustee in
respect thereof) upon the overdue installments of interest at the rate or Yield
to Maturity (in the case of Original Issue Discount Securities) borne by the
Securities of that series; and, in addition thereto, such further amount as
shall be sufficient to cover the costs and expenses of collection, including a
reasonable compensation to the Trustee, its agents, attorneys and counsel, and
any expenses or liabilities incurred by the Trustee hereunder other than through
its negligence or bad faith.

                  In case the Company or the Guarantor shall fail forthwith to
pay such amounts upon such demand, the Trustee, in its own name and as trustee
of an express trust, shall be entitled and empowered to institute any actions or
proceedings at law or in equity for the collection of the sums so due and
unpaid, and may prosecute any such action or proceeding to judgment or final
decree, and may enforce any such judgment or final decree against the Company or
the Guarantor or any other obligor on such Securities and collect in the manner
provided by law out of the property of the Company or the Guarantor or any other
obligor on such Securities wherever situated the moneys adjudged or decreed to
be payable.

                  In case there shall be pending proceedings for the bankruptcy
or for the reorganization of the Company or the Guarantor or any other obligor
on the Securities of any series under Title 11, United States Code, or any other
applicable law, or in case a receiver or trustee shall have been appointed for
the property of the Company or the Guarantor or such other obligor, or in the
case of any other similar judicial proceedings relative to the Company or the
Guarantor or other obligor upon the Securities of any series, or to the
creditors or property of the Company or the Guarantor or such other obligor, the
Trustee, irrespective of whether the principal of the Securities of any series
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand
pursuant to the provisions of this Section 5.02, shall be entitled and
empowered, by intervention in such proceedings or otherwise, to file and prove a
claim or claims for the whole amount of principal and interest (or, if the
Securities of that series are Original Issue Discount Securities such portion of
the principal amount as may be specified in the terms of that series) owing and
unpaid in respect of the Securities of such series and, in case of any judicial
proceedings, to file such proofs of claim and other papers or documents as may
be necessary or advisable in order to have the claims of the Trustee (including
any claim for reasonable compensation to the Trustee and each predecessor
Trustee, and their respective agents, attorneys and counsel, and for
reimbursement of all expenses and liabilities incurred, and all advances made,
by the Trustee and each predecessor Trustee, except as a result of negligence or
bad faith) and of the Securityholders allowed in such judicial proceedings
relative to the Company or the Guarantor or any other obligor on the Securities
of any series, or to the creditors or property of the Company or the Guarantor
or such other obligor, unless prohibited by applicable law and regulations, to
vote on behalf of the holders of the Securities or any series in any election of
a trustee or a standby trustee in arrangement, reorganization, liquidation or
other bankruptcy or insolvency proceedings or person performing similar
functions in comparable proceedings, and to collect

                                       39
<PAGE>

and receive any moneys or other property payable or deliverable on any such
claims, and to distribute the same after the deduction of its charges and
expenses; and any receiver, assignee or trustee in bankruptcy or reorganization
is hereby authorized by each of the Securityholders to make such payments to the
Trustee, and, in the event that the Trustee shall consent to the making of such
payments directly to the Securityholders, to pay to the Trustee such amounts as
shall be sufficient to cover reasonable compensation to the Trustee, each
predecessor Trustee and their respective agents, attorneys and counsel, and all
other expenses and liabilities incurred, and all advances made, by the Trustee
and each predecessor Trustee except as a result of negligence or bad faith.

                  Nothing herein contained shall be construed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any
Securityholder any plan of reorganization, arrangement, adjustment or
composition affecting the Securities of any series or the rights of any holder
thereof or to authorize the Trustee to vote in respect of the claim of any
Securityholder in any such proceeding.

                  All rights of action and of asserting claims under this
Indenture, or under any of the Securities, may be enforced by the Trustee
without the possession of any of the Securities, or the production thereof on
any trial or other proceeding relative thereto, and any such suit or proceeding
instituted by the Trustee shall be brought in its own name as trustee of an
express trust, and any recovery of judgment shall be for the ratable benefit of
the holders of the Securities.

                  In any proceedings brought by the Trustee (and also any
proceedings involving the interpretation of any provision of this Indenture to
which the Trustee shall be a party) the Trustee shall be held to represent all
the holders of the Securities, and it shall not be necessary to make any holders
of the Securities parties to any such proceedings.

         Section 5.03. Application of Moneys Collected by Trustee.

                  Any moneys collected by the Trustee shall be applied in the
following order, at the date or dates fixed by the Trustee for the distribution
of such moneys, upon presentation of the several Securities in respect of which
moneys have been collected, and stamping thereon the payment, if only partially
paid, and upon surrender thereof if fully paid:

                  First: To the payment of costs and expenses of collection
applicable to such series and reasonable compensation to the Trustee, its
agents, attorneys and counsel, and of all other expenses and liabilities
incurred, and all advances made, by the Trustee except as a result of its
negligence or bad faith;

                  Second: To the payment of all Senior Indebtedness of the
Company if and to the extent required by Article Fifteen;

                  Third: In case the principal of the outstanding Securities in
respect of which moneys have been collected shall not have become due and be
unpaid, to the payment of the amounts then due and unpaid upon Securities of
such series for principal (and premium, if any),

                                       40
<PAGE>

and interest on the Securities of such series, in respect of which or for the
benefit of which money has been collected, ratably, without preference or
priority of any kind, according to the amounts due on such Securities for
principal (and premium, if any) and interest, respectively; and

                  Fourth: The balance, if any, to the Company.

         Section 5.04. Proceedings by Securityholders.

                  No holder of any Security of any series shall have any right
by virtue of or by availing of any provision of this Indenture to institute any
suit, action or proceeding in equity or at law upon or under or with respect to
this Indenture or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless such holder previously shall have given to the Trustee
written notice of an Event of Default and of the continuance thereof with
respect to the Securities of such series specifying such Event of Default, as
hereinbefore provided, and unless also the holders of not less than 25% in
aggregate principal amount of the Securities of that series then outstanding
shall have made written request upon the Trustee to institute such action, suit
or proceeding in its own name as Trustee hereunder and shall have offered to the
Trustee such reasonable indemnity as it may require against the costs, expenses
and liabilities to be incurred therein or thereby, and the Trustee for 60 days
after its receipt of such notice, request and offer of indemnity shall have
failed to institute any such action, suit or proceeding, it being understood and
intended, and being expressly covenanted by the taker and holder of every
Security with every other taker and holder and the Trustee, that no one or more
holders of Securities of any series shall have any right in any manner whatever
by virtue of or by availing of any provision of this Indenture to affect,
disturb or prejudice the rights of any other holder of Securities, or to obtain
or seek to obtain priority over or preference to any other such holder, or to
enforce any right under this Indenture, except in the manner herein provided and
for the equal, ratable and common benefit of all holders of Securities of the
applicable series.

                  Notwithstanding any other provisions in this Indenture,
however, the right of any holder of any Security to receive payment of the
principal of (premium, if any) and interest, if any, on such Security, on or
after the same shall have become due and payable, or to institute suit for the
enforcement of any such payment, shall not be impaired or affected without the
consent of such holder and by accepting a Security hereunder it is expressly
understood, intended and covenanted by the taker and holder of every Security of
such series with every other such taker and holder and the Trustee, that no one
or more holders of Securities of such series shall have any right in any manner
whatsoever by virtue or by availing of any provision of this Indenture to
affect, disturb or prejudice the rights of the holders of any other such
Securities, or to obtain or seek to obtain priority over or preference to any
other such holder, or to enforce any right under this Indenture, except in the
manner herein provided and for the equal, ratable and common benefit of all
holders of Securities of series. For the protection and enforcement of the
provisions of this Section, each and every Securityholder and the Trustee shall
be entitled to such relief as can be given either at law or in equity.

         Section 5.05. Proceedings by Trustee.

                                       41
<PAGE>

                  In case of an Event of Default hereunder the Trustee may in
its discretion proceed to protect and enforce the rights vested in it by this
Indenture by such appropriate judicial proceedings as the Trustee shall deem
most effectual to protect and enforce any of such rights, either by suit in
equity or by action at law or by proceeding in bankruptcy or otherwise, whether
for the specific enforcement of any covenant or agreement contained in this
Indenture or in aid of the exercise of any power granted in this Indenture, or
to enforce any other legal or equitable right vested in the Trustee by this
Indenture or by law.

         Section 5.06. Remedies Cumulative and Continuing.

                  Except as otherwise provided in Section 2.08, all powers and
remedies given by this Article Five to the Trustee or to the Securityholders
shall, to the extent permitted by law, be deemed cumulative and not exclusive of
any other powers and remedies available to the Trustee or the holders of the
Securities, by judicial proceedings or otherwise, to enforce the performance or
observance of the covenants and agreements contained in this Indenture or
otherwise established with respect to such series, and no delay or omission of
the Trustee or of any holder of any of the Securities to exercise any right or
power accruing upon any Event of Default occurring and continuing as aforesaid
shall impair any such right or power, or shall be construed to be a waiver of
any such default or an acquiescence therein; and, subject to the provisions of
Section 5.04, every power and remedy given by this Article Five or by law to the
Trustee or to the Securityholders may be exercised from time to time, and as
often as shall be deemed expedient, by the Trustee or by the Securityholders.

         Section 5.07. Direction of Proceedings and Waiver of Defaults by
Majority of Securityholders.

                  The holders of a majority in aggregate principal amount of the
Securities of any or all series affected (voting as one class) at the time
outstanding shall have the right to direct the time, method, and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred on the Trustee; provided, however, that (subject to
the provisions of Section 6.01) the Trustee shall have the right to decline to
follow any such direction if the Trustee shall determine that the action so
directed would be unjustly prejudicial to the holders not taking part in such
direction or if the Trustee being advised by counsel determines that the action
or proceeding so directed may not lawfully be taken or if the Trustee in good
faith by its board of directors or trustees, executive committee, or a trust
committee of directors or trustees and/or Responsible Officers shall determine
that the action or proceedings so directed would involve the Trustee in personal
liability. Prior to any declaration accelerating the maturity of any series of
the Securities, or of all the Securities, as the case may be, the holders of a
majority in aggregate principal amount of the Securities of that series at the
time outstanding may on behalf of the holders of all of the Securities of such
series waive any past default or Event of Default, including any default or
Event of Default the conditions for the occurrence of which are established
pursuant to Section 2.03, and its consequences, except a default (a) in the
payment of principal of, premium, if any, or interest on any of the Securities,
(b) in respect of covenants or provisions hereof which cannot be modified or
amended without the consent of the holder of each Security affected, or (c) a
default of the covenants contained in Section 3.08;

                                       42
<PAGE>

provided, however, that if the Securities of such series are held by a
Countrywide Trust or a trustee of such trust, such waiver or modification to
such waiver shall not be effective until the holders of a majority in
liquidation preference of Trust Securities of the applicable Countrywide Trust
shall have consented to such waiver or modification to such waiver; provided,
further, that if the consent of the holder of each outstanding Security is
required, such waiver shall not be effective until each holder of the Trust
Securities of the applicable Countrywide Trust shall have consented to such
waiver. Upon any such waiver, the default covered thereby shall be deemed to be
cured for all purposes of this Indenture and the Company, the Guarantor, the
Trustee and the holders of the Securities of such series shall be restored to
their former positions and rights hereunder, respectively; but no such waiver
shall extend to any subsequent or other default or Event of Default or impair
any right consequent thereon. Whenever any default or Event of Default hereunder
shall have been waived as permitted by this Section 5.07, said default or Event
of Default shall for all purposes of the Securities of that series (or of all
Securities, as the case may be) and this Indenture be deemed to have been cured
and to be not continuing.

         Section 5.08. Notice of Defaults.

                  The Trustee shall, within 90 days after the occurrence of a
default with respect to the Securities of any series, mail to all
Securityholders of that series, as the names and addresses of such holders
appear upon the Security register, notice of all defaults with respect to that
series known to the Trustee, unless such defaults shall have been cured before
the giving of such notice (the term "defaults" for the purpose of this Section
5.08 being hereby defined to be the events specified in clauses (a), (b), (c),
(d), (e) and (f) of Section 5.01, not including periods of grace, if any,
provided for therein, and irrespective of the giving of written notice specified
in clause (c) of Section 5.01); and provided that, except in the case of default
in the payment of the principal of, premium, if any, or interest on any of the
Securities of such series, the Trustee shall be protected in withholding such
notice if and so long as the board of directors, the executive committee, or a
trust committee of directors and/or Responsible Officers of the Trustee in good
faith determines that the withholding of such notice is in the interests of the
Securityholders of such series; and provided further, that in the case of any
default of the character specified in Section 5.01(c) no such notice to
Securityholders of such series shall be given until at least 60 days after the
occurrence thereof but shall be given within 90 days after such occurrence.

