<PAGE>

                                                                    EXHIBIT 10.2

                                               Published CUSIP Number: 15231JAC1

                  LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT

                                      among

                               CENTEX CORPORATION,
                                    Borrower

                             BANK OF AMERICA, N.A.,
                              Administrative Agent

                                       and

                            THE LENDERS NAMED HEREIN,
                                     Lenders

                                  $300,000,000

                            DATED AS OF JULY 16, 2004

                               JPMORGAN CHASE BANK
                                       and
                             ROYAL BANK OF SCOTLAND,
                              Co-Syndication Agents

                          CITICORP NORTH AMERICA, INC.,
                               Documentation Agent

                                  BNP PARIBAS,
                             CALYON NEW YORK BRANCH,
                                       and
                           CREDIT SUISSE FIRST BOSTON,
                                 Managing Agents

                         BANC OF AMERICA SECURITIES LLC,
                    Sole Lead Arranger and Sole Book Manager

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                     Page
<S>                                                                                                                  <C>
SECTION 1 DEFINITIONS AND TERMS..................................................................................      1

         1.1      Definitions....................................................................................      1

         1.2      Number and Gender of Words; Other References...................................................     15

         1.3      Accounting Principles..........................................................................     16

         1.4      Time References................................................................................     16

         1.5      Letter of Credit Amounts.......................................................................     16

SECTION 2 CREDIT EXTENSION PROVISIONS............................................................................     16

         2.1      Letters of Credit..............................................................................     16

         2.2      Lenders; Increase in Total Commitment..........................................................     25

         2.3      Voluntary Termination or Reduction of Commitments..............................................     26

SECTION 3 TERMS OF PAYMENT.......................................................................................     26

         3.1      Notes and Payments.............................................................................     26

         3.2      Mandatory Payments.............................................................................     27

         3.3      Default Rate...................................................................................     27

         3.4      Interest Recapture.............................................................................     27

         3.5      Interest Calculations..........................................................................     27

         3.6      Maximum Rate...................................................................................     28

         3.7      Order of Application...........................................................................     28

         3.8      Right of Set-off; Adjustments..................................................................     29

         3.9      Booking Borrowings.............................................................................     29

SECTION 4 CHANGE IN CIRCUMSTANCES................................................................................     30

         4.1      Increased Cost and Reduced Return..............................................................     30

         4.2      Limitation on Types of Borrowings..............................................................     31

         4.3      Illegality.....................................................................................     31

         4.4      Treatment of Affected Loans....................................................................     31

         4.5      Compensation...................................................................................     32

         4.6      Taxes..........................................................................................     32
</TABLE>

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT  i
<PAGE>

<TABLE>
<S>                                                                                                                   <C>
SECTION 5 FEES...................................................................................................     34

         5.1      Treatment of Fees..............................................................................     34

         5.2      Fees of Administrative Agent...................................................................     34

         5.3      Letter of Credit Fees..........................................................................     34

         5.4      Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer......................     34

         5.5      Unused Fee.....................................................................................     35

SECTION 6 CONDITIONS PRECEDENT...................................................................................     35

         6.1      Conditions Precedent to Closing................................................................     35

         6.2      Conditions to all Credit Extensions............................................................     36

SECTION 7 REPRESENTATIONS AND WARRANTIES.........................................................................     37

         7.1      Purpose of Letter of Credit Facility...........................................................     37

         7.2      Existence, Good Standing, Authority, and Authorizations........................................     37

         7.3      Subsidiaries; Capital Stock....................................................................     37

         7.4      Authorization and Contravention................................................................     37

         7.5      Binding Effect.................................................................................     38

         7.6      Financial Statements...........................................................................     38

         7.7      Litigation, Claims, Investigations.............................................................     38

         7.8      Taxes..........................................................................................     38

         7.9      Environmental Matters..........................................................................     38

         7.10     Employee Benefit Plans.........................................................................     39

         7.11     Properties; Liens..............................................................................     39

         7.12     Government Regulations.........................................................................     39

         7.13     Transactions with Affiliates...................................................................     39

         7.14     No Default.....................................................................................     39

         7.15     Solvency.......................................................................................     39

         7.16     Compliance with Legal Requirements.............................................................     39

         7.17     Full Disclosure................................................................................     40

         7.18     Senior Debt....................................................................................     40

SECTION 8 AFFIRMATIVE COVENANTS..................................................................................     40

         8.1      Use of Proceeds................................................................................     40
</TABLE>

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT  ii
<PAGE>

<TABLE>
<S>                                                                                                                   <C>
         8.2      Books and Records..............................................................................     40

         8.3      Items to be Furnished..........................................................................     40

         8.4      Inspections....................................................................................     42

         8.5      Taxes..........................................................................................     42

         8.6      Payment of Obligations.........................................................................     42

         8.7      Maintenance of Existence, Assets, and Business.................................................     42

         8.8      Insurance......................................................................................     43

         8.9      Preservation and Protection of Rights..........................................................     43

         8.10     Environmental Laws.............................................................................     43

         8.11     Compliance with Legal Requirements.............................................................     43

         8.12     Designation of Unrestricted Subsidiaries.......................................................     43

SECTION 9 NEGATIVE COVENANTS.....................................................................................     44

         9.1      Employee Benefit Plans.........................................................................     44

         9.2      Liens..........................................................................................     45

         9.3      Subsidiary Indebtedness; Limitations on Upstreaming............................................     46

         9.4      Transactions with Affiliates...................................................................     46

         9.5      Compliance with Documents......................................................................     46

         9.6      Assignment.....................................................................................     46

         9.7      Fiscal Year and Accounting Methods.............................................................     46

         9.8      Government Regulations.........................................................................     47

         9.9      Sale of Assets.................................................................................     47

         9.10     Mergers and Dissolutions; Sale of Capital Stock................................................     47

         9.11     New Business...................................................................................     47

         9.12     Financial Covenants............................................................................     47

SECTION 10 DEFAULT...............................................................................................     48

         10.1     Payment of Obligation..........................................................................     48

         10.2     Covenants......................................................................................     48

         10.3     Debtor Relief..................................................................................     48

         10.4     Judgments and Attachments......................................................................     48

         10.5     Government Action..............................................................................     49

         10.6     Misrepresentation..............................................................................     49

         10.7     Change of Control..............................................................................     49
</TABLE>

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT  iii
<PAGE>

<TABLE>
<S>                                                                                                                   <C>
         10.8     Default Under Other Debt and Agreements........................................................     49

         10.9     Employee Benefit Plans.........................................................................     49

         10.10    Validity and Enforceability of Loan Documents..................................................     50

SECTION 11 RIGHTS AND REMEDIES...................................................................................     50

         11.1     Remedies Upon Default..........................................................................     50

         11.2     Borrower Waivers...............................................................................     51

         11.3     Performance by Administrative Agent............................................................     51

         11.4     Delegation of Duties and Rights................................................................     51

         11.5     Not in Control.................................................................................     51

         11.6     Course of Dealing..............................................................................     51

         11.7     Cumulative Rights..............................................................................     52

         11.8     Application of Proceeds........................................................................     52

         11.9     Certain Proceedings............................................................................     52

         11.10    Expenses; Indemnification......................................................................     52

SECTION 12 ADMINISTRATIVE AGENT..................................................................................     53

         12.1     Appointment and Authorization of Administrative Agent..........................................     53

         12.2     Delegation of Duties...........................................................................     54

         12.3     Liability of Administrative Agent..............................................................     54

         12.4     Reliance by Administrative Agent...............................................................     54

         12.5     Notice of Event of Default.....................................................................     55

         12.6     Credit Decision; Disclosure of Information by Administrative Agent.............................     55

         12.7     Indemnification of Administrative Agent........................................................     56

         12.8     Administrative Agent in its Individual Capacity................................................     56

         12.9     Successor Administrative Agent.................................................................     56

         12.10    Administrative Agent May File Proofs of Claims.................................................     57

         12.11    Other Agent; Arrangers; and Managers...........................................................     57

SECTION 13 MISCELLANEOUS.........................................................................................     58

         13.1     Headings.......................................................................................     58

         13.2     Nonbusiness Days...............................................................................     58

         13.3     Communications.................................................................................     58

         13.4     Form and Number of Documents...................................................................     59
</TABLE>

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT  iv
<PAGE>

<TABLE>
<S>                                                                                                                   <C>
         13.5     Exceptions to Covenants........................................................................     59

         13.6     Survival.......................................................................................     59

         13.7     GOVERNING LAW..................................................................................     59

         13.8     Invalid Provisions.............................................................................     59

         13.9     Entirety.......................................................................................     59

         13.10    Jurisdiction; Venue; Service of Process; Jury Trial............................................     60

         13.11    Amendments, Consents, Conflicts, and Waivers...................................................     60

         13.12    Multiple Counterparts..........................................................................     61

         13.13    Successors and Assigns; Assignments and Participations.........................................     61

         13.14    Discharge Only Upon Payment in Full; Reinstatement in Certain Circumstances....................     64

         13.15    Limited Waiver.................................................................................     64

         13.16    Confidentiality................................................................................     64

         13.17    USA Patriot Act Notice.........................................................................     65
</TABLE>

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT  v
<PAGE>

                             SCHEDULES AND EXHIBITS

Schedule 1.1      -       Existing Letters of Credit
Schedule 2.1      -       Lenders and Commitments; Addresses for Notice
Schedule 7.3      -       Subsidiaries and Stock

Exhibit A         -       Form of Note
Exhibit B         -       Form of Compliance Certificate
Exhibit C         -       Form of Notice of Conversion/Continuation
Exhibit D         -       Form of Opinion of Counsel
Exhibit E         -       Form of Assignment and Acceptance Agreement

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT  vi
<PAGE>

                  LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT

      THIS LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT is entered into as of
July 16, 2004 (the "CLOSING DATE") among CENTEX CORPORATION, a Nevada
corporation ("BORROWER"), Lenders (hereinafter defined), and BANK OF AMERICA,
N.A., as Administrative Agent (hereinafter defined).

                                 R E C I T A L S

      A. Borrower has requested that Lenders extend credit to Borrower in the
form of this Agreement, providing for, among other things, a letter of credit
facility in the aggregate principal amount of up to $300,000,000.

      B. Upon and subject to the terms and subject to the conditions of this
Agreement, Lenders are willing to extend such credit to Borrower.

      NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

SECTION 1 DEFINITIONS AND TERMS.

      1.1 DEFINITIONS. As used herein:

      ADJUSTED EURODOLLAR RATE means, for any Eurodollar Borrowing for any
Interest Period therefor, the rate per annum (rounded upwards, if necessary, to
the nearest 1/100th of 1%) determined by Administrative Agent to be equal to the
quotient obtained by dividing (a) the Eurodollar Rate for such Eurodollar
Borrowing for such Interest Period by (b) one (1) minus the Reserve Requirement
for such Eurodollar Borrowing for such Interest Period.

      ADMINISTRATIVE AGENT means Bank of America, N.A., and its permitted
successors and assigns as "Administrative Agent" for Lenders under this
Agreement.

      AFFILIATE of any Person means any other Person who directly or indirectly
controls, or is controlled by, or is under common control with, such Person,
and, for purposes of this definition only, "control," "controlled by," and
"under common control with" mean possession, directly or indirectly, of the
power to direct or cause the direction of management or policies (whether
through ownership of voting securities, by contract, or otherwise).

      AGENT-RELATED PERSONS means Administrative Agent, together with its
Affiliates (including Arranger), and the officers, directors, employees, agents
and attorneys-in-fact of such Persons and Affiliates.

      AGREEMENT means this Letter of Credit and Reimbursement Agreement (as the
same may hereafter be amended, modified, supplemented, or restated from time to
time).

