EXHIBIT 2
THIS NOTE IS A GLOBAL NOTE AND IS REGISTERED IN THE NAME OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC") OR A NOMINEE THEREOF. UNLESS
AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC, TO A
NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A
NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS NOTE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC TO COUNTRYWIDE HOME LOANS, INC. OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
No. R-__ PRINCIPAL AMOUNT
CUSIP No. 00000XXX0 $_______________
COUNTRYWIDE HOME LOANS, INC.
6.85% NOTES DUE 2004
UNCONDITIONALLY GUARANTEED AS TO PAYMENT OF
PRINCIPAL AND INTEREST BY
COUNTRYWIDE CREDIT INDUSTRIES, INC.
Countrywide Home Loans, Inc., a corporation duly organized and
existing under the laws of the State of New York (herein called the
"Company," which term includes any successor corporation under the
Indenture herein referred to), for value received hereby promises to pay to
_____________________, or registered assigns, the principal sum of
$_________________________
on June 15, 2004 and to pay interest thereon at a rate of 6.85% per annum
from June 24, 1999, or from the most recent date in respect of which
interest has been paid or duly provided for, semiannually on June 15 and
December 15 in each year (each, an "Interest Payment Date"), commencing
December 15, 1999, and at maturity until the principal hereof is paid or
duly made available for payment. The interest so payable and punctually
paid or duly provided for on any Interest Payment Date will, as provided in
such Indenture, be paid to the Person in whose name this Note (or one or
more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest, which shall be the June 1 or
December 1 (whether or not a Business Day) next preceding such Interest
Payment Date. Any such interest which is payable, but is not punctually
paid or duly provided for on any Interest Payment Date ("Defaulted
Interest"), shall forthwith cease to be payable to the registered Holder on
such Regular Record Date, and may be paid to the Person in whose name this
Note (or one or more Predecessor Securities) is registered at the close of
business on a special record date (the "Special Record Date") for the
payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to the Holder of this Note not less than ten days
prior to such Special Record Date, or may be paid at any time in any other
lawful manner, as more completely described in the Indenture.
Except as otherwise set forth below, payment of the principal of and
the interest on this Note will be made at the office or agency of the
Company maintained for that purpose in the Borough of Manhattan, The City
of New York, in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private
debts; provided, however, that payment of interest may be made at the
option of the Company by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register.
This Note is one of the series of 6.85% Notes due 2004 (the "Notes").
Interest on the Notes shall be calculated on the basis of a 360-day
year of twelve 30-day months.
The Company will, subject to the exceptions and limitations set forth
below, pay as additional interest on the Notes, such additional amounts as
are necessary in order that the net payment by the Company or a paying
agent of the principal of and interest on the Notes to a Holder who is a
non-United States person (as defined below), after deduction for any
present or future tax, assessment or other governmental charge of the
United States or a political subdivision or taxing authority thereof or
therein, imposed by withholding with respect to the payment, will not be
less than the amount provided in the Notes to be then due and payable
("Additional Amounts"); provided, however, that the foregoing obligation to
pay Additional Amounts shall not apply:
(1) to any tax, assessment or other governmental charge that is
imposed or withheld solely by reason of the Holder, or a fiduciary,
settlor, beneficiary, member or shareholder of the holder if the
Holder is an estate, trust, partnership or corporation, or a Person
holding a power over an estate or trust administered by a fiduciary
Holder, being considered as:
(a) being or having been present or engaged in a trade or
business in the United States or having had a permanent
establishment in the United States;
(b) having a current or former relationship with the United
States, including a relationship as a citizen or resident
thereof;
(c) being or having been a foreign or domestic personal
holding company, a passive foreign investment company or a
controlled foreign corporation with respect to the United States
or a corporation that has accumulated earnings to avoid United
States federal income tax;
(d) being or having been a "10-percent shareholder" of the
Company as defined in section 871 (h) (3) of the United States
Internal Revenue Code or any successor provision; or
(e) being a bank receiving payments on an extension of
credit made pursuant to a loan agreement entered into in the
ordinary course of its trade or business;
(2) to any Holder that is not the sole beneficial owner of the
Note, or a portion thereof, or that is a fiduciary or partnership, but
only to the extent that a beneficiary or settlor with respect to the
fiduciary, a beneficial owner or member of the partnership would not
have been entitled to the payment of an Additional Amount had the
beneficiary, settlor, beneficial owner or member received directly its