         Section 5.09. Undertaking to Pay Costs.

                  All parties to this Indenture agree, and each holder of any
Security by his acceptance thereof shall be deemed to have agreed, that any
court may in its discretion require, in any suit for the enforcement of any
right or remedy under this Indenture, or in any suit against the Trustee for any
action taken or omitted by it as Trustee, the filing by any party litigant in
such suit of an undertaking to pay the costs of such suit, and that such court
may in its discretion assess reasonable costs, including reasonable attorneys'
fees and expenses, against any party litigant in such suit, having due regard to
the merits and good faith of the claims or defenses made by such party litigant;
but the provisions of this Section 5.09 shall not apply to any suit instituted
by the Trustee, to any suit instituted by any Securityholder, or group of
Securityholders of any series, holding in the aggregate more than 10% in
principal amount of the Securities of

                                       43
<PAGE>

that series outstanding, or to any suit instituted by any Securityholder for the
enforcement of the payment of the principal of (or premium, if any) or interest
on any Security against the Company on or after the same shall have become due
and payable.

                                   ARTICLE VI.

                             CONCERNING THE TRUSTEE

         Section 6.01. Duties and Responsibilities of Trustee.

                  With respect to the holders of any series of Securities issued
hereunder, the Trustee, prior to the occurrence of an Event of Default with
respect to Securities of that series and after the curing or waiving of all
Events of Default which may have occurred, with respect to Securities of that
series, undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture. In case an Event of Default with
respect to the Securities of a series has occurred (which has not been cured or
waived) the Trustee shall exercise such of the rights and powers vested in it by
this Indenture, and use the same degree of care and skill in their exercise, as
a prudent man would exercise or use under the circumstances in the conduct of
his own affairs.

                  No provision of this Indenture shall be construed to relieve
the Trustee from liability for its own negligent action, its own negligent
failure to act or its own willful misconduct, except that

                  (a)      prior to the occurrence of an Event of Default with
respect to Securities of a series and after the curing or waiving of all Events
of Default with respect to that series which may have occurred

                                                     (1)   the duties and
                                    obligations of the Trustee with respect to
                                    Securities of a series shall be determined
                                    solely by the express provisions of this
                                    Indenture, and the Trustee shall not be
                                    liable except for the performance of such
                                    duties and obligations with respect to such
                                    series as are specifically set forth in this
                                    Indenture, and no implied covenants or
                                    obligations shall be read into this
                                    Indenture against the Trustee; and

                                                     (2)   in the absence of bad
                                    faith on the part of the Trustee, the
                                    Trustee may conclusively rely, as to the
                                    truth of the statements and the correctness
                                    of the opinions expressed therein, upon any
                                    certificates or opinions furnished to the
                                    Trustee and conforming to the requirements
                                    of this Indenture; but, in the case of any
                                    such certificates or opinions which by any
                                    provision hereof are specifically required
                                    to be furnished to the Trustee, the Trustee
                                    shall be under a duty to examine the same to
                                    determine whether or not they conform to the
                                    requirements of this Indenture;

                                       44
<PAGE>

                  (b)      the Trustee shall not be liable for any error of
judgment made in good faith by a Responsible Officer or Officers of the Trustee,
unless it shall be proved that the Trustee was negligent in ascertaining the
pertinent facts; and

                  (c)      the Trustee shall not be liable with respect to any
action taken or omitted to be taken by it in good faith, in accordance with the
direction of the Securityholders pursuant to Section 5.07, relating to the time,
method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred upon the Trustee, under this
Indenture.

                     None of the provisions contained in this Indenture shall
require the Trustee to expend or risk its own funds or otherwise incur personal
financial liability in the performance of any of its duties or in the exercise
of any of its rights or powers, if there is reasonable ground for believing that
the repayment of such funds or liability is not reasonably assured to it under
the terms of this Indenture or adequate indemnity against such risk is not
reasonably assured to it.

         Section 6.02. Reliance on Documents, Opinions, etc.

                     Except as otherwise provided in Section 6.01:

                  (a)      the Trustee may rely and shall be protected in acting
or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, bond, note,
debenture or other paper or document believed by it to be genuine and to have
been signed or presented by the proper party or parties;

                  (b)      any request, direction, order or demand of the
Company or the Guarantor mentioned herein shall be sufficiently evidenced by an
Officers' Certificate (unless other evidence in respect thereof be herein
specifically prescribed); and any Board Resolution may be evidenced to the
Trustee by a copy thereof certified by the Secretary or an Assistant Secretary
of the Company or the Guarantor, as the case may be;

                  (c)      the Trustee may consult with counsel of its selection
and any advice or Opinion of Counsel shall be full and complete authorization
and protection in respect of any action taken or suffered omitted by it
hereunder in good faith and in accordance with such advice or Opinion of
Counsel;

                  (d)      the Trustee shall be under no obligation to exercise
any of the rights or powers vested in it by this Indenture at the request, order
or direction of any of the Securityholders, pursuant to the provisions of this
Indenture, unless such Securityholders shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses and liabilities
which may be incurred therein or thereby;

                  (e)      the Trustee shall not be liable for any action taken
or omitted by it in good faith and believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Indenture; nothing
contained herein shall, however, relieve the Trustee of the obligation, upon the
occurrence of an Event of Default with respect to a series of the Securities

                                       45

<PAGE>

(that has not been cured or waived) to exercise with respect to Securities of
that series such of the rights and powers vested in it by this Indenture, and to
use the same degree of care and skill in their exercise, as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs;

                  (f)      the Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, order,
approval, bond, debenture, coupon or other paper or document, unless requested
in writing to do so by the holders of not less than a majority in principal
amount of the outstanding Securities of the series affected thereby; provided,
however, that if the payment within a reasonable time to the Trustee of the
costs, expenses or liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee, not reasonably assured to the
Trustee by the security afforded to it by the terms of this Indenture, the
Trustee may require reasonable indemnity against such expense or liability as a
condition to so proceeding; and

                  (g)      the Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents (including any Authenticating Agent) or attorneys, and the Trustee shall
not be responsible for any misconduct or negligence on the part of any such
agent or attorney appointed by it with due care.

         Section 6.03. No Responsibility for Recitals, etc.

                    The recitals contained herein and in the Securities (except
in the certificate of authentication of the Trustee or the Authenticating Agent)
shall be taken as the statements of the Company and the Guarantor, and the
Trustee and the Authenticating Agent assume no responsibility for the
correctness of the same. The Trustee and the Authenticating Agent make no
representations as to the validity or sufficiency of this Indenture or of the
Securities. The Trustee and the Authenticating Agent shall not be accountable
for the use or application by the Company or the Guarantor of any Securities or
the proceeds of any Securities authenticated and delivered by the Trustee or the
Authenticating Agent in conformity with the provisions of this Indenture.

         Section 6.04. Trustee, Authenticating Agent, Paying Agents, Transfer
Agents or Registrar May Own Securities.

                     The Trustee or any Authenticating Agent or any paying agent
or any transfer agent or any Security registrar, in its individual or any other
capacity, may become the owner or pledgee of Securities with the same rights it
would have if it were not Trustee, Authenticating Agent, paying agent, transfer
agent or Security registrar.

         Section 6.05. Moneys to be Held in Trust.

                     Subject to the provisions of Section 11.04, all moneys
received by the Trustee or any paying agent shall, until used or applied as
herein provided, be held in trust for the purpose for which they were received,
but need not be segregated from other funds except to the extent

                                       46

<PAGE>

required by law. The Trustee and any paying agent shall be under no liability
for interest on any money received by it hereunder except as otherwise agreed in
writing with the Company and the Guarantor. So long as no Event of Default shall
have occurred and be continuing, all interest allowed on any such moneys shall
be paid from time to time upon the written order of the Company, signed by the
Chairman of the Board of Directors, the President, a Managing Director, a Vice
President, the Treasurer or an Assistant Treasurer of the Company.

         Section 6.06. Compensation and Expenses of Trustee.

                  The Company and the Guarantor covenant and agree to pay to the
Trustee from time to time, and the Trustee shall be entitled to, such
compensation as shall be agreed to in writing among the Company, the Guarantor
and the Trustee (which shall not be limited by any provision of law in regard to
the compensation of a trustee of an express trust), and the Company and the
Guarantor will pay or reimburse the Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Trustee in
accordance with any of the provisions of this Indenture (including the
reasonable compensation and the expenses and disbursements of its counsel and of
all persons not regularly in its employ) except any such expense, disbursement
or advance as may arise from its negligence or bad faith. The Company and the
Guarantor also covenant to indemnify each of the Trustee or any predecessor
Trustee (and its officers, agents, directors and employees) for, and to hold it
harmless against, any and all loss, damage, claim, liability or expense
including taxes (other than taxes based on the income of the Trustee) incurred
without negligence or bad faith on the part of the Trustee and arising out of or
in connection with the acceptance or administration of this trust, including the
costs and expenses of defending itself against any claim of liability in the
premises. The obligations of the Company and the Guarantor under this Section
6.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee
for expenses, disbursements and advances shall constitute additional
indebtedness hereunder. Such additional indebtedness shall be secured by a lien
prior to that of the Securities upon all property and funds held or collected by
the Trustee as such, except funds held in trust for the benefit of the holders
of particular Securities.

                  When the Trustee incurs expenses or renders services in
connection with an Event of Default specified in Section 5.01(d), Section
5.01(e) or Section 5.01(f), the expenses (including the reasonable charges and
expenses of its counsel) and the compensation for the services are intended to
constitute expenses of administration under any applicable federal or state
bankruptcy, insolvency or other similar law.

                  The provisions of this Section shall survive the termination
of this Indenture.

         Section 6.07. Officers' Certificate as Evidence.

                  Except as otherwise provided in Sections 6.01 and 6.02,
whenever in the administration of the provisions of this Indenture the Trustee
shall deem it necessary or desirable that a matter be proved or established
prior to taking or omitting any action hereunder, such matter (unless other
evidence in respect thereof be herein specifically prescribed) may, in the
absence of negligence or bad faith on the part of the Trustee, be deemed to be
conclusively

                                       47

<PAGE>

proved and established by an Officers' Certificate delivered to the Trustee, and
such certificate, in the absence of negligence or bad faith on the part of the
Trustee, shall be full warrant to the Trustee for any action taken or omitted by
it under the provisions of this Indenture upon the faith thereof.

         Section 6.08. Conflicting Interest of Trustee.

                     If the Trustee has or shall acquire any "conflicting
interest" within the meaning of Section 310(b) of the Trust Indenture Act, the
Trustee and the Company shall in all respects comply with the provisions of
Section 310(b) of the Trust Indenture Act.

         Section 6.09. Eligibility of Trustee.

                     The Trustee hereunder shall at all times be a corporation
organized and doing business under the laws of the United States of America or
any state or territory thereof or of the District of Columbia or a corporation
or other Person permitted to act as trustee by the Securities and Exchange
Commission authorized under such laws to exercise corporate trust powers, having
a combined capital and surplus of at least 50 million U.S. dollars ($50,000,000)
and subject to supervision or examination by federal, state, territorial, or
District of Columbia authority. If such corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
Section 6.09 the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent
records of condition so published.

                     The Company and the Guarantor may not, nor may any person
directly or indirectly controlling, controlled by, or under common control with
the Company or the Guarantor, serve as Trustee.

                     In case at any time the Trustee shall cease to be eligible
in accordance with the provisions of this Section 6.09, the Trustee shall resign
immediately in the manner and with the effect specified in Section 6.10.

         Section 6.10. Resignation or Removal of Trustee.

                  (a)      The Trustee, or any trustee or trustees hereafter
appointed, may at any time resign with respect to one or more or all series of
Securities by giving written notice of such resignation to the Company and the
Guarantor and by mailing notice thereof to the holders of the applicable series
of Securities at their addresses as they shall appear on the Security Register.
Upon receiving such notice of resignation, the Company and the Guarantor shall
promptly appoint a successor trustee or trustees with respect to the applicable
series by written instrument, in duplicate, executed by order of its Board of
Directors, one copy of which instrument shall be delivered to the resigning
Trustee and one copy to the successor Trustee. If no successor Trustee shall
have been so appointed with respect to any series of Securities and have
accepted appointment within 30 days after the mailing of such notice of
resignation to the affected Securityholders, the resigning Trustee may petition
any court of competent jurisdiction for the appointment of a successor Trustee,
or any Securityholder who has been a bona fide holder of a

                                       48

<PAGE>

Security or Securities of the applicable series for at least six months may,
subject to the provisions of Section 5.09, on behalf of himself and all others
similarly situated, petition any such court for the appointment of a successor
Trustee. Such court may thereupon, after such notice, if any, as it may deem
proper and prescribe, appoint a successor Trustee.