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT
<PAGE>

      APPLICABLE LENDING OFFICE means, for each Lender, the "Lending Office" of
such Lender (or an Affiliate of such Lender) designated on SCHEDULE 2.1 or such
other office as such Lender may from time to time specify to Administrative
Agent and Borrower by written notice in accordance with the terms hereof as the
office by which its Credit Extensions are to be made and maintained.

      APPLICABLE MARGIN means, as of any date of determination, the interest
margin over the Prime Rate or the Adjusted Eurodollar Rate, and the applicable
fees payable pursuant to SECTION 5.5 that corresponds to the Moody's Rating and
the S & P Rating set forth below on such date of determination:

<TABLE>
<CAPTION>
                                                                         Applicable Margin for
                                                                         Eurodollar Borrowings       Applicable
                                               Applicable Margin for      and Letter of Credit       Margin for
Level     Moody's Rating     S & P Rating      Prime Rate Borrowings              Fees               Unused Fees
<C>       <C>                <C>               <C>                       <C>                         <C>
1            A3 or higher     A- or higher            0.0000%                    0.5000%               0.1000%

2            Baa1             BBB+                    0.0000%                    0.6000%               0.1250%

3            Baa2             BBB                     0.0000%                    0.7500%               0.1500%

4            Baa3             BBB-                    0.0000%                    1.0250%               0.2000%

5            Ba1 or lower     BB+ or lower or         0.2500%                    1.2500%               0.2500%
             or               Not Rated
             Not Rated
</TABLE>

For purposes of the foregoing: (a) if the Moody's Rating and the S & P Rating
shall fall within different LEVELS, then the Applicable Margin shall be
determined by reference to the numerically higher LEVEL (e.g., if the S & P
Rating is in LEVEL 1 and the Moody's Rating is in LEVEL 2, then the Applicable
Margin shall be determined by reference to LEVEL 2); and (b) if either Moody's
or S & P no longer publishes ratings and Borrower and Administrative Agent
cannot agree on another ratings agency to replace Moody's or S & P, as the case
may be, then the Moody's Rating or the S & P Rating, as the case may be, shall
be deemed to be "Not Rated." Each change in the Applicable Margin shall be
effective on the earlier of: (i) the actual date of delivery by Borrower to
Administrative Agent of notice of a change in S & P Rating or Moody's Rating
pursuant to SECTION 8.3(G); and (ii) the date on which Borrower is obligated to
deliver notice of a change in S & P Rating or Moody's Rating to Administrative
Agent pursuant to SECTION 8.3(g).

      APPROVED FUND is defined in SECTION 13.13(g).

      ARRANGER means Banc of America Securities LLC, and its successors and
permitted assigns in its capacity as "Sole Lead Arranger" under the Loan
Documents.

      ATTORNEY COSTS means and includes all reasonable fees, expenses, and
disbursements of any law firm or other external counsel.

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT  2
<PAGE>

      AUTHORIZATIONS means all filings, recordings, and registrations with, and
all validations or exemptions, approvals, orders, authorizations, consents,
franchises, licenses, certificates, and permits from, any Governmental
Authority.

      BORROWER is defined in the preamble to this Agreement.

      BORROWING means any Prime Rate Borrowing or Eurodollar Borrowing pursuant
to SECTION 2.1(c).

      BUSINESS DAY means (a) for all purposes, any day other than Saturday,
Sunday, and any other day on which commercial banking institutions are required
or authorized by any Legal Requirement to be closed at the place of
Administrative Agent's Payment Office or payments cannot be made on the United
States Fedwire System, and (b) in addition to the foregoing, in respect of any
Eurodollar Borrowing, a day on which dealings in United States dollars are
conducted in the London interbank market and commercial banks are open for
international business in London.

      CAPITALIZED LEASE OBLIGATIONS means all obligations under Capital Leases
taken at the amount thereof accounted for as liabilities in accordance with
GAAP.

      CAPITAL LEASE means any capital lease or sublease which should be
capitalized on a balance sheet in accordance with GAAP.

      CASH COLLATERALIZE is defined in SECTION 2.1(i).

      CHANGE IN CONTROL means, with respect to any Person, any event or series
of events by which:

      (a) any "person" or "group" (as such terms are used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit
plan of such Person or its Subsidiaries, and any Person acting in its capacity
as trustee, agent or other fiduciary or administrator of any such plan) becomes
the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Securities
Exchange Act of 1934, except that a Person or group shall be deemed to have
"beneficial ownership" of all securities that such Person or group has the right
to acquire (such right, an "OPTION RIGHT"), whether such right is exercisable
immediately or only after the passage of time), directly or indirectly, of fifty
percent (50%) or more of the equity securities of such Person entitled to vote
for members of the board of directors or equivalent governing body of such
Person on a fully-diluted basis (and taking into account all such securities
that such Person or group has the right to acquire pursuant to any option
right); or

      (b) during any period of twelve (12) consecutive months, a majority of the
members of the board of directors or other equivalent governing body of such
Person cease to be composed of individuals (i) who were members of that board or
equivalent governing body on the first day of such period, (ii) whose election
or nomination to that board or equivalent governing body was approved by
individuals referred to in clause (i) above constituting at the time of such
election or nomination at least a majority of that board or equivalent governing
body, or (iii) whose election or nomination to that board or other equivalent
governing body was approved by individuals referred to in clauses (i) and (ii)
above constituting at the time of such election or nomination at least a
majority of that board or equivalent governing body (excluding, in the case of
both clause (ii) and clause (iii), any individual whose initial nomination for,
or assumption of office as, a member of that board or equivalent governing body
occurs as a result of an actual or threatened solicitation of proxies or
consents for the election or removal of one

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT  3
<PAGE>

or more directors by any Person or group other than a solicitation for the
election of one or more directors by or on behalf of the board of directors).

      CLOSING DATE is defined in the preamble to this Agreement.

      COMMITMENT means, for any Lender at any date of determination, the amount
stated beside each Lender's name as set forth on SCHEDULE 2.1 or on the
most-recently amended SCHEDULE 2.1, if any, prepared by Administrative Agent
pursuant to SECTION 2.2 or SECTION 13.13 (which amount is subject to increase,
reduction, or cancellation in accordance with this Agreement).

      COMPANIES means, as of any date, Borrower and each of its Subsidiaries,
and COMPANY means any one of the Companies.

      COMPLIANCE CERTIFICATE means a certificate signed by a Responsible
Officer, substantially in the form of EXHIBIT B.

      CONSEQUENTIAL LOSS is defined in SECTION 4.5.

      CONSOLIDATED ADJUSTED NET INCOME means, for any period of determination,
consolidated net earnings (after income taxes and without deduction for losses)
of the Companies, but excluding (a) gains from extraordinary items for such
period, and (b) any aggregate net gain during such period arising from the sale,
exchange, or other disposition of capital assets by the Companies (including any
fixed assets, whether tangible or intangible, all inventory sold in conjunction
with the disposition of fixed assets, and all securities (other than securities
sold in the ordinary course of business)).

      CONSOLIDATED DEBT means, as of any date of determination, (a) all Debt of
the Restricted Companies, on a consolidated basis, minus (b) Excess Cash not
subject to any Liens or other restrictions not inherent in the particular
investment or obligation; provided that, for purposes of SECTION 8.12,
Consolidated Debt means, as of the date of determination, all Debt of the
Restricted Companies, on a consolidated basis.

      CONSOLIDATED EBITDA means, for any period of determination and without
duplication, the EBITDA of the Restricted Companies, on a consolidated basis.

      CONSOLIDATED INTEREST EXPENSE means, for any period of determination, the
Interest Expense of the Restricted Companies, on a consolidated basis.

      CONSOLIDATED TANGIBLE NET WORTH means, as of any date of determination,
Tangible Net Worth of the Companies (other than any Excluded Subsidiary), on a
consolidated basis determined in accordance with GAAP.

      CONSTITUENT DOCUMENTS means, with respect to any Person, its articles or
certificate of incorporation, bylaws, partnership agreement, organizational
documents, limited liability company agreement, trust agreement, or such other
documents as may govern such Person's formation, organization, and management.

      CONTINGENT OBLIGATIONS means as to any Person any obligation of such
Person guaranteeing any Debt, leases, dividends, or other obligations ("PRIMARY
OBLIGATIONS") of any other Person (the "PRIMARY

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT  4
<PAGE>

OBLIGOR") in any manner, whether directly or indirectly, and any other
obligation of such Person, whether or not contingent, pursuant to which such
Person is liable under or with respect to a primary obligation of a primary
obligor, in each case that would be included on a balance sheet of such Person
(or disclosed and assigned a monetary value in the footnotes thereto) properly
prepared in accordance with GAAP as a "Contingent Obligation."

      CONTINUE, CONTINUATION, and CONTINUED refers to the continuation pursuant
to SECTION 2.1(c) of a Eurodollar Borrowing from one Interest Period to the next
Interest Period.

      CONVERT, CONVERSION, and CONVERTED refers to a conversion pursuant to
SECTION 2.1(c) of one Type of Borrowing into another Type of Borrowing.

      CREDIT EXTENSION means each of the following: (a) a Borrowing; and (b) an
L/C Credit Extension.

      CREDIT PARTIES means Administrative Agent and Lenders, and CREDIT PARTY
means any one of the Credit Parties.

      CUMULATIVE CONSOLIDATED NET INCOME means the sum of Quarterly Consolidated
Net Income for the fiscal quarter ended June 30, 2004, and for each succeeding
fiscal quarter during the term hereof.

      CURRENT FINANCIALS means, at the time of any determination thereof, the
most recently delivered to the Credit Parties of either (a) the Financial
Statements for the fiscal year ended March 31, 2004, calculated on a
consolidated basis for the Companies, or (b) the Financial Statements required
to be delivered under SECTION 8.3(a) or 8.3(b), as the case may be.

      DEBT means (without duplication), for any Person, the sum of the
following: (a) all liabilities, obligations, and indebtedness of such Person for
money borrowed; (b) all liabilities, obligations, and indebtedness of such
Person which is evidenced by bonds, notes, debentures, or other similar
instruments; (c) all Capitalized Lease Obligations of such Person; (d) all
obligations of such Person issued or assumed as the deferred purchase price of
property, all conditional sale obligations of such Person, and obligations of
such Person under any title retention agreement (but excluding trade accounts
payable arising in the ordinary course of business that are not past-due for
more than ninety (90) days); (e) all Contingent Obligations of such Person; (f)
all obligations of the type referred to in CLAUSES (a) and (b) preceding of
other Persons secured by any Lien on any property or asset of such Person
(whether or not such obligation is assumed by such Person); (g) the face amount
of all letters of credit and banker's acceptances issued for the account of such
Person, and without duplication, all drafts drawn and unpaid thereunder; (h) all
Stock of such Person subject to repurchase or redemption by such Person other
than at the sole option of such Person; (i) all obligations of such Person to
purchase Stock (or other property) which arise out of or in connection with the
sale by such Person of the same or substantially similar Stock (or property);
and (j) net obligations of such Person arising under Financial Hedges entered
into by such Person as determined in accordance with GAAP.

      DEBTOR RELIEF LAWS means the Bankruptcy Code of the United States of
America and all other applicable liquidation, conservatorship, bankruptcy,
moratorium, rearrangement, receivership, insolvency, reorganization, fraudulent
transfer or conveyance, suspension of payments, or similar Legal Requirements
from time to time in effect affecting the Rights of creditors generally.

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT  5
<PAGE>

      DEFAULTING LENDER means, as of any date, any Lender that has (a) failed to
make a Credit Extension required to be made by it hereunder, or (b) given notice
to Administrative Agent or Borrower that it will not make, or that it has
disaffirmed or repudiated any obligation to make, any Credit Extension hereunder
(unless such notice is given by all Lenders).

