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EXHIBIT 4.16
CENTEX CORPORATION
$20,000,000 No. 1
CUSIP No. 152312 AB 0
CENTEX CORPORATION
8.80% SUBORDINATED DEBENTURES DUE JUNE 30, 2007
CENTEX CORPORATION, a corporation duly organized and existing under the
laws of the State of Nevada (herein referred to as the "Company"), for value
received, hereby promises to pay to the State Investment Council, acting on
behalf of the Severance Tax Permanent Fund, of the State of New Mexico, or
registered assigns, the principal sum of TWENTY MILLION DOLLARS ($20,000,000),
on June 30, 2007, in such coin or currency of the United States of America as
at the time of payment is legal tender for the payment of public and private
debts, and to pay interest on said principal sum at the rate per annum
specified in the title of this Debenture, with respect to interest accrued
(based on the actual number of days elapsed in a year consisting of 365 or 366
days, as the case may be) from the date of delivery to the date of the current
interest payment, to the registered holder hereof as of the close of business
on the 15th day of the month in which the related interest payment is due, in
like coin or currency, all at any office or agency of the Company to be
maintained by the Company pursuant to Section 5.02 of the Indenture hereinafter
referred to, which at all times shall include an office or agency in the
Borough of Manhattan, the City of New York, such interest payments to be made,
except as otherwise provided in the Indenture hereinafter referred to,
semiannually on June 30 and December 31, in each year, commencing December 31,
1987, until payment of said principal sum has been made or duly provided for;
provided, however, that payment of interest may be made at the option of the
Company by check mailed on or before each such payment date to the address of
the person entitled thereto as such address shall appear on the Subordinated
Debt Security Register.
This Debenture 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.
Additional provisions of this Debenture are contained on the following
pages hereof and such provisions shall for all purposes have the same effect as
though fully set forth at this place.
This Debenture shall not be valid or become obligatory for any purpose
until the certificate of authentication hereon shall have been manually signed
by the Trustee under the Indenture.
IN WITNESS WHEREOF, Centex Corporation has caused this instrument to
be signed in its corporate name by the facsimile signature of its President or
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Vice President and by its Secretary or an Assistant Secretary by his signature
or a facsimile thereof, and a facsimile of its corporate seal to be affixed
hereunto or imprinted hereon.
Dated: June 17, 1987
CENTEX CORPORATION
(SEAL)
By /s/ JEFFREY N. SECHAL
Vice President and Treasurer
Attest:
/s/ JOHN JONES
Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Debentures described in the within-mentioned
Indenture.
TEXAS COMMERCE BANK-DALLAS, N.A.,
as Trustee
By: /s/ BRAD CARSON
Authorized Signature
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CENTEX CORPORATION
8.80% SUBORDINATED DEBENTURES DUE JUNE 30, 2007
This Debenture is one of a duly authorized issue of Subordinated Debt
Securities of the Company issued and to be issued in one or more Series, and
this Debenture is one of the Series of Subordinated Debt Securities designated
as its 8.80% Subordinated Debentures due June 30, 2007 (herein referred to as
the "Debentures"), limited to the aggregate principal amount of Twenty Million
Dollars ($20,000,000), all issued or to be issued under and pursuant to an
indenture dated as of March 12, 1987 (herein referred to as the "Indenture"),
duly executed and delivered by the Company to Texas Commerce Bank-Dallas, N.A.,
as trustee (herein referred to as the "Trustee"), to which Indenture and all
indentures supplemental thereto (including the Supplemental Indenture dated as
of June 17, 1987, which authorizes the Debentures) reference is hereby made for
a description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Company and the holders of the
Subordinated Debt Securities of each particular Series and the terms upon which
the Subordinated Debt Securities of each Series are, and are to be,
authenticated and delivered. All terms used in this Debenture which are defined
in the Indenture shall have the meanings assigned to them in the Indenture. As
provided in the Indenture, the Subordinated Debt Securities are issuable in
Series which may vary as in the Indenture provided or permitted.