                  (b)      In case at any time any of the following shall occur
--

                                                      (1)      the Trustee
                                    shall fail to comply with the provisions of
                                    Section 6.08 after written request therefor
                                    by the Company or the Guarantor or by any
                                    Securityholder who has been a bona fide
                                    holder of a Security or Securities for at
                                    least six months, or

                                                      (2)      the Trustee
                                    shall cease to be eligible in accordance
                                    with the provisions of Section 6.09 and
                                    shall fail to resign after written request
                                    therefor by the Company or the Guarantor or
                                    by any such Securityholder, or

                                                      (3)      the Trustee
                                    shall become incapable of acting, or shall
                                    be adjudged a bankrupt or insolvent, or a
                                    receiver of the Trustee or of its property
                                    shall be appointed, or any public officer
                                    shall take charge or control of the Trustee
                                    or of its property or affairs for the
                                    purpose of rehabilitation, conservation or
                                    liquidation, then, in any such case, the
                                    Company or the Guarantor may remove the
                                    Trustee and appoint a successor Trustee by
                                    written instrument, in duplicate, executed
                                    by order of the Board of Directors, one copy
                                    of which instrument shall be delivered to
                                    the Trustee so removed and one copy to the
                                    successor Trustee, or, subject to the
                                    provisions of Section 5.09, any
                                    Securityholder who has been a bona fide
                                    holder of a Security or Securities of the
                                    applicable series for at least six months
                                    may, on behalf of himself and all others
                                    similarly situated, petition any court of
                                    competent jurisdiction for the removal of
                                    the Trustee and the appointment of a
                                    successor Trustee. Such court may thereupon,
                                    after such notice, if any, as it may deem
                                    proper and prescribe, remove the Trustee and
                                    appoint a successor Trustee.

                  (c)      Upon prior written notice to the Company, the
Guarantor and the Trustee, the holders of a majority in aggregate principal
amount of the Securities of any series at the time outstanding may at any time
remove the Trustee with respect to such series and nominate a successor Trustee
with respect to the applicable series of Securities or all series, as the case
may be, which shall be deemed appointed as successor Trustee with respect to the
applicable series unless within ten Business Days after such nomination the
Company or the Guarantor objects thereto, in which case the Trustee so removed
or any Securityholder of the applicable series, upon the terms and conditions
and otherwise as in subsection (a) of this Section 6.10 provided,

                                       49

<PAGE>

may petition any court of competent jurisdiction for an appointment of a
successor Trustee with respect to such series.

               (d)      Any resignation or removal of the Trustee and
appointment of a successor Trustee pursuant to any of the provisions of this
Section 6.10 shall become effective upon acceptance of appointment by the
successor Trustee as provided in Section 6.11.

         Section 6.11. Acceptance by Successor Trustee.

                  Any successor Trustee appointed as provided in Section 6.10
shall execute, acknowledge and deliver to the Company and the Guarantor and to
its predecessor Trustee an instrument accepting such appointment hereunder, and
thereupon the resignation or removal of the retiring Trustee with respect to all
or any applicable series shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, duties and obligations with respect to such series of its
predecessor hereunder, with like effect as if originally named as Trustee
herein; but, nevertheless, on the written request of the Company or the
Guarantor or of the successor Trustee, the Trustee ceasing to act shall, upon
payment of any amounts then due it pursuant to the provisions of Section 6.06,
execute and deliver an instrument transferring to such successor Trustee all the
rights and powers of the Trustee so ceasing to act and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee thereunder. Upon request of any such successor Trustee,
the Company and the Guarantor shall execute any and all instruments in writing
for more fully and certainly vesting in and confirming to such successor Trustee
all such rights and powers. Any Trustee ceasing to act shall, nevertheless,
retain a lien upon all property or funds held or collected by such Trustee to
secure any amounts then due it pursuant to the provisions of Section 6.06.

                  If a successor Trustee is appointed with respect to the
Securities of one or more (but not all) series, the Company, the Guarantor, the
retiring Trustee and each successor Trustee with respect to the Securities of
any applicable series shall execute and deliver an indenture supplemental hereto
which shall contain such provisions as shall be deemed necessary or desirable to
confirm that all the rights, powers, trusts and duties of the retiring Trustee
with respect to the Securities of any series as to which the predecessor Trustee
is not retiring shall continue to be vested in the predecessor Trustee, and
shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the Trust hereunder
by more than one Trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such Trustees co-trustees of the same
trust and that each such Trustee shall be Trustee of a trust or trusts hereunder
separate and apart from any trust or trusts hereunder administered by any other
such Trustee.

                  No successor Trustee shall accept appointment as provided in
this Section 6.11 unless at the time of such acceptance such successor Trustee
shall be qualified under the provisions of Section 6.08 and eligible under the
provisions of Section 6.09.


                                       50

<PAGE>

                  Upon acceptance of appointment by a successor Trustee as
provided in this Section 6.11, the Company and the Guarantor shall mail notice
of the succession of such Trustee hereunder to the holders of Securities of any
applicable series at their addresses as they shall appear on the Security
register. If the Company and the Guarantor fail to mail such notice within ten
Business Days after the acceptance of appointment by the successor Trustee, the
successor Trustee shall cause such notice to be mailed at the expense of the
Company and the Guarantor.

         Section 6.12. Succession by Merger, etc.

                  Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to all or substantially all of the
corporate trust business of the Trustee, shall be the successor of the Trustee
hereunder without the execution or filing of any paper or any further act on the
part of any of the parties hereto.

                  In case at the time such successor to the Trustee shall
succeed to the trusts created by this Indenture any of the Securities of any
series shall have been authenticated but not delivered, any such successor to
the Trustee may adopt the certificate of authentication of any predecessor
Trustee, and deliver such Securities so authenticated; and in case at that time
any of the Securities of any series shall not have been authenticated, any
successor to the Trustee may authenticate such Securities either in the name of
any predecessor hereunder or in the name of the successor Trustee; and in all
such cases such certificates shall have the full force which it is anywhere in
the Securities of such series or in this Indenture provided that the certificate
of the Trustee shall have; provided, however, that the right to adopt the
certificate of authentication of any predecessor Trustee or authenticate
Securities of any series in the name of any predecessor Trustee shall apply only
to its successor or successors by merger, conversion or consolidation.

         Section 6.13. Limitation on Rights of Trustee as a Creditor.

                  The Trustee shall comply with Section 311(a) of the Trust
Indenture Act, excluding any creditor relationship described in Section 311(b)
of the Trust Indenture Act. A Trustee who has resigned or been removed shall be
subject to Section 311(a) of the Trust Indenture Act to the extent included
therein.

         Section 6.14. Authenticating Agents.

                  There may be one or more Authenticating Agents appointed by
the Trustee upon the request of the Company and the Guarantor with power to act
on its behalf and subject to its direction in the authentication and delivery of
Securities of any series issued upon exchange or transfer thereof as fully to
all intents and purposes as though any such Authenticating Agent had been
expressly authorized to authenticate and deliver Securities of such series;
provided that the Trustee shall have no liability to the Company or the
Guarantor for any acts or omissions of the Authenticating Agent with respect to
the authentication and delivery of Securities of any series. Any such
Authenticating Agent shall at all times be a corporation organized and doing
business

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under the laws of the United States or of any state or territory thereof or of
the District of Columbia authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of at least $5,000,000 and being
subject to supervision or examination by federal, state, territorial or District
of Columbia authority. If such corporation publishes reports of condition at
least annually pursuant to law or the requirements of such authority, then for
the purposes of this Section 6.14 the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect herein specified in this Section.

                  Any corporation into which any Authenticating Agent may be
merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, consolidation or conversion to which any
Authenticating Agent shall be a party, or any corporation succeeding to the
corporate trust business of any Authenticating Agent, shall be the successor of
such Authenticating Agent hereunder, if such successor corporation is otherwise
eligible under this Section 6.14 without the execution or filing of any paper or
any further act on the part of the parties hereto or such Authenticating Agent.

                  Any Authenticating Agent may at any time resign with respect
to one or more or all series of Securities by giving written notice of
resignation to the Trustee and to the Company and the Guarantor. The Trustee may
at any time terminate the agency of any Authenticating Agent with respect to one
or more or all series of Securities by giving written notice of termination to
such Authenticating Agent and to the Company and the Guarantor. Upon receiving
such a notice of resignation or upon such a termination, or in case at any time
any Authenticating Agent shall cease to be eligible under this Section 6.14, the
Trustee may, and upon the request of the Company and the Guarantor shall,
promptly appoint a successor Authenticating Agent with respect to the applicable
series eligible under this Section 6.14, shall give written notice of such
appointment to the Company and the Guarantor and shall mail notice of such
appointment to all holders of the applicable series of Securities as the names
and addresses of such holders appear on the Security Register. Any successor
Authenticating Agent with respect to all or any series upon acceptance of its
appointment hereunder shall become vested with all rights, powers, duties and
responsibilities with respect to such series of its predecessor hereunder, with
like effect as if originally named as Authenticating Agent herein.

                  The Company and the Guarantor agree to pay to any
Authenticating Agent from time to time reasonable compensation for its services.
Any Authenticating Agent shall have no responsibility or liability for any
action taken by it as such in accordance with the directions of the Trustee.

                                  ARTICLE VII.

                         CONCERNING THE SECURITYHOLDERS

         Section 7.01. Action by Securityholders.

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                  Whenever in this Indenture it is provided that the holders of
a specified percentage in aggregate principal amount of the Securities of any or
all series may take any action (including the making of any demand or request,
the giving of any notice, consent or waiver or the taking of any other action)
the fact that at the time of taking any such action the holders of such
specified percentage have joined therein may be evidenced (a) by any instrument
or any number of instruments of similar tenor executed by such Securityholders
in person or by agent or proxy appointed in writing, or (b) by the record of
such holders of Securities voting in favor thereof at any meeting of such
Securityholders duly called and held in accordance with the provisions of
Article Eight, or (c) by a combination of such instrument or instruments and any
such record of such a meeting of such Securityholders or (d) by any other method
the Trustee deems satisfactory.

                  If the Company or the Guarantor shall solicit from the
Securityholders of any series any request, demand, authorization, direction,
notice, consent, waiver or other action, the Company or the Guarantor may, at
its option, as evidenced by an Officers' Certificate, fix in advance a record
date for such series for the determination of Securityholders entitled to give
such request, demand, authorization, direction, notice, consent, waiver or other
action, but the Company or the Guarantor shall have no obligation to do so. If
such a record date is fixed, such request, demand, authorization, direction,
notice, consent, waiver or other action may be given before or after the record
date, but only the Securityholders of record at the close of business on the
record date shall be deemed to be Securityholders for the purposes of
determining whether Securityholders of the requisite proportion of outstanding
Securities of that series have authorized or agreed or consented to such
request, demand, authorization, direction, notice, consent, waiver or other
action, and for that purpose the outstanding Securities of that series shall be
computed as of the record date; provided, however, that no such authorization,
agreement or consent by such Securityholders on the record date shall be deemed
effective unless it shall become effective pursuant to the provisions of this
Indenture not later than six months after the record date.

         Section 7.02. Proof of Execution by Securityholders.

                  Subject to the provisions of Section 6.01, 6.02 and 8.05,
proof of the execution of any instrument by a Securityholder or his agent or
proxy shall be sufficient if made in accordance with such reasonable rules and
regulations as may be prescribed by the Trustee or in such manner as shall be
satisfactory to the Trustee. The ownership of Securities shall be proved by the
Security Register or by a certificate of the Security registrar. The Trustee may
require such additional proof of any matter referred to in this Section as it
shall deem necessary.

                  The record of any Securityholders' meeting shall be proved in
the manner provided in Section 8.06.

         Section 7.03. Who Are Deemed Absolute Owners.

                  Prior to due presentment for registration of transfer of any
Security, the Company, the Guarantor, the Trustee, any Authenticating Agent, any
paying agent, any transfer agent and

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<PAGE>

any Security registrar may deem the person in whose name such Security shall be
registered upon the Security Register to be, and may treat him as, the absolute
owner of such Security (whether or not such Security shall be overdue) for the
purpose of receiving payment of or on account of the principal of, premium, if
any, and interest on such Security and for all other purposes; and neither the
Company nor the Guarantor nor the Trustee nor any Authenticating Agent nor any
paying agent nor any transfer agent nor any Security registrar shall be affected
by any notice to the contrary. All such payments so made to any holder for the
time being or upon his order shall be valid, and, to the extent of the sum or
sums so paid, effectual to satisfy and discharge the liability for moneys
payable upon any such Security.