      DEFAULT RATE means, (i) with respect to any Borrowing, on any date, a per
annum rate of interest equal from day to day to the lesser of (a) the
non-default interest rate applicable to such Borrowing, plus two percent (2%)
and (b) the Maximum Rate, and (ii) with respect to any other Obligation under
the Loan Documents, the lesser of (a) the Prime Rate plus the then-effective
Applicable Margin for Prime Rate Borrowings, plus two percent (2%) and (b) the
Maximum Rate.

      DOLLARS and the symbol $ mean lawful money of the United States of
America.

      EBITDA means, with respect to any Person for any fiscal period, an amount
equal to (a) consolidated net income of such Person for such period, minus (b)
the sum of (i) income tax credits, (ii) interest income, (iii) gains from
extraordinary items for such period, and (iv) any aggregate net gain during such
period arising from the sale, exchange, or other disposition of capital assets
by such Person (including any fixed assets, whether tangible or intangible, all
inventory sold in conjunction with the disposition of fixed assets, and all
securities (other than securities sold in the ordinary course of business)), in
each case to the extent included in the calculation of consolidated net income
of such Person for such period in accordance with GAAP, but without duplication,
minus (c) any cash payments made in respect of any item of extraordinary loss
accrued during a prior period and added back to EBITDA in such prior period
pursuant to CLAUSE (d)(v) below, plus (d) the sum of (i) any provision for
income taxes, (ii) Interest Expense, (iii) the amount of depreciation and
amortization for such period, (iv) the amount of any deduction to consolidated
net income as the result of any stock option expense, (v) the amount of any item
of extraordinary loss not paid in cash in such period, and (vi) the absolute
value of any aggregate net loss during such period arising from the sale,
exchange, or other disposition of capital assets by such Person (including any
fixed assets, whether tangible or intangible, all inventory sold in conjunction
with the disposition of fixed assets, and all securities (other than securities
sold in the ordinary course of business)), in each case to the extent included
in the calculation of consolidated net income of such Person for such period in
accordance with GAAP, but without duplication.

      ELIGIBLE ASSIGNEE is defined in SECTION 13.13(g).

      EMPLOYEE PLAN means an employee pension benefit plan covered by Title IV
of ERISA and established or maintained by Borrower or any ERISA Affiliate, but
not including any Multiemployer Plan.

      ENVIRONMENTAL LAW means any Legal Requirement relating to protection of
the public health and welfare and/or the environment, including any Legal
Requirement relating to: the generation, processing, treatment, storage,
transport, disposal, investigation, and remediation or other management of
Hazardous Materials; the storage, handling, use, and transport of chemicals and
Hazardous Materials; and protection of areas of particular environmental
concern, including wetlands, areas inhabited by endangered species, historic
sites, and areas above protected aquifers.

      EQUITY ISSUANCE means the issuance or sale by any Restricted Company of
any Stock, other than present and future Stock issued to other Companies or to
employees, directors, or consultants of any of the Companies.

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT  6
<PAGE>

      ERISA means the Employee Retirement Income Security Act of 1974, as
amended, and the regulations and rulings thereunder.

      ERISA AFFILIATE means any company or trade or business (whether or not
incorporated) which, for purposes of Title IV of ERISA, is a member of
Borrower's controlled group or which is under common control with Borrower
within the meaning of Section 414(b), (c), (m), or (o) of the Tax Code.

      EURODOLLAR BORROWING means a Borrowing bearing interest at the sum of the
Adjusted Eurodollar Rate plus the Applicable Margin for Eurodollar Borrowings.

      EURODOLLAR RATE means, for any Eurodollar Borrowing for any Interest
Period:

      (a) the rate per annum equal to the rate determined by Administrative
Agent to be the offered rate that appears on the page of the Telerate screen (or
any successor thereto) that displays an average British Bankers Association
Interest Settlement Rate for deposits in Dollars (for delivery on the first day
of such Interest Period) with a term equivalent to such Interest Period,
determined as of approximately 11:00 a.m. (London time) two (2) Business Days
prior to the first day of such Interest Period; or

      (b) if the rate referenced in the preceding CLAUSE (a) does not appear on
such page or service or such page or service shall not be available, the rate
per annum equal to the rate determined by Administrative Agent to be the offered
rate on such other page or other service that displays an average British
Bankers Association Interest Settlement Rate for deposits in Dollars (for
delivery on the first day of such Interest Period) with a term equivalent to
such Interest Period, determined as of approximately 11:00 a.m. (London time)
two (2) Business Days prior to the first day of such Interest Period; or

      (c) if the rates referenced in the preceding CLAUSES (a) and (b) are not
available, the rate per annum determined by Administrative Agent as the rate of
interest at which deposits in Dollars for delivery on the first day of such
Interest Period in same day funds in the approximate amount of the Eurodollar
Borrowing being made, continued, or converted by Administrative Agent and with a
term equivalent to such Interest Period would be offered by Administrative
Agent's London branch to major banks in the London interbank eurodollar market
at their request at approximately 4:00 p.m. (London time) two (2) Business Days
prior to the first day of such Interest Period.

      EVENT OF DEFAULT is defined in SECTION 10.

      EXCESS CASH means, for the Restricted Companies as of any date of
determination thereof, (a) cash, plus (b) time deposits with, and certificates
of deposit, bank notes and bankers' acceptances issued by, any Lender or any
domestic bank, savings bank or savings and loan association having capital,
surplus and undivided profits aggregating at least $1,000,000,000, plus (c)
investments in direct obligations of the United States of America or any agency,
government-sponsored enterprise or instrumentality thereof, or obligations fully
guaranteed by the United States of America or any agency, government-sponsored
enterprise or instrumentality thereof, provided that such obligations mature
within one (1) year of the date of acquisition thereof, plus (d) investments in
commercial paper rated (at the time of purchase) in one of the two highest
short-term rating categories by two (2) or more national credit rating agencies
and maturing not more than two hundred and seventy (270) days from the date of
creation thereof, plus (e) repurchase agreements involving any of the
obligations described in CLAUSES (b), (c) and (d) above so long as the other
party to the repurchase agreement has short-term unsecured debt

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT  7
<PAGE>

obligations or short-term deposits rated (at the time of purchase) in the
highest grade by two (2) or more national credit rating agencies, plus (f)
investments in direct obligations of any money-market fund or other similar
investment company that is rated "AAAm" or "AAAm-G" by S & P and "Aaa" by
Moody's or whose investments consist, directly or indirectly, primarily of
short-term money market securities, which may include obligations described in
the foregoing clauses of this definition, minus (g) $15,000,000; provided that
in no event shall Excess Cash be less than zero.

      EXCLUDED SUBSIDIARY means any Unrestricted Subsidiary that has a
continuing default or event of default under any Debt in excess of $25,000,000
at any time.

      EXCLUDED TAXES is defined in SECTION 4.6(a).

      EXHIBIT means an exhibit to this Agreement unless otherwise specified.

      EXISTING LETTER OF CREDIT FACILITY means the Letter of Credit and
Reimbursement Agreement dated as of August 7, 2003, among Centex Corporation, as
Borrower, the Lenders party thereto, and Bank of America, N.A., as
Administrative Agent, as such agreement may have been modified, amended, or
restated.

      EXISTING LETTERS OF CREDIT means those certain letters of credit listed on
SCHEDULE 1.1 and any renewals and amendments thereof, which includes certain
letters of credit issued by Bank One, NA under the Existing Letter of Credit
Facility, and EXISTING LETTER OF CREDIT means any one of the Existing Letters of
Credit.

      FEDERAL FUNDS RATE means, for any day, the rate per annum (rounded
upwards, if necessary, to the nearest 1/100th of 1%) equal to the weighted
average of the rates on overnight Federal funds transactions with member banks
of the Federal Reserve System arranged by Federal funds brokers on such day, as
published by the Federal Reserve Bank of New York on the Business Day next
succeeding such day; provided that (a) if such day is not a Business Day, then
the Federal Funds Rate for such day shall be such rate on such transactions on
the next preceding Business Day as so published on the next succeeding Business
Day, and (b) if no such rate is so published on such next succeeding Business
Day, then the Federal Funds Rate for such day shall be the average rate charged
to Administrative Agent (in its individual capacity) on such day on such
transactions.

      FINANCIAL HEDGE means a swap, collar, floor, cap, or other contract which
is intended to reduce or eliminate the risk of fluctuations in interest rates.

      FEE LETTER means that certain letter agreement dated May 13, 2004 among
Administrative Agent, Arranger, and Borrower, as amended.

      FINANCIAL STATEMENTS means balance sheets, statements of operations,
statements of shareholders' investments, and statements of cash flows prepared
in accordance with GAAP, which statements of operations and statements of cash
flows shall be in comparative form to the corresponding period of the preceding
fiscal year, and which balance sheets and statements of shareholders'
investments shall be in comparative form to the prior fiscal year-end figures.

      FUND is defined in SECTION 13.13(g).

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT  8
<PAGE>

      GAAP means generally accepted accounting principles in the United States
of America as set forth in the opinions and pronouncements of the American
Institute of Certified Public Accountants and the statements and pronouncements
of the Financial Accounting Standards Board which are applicable from time to
time.

      GOVERNMENTAL AUTHORITY means any applicable (a) local, state, municipal,
federal, or foreign judicial, executive, or legislative instrumentality, (b)
private arbitration board or panel, or (c) central bank.

      HAZARDOUS MATERIAL means "hazardous substance," "pollutant or
contaminant," and "petroleum," and "natural gas liquids" as those terms are
defined or used in Section 101 of the Comprehensive Environmental Response,
Compensation, and Liability Act (42 U.S.C. Section 96.01 et seq.), as amended or
supplemented from time to time, and any other substances regulated because of
their effect or potential effect on public health and the environment including
PCBs, lead paint, asbestos, urea formaldehyde, radioactive materials,
putrescible materials, petroleum distillates, medical waste, and infectious
materials.

      HONOR DATE is defined in SECTION 2.1(c).

      INCREASING LENDER is defined in SECTION 2.2(b).

      INDEMNIFIED LIABILITIES is defined in SECTION 11.10(b).

      INDEMNITEES is defined in SECTION 11.10(b).

      INTEREST COVERAGE RATIO means, as of any date of determination thereof,
the ratio of (a) Consolidated EBITDA, plus net income of each Unrestricted
Subsidiary (without duplication and determined in accordance with GAAP) that is
earned and eligible for distribution, to (b) Consolidated Interest Expense, in
each case for the most-recent four (4) fiscal quarters ending on or prior to the
date of determination.

      INTEREST EXPENSE means, for any period of calculation thereof, for any
Person, the aggregate amount of all interest (including facility and utilization
fees) on all Debt of such Person, whether paid in cash or accrued as a liability
and payable in cash during such period, including (a) imputed interest on
Capitalized Lease Obligations, (b) the amortization of any original issue
discount on any Debt, (c) the interest portion of any deferred payment
obligation, (d) all commissions, discounts, and other fees and charges owed with
respect to letters of credit or bankers' acceptance financing, (e) net interest
costs associated with Financial Hedges, and (f) the interest component of any
Debt that is guaranteed or secured by such Person, and all cash premiums or
penalties for the repayment, redemption, or repurchase of Debt.

      INTEREST PERIOD is determined in accordance with SECTION 2.1(c)(ii).

      L/C CREDIT EXTENSION means, with respect to any Letter of Credit, the
issuance thereof or extension of the expiry date thereof, or the renewal,
amendment, or increase of the amount thereof.

