<PAGE> 1
EXHIBIT 4.2
CENTEX CORPORATION
Issuer
and
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION
Trustee
INDENTURE SUPPLEMENT NO. 4
Dated as of June 19, 2000
to
INDENTURE
Dated as of October 1, 1998
9.750% Notes due June 15, 2005
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C> <C> <C>
ARTICLE ONE DEFINITIONS..........................................................................................1
ARTICLE TWO TERMS AND ISSUANCE OF THE NOTES......................................................................3
Section 2.01. Issuance and Designation...............................................................3
Section 2.02. Form and Other Terms of Notes; Incorporation of Terms..................................3
Section 2.03. Place and Method of Payment............................................................3
ARTICLE THREE ADDITIONAL COVENANTS...............................................................................4
Section 3.01. Limitation on Liens....................................................................4
Section 3.02. Limitation on Sale and Lease-Back Transactions.........................................5
ARTICLE FOUR DEFEASANCE..........................................................................................6
Section 4.01. Option to Effect Legal Defeasance or Covenant Defeasance...............................6
Section 4.02. Legal Defeasance.......................................................................6
Section 4.03. Covenant Defeasance....................................................................6
Section 4.04. Conditions to Covenant Defeasance......................................................7
ARTICLE FIVE MISCELLANEOUS.......................................................................................8
Section 5.01. Ratification of Indenture..............................................................8
Section 5.02. Redemption.............................................................................8
Section 5.03. Conflict with Trust Indenture Act......................................................8
Section 5.04. Effect of Headings.....................................................................8
Section 5.05. Counterparts...........................................................................8
Section 5.06. Severability...........................................................................8
Section 5.07. Benefits of Indenture Supplement.......................................................8
Section 5.08. Acceptance of Trusts...................................................................8
Section 5.09. Governing Law..........................................................................8
EXHIBIT A - Form of Note
</TABLE>
i
<PAGE> 3
INDENTURE SUPPLEMENT NO. 4 ("Indenture Supplement"), dated as
of June 19, 2000, between CENTEX CORPORATION, a Nevada corporation (together
with its successors and assigns as provided in the Indenture referred to below,
the "Company"), and CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, a national
banking association (together with its successors in trust thereunder as
provided in the Indenture referred to below, the "Trustee"), as trustee under
an Indenture dated as of October 1, 1998 (the "Indenture").
PRELIMINARY STATEMENT
Section 2.02 of the Indenture provides, among other things,
that the Company may, when authorized by its Board of Directors, and the
Trustee may at any time and from time to time, enter into a series supplement
to the Indenture for the purpose of authorizing one or more Series of Senior
Debt Securities and to specify certain terms of each such Series of Senior Debt
Securities. The Board of Directors of the Company has duly authorized the
creation of a Series of Senior Debt Securities to be known as the Company's
9.750% Notes due 2005 (the "Notes"), and the Company and the Trustee are
executing and delivering this Indenture Supplement in order to provide for the
issuance of the Notes.
ARTICLE ONE
Definitions
Except to the extent such terms are otherwise defined in this
Indenture Supplement or the context clearly requires otherwise, all terms used
in this Indenture Supplement which are defined in the Indenture or the form of
Note attached hereto as Exhibit A, either directly or by reference therein,
shall have the meanings assigned to them therein.
As used in this Indenture Supplement, the following terms
shall have the following meanings:
CONSOLIDATED NET TANGIBLE ASSETS:
The term "Consolidated Net Tangible Assets" shall mean the
aggregate amount of assets included on the most recent consolidated balance
sheet of the Company and its subsidiaries, less applicable reserves and other
properly deductible items and after deducting therefrom (a) all current
liabilities and (b) all goodwill, trade names, trademarks, patents, unamortized
debt discount and expense, and other like intangibles, all in accordance with
generally accepted accounting principles consistently applied.
DEPOSITARY:
The term "Depositary" shall mean, unless otherwise specified
by the Company, The Depository Trust Company, New York, New York, or any
successor thereto registered as a Clearing Agency under the Securities Exchange
Act of 1934, as amended, or any successor statute or regulation.
<PAGE> 4
FUNDED INDEBTEDNESS:
The term "Funded Indebtedness" shall mean notes, bonds,
debentures or other similar evidences of indebtedness for money borrowed which
by their terms mature at or are extendible or renewable at the option of the
obligor to a date more than 12 months after the date of the creation of such
debt.
GLOBAL SECURITY:
The term "Global Security" shall mean a single Note that is
issued to evidence Notes having identical terms and provisions, which is
delivered to the Depositary or pursuant to instructions of the Depositary and
which shall be registered in the name of the Depositary or its nominee.