beneficial or distributive share of the payment;
(3) to any tax, assessment or other governmental charge that is
imposed or withheld solely by reason of the failure of the Holder or
any other Person to comply with certification, identification or
information reporting requirements concerning the nationality,
residence, identity or connection with the United States of the Holder
or beneficial owner of such Note, if compliance is required by
statute, by regulation of the United States Treasury Department or by
an applicable income tax treaty to which the United States is a party
as a precondition to exemption from such tax, assessment or other
governmental charge;
(4) to any tax, assessment or other governmental charge that is
imposed otherwise than by withholding by the Company or a paying agent
from the payment;
(5) to any tax, assessment or other governmental charge that is
imposed or withheld solely by reason of a change in law, regulation,
or administrative or judicial interpretation that becomes effective
more than 15 days after the payment becomes due or is duly provided
for, whichever occurs later;
(6) to any estate, inheritance, gift, sales, excise, transfer,
wealth or personal property tax or similar tax, assessment or other
governmental charge;
(7) to any tax, assessment or other governmental charge required
to be withheld by any paying agent from any payment of principal of or
interest on any Note, if such payment can be made without such
withholding by any other paying agent; or
(8) in the case of any combination of items (1), (2), (3), (4),
(5), (6) and (7).
Except as specifically provided herein, the Company shall not be
required to make any payment with respect to any tax, assessment or other
governmental charge imposed by any government or a political subdivision or
taxing authority thereof or therein.
The term "United States" means the United States of America (including
the States and the District of Columbia) and its territories, its
possessions and other areas subject to its jurisdiction and "United States
person" means any individual who is a citizen or resident of the United
States, a corporation or partnership created or organized in or under the
laws of the United States, any state thereof or the District of Columbia
(other than a partnership that is not treated as a United States person
under any applicable Treasury regulations), any estate the income of which
is subject to United States federal income taxation regardless of its
source, or any trust if a court within the United States is able to
exercise primary supervision over the administration of the trust and one
or more United States persons have the authority to control all substantial
decisions of the trust. Notwithstanding the preceding sentence, to the
extent provided in the Treasury regulations, certain trusts in existence on
August 20, 1996, and treated as United States persons prior to such date
that elect to continue to be treated as United States persons will also be
a United States person. "Non-United States person" means a person who is
not a United States person.
The Company may vary or terminate the appointment of any of its paying
or transfer agencies, and may appoint additional paying or transfer
agencies, but the Company will, as long as any of the Notes remain listed
on the Luxembourg Stock Exchange, maintain a paying and transfer agent
having offices in Luxembourg. So long as any of the Notes remain listed on
the Luxembourg Stock Exchange, notices will be given to Holders of Notes by
publication at least once in a daily newspaper of general circulation in
Luxembourg.
[REVERSE OF NOTE]
This Note is one of the duly authorized issue of Notes of the Company
issued and to be issued under and pursuant to an Indenture, dated as of
January 1, 1992, as supplemented by Supplemental Indenture No. 1, dated as
of June 15, 1995 (as so supplemented and as may be further supplemented or
amended from time to time, the "Indenture"), among the Company, Countrywide
Credit Industries, Inc. (the "Guarantor") and The Bank of New York, as
trustee (herein referred to as the "Trustee," which term includes any
successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a description
of the rights, limitation of rights, obligations, duties and immunities
thereunder of the Trustee, the Company, the Guarantor and the Holders (the
words "Holders" or "Holder" meaning the registered holders or registered
holder of the Notes), and the terms upon which the Notes are, and are to
be, authenticated and delivered.
The Notes are not subject to redemption by the Company prior to
maturity, provided, however, if, as a result of any change in, or amendment
to, the laws (or any regulations or rulings promulgated thereunder) of the
United States (or any political subdivision or taxing authority thereof or
therein), or any change in, or amendments to, an official position
regarding the application or interpretation of such laws, regulations or
rulings, which change or amendment is announced or becomes effective on or
after June 24, 1999, the Company becomes or, based upon a written opinion
of independent counsel selected by the Company, will become obligated to
pay Additional Amounts as described herein, then the Company may, at its
option, redeem, as a whole, but not in part, the Notes on not less than 30
nor more than 60 days prior notice, at a Redemption Price equal to 100% of
their principal amount, together with interest accrued but unpaid thereon
to the Redemption Date.