      L/C ISSUERS means Bank of America, N.A., Bank One, NA (but only until such
time as all Existing Letters of Credit issued by it expire or are otherwise
canceled and returned to it), JPMorgan

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT  9
<PAGE>

Chase Bank, Suntrust Bank, BNP Paribas, Comerica Bank, and such other Lenders
which agree, at the request of Borrower and with the consent of Administrative
Agent (such consent not to be unreasonably withheld), to issue one or more
Letters of Credit pursuant to the terms and conditions of this Agreement, and
L/C ISSUER means any one of the L/C ISSUERS.

      L/C OBLIGATIONS means, as at any date of determination, the aggregate
undrawn amount of all outstanding Letters of Credit plus the aggregate of all
Unreimbursed Amounts.

      LEGAL REQUIREMENTS means all applicable statutes, laws, treaties,
ordinances, tariff requirements, rules, regulations, orders, writs, injunctions,
decrees, judgments, opinions, or interpretations of any Governmental Authority.

      LENDERS means, on any date of determination, the financial institutions
named on SCHEDULE 2.1 (as the same may be amended from time to time by
Administrative Agent to reflect the admission of a Subsequent Lender in
accordance with SECTION 2.2(b) and assignments made in accordance with SECTION
13.13(b)), and subject to the terms and conditions of this Agreement, their
respective successors and assigns.

      LETTER OF CREDIT APPLICATION means an application and agreement for the
issuance or amendment of a Letter of Credit in the form from time to time in use
by each L/C Issuer.

      LETTER OF CREDIT EXPIRATION DATE means July 15, 2006.

      LETTERS OF CREDIT means, collectively, each of the letters of credit
issued hereunder and each Existing Letter of Credit, and LETTER OF CREDIT means
any one of the Letters of Credit. A Letter of Credit hereunder shall be a
standby or commercial letter of credit.

      LEVERAGE RATIO means, as of any date of determination thereof, the ratio
of (a) Consolidated Debt outstanding on such date minus Subordinated Debt in an
amount not to exceed $200,000,000, to (b) the sum of (i) Consolidated Debt
outstanding on such date, plus (ii) Consolidated Tangible Net Worth as of such
date determined in accordance with GAAP.

      LIEN means any lien, mortgage, security interest, pledge, assignment,
charge, title retention agreement, or encumbrance of any kind, and any other
Right of or arrangement with any creditor (other than under or relating to
subordination or other intercreditor arrangements) to have its claim satisfied
out of any property or assets, or the proceeds therefrom, prior to the general
creditors of the owner thereof.

      LITIGATION means any action by or before any Governmental Authority.

      LOAN DOCUMENTS means (a) this Agreement, the Notes, and the Fee Letter,
(b) the Letters of Credit and Letter of Credit Applications, (c) all agreements,
documents, or instruments in favor of any Credit Party ever delivered by
Borrower pursuant to this Agreement or otherwise delivered in connection with
all or any part of the Obligation, and (d) any and all future renewals,
extensions, restatements, reaffirmations, or amendments of, or supplements to,
all or any part of the foregoing.

      MATERIAL ADVERSE EVENT means any set of one or more circumstances or
events which, individually or collectively, could reasonably be expected to
result in any (a) material impairment of the ability of Borrower to perform any
of its payment or other material obligations under the Loan

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT  10
<PAGE>

Documents, (b) material and adverse effect on the business, properties,
condition (financial or otherwise), or results of operations of the Companies
(taken as a whole), (c) material and adverse effect on the validity or
enforceability of any of the Loan Documents or the Rights of any Credit Party
thereunder, or (d) Potential Default or Event of Default. The term Material
Adverse Event is used in this Agreement to qualify certain of the
representations, warranties, and covenants contained herein, but is not, in and
of itself, a condition precedent to any Borrowings hereunder or an independent
representation (except as provided in the last sentence of SECTION 7.6),
covenant, or Event of Default.

      MAXIMUM AMOUNT and MAXIMUM RATE respectively mean, for each Lender, the
maximum non-usurious amount and the maximum non-usurious rate of interest which,
under all Legal Requirements, such Lender is permitted to contract for, charge,
take, reserve, or receive on the Obligation.

      MOODY'S means Moody's Investors Service, Inc. and any successor thereto.

      MOODY'S RATING means the most recently-announced rating from time to time
of Moody's assigned to any class of long-term senior, unsecured debt securities
issued by Borrower, as to which no letter of credit, guaranty, or third-party
credit support is in place, regardless of whether all or any part of such Debt
has been issued at the time such rating was issued.

      MULTIEMPLOYER PLAN means a multiemployer plan as defined in Section 3(37)
or 4001(a)(3) of ERISA or Section 414(f) of the Tax Code to which any Company or
any ERISA Affiliate is making, or has made, or is accruing, or has accrued, an
obligation to make contributions.

      NET PROCEEDS means, with respect to any Equity Issuance by Borrower or any
Restricted Subsidiary, the amount of cash received by such Company in connection
with such transaction after deducting therefrom the aggregate, without
duplication, of the following amounts to the extent properly attributable to
such transaction: (a) reasonable brokerage commissions, attorneys' fees,
finder's fees, financial advisory fees, accounting fees, underwriting fees,
investment banking fees, and other similar commissions and fees (and expenses
and disbursements of any of the foregoing), in each case, to the extent paid or
payable by such Company; (b) printing and related expenses and filing,
recording, or registration fees or charges or similar fees or charges paid by
such Company; and (c) taxes paid or payable by such Company to any Governmental
Authority as a result of such transaction.

      NOTES means each promissory note substantially in the form of EXHIBIT A,
executed by Borrower, and all modifications, amendments, renewals, extensions,
and restatements of all or any part thereof, and NOTE means any one of the
Notes.

      NOTICE OF CONVERSION/CONTINUATION means a notice substantially in the form
of EXHIBIT C.

      OBLIGATION means all present and future indebtedness, liabilities, and
obligations, and all renewals and extensions thereof, or any part thereof, now
or hereafter owed to any Credit Party or any Affiliate of any Credit Party by
Borrower pursuant to any Loan Document, together with all interest accruing
thereon, fees, costs, and expenses (including all Attorney Costs incurred in the
enforcement or collection thereof) payable under the Loan Documents (including
any amounts payable under SECTION 4).

      PARTICIPANT is defined in SECTION 13.13(d).

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT  11
<PAGE>

      PAYMENT OFFICE means Administrative Agent's office located at Dallas,
Texas or such other office as Administrative Agent shall notify Borrower and the
Credit Parties in writing.

      PBGC means the Pension Benefit Guaranty Corporation, or any successor
thereof, established pursuant to ERISA.

      PERMITTED LIENS means Liens permitted under SECTION 9.2 as described in
such SECTION.

      PERSON means any individual, entity, or Governmental Authority.

      POTENTIAL DEFAULT means the occurrence of any event or existence of any
circumstance which, with the giving of notice or lapse of time or both, would
become an Event of Default.

      PRIME RATE means, for any day, a fluctuating rate per annum equal to the
higher of (a) the Federal Funds Rate for such day plus one-half of one percent
(0.5%), and (b) the per annum rate of interest in effect for such day as
publicly announced from time to time by Bank of America, N.A. as its prime rate,
which rate may not be the lowest rate of interest charged by Bank of America,
N.A. to its customers for such day. The "prime rate" is a rate set by Bank of
America, N.A. based upon various factors including its costs and desired return,
general economic conditions, and other factors, and it is used as a reference
point for pricing of some loans which may be priced at, above, or below such
announced rate. Any change in Bank of America N.A.'s "prime rate" or the Federal
Funds Rate shall be effective on the effective date of such change in the "prime
rate" or the Federal Funds Rate.

      PRIME RATE BORROWING means a Borrowing bearing interest at the sum of the
Prime Rate plus the Applicable Margin for Prime Rate Borrowings.

      PRINCIPAL DEBT means, for a Credit Party and at any time, the unpaid
principal balance of all outstanding Borrowings from such Credit Party hereunder
as of such date.

      PRO RATA or PRO RATA PART, for each Lender, means (a) for purposes of any
commitment to participate in Letters of Credit and fund Borrowings in respect of
this Agreement, respectively, the percentage stated opposite such Lender's name
as set forth on SCHEDULE 2.1 or on the most recently amended SCHEDULE 2.1, if
any, prepared by Administrative Agent pursuant to SECTION 2.2 or SECTION 13.13,
and (b) for all other purposes, the proportion which the portion of the
Principal Debt and L/C Obligations owed to such Lender (without duplication,
whether directly (net of participations sold to other Lenders) or by
participation) bears to the Total Outstandings at the time in question, or if no
Principal Debt or L/C Obligations are outstanding, then the proportion that the
aggregate of such Lender's Commitment bears to the Total Commitment then in
effect.

      QUARTERLY CONSOLIDATED NET INCOME means, for any fiscal quarter,
Consolidated Adjusted Net Income for such quarter; provided that if Consolidated
Adjusted Net Income for any quarter is less than $0, then Quarterly Consolidated
Net Income for such fiscal quarter shall be equal to $0.

      RECOURSE DEBT means all Debt of each Unrestricted Subsidiary on which any
Restricted Company is obligated, as a guarantor or otherwise.

      REGISTER is defined in SECTION 13.13(c).

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT  12
<PAGE>

      REGULATION D means Regulation D of the Board of Governors of the Federal
Reserve System, as amended.

      REGULATION U means Regulation U of the Board of Governors of the Federal
Reserve System, as amended.

      RELEASE means any spilling, leaking, pumping, pouring, emitting, emptying,
discharging, injecting, escaping, leaching, dumping, or disposing into the
environment (including air, groundwater, surface water, soil, other
environmental media, or natural resources).

      REPAYMENT DATE is defined in SECTION 2.1(c)(vii).

      REPORTABLE EVENT shall have the meaning specified in Section 4043 of ERISA
or the regulations issued thereunder in connection with an Employee Plan,
excluding events for which the notice requirement is waived under applicable
PBGC regulations other than those events described in Sections 2615.11, 2615.15
and 2615.19 of such regulations, including each such provision as it may
subsequently be renumbered.

      REPRESENTATIVES means representatives, officers, directors, employees,
attorneys, and agents.

      REQUIRED LENDERS means (a) on any date of determination prior to
termination of the Total Commitment, those Lenders (other than Defaulting
Lenders) collectively holding more than fifty percent (50%) of the Total
Commitment (excluding the Commitments of any Defaulting Lenders), or (b) on any
date of determination occurring after the Total Commitment has terminated, those
Lenders collectively holding more than fifty percent (50%) of the Total
Outstandings (excluding the Principal Debt and L/C Obligations of any Defaulting
Lenders).

      RESERVE REQUIREMENT means, at any time, the maximum rate at which reserves
(including any marginal, special, supplemental, or emergency reserves) are
required to be maintained under regulations issued from time to time by the
Board of Governors of the Federal Reserve System (or any successor) by member
banks of the Federal Reserve System against "Eurocurrency liabilities" (as such
term is used in Regulation D). Without limiting the effect of the foregoing, the
Reserve Requirement shall reflect any other reserves required to be maintained
by such member banks with respect to (a) any category of liabilities which
includes deposits by reference to which the Adjusted Eurodollar Rate is to be
determined, or (b) any category of extensions of credit or other assets which
include Eurodollar Borrowings. The Adjusted Eurodollar Rate shall be adjusted
automatically on and as of the effective date of any change in the Reserve
Requirement.

      RESPONSIBLE OFFICER of Borrower means its (or any) chairman, vice
chairman, president, chief executive officer, chief financial officer, executive
vice president, senior vice president, or treasurer, or, for all purposes under
the Loan Documents, any other officer designated from time to time by the Board
of Directors or Executive Committee of the Board of Directors of Borrower, which
designated officer is acceptable to Administrative Agent.

