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Indenture Supplement [No. 7]
Indenture Supplement [No. 7] (149K)
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CENTEX CORPORATION
Issuer
and
THE CHASE MANHATTAN BANK
(formerly Chase Bank of Texas, National Association
and Texas Commerce Bank National Association)
Trustee
INDENTURE SUPPLEMENT NO. 7
Dated as of November 17, 2000
to
INDENTURE
Dated as of March 12, 1987
Subordinated Medium-Term Notes, Series D
{PAGE} 2
INDENTURE SUPPLEMENT NO. 7 ("Indenture Supplement"), dated as of
November 17, 2000, between CENTEX CORPORATION, a Nevada corporation (together
with its successors and assigns as provided in the Indenture referred to below,
the "Company"), and THE CHASE MANHATTAN BANK, a New York banking corporation
(formerly, Chase Bank of Texas, National Association and Texas Commerce Bank
National 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 March 12, 1987 (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 Subordinated Debt
Securities and to specify certain terms of each such Series of Subordinated Debt
Securities. The Board of Directors of the Company has duly authorized the
creation of a Series of Subordinated Debt Securities to be known as the
Company's Subordinated Medium-Term Notes, Series D (the "Subordinated Notes"),
and the Company and the Trustee are executing and delivering this Indenture
Supplement in order to provide for the issuance of the Subordinated 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 Fixed
Rate Note or Floating Rate Note attached hereto as Exhibits A and B,
respectively, 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:
AMORTIZED FACE AMOUNT:
The term "Amortized Face Amount" of an Original Issue Discount Note, as
of the date that (i) the principal amount of such Subordinated Note is to be
repaid prior to its Stated Maturity, whether upon declaration of acceleration,
call for redemption, repayment at the option of the Holder or otherwise, or (ii)
any consent, notice, request, direction, waiver or suit by the Noteholders shall
be deemed to be given, made or commenced under this Indenture, shall mean the
principal amount of such Subordinated Note multiplied by its Issue Price plus
the portion of the difference between the dollar amount thus obtained and the
principal amount of such Subordinated Note that has accreted at the Yield to
maturity of such Subordinated Note (computed in accordance with generally
accepted United States bond yield computation principles) to such date, but in
no event shall the Amortized Face Amount of an Original Issue Discount Note
exceed its principal amount stated in the applicable Company Order.
AMORTIZING NOTE:
The term "Amortizing Note" shall mean a Subordinated Note for which
payments of principal of and interest on such Subordinated Note are made in
installments over the life of such Subordinated Note, and unless otherwise
specified in the applicable Company Order, payments with respect to an
Amortizing Note shall be applied first to interest due and payable thereon and
then to the reduction of the unpaid principal amount thereof.
1
{PAGE} 3
AUTHORIZED AGENT:
The term "Authorized Agent" shall mean an agent of the Company
designated by an Officers' Certificate to give to the Trustee the information
specified in clause (a) of "Company Order" for the issuance of a Subordinated
Note.
BASIS POINT:
The term "Basis Point" shall mean one-one hundredth of a percentage
point.
CD RATE:
The term "CD Rate" shall mean, with respect to any CD Rate Interest
Determination Date, the rate on such date for negotiable United States dollar
certificates of deposit having the Index Maturity specified in the applicable
Pricing Supplement as published in H.15(519) (as hereinafter defined) under the
heading "CDs (secondary market)" or, if not so published by 3:00 P.M., New York
City time, on the related Calculation Date, the rate on such CD Rate Interest
Determination Date for negotiable United States dollar certificates of deposit
of the Index Maturity specified in the applicable Pricing Supplement as
published in H.15 Daily Update (as hereinafter defined), or such other
recognized electronic source used for the purpose of displaying such rate, under
the caption "CDs (secondary market)." If such rate is not yet published in
H.15(519), H.15 Daily Update or another recognized electronic source by 3:00
P.M., New York City time, on the related Calculation Date, then the CD Rate on
such CD Rate Interest Determination Date will be calculated by the Calculation
Agent and will be the arithmetic mean of the secondary market offered rates as
of 10:00 A.M., New York City time, on such CD Rate Interest Determination Date,
of three leading nonbank dealers in negotiable United States dollar certificates
of deposit in The City of New York (which may include the Agents or their
affiliates) selected by the Calculation Agent for negotiable United States
dollar certificates of deposit of major United States money center banks for
negotiable certificates of deposit with a remaining maturity closest to the
Index Maturity specified in the applicable Pricing Supplement in an amount that
is representative for a single transaction in that market at that time;
provided, however, that if the dealers so selected by the Calculation Agent are
not quoting as mentioned in this sentence, the CD Rate determined as of such CD
Rate Interest Determination Date will be the CD Rate in effect on such CD Rate
Interest Determination Date.
CD RATE INTEREST DETERMINATION DATE:
The term "CD Rate Interest Determination Date" shall mean the Interest
Determination Date relating to a Floating Rate Note for which the interest rate
is determined with reference to the CD Rate.
