<PAGE>
                                                                    Exhibit 4.19



================================================================================



                       COUNTRYWIDE CREDIT INDUSTRIES, INC.

                                    as Issuer

                                       and

                          COUNTRYWIDE HOME LOANS, INC.

                                  as Guarantor

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

                                    INDENTURE
                              Dated as of ___, 2001

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


                              THE BANK OF NEW YORK

                                   as Trustee

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


                          SUBORDINATED DEBT SECURITIES



================================================================================

<PAGE>

                       COUNTRYWIDE CREDIT INDUSTRIES, INC.

           RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939
                AND INDENTURE, DATED AS OF _______________, 2001

<TABLE>
<CAPTION>
ACT SECTION                                                   INDENTURE SECTION
<S>                                                           <C>
310(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)..........................................................4.04(a) and (b)
313(c)..................................................................4.04(a)
313(d)..................................................................4.04(b)
314(a).....................................................................4.03
314(b).....................................................................N.A.
314(c)(1) and (2).........................................................13.06
314(c)(3)..................................................................N.A.
314(d).....................................................................N.A.
314(e)....................................................................13.06
314(f).....................................................................N.A.
315(a), (c) and (d)........................................................6.01
315(b).....................................................................5.08
315(e).....................................................................5.09
316(a)(1)..................................................................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)....................................................................13.08
</TABLE>

-------------------------
THIS RECONCILIATION AND TIE SHALL NOT, FOR ANY PURPOSE, BE DEEMED TO BE PART OF
THE INDENTURE.

<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                          Page
                                                                                          ----
<S>     <C>                                                                               <C>
                                    ARTICLE I
                                   DEFINITIONS

SECTION 1.01. Definitions....................................................................1
        Additional Provisions................................................................2
        Affiliate............................................................................2
        Authenticating Agent.................................................................2
        Authorized Officer...................................................................2
        Bankruptcy Law.......................................................................2
        Board of Directors...................................................................2
        Board Resolution.....................................................................2
        Business Day.........................................................................2
        Certificate..........................................................................3
        Certificate of Authentication........................................................3
        Commission...........................................................................3
        Common Securities....................................................................3
        Common Securities Guarantee..........................................................3
        Company..............................................................................3
        Component............................................................................3
        Conversion Date......................................................................3
        Countrywide Trust....................................................................3
        Custodian............................................................................4
        Debt Security or Debt Securities.....................................................4
        Declaration..........................................................................4
        Default..............................................................................4
        Defaulted Interest...................................................................4
        Defeasance Agent.....................................................................4
        Depositary...........................................................................4
        Discharged...........................................................................4
        Event of Default.....................................................................4
        Exchange Act.........................................................................4
        Exchange Rate........................................................................4
        Exchange Rate Officers' Certificate..................................................5
        Foreign Currency.....................................................................5
        Global Security......................................................................5
        Guarantee............................................................................5
        Guarantor............................................................................5
        Indenture............................................................................5
        Institutional Trustee................................................................6
        interest.............................................................................6
        Interest Payment Date................................................................6
        Mortgage.............................................................................6
        Officers' Certificate................................................................6
</TABLE>


                                       i
<PAGE>

<TABLE>
<S>     <C>                                                                                 <C>
        Opinion of Counsel...................................................................6
        outstanding..........................................................................6
        Person ..............................................................................7
        Predecessor Security.................................................................7
        Preferred Securities.................................................................7
        Preferred Securities Guarantee.......................................................8
        principal office of the Trustee......................................................8
        Responsible Officer..................................................................8
        Security or Securities...............................................................8
        Securityholder or holder of Securities...............................................8
        Security Register....................................................................8
        Senior Indebtedness..................................................................8
        Stated Maturity......................................................................9
        Subsidiary...........................................................................9
        Trustee..............................................................................9
        Trust Indenture Act..................................................................9
        Trust Securities.....................................................................9
        U.S. Government Obligations..........................................................9

                                   ARTICLE II
                                   SECURITIES

SECTION 2.01. Forms Generally...............................................................10
SECTION 2.02. Form of Trustee's Certificate of Authentication...............................10
SECTION 2.03. Amount Unlimited; Issuable in Series..........................................10
SECTION 2.04. Authentication and Dating.....................................................13
SECTION 2.05. Date and Denomination of Securities...........................................14
SECTION 2.06. Execution of Securities.......................................................16
SECTION 2.07. Exchange and Registration of Transfer of Securities...........................16
SECTION 2.08. Mutilated, Destroyed, Lost or Stolen Securities...............................17
SECTION 2.09. Temporary Securities..........................................................18
SECTION 2.10. Cancellation of Securities Paid, etc..........................................18
SECTION 2.11. Global Securities.............................................................19
SECTION 2.12. CUSIP Numbers.................................................................20
SECTION 2.13. Unconditional Guarantees......................................................20
SECTION 2.14. Execution of Guarantee........................................................21
SECTION 2.15. Assumption by Guarantor.......................................................22
SECTION 2.16. Payment in Currencies.........................................................22
SECTION 2.17. Optional Extension of Stated Maturity.........................................24

                                   ARTICLE III
                       PARTICULAR COVENANTS OF THE COMPANY

SECTION 3.01. Payment of Principal, Premium and Interest....................................25
SECTION 3.02. Offices for Notices and Payments, etc.........................................25
SECTION 3.03. Appointments to Fill Vacancies in Trustee's Office............................25
SECTION 3.04. Provision as to Paying Agent..................................................26
</TABLE>


                                       ii
<PAGE>

<TABLE>
<S>     <C>                                                                                 <C>
SECTION 3.05. Certificate to Trustee........................................................26
SECTION 3.06. Compliance with Consolidation Provisions......................................27
SECTION 3.07. Limitation on Dividends.......................................................27
SECTION 3.08. Covenants as to Countrywide Trusts............................................27
SECTION 3.09. Notice of Default.............................................................28

                                   ARTICLE IV
        SECURITYHOLDERS' LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

SECTION 4.01. Securityholders' Lists........................................................28
SECTION 4.02. Preservation and Disclosure of Lists..........................................28
SECTION 4.03. Reports by Company............................................................29
SECTION 4.04. Reports by the Trustee........................................................30

                                    ARTICLE V
         REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT

SECTION 5.01. Events of Default.............................................................31
SECTION 5.02. Payment of Securities on Default; Suit Therefor...............................33
SECTION 5.03. Application of Moneys Collected by Trustee....................................35
SECTION 5.04. Proceedings by Securityholders................................................35
SECTION 5.05. Proceedings by Trustee........................................................36
SECTION 5.06. Remedies Cumulative and Continuing............................................36
SECTION 5.07. Direction of Proceedings and Waiver of Defaults by
                  Majority of Securityholders...............................................37
SECTION 5.08. Notice of Defaults............................................................38
SECTION 5.09. Undertaking to Pay Costs......................................................38

                                   ARTICLE VI
                             CONCERNING THE TRUSTEE

SECTION 6.01. Duties and Responsibilities of Trustee........................................39
SECTION 6.02. Reliance on Documents, Opinions, etc..........................................40
SECTION 6.03. No Responsibility for Recitals, etc...........................................41
SECTION 6.04. Trustee, Authenticating Agent, Paying Agents, Transfer Agents
                  or Registrar May Own Securities...........................................42
SECTION 6.05. Moneys to be Held in Trust....................................................42
SECTION 6.06. Compensation and Expenses of Trustee..........................................42
SECTION 6.07. Officers' Certificate as Evidence.............................................43
SECTION 6.08. Conflicting Interest of Trustee...............................................43
SECTION 6.09. Eligibility of Trustee........................................................43
SECTION 6.10. Resignation or Removal of Trustee.............................................44
SECTION 6.11. Acceptance by Successor Trustee...............................................45
SECTION 6.12. Succession by Merger, etc.....................................................46
SECTION 6.13. Limitation on Rights of Trustee as a Creditor.................................46
SECTION 6.14. Authenticating Agents.........................................................46
</TABLE>


                                      iii
<PAGE>

<TABLE>
<S>     <C>                                                                               <C>
                                   ARTICLE VII
                         CONCERNING THE SECURITYHOLDERS