         Section 7.04. Securities Owned by Company or the Guarantor Deemed Not
Outstanding.

                  In determining whether the holders of the requisite aggregate
principal amount of Securities have concurred in any direction, consent or
waiver under this Indenture, Securities which are owned by the Company or the
Guarantor or any other obligor on the Securities or by any Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Company or the Guarantor or any other obligor on the Securities
shall be disregarded and deemed not to be outstanding for the purpose of any
such determination; provided that for the purposes of determining whether the
Trustee shall be protected in relying on any such direction, consent or waiver,
only Securities which the Trustee actually knows are so owned shall be so
disregarded. Securities so owned which have been pledged in good faith may be
regarded as outstanding for the purposes of this Section 7.04 if the pledgee
shall establish to the satisfaction of the Trustee the pledgee's right to vote
such Securities and that the pledgee is not the Company or the Guarantor or any
such other obligor or Person directly or indirectly controlling or controlled by
or under direct or indirect common control with the Company or the Guarantor or
any such other obligor. In the case of a dispute as to such right, any decision
by the Trustee taken upon the advice of counsel shall be full protection to the
Trustee.

         Section 7.05. Revocation of Consents; Future Holders Bound.

                  At any time prior to (but not after) the evidencing to the
Trustee, as provided in Section 7.01, of the taking of any action by the holders
of the percentage in aggregate principal amount of the Securities specified in
this Indenture in connection with such action, any holder of a Security (or any
Security issued in whole or in part in exchange or substitution therefor) the
serial number of which is shown by the evidence to be included in the Securities
the holders of which have consented to such action may, by filing written notice
with the Trustee at its principal office and upon proof of holding as provided
in Section 7.02, revoke such action so far as concerns such Security (or so far
as concerns the principal amount represented by any exchanged or substituted
Security). Except as aforesaid any such action taken by the holder of any
Security shall be conclusive and binding upon such holder and upon all future
holders and owners of such Security, and of any Security issued in exchange or
substitution therefor, irrespective of whether or not any notation in regard
thereto is made upon such Security or any Security issued in exchange or
substitution therefor.

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                                 ARTICLE VIII.

                            SECURITYHOLDERS' MEETINGS

         Section 8.01. Purposes of Meetings.

                     A meeting of Securityholders of any or all series may be
called at any time and from time to time pursuant to the provisions of this
Article Eight for any of the following purposes:

                  (a)      to give any notice to the Company or to the Guarantor
or to the Trustee, or to give any directions to the Trustee, or to consent to
the waiving of any default hereunder and its consequences, or to take any other
action authorized to be taken by Securityholders pursuant to any of the
provisions of Article Five;

                  (b)      to remove the Trustee and nominate a successor
trustee pursuant to the provisions of Article Six;

                  (c)      to consent to the execution of an indenture or
indentures supplemental hereto pursuant to the provisions of Section 9.02; or

                  (d)      to take any other action authorized to be taken by or
on behalf of the holders of any specified aggregate principal amount of such
Securities under any other provision of this Indenture or under applicable law.

         Section 8.02. Call of Meetings by Trustee.

                     The Trustee may at any time call a meeting of
Securityholders of any or all series to take any action specified in Section
8.01, to be held at such time and at such place in the Borough of Manhattan, The
City of New York, as the Trustee shall determine. Notice of every meeting of the
Securityholders of any or all series, setting forth the time and the place of
such meeting and in general terms the action proposed to be taken at such
meeting, shall be mailed to holders of Securities of each series affected at
their addresses as they shall appear on the Securities Register for each series
affected. Such notice shall be mailed not less than 20 nor more than 180 days
prior to the date fixed for the meeting.

         Section 8.03. Call of Meetings by Company, Guarantor or
Securityholders.

                     In case at any time the Company or the Guarantor pursuant
to a resolution of the Board of Directors, or the holders of at least 10% in
aggregate principal amount of the Securities of any or all series, as the case
may be, then outstanding, shall have requested the Trustee to call a meeting of
Securityholders of any or all series, as the case may be, by written request
setting forth in reasonable detail the action proposed to be taken at the
meeting, and the Trustee shall not have mailed the notice of such meeting within
20 days after receipt of such request, then the Company, the Guarantor or such
Securityholders may determine the time and the place in said

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<PAGE>

Borough of Manhattan for such meeting and may call such meeting to take any
action authorized in Section 8.01, by mailing notice thereof as provided in
Section 8.02.

         Section 8.04. Qualifications for Voting.

                  To be entitled to vote at any meeting of Securityholders a
Person shall (a) be a holder of one or more Securities with respect to which the
meeting is being held or (b) a Person appointed by an instrument in writing as
proxy by a holder of one or more such Securities. The only Persons who shall be
entitled to be present or to speak at any meeting of Securityholders shall be
the Persons entitled to vote at such meeting and their counsel and any
representatives of the Trustee and its counsel and any representatives of the
Company and its counsel and any representatives of the Guarantor and its
counsel.

         Section 8.05. Regulations.

                  Notwithstanding any other provisions of this Indenture, the
Trustee may make such reasonable regulations as it may deem advisable for any
meeting of Securityholders, in regard to proof of the holding of Securities and
of the appointment of proxies, and in regard to the appointment and duties of
inspectors of votes, the submission and examination of proxies, certificates and
other evidence of the right to vote, and such other matters concerning the
conduct of the meeting as it shall think fit.

                  The Trustee shall, by an instrument in writing, appoint a
temporary chairman of the meeting, unless the meeting shall have been called by
the Company, by the Guarantor or by Securityholders as provided in Section 8.03,
in which case the Company, the Guarantor or the Securityholders calling the
meeting, as the case may be, shall in like manner appoint a temporary chairman.
A permanent chairman and a permanent secretary of the meeting shall be elected
by majority vote of the meeting.

                  Subject to the provisions of Section 7.04, at any meeting each
holder of Securities with respect to which such meeting is being held or proxy
therefor shall be entitled to one vote for each $1,000 principal amount (in the
case of Original Issue Discount Securities, such principal amount to be
determined as provided in the definition "outstanding") of Securities held or
represented by him; provided, however, that no vote shall be cast or counted at
any meeting in respect of any Security challenged as not outstanding and ruled
by the chairman of the meeting to be not outstanding. The chairman of the
meeting shall have no right to vote other than by virtue of Securities held by
him or instruments in writing as aforesaid duly designating him as the Person to
vote on behalf of other Securityholders. Any meeting of Securityholders duly
called pursuant to the provisions of Section 8.02 or 8.03 may be adjourned from
time to time by a majority of those present, whether or not constituting a
quorum, and the meeting may be held as so adjourned without further notice.

         Section 8.06. Voting.

                  The vote upon any resolution submitted to any meeting of
holders of Securities with respect to which such meeting is being held shall be
by written ballots on which shall be

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<PAGE>

subscribed the signatures of such holders or of their representatives by proxy
and the serial number or numbers of the Securities held or represented by them.
The permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in triplicate of all votes cast at the meeting. A record in duplicate of
the proceedings of each meeting of Securityholders shall be prepared by the
secretary of the meeting and there shall be attached to said record the original
reports of the inspectors of votes on any vote by ballot taken thereat and
affidavits by one or more Persons having knowledge of the facts setting forth a
copy of the notice of the meeting and showing that said notice was mailed as
provided in Section 8.02. The record shall show the serial numbers of the
Securities voting in favor of or against any resolution. The record shall be
signed and verified by the affidavits of the permanent chairman and secretary of
the meeting and one of the duplicates shall be delivered to the Company and the
other to the Trustee to be preserved by the Trustee, the latter to have attached
thereto the ballots voted at the meeting.

                     Any record so signed and verified shall be conclusive
evidence of the matters therein stated.

                                  ARTICLE IX.

                             SUPPLEMENTAL INDENTURES

         Section 9.01. Supplemental Indentures without Consent of
Securityholders.

                     The Company and the Guarantor, when authorized by
resolutions of their respective Boards of Directors, and the Trustee may from
time to time and at any time enter into an indenture or indentures supplemental
hereto (which shall conform to the provisions of the Trust Indenture Act as then
in effect), without the consent of the Securityholders, for one or more of the
following purposes:

                  (a)      to evidence the succession of another corporation to
the Company or the Guarantor, or successive successions, and the assumption by
the successor corporation of the covenants, agreements and obligations of the
Company or the Guarantor, as the case may be, pursuant to Article Ten hereof;

                  (b)      to add to the covenants of the Company or the
Guarantor such further covenants, restrictions or conditions for the protection
of the holders of all or any series of Securities (and if such covenants are to
be for the benefit of less than all series of Securities stating that such
covenants are expressly being included for the benefit of such series) as such
Boards of Directors and the Trustee shall consider to be for the protection of
the holders of such Securities, and to make the occurrence, or the occurrence
and continuance, of a default in any of such additional covenants, restrictions
or conditions a default or an Event of Default permitting the enforcement of all
or any of the several remedies provided in this Indenture as herein set forth;
provided, however, that in respect of any such additional covenant, restriction
or condition such supplemental indenture may provide for a particular period of
grace after default (which

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<PAGE>

period may be shorter or longer than that allowed in the case of other defaults)
or may provide for an immediate enforcement upon such default or may limit the
remedies available to the Trustee upon such default;

                  (c)      to provide for the issuance under this Indenture of
Securities in coupon form (including Securities registrable as to principal
only) and to provide for exchangeability of such Securities with the Securities
issued hereunder in fully registered form and to make all appropriate changes
for such purpose;

                  (d)      to cure any ambiguity or to correct or supplement any
provision contained herein or in any supplemental indenture which may be
defective or inconsistent with any other provision contained herein or in any
supplemental indenture, or to make such other provisions in regard to matters or
questions arising under this Indenture; provided that any such action shall not
adversely affect the interests of the holders of the Securities;

                  (e)      to add to, delete from, or revise the terms of
Securities of any series as permitted by Section 2.01 and 2.03, including,
without limitation, any terms relating to the issuance, exchange, registration
or transfer of Securities issued in whole or in part in the form of one or more
Global Securities and the payment of any principal thereof, or interest or
premium, if any, thereon;

                  (f)      to evidence and provide for the acceptance of
appointment hereunder by a successor Trustee with respect to the Securities of
one or more series and to add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, pursuant to the requirements
of Section 6.11;

                  (g)      to make any change that does not adversely affect the
rights of any Securityholder in any material respect; or

                  (h)      to provide for the issuance of and establish the form
and terms and conditions of the Debt Securities and the Guarantees of any
series, to establish the form of any certifications required to be furnished
pursuant to the terms of this Indenture or any series of Securities, or to add
to the rights of the holders of any series of Securities.

                     The Trustee is hereby authorized to join with the Company
and the Guarantor in the execution of any such supplemental indenture, to make
any further appropriate agreements and stipulations which may be therein
contained and to accept the conveyance, transfer and assignment of any property
thereunder, but the Trustee shall not be obligated to, but may in its
discretion, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

                     Any supplemental indenture authorized by the provisions of
this Section 9.01 may be executed by the Company, the Guarantor and the Trustee
without the consent of the holders of any of the Securities at the time
outstanding, notwithstanding any of the provisions of Section 9.02.

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         Section 9.02. Supplemental Indentures with Consent of Securityholders.

                  With the consent (evidenced as provided in Section 7.01) of
the holders of not less than a majority in aggregate principal amount of the
Securities at the time outstanding of all series affected by such supplemental
indenture (voting as a class), the Company and the Guarantor, when authorized by
Board Resolutions, and the Trustee may from time to time and at any time enter
into an indenture or indentures supplemental hereto (which shall conform to the
provisions of the Trust Indenture Act then in effect) for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions
of this Indenture or of any supplemental indenture or of modifying in any manner
the rights of the holders of the Securities of each series so affected;
provided, however, that no such supplemental indenture shall without the consent
of the holders of each Security then outstanding and affected thereby (i) extend
the fixed maturity of any Security of any series, or reduce the rate or extend
the time of payment of interest thereon, or reduce the principal amount thereof
or any premium thereon, or reduce any amount payable on redemption thereof or
make the principal thereof or any interest or premium thereon payable in any
coin or currency other than that provided in the Securities, or reduce the
amount of the principal of an Original Issue Discount Security that would be due
and payable upon an acceleration of the maturity thereof pursuant to Section
5.01 or the amount thereof provable in bankruptcy pursuant to Section 5.02, or
impair or affect the right of any Securityholder to institute suit for payment
thereof or the right of repayment, if any, at the option of the holder, without
the consent of the holder of each Security so affected, or (ii) reduce the
aforesaid percentage of Securities the holders of which are required to consent
to any such supplemental indenture, without the consent of the holders of each
Security then affected; provided, further, that if the Securities of such series
are held by a Countrywide Trust or a trustee of such trust, such supplemental
indenture shall not be effective until the holders of a majority in liquidation
preference of Trust Securities of the applicable Trust shall have consented to
such supplemental indenture; provided, further, that if the consent of the
Holder of each outstanding Security is required, such supplemental indenture
shall not be effective until each holder of the Trust Securities of the
applicable Countrywide Trust shall have consented to such supplemental
indenture.