INTEREST PAYMENT DATE:
The term "Interest Payment Date" means the Stated Maturity of
an installment of interest on the Notes.
MATURITY DATE:
The term "Maturity Date," when used with respect to any Note,
shall mean the date on which the principal of such Note becomes due and payable
in accordance with its terms and the terms of this Indenture as therein or
herein provided, whether at Stated Maturity, upon declaration of acceleration,
call for redemption or otherwise.
NOTEHOLDER; HOLDER:
The terms "Noteholder" or "Holder" shall mean any Person in
whose name at the time a particular Note is registered in the Senior Debt
Security Register kept for that purpose in accordance with the terms hereof.
REGULAR RECORD DATE:
The term "Regular Record Date" for the interest payable on
any Interest Payment Date shall mean the day which is fifteen calendar days
immediately prior to such Interest Payment Date, whether or not such day is a
business day.
REDEMPTION DATE:
The term "Redemption Date" for a Note shall mean the date
fixed for the redemption of such Note in accordance with the provisions of this
Indenture Supplement.
2
<PAGE> 5
SPECIAL RECORD DATE:
The term "Special Record Date" for the payment of any
defaulted interest means a date which is not less than ten and not more than
fifteen calendar days immediately preceding the Interest Payment Date of
defaulted interest on such Note established by notice given by first class mail
by or on behalf of the Company to the Holder of such Note not less than fifteen
calendar days prior to such Special Record Date.
STATED MATURITY:
The term "Stated Maturity" means, when used with respect to
any Note or any installment of interest thereon (including defaulted interest),
the date specified in such Note as the fixed date upon which the principal of
such Note or such installment of interest is due and payable.
ARTICLE TWO
Terms and Issuance of the Notes
Section 2.01. Issuance and Designation. A Series of Senior
Debt Securities which shall be designated as the Company's "9.750% Notes due
2005" shall be executed, authenticated and delivered in accordance with the
provisions of, and shall in all respects be subject to, the terms, conditions
and covenants of, the Indenture and this Indenture Supplement (including the
form of Note set forth in Exhibit A). The aggregate principal amount of the
Notes which may be authenticated and delivered under this Indenture Supplement
shall not, except as permitted by the provisions of the Indenture, exceed
$200,000,000, provided that the Company may, without the consent of the Holders
of the Notes, reopen this Series and issue additional Notes under the Indenture
and this Indenture Supplement in addition to the $200,000,000 of Notes
authorized as of the date hereof.
Section 2.02. Form and Other Terms of Notes; Incorporation of
Terms. The Notes shall be substantially in the form attached hereto as Exhibit
A. The terms of such Notes are herein incorporated by reference and are part of
this Indenture Supplement.
Section 2.03. Place and Method of Payment. The place of
payment in respect of the Notes will be at the principal office or agency of
the Company in Dallas, Texas or at the office or place of business of the
Trustee or its successor in trust under the Indenture, which, at the date
hereof, is located at Chase Global Trust, 600 Travis Street, Suite 1150,
Houston, Texas 77002. Payments in respect of principal or premium, if any, on
Notes will be made only against surrender of such Notes at such office.
Payments of interest on each Interest Payment Date with respect to each Note
will be made to the Person in whose name such Note is registered at the close
of business on the Regular Record Date immediately preceding such Interest
Payment Date by U.S. dollar check drawn on a bank in the City of New York or,
for Holders of at least $1,000,000 of Notes, by wire transfer to a dollar
account maintained by the payee with a bank in the United States; provided that
a written request from such Holder to such effect designating such account is
received by the Trustee or the Paying Agent no later than 30 calendar days
preceding such Interest Payment Date. Unless such designation is revoked, any
such designation
3
<PAGE> 6
made by such Holder with respect to such Note payable to such Holder will
remain in effect with respect to any further interest payments with respect to
such Note payable to such Holder. The Company will pay any administrative costs
imposed by banks in connection with making interest payments by wire transfer.
So long as the Depositary continues to make its "Same-Day
Funds Settlement System" available to the Company, payments due on Notes
represented by a Global Security registered in the name of the Depositary or
its nominee will be made in immediately available funds to the Depositary or
its nominee, as the case may be, as the registered owner of the Global Security
representing such Notes. The Company expects that the Depositary or its
nominee, upon receipt of any payment, will credit immediately participants'
accounts with payments in same-day funds in amounts proportionate to their
respective beneficial interests in such payments, as shown on the records of
the Depositary or its nominee. The Company also expects that payments by
participants and indirect participants to owners of beneficial interests in
such Global Security held through such Persons will be governed by standing
instructions and customary practices, as is now the case with securities
registered in the name of nominees for such customers, and will be the
responsibility of such participants and indirect participants.