SECTION 7.01. Action by Securityholders.....................................................48
SECTION 7.02. Proof of Execution by Securityholders.........................................48
SECTION 7.03. Who Are Deemed Absolute Owners................................................49
SECTION 7.04. Securities Owned by Company or the Guarantor Deemed Not Outstanding...........49
SECTION 7.05. Revocation of Consents; Future Holders Bound..................................49

                                  ARTICLE VIII
                            SECURITYHOLDERS' MEETINGS

SECTION 8.01. Purposes of Meetings..........................................................50
SECTION 8.02. Call of Meetings by Trustee...................................................50
SECTION 8.03. Call of Meetings by Company, Guarantor or Securityholders.....................50
SECTION 8.04. Qualifications for Voting.....................................................51
SECTION 8.05. Regulations...................................................................51
SECTION 8.06. Voting........................................................................51

                                   ARTICLE IX
                             SUPPLEMENTAL INDENTURES

SECTION 9.01. Supplemental Indentures without Consent of Securityholders....................52
SECTION 9.02. Supplemental Indentures with Consent of Securityholders.......................54
SECTION 9.03. Compliance with Trust Indenture Act; Effect of Supplemental Indentures........55
SECTION 9.04. Notation on Securities........................................................55
SECTION 9.05. Evidence of Compliance of Supplemental Indenture to be
                  Furnished Trustee.........................................................56

                                    ARTICLE X
                   CONSOLIDATION, MERGER, SALE AND CONVEYANCE

SECTION 10.01. Company May Consolidate, Etc., Only on Certain Terms.........................56
SECTION 10.02. Successor Corporation Substituted for Company................................56
SECTION 10.03. Guarantor May Consolidate, Etc., Only on Certain Terms.......................57
SECTION 10.04. Successor Corporation Substituted for Guarantor..............................57
SECTION 10.05. Assumption by Guarantor......................................................57

                                   ARTICLE XI
                     SATISFACTION AND DISCHARGE OF INDENTURE

SECTION 11.01. Discharge of Indenture.......................................................58
SECTION 11.02. Deposited Moneys and U.S. Government Obligations to be Held
                  in Trust by Trustee.......................................................58
SECTION 11.03. Paying Agent to Repay Moneys Held............................................59
SECTION 11.04. Return of Unclaimed Moneys...................................................59
SECTION 11.05. Defeasance Upon Deposit of Moneys or U.S. Government Obligations.............59
</TABLE>


                                       iv
<PAGE>

<TABLE>
<S>     <C>                                                                                 <C>
                                   ARTICLE XII
         IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

SECTION 12.01. Indenture and Securities Solely Corporate Obligations........................61

                                  ARTICLE XIII
                            MISCELLANEOUS PROVISIONS

SECTION 13.01. Successors...................................................................61
SECTION 13.02. Official Acts by Successor Corporation.......................................61
SECTION 13.03. Surrender of Company Powers..................................................62
SECTION 13.04. Addresses for Notices, etc...................................................62
SECTION 13.05. Governing Law................................................................62
SECTION 13.06. Evidence of Compliance with Conditions Precedent.............................62
SECTION 13.07. Legal Holidays...............................................................63
SECTION 13.08. Trust Indenture Act to Control...............................................63
SECTION 13.09. Table of Contents, Headings, etc.............................................63
SECTION 13.10. Execution in Counterparts....................................................63
SECTION 13.11. Separability.................................................................63
SECTION 13.12. Assignment...................................................................63
SECTION 13.13. Acknowledgment of Rights.....................................................64

                                   ARTICLE XIV
          REDEMPTION OF SECURITIES--MANDATORY AND OPTIONAL SINKING FUND

SECTION 14.01. Applicability of Article.....................................................64
SECTION 14.02. Notice of Redemption; Selection of Debt Securities...........................64
SECTION 14.03. Payment of Securities Called for Redemption..................................65
SECTION 14.04. Mandatory and Optional Sinking Fund..........................................66

                                   ARTICLE XV
                           SUBORDINATION OF SECURITIES

SECTION 15.01. Agreement to Subordinate.....................................................68
SECTION 15.02. Default on Senior Indebtedness...............................................68
SECTION 15.03. Liquidation; Dissolution; Bankruptcy.........................................69
SECTION 15.04. Subrogation..................................................................70
SECTION 15.05. Trustee to Effectuate Subordination..........................................71
SECTION 15.06. Notice by the Company and the Guarantor......................................71
SECTION 15.07. Rights of the Trustee; Holders of Senior Indebtedness........................72
SECTION 15.08. Subordination May Not Be Impaired............................................72
</TABLE>


                                       v
<PAGE>


               THIS INDENTURE, dated as of ___________, 2001, among Countrywide
Credit Industries, Inc., a Delaware corporation (hereinafter sometimes called
the "Company"), Countrywide Home Loans, Inc., a New York corporation
(hereinafter sometimes called the "Guarantor"), and The Bank of New York, a New
York banking corporation, as trustee (hereinafter sometimes called the
"Trustee"),

                              W I T N E S S E T H :

               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");

               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
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

<PAGE>

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. Any
reference to the singular includes the plural and vice versa (unless the context
otherwise requires).

               "Additional Provisions" shall have the meaning given to such term
in Section 15.01.

               "Affiliate" shall mean, 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.

               "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.

               "Authorized Officer" shall mean the Chairman of the Board, the
President, any Managing Director or any Vice President, the Treasurer, the
Secretary, the Comptroller, any Assistant Comptroller, any Assistant Treasurer
or any Assistant Secretary of the Company or the Guarantor, as the case may be.

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

               "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.

               "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.

               "Business Day" shall mean, any day other than a Saturday or
Sunday that is neither a legal holiday nor a day on which banking institutions
are authorized or obligated by law or regulation to close in The City of New
York or Los Angeles, California or (i) with respect to Securities denominated in
a Foreign Currency, in the city specified in the Board Resolution pursuant to
Section 2.03 or (ii) with respect to Securities which will bear interest based
on a specified percentage of London interbank offered quotations, a day which is
also a day on which banks in London, England are open for business (including
dealings in foreign exchange and foreign currency deposits).


                                       2
<PAGE>

               "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.

               "Certificate of Authentication" shall mean the certificate issued
by the Trustee or the Authenticating Agent as to the form of Security issued
under the Indenture.

               "Commission" shall mean the Securities and Exchange Commission,
as from time to time constituted, created under the Exchange Act, or, if at any
time after the execution of this instrument such Commission is not existing and
performing the duties now assigned to it under the Trust Indenture Act, then the
body performing such duties at such time.

               "Common Securities" shall mean undivided beneficial interests
in the assets of a Countrywide Trust which rank pari passu with Preferred
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 Preferred Securities.

               "Common Securities Guarantee" shall mean, in respect of any
Countrywide Trust, any guarantee that the Company 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.

               "Company" shall mean Countrywide Credit Industries, Inc., a
corporation duly organized and existing under the laws of the State of Delaware,
and, subject to the provisions of Article X hereof, shall include its successors
and assigns.

               "Component", with respect to a composite currency, shall mean the
currency amounts that are components of such composite currency on the
Conversion Date with respect to such composite currency. If the official unit of
any component currency is altered by way of combination or subdivision, the
amount of such currency in the Component shall be proportionately divided or
multiplied. If two or more component currencies are consolidated into a single
currency, the amounts of those currencies as Components shall be replaced by an
amount in such single currency equal to the sum of the amounts of such
consolidated component currencies expressed in such single currency, and such
amount shall thereafter be a Component. If after such Conversion Date any
component currency shall be divided into two or more currencies, the amount of
such currency as a Component shall be replaced by amounts of such two or more
currencies, each of which shall be equal to the amount of such former component
currency divided by the number of currencies into which such component currency
was divided, and such amounts shall thereafter be Components.

               "Conversion Date" shall have the meaning given to such term in
Section 2.16(d)(ii).


                                       3
<PAGE>

               "Countrywide Trust" shall mean a Delaware business trust, or
any other similar trust created for the purpose of issuing securities in
connection with the issuance of Securities under this Indenture, the Common
Securities of which are owned, directly or indirectly, by the Company.