      RESTRICTED COMPANY means Borrower and each Restricted Subsidiary.

      RESTRICTED SUBSIDIARY means each of Borrower's Subsidiaries, other than
Unrestricted Subsidiaries.

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT  13
<PAGE>

      RIGHTS means rights, remedies, powers, privileges, and benefits.

      SCHEDULE means, unless specified otherwise, a schedule attached to this
Agreement, as the same may be supplemented and modified from time to time in
accordance with the terms of the Loan Documents.

      SOLVENT means, as to a Person, that (a) the aggregate fair market value of
such Person's assets exceeds its liabilities (whether contingent, subordinated,
unmatured, unliquidated, or otherwise), (b) such Person has sufficient cash flow
to enable it to pay its Debts as they mature, and (c) such Person does not have
unreasonably small capital to conduct such Person's businesses.

      S & P means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc. and any successor thereto.

      S & P RATING means the most recently-announced rating from time to time of
S & P assigned to any class of long-term senior, unsecured debt securities
issued by Borrower, as to which no letter of credit, guaranty, or third-party
credit support is in place, regardless of whether all or any part of such Debt
has been issued at the time such rating was issued.

      STOCK means all shares, options, warrants, general or limited partnership
interests, membership interests, or other ownership interests (regardless of how
designated) of or in a corporation, partnership, limited liability company,
trust, or other entity, whether voting or nonvoting, including common stock,
preferred stock, or any other similar "equity security" (as such term is defined
in Rule 3a11-1 of the General Rules and Regulations promulgated by the
Securities and Exchange Commission under the Securities Exchange Act of 1934, as
amended).

      SUBORDINATED DEBT means any Debt of Borrower (a) subordinated to the
Obligation and including customary provisions regarding payment blockage,
payover, standstill, voting rights, and notices, (b) which, as of the date of
calculation, is not considered a "current liability" in accordance with GAAP,
and (c) which requires no payments of principal until its maturity.

      SUBSEQUENT LENDER is defined in SECTION 2.2(b).

      SUBSIDIARY means, in respect of any Person (herein referred to as the
"PARENT"), any corporation, partnership, limited liability company, association,
or other business entity (a) of which Stock representing more than fifty percent
(50%) of the equity or more than fifty percent (50%) of the ordinary voting
power or more than fifty percent (50%) of the general partnership interests are,
at the time any determination is being made, owned, Controlled, or held, or (b)
which is, at the time any determination is made, otherwise Controlled, by the
Parent or one or more Subsidiaries of the Parent or by the Parent and one or
more Subsidiaries of the Parent. "CONTROL" shall mean the possession, directly
or indirectly, of the power to direct or cause the direction of the management
or policies of a Person, whether through the ownership of Stock, by contract, or
otherwise, and "CONTROLLING" and "CONTROLLED" shall have meanings correlative
thereto.

      TANGIBLE NET WORTH means, for any Person as of any date of determination,
the consolidated shareholders' equity of such Person determined in accordance
with GAAP, less (without duplication), the sum of the following: (a) all
intangibles determined in accordance with GAAP (including, without

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT  14
<PAGE>

limitation, goodwill and deferred or capitalized acquisition costs), (b)
unamortized Debt discount and expense, (c) any non-cash gain (or plus any
non-cash loss, as applicable) resulting from any mark-to-market adjustments made
directly to consolidated shareholders' equity as a result of fluctuations in the
value of financial instruments owned by Borrower or any of its Subsidiaries as
mandated under FAS 133, and (d) all reserves (except contingency reserves not
allocated to specific purposes and not deducted from assets, which are properly
treated as appropriations of surplus or retained earnings) and any write-up in
book value of assets resulting from a revaluation of such asset subsequent to
March 31, 2004.

      TAX CODE means the Internal Revenue Code of 1986, as amended, together
with the rules and regulations promulgated thereunder.

      TAXES means, for any Person, taxes, assessments, duties, levies, imposts,
deductions, charges, or withholdings, or other governmental charges or levies
imposed upon such Person, its income, or any of its properties, franchises, or
assets.

      TERMINATION DATE means the earlier of (a) July 15, 2005, and (b) the
effective date of any other termination or cancellation of all of Lenders'
Commitments to make Credit Extensions under, and in accordance with, this
Agreement.

      TOTAL COMMITMENT means, on any date of determination, the sum of all
Commitments for all Lenders (as the same may have been reduced, increased, or
canceled in accordance with this Agreement) then in effect, which sum shall not
exceed $300,000,000 unless the Total Commitment is increased pursuant to SECTION
2.2(b).

      TOTAL OUTSTANDINGS means the amount of Total Principal Debt plus (without
duplication) the outstanding amount of L/C Obligations.

      TOTAL PRINCIPAL DEBT means, at any time, the sum of the Principal Debt of
all Lenders.

      TYPE means any type of Borrowing determined with respect to the interest
option applicable thereto.

      UNREIMBURSED AMOUNT has the meaning set forth in SECTION 2.1(c)(i).

      UNRESTRICTED SUBSIDIARY means any Subsidiary (a) that is designated as an
Unrestricted Subsidiary on the Closing Date and listed on SCHEDULE 7.3, or (b)
as otherwise designated in a writing delivered to Administrative Agent and
meeting the requirements set forth in SECTION 8.12.

      WHOLLY-OWNED when used in connection with any Subsidiary shall mean a
Subsidiary of which all of the issued and outstanding shares of Stock (except
shares required as directors' qualifying shares) shall be owned by Borrower or
one or more of its Wholly-owned Subsidiaries.

      1.2 NUMBER AND GENDER OF WORDS; OTHER REFERENCES. Unless otherwise
specified in the Loan Documents, (a) where appropriate, the singular includes
the plural and vice versa, and words of any gender include each other gender,
(b) heading and caption references may not be construed in interpreting
provisions, (c) monetary references are to currency of the United States of
America, (d) section, paragraph, annex, schedule, exhibit, and similar
references are to the particular Loan Document in which they are used, (e)
references to "telecopy," "facsimile," "fax," or similar terms are to facsimile
or telecopy

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT  15
<PAGE>

transmissions, (f) references to "including" mean including without limiting the
generality of any description preceding that word, (g) the rule of construction
that references to general items that follow references to specific items are
limited to the same type or character of those specific items is not applicable
in the Loan Documents, (h) references to any Person include that Person's heirs,
personal representatives, successors, trustees, receivers, and permitted
assigns, (i) references to any Legal Requirement include every amendment or
supplement to it, rule and regulation adopted under it, and successor or
replacement for it, and (j) references to any Loan Document or other document
include every renewal and extension of it, amendment and supplement to it, and
replacement or substitution for it.

      1.3 ACCOUNTING PRINCIPLES. All accounting and financial terms used in the
Loan Documents and the compliance with each financial covenant therein shall be
determined in accordance with GAAP, and all accounting principles shall be
applied on a consistent basis so that the accounting principles in a current
period are comparable in all material respects to those applied during the
preceding comparable period. If Borrower or any Credit Party determines that a
change in GAAP from that in effect on the date hereof has altered the treatment
of certain financial data to its detriment under this Agreement, then such party
may, by written notice to the others and Administrative Agent not later than ten
(10) days after the effective date of such change in GAAP, request renegotiation
of the financial covenants affected by such change. If Borrower and Required
Lenders have not agreed on revised covenants within thirty (30) days after
delivery of such notice, then, for purposes of this Agreement, GAAP will mean
generally accepted accounting principles without giving effect to the change
that gave rise to the renegotiation.

      1.4 TIME REFERENCES. Unless otherwise specified in the Loan Documents (a)
time references are to time in Chicago, Illinois, and (b) in calculating a
period from one date to another, the word "from" means "from and including" and
the word "to" or "until" means "to but excluding."

      1.5 LETTER OF CREDIT AMOUNTS. Unless otherwise specified, all references
herein to the amount of a Letter of Credit at any time shall be deemed to mean
the maximum face amount of such Letter of Credit after giving effect to all
increases thereof contemplated by such Letter of Credit or any documents related
thereto, whether or not such maximum face amount is in effect at such time.

SECTION 2 CREDIT EXTENSION PROVISIONS.

      2.1 LETTERS OF CREDIT.

      (a) THE LETTER OF CREDIT COMMITMENT.

            (i) Subject to the terms and conditions set forth herein, (A) each
      L/C Issuer agrees, in reliance upon the agreements of the other Lenders
      set forth in this SECTION 2.1, (x) from time to time on any Business Day
      during the period from the Closing Date until the Termination Date, to
      issue Letters of Credit for the account of Borrower or for the account of
      Borrower and one or more Subsidiaries (provided that the issuance of a
      Letter of Credit for the account of a Subsidiary of Borrower shall not
      relieve Borrower of any of its obligations under this Agreement), and to
      amend (which may include renewals, extensions, or increases in a Letter of
      Credit) Letters of Credit previously issued by it, in accordance with
      SECTION 2.1(b); (y) from time to time on any Business Day during the
      period from the Termination Date until the Business Day immediately prior
      to the Letter of Credit Expiration Date, to amend Letters of Credit
      previously issued by it in accordance with SECTION 2.1(b); provided that
      no such amendment shall renew, extend, or increase any such Letter of
      Credit; and (z) at any time, in accordance with the terms of the Letters

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT  16
<PAGE>

      of Credit, to honor drafts under the Letters of Credit; provided that no
      L/C Issuer shall be obligated to make any L/C Credit Extension with
      respect to any Letter of Credit if the Total Outstandings would exceed the
      Total Commitment; and (B) Lenders severally agree to participate in
      Letters of Credit issued for the account of Borrower or for the account of
      Borrower and one or more Subsidiaries; provided that no Lender shall be
      obligated to participate in any Letter of Credit if as of the date of such
      L/C Credit Extension, any Lender's Pro Rata Part of the Total Outstandings
      would exceed such Lender's Commitment. Within the foregoing limits, and
      subject to the terms and conditions hereof, Borrower's ability to obtain
      Letters of Credit shall be fully revolving, and accordingly Borrower may,
      during the foregoing period, obtain Letters of Credit to replace Letters
      of Credit that have expired or been canceled or that have been drawn upon
      and reimbursed. All Existing Letters of Credit shall be deemed to be
      Letters of Credit which have been issued pursuant hereto, and from and
      after the Closing Date shall be subject to and governed by the terms and
      conditions hereof; provided that, subject to the terms and conditions
      hereof and relying on the representations and warranties herein set forth,
      Bank One, NA agrees to continue outstanding until expiration each of the
      Existing Letters of Credit issued by it and to be an L/C Issuer solely
      with respect to such Existing Letters of Credit until the earlier of (A)
      consummation of the merger between JPMorgan Chase Bank and Bank One, NA,
      in which case JPMorgan Chase Bank shall automatically become the L/C
      Issuer with respect to such Existing Letters of Credit and Bank One, NA
      shall cease to be a L/C Issuer hereunder, and (B) the date of the
      expiration or cancellation of all Existing Letters of Credit issued by
      Bank One, NA.