                  A supplemental indenture which changes or eliminates any
covenant or other provision of this Indenture which has expressly been included
solely for the benefit of one or more particular series of Securities, or which
modifies the rights of Securityholders of such series with respect to such
covenant or provision, shall be deemed not to affect the rights under this
Indenture or the Securityholders of any other series.

                  Upon the request of the Company and the Guarantor accompanied
by a copy of resolutions of their respective Boards of Directors certified by
their respective Secretaries or Assistant Secretaries authorizing the execution
of any such supplemental indenture, and upon the filing with the Trustee of
evidence of the consent of Securityholders as aforesaid, the Trustee shall join
with the Company and the Guarantor in the execution of such supplemental
indenture unless such supplemental indenture affects the Trustee's own rights,
duties or immunities under this Indenture or otherwise, in which case the
Trustee may in its discretion, but shall not be obligated to, enter into such
supplemental indenture. The Trustee may receive an Opinion of

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<PAGE>

Counsel as conclusive evidence that any supplemental indenture executed pursuant
to this Article is authorized or permitted by, and conforms to, the terms of
this Article Nine and that it is proper for the Trustee under the provisions of
this Article Nine to join in the execution hereof.

                  Promptly after the execution by the Company, the Guarantor and
the Trustee of any supplemental indenture pursuant to the provisions of this
Section, the Trustee shall transmit by mail, first class postage prepaid, a
notice, prepared by the Company and the Guarantor, setting forth in general
terms the substance of such supplemental indenture, to the Securityholders of
all series affected thereby as their names and addresses appear upon the
Security Register. Any failure of the Trustee to mail such notice, or any defect
therein, shall not, however, in any way impair or affect the validity of any
such supplemental indenture.

                  It shall not be necessary for the consent of the
Securityholders under this Section 9.02 to approve the particular form of any
proposed supplemental indenture, but it shall be sufficient if such consent
shall approve the substance thereof.

         Section 9.03. Compliance with Trust Indenture Act; Effect of
Supplemental Indentures.

                  Any supplemental indenture executed pursuant to the provisions
of this Article Nine shall comply with the Trust Indenture Act, as then in
effect. Upon the execution of any supplemental indenture pursuant to the
provisions of this Article Nine, this Indenture shall be and be deemed to be
modified and amended in accordance therewith and the respective rights,
limitations of rights, obligations, duties and immunities under this Indenture
of the Trustee, the Company, the Guarantor and the holders of Securities of each
series affected thereby shall thereafter be determined, exercised and enforced
hereunder subject in all respects to such modifications and amendments and all
the terms and conditions of any such supplemental indenture shall be and be
deemed to be part of the terms and conditions of this Indenture for any and all
purposes.

         Section 9.04. Notation on Securities.

                  Securities of any series authenticated and delivered after the
execution of any supplemental indenture affecting such series pursuant to the
provisions of this Article Nine may bear a notation in form approved by the
Trustee as to any matter provided for in such supplemental indenture. If the
Company and the Guarantor or the Trustee shall so determine, new Securities of
any series so modified as to conform, in the opinion of the Trustee and the
respective Boards of Directors of the Company and the Guarantor, to any
modification of this Indenture contained in any such supplemental indenture may
be prepared and executed by the Company and the Guarantor, authenticated by the
Trustee or the Authenticating Agent and delivered in exchange for the Securities
of any series then outstanding.

         Section 9.05. Evidence of Compliance of Supplemental Indenture to be
Furnished Trustee.

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<PAGE>

                  The Trustee, subject to the provisions of Sections 6.01 and
6.02, may receive Officers' Certificates and an Opinion of Counsel as conclusive
evidence that any supplemental indenture executed pursuant hereto complies with
the requirements of this Article Nine.

                                   ARTICLE X.

                CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

         Section 10.01. Company or Guarantor May Consolidate, etc., on Certain
Terms.

                  Nothing contained in this Indenture or in any of the
Securities shall prevent any consolidation or merger of the Company or the
Guarantor with or into any other corporation or corporations (whether or not
affiliated with the Company or the Guarantor, as the case may be), or successive
consolidations or mergers in which the Company or the Guarantor, as the case may
be, or its successor or successors shall be a party or parties, or shall prevent
any sale, conveyance, transfer or other disposition of the property of the
Company or the Guarantor, as the case may be, or its successor or successors as
an entirety, or substantially as an entirety, to any other corporation (whether
or not affiliated with the Company and the Guarantor, as the case may be, or its
successor or successors) authorized to acquire and operate the same; provided,
however, the Company and the Guarantor hereby covenant and agree that, upon any
such consolidation, merger, sale, conveyance, transfer or other disposition, the
due and punctual payment, in the case of the Company, of the principal of
(premium, if any) and interest on all of the Debt Securities of all series in
accordance with the terms of each series, according to their tenor or, in the
case of the Guarantor, the performance of all obligations under the Guarantees,
and the due and punctual performance and observance of all the covenants and
conditions of this Indenture with respect to each series or established with
respect to such series to be kept or performed by the Company or the Guarantor,
as the case may be, shall be expressly assumed, by supplemental indenture (which
shall conform to the provisions of the Trust Indenture Act, as then in effect)
satisfactory in form to the Trustee executed and delivered to the Trustee by the
entity formed by such consolidation, or into which the Company or the Guarantor,
as the case may be, shall have been merged, or by the entity which shall have
acquired such property.

         Section 10.02. Successor Corporation to be Substituted.

                  In case of any such consolidation, merger, sale, conveyance,
transfer or other disposition and upon the assumption by the successor
corporation, by supplemental indenture, executed and delivered to the Trustee
and satisfactory in form to the Trustee, of, in the case of the Company, the due
and punctual payment of the principal of and premium, if any, and interest on
all of the Debt Securities or, in the case of the Guarantor, the performance of
all obligations under the Guarantees, and the due and punctual performance and
observance of all of the covenants and conditions of this Indenture to be
performed or observed by the Company or the Guarantor, as the case may be, such
successor corporation shall succeed to and be substituted for the Company or the
Guarantor, as the case may be, with the same effect as if it had been named
herein as the Company or the Guarantor, as the case may be, and thereupon the
predecessor corporation shall be relieved of any further liability or obligation
hereunder or upon the

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<PAGE>

Securities. Such successor corporation thereupon may cause to be signed, and may
issue either in its own name or in the name of Countrywide Home Loans, Inc. or
Countrywide Credit Industries, Inc., any or all of the Debt Securities or
Guaranties, respectively, issuable hereunder which theretofore shall not have
been signed by the Company or the Guarantor and delivered to the Trustee or the
Authenticating Agent; and, upon the order of such successor corporation instead
of the Company or the Guarantor, as the case may be, and subject to all the
terms, conditions and limitations in this Indenture prescribed, the Trustee or
the Authenticating Agent shall authenticate and deliver any Securities which
previously shall have been signed and delivered by the officers of the Company
or the Guarantor, as the case may be, to the Trustee or the Authenticating Agent
for authentication, and any Securities which such successor corporation
thereafter shall cause to be signed and delivered to the Trustee or the
Authenticating Agent for that purpose. All the Securities so issued shall in all
respects have the same legal rank and benefit under this Indenture as the
Securities theretofore or thereafter issued in accordance with the terms of this
Indenture as though all of such Securities had been issued at the date of the
execution hereof.

         Section 10.03.          SECTION 10.03. Opinion of Counsel to be Given
Trustee.

                  The Trustee, subject to the provisions of Sections 6.01 and
6.02, may receive an Opinion of Counsel as conclusive evidence that any
consolidation, merger, sale, conveyance, transfer or other disposition, and any
assumption, permitted or required by the terms of this Article Ten complies with
the provisions of this Article Ten.

                                  ARTICLE XI.

                     SATISFACTION AND DISCHARGE OF INDENTURE

         Section 11.01.          SECTION 11.01. Discharge of Indenture.

                  When (a) the Company and the Guarantor shall deliver to the
Trustee for cancellation all Securities theretofore authenticated (other than
any Securities which shall have been destroyed, lost or stolen and which shall
have been replaced or paid as provided in Section 2.08) and not theretofore
cancelled, or (b) all the Securities not theretofore cancelled or delivered to
the Trustee for cancellation shall have become due and payable, or are by their
terms to become due and payable within one year or are to be called for
redemption within one year under arrangements satisfactory to the Trustee for
the giving of notice of redemption, and the Company or the Guarantor shall
deposit with the Trustee, in trust, funds sufficient to pay at maturity or upon
redemption all of the Securities (other than any Securities which shall have
been destroyed, lost or stolen and which shall have been replaced or paid as
provided in Section 2.08) not theretofore cancelled or delivered to the Trustee
for cancellation, including principal and premium, if any, and interest due or
to become due to such date of maturity or redemption date, as the case may be,
but excluding, however, the amount of any moneys for the payment of principal
of, and premium, if any, or interest on the Securities (1) theretofore repaid to
the Company or the Guarantor in accordance with the provisions of Section 11.04,
or (2) paid to any

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state or to the District of Columbia pursuant to its unclaimed property or
similar laws, and if in either case the Company or the Guarantor shall also pay
or cause to be paid all other sums payable hereunder by the Company or the
Guarantor, then this Indenture shall cease to be of further effect except for
the provisions of Sections 2.05, 2.07, 2.08, 3.01, 3.02, 3.04, 6.06, 6.10 and
11.04 hereof shall survive until such Securities shall mature and be paid.
Thereafter, Sections 6.10 and 11.04 shall survive, and the Trustee, on demand of
the Company and the Guarantor accompanied by an Officers' Certificate and an
Opinion of Counsel and at the cost and expense of the Company and the Guarantor,
shall execute proper instruments acknowledging satisfaction of and discharging
this Indenture, the Company and the Guarantor, however, hereby agreeing to
reimburse the Trustee for any costs or expenses thereafter reasonably and
properly incurred by the Trustee in connection with this Indenture or the
Securities.

         Section 11.02. Deposited Moneys and U.S. Government Obligations to be
Held in Trust by Trustee.

                  Subject to the provisions of Section 11.04, all moneys and
U.S. Government Obligations deposited with the Trustee pursuant to Sections
11.01 or 11.05 shall be held in trust and applied by it to the payment, either
directly or through any paying agent (including the Company if acting as its own
paying agent), to the holders of the particular Securities for the payment of
which such moneys or U.S. Government Obligations have been deposited with the
Trustee, of all sums due and to become due thereon for principal, premium, if
any, and interest.

                  The Company and the Guarantor shall pay and indemnify the
Trustee against any tax, fee or other charge imposed on or assessed against the
U.S. Government Obligations deposited pursuant to Section 11.05 or the principal
and interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the holders of outstanding Securities.

         Section 11.03.          SECTION 11.03. Paying Agent to Repay Moneys
Held.

                  Upon the satisfaction and discharge of this Indenture all
moneys then held by any paying agent of the Securities (other than the Trustee)
shall, upon demand of the Company or the Guarantor, be repaid to it or paid to
the Trustee, and thereupon such paying agent shall be released from all further
liability with respect to such moneys.

         Section 11.04.          SECTION 11.04. Return of Unclaimed Moneys.

                  Any moneys deposited with or paid to the Trustee or any paying
agent for payment of the principal of, and premium, if any, or interest on
Securities and not applied but remaining unclaimed by the holders of Securities
for three years after the date upon which the principal of, and premium, if any,
or interest on such Securities, as the case may be, shall have become due and
payable, shall be repaid to the Company or the Guarantor by the Trustee or such
paying agent on written demand; and the holder of any of the Securities shall
thereafter look only to the Company or the Guarantor for any payment which such
holder may be entitled to collect

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and all liability of the Trustee or such paying agent with respect to such
moneys shall thereupon cease.

         Section 11.05. Defeasance Upon Deposit of Moneys or U.S. Government
Obligations.

