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EXHIBIT 4.2
CENTEX CORPORATION
Issuer
and
THE CHASE MANHATTAN BANK
(formerly Chase Bank of Texas, National Association)
Trustee
INDENTURE SUPPLEMENT NO. 8
Dated as of June 22, 2001
to
INDENTURE
Dated as of October 1, 1998
7.875% Senior Notes due February 1, 2011
(Reopening of series created pursuant to
Indenture Supplement No. 6
Dated as of February 6, 2001)
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TABLE OF CONTENTS
Page
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ARTICLE ONE - Definitions.............................................................1
ARTICLE TWO - Reopening of the Series.................................................2
Section 2.01 Reopening of the Series............................................2
Section 2.02 Form and Other Terms of Notes; Incorporation of Terms..............2
Section 2.03 Terms of Indenture Supplement No. 6; Incorporation of Terms........2
ARTICLE THREE - Miscellaneous.........................................................2
Section 3.01 Ratification of Indenture and Indenture Supplement No. 6...........2
Section 3.02 Conflict with Trust Indenture Act..................................3
Section 3.03 Effect of Headings.................................................3
Section 3.04 Counterparts.......................................................3
Section 3.05 Severability.......................................................3
Section 3.06 Benefits of Indenture Supplement...................................3
Section 3.07 Acceptance of Trusts...............................................3
Section 3.08 Governing Law......................................................3
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INDENTURE SUPPLEMENT NO. 8 ("Indenture Supplement"), dated as
of June 22, 2001, 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) (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 (the "Series") of Senior Debt Securities known as the
Company's 7.875% Senior Notes due 2011 (the "Notes"), and the Company and the
Trustee have executed and delivered that certain Indenture Supplement No. 6,
dated as of February 6, 2001 ("Indenture Supplement No. 6"), relating to the
Series. Indenture Supplement No. 6 provides that the Company may authenticate
and deliver Notes in the aggregate principal amount of up to $250,000,000
thereunder. In addition, Indenture Supplement No. 6 provides that that the
Company may, without the consent of the Holders of the Notes, reopen the Series
and issue additional Notes in addition to the $250,000,000 of Notes authorized
pursuant to Indenture Supplement No. 6. The Company and the Trustee are
executing and delivering this Indenture Supplement in order to provide for the
reopening of the Series and the issuance of the additional Notes in the
aggregate principal amount of $150,000,000.
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, Indenture
Supplement No. 6 or the form of Note attached to Indenture Supplement No. 6,
either directly or by reference therein, shall have the meanings assigned to
them therein.
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ARTICLE TWO
Reopening of the Series
Section 2.01 Reopening of the Series. The Series is hereby
reopened by the Company, and the aggregate principal amount of the Notes that
may be authenticated and delivered under Indenture Supplement No. 6 and this
Indenture Supplement shall not, except as permitted by the Indenture, exceed
$400,000,000, provided that the Company may, without the consent of the Holders
of the Notes, further reopen this Series and issue additional Notes under the
Indenture, Indenture Supplement No. 6 and this Indenture Supplement in addition
to the aggregate $400,000,000 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 as Exhibit A to
Indenture Supplement No. 6. The terms of such Notes are hereby incorporated by
reference herein and are part of this Indenture Supplement.
Section 2.03 Terms of Indenture Supplement No. 6;
Incorporation of Terms. All terms of Indenture Supplement No. 6 applicable to
the $250,000,000 of Notes authorized pursuant to Indenture Supplement No. 6,
including, but not limited to, the terms set forth in Section 2.03, Article
Three, Article Four and Section 5.02 thereof, shall apply with the same force
and effect to such Notes and to the $150,000,000 of Notes authorized pursuant to
this Indenture Supplement, it being understood that for all purposes the Notes
authorized pursuant to Indenture Supplement No. 6 and this Indenture Supplement
shall be deemed to constitute a single Series. Without limiting the generality
of the foregoing, the holders of the Notes authorized pursuant to Indenture
Supplement No. 6 and this Indenture Supplement shall vote together with respect
to all matters upon which such holders are entitled to vote or consent under the
terms of the Indenture, as supplemented by Indenture Supplement No. 6 and this
Supplemental Indenture. The terms of Indenture Supplement No. 6 applicable to
the Notes are hereby incorporated by reference herein and are part of this
Indenture Supplement.
ARTICLE THREE
Miscellaneous
Section 3.01 Ratification of Indenture and Indenture
Supplement No. 6. As supplemented by this Indenture Supplement, the Indenture
and Indenture Supplement No. 6 are in all respects ratified and confirmed, and
the Indenture as supplemented by Indenture Supplement No. 6 and this Indenture
Supplement shall be read, taken and construed as one and the same instrument.
Section 3.02 Conflict with Trust Indenture Act. If any
provision hereof limits, qualifies or conflicts with another provision hereof
which is required to be
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included in this Indenture Supplement by any of the provisions of the Trust
Indenture Act, such required provisions shall control.
Section 3.03 Effect of Headings. The article and section
headings herein are included for convenience only and shall not affect the
construction hereof.
Section 3.04 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 3.05 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 3.06 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 3.07 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 and Indenture
Supplement No. 6 set forth.
Section 3.08 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.
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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: /s/ XXXXXX XXXXXX
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Xxxxxx Xxxxxx
Executive Vice President and
Chief Financial Officer
Attest:
/s/ XXXX XXXXXXXX
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Xxxx Xxxxxxxx
Associate General Counsel and
Assistant Secretary
THE CHASE MANHATTAN BANK, as
Trustee
[SEAL]
By: /s/ XXXX X. XXXXX
----------------------------
Name: Xxxx X. Xxxxx
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Title: Vice President
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Attest:
/s/ XXXXXX X. XXXXXXXX
----------------------------
Name: Xxxxxx X. Xxxxxxxx
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Title: Vice President
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STATE OF TEXAS )
)
COUNTY OF DALLAS )
BEFORE ME, the undersigned authority, a Notary Public in and
for said state, on this day personally appeared Xxxx Xxxxxxxx and Xxxxxx Xxxxxx,
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 22nd day of June,
2001.
/s/ XXXXXX X. XXXXXX
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Notary Public in and for the State of Texas
Xxxxxx X. Xxxxxx
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Printed Name of Notary Public
My commission expires:
1-18-05
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STATE OF TEXAS )
)
COUNTY OF XXXXXX )
BEFORE ME, the undersigned authority, a Notary Public in and
for said state, on this day personally appeared Xxxx X. Xxxxx and Xxxxxx X.
Xxxxxxxx, 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 THE CHASE MANHATTAN BANK, a New York banking corporation, and that they
executed the same as the act of said New York banking corporation for the
purposes and consideration therein expressed, and in the capacity therein
stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 22 day of June,
2001.
/s/ XXXXXXXX XXXX - XXXXXXX
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Notary Public in and for the State of Texas
XXXXXXXX XXXX - XXXXXXX
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Printed Name of Notary Public
My commission expires:
10/23/01
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