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

               "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.

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

               "Default" shall mean any event, act or condition that with notice
or lapse of time, or both, would constitute an Event of Default.

               "Defaulted Interest" shall have the meaning given to such term in
Section 2.05.

               "Defeasance Agent" shall have the meaning given to such term in
Section 11.05(c).

               "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.

               "Discharged" shall have the meaning given to such term in Section
11.05(b).

               "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.

               "Exchange Rate" shall mean, unless otherwise specified in
accordance with Section 2.03, (a) with respect to Dollars in which payment is to
be made on a series of Debt Securities denominated in a composite currency, the
exchange rate between Dollars and such composite currency reported by the agency
or organization, if any, designated pursuant to Section 2.03(10) on the
applicable record date with respect to an Interest Payment Date or the fifteenth
day immediately preceding the Stated Maturity of an installment of


                                       4
<PAGE>

principal, or on such other date provided herein, as the case may be; (b) with
respect to Dollars in which payment is to be made on a series of Debt Securities
denominated in a Foreign Currency, the noon Dollar buying rate for that currency
for cable transfers quoted by the exchange rate agent in The City of New York on
the record date with respect to an Interest Payment Date or the fifteenth day
immediately preceding the Stated Maturity of an installment of principal, or on
such other date provided herein, as the case maybe, as certified for customs
purposes by the Federal Reserve Bank of New York and (c) with respect to Foreign
Currency in which payment is to be made on a series of Debt Securities converted
into Dollars pursuant to Section 2.16(d), the noon Dollar selling rate for that
currency for cable transfers quoted by the exchange rate agent in The City of
New York on the second Business Day preceding an Interest Payment Date or the
second Business Day preceding the Stated Maturity of an installment of
principal, or on such other date provided herein, as the case may be, as
certified for customs purposes by the Federal Reserve Bank of New York. If for
any reason such rates are not available with respect to one or more currencies
for which an Exchange Rate is required, the Company shall use such quotation of
the Federal Reserve Bank of New York as of the most recent available date, or
quotations from one or more commercial banks in The City of New York or in the
country of issue of the currency in question, or such other quotations as the
Company, in each case, shall deem appropriate. If there is more than one market
for dealing in any currency by reason of foreign exchange regulations or
otherwise, the market to be used in respect of such currency shall be the
largest market upon which a nonresident issuer of securities designated in such
currency would purchase such currency in order to make payments in respect of
such securities.

               "Exchange Rate Officers' Certificate", with respect to any
date for the payment of principal of (and premium, if any) and interest on any
series of Debt Securities, shall mean a certificate setting forth the applicable
Exchange Rate as of the record date with respect to an Interest Payment Date or
the fifteenth day immediately preceding the Stated Maturity of an installment of
principal, as the case may be, and the amounts payable in Dollars in respect of
the principal of (and premium, if any) and interest on Debt Securities
denominated in any Foreign Currency, and signed by the Chairman of the Board,
the President, any Vice President, any Assistant Vice President, the Treasurer,
any Assistant Treasurer, the Controller or any Assistant Controller of the
Company and delivered to the Trustee.

               "Foreign Currency" shall mean any currency, currency unit or
composite currency, including, without limitation, the euro, issued by the
government of one or more countries other than the United States of America or
by any recognized confederation or association of such governments.

               "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" shall mean 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.


                                       5
<PAGE>

               "Guarantor" shall mean Countrywide Home Loans, Inc., a New York
corporation.

               "Indenture" shall mean, with respect to each series of Securities
for which a Person is acting as Trustee, this instrument as originally executed
or as it may from time to time be supplemented or amended by one or more
indentures supplemental hereto entered into pursuant to the applicable
provisions hereof and shall include the terms of particular series of Securities
for which such Person is Trustee established as contemplated by Section 2.03,
exclusive, however, of any provisions or terms which relate solely to other
series of Securities for which such Person is not Trustee, regardless of when
such terms or provisions were adopted, and exclusive of any provisions or terms
adopted by means of one or more indentures supplemental hereto executed and
delivered after such Person had become such Trustee but to which such Person, as
such Trustee, was not a party.

               "Institutional Trustee" shall have the meaning set forth in the
Declaration of the applicable Countrywide Trust.

               "interest" shall mean, when used with respect to noninterest
bearing Securities, interest payable after the Stated Maturity.

               "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 Stated Maturity
of an installment of interest with respect to Debt Securities of that series.

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

               "Officers' Certificate" shall mean a certificate signed by two
Authorized Officers, one of whom must be the principal financial officer, and
delivered to the 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.

               "Opinion of Counsel" shall mean an opinion in writing signed by
legal counsel experienced in the matters as to which such opinion is being
delivered, who may be an employee of or counsel to the Company or the Guarantor,
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.

               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

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


                                       6
<PAGE>

               (b)    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 the Stated Maturity thereof, notice of
                      such redemption shall have been given as provided in
                      Article XIV or provision satisfactory to the Trustee shall
                      have been made for giving such notice; and

               (c)    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, other than any such Debt
                      Securities in respect of which there shall have been
                      presented to the Trustee proof satisfactory to it that
                      such Debt Securities are held by a protected purchaser
                      (within the meaning of Article 8 of the Uniform Commercial
                      Code) in whose hands such Debt Securities are valid
                      obligations of the Company.

provided, however, that in determining whether the holders of the requisite
principal amount of Debt Securities outstanding have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or are present at
a meeting of Securityholders for quorum purposes, (i) the principal amount of a
Security denominated in a Foreign Currency shall be deemed to have a principal
amount determined by an exchange rate agent (as evidenced by a certificate of
such exchange rate agent) by converting the principal amount of such Debt
Security in the Foreign Currency in which such Debt Security is denominated into
Dollars at the Exchange Rate as of 9:00 A.M., New York time, on the date such
request, demand, authorization, direction, notice, consent or waiver is
delivered to the Trustee and, where it is hereby expressly required, to the
Company (or, if there is no such rate on such date for the reasons specified in
Section 2.16(d)(i) of the Indenture, such rate on the rate specified in such
Section), and (ii) Securities owned by the Company, the Guarantor or any other
obligor upon the Securities or any Affiliate of the Company, the Guarantor or
such other obligor, shall be disregarded and deemed not to be outstanding,
except that, in determining whether the Trustee shall be protected in making any
such determination or relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Securities which a Responsible
Officer actually knows to be so owned shall be so disregarded. Securities so
owned which shall have been pledged in good faith may be regarded as outstanding
if the pledgee establishes to the satisfaction of the Trustee (A) the pledgee's
right so to act with respect to such Securities and (B) that the pledgee is not
the Company, the Guarantor or any other obligor upon the Securities or any
coupons appertaining thereto or an Affiliate of the Company, the Guarantor or
such other obligor.

               "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.

               "Predecessor Security" of any particular Security shall mean
every previous Security evidencing all or a portion of the same debt and


                                       7
<PAGE>

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.

               "Preferred 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 whether or not designated for the
purposes of identification as preferred securities or capital securities;
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 Preferred Securities.

               "Preferred Securities Guarantee" shall mean, in respect of any
Countrywide Trust, any guarantee that the Company may enter into with The Bank
of New York or other Persons that operates directly or indirectly for the
benefit of holders of Preferred Securities of such Countrywide Trust.

               "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.

               "Responsible Officer", when used with respect to the Trustee,
shall mean an officer within the corporate trust department of the Trustee, who
shall have direct responsibility for the administration of the Declaration and
any other officer to whom such matter is referred because of that officer's
knowledge of and familiarity with the particular subject.

               "Security" or "Securities" shall have the meaning stated in the
second recital of this Indenture and more particularly shall mean any Debt
Security or Debt Securities, as the case may be, with a Guarantee endorsed
thereon.

               "Securityholder" or "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.

               "Security Register" shall have the meaning given to such term in
Section 2.07.