                  The Company and the Guarantor shall be deemed to have been
Discharged (as defined below) from its respective obligations with respect to
any series of Securities on the 91st day after the applicable conditions set
forth below have been satisfied with respect to such series of Securities:

                  (1)      The Company or the Guarantor shall have deposited or
                  caused to be deposited irrevocably with the Trustee or the
                  Defeasance Agent (as defined below) as trust funds in trust,
                  specifically pledged as security for, and dedicated solely to,
                  the benefit of the holders of the Securities of such series
                  (i) money in an amount, or (ii) U.S. Government Obligations
                  which through the payment of interest and principal in respect
                  thereof in accordance with their terms will provide, not later
                  than one day before the due date of any payment, money in an
                  amount, or (iii) a combination of (i) and (ii), sufficient, in
                  the opinion of a nationally recognized firm of independent
                  public accountants expressed in a written certification
                  thereof delivered to the Trustee and the Defeasance Agent, if
                  any, to pay and discharge each installment of principal
                  (including any mandatory sinking fund payments) of, and
                  interest and premium, if any, on, the outstanding Securities
                  of such series on the dates such installments of principal,
                  interest or premium are due;

                  (2)      if the Securities of such series are then listed on
                  any national securities exchange, the Company or the
                  Guarantor, as the case may be, shall have delivered to the
                  Trustee and the Defeasance Agent, if any, an Opinion of
                  Counsel to the effect that the exercise of the option under
                  this Section 11.05 would not cause such Securities to be
                  delisted from such exchange;

                  (3)      no Event of Default or event which with notice or
                  lapse of time would become an Event of Default with respect to
                  the Securities of such series shall have occurred and be
                  continuing on the date of such deposit; and

                  (4)      the Company or the Guarantor, as the case may be,
                  shall have delivered to the Trustee and the Defeasance Agent,
                  if any, an Opinion of Counsel to the effect that holders of
                  the Securities of such series will not recognize income, gain
                  or loss for United States federal income tax purposes as a
                  result of the exercise of the option under this Section 11.05
                  and will be subject to United States federal income tax on the
                  same amount and in the same manner and at the same times as
                  would have been the case if such option had not been
                  exercised, and, in the case of the Securities of such series
                  being Discharged, such opinion shall be accompanied by a
                  private letter ruling to that effect received from the United

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                  States Internal Revenue Service or a revenue ruling pertaining
                  to a comparable form of transaction to that effect published
                  by the United States Internal Revenue Service.

                  "Discharged" means that the Company and the Guarantor shall be
deemed to have paid and discharged the entire indebtedness represented by, and
obligations under, the Securities of such series and to have satisfied all the
obligations under this Indenture relating to the Securities of such series (and
the Trustee, at the expense of the Company and the Guarantor, shall execute
proper instruments acknowledging the same), except (A) the rights of holders of
Securities of such series to receive, from the trust fund described in clause
(1) above, payment of the principal of and the interest and premium, if any, on
such Securities when such payments are due; (B) the Company's and the
Guarantor's obligations with respect to such Securities under Sections 2.05,
2.07, 2.08, 3.01, 3.02, 3.04, 6.06, 6.10 and 11.04; and (C) the rights, powers,
trusts, duties and immunities of the Trustee hereunder.

                  "Defeasance Agent" means another financial institution which
is eligible to act as Trustee hereunder and which assumes all of the obligations
of the Trustee necessary to enable the Trustee to act under this Section 11.05.
In the event such a Defeasance Agent is appointed pursuant to this Section
11.05, the following conditions shall apply:

                  1.       The Trustee shall have approval rights over the
                  document appointing such Defeasance Agent and the document
                  setting forth such Defeasance Agent's rights and
                  responsibilities;

                  2.       The Defeasance Agent shall provide verification to
                  the Trustee acknowledging receipt of sufficient money and/or
                  U.S. Government Obligations to meet the applicable conditions
                  set forth in this Section 11.05;

                  3.       The Trustee shall determine whether the Company and
                  the Guarantor shall be deemed to have been Discharged from its
                  respective obligations with respect to any series of
                  Securities.

                                  ARTICLE XII.

                     MMUNITY OF INCORPORATORS, STOCKHOLDERS,

                              OFFICERS AND DIRECTOR

         Section 12.01. Indenture and Securities Solely Corporate Obligations.

                  No recourse for the payment of the principal of or premium, if
any, or interest on any Debt Security or any Guarantee, or for any claim based
thereon or otherwise in respect thereof, and no recourse under or upon any
obligation, covenant or agreement of the Company or the Guarantor in this
Indenture or in any supplemental indenture, or in any such Security, or because
of the creation of any indebtedness represented thereby, shall be had against
any incorporator, stockholder, officer or director, as such, past, present or
future, of the Company or

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<PAGE>

the Guarantor or of any successor corporation of the Company or the Guarantor,
either directly or through the Company or the Guarantor or any successor
corporation of the Company or the Guarantor, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise; it being expressly understood that all such liability is
hereby expressly waived and released as a condition of, and as a consideration
for, the execution of this Indenture and the issue of the Securities.

                                  ARTICLE XIII.

                            MISCELLANEOUS PROVISIONS

         Section 13.01.          SECTION 13.01. Successors.

                  All the covenants, stipulations, promises and agreements in
this Indenture contained by the Company or the Guarantor shall bind to
successors and assigns whether so expressed or not.

         Section 13.02.          SECTION 13.02. Official Acts by Successor
Corporation.

                  Any act or proceeding by any provision of this Indenture
authorized or required to be done or performed by any board, committee or
officer of the Company or the Guarantor shall and may be done and performed with
like force and effect by the like board, committee or officer of any corporation
that shall at the time be the lawful sole successor of the Company or the
Guarantor, as the case may be.

         Section 13.03.          SECTION 13.03. Surrender of Company Powers.

                  The Company or the Guarantor by instrument in writing executed
by authority of 2/3 (two-thirds) of its Board of Directors and delivered to the
Trustee may surrender any of the powers reserved to the Company or the Guarantor
as the case may be, and thereupon such power so surrendered shall terminate both
as to the Company or the Guarantor, as the case may be, and as to any successor
corporation.

         Section 13.04.          SECTION 13.04. Addresses for Notices, etc.

                  Any notice or demand which by any provision of this Indenture
is required or permitted to be given or served by the Trustee or by the holders
of Securities on the Company or the Guarantor may be given or served by being
deposited postage prepaid by registered or certified mail in a post office
letter box addressed (until another address is filed by the Company or the
Guarantor, as the case may be, with the Trustee for the purpose) to the Company,
or the Guarantor, as the case may be, 155 North Lake Avenue, Pasadena,
California 91101, Attention: Corporate Secretary. Any notice, direction, request
or demand by any Securityholder to or upon the Trustee shall be deemed to have
been sufficiently given or made, for all purposes, if given or made in writing
at the office of the Trustee, addressed to the Trustee, 101 Barclay Street, 21
West, New York, New York 10286, Attention: Corporate Trust Trustee
Administration.

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         Section 13.05.          SECTION 13.05. Governing Law.

                  This Indenture and each Security shall be deemed to be a
contract made under the laws of the State of New York, and for all purposes
shall be governed by and construed in accordance with the laws of said State,
without regard to conflict of laws principles thereof.

         Section 13.06. Evidence of Compliance with Conditions Precedent.

                  Upon any application or demand by the Company or the Guarantor
to the Trustee to take any action under any of the provisions of this Indenture,
the Company or the Guarantor, as the case may be, shall furnish to the Trustee
an Officers' Certificate stating that in the opinion of the signers all
conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with and an Opinion of Counsel stating that,
in the opinion of such counsel, all such conditions precedent have been complied
with.

                  Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or covenant
provided for in this Indenture shall include (1) a statement that the person
making such certificate or opinion has read such covenant or condition; (2) a
brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion
are based; (3) a statement that, in the opinion of such person, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and (4) a statement as to whether or not, in the opinion of such
person, such condition or covenant has been complied with.

         Section 13.07.          SECTION 13.07. Legal Holidays.

                  Subject to Section 2.03, in any case where the date of payment
of interest on or principal of the Securities will be in The City of New York,
New York a legal holiday or a day on which banking institutions are authorized
by law to close, the payment of such interest on or principal of the Securities
need not be made on such date but may be made on the next succeeding day not in
the City a legal holiday or a day on which banking institutions are authorized
by law to close, with the same force and effect as if made on the date of
payment and no interest shall accrue for the period from and after such date.

         Section 13.08.          SECTION 13.08. Trust Indenture Act to Control.

                  If and to the extent that any provision of this Indenture
limits, qualifies or conflicts with another provision included in this Indenture
which is required to be included in this Indenture by any of Sections 310 to
317, inclusive, of the Trust Indenture Act, such required provision shall
control.

         Section 13.09.          SECTION 13.09. Table of Contents, Headings,
etc.

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<PAGE>

                  The table of contents and the titles and headings of the
articles and sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part hereof, and shall in no way
modify or restrict any of the terms or provisions hereof.

         Section 13.10.          SECTION 13.10. Execution in Counterparts.

                  This Indenture may be executed in any number of counterparts,
each of which shall be an original, but such counterparts shall together
constitute but one and the same instrument.

         Section 13.11.          SECTION 13.11. Separability.

                  In case any one or more of the provisions contained in this
Indenture or in the Securities of any series shall for any reason be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this Indenture or of
such Securities, but this Indenture and such Securities shall be construed as if
such invalid or illegal or unenforceable provision had never been contained
herein or therein.

         Section 13.12.          SECTION 13.12. Assignment.

                  The Company and the Guarantor will have the right at all times
to assign any of their respective rights or obligations under this Indenture to
a direct or indirect wholly-owned Subsidiary of the Company or the Guarantor,
provided that, in the event of any such assignment, the Company or the
Guarantor, as the case may be, will remain liable for all such obligations.
Subject to the foregoing, the Indenture is binding upon and inures to the
benefit of the parties thereto and their respective successors and assigns. This
Indenture may not otherwise be assigned by the parties thereto.

         Section 13.13.          SECTION 13.13. Acknowledgement of Rights.

                  The Company acknowledges that, with respect to any Securities
held by any Countrywide Trust or a trustee of such trust, if the Institutional
Trustee of such trust fails to enforce its rights under this Indenture as the
holder of the series of Securities held as the assets of such Countrywide Trust
after the holders of a majority in liquidation amount of the Capital Securities
have so directed the Institutional Trustee, any holder of Capital Securities may
institute legal proceedings directly against the Company to enforce such
Institutional Trustee's rights under this Indenture without first instituting
any legal proceedings against such Institutional Trustee or any other person or
entity. Notwithstanding the foregoing, if an Event of Default has occurred and
is continuing and such event is attributable to the failure of the Company to
pay interest or principal on the applicable series of Securities on the date
such interest or principal is otherwise payable (or in the case of redemption,
on the redemption date), the Company acknowledges that a holder of Capital
Securities may directly institute a proceeding for enforcement of payment to
such holder of the principal of or interest on the applicable series of
Securities having a principal amount equal to the aggregate liquidation amount
of the Capital Securities of such holder on or after the respective due date
specified in the applicable series of Securities.

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                  The Guarantor acknowledges that, with respect to any
Securities held by any Countrywide Trust or a trustee of such trust, if the
Institutional Trustee of such Trust fails to enforce its rights as holder of
Securities held as assets of such Countrywide Trust, after the holders of a
majority in liquidation amount of the Capital Securities have so directed the
Institutional Trustee, any holder of Capital Securities may institute legal
proceedings directly against the Guarantor to enforce the Institutional
Trustee's rights against the Guarantor under this Indenture without first
instituting any legal proceedings against such Institutional Trustee or any
other person or entity. Notwithstanding the foregoing, if an Event of Default
has occurred and is continuing and such event is attributable to the failure of
the Guarantor to pay interest or principal on the applicable series of
Securities on the date such interest or principal is otherwise payable (or in
the case of redemption, on the redemption date), the Guarantor acknowledges that
a holder of Capital Securities may also directly institute a proceeding for
enforcement of payment to such holder of the principal of or interest on the
applicable series of Securities having a principal amount equal to the aggregate
liquidation amount of the Capital Securities of such holder on or after the
respective due date specified in the applicable series of Securities.

                                  ARTICLE XIV.

                    REDEMPTION OF SECURITIES -- MANDATORY AND

                              OPTIONAL SINKING FUND

         Section 14.01.          SECTION 14.01. Applicability of Article.

                  The provisions of this Article shall be applicable to the Debt
Securities of any series which are redeemable before their maturity or to any
sinking fund for the retirement of Debt Securities of a series except as
otherwise specified as contemplated by Section 2.03 for Debt Securities of such
series.

         Section 14.02. Notice of Redemption; Selection of Debt Securities.