ARTICLE THREE
Additional Covenants
Section 3.01. Limitation on Liens. The following provisions
shall apply to the Notes:
(a) The Company will not itself, and will not permit any of
its subsidiaries (other than Centex Financial Services, Inc. and its
subsidiaries) to, issue, assume or guarantee any indebtedness for
borrowed money ("Indebtedness") if such borrowed money is secured by a
mortgage, pledge, security interest, lien or other encumbrance (any
such mortgage, pledge, security interest, lien or other encumbrance
being hereinafter in this Section 3.01 referred to as a "Lien") on or
with respect to any of the properties or assets of the Company or any
such subsidiary or on any shares of capital stock or other equity
interests of any subsidiary that owns properties or assets (other than
Centex Financial Services, Inc. and its subsidiaries), whether, in
each case, owned at the date of this Indenture Supplement or
thereafter acquired, unless the Company makes effective provision
whereby the Notes are secured by such Lien equally and ratably with
any and all other borrowed money thereby secured; provided, however,
that the foregoing restrictions shall not be applicable to:
(i) any Lien existing on any of the Company's
properties or assets or shares of capital stock or other
equity interests at the date of this Indenture Supplement;
(ii) any Lien created by a subsidiary of the Company
in favor of the Company or any wholly-owned subsidiary;
4
<PAGE> 7
(iii) any Lien on any property or asset of any
corporation or other entity (or on any accession or
improvement to such asset or any proceeds thereof) existing
at the time such corporation or other entity becomes a
subsidiary of the Company or is merged or consolidated with
or into the Company or any of its subsidiaries;
(iv) any Lien on any property or asset existing at
the time of acquisition thereof (or on any accession or
improvement to such property or asset or any proceeds
thereof) by the Company or any of its subsidiaries;
(v) any Lien on any property or asset (or on any
accession or improvement to such property or asset or any
proceeds thereof) securing Indebtedness incurred or assumed
for the purpose of financing all or any part of the cost of
acquiring such property or asset or the making of any
improvement thereof; provided that such Lien attaches to such
property or asset concurrently with or within 180 days after
the acquisition thereof or the making of such improvement;
(vi) any Lien incurred in connection with pollution
control, industrial revenue or any similar financing;
(vii) any Lien arising out of the refinancing,
extension, renewal or replacement of any of the Liens
permitted by any of clauses (i) through (vi) above; provided
that the principal amount of the Indebtedness secured by the
Lien being refinanced, extended, reviewed or replaced is not
increased and is not secured by any additional properties or
assets; and
(viii) any Lien imposed by law.
(b) Notwithstanding the provisions of subsection (a) of this
Section 3.01, the Company or any of its subsidiaries may issue, assume
or guarantee Indebtedness secured by a Lien which would otherwise be
subject to the foregoing restrictions in an aggregate amount which,
together with all other such secured borrowings of the Company and its
subsidiaries and the Attributable Debt (as defined below) in respect
of Sale and Lease-Back Transactions (as defined in Section 3.02)
existing at such time (other than Sale and Lease-Back Transactions not
subject to the limitation contained in Section 3.02), does not at the
time exceed twenty percent (20%) of the Consolidated Net Tangible
Assets of the Company and its subsidiaries, as shown on the audited
consolidated balance sheet contained in the latest annual report to
stockholders of the Company. The term "Attributable Debt" as used in
this paragraph shall mean, as of any particular time, the present
value of the obligation of a lessee for rental payments during the
remaining term of any lease (including any period for which such lease
has been extended or may, at the option of the lessor, be extended).
Section 3.02. Limitation on Sale and Lease-Back Transactions.
The Company will not, nor will it permit any of its subsidiaries to, enter into
any arrangement with any Person (other than the Company) providing for the
leasing by the Company or a subsidiary of any of its
5
<PAGE> 8
properties or assets (except for temporary leases for a term of not more than
three (3) years and except for sales and leases of model homes), which property
or asset has been or is to be sold or transferred by the Company or such
subsidiary to such Person (herein referred to as a "Sale and Lease-Back
Transaction"), unless (a) the net proceeds to the Company or such subsidiary
from such sale or transfer equal or exceed the fair value (as determined by the
Board of Directors, the Chairman of the Board, the Vice Chairman, the President
or the principal financial officer of the Company) of the property or asset so
leased, (b) the Company or such subsidiary would be entitled to incur
Indebtedness secured by a Lien on the property or asset to be leased pursuant
to Section 3.01, (c) the Company shall, and in any such case the Company
covenants that it will, apply an amount equal to the fair value (as determined
by the Board of Directors, the Chairman of the Board, the Vice Chairman, the
President or the principal financial officer of the Company) of the property or
asset so leased to the retirement (other than any mandatory retirement), within
180 days of the effective date of any such Sale and Lease-Back Transaction, of
Funded Indebtedness of the Company, (d) such Sale and Lease-Back Transaction
relates to a sale which occurred within 180 days from the date of acquisition
of such property or asset by the Company or a subsidiary or the date of the
completion of construction or commencement of full operations on such property,
whichever is later, or (e) such transaction was consummated prior to the date
of this Indenture Supplement.