               "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


                                       8
<PAGE>

of such obligor for the reimbursement on any letter of credit, banker's
acceptance, security purchase facility or similar credit transaction; (v) all
obligations of such obligor to make payment or delivery pursuant to the terms of
financial instruments such as (a) securities contracts and foreign currency
exchange contracts, (b) derivative instruments, such as swap agreements
(including interest rate and foreign exchange rate swap agreements), cap
agreements, floor agreements, collar agreements, interest rate agreements,
foreign exchange rate agreements, options, commodity futures contracts,
commodity option contracts and (c) in the case of both (a) and (b) above,
similar financial instruments, (vi) all obligations of the type referred to in
clauses (i) through (v) of other Persons for the payment of which such obligor
is responsible or liable as obligor, guarantor or otherwise; and (vii) all
obligations of the type referred to in clauses (i) through (vi) 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 that Senior Indebtedness
shall not include (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 Securities, (2)
any indebtedness between or among the Company or the Guarantor and any of its
Affiliates, including 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 Preferred Securities or of other securities that rank
pari passu with, or junior to, the Preferred Securities.

               "Stated Maturity" with respect to any Security or any
installment of principal thereof or interest thereon, shall mean the date
established by or pursuant to this Indenture or such Security as the fixed date
on which the principal of such Security or such installment of principal or
interest is due and payable.

               "Subsidiary" shall mean with respect to any Person, (i) any
corporation at least a majority of whose 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
whose outstanding partnership or similar interests 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 only by reason of the occurrence of a
contingency.

               "Trustee" shall mean the Person identified as "Trustee" in the
first paragraph hereof, and, subject to the provisions of Article VI 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.


                                       9
<PAGE>

               "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 Sections 5.07 and 13.08(b).

               "Trust Securities" shall mean Common Securities and Preferred
Securities of a Countrywide Trust.

               "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.

                                   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:


                                       10
<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 Sections 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 and the right,
        if any, to extend the date or dates of such payment;

               (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;

               (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


                                       11
<PAGE>

        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 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)   (A) the currency of denomination of the Debt Securities of
        any series, which may be in Dollars or any Foreign Currency, (B) if such
        Debt Securities are denominated in a Foreign Currency which is a
        composite currency, the agency or organization, if any, responsible for
        overseeing such composite currency and (C) if such Debt Securities are
        denominated in a Foreign Currency other than a composite currency, the
        capital city of the country of such Foreign Currency;

               (11)   the designation of the currency or currencies in which
        payment of the principal of (and premium, if any) and interest on the
        Debt Securities of the series will be made, and, if such currency or
        currencies is a Foreign Currency, whether payment of the principal (and
        premium, if any) or the interest on such Debt Securities, at the
        election of a Securityholder thereof, may instead be payable in Dollars
        and the terms and conditions upon which such election may be made;

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

               (13)   the form of the Securities of the series including the
        form of the Certificate of Authentication of such series;

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

               (15)   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;

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


                                       12
<PAGE>

               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.

               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 deliver 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


                                       13
<PAGE>

                             supplemental indenture as permitted by Section 2.03
                             in conformity with the provisions of this
                             Indenture;

                      (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 and
deliver 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.

               No Debt Security shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose, unless there appears on
such Debt Security a Certificate of Authentication substantially in the form
provided for herein executed by the Trustee by manual signature, and such
certificate upon any Debt Security shall be conclusive evidence, and the only
evidence that such Debt Security has been duly authenticated and delivered
hereunder and is entitled to the benefits under this Indenture.

               SECTION 2.05. Date and Denomination of Securities.

               The Securities shall be issuable in such form 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 as registered Securities without
coupons and in the denominations of $1,000 and any multiple thereof. Securities
denominated in a Foreign Currency shall be issuable in such denominations as are
established with respect to such Securities in or pursuant to this Indenture.
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


                                       14
<PAGE>

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 any
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:

               (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 10 days prior to the date of the proposed payment and
        not less than 10 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
        10 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 2.03 hereof, the term "regular record
date" as used in this Section with respect to a series


                                       15
<PAGE>

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
2.03 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 2.03
hereof shall occur, if such Interest Payment Date is the fifteenth day of a
month, whether or not such date is a Business Day.

               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 and delivered by the Trustee
or the Authenticating Agent, or disposed of by the Company, such Securities
nevertheless may be authenticated and delivered 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(15), 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 deliver


                                       16
<PAGE>

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 deliver in the 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
II 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, 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 of such
Security 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 mailing of a notice of redemption of Securities of such series, 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.


                                       17
<PAGE>

               The Trustee may authenticate any such substituted Security and
deliver 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 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.



                                       18
<PAGE>

               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
deliver 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 deliver 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.

               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 dispose of all cancelled Securities
in accordance with its customary procedures. 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 to
another nominee of


                                       19
<PAGE>

the Depositary or to a successor Depositary or to a nominee of such successor
Depositary."

               (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 to another nominee of the Depositary for
such series, or to a successor Depositary for such series selected or approved
by the Company or to a nominee of such successor Depositary.

               (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 deliver 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 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 deliver 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.


                                       20
<PAGE>

               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 the 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.

               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


                                       21
<PAGE>

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.

               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 Home Loans, 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 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.


                                       22
<PAGE>

               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.

               SECTION 2.16. Payment in Currencies.

               (a)    Payment of the principal of (and premium, if any) and
interest on the Debt Securities of any series shall be made in the currency or
currencies specified pursuant to Section 2.03; provided that in the case of Debt
Securities of a series denominated in one or more Foreign Currencies the holder
of a Debt Security of such series may elect to receive such payment in Dollars
if authorized pursuant to Section 2.03(11).

               A Securityholder may make such election by delivering to the
Trustee a written notice thereof, substantially in the form attached hereto as
Exhibit A or in such other form as may be acceptable to the Trustee, not later
than the close of business on the record date immediately preceding the
applicable Interest Payment Date or the fifteenth day immediately preceding the
Stated Maturity of an installment of principal, as the case may be. Such
election shall remain in effect with respect to such holder until such holder
delivers to the Trustee a written notice rescinding such election, provided that
any such notice must be delivered to the Trustee not later than the close of
business on the record date immediately preceding the next Interest Payment Date
or the fifteenth day immediately preceding the Stated Maturity of an installment
of principal, as the case may be, in order to be effective for the payment to be
made thereon; and provided, further, that no such rescission may be made with
respect to payments to be made on any Debt Security with respect to which notice
of redemption has been given by the Company pursuant to Article XIV.

               (b)    If at least one holder has made the election referred to
in subsection (a) above to receive payments in Dollars on a series of Debt
Securities denominated in one or more Foreign Currencies, then the Trustee shall
deliver to the Company, not later than the fourth


                                       23
<PAGE>

Business Day after the record date with respect to an Interest Payment Date or
the tenth day immediately preceding the Stated Maturity of an installment of
principal, as the case may be, a written notice specifying the amount of
principal of (and premium, if any) and interest on such series of Debt
Securities to be paid in Dollars on such payment date.

               (c)    Except as otherwise specified as contemplated by Section
2.03 hereof, if at least one holder has made the election referred to in
subsection (a) above to receive payments in Dollars on a series of Debt
Securities denominated in one or more Foreign Currencies, then the amount
receivable by holders of a series of Debt Securities who have elected payment in
Dollars shall be determined by the Company on the basis of the applicable
Exchange Rate set forth in the applicable Exchange Rate Officer's Certificate.
The Company shall deliver, not later than the eighth day following each record
date or the sixth day immediately preceding the Stated Maturity of an
installment of principal, as the case may be, to the Trustee an Exchange Rate
Officer's Certificate in respect of the payments to be made to such holders on
such payment date.

               (d)    (i) If the Foreign Currency in which a series of Debt
Securities is denominated is not available to the Company for making payment
thereof due to the imposition of exchange controls or other circumstances beyond
the control of the Company, then with respect to each date for the payment of
principal of (and premium, if any) and interest on such series of Debt
Securities occurring after the final date on which the Foreign Currency was so
used, all payments with respect to the Debt Securities of any such series shall
be made in Dollars. If payment is to be made in Dollars to the holders of any
such series of Debt Securities pursuant to the provisions of the preceding
sentence, then the amount to be paid in Dollars on a payment date by the Company
to the Trustee and by the Trustee or any paying agent to holders shall be
determined by an exchange rate agent and shall be equal to the sum obtained by
converting the specified Foreign Currency into Dollars at the applicable
Exchange Rate, or if no rate is quoted for such Foreign Currency, the last date
such rate is quoted.