                  In case the Company shall desire to exercise the right to
redeem all, or, as the case may be, any part of the Debt Securities of any
series in accordance with their terms, it shall fix a date for redemption and
shall mail a notice of such redemption at least 30 and not more than 60 days
prior to the date fixed for redemption to the holders of Debt Securities of such
series so to be redeemed as a whole or in part at their last addresses as the
same appear on the Security Register. Such mailing shall be by first class mail.
The notice if mailed in the manner herein provided shall be conclusively
presumed to have been duly given, whether or not the holder receives such
notice. In any case, failure to give such notice by mail or any defect in the
notice to the holder of any Debt Security of a series designated for redemption
as a whole or in part shall not affect the validity of the proceedings for the
redemption of any other Debt Security of such series.

                  Each such notice of redemption shall specify the CUSIP number
of the Debt Securities to be redeemed, the date fixed for redemption, the
redemption price at which Debt

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<PAGE>

Securities of such series are to be redeemed, the place or places of payment,
that payment will be made upon presentation and surrender of such Debt
Securities, that interest accrued to the date fixed for redemption will be paid
as specified in said notice, and that on and after said date interest thereon or
on the portions thereof to be redeemed will cease to accrue. If less than all
the Debt Securities of such series are to be redeemed the notice of redemption
shall specify the numbers of the Debt Securities of that series to be redeemed.
In case any Debt Security of a series is to be redeemed in part only, the notice
of redemption shall state the portion of the principal amount thereof to be
redeemed and shall state that on and after the date fixed for redemption, upon
surrender of such Debt Security, a new Debt Security or Debt Securities of that
series in principal amount equal to the unredeemed portion thereof and having
endorsed thereon a duly executed Guarantee will be issued.

                  Prior to the redemption date specified in the notice of
redemption given as provided in this Section, the Company will deposit with the
Trustee or with one or more paying agents an amount of money sufficient to
redeem on the redemption date all the Debt Securities so called for redemption
at the appropriate redemption price, together with accrued interest to the date
fixed for redemption.

                  If all, or less than all, the Debt Securities of a series are
to be redeemed, the Company will give the Trustee notice not less than 45 or 60
days, respectively, prior to the redemption date as to the aggregate principal
amount of Debt Securities of that series to be redeemed and the Trustee shall
select, in such manner as in its sole discretion it shall deem appropriate and
fair, the Debt Securities of that series or portions thereof (in integral
multiples of $1,000, except as otherwise set forth in the applicable form of
Debt Security) to be redeemed.

         Section 14.03. Payment of Securities Called for Redemption.

                  If notice of redemption has been given as provided in Section
14.02 or Section 14.04, the Debt Securities or portions of Debt Securities of
the series with respect to which such notice has been given shall become due and
payable on the date and at the place or places stated in such notice at the
applicable redemption price, together with interest accrued to the date fixed
for redemption, and on and after said date (unless the Company shall default in
the payment of such Debt Securities at the redemption price, together with
interest accrued to said date) interest on the Debt Securities or portions of
Debt Securities of any series so called for redemption shall cease to accrue. On
presentation and surrender of such Debt Securities at a place of payment
specified in said notice, the said Debt Securities or the specified portions
thereof shall be paid and redeemed by the Company at the applicable redemption
price, together with interest accrued thereon to the date fixed for redemption.

                  Upon presentation of any Debt Security of any series redeemed
in part only, the Company shall execute and the Trustee shall authenticate and
make available for delivery to the holder thereof, at the expense of the
Company, a new Debt Security or Debt Securities of such series of authorized
denominations, in principal amount equal to the unredeemed portion of the Debt
Security so presented and having endorsed thereon a duly executed Guarantee.

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         Section 14.04.          SECTION 14.04. Mandatory and Optional Sinking
Fund.

                  The minimum amount of any sinking fund payment provided for by
the terms of Debt Securities of any series is herein referred to as a "mandatory
sinking fund payment", and any payment in excess of such minimum amount provided
for by the terms of Debt Securities of any series is herein referred to as an
"optional sinking fund payment". The last date on which any such payment may be
made is herein referred to as a "sinking fund payment date".

                  In lieu of making all or any part of any mandatory sinking
fund payment with respect to any Debt Securities of a series in cash, the
Company may at its option (a) deliver to the Trustee Debt Securities of that
series theretofore purchased by the Company and (b) may apply as a credit Debt
Securities of that series which have been redeemed either at the election of the
Company pursuant to the terms of such Debt Securities or through the application
of optional sinking fund payments pursuant to the next succeeding paragraph, in
each case in satisfaction of all or any part of any mandatory sinking fund
payment, provided that such Debt Securities have not been previously so
credited. Each such Debt Security so delivered or applied as a credit shall be
credited at the sinking fund redemption price for such Debt Securities and the
amount of any mandatory sinking fund shall be reduced accordingly. If the
Company intends so to deliver or credit such Debt Securities with respect to any
mandatory sinking fund payment it shall deliver to the Trustee at least 60 days
prior to the next succeeding sinking fund payment date for such series (a) a
certificate signed by the Treasurer or an Assistant Treasurer of the Company
specifying the portion of such sinking fund payment, if any, to be satisfied by
payment of cash and the portion of such sinking fund payment, if any, which is
to be satisfied by delivering and crediting such Debt Securities and (b) any
Debt Securities to be so delivered. All Debt Securities so delivered to the
Trustee shall be cancelled by the Trustee and no Debt Securities shall be
authenticated in lieu thereof. If the Company fails to deliver such certificate
and Debt Securities at or before the time provided above, the Company shall not
be permitted to satisfy any portion of such mandatory sinking fund payment by
delivery or credit of Debt Securities.

                  At its option the Company may pay into the sinking fund for
the retirement of Debt Securities of any particular series, on or before each
sinking fund payment date for such series, any additional sum in cash as
specified by the terms of such series of Debt Securities. If the Company intends
to exercise its right to make any such optional sinking fund payment, it shall
deliver to the Trustee at least 60 days prior to the next succeeding sinking
fund payment date for such series a certificate signed by the Treasurer or an
Assistant Treasurer of the Company stating that the Company intends to exercise
such optional right and specifying the amount which the Company intends to pay
on such sinking fund payment date. If the Company fails to deliver such
certificate at or before the time provided above, the Company shall not be
permitted to make any optional sinking fund payment with respect to such sinking
fund payment date. To the extent that such right is not exercised in any year it
shall not be cumulative or carried forward to any subsequent year.

                  If the sinking fund payment or payments (mandatory or
optional) made in cash plus any unused balance of any preceding sinking fund
payments made in cash shall exceed $50,000 (or a lesser sum if the Company shall
so request) with respect to the Debt Securities of

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any particular series, it shall be applied by the Trustee or one or more paying
agents on the next succeeding sinking fund payment date to the redemption of
Debt Securities of such series at the sinking fund redemption price together
with accrued interest to the date fixed for redemption. The Trustee shall
select, in the manner provided in Section 14.02, for redemption on such sinking
fund payment date a sufficient principal amount of Debt Securities of such
series to absorb said cash, as nearly as may be, and the Trustee shall, at the
expense and in the name of the Company, thereupon cause notice of redemption of
Debt Securities of such series to be given in substantially the manner and with
the effect provided in Sections 14.02 and 14.03 for the redemption of Debt
Securities of that series in part at the option of the Company, except that the
notice of redemption shall also state that the Debt Securities of such series
are being redeemed for the sinking fund. Any sinking fund moneys not so applied
or allocated by the Trustee or any paying agent to the redemption of Debt
Securities of that series shall be added to the next cash sinking fund payment
received by the Trustee or such paying agent and, together with such payment,
shall be applied in accordance with the provisions of this Section 14.04. Any
and all sinking fund moneys held by the Trustee or any paying agent on the
maturity date of the Debt Securities of any particular series, and not held for
the payment or redemption of particular Debt Securities of such series, shall be
applied by the Trustee or such paying agent, together with other moneys, if
necessary, to be deposited sufficient for the purpose, to the payment of the
principal of the Debt Securities of that series at maturity.

                  On or before each sinking fund payment date, the Company shall
pay to the Trustee or to one or more paying agents in cash a sum equal to all
interest accrued to the date fixed for redemption on Debt Securities to be
redeemed on the next following sinking fund payment date pursuant to this
Section.

                  Neither the Trustee nor any paying agent shall redeem any Debt
Securities of a series with sinking fund moneys, and the Trustee shall not mail
any notice of redemption of Debt Securities for such series by operation of the
sinking fund, during the continuance of a default in payment of interest on such
Debt Securities or of any Event of Default (other than an Event of Default
occurring as a consequence of this paragraph), except that if the notice of
redemption of any Securities shall theretofore have been mailed in accordance
with the provisions hereof, the Trustee or any paying agent shall redeem such
Debt Securities if cash sufficient for that purpose shall be deposited with the
Trustee or such paying agent for that purpose in accordance with the terms of
this Article Fourteen. Except as aforesaid, any moneys in the sinking fund for
such series at the time when any such default or Event of Default shall occur
and any moneys thereafter paid into the sinking fund shall, during the
continuance of such default or Event of Default, be held as security for the
payment of all such Debt Securities; provided, however, that in case such Event
of Default or default, shall have been cured or waived as provided herein, such
moneys shall thereafter be applied on the next succeeding sinking fund payment
date on which such moneys may be applied pursuant to the provisions of this
Section 14.04.

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                                  ARTICLE XV.

                           SUBORDINATION OF SECURITIES

         Section 15.01.          SECTION 15.01. Agreement to Subordinate.

                  The Company and the Guarantor covenant and agree, and each
holder of Securities issued hereunder and under any supplemental indenture or by
any resolutions by the Boards of Directors of the Company and the Guarantor
("Additional Provisions") by such Securityholder's acceptance thereof likewise
covenants and agrees, that all Securities shall be issued subject to the
provisions of this Article Fifteen; and each holder of a Security, whether upon
original issue or upon transfer or assignment thereof, accepts and agrees to be
bound by such provisions.

                  The payment by the Company of the principal of, premium, if
any, and interest on all Debt Securities and the payment by the Guarantor of any
obligation due under any Guarantees issued hereunder and under any Additional
Provisions shall, to the extent and in the manner hereinafter set forth, be
subordinated and junior in right of payment to the prior payment in full of all
Senior Indebtedness of the Company or the Guarantor, as the case may be, whether
outstanding at the date of this Indenture or thereafter incurred.

                  No provision of this Article Fifteen shall prevent the
occurrence of any default or Event of Default hereunder.

         Section 15.02.          SECTION 15.02. Default on Senior Indebtedness.

                  In the event and during the continuation of any default by the
Company or the Guarantor in the payment of principal, premium, interest or any
other payment due on any Senior Indebtedness of the Company or the Guarantor, as
the case may be (after any applicable grace period with respect to such payment
default has elapsed with such default not having been cured or waived or ceasing
to exist), or in the event that the maturity of any Senior Indebtedness of the
Company or the Guarantor, as the case may be, has been accelerated because of a
default, then, in either case, no payment shall be made by the Company or the
Guarantor, as the case may be, with respect to the principal (including
redemption and sinking fund payments, if any) of, or premium, if any, or
interest on the Securities, including payment with respect to any obligation due
under the Guarantees.

                  In the event that, notwithstanding the foregoing, any payment
shall be received by the Trustee when such payment is prohibited by the
preceding paragraph of this Section 15.02, such payment shall be held in trust
for the benefit of, and shall be paid over or delivered to, the holders of
Senior Indebtedness or their respective representatives, or to the trustee or
trustees under any indenture pursuant to which any of such Senior Indebtedness
may have been issued, as their respective interests may appear, but only to the
extent that the holders of the Senior Indebtedness (or their representative or
representatives or a trustee) notify the Trustee in writing within 90 days of
such payment of the amounts then due and owing on the Senior Indebtedness

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and only the amounts specified in such notice to the Trustee shall be paid to
the holders of Senior Indebtedness.

         Section 15.03.          SECTION 15.03. Liquidation; Dissolution;
Bankruptcy.

                  Upon any payment by the Company or the Guarantor or
distribution of assets of the Company or the Guarantor of any kind or character,
whether in cash, property or securities, to creditors upon any dissolution or
winding-up or liquidation or reorganization of the Company or the Guarantor,
whether voluntary or involuntary or in bankruptcy, insolvency, receivership or
other proceedings, all amounts due or to become due upon all Senior Indebtedness
of the Company or the Guarantor, as the case may be, shall first be paid in
full, or payment thereof provided for in money in accordance with its terms,
before any payment is made by the Company or the Guarantor, as the case may be,
on account of the principal (and premium, if any) or interest on the Securities;
and upon any such dissolution or winding-up or liquidation or reorganization,
any payment by the Company or the Guarantor, or distribution of assets of the
Company or the Guarantor of any kind or character, whether in cash, property or
securities, to which the Securityholders or the Trustee would be entitled to
receive from the Company or the Guarantor, as the case may be, except for the
provisions of this Article Fifteen, shall be paid by the Company or the
Guarantor, as the case may be, or by any receiver, trustee in bankruptcy,
liquidating trustee, agent or other Person making such payment or distribution,
or by the Securityholders or by the Trustee under the Indenture if received by
them or it, directly to the holders of Senior Indebtedness of the Company or the
Guarantor, as the case may be (pro rata to such holders on the basis of the
respective amounts of Senior Indebtedness held by such holders, as calculated by
the Company or the Guarantor, as the case may be) or their representative or
representatives, or to the trustee or trustees under any indenture pursuant to
which any instruments evidencing such Senior Indebtedness may have been issued,
as their respective interests may appear, to the extent necessary to pay such
Senior Indebtedness in full, in money or money's worth, after giving effect to
any concurrent payment or distribution to or for the holders of such Senior
Indebtedness, before any payment or distribution is made to the Securityholders
or to the Trustee.