ARTICLE FOUR
Defeasance
Section 4.01. Option to Effect Legal Defeasance or Covenant
Defeasance. The Company may, at any time, with respect to the Notes, elect to
have either Section 13.01 of the Indenture or Section 4.03 of this Indenture
Supplement be applied to all outstanding Notes upon compliance with the
conditions set forth in Article Thirteen of the Indenture and below in this
Article Four.
Section 4.02. Legal Defeasance. Upon the Company's exercise
under Section 4.01 of the option applicable to Section 13.01 of the Indenture,
the Company may terminate its obligations under the Notes, the Indenture and
this Indenture Supplement by complying with the terms and conditions of Section
13.01 of the Indenture; provided, however, that the Opinion of Counsel
delivered to the Trustee will also state that either (A) the Company has
received from, or there has been published by, the Internal Revenue Service, a
ruling or (B) since the date hereof, there has been a change in the applicable
federal income tax law, in either case to the effect that, and based thereon
such Opinion of Counsel shall confirm that, the Holders of the outstanding
Notes will not recognize income, gain or loss for federal income tax purposes
as a result of such defeasance and will be subject to federal income tax on the
same amounts, in the same manner and at the same times as would have been the
case if such defeasance had not occurred.
Section 4.03. Covenant Defeasance. Upon the Company's
exercise under Section 4.01 of the option applicable to this Section 4.03, the
Company shall be released from its obligations under the covenants contained in
Article Three of this Indenture Supplement with respect to the outstanding
Notes on and after the date the conditions set forth below are satisfied
6
<PAGE> 9
("Covenant Defeasance"), and the Notes shall thereafter be deemed not
"outstanding" for the purposes of any direction, waiver, consent or declaration
or act of Holders (and the consequences of any thereof) in connection with such
covenants, but shall continue to be deemed "outstanding" for all other purposes
hereunder (it being understood that such Notes shall not be deemed outstanding
for accounting purposes). For this purpose, such Covenant Defeasance means
that, with respect to the outstanding Notes, the Company may omit to comply
with and shall have no liability in respect of any term, condition or
limitation set forth in any such covenant, whether directly or indirectly, by
reason of any reference elsewhere herein to any such covenant or by reason of
any reference in any such covenant to any other provision herein or in any
other document and such omission to comply shall not constitute a Default or an
Event of Default, but, except as specified above, the remainder of the
Indenture and such Notes shall be unaffected thereby. In addition, the
Company's exercise under Section 4.01 of the option applicable to this Section
4.03 shall not constitute an Event of Default.
Section 4.04. Conditions to Covenant Defeasance. The
following shall be the conditions to the application of Section 4.03 to the
outstanding Notes:
(1) the Company shall irrevocably have deposited or caused to
be deposited with the Trustee under the terms of an irrevocable trust
agreement in form and substance satisfactory to the Trustee, as trust
funds in trust solely for the benefit of the Holders of such Notes for
that purpose, money or direct non-callable obligations of, or
non-callable obligations guaranteed by, the United States of America
for the payment of which guarantee or obligation the full faith and
credit of the United States is pledged ("U.S. Government Obligations")
maturing as to principal and interest in such amounts and at such
times as are sufficient, as verified in a Certificate of a Firm of
Independent Public Accountants, without consideration of any
reinvestment of such interest, to pay principal of and interest on the
outstanding Notes to maturity or redemption as the case may be,
provided that the Trustee or any paying agent shall have been
irrevocably instructed to apply such money or the proceeds of such
U.S. Government Obligations to the payment of said principal and
interest with respect to the Notes. The Company may make an
irrevocable deposit pursuant to this Section 4.04 only if at such time
the Company shall have delivered to the Trustee and any such paying
agent an Officers' Certificate and an Opinion of Counsel, each stating
that all conditions herein precedent to the satisfaction and discharge
of this Indenture have been complied with and the Opinion of Counsel
further states that the making of such deposit (i) does not contravene
or violate any provision of any indenture, mortgage, loan agreement or
other similar agreement known to such counsel to which the Company is
a party or by which it or any of its property is bound, (ii) does not
require registration by the deposit referred to above under the
Investment Company Act of 1940, as amended, and (iii) to the effect
that the Holders of the outstanding Notes will not recognize income,
gain or loss for federal income tax purposes as a result of such
defeasance and will be subject to federal income tax in the same
amount, in the same manner and at the same times as would have been
the case if such defeasance had not occurred.