The Notes are not subject to any sinking fund.
In case an Event of Default with respect to the Notes shall occur and
be continuing, the principal of all of the Notes may be declared due and
payable in the manner and with the effect and subject to the conditions
provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of
the Company and the Guarantor and the rights of the Holders of the Debt
Securities of each series to be affected under the Indenture at any time by
the Company and the Trustee with the consent of the Holders of not less
than a majority in aggregate principal amount of the Debt Securities at the
time Outstanding of each series affected thereby. The Indenture also
contains provisions permitting the Holders of specified percentages in
aggregate principal amount of the Debt Securities of each series at the
time Outstanding, on behalf of the Holders of all Debt Securities of each
series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults or Events of Default under the
Indenture and their consequences. Any such consent or waiver by the Holder
of this Note shall be conclusive and binding upon such Holder and upon all
future Holders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent or waiver is made upon this Note.
The Guarantor, or a Subsidiary thereof, may directly assume, by a
supplemental indenture, the due and punctual payment of the principal of
and interest on, all the Securities, in which case the Company shall be
released from its liability as obligor on the Securities.
If money sufficient to pay the redemption price with respect to and
accrued interest on the principal amount of this Note to be redeemed on the
redemption date is deposited with the Trustee on or before the redemption
date and certain other conditions are satisfied, then on and after such
date, interest will cease to accrue on the principal amount of this Note
called for redemption.
No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and interest on this
Note, at the place, at the respective times, at the rate, and in the coin
or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations set
forth therein and on the face hereof, the transfer of this Note may be
registered on the Security Register of the Company, upon surrender of this
Note for registration of transfer at the office or agency of the Company in
the Borough of Manhattan, The City of New York, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company duly executed by, the Holder hereof or by his attorney duly
authorized in writing, and thereupon one or more new Notes, of authorized
denominations and for the same aggregate principal amount, will be issued
to the designated transferee or transferees.
The Notes are issuable only in registered form without coupons in
denominations of $1,000 and integral multiples thereof. As provided in the
Indenture and subject to certain limitations set forth therein and on the
face hereof, the Notes are exchangeable for a like aggregate principal
amount of Notes in authorized denominations as requested by the Holder
surrendering the same. If (x) any Depositary is at any time unwilling or
unable to continue as Depositary and a successor depositary is not
appointed by the Company within 60 days, (y) the Company executes and
delivers to the Trustee a Company Order to the effect that this Note shall
be exchangeable or (z) an Event of Default has occurred and is continuing
with respect to the Notes, this Note shall be exchangeable for Notes in
definitive form of like tenor and of an equal aggregate principal amount,
in denominations of $1,000 and integral multiples thereof. Such definitive
Notes shall be registered in such name or names as the Depositary shall
instruct the Trustee. If definitive Notes are so delivered, the Company may
make such changes to the form of this Note as are necessary or appropriate
to allow for the issuance of such definitive Notes.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer,
the Company, the Guarantor, the Trustee and any agent of the Company, the
Guarantor, or the Trustee may treat the Person in whose name this Note is
registered as the owner hereof for all purposes, whether or not this Note
is overdue, and none of the Company, the Guarantor, the Trustee nor any
such agent shall be affected by notice to the contrary.
No recourse shall be had for the payment of the principal of, or
premium, if any, or interest on, this Note, for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Indenture
against any incorporator, stockholder, officer, director or employee, as
such, past, present or future, of the Company or the Guarantor or any
successor corporation, whether by virtue of any constitution, statute or
rule of law, or by the enforcement of any assessment or penalty or
otherwise, all such liability being, by the acceptance hereof and as part
of the consideration for the issue hereof, expressly waived and released.
All terms used in this Note which are defined in the Indenture, but
not in this Note, shall have the meanings assigned to them in the
Indenture.
The Indenture and the Notes shall be governed by and construed in
accordance with the laws of the State of New York.