                  In the event that, notwithstanding the foregoing, any payment
or distribution of assets of the Company or the Guarantor of any kind or
character, whether in cash, property or securities, prohibited by the foregoing,
shall be received by the Trustee before all Senior Indebtedness of the Company
or the Guarantor is paid in full, or provision is made for such payment in money
in accordance with its terms, such payment or distribution shall be held in
trust for the benefit of and shall be paid over or delivered to the holders of
such Senior Indebtedness or their representative or representatives, or to the
trustee or trustees under any indenture pursuant to which any instruments
evidencing such Senior Indebtedness may have been issued, and their respective
interests may appear, as calculated by the Company or the Guarantor, for
application to the payment of all Senior Indebtedness of the Company or the
Guarantor, as the case may be, remaining unpaid to the extent necessary to pay
such Senior Indebtedness in full in money in accordance with its terms, after
giving effect to any concurrent payment or distribution to or for the benefit of
the holders of such Senior Indebtedness.

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                  For purposes of this Article Fifteen, the words "cash,
property or securities" shall not be deemed to include shares of stock of the
Company or the Guarantor as reorganized or readjusted, or securities of the
Company or the Guarantor or any other corporation provided for by a plan of
reorganization or readjustment, the payment of which is subordinated at least to
the extent provided in this Article Fifteen with respect to the Securities to
the payment of all Senior Indebtedness of the Company or the Guarantor, as the
case may be, that may at the time be outstanding, provided that (i) such Senior
Indebtedness is assumed by the new corporation, if any, resulting from any such
reorganization or readjustment, and (ii) the rights of the holders of such
Senior Indebtedness are not, without the consent of such holders, altered by
such reorganization or readjustment. The consolidation of the Company or the
Guarantor with, or the merger of the Company or the Guarantor into, another
corporation or the liquidation or dissolution of the Company or the Guarantor
following the conveyance or transfer of its property as an entirety, or
substantially as an entirety, to another corporation upon the terms and
conditions provided for in Article Ten of this Indenture shall not be deemed a
dissolution, winding-up, liquidation or reorganization for the purposes of this
Section 15.03 if such other corporation shall, as a part of such consolidation,
merger, conveyance or transfer, comply with the conditions stated in Article Ten
of this Indenture. Nothing in Section 15.02 or in this Section 15.03 shall apply
to claims of, or payments to, the Trustee under or pursuant to Section 6.06 of
this Indenture.

         Section 15.04.          SECTION 15.04. Subrogation.

                  Subject to the payment in full of all Senior Indebtedness of
the Company or the Guarantor then outstanding, the Securityholders shall be
subrogated to the rights of the holders of such Senior Indebtedness to receive
payments or distributions of cash, property or securities of the Company or the
Guarantor, as the case may be, applicable to such Senior Indebtedness until all
amounts owing on the Securities shall be paid in full; and, for the purposes of
such subrogation, no payments or distributions to the holders of such Senior
Indebtedness of any cash, property or securities to which the Securityholders or
the Trustee would be entitled except for the provisions of this Article Fifteen,
and no payment over pursuant to the provisions of this Article Fifteen to or for
the benefit of the holders of such Senior Indebtedness by Securityholders or the
Trustee, shall, as between (i) the Company, its creditors other than holders of
Senior Indebtedness of the Company, and the holders of the Securities, or (ii)
the Guarantor, its creditors other than the holders of Senior Indebtedness of
the Guarantor, and the holders of the Securities, be deemed to be a payment by
the Company or the Guarantor, as the case may be, to or on account of such
Senior Indebtedness. It is understood that the provisions of this Article
Fifteen are and are intended solely for the purposes of defining the relative
rights of the holders of the Securities, on the one hand, and the holders of
such Senior Indebtedness, on the other hand.

                  Nothing contained in this Article Fifteen or elsewhere in this
Indenture, any Additional Provisions or in the Securities is intended to or
shall impair, as between (i) the Company, its creditors other than the holders
of Senior Indebtedness of the Company, and the holders of the Securities, or
(ii) the Guarantor, its creditors other than the holders of Senior Indebtedness
of the Guarantor, and the holders of the Securities, the obligation of the
Company

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or the Guarantor, as the case may be, which is absolute and unconditional, to
pay to the holders of the Securities the principal of (and premium, if any) and
interest on the Securities as and when the same shall become due and payable in
accordance with their terms, or is intended to or shall affect the relative
rights of the holders of the Securities and creditors of the Company or the
Guarantor, as the case may be, other than the holders of Senior Indebtedness of
the Company or the Guarantor, as the case may be, nor shall anything herein or
therein prevent the Trustee or the holder of any Security from exercising all
remedies otherwise permitted by applicable law upon default under the Indenture,
subject to the rights, if any, under this Article Fifteen of the holders of such
Senior Indebtedness in respect of cash, property or securities of the Company or
the Guarantor, as the case may be, received upon the exercise of any such
remedy.

                  Upon any payment or distribution of assets of the Company or
the Guarantor referred to in this Article Fifteen, the Trustee, subject to the
provisions of Article Six of this Indenture, and the Securityholders shall be
entitled to conclusively rely upon any order or decree made by any court of
competent jurisdiction in which such dissolution, winding-up, liquidation or
reorganization proceedings are pending, or a certificate of the receiver,
trustee in bankruptcy, liquidation trustee, agent or other Person making such
payment or distribution, delivered to the Trustee or to the Securityholders, for
the purposes of ascertaining the Persons entitled to participate in such
distribution, the holders of Senior Indebtedness and other indebtedness of the
Company or the Guarantor, as the case may be, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this Article Fifteen.

         Section 15.05.          SECTION 15.05. Trustee to Effectuate
Subordination.

                  Each Securityholder by such Securityholder's acceptance
thereof authorizes and directs the Trustee on such Securityholder's behalf to
take such action as may be necessary or appropriate to effectuate the
subordination provided in this Article Fifteen and appoints the Trustee such
Securityholder's attorney-in-fact for any and all such purposes.

         Section 15.06. Notice by the Company and the Guarantor.

                  The Company or the Guarantor shall give written notice to a
Responsible Officer of the Trustee within five days of becoming aware of any
Default, Event of Default or any fact known to the Company or the Guarantor that
would prohibit the making of any payment of monies to or by the Trustee in
respect of the Securities pursuant to the provisions of this Article Fifteen.
Notwithstanding the provisions of this Article Fifteen or any other provision of
this Indenture or any Additional Provisions, the Trustee shall not be charged
with knowledge of the existence of any facts that would prohibit the making of
any payment of monies to or by the Trustee in respect of the Securities pursuant
to the provisions of this Article Fifteen, unless and until a Responsible
Officer of the Trustee shall have received written notice thereof from the
Company or the Guarantor or a holder or holders of Senior Indebtedness or from
any trustee therefor; and before the receipt of any such written notice, the
Trustee, subject to the provisions of Article Six of this Indenture, shall be
entitled in all respects to assume that no such facts exist; provided, however,
that if the Trustee shall not have received the notice provided for in this

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Section 15.06 at least two Business Days prior to the date upon which by the
terms hereof any money may become payable for any purpose (including, without
limitation, the payment of the principal of (or premium, if any) or interest on
any Security), then, anything herein contained to the contrary notwithstanding,
the Trustee shall have full power and authority to receive such money and to
apply the same to the purposes for which they were received, and shall not be
affected by any notice to the contrary that may be received by it within two
Business Days prior to such date.

                  The Trustee, subject to the provisions of Article Six of this
Indenture, shall be entitled to conclusively rely on the delivery to it of a
written notice by a Person representing himself to be a holder of Senior
Indebtedness of the Company or the Guarantor, as the case may be (or a trustee
on behalf of such holder), to establish that such notice has been given by a
holder of such Senior Indebtedness or a trustee on behalf of any such holder or
holders. In the event that the Trustee determines in good faith that further
evidence is required with respect to the right of any Person as a holder of such
Senior Indebtedness to participate in any payment or distribution pursuant to
this Article Fifteen, the Trustee may request such Person to furnish evidence to
the reasonable satisfaction of the Trustee as to the amount of such Senior
Indebtedness held by such Person, the extent to which such Person is entitled to
participate in such payment or distribution and any other facts pertinent to the
rights of such Person under this Article Fifteen, and, if such evidence is not
furnished, the Trustee may defer any payment to such Person pending judicial
determination as to the right of such Person to receive such payment.

         Section 15.07. Rights of the Trustee; Holders of Senior Indebtedness.

                  The Trustee in its individual capacity shall be entitled to
all the rights set forth in this Article Fifteen in respect of any Senior
Indebtedness at any time held by it, to the same extent as any other holder of
Senior Indebtedness, and nothing in this Indenture or any Additional Provisions
shall deprive the Trustee of any of its rights as such holder.

                  With respect to the holders of Senior Indebtedness of the
Company or the Guarantor, the Trustee undertakes to perform or to observe only
such of its covenants and obligations as are specifically set forth in this
Article Fifteen, and no implied covenants or obligations with respect to the
holders of such Senior Indebtedness shall be read into this Indenture or any
Additional Provisions against the Trustee. The Trustee shall not be deemed to
owe any fiduciary duty to the holders of such Senior Indebtedness and, subject
to the provisions of Article Six of this Indenture, the Trustee shall not be
liable to any holder of such Senior Indebtedness if it shall pay over or deliver
to Securityholders, the Company, the Guarantor or any other Person money or
assets to which any holder of such Senior Indebtedness shall be entitled by
virtue of this Article Fifteen or otherwise.

                  Nothing in this Article Fifteen shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 6.06.

         Section 15.08.          SECTION 15.08. Subordination May Not Be
Impaired.

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                  No right of any present or future holder of any Senior
Indebtedness of the Company or the Guarantor to enforce subordination as herein
provided shall at any time in any way be prejudiced or impaired by any act or
failure to act on the part of the Company or the Guarantor, as the case may be,
or by any act or failure to act, in good faith, by any such holder, or by any
noncompliance by the Company or the Guarantor, as the case may be, with the
terms, provisions and covenants of this Indenture, regardless of any knowledge
thereof that any such holder may have or otherwise be charged with.

                  Without in any way limiting the generality of the foregoing
paragraph, the holders of Senior Indebtedness of the Company or the Guarantor
may, at any time and from time to time, without the consent of or notice to the
Trustee or the Securityholders, without incurring responsibility to the
Securityholders and without impairing or releasing the subordination provided in
this Article Fifteen or the obligations hereunder of the holders of the
Securities to the holders of such Senior Indebtedness, do any one or more of the
following: (i) change the manner, place or terms of payment or extend the time
of payment of, or renew or alter, such Senior Indebtedness, or otherwise amend
or supplement in any manner such Senior Indebtedness or any instrument
evidencing the same or any agreement under which such Senior Indebtedness is
outstanding; (ii) sell, exchange, release or otherwise deal with any property
pledged, mortgaged or otherwise securing such Senior Indebtedness; (iii) release
any Person liable in any manner for the collection of such Senior Indebtedness;
and (iv) exercise or refrain from exercising any rights against the Company or
the Guarantor, as the case may be, and any other Person.

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<PAGE>

                  The Bank of New York hereby accepts the trusts in this
Indenture declared and provided, upon the terms and conditions hereinabove set
forth.

                  IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed by their respective officers thereunto duly
authorized, as of the day and year first above written.

                                            COUNTRYWIDE HOME LOANS, INC.

                                            /s/ Stanford L. Kurland
                                             Name: Stanford L. Kurland
                                             Title: President

                                            COUNTRYWIDE CREDIT INDUSTRIES, INC.

                                            /s/ Eric P. Sieracki
                                             Name: Eric P. Sieracki
                                             Title: Managing Director

                                            THE BANK OF NEW YORK,
                                            as Trustee

                                            /s/ Vivian Georges
                                             Name: Vivian Georges
                                             Title: Assistant Vice President

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