(2) Notwithstanding the foregoing paragraph, the Company's
obligations in Sections 2.06, 2.08, 5.01, 5.02, 5.05, 6.01, 8.06,
8.10, 13.04 and 13.05 of the Indenture
7
<PAGE> 10
shall survive until the Notes are no longer outstanding. Thereafter,
the Company's obligations in Sections 8.06, 13.04 and 13.05 of the
Indenture shall survive.
ARTICLE FIVE
Miscellaneous
Section 5.01. Ratification of Indenture. As supplemented by
this Indenture Supplement, the Indenture is in all respects ratified and
confirmed and the Indenture as so supplemented by this Indenture Supplement
shall be read, taken and construed as one and the same instrument.
Section 5.02. Redemption. Notwithstanding anything contained
in the Indenture, the Company may redeem any of the Notes upon the terms and
conditions contained in the Notes directly or indirectly from or in
anticipation of money borrowed having an interest cost to the Company of less
than the interest rate applicable to the Notes.
Section 5.03. Conflict with Trust Indenture Act. If any
provision hereof limits, qualifies or conflicts with another provision hereof
which is required to be included in this Indenture Supplement by any of the
provisions of the Trust Indenture Act, such required provisions shall control.
Section 5.04. Effect of Headings. The article and section
headings herein are included for convenience only and shall not affect the
construction hereof.
Section 5.05. Counterparts. This Indenture Supplement 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 5.06. Severability. In case any provision of this
Indenture Supplement or in the Notes shall be found invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.
Section 5.07. Benefits of Indenture Supplement. Nothing in
this Indenture Supplement or in the Notes, express or implied, shall give to
any Person, other than the parties hereto and their successors hereunder and
the Holders, any benefit or any legal or equitable right, remedy or claim under
this Indenture Supplement.
Section 5.08. Acceptance of Trusts. Chase Bank of Texas,
National Association hereby accepts the trusts in this Indenture Supplement
declared and provided, upon the terms and conditions herein and in the
Indenture set forth.
Section 5.09. Governing Law. This Indenture Supplement and
each Note issued hereunder shall be deemed to be a contract made under the laws
of the State of Texas, and for all purposes shall be construed in accordance
with the laws of said State.
8
<PAGE> 11
IN WITNESS WHEREOF, the Company and the Trustee have caused this
Indenture Supplement to be duly executed by their respective officers thereunto
duly authorized and their respective seals duly attested to be hereunto affixed
all as of the day and year first above written.
CENTEX CORPORATION
[SEAL]
By:
----------------------------
Name:
Title:
Attest:
-----------------------
Name:
Title:
CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION, as Trustee
[SEAL]
By:
----------------------------
Name:
Title:
Attest:
-----------------------
Name:
Title:
9
<PAGE> 12
STATE OF TEXAS )
)
COUNTY OF DALLAS )
BEFORE ME, the undersigned authority, a Notary Public in and
for said state, on this day personally appeared ______________ and
___________________, known to me to be the persons and officers whose names are
subscribed to the foregoing instrument and acknowledged to me that the same was
the act of the said CENTEX CORPORATION, a Nevada corporation, and that they
executed the same as the act of said corporation for the purposes and
consideration therein expressed, and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this ____ day of
_______, 2000.
-------------------------------------------
Notary Public in and for the State of Texas
-------------------------------------------
Printed Name of Notary Public
My commission expires:
----------------------------
STATE OF TEXAS )
)
COUNTY OF HARRIS )
BEFORE ME, the undersigned authority, a Notary Public in and
for said state, on this day personally appeared ______________ and
___________________, known to me to be the persons and officers whose names are
subscribed to the foregoing instrument and acknowledged to me that the same was
the act of the said CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, a national
banking association, and that they executed the same as the act of said
national banking association for the purposes and consideration therein
expressed, and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this __ day of
_______, 2000.
-------------------------------------------
Notary Public in and for the State of Texas
-------------------------------------------
Printed Name of Notary Public
My commission expires:
-------------------------
10
<PAGE> 13
EXHIBIT A
[FORM OF FACE OF NOTE]
[The following legend shall appear on the face of each global Note:
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE
ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER
OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO
THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT
IN LIMITED CIRCUMSTANCES.