Unless the certificate of authentication hereon has been executed by
the Trustee under the Indenture, by the manual signature of one of its
authorized officers, this Note shall not be entitled to any benefits under
the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, Countrywide Home Loans, Inc. has caused this
instrument to be duly executed, manually or by facsimile, and its corporate
seal or a facsimile of its corporate seal to be imprinted hereon.
COUNTRYWIDE HOME LOANS, INC.
(SEAL) By:
-------------------------
Name:
Title:
Attest:
----------------------
Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the Debt Securities of the series designated therein
referred to in the within-mentioned Indenture.
Dated:
THE BANK OF NEW YORK,
as Trustee
By:
-------------------------------
Authorized Signatory
GUARANTEE OF COUNTRYWIDE CREDIT INDUSTRIES, INC.
FOR VALUE RECEIVED, Countrywide Credit Industries, Inc., a corporation
duly organized and existing under the laws of the State of Delaware (the
"Guarantor"), hereby unconditionally guarantees to the Holder of the Note
upon which this Guarantee is endorsed the due and punctual payment of the
principal of and interest on said Note, when and as the same shall become
due and payable, whether at maturity or otherwise, according to the terms
thereof and of the Indenture referred to therein. In case of the failure of
Countrywide Home Loans, Inc. (the "Company") punctually to pay any such
principal 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 or otherwise, and as if such payment were made
by the Company.
The Guarantor hereby agrees that its obligations hereunder shall be as
principal and not merely as surety, and shall be absolute, irrevocable and
unconditional, irrespective of and shall be unaffected by, any invalidity,
irregularity, or unenforceability of said Note or said Indenture, any
waiver, modification, consent or indulgence granted to the Company with
respect thereto, by the holder of said Note or the Trustee under said
Indenture, the recovery of any judgment against the Company or any action
to enforce the same, or any other circumstance which might otherwise
constitute a legal or equitable discharge of a surety or guarantor. The
Guarantor hereby waives diligence, presentment, demand of payment, filing
of claims with a court in the event of merger, insolvency or bankruptcy of
the Company, any right to require a proceeding first against the Company,
protest or notice with respect to said Note or the indebtedness evidenced
thereby and all demands whatsoever, and covenants that this Guarantee will
not be discharged except by payment in full of the principal of and
interest on said Note and the complete performance of all other obligations
contained in said Note and in this Guarantee.
The Guarantor shall be subrogated to all rights of the holder of said
Note against the Company in respect of any amounts paid to such Holder by
the Guarantor pursuant to the provisions of this Guarantee; provided,
however, that the Guarantor shall not be entitled to enforce, or to receive
any payments arising out of or based upon, such right of subrogation until
the principal of and interest on all Notes of the Company known as the
"6.85% Notes due 2004" shall have been paid in full and its other
obligations under said Indenture completed.
The Guarantor hereby certifies and warrants that all acts, conditions
and things required to be done and performed and to have happened precedent
to the creation and issuance of this Guarantee and to constitute the valid
obligation of the Guarantor have been done and performed and have happened
in due compliance with all applicable laws.
This Guarantee as endorsed on said Note shall not be entitled to any
benefit under said Indenture or become valid or obligatory for any purpose
with respect to a Note until the certificate of authentication on said Note
shall have been manually signed by or on behalf of the Trustee under said
Indenture.
This Guarantee shall be governed by and construed in accordance with
the laws of the State of New York.
IN WITNESS WHEREOF, Countrywide Credit Industries, Inc. has caused
this Guarantee to be duly executed manually or by facsimile by its duly
authorized officer under its corporate seal.
COUNTRYWIDE CREDIT INDUSTRIES, INC.
By:
--------------------------------
Name:
Title:
(SEAL)
Attest:
---------------------------
Secretary
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
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Please insert social security number or other identifying number of
assignee:
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Please print or type name and address (including zip code) of assignee:
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the within Note and all rights thereunder, hereby irrevocably constituting
and appointing __________________________________________ to transfer said
Note of Countrywide Home Loans, Inc. on the books of the Company, with full
power of substitution in the premises.
Dated:__________
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within instrument in every particular, without
alteration or enlargement, or any change whatsoever.