               (ii) If any composite currency in which a Debt Security is
denominated or payable ceases to be used for the purposes for which it was
established or is not available due to circumstances beyond the control of the
Company, then with respect to each date for the payment of principal of (and
premium, if any) and interest on a series of Debt Securities denominated in such
composite currency (the "Conversion Date") occurring after the last date on
which the composite currency was so used, all payments with respect to the Debt
Securities of any such series shall be made in Dollars. If payment with respect
to Debt Securities of a series denominated in a composite currency is to be made
in Dollars pursuant to the provisions of the preceding sentence, then the amount
to be paid in Dollars on a payment date by the Company to the Trustee and by the
Trustee or any paying agent to holders shall be determined by an exchange rate
agent and shall be equal to the sum of the amounts obtained by converting each
Component of such composite currency into Dollars at its respective Exchange
Rate, multiplied by the number of units of the composite currency that would
have been so paid had the composite currency not ceased to be so used.

               (e)    All decisions and determinations of an exchange rate agent
regarding the Exchange Rate or conversion of Foreign Currency (other than a
composite currency) into Dollars pursuant to subsection (d)(i) above or the
conversion of a composite currency into Dollars pursuant to subsection (d)(ii)
shall, in the absence of manifest error, be conclusive for all


                                       24
<PAGE>

purposes and irrevocably binding upon the Company, the Trustee, any paying agent
and all holders of the Debt Securities. If a Foreign Currency (other than a
composite currency) in which payment of a series of Debt Securities may be made,
pursuant to subsection (a) above, is not available to the Company for making
payments thereof due to the imposition of exchange controls or other
circumstances beyond the control of the Company, the Company, after learning
thereof, will give notice thereof to the Trustee immediately (and the Trustee
promptly thereafter will give notice to the Securityholders) specifying the last
date on which the Foreign Currency was used for the payment of principal of (and
premium, if any) or interest on such series of Debt Securities. In the event any
composite currency in which a Debt Security is denominated or payable ceases to
be used for the purposes for which it was established or is not available due to
circumstances beyond the control of the Company, the Company, after learning
thereof, will give notice thereof to the Trustee immediately (and the Trustee
promptly thereafter will give notice to the Securityholders). In the event of
any subsequent change in any Component, the Company, after learning thereof,
will give notice to the Trustee similarly (and the Trustee promptly thereafter
will give notice to the Securityholders). The Trustee shall be fully justified
and protected in relying and acting upon the information so received by it from
the Company and shall not otherwise have any duty or obligation to determine
such information independently.

               SECTION 2.17. Optional Extension of Stated Maturity.

               If specified as contemplated by Section 2.03 with respect to the
Securities of a particular series, the Company and the Guarantor shall have the
right to (a) change the Stated Maturity of the principal of the Securities of
such series upon the dissolution of the applicable Countrywide Trust and the
exchange of such Securities for the Preferred Securities of such Countrywide
Trust, or (b) extend the Stated Maturity of the principal of the Securities of
such series; provided that, at the time any election to extend such Stated
Maturity is made and at the time of such extension, (i) neither the Company nor
the Guarantor is in bankruptcy, otherwise insolvent or in liquidation, (ii)
neither the Company nor the Guarantor is in default in the payment of any
interest or principal on the Debt Securities of such series or under the
Guarantee in respect thereof, as the case may be, and no deferred interest
payments thereon have accrued, (iii) the applicable Countrywide Trust is not in
arrears on payments of Distributions on its Preferred Securities and no deferred
Distributions thereon have accumulated, (iv) the Securities of such series are
rated not less than - by Standard & Poor's Ratings Services or - by Moody's
Investors Service, Inc. or the equivalent by any other nationally recognized
statistical rating organization and (v) the extended Stated Maturity is no later
than the 49th anniversary of the initial issuance of the Preferred Securities of
the applicable Countrywide Trust; provided, further, that, if the Company
exercises its right to dissolve the applicable Countrywide Trust and exchange
the Securities of such series for the Preferred Securities of such Countrywide
Trust as specified in clause (a) above, any changed Stated Maturity of the
principal of the Securities of such series shall be no earlier than the date
that is five years after the initial issue date of the Preferred Securities and
no later than the date 30 years (plus an extended term of up to an additional 19
years if the above-referenced conditions are satisfied) after the initial issue
date of the Preferred Securities of the applicable Countrywide Trust.


                                       25
<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 Security Register or (ii) if so specified with respect to
the Securities of such series as contemplated by Section 2.03, by wire transfer
to any account designated by the holder of Debt Securities entitled thereto.

               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 of 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.


                                       26
<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 cause to be paid 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 within 120 days after the
end of each fiscal year, commencing with the first calendar year of the issuance
of Securities of any series under this Indenture, so long as Securities of any
series are outstanding hereunder, a Certificate 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 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, all without regard to periods of grace or
notice requirements.


                                       27
<PAGE>

               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 X 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 an Event of Default, (ii)
the Guarantor shall be in default with respect to its payment of any obligations
under the Preferred 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) neither the Guarantor nor the
Company shall declare or pay any dividend on, make any distributions with
respect to, or redeem, purchase, acquire or make a liquidation payment with
respect to, any of its capital stock or make any guarantee payments with respect
thereto (other than (i) repurchases, redemptions or other acquisitions of shares
of capital stock of the Company in connection with the satisfaction by the
Company of its obligations under any employee benefit plans or any other
contractual obligation of the Company (other than a contractual obligation
ranking pari passu with or junior to the Securities), (ii) as a result of a
reclassification of the Company's or the Guarantor's capital stock or the
exchange or conversion of one class or series of the Company's or the
Guarantor's capital stock for another class or series of the Company's or the
Guarantor's 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 capital stock of the
Company or the Guarantor or rights to acquire such capital stock with the
Company's or the Guarantor's capital stock or the rights to acquire such capital
stock), (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 issued by the Guarantor or the Company which rank pari passu
with or junior to such Securities and (c) the Guarantor and the Company shall
not make any guarantee payments with respect to the foregoing (other than
pursuant to the Preferred Securities Guarantee or the Guarantee).

               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 Company will (i) maintain 100% direct or indirect ownership of the Common
Securities of such Countrywide Trust; provided, however, that any permitted
successor of the Company under this Indenture may succeed to the Company's
ownership of the Common Securities, (ii) use its reasonable efforts to cause
such Countrywide Trust (a) to remain a statutory 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,


                                       28
<PAGE>

consolidations or amalgamations, each as permitted by the Declaration of such
Countrywide Trust, and (b) to otherwise continue not to be treated as an
association taxable as a corporation or partnership 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. Notice of Default.

               The Company or the Guarantor shall file with the Trustee written
notice of the occurrence of any Event of Default within 5 Business Days of its
becoming aware of any such Event of Default.

                                   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 cause 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 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


                                       29
<PAGE>

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
        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 the 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 one or more of such
        objections, the 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 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 the 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 Company.


                                       30
<PAGE>

               (a)    The Company covenants and agrees to file with the Trustee,
within 15 days after the Company is required to file the same with the
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 the
Commission may from time to time by rules and regulations prescribe) which the
Company may be required to file with the Commission pursuant to Section 13 or
Section 15(d) of the Exchange Act; or, if the Company is not required to file
information, documents or reports pursuant to either of such sections, then to
file with the Trustee and the Commission, in accordance with rules and
regulations prescribed from time to time by the 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 Company covenants and agrees to file with the Trustee
and the Commission, in accordance with the rules and regulations prescribed from
time to time by the Commission, such additional information, documents and
reports with respect to compliance by the Company 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 Company 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 Company 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
Commission.

               (d)    The Company covenants and agrees to furnish to the Trustee
within 120 days of the end of each fiscal year, the compliance certificate
required by Section 314(a)(4) of the Trust Indenture Act.

               (e)    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, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on 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 April 15 following the date of this
Indenture deliver to Securityholders a brief report, dated as of such April 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


                                       31
<PAGE>

Securities are listed, with the Commission and with the Company. The Company
will promptly notify the Trustee when the Securities are listed on any stock
exchange and of any delisting thereof.