            (ii) No L/C Issuer shall issue any Letter of Credit if:

                  (A)   any order, judgment, or decree of any Governmental
                        Authority with jurisdiction over such L/C Issuer shall
                        by its terms purport to enjoin or restrain such L/C
                        Issuer from issuing such Letter of Credit, or any Legal
                        Requirement applicable to such L/C Issuer or any request
                        or directive (whether or not having the force of law)
                        from any Governmental Authority with jurisdiction over
                        such L/C Issuer shall prohibit, or request that such L/C
                        Issuer refrain from, the issuance of letters of credit
                        generally or such Letter of Credit in particular or
                        shall impose upon such L/C Issuer with respect to such
                        Letter of Credit any restriction, reserve, or capital
                        requirement (for which such L/C Issuer is not otherwise
                        compensated hereunder) not in effect on the Closing
                        Date, or shall impose upon such L/C Issuer any
                        unreimbursed loss, cost, or expense which was not
                        applicable on the Closing Date and which such L/C Issuer
                        in good faith deems material to it;

                  (B)   the expiry date of such requested Letter of Credit would
                        occur more than twelve (12) months after the date of
                        issuance, unless the Required Lenders have approved such
                        expiry date, except for the applicable Existing Letters
                        of Credit (but not renewals or extensions thereof) and
                        Letters of Credit issued after the Closing Date
                        (including renewals and extensions of Existing Letters
                        of Credit) in an aggregate maximum available amount that
                        does not exceed $5,000,000 at any time;

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT  17
<PAGE>

                  (C)   the issuance of such Letter of Credit would violate any
                        applicable Legal Requirement or one or more policies of
                        such L/C Issuer with respect to the issuance of letters
                        of credit generally;

                  (D)   such Letter of Credit is in an initial amount less than
                        $10,000 (unless otherwise agreed to by Administrative
                        Agent and the L/C Issuer) or is to be used for a purpose
                        other than general corporate needs including insurance
                        bonding requirements or denominated in a currency other
                        than Dollars;

                  (E)   a default of any Lender's obligation to fund under
                        SECTION 2.1(c) exists or any Lender is at such time a
                        Defaulting Lender hereunder, unless (1) such L/C Issuer
                        has entered into satisfactory arrangements with Borrower
                        or such Lender to eliminate such L/C Issuer's risk with
                        respect to such Lender, or (2) after giving effect to
                        such Letter of Credit, the Total Outstandings do not
                        exceed the Total Commitment excluding the Commitment of
                        such Defaulting Lender. Nothing contained in this
                        Section 2.1(a)(ii)(E) shall relieve any Lender from
                        liability to Borrower for any breach of its obligations
                        arising under this Agreement, including its obligations
                        under Section 2.1(c)(ix); or

                  (F)   such L/C Issuer has received notice (which may be by
                        telephone or in writing) on or before the date of such
                        issuance from Administrative Agent, any Lender, or
                        Borrower that one of more of the applicable conditions
                        specified in SECTION 6.2 have not been satisfied.

            (iii) No L/C Issuer shall be obligated to amend (which may include
      renewals, extensions, or increases in a Letter of Credit) any Letter of
      Credit if (A) such L/C Issuer would have no obligation at such time to
      issue such Letter of Credit in its amended form under the terms hereof, or
      (B) the beneficiary of such Letter of Credit does not accept the proposed
      amendment to such Letter of Credit.

      (b) PROCEDURES FOR ISSUANCE AND AMENDMENT OF LETTERS OF CREDIT.

            (i) Each Letter of Credit shall be issued or amended, as the case
      may be, upon the request of Borrower delivered to an L/C Issuer (with a
      copy to Administrative Agent) in the form of a Letter of Credit
      Application, appropriately completed and signed by a Responsible Officer
      of Borrower. Such Letter of Credit Application must be received by an L/C
      Issuer and Administrative Agent not later than 11:00 a.m. at least five
      (5) Business Days (or such later date and time as such L/C Issuer may
      agree in a particular instance in its sole discretion) prior to the
      proposed issuance date or date of amendment, as the case may be. In the
      case of a request for an initial issuance of a Letter of Credit, such
      Letter of Credit Application shall specify in form and detail reasonably
      satisfactory to such L/C Issuer: (A) the proposed issuance date of the
      requested Letter of Credit (which shall be a Business Day); (B) the amount
      thereof; (C) the expiry date thereof; (D) the name and address of the
      beneficiary thereof; (E) the documents to be presented by such beneficiary
      in case of any drawing thereunder; (F) the full text of any certificate to
      be presented by such beneficiary in case of any drawing thereunder; (G)
      the name and address of any Subsidiary that is an account party along with
      Borrower; and (H) such other matters as such L/C

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT  18
<PAGE>

      Issuer may reasonably require. In the case of a request for an amendment
      of any outstanding Letter of Credit, such Letter of Credit Application
      shall specify in form and detail reasonably satisfactory to the applicable
      L/C Issuer: (A) the Letter of Credit to be amended; (B) the proposed date
      of amendment thereof (which shall be a Business Day); (C) the nature of
      the proposed amendment; and (D) such other matters as such L/C Issuer may
      reasonably require.

            (ii) Promptly after receipt of any Letter of Credit Application, the
      L/C Issuer will confirm with Administrative Agent (by telephone or in
      writing) that Administrative Agent has received a copy of such Letter of
      Credit Application from Borrower and, if not, the L/C Issuer will provide
      Administrative Agent with a copy thereof. Upon receipt by such L/C Issuer
      of confirmation from Administrative Agent that the requested issuance or
      amendment is permitted in accordance with the terms hereof, then, subject
      to the terms and conditions hereof, such L/C Issuer shall, on the
      requested date, issue a Letter of Credit for the account of Borrower or
      Borrower and the specified Subsidiary or enter into the applicable
      amendment, as the case may be, in each case in accordance with such L/C
      Issuer's usual and customary business practices. If, prior to the issuance
      of a Letter of Credit, the applicable L/C Issuer receives a request from
      Borrower to review the Letter of Credit to be issued, such L/C Issuer
      shall send a copy of such proposed Letter of Credit to Borrower for
      review. Immediately upon the issuance of each Letter of Credit, each
      Lender shall be deemed to, and hereby irrevocably and unconditionally
      agrees to, purchase from such L/C Issuer a risk participation in such
      Letter of Credit in an amount equal to the product of such Lender's Pro
      Rata Part times the amount of such Letter of Credit.

            (iii) If Borrower so requests in any applicable Letter of Credit
      Application, the applicable L/C Issuer may, in its sole and absolute
      discretion, agree to issue a Letter of Credit that has automatic renewal
      provisions (each, an "AUTO-RENEWAL LETTER OF CREDIT"); provided that any
      such Auto-Renewal Letter of Credit must permit such L/C Issuer to prevent
      any such renewal at least once in each twelve-month period (commencing
      with the date of issuance of such Letter by Credit) by giving prior notice
      to the beneficiary thereof not later than a day (the "NONRENEWAL NOTICE
      DATE") in each such twelve-month period to be agreed upon at the time such
      Letter of Credit is issued. Unless otherwise directed in writing by such
      L/C Issuer, Borrower shall not be required to make a specific request to
      such L/C Issuer for any such renewal. Once an Auto-Renewal Letter of
      Credit has been issued, such L/C Issuer shall be permitted to renew such
      Letter of Credit at any time prior to the Letter of Credit Expiration
      Date; provided, however, that such L/C Issuer shall not permit any such
      renewal if (A) such L/C Issuer has determined that it could not at such
      time issue such Letter of Credit in its renewed form under the terms
      hereof (by reason of the provisions of SECTION 2.1(a)(ii) or otherwise),
      or (B) it has received notice (which may be by telephone or in writing) on
      or before the day that is two Business Days before the Nonrenewal Notice
      Date (1) from the Administrative Agent that the Required Lenders have
      elected not to permit such renewal or (2) from the Administrative Agent,
      any Lender or Borrower that one or more of the applicable conditions
      specified in SECTION 6.2 is not then satisfied.

            (iv) Promptly after its delivery of any Letter of Credit or any
      amendment to a Letter of Credit to an advising bank with respect thereto
      or to the beneficiary thereof, the L/C Issuer will also deliver to
      Borrower and Administrative Agent a true and complete copy of such Letter
      of Credit or amendment.

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT  19
<PAGE>

      (c) DRAWINGS AND REIMBURSEMENTS; FUNDING OF PARTICIPATIONS.

            (i) Upon receipt from the beneficiary of any Letter of Credit of any
      notice of a drawing under such Letter of Credit, the applicable L/C Issuer
      shall promptly notify Borrower and Administrative Agent thereof. Not later
      than 11:00 a.m. on the date of any payment by any L/C Issuer under a
      Letter of Credit (each such date, an "HONOR DATE"), Borrower shall
      reimburse such L/C Issuer through Administrative Agent in an amount equal
      to the amount of such drawing (prior to any conversion into a Borrowing,
      the "UNREIMBURSED AMOUNT"); provided that if the Honor Date for such
      Letter of Credit occurs prior to the Termination Date, then, unless
      Borrower reimburses L/C Issuer through Administrative Agent in respect of
      such drawing prior to 11:00 a.m. on such Honor Date, such Unreimbursed
      Amount shall automatically convert into a Prime Rate Borrowing or, if
      Borrower has so elected pursuant to and in accordance with SECTION
      2.1(c)(ii) and so long as no Event of Default exists, into a Eurodollar
      Borrowing.

            (ii) Borrower may, upon irrevocable notice to L/C Issuer and
      Administrative Agent in accordance with SECTION 2.1(c)(iii), (A) elect, as
      of any Business Day, to convert any Prime Rate Borrowing (or Unreimbursed
      Amount if such Business Day occurs prior to the Termination Date) into a
      Eurodollar Borrowing or (B) elect, as of the last day of any Interest
      Period having a duration of fourteen (14) days, (x) to continue Eurodollar
      Borrowings having Interest Periods expiring on such day as Eurodollar
      Borrowings having Interest Periods of fourteen (14) days, or (y) to
      convert Eurodollar Borrowings having Interest Periods expiring on such day
      into Prime Rate Borrowings. When Borrower requests to convert any
      Unreimbursed Amount or Prime Rate Borrowing into a Eurodollar Borrowing,
      Borrower may elect the interest period (each an "INTEREST PERIOD")
      applicable thereto, which shall be, at Borrower's option, fourteen (14)
      days or one (1) month in each case to the extent available from each
      Lender; provided, however, that: (a) the initial Interest Period for a
      Eurodollar Borrowing shall commence on the date of such Borrowing
      (including the date of any Conversion thereto), and each Interest Period
      occurring thereafter in respect of such Borrowing shall commence on the
      day on which the next preceding Interest Period applicable thereto
      expires; (b) if any Interest Period for a Eurodollar Borrowing begins on a
      day for which there is no numerically corresponding Business Day in the
      calendar month at the end of such Interest Period, then such Interest
      Period shall end on the next Business Day immediately following what
      otherwise would have been such numerically corresponding day in the
      calendar month at the end of such Interest Period (unless such date would
      be in a different calendar month from what would have been the month at
      the end of such Interest Period, or unless there is no numerically
      corresponding day in the calendar month at the end of the Interest Period;
      whereupon, such Interest Period shall end on the last Business Day in the
      calendar month at the end of such Interest Period); (c) no Interest Period
      may be chosen with respect to any portion of any Borrowing which would
      extend beyond the scheduled repayment date (including any dates on which
      mandatory prepayments are required to be made) for such portion of the
      Total Principal Debt.

            (iii) Borrower shall deliver a Notice of Conversion/Continuation to
      be received by L/C Issuer and Administrative Agent not later than 11:00
      a.m. at least three (3) Business Days in advance of the
      Conversion/Continuation Date, specifying:

            (A)   the proposed Conversion/Continuation Date;

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT  20
<PAGE>

            (B)   the type of Borrowing resulting from the proposed conversion
                  or continuation; and

            (C)   other than in the case of conversions into Prime Rate
                  Borrowings, the duration of the requested Interest Period.

      Upon receipt of a Notice of Conversion/Continuation, Administrative Agent
      shall promptly notify each Lender of the contents thereof and such notice
      shall not thereafter be revocable by Borrower.