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, 55 WATER STREET, NEW
YORK, NEW YORK ("DTC"), TO THE ISSUER 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 IS 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 SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
UNLESS AND UNTIL THIS GLOBAL NOTE IS EXCHANGED IN WHOLE OR IN
PART FOR THE INDIVIDUAL NOTES REPRESENTED HEREBY, THIS GLOBAL NOTE MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY
OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY
OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.]
CUSIP No.:______________
PRINCIPAL AMOUNT:
REGISTERED NO. _____________ $_______________________
CENTEX CORPORATION
__% NOTES DUE 20__
Centex Corporation, a corporation duly organized and existing
under the laws of the State of Nevada (herein called the "Company," which term
includes any successor Person under the Indenture hereinafter referred to) for
value received, hereby promises to pay to Cede &
<PAGE> 14
Co., or registered assigns, the principal sum of __________ United States
Dollars on _________, 20__ and to pay interest thereon, in such coin or
currency commencing __________, 2000 and continuing semi-annually thereafter on
______ and ______ of each year, from __________, 2000 or from the most recent
Interest Payment Date to which interest has been paid or duly provided for, at
the rate per annum provided in the title hereof, until the principal hereof is
paid or made available for payment. The interest so payable and punctually paid
or duly provided for on any Interest Payment Date will, as provided in the
Indenture, be paid to the Person in whose name this Note (or one or more
predecessor Notes) is registered at the close of business on the Regular Record
Date which shall be ________ or ________ (whether or not a business day), as
the case may be, next preceding such Interest Payment Date; provided, however,
that interest payable on the Maturity Date or, if applicable, upon redemption,
shall be payable to the Person to whom principal shall be payable. Except as
otherwise provided in the Indenture, any such interest not so punctually paid
or duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and shall be paid on the date fixed therefor by the Company
to the Person in whose name this Note is registered at the close of business on
a Special Record Date for the payment of such defaulted interest to be fixed by
the Company, notice whereof shall be given to Noteholders not less than fifteen
calendar days prior to such Special Record Date.
The Indenture and the Notes shall be governed by, and
construed in accordance with, the laws of the State of Texas.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS
NOTE SET FORTH IN FULL ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL
FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH IN FULL AT THIS PLACE.
Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof, directly or through
a duly appointed and authorized authenticating agent, by manual or facsimile
signature of an authorized signatory, this Note shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.
2
<PAGE> 15
IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed.
CENTEX CORPORATION
[SEAL]
By:
---------------------------
Name:
Title:
ATTEST:
------------------------------
Name:
Title:
TRUSTEE'S CERTIFICATE
OF AUTHENTICATION
This is one of the Senior Debt Securities referred
to in the within-mentioned Indenture.
CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION, as Trustee
By:
----------------------------
Authorized Signatory
3
<PAGE> 16
[FORM OF REVERSE OF NOTE]
This Note is one of a duly authorized issue of Senior Debt
Securities of the Company designated as its ___% Notes due 20__ (herein called
the "Notes"), issued and to be issued in one or more Series under an Indenture
dated as of October 1, 1998 (herein called the "Indenture") between the Company
and Chase Bank of Texas, National Association, as Trustee (herein called the
"Trustee," which term includes any successor Trustee under the Indenture), to
which Indenture and all indentures supplemental thereto (including the
Indenture Supplement dated as of _______ ___, 2000 which authorizes the Notes)
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Notes, and of the terms upon which the Notes are, and are to be,
authenticated and delivered.
All terms used in this Note which are defined in the
Indenture or in any indenture supplemental thereto but are not defined in this
Note shall have the meanings assigned to them in the Indenture or in any
indenture supplemental thereto.
The indebtedness evidenced by the Notes is, to the extent and
in the manner provided in the Indenture and the Indenture Supplement, senior in
right of payment to certain indebtedness of the Company.
Interest on this Note will be payable on the Interest Payment
Date or Interest Payment Dates as specified on the face hereof and, in either
case, on the Maturity Date. Unless otherwise specified on the face hereof,
payments on this Note with respect to any particular Interest Payment Date or
the Maturity Date will include interest accrued from and including
______________, 2000, or from and including the most recent Interest Payment
Date to which interest has been paid or duly provided for, to but excluding the
particular Interest Payment Date or the Maturity Date. Interest on this Note
will be computed and paid on the basis of a 360-day year of twelve 30-day
months.