                                    ARTICLE V

                   REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                               ON EVENT OF DEFAULT

               SECTION 5.01. Events of Default.

               "Event of Default", with respect to any series of Securities,
wherever used herein, means any one of the following events (whatever the reason
for such Event of Default and whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of any
court or any order, rule or regulation of any administrative or governmental
body), unless it is either inapplicable to a particular series or it is
specifically deleted or modified in the supplemental indenture under which such
series of Securities is issued or in the form of Security for such 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 particular series of
                      Securities established as contemplated in this Indenture
                      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 the Stated
                      Maturity, upon redemption (including redemption for any
                      sinking fund), by declaration or otherwise; provided,
                      however, that a valid extension of the Stated Maturity of
                      such Securities in accordance with the terms of any
                      particular series of Securities established as
                      contemplated in this Indenture shall not constitute a
                      default in the payment of principal or premium, if any,
                      for this purpose; or

               (c)    the Company or the Guarantor defaults in the performance,
                      or breach, 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 contemplated in this Indenture),
                      and continuance of such default or breach for a period of
                      60 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, a written notice specifying


                                       32
<PAGE>

                      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 60 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 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, 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 Securities to holders of 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, then, and in
each and every such case, unless the principal of all of the Securities of such
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 of all Securities of that series and the interest accrued
thereon, if any, 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 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


                                       33
<PAGE>

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 specified in the Securities
of such series (or at the respective rates of interest 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 in this Indenture, 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 an Event
of Default under Sections 5.01(a), (b), (c) or (f) shall have occurred and be
continuing, 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 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 a trustee in respect thereof) upon the
overdue installments of interest at the rate 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.


                                       34
<PAGE>

               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.

               If an Event of Default under Sections 5.01(d) or (e) shall have
occurred, 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 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 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


                                       35
<PAGE>

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 XV hereof; and

               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), 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. The holders of each series of Securities denominated in a Foreign
Currency shall be entitled to receive a ratable portion of the amount determined
by an exchange rate agent by converting the principal amount outstanding of such
series of Securities in the currency in which such series of Securities is
denominated into Dollars at the Exchange Rate as of the date of declaration of
acceleration of the Stated Maturity of the Securities (or, if there is no such
rate on such date for the reasons specified in Section 2.16(d) of the Indenture,
such rate on the date specified in such Section).

               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


                                       36
<PAGE>

security or indemnity satisfactory to the Trustee 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 such 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.

               The Company, the Guarantor and the Trustee acknowledge that
pursuant to each Declaration, the holders of Preferred Securities are entitled,
in the circumstances and subject to the limitations set forth therein, to
commence a Direct Action (as defined therein) with respect to any Event of
Default under this Indenture.

               SECTION 5.05. Proceedings by Trustee.

               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 the last paragraph of Section
2.08 with respect to the replacement or payment of mutilated, lost or stolen
Securities, all powers and remedies given by this Article V 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


                                       37
<PAGE>

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 V 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 Stated 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 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) of the covenants contained in Section 3.06; 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 impair any right consequent thereon. Upon any such waiver the
Company, the Guarantor, the Trustee and the holders of the Securities of that
series (or of all Securities, as the case may be) 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


                                       38
<PAGE>

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.

               The foregoing provisions shall be in lieu of Sections
316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act and such sections are
hereby expressly excluded from this Indenture and the Securities, as permitted
by the Trust Indenture Act.

               SECTION 5.08. Notice of Defaults.

               The Trustee shall, within 60 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 90 days after the Trustee
has notified the Company and the Guarantor of 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 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.


                                       39
<PAGE>

                                   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 person would exercise or use under the circumstances in the conduct of
his or her 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;

               (b)    the Trustee shall not be liable for any error of judgment
                      made in good faith by a Responsible Officer 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


                                       40
<PAGE>

                      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 conclusively 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, suffered or 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 security or indemnity satisfactory to the
                      Trustee 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 (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 person


                                       41
<PAGE>

                      would exercise or use under the circumstances in the
                      conduct of his or her 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 indemnity
                      satisfactory to the Trustee against such expense or
                      liability as a condition to so proceeding;

               (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), custodians, nominees 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;

               (h)    the Trustee shall not be deemed to have notice of any
                      Default or Event of Default unless a Responsible Officer
                      of the Trustee has actual knowledge thereof or unless
                      written notice of any event which is in fact such a
                      default is received by the Trustee at the principal office
                      of the Trustee, and such notice references the Securities
                      and this Indenture;

               (i)    the rights, privileges, protections, immunities and
                      benefits given to the Trustee, including, without
                      limitation, its right to be indemnified, are extended to,
                      and shall be enforceable by, the Trustee in each of its
                      capacities hereunder, and to each agent, custodian and
                      other Person employed to act hereunder; and

               (j)    (k) the Trustee may request that the Company and the
                      Guarantor deliver Officers' Certificates setting forth the
                      names of individuals and/or titles of officers authorized
                      at such time to take specified actions pursuant to this
                      Indenture, which Officers' Certificates may be signed by
                      any person authorized to sign an Officers' Certificate,
                      including any person specified as so authorized in any
                      such certificate previously delivered and not superseded.

               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


                                       42
<PAGE>

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 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 and any amounts paid by the Trustee to
any Authenticating Agent pursuant to Section 6.14) 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 and 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 (whether
asserted by the Company, the Guarantor, a holder of Securities or any other
Person) 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


                                       43
<PAGE>

additional indebtedness hereunder, and shall survive the resignation or removal
of the Trustee and the termination of this Indenture. 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) or Section
5.01(e), 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 resignation or
removal of the Trustee and satisfaction and discharge 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 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 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 report 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.


                                       44
<PAGE>

               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,
at the expense of the Company, any court of competent jurisdiction for the
appointment of a successor trustee, or any Securityholder who has been a bona
fide holder of a 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


                                       45
<PAGE>

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)    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 provided in subsection (a) of this Section 6.10, may petition,
at the expense of the Company, 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


                                       46
<PAGE>

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.

               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
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


                                       47
<PAGE>

direction in the authentication and delivery of Securities of any series issued
upon exchange or registration of 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 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 all or substantially all of
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.


                                       48
<PAGE>

                                   ARTICLE VII

                         CONCERNING THE SECURITYHOLDERS

               SECTION 7.01. Action by Securityholders.

               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 VIII hereof, or (c) by a combination of such instrument or instruments
and any such record of such a meeting of such Securityholders.

               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.


                                       49
<PAGE>

               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 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 a Responsible Officer 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,


                                       50
<PAGE>

irrespective of whether or not any notation in regard thereto is made upon such
Security or any Security issued in exchange or substitution therefor.

                                  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
VIII 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 V hereof;

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

               (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


                                       51
<PAGE>

Company, the Guarantor or such Securityholders may determine the time and the
place in said 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 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 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


                                       52
<PAGE>

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 X
                      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 period may
                      be shorter or longer than that allowed in the case of
                      other


                                       53
<PAGE>

                      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 as
                      evidenced by an Opinion of Counsel delivered to the
                      Trustee;

               (h)    to comply with the requirements of the Commission in order
                      to effect or maintain the qualification of this Indenture
                      under the Trust Indenture Act; or

               (i)    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


                                       54
<PAGE>

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.

               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 66 2/3% in aggregate principal amount of the Securities
at the time outstanding of all series affected by such supplemental indenture
(voting as a class), and in the case of Securities issued to a Countrywide
Trust, the holders of 66 2/3% in aggregate liquidation amount of the related
Preferred Securities, 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 affected thereby (and each Preferred
Security, if applicable), (i) extend the Stated 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 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; 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


                                       55
<PAGE>

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 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 and that it is proper for the Trustee under the
provisions of this Article to join in the execution thereof.

               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 IX 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 IX, 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 IX 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.


                                       56
<PAGE>

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

               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 IX.

                                    ARTICLE X

                   CONSOLIDATION, MERGER, SALE AND CONVEYANCE

               SECTION 10.01. Company May Consolidate, Etc., Only on Certain
                              Terms.