CMT RATE:
The term "CMT Rate" shall mean, with respect to any CMT Rate Interest
Determination Date, the rate displayed on the Designated CMT Telerate Page under
the caption "...Treasury Constant Maturities...Federal Reserve Board Release
H.15...Mondays Approximately 3:45 P.M.," under the column for the Designated CMT
Maturity Index for (i) if the Designated CMT Telerate Page is 7051, the rate on
such CMT Rate Interest Determination Date and (ii) if the Designated CMT
Telerate Page is 7052, the weekly or monthly average, as specified in the
Company Order, for the week or the month, as applicable, ended immediately
preceding the week or the month, as applicable, in which the related CMT Rate
Interest Determination Date falls. If such rate is no longer displayed on the
relevant page or is not so displayed by 3:00 P.M., New York City time, on the
related Calculation Date, then the CMT Rate for such CMT Rate Interest
Determination Date will be such treasury constant maturity rate for the
Designated CMT Maturity Index as published in H.15(519). If such rate is no
longer published or is not
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 BNY
As referenced in this Indenture Supplement [No. 7]:
Bank of New York. – The term "Composite Quotations" shall mean the daily statistical
release "Composite 3:30 P.M. Quotations for U. S. Government Securities" or any
successor publication published by the Federal Reserve Bank of New York.
CUSIP:
The term "CUSIP" shall mean the registered trademark "Committee on
Uniform Securities Identification Procedures" or "CUSIP" and a unique system of
identification of each public issue of a
_____________
dt 1584128
;
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Cede
As referenced in this Indenture Supplement [No. 7]:
Cede & Co. – under the
Indenture referred to on the reverse hereof), or its agent for registration of
transfer, exchange or payment, and any Subordinated 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
_____________
Cede & Co. – 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
_____________
Cede & Co. – 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 it is exchanged in whole or in part for Subordinated Notes
in certificated form, this Subordinated Note may not be transferred except
_____________
Cede & Co. – by
reference herein): [ ] Yes [ ] No
AUTHORIZED DENOMINATION: OTHER/ADDITIONAL PROVISIONS:
[ ] $1,000 and integral multiples thereof
[ ] Other:
{/TABLE}
{PAGE} 26
The Company, for value received, hereby promises to pay to Cede & Co. , or
registered assigns, the principal sum specified above, in such coin or currency
of the ________________ as at the time of payment is legal tender for payment of
public
_____________
Cede & Co. – under the
Indenture referred to on the reverse hereof) or its agent for registration of
transfer, exchange or payment, and any Subordinated 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
_____________
dt 1629284
;
Chase Manhattan
As referenced in this Indenture Supplement [No. 7]:
CHASE MANHATTAN BANK
– {DOCUMENT}
{TYPE}EX-4.4
{SEQUENCE}4
{FILENAME}d82170ex4-4.txt
{DESCRIPTION}INDENTURE SUPPLEMENT NO 7-SUBORDINATED DEBT
{TEXT}
{PAGE} 1
EXHIBIT 4.4
CENTEX CORPORATION
Issuer
and
THE CHASE MANHATTAN BANK
(formerly Chase Bank of Texas, National Association
and Texas Commerce Bank National Association)
Trustee
INDENTURE SUPPLEMENT NO. 7
Dated as of November 17, 2000
to
INDENTURE
Dated as of
_____________
CHASE MANHATTAN BANK, – dated as of
November 17, 2000, between CENTEX CORPORATION, a Nevada corporation (together
with its successors and assigns as provided in the Indenture referred to below,
the "Company"), and THE CHASE MANHATTAN BANK, a New York banking corporation
(formerly, Chase Bank of Texas, National Association and Texas Commerce Bank
National Association) (together with its successors in trust thereunder as
provided in the
_____________
Chase Manhattan Bank – Notes which are
specified in the applicable Company Order as bearing interest at an interest
rate calculated with reference to the Treasury Rate.
TRUSTEE:
The term "Trustee" shall mean The Chase Manhattan Bank and shall also
include any successor Trustee.
YIELD TO MATURITY:
The term "Yield to Maturity" shall mean for a particular Subordinated
Note the yield to maturity of such Subordinated Note,
_____________
Chase Manhattan Bank – hereto and their successors hereunder
and the Holders, any benefit or any legal or equitable right, remedy or claim
under this Indenture Supplement.
Section 4.07. Acceptance of Trusts. The Chase Manhattan Bank hereby
accepts the trusts in this Indenture Supplement declared and provided, upon the
terms and conditions herein and in the Indenture set forth.
Section 4.08. Governing Law. This Indenture
_____________
CHASE MANHATTAN BANK, – year first above written.
CENTEX CORPORATION
[CORPORATE
[SEAL] SEAL]
Attest: By: /s/ VICKI A. ROBERTS
---------------------------------
Vicki A. Roberts
Vice President and Treasurer
/s/ PAUL JOHNSTON
---------------------------------
Paul Johnston
Assistant Secretary
THE CHASE MANHATTAN BANK, as Trustee
[SEAL]
Attest: By: /s/ JOHN G. JONES
---------------------------------
Name: JOHN G. JONES
Title: VICE PRESIDENT
/s/ DENNIS J. ROEMLEIN
---------------------------------
Name: DENNIS J. ROEMLEIN
Title: VICE PRESIDENT
22
{PAGE}
_____________
dt 1425761
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