            (iv) If upon the expiration of any Interest Period Borrower has
      failed to continue the Eurodollar Borrowings having Interest Periods then
      expiring, Borrower shall be deemed to have elected to convert such
      Eurodollar Borrowings into Prime Rate Borrowings effective as of the
      expiration date of such Interest Period.

            (v) Each Borrowing shall bear interest on the outstanding principal
      amount thereof from the date of such Borrowing until the date repaid at a
      rate per annum equal to the Adjusted Eurodollar Rate or the Prime Rate, as
      the case may be (and subject to Borrower's right to convert to the other
      type of Borrowing under this SECTION 2.1(c)), plus the Applicable Margin.
      Notwithstanding the foregoing, after the Termination Date any Unreimbursed
      Amounts shall bear interest at the Default Rate. Interest on each
      Borrowing shall be paid in arrears on the Repayment Date.

            (vi) Borrower may, subject to SECTION 2.1(c)(viii) and upon at least
      one (1) Business Day's notice to Administrative Agent, prepay any
      Borrowing in whole or in part by prepaying the principal amount to be
      prepaid together with accrued interest thereon to the date of prepayment
      plus any amounts owing pursuant to SECTION 4.5.

            (vii) All Borrowings resulting from an Unreimbursed Amount shall be
      due and payable on the thirty-first (31st) day after the date the
      Unreimbursed Amount is converted into a Borrowing (or, if such day is not
      a Business Day, on the first (1st) Business Day succeeding such day) (the
      "REPAYMENT DATE").

            (viii) If Borrower prepays any Eurodollar Borrowings on any day
      other than the last day of an Interest Period applicable thereto, or if
      any Unreimbursed Amount or Prime Rate Borrowing is not converted or
      continued into an Eurodollar Borrowing after notice has been given to
      Administrative Agent in accordance with SECTION 2.1(c)(iii), Borrower
      shall reimburse each Lender for any amounts owing pursuant to SECTION 4.5.

            (ix) If Borrower fails to reimburse the applicable L/C Issuer on any
      Honor Date, then Administrative Agent shall, upon notice from the
      applicable L/C Issuer, notify each Lender of the Honor Date, the
      Unreimbursed Amount, whether the Unreimbursed Amount has been converted
      into a Prime Rate Borrowing or Eurodollar Borrowing, and such Lender's Pro
      Rata Part of such Unreimbursed Amount or Borrowing. Each Lender (including
      the Lender acting as L/C Issuer) shall upon any such notice make funds
      available to Administrative Agent for the account of the applicable L/C
      Issuer at the Applicable Lending Office of Administrative Agent in an
      amount equal to its Pro Rata Part of such Unreimbursed Amount or Borrowing
      not later than 1:00 p.m. on the Business Day specified in such notice by
      Administrative Agent. Administrative Agent shall remit the funds so
      received to the applicable L/C Issuer.

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT  21
<PAGE>

            (x) Until each Lender funds its participation or Pro Rata Part of a
      Borrowing pursuant to SECTION 2.1(c)(ix) to reimburse the applicable L/C
      Issuer for any amount drawn under any Letter of Credit, interest in
      respect of such Lender's Pro Rata Part of such amount shall be solely for
      the account of such L/C Issuer.

            (xi) Each Lender's obligation to fund participations or Borrowings
      to reimburse each L/C Issuer for amounts drawn under Letters of Credit
      issued in accordance with this Agreement, as contemplated by this SECTION
      2.1(c), shall inure to the benefit of all parties to this Agreement and
      shall be absolute and unconditional and shall not be affected by any
      circumstance, including (A) any set-off, counterclaim, recoupment,
      defense, or other right which such Lender may have against an L/C Issuer,
      Borrower, or any other Person for any reason whatsoever, (B) the
      occurrence or continuance of an Event of Default or Potential Default, (C)
      any amendment, renewal, or extension of any Letter of Credit, or (D) any
      other occurrence, event, or condition, whether or not similar to any of
      the foregoing.

            (xii) If any Lender fails to make available to Administrative Agent
      for the account of an L/C Issuer any amount required to be paid by such
      Lender pursuant to the foregoing provisions of this SECTION 2.1(c) by the
      time specified in SECTION 2.1(c)(ix), such L/C Issuer shall be entitled to
      recover from such Lender (acting through Administrative Agent), on demand,
      such amount with interest thereon for the period from the date such
      payment is required to the date on which such payment is immediately
      available to such L/C Issuer at a rate per annum equal to the Federal
      Funds Rate from time to time in effect. A certificate of an L/C Issuer
      submitted to any Lender (through Administrative Agent) with respect to any
      amounts owing under this SECTION 2.1(c)(xii) shall be conclusive absent
      manifest error.

      (d) REPAYMENT OF PARTICIPATIONS OR BORROWINGS.

            (i) At any time after an L/C Issuer has made a payment under any
      Letter of Credit and has received from any Lender such Lender's funding of
      its participation in an Unreimbursed Amount or Pro Rata Part of a
      Borrowing as a result of such payment in accordance with SECTION 2.1(c),
      if Administrative Agent receives for the account of such L/C Issuer any
      payment in respect of the related Unreimbursed Amount or Borrowing or
      interest thereon (whether directly from Borrower or otherwise)
      Administrative Agent will distribute to such Lender its Pro Rata Part
      thereof in the same funds as those received by Administrative Agent.

            (ii) If any payment received by Administrative Agent for the account
      of an L/C Issuer pursuant to SECTION 2.1(c)(i) is required to be returned
      under any of the circumstances described in SECTION 13.14 (including
      pursuant to any settlement entered into by an L/C Issuer in its
      discretion), each Lender shall pay to Administrative Agent for the account
      of such L/C Issuer its Pro Rata Part thereof on demand of Administrative
      Agent, plus interest thereon from the date of such demand to the date such
      amount is returned by such Lender, at a rate per annum equal to the
      Federal Funds Rate from time to time in effect.

      (e) OBLIGATIONS ABSOLUTE. The obligation of Borrower to reimburse an L/C
Issuer for each drawing under each Letter of Credit and to repay each Borrowing
shall be absolute, unconditional, and irrevocable, and shall be paid strictly in
accordance with the terms of this Agreement under all circumstances, including
the following:

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT  22
<PAGE>

            (i) any lack of validity or enforceability of such Letter of Credit,
      this Agreement, or any other agreement or instrument relating thereto;

            (ii) the existence of any claim, counterclaim, set-off, defense, or
      other right that Borrower may have at any time against any beneficiary or
      any transferee of such Letter of Credit (or any Person for whom any such
      beneficiary or any such transferee may be acting), any L/C Issuer or any
      other Person, whether in connection with this Agreement, the transactions
      contemplated hereby, or by such Letter of Credit or any agreement or
      instrument relating thereto, or any unrelated transaction;

            (iii) any draft, demand, certificate, or other document presented
      under such Letter of Credit proving to be forged, fraudulent, invalid, or
      insufficient in any respect or any statement therein being untrue or
      inaccurate in any respect; or any loss or delay in the transmission or
      otherwise of any document required in order to make a drawing under such
      Letter of Credit;

            (iv) any payment by any L/C Issuer under such Letter of Credit
      against presentation of a draft or certificate that does not strictly
      comply with the terms of such Letter of Credit; or any payment made by any
      L/C Issuer under such Letter of Credit to any Person purporting to be a
      trustee in bankruptcy, debtor-in-possession, assignee for the benefit of
      creditors, liquidator, receiver, or other representative of or successor
      to any beneficiary or any transferee of such Letter of Credit, including
      any arising in connection with any proceeding under any Debtor Relief Law;
      or

            (v) any other circumstance or happening whatsoever, whether or not
      similar to any of the foregoing, including any other circumstance that
      might otherwise constitute a defense available to, or a discharge of,
      Borrower.

Borrower shall promptly examine a copy of each Letter of Credit and each
amendment thereto that is delivered to it and, in the event of any claim of
noncompliance with Borrower's instructions or other irregularity, Borrower will
promptly notify the applicable L/C Issuer. Borrower shall be conclusively deemed
to have waived any such claim against each L/C Issuer and their correspondents
unless such notice is given as aforesaid.

      (f) ROLE OF L/C ISSUER. Each Lender and Borrower agree that, in paying any
drawing under a Letter of Credit, no L/C Issuer shall have any responsibility to
obtain any document (other than any sight draft, certificates, and documents
expressly required by the Letter of Credit) or to ascertain or inquire as to the
validity or accuracy of any such document or the authority of the Person
executing or delivering any such document. No L/C Issuer, Agent-Related Person,
or any of the respective correspondents, participants, or assignees of any L/C
Issuer shall be liable to any Lender for (i) any action taken or omitted in
connection herewith at the request or with the approval of the Lenders or the
Required Lenders, as applicable, (ii) any action taken or omitted in the absence
of gross negligence or willful misconduct, or (iii) the due execution,
effectiveness, validity, or enforceability of any document or instrument related
to any Letter of Credit or Letter of Credit Application. Borrower hereby assumes
all risks of the acts or omissions of any beneficiary or transferee with respect
to its use of any Letter of Credit; provided, however, that this assumption is
not intended to, and shall not, preclude Borrower's pursuing such rights and
remedies as it may have against the beneficiary or transferee at law or under
any other agreement. No L/C Issuer, Agent-Related Person, or any of the
respective correspondents,

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT  23
<PAGE>

participants, or assignees of any L/C Issuer, shall be liable or responsible for
any of the matters described in SECTIONS 2.01(e)(i) THROUGH (v); provided,
however, that anything in such clauses or elsewhere in this Agreement or any
other Loan Document to the contrary notwithstanding, Borrower may have a claim
against an L/C Issuer, and an L/C Issuer may be liable to Borrower, to the
extent, but only to the extent, of any direct, as opposed to consequential or
exemplary, damages suffered by Borrower which Borrower proves were caused by
such L/C Issuer's willful misconduct, bad faith, or gross negligence or such L/C
Issuer's willful failure to pay under any Letter of Credit after the
presentation to it by the beneficiary of a sight draft and certificate(s)
strictly complying with the terms and conditions of a Letter of Credit. In
furtherance and not in limitation of the foregoing, each L/C Issuer may accept
documents that appear on their face to be in order, without responsibility for
further investigation, regardless of any notice or information to the contrary,
and no L/C Issuer shall be responsible for the validity or sufficiency of any
instrument transferring or assigning or purporting to transfer or assign a
Letter of Credit or the rights or benefits thereunder or proceeds thereof, in
whole or in part, which may prove to be invalid or ineffective for any reason.

      (g) APPLICABILITY OF ISP98 AND UCP. Unless otherwise expressly agreed by
any L/C Issuer and Borrower when a Letter of Credit is issued, (i) the rules of
the "International Standby Practices 1998" published by the Institute of
International Banking Law & Practice (or such later version thereof as may be in
effect at the time of issuance) shall apply to each standby Letter of Credit,
and (ii) the rules of the Uniform Customs and Practice for Documentary Credits,
as most recently published by the International Chamber of Commerce (the "ICC")
at the time of issuance (including the ICC decision published by the Commission
on Banking Technique and Practice on April 6, 1998 regarding the European single
currency (euro)) shall apply to each commercial Letter of Credit.

      (h) CONFLICT WITH LETTER OF CREDIT APPLICATION. In the event of any
conflict between the terms hereof and the terms of any Letter of Credit
Application, the terms hereof shall control.