               The Company shall not consolidate with or merge into any other
corporation or convey or transfer its properties and assets substantially as an
entirety to any Person, unless:

               (1)    the corporation formed by such consolidation or into which
        the Company is merged or the Person which acquires by conveyance or
        transfer the properties and assets of the Company substantially as an
        entirety shall be a corporation organized and existing under the laws of
        the United States of America, any political subdivision thereof or any
        state thereof and shall expressly assume, by an indenture supplemental
        hereto, executed and delivered to the Trustee, in form satisfactory to
        the Trustee, the due and punctual payment of the principal of (and
        premium, if any) and interest on all the Debt Securities and the
        performance of every covenant of this Indenture on the part of the
        Company to be performed or observed;

               (2)    immediately after giving effect to such transaction, no
        Event of Default, and no event which, after notice or lapse of time, or
        both, would become an Event of Default, shall have happened and be
        continuing;

               (3)    the Company has delivered to the Trustee an Officers'
        Certificate and an Opinion of Counsel, each stating that such
        consolidation, merger, conveyance or transfer and such supplemental
        indenture comply with this Article and that all conditions precedent
        herein provided for relating to such transaction have been complied
        with; and

               (4)    the Guarantor has delivered to the Trustee an Officers'
        Certificate and an Opinion of Counsel, each stating that the Guarantor's
        obligations hereunder shall remain in full force and effect thereafter.

               SECTION 10.02. Successor Corporation Substituted for Company.

               Upon any consolidation with or merger into any other corporation,
or any conveyance or transfer of the properties and assets of the Company
substantially as an entirety in accordance with Section 10.01, the successor
corporation formed by such consolidation or into which the Company is merged or
the successor Person to which such conveyance or transfer is made shall succeed
to, and be substituted for, and may exercise every right and power of, the
Company under this Indenture with the same effect as if such successor had been
named as the


                                       57
<PAGE>

Company herein, and thereafter the predecessor corporation shall be relieved of
all obligations and covenants under this Indenture and the Debt Securities.

               SECTION 10.03. Guarantor May Consolidate, Etc., Only on Certain
                              Terms.

               The Guarantor shall not consolidate with or merge into any other
corporation or convey or transfer its properties and assets substantially as an
entirety to any Person, unless:

               (1)    the corporation formed by such consolidation or into which
        the Guarantor is merged or the Person which acquires by conveyance or
        transfer the properties and assets of the Guarantor substantially as an
        entirety shall be a corporation organized and existing under the laws of
        the United States of America, any political subdivision thereof or any
        state thereof and shall expressly assume, by an indenture supplemental
        hereto, executed and delivered to the Trustee, in form satisfactory to
        the Trustee, the Guarantees endorsed on the Debt Securities and the
        performance of every covenant of this Indenture on the part of the
        Guarantor to be performed or observed;

               (2)    immediately after giving effect to such transaction, no
        Event of Default, and no event which, after notice or lapse of time, or
        both, would become an Event of Default, shall have happened and be
        continuing;

               (3)    the Guarantor has delivered to the Trustee an Officers'
        Certificate and an Opinion of Counsel, each stating that such
        consolidation, merger, conveyance or transfer and such supplemental
        indenture comply with this Article and that all conditions precedent
        herein provided for relating to such transaction have been complied
        with; and

               SECTION 10.04. Successor Corporation Substituted for Guarantor.

               Upon any consolidation with or merger into any other corporation,
or any conveyance or transfer of the properties and assets of the Guarantor
substantially as an entirety in accordance with Section 10.03, the successor
corporation formed by such consolidation or into which the Guarantor is merged
or the successor Person to which such conveyance or transfer is made shall
succeed to, and be substituted for, and may exercise every right and power of,
the Guarantor under this Indenture with the same effect as if such successor had
been named as the Guarantor herein, and thereafter the predecessor corporation
shall be relieved of all obligations and covenants under this Indenture and the
Guarantees.

               SECTION 10.05. Assumption by Guarantor.

               The Guarantor, or a Subsidiary thereof, may directly assume, by
an indenture supplemental hereto, executed and delivered to the Trustee, in form
satisfactory to the Trustee, the due and punctual payment of the principal of
(and premium, if any) and interest on all the Debt Securities and the
performance of every covenant of this Indenture on the part of the Company to be
performed or observed. Upon any such assumption, the Guarantor or such
Subsidiary shall succeed to, and be substituted for and may exercise every right
and power of, the Company under this Indenture with the same effect as if the
Guarantor or such Subsidiary had been named as the Company herein and the
Company shall be released from its liability as obligor on the Debt Securities.
No such assumption shall be permitted unless the Guarantor has


                                       58
<PAGE>

delivered to the Trustee an Officers' Certificate and an Opinion of Counsel,
each stating that such assumption and supplemental indenture comply with this
Article, and that all conditions precedent herein provided for relating to such
transaction have been complied with and that, in the event of assumption by a
Subsidiary, the Guarantees remain in full force and effect.

                                   ARTICLE XI

                     SATISFACTION AND DISCHARGE OF INDENTURE

               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 the Stated
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 Stated 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 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 that 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 6.06 and
11.04 shall survive, and the Trustee, on demand of the Company and the Guarantor
accompanied by any 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.


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<PAGE>

               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. 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 two 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 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.

               (a)    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 upon satisfaction of the applicable conditions set
forth below with respect to any series of Securities:

               (i)    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 (A) money in an amount, or (B) 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 (C) a
                      combination of (A) and (B), sufficient, in the opinion
                      (with respect to (B) and (C)) 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;

               (ii)   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;


                                       60
<PAGE>

               (iii)  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

               (iv)   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 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.

               (b)    "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 2.07,
2.08, 5.03 and 11.04; and (C) the rights, powers, trusts, duties and immunities
of the Trustee hereunder.

               (c)    "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 hereunder. In
the event such a Defeasance Agent is appointed pursuant to this section, the
following conditions shall apply:

               (i)    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;

               (ii)   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.


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<PAGE>

                                  ARTICLE XII

                    IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                             OFFICERS AND DIRECTORS

               SECTION 12.01. Indenture and Securities Solely Corporate
                              Obligations.

               No recourse under or upon any obligation, covenant or agreement
of this Indenture, or of any Debt Security or any Guarantee, or for any claim
based thereon or otherwise in respect thereof, shall be had against any
incorporator, stockholder, officer or director, as such, past, present or
future, of the Company or 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 this
Indenture and the obligations issued hereunder are solely corporate obligations
of the Company or the Guarantor, and that no such personal liability whatever
shall attach to, or is or shall be incurred by, the incorporators, stockholders,
officers or directors, as such, of the Company or the Guarantor or of any
successor corporation of the Company or the Guarantor, or any of them, because
of the creation of the indebtedness hereby authorized, or under or by reason of
the obligations, covenants or agreements contained in this Indenture or in any
Debt Securities or any Guarantee or implied therefrom; and that any and all such
personal liability, either at common law or in equity or by constitution or
statute, of, and any and all such rights and claims against, every such
incorporator, stockholder, officer or director, as such, because of the creation
of the indebtedness hereby authorized, or under or by reason of the obligations,
covenants or agreements contained in this Indenture or in any Debt Securities or
any Guarantee or implied therefrom, are hereby expressly waived and released as
a condition of, and as a consideration for, the execution of this Indenture and
the issuance of the Securities.

                                  ARTICLE XIII

                            MISCELLANEOUS PROVISIONS

               SECTION 13.01. Successors.

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

               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.


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<PAGE>

               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 as
to the Company or the Guarantor, as the case may be, and as to any successor
corporation.

               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 first class 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, 4500 Park Granada, Calabasas, California 91302,
Attention: ______________. 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 Administration.

               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.

               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.


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<PAGE>

               SECTION 13.07. Legal Holidays.

               In any case where an Interest Payment Date or the Stated Maturity
of the Securities will fall on 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 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
Interest Payment Date or the Stated Maturity, as the case may be, and no
interest shall accrue for the period from and after such Interest Payment Date
or Stated Maturity.

               SECTION 13.08. Trust Indenture Act to Control.

               (a)    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.

