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EXHIBIT 4.15
SUPPLEMENT
TO NOMINEE AGREEMENT
This SUPPLEMENT TO NOMINEE AGREEMENT, executed and delivered this 27th
day of July, 2000 (this "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, CHASEMELLON
SHAREHOLDER SERVICES L.L.C., a New Jersey limited liability company
("ChaseMellon"), and THE CHASE MANHATTAN BANK, a New York banking association
("Chase");
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, in accordance with the provisions of the Nominee Agreement,
Centex has appointed Chase as successor Nominee for all purposes under the
Nominee Agreement; and
WHEREAS, in accordance with the provisions of the Nominee Agreement,
Centex has appointed ChaseMellon to act as successor Transfer Agent for all
purposes under the Nominee Agreement; and
WHEREAS, the holders of a majority of the common stock of Centex voted
in July 1995 to approve the extension of the termination date of the Nominee
Agreement from November 30, 1997 to November 30, 2007;
WHEREAS, Centex, Holding, CDC and ChaseMellon entered into a Service
Agreement for Transfer Agent Services in connection with the securities of
Centex and those securities traded in tandem therewith as of May 1, 1999 (the
"Service Agreement"); and
WHEREAS, the parties hereto are executing this Supplement to formally
recognize the intervening appointments and other action in order 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,
ChaseMellon and Chase do hereby agree as follows:
1. Definitions.
(a) Except as expressly defined otherwise in this 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 ▇/▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Services L.L.C.,
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, and (b) as to the
Transfer Agent, the principal corporate office of the Transfer Agent,
which at the date hereof is located at ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇.
2. Appointment of Successor Nominee. Centex has previously appointed
Chase as successor Nominee under the Nominee Agreement pursuant to Section 8.1
of the Nominee Agreement. Chase 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 such appointment and acceptance to be a
reference to Chase, unless the context otherwise plainly requires.
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3. Appointment of Successor Transfer Agent. Centex has previously
appointed ChaseMellon as successor Transfer Agent under the Nominee Agreement
pursuant to Section 8.1 of the Nominee Agreement. ChaseMellon hereby accepts
such appointment for all purposes. 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 such
appointment and acceptance to be a reference to ChaseMellon, unless the context
otherwise plainly requires.
4. Extension of Detachment Date. By reason of the action of the holders
of common stock of Centex in July 1995, each reference in the Nominee Agreement
to "November 30, 1997", including such references in Section 3.2(b) (legend) and
Section 8.3(a) of the Nominee Agreement, shall be replaced by a reference to
"November 30, 2007".
5. 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
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: President
To CDC, at:
Centex Development Company, L.P.
c/o 3333 Development Corporation
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: President
To the Nominee, at:
▇/▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Services L.L.C.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: Centex Relationship Manager
To the Transfer Agent, at:
ChaseMellon Shareholder Services L.L.C.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: Centex Relationship Manager
6. Fees. Provided Centex pays all requested fees under the Service
Agreement, Centex, Holding or CDC will not be required to pay any additional
fees under the Service Agreement or the Nominee Agreement to ChaseMellon or
Chase.
7. Other Changes. The following terms of the Nominee Agreement are
hereby amended:
(a) Section 5.2(b) of the Nominee Agreement is hereby deleted
in its entirety;
(b) Section 6.5 of the Nominee Agreement is hereby amended by
adding the following text at the end thereof:
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"In no event will the Nominee or the Transfer Agent be liable for
special, indirect, incidental or consequential loss or damages of any kind
whatsoever (including but not limited to lost profits), even if the Nominee or
the Transfer Agent has been advised of the possibility of such damages. Any
liability of the Nominee or the Transfer Agent will be limited to the amount of
fees paid by Centex under the Services Agreement.";
(c) Section 8.1(g) of the Nominee Agreement is hereby amended
by deleting all references to the Transfer Agent therein.
Except as otherwise expressly contemplated or amended by this
Supplement, the terms and provisions of the Nominee Agreement shall continue in
full force and effect.
IN WITNESS WHEREOF, Centex, Holding, CDC, ChaseMellon and Chase have
duly executed this Supplement as of the day and year first set forth above.
CENTEX CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
3333 HOLDING CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President
CENTEX DEVELOPMENT COMPANY, L.P.
By: 3333 DEVELOPMENT CORPORATION,
General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President
CHASEMELLON SHAREHOLDER SERVICES L.L.C.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Assistant Vice President
THE CHASE MANHATTAN BANK
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
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