The indebtedness evidenced by the Debentures is, to the extent and in
the manner provided in the Indenture, subordinated and subject in right of
payment to the prior payment in full of all Senior Indebtedness of the Company.
As provided in the Indenture, each holder of this Debenture, by his acceptance
hereof, agrees to and shall be bound by all the provisions of the Indenture
relating to such subordination and authorizes the Trustee to take such action
in his behalf as may be necessary or appropriate to effectuate the
subordination as provided in the Indenture and appoints the Trustee his
attorney-in-fact for any and all such purposes.
In case an Event of Default shall have occurred and be continuing with
respect to the Debentures, 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 Debentures then
outstanding. An Event of Default with respect to the Subordinated Debt
Securities 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 be an Event of Default with respect to the Debentures.
The Indenture 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 Debentures 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
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of the Indenture or of any supplemental indenture or modifying in any manner
the rights of the holders of the Debentures, provided, however, that no such
supplemental indenture shall (i) extend the fixed maturity of any Debentures,
or reduce the principal amount thereof, or reduce the rate or extend the time
of payment of interest thereon, without the consent of the holder of each
Debenture so affected, or (ii) reduce the aforesaid percentage of the
Debentures, the consent of the holders of which is required for any such
supplemental indenture, without the consent of the holders of all Debentures
then outstanding. It is also provided in the Indenture that the holders of a
majority in aggregate principal amount of the Debentures at the time
outstanding may on behalf of the holders of all the Debentures 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
Debentures. Any such consent or waiver by the holder of this Debenture (unless
revoked as provided in the Indenture) shall be conclusive and binding upon such
holder and upon all future holders and owners of this Debenture and of any
Debenture issued in exchange or substitution herefor, whether or not any
notation of such consent or waiver is made upon this Debenture.
Subject to the rights of holders of Senior Indebtedness of the Company
set forth in the Indenture, no reference herein to the Indenture and no
provision of this Debenture or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional, to pay the
principal of and premium, if any, and interest on this Debenture at the place,
at the respective times, at the rate and in the currency herein prescribed.
As provided in the Indenture, the Debentures will be redeemable at the
option of the Company on or after June 30, 1997, in whole at any time or in
part from time to time at 100% of the principal amount thereof plus accrued
interest to the date fixed for redemption: provided, however, that no such
redemption may be made by the Company directly or indirectly from or in
anticipation of money borrowed having an interest cost to the Company of less
than 8.80% par annum. In addition, as provided in the Indenture, unless the
Debentures have been declared due and payable by reason of an Event of
Default, a Holder may request redemption of the Debentures, or any portion
thereof which is an integral multiple of $2,000, held thereby upon the terms
and subject to the conditions set forth in the Indenture by delivering the
following to the Trustee not less than 60 days prior to the date specified for
such redemption: (i) a written request for redemption in form satisfactory to
the Trustee (such as the form appearing on this certificate) and signed by the
Holder or the Holder's legal representative (with appropriate evidence of
authority), with such signature guaranteed by a commercial bank or trust
company located, or having a correspondent located, in the City of New York or
the city in which the Corporate Trust Office is located, or by a member firm of
a national securities exchange, and (ii) the certificate or certificates
representing the Debenture or Debentures, or portions thereof, for which
redemption is being requested. Such written request for redemption shall
specify the date on which such redemption is to be effected (which shall be no
earlier than the 60th day following the date on which the Trustee receives such
written request) and shall certify that an event permitting redemption at the
request of a Holder has occurred. The Trustee shall be entitled to rely on such
certification as to the occurrence of a redemption event without
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further investigation. Upon receipt of a request for redemption satisfying all
of the conditions of the Indenture, the Trustee shall accept for redemption the
Debentures accompanying such request whereupon such Debentures shall become due
and Payable on the applicable redemption date at 100% of the principal amount
thereof plus accrued interest to the date fixed for redemption, and on and
after such date fixed for redemption (unless the Company shall default in the
payment of such Debentures at such redemption price, together with interest
accrued to the date razed for redemption) no interest shall thereafter accrue
or be payable in respect of the Debentures so redeemed. No payment in respect
of the redemption of a Debenture, or portion thereof, will be made until such
Debenture is surrendered to the Trustee. Requests for redemption may be
rejected by the Trustee if not made in accordance with the Indenture, in which
event the Trustee shall return such request and documentation to the persons
submitting the same with instructions as to the further documentation required
and such rejected request for redemption shall be deemed to have been withdrawn
by the person making the same as provided in the Indenture (without prejudice,
however, to the right of a Holder to thereafter submit a request for redemption
for the same event). The Debentures shall not be subject to any sinking fund
payments by the Company.