If an Interest Payment Date or the Maturity Date for this
Note falls on a day that is not a business day, payment of principal, premium,
if any, and interest to be made on such day with respect to this Note will be
made on the next succeeding day that is a business day with the same force and
effect as if made on the due date, and no additional interest will be payable
on the date of payment for the period from and after the due date as a result
of such delayed payment.
The Notes will be redeemable, in whole or in part, from time
to time at the option of the Company, on any date (a "Redemption Date") at a
redemption price equal to the greater of (a) 100% of the principal amount of
the Notes to be redeemed and (b) the sum of the present values of the Remaining
Scheduled Payments (as hereinafter defined) of principal and interest thereon
(exclusive of interest accrued to such Redemption Date) discounted to such
Redemption Date on a semiannual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate (as hereinafter defined) plus ___
basis points, plus accrued and unpaid interest on the principal amount being
redeemed to such Redemption Date; provided, however, that installments of
interest on the Notes that are due and payable on an Interest Payment Date
falling on or prior to the relevant Redemption Date shall be payable to the
Holders of such Notes, registered as such at the close of business on the
relevant Regular Record Date or Special Record Date, as the case may be,
according to their terms and the provisions of the Indenture.
"Comparable Treasury Issue" means the United States Treasury
security selected by the Independent Investment Banker (as hereinafter defined)
as having a maturity comparable to the remaining term of the Notes to be
redeemed that would be utilized, at the time of selection
4
<PAGE> 17
and in accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term of the
Notes.
"Comparable Treasury Price" means, with respect to any
Redemption Date, (1) the average of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
on the third business day preceding such Redemption Date, as set forth in the
daily statistical release (or any successor release) published by the Federal
Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations for
U.S. Government Securities" or (2) if such release (or any successor release)
is not published or does not contain such prices on such business day, (A) the
average of the Reference Treasury Dealer Quotations (as hereinafter defined)
for such Redemption Date, after excluding the highest and lowest such Reference
Treasury Dealer Quotations, or (B) if the Trustee obtains fewer than four such
Reference Treasury Dealer Quotations, the average of all such Quotations.
"Independent Investment Banker" means Chase Securities Inc.
"Reference Treasury Dealer" means Chase Securities Inc., Banc
of America Securities LLC or Salomon Smith Barney Inc. and their respective
successors and, at the option of the Company, other primary U.S. government
securities dealers in New York City selected by the Company.
"Reference Treasury Dealer Quotations" means, with respect to
the Reference Treasury Dealer and any Redemption Date, the average, as
determined by the Trustee, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00
p.m., New York City time, on the third business day preceding such Redemption
Date.
"Remaining Scheduled Payments" means, with respect to any
Note, the remaining scheduled payments of the principal thereof to be redeemed
and interest thereon that would be due after the related Redemption Date but
for such redemption; provided, however, that, if such Redemption Date is not an
Interest Payment Date with respect to such Note, the amount of the next
succeeding scheduled interest payment thereon will be reduced by the amount of
interest accrued thereon to such Redemption Date.
"Treasury Rate" means, with respect to any Redemption Date
for the Notes, the rate per annum equal to the semi-annual equivalent yield to
maturity of the Comparable Treasury Issue, calculated using a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for such Redemption Date.
Notice of any redemption by the Company will be mailed at
least 30 days but not more than 60 days before any Redemption Date to each
Holder of Notes to be redeemed. If less than all the Notes are to be redeemed
at the option of the Company, the Trustee shall select the Notes to be redeemed
in whole or in part by random lot.
This Note is not subject to a sinking fund. Holders of Notes
will not be permitted to require the Company to redeem or repurchase the Notes
at their option.
In case an Event of Default shall have occurred and be
continuing with respect to the Notes, the principal hereof may be declared, and
upon such declaration shall become, due and payable, in the manner, with the
effect and subject to the conditions provided in the Indenture. The Indenture
provides that in certain events such declaration and its consequences may be
waived by the Holders of a majority in aggregate principal amount of the Notes
then
5
<PAGE> 18
outstanding. An Event of Default with respect to the Senior Debt Security of
any other Series issued under the Indenture, including the failure to make any
payment of principal or interest with respect thereto when and as due, will not
necessarily be an Event of Default with respect to the Notes.
