EXHIBIT 4.3.2
SECOND SUPPLEMENT
TO NOMINEE AGREEMENT
This SECOND SUPPLEMENT TO NOMINEE AGREEMENT, executed and delivered
this ______ day of June, 2003 (this "Second Supplement"), by and between CENTEX
CORPORATION, a Nevada corporation ("Centex"), 3333 HOLDING CORPORATION, a Nevada
corporation ("Holding"), CENTEX DEVELOPMENT COMPANY, L.P., a Delaware limited
partnership ("CDC"), of which 3333 Development Corporation, a Nevada corporation
that is a wholly-owned subsidiary of Holding, is the sole general partner, and
MELLON INVESTOR SERVICES LLC ("Mellon") f/k/a CHASEMELLON SHAREHOLDER SERVICES
L.L.C., a New Jersey limited liability company.
WITNESSETH:
WHEREAS, Centex, Holding, CDC and First RepublicBank Dallas, National
Association ("First RepublicBank") entered into a Nominee Agreement as of
November 30, 1987 (the "Nominee Agreement"), pursuant to which Centex effected a
distribution to First RepublicBank, for the benefit of those persons who are
from time to time holders of the common stock of Centex, of certain securities,
as more fully described therein; and
WHEREAS, Centex, Holding, CDC, ChaseMellon Shareholder Services L.L.C.
("ChaseMellon") and The Chase Manhattan Bank ("Chase") entered into a Supplement
to Nominee Agreement as of July 27, 2000 (the "First Supplement"), pursuant to
which Chase was appointed as successor Nominee under the Nominee Agreement,
ChaseMellon was appointed as successor Transfer Agent under the Nominee
Agreement, and the termination date of the Nominee Agreement was extended from
November 30, 1997 to November 30, 2007, as more fully described therein; and
WHEREAS, Chase has tendered its resignation as successor Nominee and
Centex desires to appoint a replacement; and
WHEREAS, ChaseMellon has changed its corporate name to Mellon Investor
Services LLC and is continuing in its appointment as successor Transfer Agent;
and
WHEREAS, the parties hereto are executing this Second Supplement to
formally recognize the appointment of a successor Nominee and to acknowledge the
successor Transfer Agent's change of name to clarify the rights and obligations
of the parties hereto and the respective parties to the Nominee Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants set forth herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Centex, Holding, CDC
and Mellon do hereby agree as follows:
1. Definitions.
a) Except as expressly defined otherwise in this Second Supplement,
capitalized terms used and otherwise defined herein shall have the respective
meanings assigned to them in the Nominee Agreement.
b) The following defined terms in the Nominee Agreement are hereby
amended:
"Corporate Office" means (a) as to the Nominee, the corporate office
of the Nominee, located at c/o Mellon Investor Services LLC, 600
North Pearl Street, Dallas, Texas 75201, and (b) as to the Transfer
Agent, the principal corporate office of the Transfer Agent, which
at the date hereof is located at 85 Challenger Road, Ridgefield
Park, New Jersey 07660.
2. Appointment of Successor Nominee. Centex hereby accepts the
resignation of Chase as Nominee and appoints Mellon Investor Services LLC
("Mellon") as Successor Nominee pursuant to Section 8.1 of the Nominee
Agreement. Mellon hereby accepts such appointment for all purposes. Each
reference in the Nominee Agreement to the Nominee or to the Bank (each as
defined in the Nominee Agreement), in its capacity as Nominee, shall be deemed
after the effective date of this Second Supplement to be a reference to Mellon,
unless the context otherwise plainly requires.
3. Appointment of Successor Transfer Agent in the First Supplement. In
the First Supplement, Centex appointed ChaseMellon as successor Transfer Agent
pursuant to Section 8.1 of the Nominee Agreement, and ChaseMellon accepted such
appointment. ChaseMellon Shareholder Services, L.L.C. has since changed its name
to Mellon Investor Services LLC. Accordingly, each reference in the Nominee
Agreement to the Transfer Agent or the Bank (each as defined in the Nominee
Agreement), in its capacity as Transfer Agent, shall be deemed after the
effective date of this Second Supplement to be a reference to Mellon, unless the
context otherwise plainly requires.
4. Addresses for Notices. The addresses listed in Section 9.4(a) of the
Nominee Agreement are hereby replaced with the following:
To Centex or Holding, at
2728 North Harwood Street
Dallas, Texas 75201
Attention: President
To CDC, at:
Centex Development Company, L.P.
c/o 3333 Development Corporation
2728 North Harwood Street
Dallas, Texas 75201
Attention: President
To the Nominee, at:
c/o Mellon Investor Services LLC
600 North Pearl, Suite 1010
Dallas, Texas 75201
Attention: Centex Relationship Manager
To the Transfer Agent, at:
c/o Mellon Investor Services LLC
600 North Pearl, Suite 1010
Dallas, Texas 75201
Attention: Centex Relationship Manager
5. Fees. The fees for services provided by Mellon in its capacity as
Nominee are set forth in the Fee Schedule attached hereto as Exhibit A. The fees
for services provided by Mellon in its capacity as Transfer Agent shall be in
accordance with the Service Agreement for Transfer Services then in effect
between Centex, Holding, CDC and Mellon.
Except as otherwise expressly contemplated or amended by this Second
Supplement, the terms and provisions of the Nominee Agreement and the First
Supplement shall continue in full force and effect.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, Centex, Holding, CDC, and Mellon have duly executed
this Second Supplement as of the day and year first set forth above.
CENTEX CORPORATION
By:
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Name: Raymond G. Smerge
Title: Executive Vice President
3333 HOLDING CORPORATION
By:
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Name: Stephen M. Weinberg
Title: President and Chief Executive Officer
CENTEX DEVELOPMENT COMPANY, L.P.
By: 3333 DEVELOPMENT CORPORATION,
General Partner
By:
------------------------------------------
Name: Stephen M. Weinberg
Title:President and Chief Executive Officer
MELLON INVESTOR SERVICES LLC
By:
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Name: David M. Cary
Title: Vice President
EXHIBIT A
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Initial Set-up Fee
$2,500.00
Annual Administration and Safekeeping of Deposited Securities
under Section 2.1 of the Nominee Agreement $2,500.00
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