Upon due presentment for registration of transfer of this Debenture at
any designated office or agency of the Company to be maintained by the Company
pursuant to Section 5.02 of the Indenture, which at all times shall include an
office or agency in the Borough of Manhattan, the City of New York, a new
Debenture or Debentures of authorized denominations for an equal aggregate
principal amount will be issued to the transferee in exchange herefor, subject
to the limitations provided in the Indenture, without charge except for any tax
or other governmental charge imposed in connection therewith, and the
Debentures may in like manner be exchanged for one or more new Debentures of
other authorized denominations but of the same aggregate principal amount.
The Company, the Trustee, any paying agent and any Subordinated Debt
Security registrar for the Debentures may deem and treat the registered holder
hereof as the absolute owner of this Debenture (whether or not this Debenture
shall be overdue and notwithstanding any notation of ownership or other writing
hereon made by anyone other than the Company or any such Subordinated 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 Subordinated 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 Debenture, 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.
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FORM OF ASSIGNMENT
FOR VALUE RECEIVED, ________________________________________________
hereby sells, assigns and transfers unto ____________________________________
the within Debenture of Centex Corporation standing in the name(s) of the
undersigned in the Subordinated Debt Security Register of the Company with
respect to such Debenture and does hereby irrevocably constitute and appoint
_______________________________ Attorney to transfer such Debenture in such
Subordinated Debt Security Register, with full power of substitution in the
premises.
Please insert social security or other
identifying number of assignee:
Dated:________________________________ ______________________________________
______________________________________
(Signature)
______________________________________
(Signature)
Signature Guarantee: Notice: The signature(s) to this
assignment must correspond with
the name(s) as written upon the
______________________________________ face of this Debenture in every
Authorized Officer particular without alteration
or any change whatsoever. The
______________________________________ signature(s) must be guaranteed
Name of Institution by a commercial bank or trust
company located, or having a
correspondent located, in the
City of New York or the city
in which the Corporate Trust
Office is located, or by a
member firm of a national
securities exchange.
Notarized or witnessed
signatures are not acceptable
as guaranteed signatures.
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REQUEST FOR REDEMPTION
TO: Texas Commerce Bank-Dallas, N.A.
Corporate Trust Department
600 North Pearl, Suite 344
Dallas, Texas 75201
The undersigned Holder, or legal representative of the Holder,
hereby Presents the within Debenture of Centex Corporation for
redemption in the principal amount indicated below on the
redemption date set forth below for redemption in accordance
with, and subject to, the terms and conditions of the within
Debenture and the Indenture. By executing this Request for
Redemption in the space provided below, the undersigned Holder,
or legal representative of the Holder, hereby represents and
certifies that an event permitting redemption at the request of a
Holder under the Indenture has occurred.
Redemption Request (complete one):
/_/ Full principal amount of Debenture
/_/ Principal amount of $_________________
(must be an integral multiple of $1,000)
Redemption Date:_______________________________
(Holder must specify)
Dated:______________________________ ___________________________________
(Signature)
___________________________________
(Signature)
Signature Guarantee: Notice: The signature(s) to
this request must correspond with
the name(s) as written upon
_________________________ the face of this Debenture
Authorized Officer in every particular without
alteration or any change
_________________________ whatsoever. The signatures
Name of Institution must be guaranteed by a
commercial bank or trust
company located, or having a
correspondent located, in the
City of New York or the city
in which the Corporate Trust
Office is located or by a member
firm of a national securities
exchange. Notarized or
witnessed signatures are not
acceptable as guaranteed
signatures.
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