The Indenture, as supplemented by the Indenture Supplement
relating to the Notes, contains provisions permitting the Company and the
Trustee, with the consent of the Holders of not less than a majority in
aggregate principal amount of the Notes at the time outstanding, evidenced as
in the Indenture provided, to execute supplemental indentures adding any
provisions to or changing in any manner or eliminating any of the provisions of
the Indenture or of any supplemental indenture or modifying in any manner the
rights of the Holders of the Notes; provided, however, that no such
supplemental indenture shall (i) extend the fixed maturity of any Notes, or
reduce the principal amount thereof, or reduce the rate or extend the time of
payment of interest thereon, or reduce any premium payable on the redemption
thereof, without the consent of the Holder of each Note so affected, or (ii)
reduce the aforesaid percentage of Notes, the consent of the Holders of which
is required for any such supplemental indenture, without the consent of the
Holders of all Notes then outstanding. The Indenture also provides that the
Holders of a majority in aggregate principal amount of the Notes at the time
outstanding may on behalf of the Holders of all the Notes waive any past
default under the Indenture and its consequences, except a default in the
payment of the principal of or premium, if any, or interest on any of the
Notes. Any such consent or waiver by the Holder of this Note (unless revoked as
provided in the Indenture) shall be conclusive and binding upon such Holder and
upon all future Holders and owners of this Note and of any Note issued in
exchange or substitution herefor, whether or not any notation of such consent
or waiver is made upon this Note.
As set forth in, and subject to, the provisions of the
Indenture, no Holder of any Note will have any right to institute any
proceeding with respect to the Indenture or for any remedy thereunder, unless
such Holder shall have previously given to the Trustee written notice of
default in respect of the Notes and of the continuance thereof, and unless the
Holders of not less than 25 percent in aggregate principal amount of the Notes
then outstanding shall have made written request upon the Trustee to institute
such action or proceedings in its own name as Trustee hereunder and shall have
furnished to the Trustee such reasonable indemnity as it may require, and the
Trustee shall have failed to institute such proceeding within 60 calendar days;
provided, however, that such limitations do not apply to a suit instituted by
the Holder hereof for the enforcement of payment of the principal of and any
premium or interest on this Note on or after the respective due dates expressed
herein.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Note is registrable in the
Senior Debt Security Register upon surrender of this Note for registration of
transfer at the office or agency maintained by the Company for such purpose,
duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Senior Debt Security Registrar duly
executed by the Holder hereof or 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 issued only in registered form without coupons
in denominations of $1,000 and any integral multiple thereof. A Holder may
transfer or exchange Notes in accordance with the Indenture.
6
<PAGE> 19
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.
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, premium, if any,
and interest on this Note at the times, places and rates, and in the coin or
currency, herein prescribed.
The Indenture, as supplemented by the Indenture Supplement
relating to the Notes, contains provisions for legal defeasance at any time of
the entire indebtedness of this Note or defeasance of certain restrictive
covenants with respect to this Note, in each case upon compliance by the
Company with certain conditions set forth therein.
The Company, the Trustee, any paying agent and any Senior
Debt Security Registrar for the Notes may deem and treat the Holder hereof as
the absolute owner of this Note (whether or not this Note shall be overdue and
notwithstanding any notation of ownership or other writing hereon made by
anyone other than the Company or any such Senior Debt Security Registrar), for
the purpose of receiving payment hereof or on account hereof and for all other
purposes, and neither the Company nor the Trustee nor any paying agent nor any
such Senior Debt Security Registrar shall be affected by any notice to the
contrary.
No recourse shall be had for the payment of the principal of,
or premium, if any, or interest on, this Note, or for any claim based hereon or
otherwise in respect hereof, or based on or in respect of the Indenture or any
indenture supplemental thereto, against any incorporator, stockholder, officer
or director, as such, past, present or future, of the Company or of 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.
7
<PAGE> 20
ABBREVIATIONS
The following abbreviations, when used in the inscription of
the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:
TEN COM = as tenants in common
TEN ENT = as tenants by the entireties
JT TEN = as joint tenants with right of
survivorship and not as tenants in common
UNIF GIFT MIN ACT = under Uniform Gifts to Minors Act
(Cust) (Minor)
State
Additional abbreviations may also be used though not in the
above list.
----------------------------
FOR VALUE RECEIVED the undersigned hereby sell(s) assign(s)
and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
--------------------------
--------------------------
Please print or typewrite name and address including postal zip code of assignee
-------------------------------------
-------------------------------------
-------------------------------------
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing ________________________________________ attorney to transfer said
note on the books of the Company, with full power of substitution in the
premises.
Dated:
------------------------- ---------------------------
NOTICE: The signature(s)
to this assignment must
correspond with the
name(s) as written upon
the face of the within
instrument in every
particular, without
alteration or enlargement
or any change whatever.
The signature(s) must be
guaranteed by an "eligible
guarantor institution"
that is a member or
participant in the
Securities Transfer Agents
Medallion Program, the
Stock Exchange Medallion
Program or the New York
Stock Exchange, Inc.
Medallion Program.
8