               (b)    Notwithstanding the foregoing, any provisions contained in
this Indenture as to directions and waivers by Securityholders or impairment of
Securityholders' rights to payment shall be in lieu of Sections 316(a)(1)(A) and
316(a)(1)(B) of the Trust Indenture Act and such sections are hereby expressly
excluded from this Indenture and the Securities, as permitted by the Trust
Indenture Act.

               SECTION 13.09. Table of Contents, Headings, etc.

               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. 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. 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. Assignment.

               The Company and the Guarantor will have the right at all times to
assign any of its 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,


                                       64
<PAGE>

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 hereto and their respective successors and
assigns. This Indenture may not otherwise be assigned by the parties hereto.

               SECTION 13.13. Acknowledgment of Rights.

               The Company and the Guarantor acknowledge that, with respect to
any Securities held by a 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, any holder of Preferred Securities may institute legal
proceedings directly against the Company or the Guarantor 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 or
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 Company and the Guarantor
acknowledge that a holder of Preferred 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 Preferred 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. Applicability of Article.

               The provisions of this Article shall be applicable to the Debt
Securities of any series which are redeemable before their Stated 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


                                       65
<PAGE>

not affect the validity of the proceedings for the redemption of any other Debt
Security of such series.

               Each such notice of redemption shall identify the Debt Securities
to be redeemed (including CUSIP numbers), specify the date fixed for redemption,
the redemption price at which Debt 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 10:00 a.m. New York City time on 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 the Debt Securities of a series are to be redeemed, the
Company will give the Trustee notice not less than 60 days prior to the
redemption date as to the aggregate principal amount of Debt Securities of that
series to be redeemed and, in the case of a partial redemption, 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
deliver to the holder thereof, at the expense of the Company, a new Debt
Security or Debt Securities of such series of authorized


                                       66
<PAGE>

denominations, in principal amount equal to the unredeemed portion of the Debt
Security so presented and having endorsed thereon a duly executed Guarantee.

               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


                                       67
<PAGE>

$50,000 (or a lesser sum if the Company shall so request) with respect to the
Debt Securities of 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 at the Stated Maturity 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 Stated
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 XIV. 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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<PAGE>

                                   ARTICLE XV

                           SUBORDINATION OF SECURITIES

               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 XV; 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, and
rank pari passu and equivalent to creditor obligations of those holding general
unsecured claims not entitled to statutory priority under the United States
Bankruptcy Code or otherwise, in each case whether outstanding at the date of
this Indenture or thereafter incurred.

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

               SECTION 15.02. Default on Senior Indebtedness.

               No payment may be made of the principal of, premium, if any, or
interest on the Securities, or in respect of any redemption, retirement,
purchase or other acquisition of any of the Securities, at any time when (i)
there is a default in the payment of the principal of, premium, if any, interest
on or otherwise in respect of any Senior Indebtedness, whether at maturity or at
a date fixed for prepayment or by declaration or otherwise, or (ii) any event of
default with respect to any Senior Indebtedness has occurred and is continuing,
or would occur as a result of such payment on the Securities or any redemption,
retirement, purchase or other acquisition of any of the Securities, permitting
the holders of such Senior Indebtedness (or a trustee on behalf of the holders
thereof) to accelerate the maturity thereof.

               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 representatives, or to the trustee or trustees
under any indenture pursuant to which any of such Senior Indebtedness may have
been issued, as their 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 and only the amounts
specified in such notice to the Trustee shall be paid to the holders of Senior
Indebtedness.


                                       69
<PAGE>

               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, winding-up,
liquidation or reorganization of the Company or the Guarantor, whether voluntary
or involuntary or in bankruptcy, insolvency, receivership or other proceedings,
all amounts 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 their 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 under the provisions of this Article
XV, 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 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.

               For purposes of this Article XV, 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 XV 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


                                       70
<PAGE>

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 X 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 X 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. Subrogation.

               Subject to the payment in full of all Senior Indebtedness of the
Company or the Guarantor, the rights of 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 under the provisions of this Article XV,
and no payment over pursuant to the provisions of this Article XV 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 XV 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 XV 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 or the Guarantor, as the case may be, which is absolute and
unconditional, to pay to the holders of the Securities the principal of,
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
XV 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.


                                       71
<PAGE>

               Upon any payment or distribution of assets of the Company or the
Guarantor referred to in this Article XV, the Trustee, subject to the provisions
of Article VI 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 XV.

               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 XV 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 prompt written notice to
a Responsible Officer of 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 XV.
Notwithstanding the provisions of this Article XV 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 XV, unless and until a Responsible Officer 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 VI 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 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 VI 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


                                       72
<PAGE>

pursuant to this Article XV, 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 XV, 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 XV 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 XV,
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 VI 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 XV or otherwise.

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

               SECTION 15.08. Subordination May Not Be Impaired.

               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 XV 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


                                       73
<PAGE>

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.






                                       74
<PAGE>

               This instrument maybe executed in any number of counterparts,
each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.

               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 CREDIT INDUSTRIES, INC.


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


                                        COUNTRYWIDE HOME LOANS, INC.


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


                                        THE BANK OF NEW YORK, as Trustee


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


<PAGE>



STATE OF CALIFORNIA        )
COUNTY OF LOS ANGELES      )    SS.:

On the _____ day of ____________, 2001 before me personally came
____________________, to me known, who, being by me duly sworn, did depose and
say that he resides at ______________________________; that he is
_________________ of Countrywide Credit Industries, Inc., one of the
corporations described in and which executed the foregoing instrument; that he
knows the seal of said corporation; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by authority of the Board of
Directors of said corporation; and that he signed his name thereto by like
authority.


                                        ----------------------------------------
                                        Notary Public
                                        Commission expires:

        Seal


<PAGE>



STATE OF CALIFORNIA        )
COUNTY OF LOS ANGELES      )    SS.:

On the _____ day of ____________, 2001 before me personally came
____________________, to me known, who, being by me duly sworn, did depose and
say that he resides at ______________________________; that he is
_________________ of Countrywide Home Loans, Inc., one of the corporations
described in and which executed the foregoing instrument; that he knows the seal
of said corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by authority of the Board of Directors of said
corporation; and that he signed his name thereto by like authority.


                                        ----------------------------------------
                                        Notary Public
                                        Commission expires:

        Seal


<PAGE>



STATE OF NEW YORK          )
COUNTY OF [           ]    )    SS.:

On the _____ day of ____________, 2001 before me personally came
____________________, to me known, who, being by me duly sworn, did depose and
say that he resides at ______________________________; that he is
_________________ of The Bank of New York, one of the corporations described in
and which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation; and that he signed his name thereto by like authority.


                                        ----------------------------------------
                                        Notary Public
                                        Commission expires:

        Seal


<PAGE>



                                                                       Exhibit A


                     Form of election to receive payments in
                     U.S. Dollars or to rescind such election


The undersigned, registered owner of certificate number - _______________ (the
"Certificate"), representing [name of series of Debt Securities] (the "Debt
Securities") in an aggregate principal amount of _______________, hereby

        [ ]    elects to receive all payments in respect of the Debt Securities
               in U.S. Dollars. Subject to the terms and conditions set forth in
               the indenture under which the Debt Securities were issued (the
               "Indenture"), this election shall take effect on the next record
               date after this election form is received by the Trustee and
               shall remain in effect until it is rescinded by the undersigned
               or until the Certificate is transferred or paid in full at Stated
               Maturity.

        [ ]    rescinds the election previously submitted by the undersigned to
               receive all payments in respect of the Debt Securities in U.S.
               Dollars represented by the Certificate. Subject to the terms and
               conditions set forth in the Indenture, this rescission shall take
               effect on the next record date after this election form is
               received by the Trustee, or, in the case of Stated Maturity of an
               installment of principal, the fifteenth day immediately preceding
               such Stated Maturity.

The undersigned acknowledges that, except as provided in the Indenture, any
costs incurred by or on behalf of the Company in connection with the conversion
of foreign currency into U.S. Dollars shall be borne by the undersigned through
deduction from payments required to be made to the undersigned pursuant to the
terms of the Indenture.

All capitalized terms used herein, unless otherwise defined herein, shall have
the meanings assigned to them in the Indenture.


                                        ----------------------------------------
                                        (Name of Owner)

                                        ----------------------------------------
                                        (Signature of owner)