      (i) CASH COLLATERAL. If, as of the Letter of Credit Expiration Date, any
Letter of Credit may for any reason remain outstanding and partially or wholly
undrawn, Borrower shall immediately Cash Collateralize the then-undrawn amount
of all outstanding Letters of Credit (in an amount equal to such outstanding
amount determined as of the Letter of Credit Expiration Date). For purposes
hereof, "CASH COLLATERALIZE" means to pledge and deposit with or deliver to
Administrative Agent, for the ratable benefit of each L/C Issuer and the
Lenders, as collateral for the undrawn amount of all outstanding Letters of
Credit, cash or deposit account balances pursuant to documentation in form and
substance satisfactory to Administrative Agent and each L/C Issuer (which
documents are hereby consented to by the Lenders). Derivatives of such term have
corresponding meanings. Effective as of the time Borrower is required under this
SECTION 2.1(i) or any other provision of this Agreement or the Loan Documents to
Cash Collateralize the then-undrawn amount of all outstanding Letters of Credit,
Borrower hereby grants to Administrative Agent, for the ratable benefit of each
L/C Issuer and the Lenders, a security interest in all such cash, deposit
accounts and all balances therein and all proceeds of the foregoing in an amount
equal to such undrawn amount of outstanding Letters of Credit. Cash collateral
shall be maintained in blocked, non-interest bearing deposit accounts at
Administrative Agent. Cash collateral shall be released from such Lien as and to
the extent that Letters of Credit expire or terminate or are drawn upon and
reimbursed.

      (j) L/C ISSUER REPORTING REQUIREMENTS. Each L/C Issuer shall, no later
than the third (3rd) Business Day following the last day of each month, provide
to Administrative Agent a schedule of the Letters of Credit issued by it, in
form and substance reasonably satisfactory to Administrative Agent,

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT  24
<PAGE>

showing the date of issuance of each Letter of Credit, the account party, the
original face amount (if any), the expiration date, and the reference number of
any Letter of Credit outstanding at any time during such month, and showing the
aggregate amount (if any) payable by Borrower to such L/C Issuer during the such
month pursuant to SECTION 5.4. Promptly after the receipt of such schedule from
each L/C Issuer, Administrative Agent shall provide to Lenders a summary of such
schedules.

      2.2 LENDERS; INCREASE IN TOTAL COMMITMENT.

      (a) The Lenders on the Closing Date shall be the Lenders set forth on
SCHEDULE 2.1 on the Closing Date.

      (b) At any time after the Closing Date through April 6, 2005,
Administrative Agent may, from time to time at the request of Borrower, increase
the Total Commitment by (i) admitting additional Lenders hereunder (each a
"SUBSEQUENT LENDER"), or (ii) increasing the Commitment of any Lender (each an
"INCREASING LENDER"), subject to the following conditions:

            (A)   each Subsequent Lender is an Eligible Assignee;

            (B)   Borrower executes (i) a new Note payable to the order of a
                  Subsequent Lender, if requested, or (ii) a replacement Note
                  payable to the order of an Increasing Lender if such
                  Increasing Lender previously received a Note;

            (C)   each Subsequent Lender executes and delivers to Administrative
                  Agent a signature page to this Agreement;

            (D)   after giving effect to the admission of any Subsequent Lender
                  or the increase in the Commitment of any Increasing Lender,
                  the Total Commitment does not exceed $400,000,000 less the
                  amount of any previous reduction pursuant to SECTION 2.3;

            (E)   each increase in the Total Commitment shall be in the amount
                  of $10,000,000 or a greater integral multiple of $500,000;

            (F)   no admission of any Subsequent Lender shall increase the
                  Commitment of any existing Lender without the written consent
                  of such Lender;

            (G)   no Potential Default or Event of Default exists or would occur
                  after giving effect to such increase;

            (H)   no Lender shall be an Increasing Lender without the written
                  consent of such Lender; and

            (I)   the amount of all increases in the Total Commitment pursuant
                  to this SECTION 2.2 shall not exceed $100,000,000 in the
                  aggregate.

After the admission of any Subsequent Lender or the increase in the Commitment
of any Increasing Lender, Administrative Agent shall promptly provide to each
Lender and to Borrower a new SCHEDULE 2.1 to this Agreement. In the event that
there are any Unreimbursed Amounts or Borrowings outstanding after giving effect
to an increase in the Total Commitment pursuant to this SECTION 2.2, upon notice
from Administrative Agent to Lenders, the amount of such Unreimbursed Amounts or
Borrowings owing to each Lender shall be appropriately adjusted to reflect the
new Pro Rata Parts of Lenders, and Borrower shall pay any Consequential Losses
associated therewith pursuant to SECTION 4.5.

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT  25
<PAGE>

      2.3 VOLUNTARY TERMINATION OR REDUCTION OF COMMITMENTS. Without premium or
penalty, and upon giving not less than ten (10) Business Days prior written and
irrevocable notice to Administrative Agent, Borrower may permanently terminate
in whole or in part the Total Commitment; provided that: (a) each partial
termination shall be in the amount of $5,000,000 or a greater integral multiple
of $1,000,000; (b) the amount of the Total Commitment may not be reduced below
the Total Outstandings; and (c) each reduction shall be allocated Pro Rata among
Lenders in accordance with their respective Pro Rata Parts. Promptly after
receipt of such notice of termination or reduction, Administrative Agent shall
notify each Lender of the proposed termination or reduction. Such termination or
partial reduction of the Total Commitment shall be effective on the Business Day
specified in Borrower's notice (which date must be at least ten (10) Business
Days after Borrower's delivery of such notice). In the event that the Total
Commitment is reduced to zero and there are no outstanding Obligations, this
Agreement shall be terminated to the extent specified in SECTION 13.14, and all
Letter of Credit fees and other fees then earned and unpaid hereunder and all
other amounts of the Obligation then due and owing shall be immediately due and
payable, without notice or demand by any Credit Party.

SECTION 3 TERMS OF PAYMENT.

      3.1 NOTES AND PAYMENTS.

      (a) NOTES. The Credit Extensions made by each Lender shall be evidenced by
one or more accounts or records maintained by such Lender and by Administrative
Agent in the ordinary course of business. The accounts or records maintained by
Administrative Agent and each Lender shall be conclusive absent manifest error
of the amount of the Credit Extensions made by such Lender and the interest and
payments thereon. Any failure to so record or any error in doing so shall not,
however, limit or otherwise affect the obligation of Borrower hereunder to pay
any amount owing with respect to the Obligation. In the event of any conflict
between the accounts and records maintained by any Lender and the accounts and
records of Administrative Agent in respect of such matters, the accounts and
records of Administrative Agent shall control in the absence of manifest error.
Upon the request of any Lender made through Administrative Agent, Borrower shall
execute and deliver to such Lender (through Administrative Agent) a Note which
shall evidence the Borrowings from such Lender and shall be in the face amount
of such Lender's Commitment in addition to such accounts or records. Each Lender
may attach schedules to its Note and endorse thereon the date, Type (if
applicable), amount and maturity of Borrowings and payments with respect
thereto.

      (b) PAYMENTS. Each payment or prepayment on the Obligation is due and must
be paid by Borrower to Administrative Agent at its Payment Office in Dollars and
in immediately available funds, without set-off, deduction, defense, recoupment,
or counterclaim, by 11:00 a.m. on the day due. Payments made after 11:00 a.m.
shall be deemed made on the Business Day next following. If any payment or
prepayment on the Obligation is stated to be due on a day that is not a Business
Day, such payment shall be due on the next following Business Day, and, to the
extent applicable, interest and fees shall continue to accrue until such payment
or prepayment is actually made. Administrative Agent shall pay to each Lender
any payment or prepayment to which such Lender is entitled hereunder on the same
day Administrative Agent shall have received the same from Borrower; provided
that such payment or prepayment is received by Administrative Agent prior to
11:00 a.m., and otherwise before 11:00 a.m. on the Business Day next following.
If and to the extent Administrative Agent shall not make such payments to
Lenders when due as set forth in the preceding sentence, then such unpaid
amounts shall

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT  26
<PAGE>

accrue interest, payable by Administrative Agent, at the Federal Funds Rate from
the due date until (but not including) the date on which Administrative Agent
makes such payments to Lenders.

      3.2 MANDATORY PAYMENTS.

      (a) Each Borrowing is due and payable on the Repayment Date for such
Borrowing.

      (b) On any date of determination, if the Total Outstandings exceed the
Total Commitment, then Borrower shall either prepay the Principal Debt and/or
Cash Collateralize or cause to be canceled the undrawn amount of outstanding
Letters of Credit in at least the amount of such excess, together with (A) all
accrued and unpaid interest on the Principal Debt prepaid, and (B) any
Consequential Loss arising as a result thereof.

      (c) All mandatory payments pursuant to this SECTION 3.2 shall be applied
to the Principal Debt owing to each Lender according to its Pro Rata Part except
as otherwise specifically provided herein.

      3.3 DEFAULT RATE. At the option of Required Lenders at any time while an
Event of Default exists and to the extent permitted by all Legal Requirements,
all past due Principal Debt and all past due accrued interest thereon, and fees
and expenses payable hereunder and under the other Loan Documents shall bear
interest at the Default Rate until paid, regardless whether such payment is made
before or after entry of a judgment.

      3.4 INTEREST RECAPTURE. If the designated rate applicable to any Borrowing
exceeds the Maximum Rate, then the rate of interest on such Borrowing shall be
limited to the Maximum Rate, but any subsequent reductions in such designated
rate shall not reduce the rate of interest thereon below the Maximum Rate until
the total amount of interest accrued thereon equals the amount of interest which
would have accrued thereon if such designated rate had at all times been in
effect. In the event that at maturity (stated or by acceleration), or at final
payment of the Total Principal Debt, the total amount of interest paid or
accrued is less than the amount of interest which would have accrued if such
designated rates had at all times been in effect, then, at such time and to the
extent permitted by all Legal Requirements, Borrower shall pay an amount equal
to the difference between (a) the lesser of the amount of interest which would
have accrued if such designated rates had at all times been in effect and the
amount of interest which would have accrued if the Maximum Rate had at all times
been in effect, and (b) the amount of interest actually paid or accrued on the
Total Principal Debt.

      3.5 INTEREST CALCULATIONS.

      (a) All computations of interest for Prime Rate Borrowings shall be made
on the basis of a year of 365 or 366 days, as the case may be, and actual days
elapsed. All other computations of interest shall be calculated on the basis of
actual number of days (including the first (1st) day but excluding the last day)
elapsed but computed as if each calendar year consisted of 360 days. All
interest rate determinations and calculations by Administrative Agent shall be
conclusive and binding absent manifest error.

      (b) The provisions of this Agreement relating to the calculation of the
Prime Rate and the Adjusted Eurodollar Rate are included only for the purpose of
determining the rate of interest or other amounts to be paid hereunder that are
based upon such rate.

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT  27
<PAGE>

      3.6 MAXIMUM RATE. Regardless of any provision contained in any Loan
Document, no Credit Party shall ever be entitled to contract for, charge, take,
reserve, receive, or apply, as interest on the Obligation, or any part thereof,
any amount in excess of the Maximum Rate, and if any Credit Party ever does so,
then such excess shall be deemed a partial prepayment of principal and treated
hereunder as such and any remaining excess shall be refunded to Borrower. In
determining if the interest paid or payable exceeds the Maximum Rate, Borrower
and the Credit Parties shall, to the maximum extent permitted under all Legal
Requirements, (a) treat all Borrowings as but a single extension of credit (and
the Credit Parties and Borrower agree that such is the case and that provision
herein for multiple Borrowings is for convenience only), (b) characterize any
non-principal payment as an expense, fee, or premium rather than as interest,
(c) exclude voluntary prepayments and the effects thereof, and (d) amortize,
prorate, allocate, and spread the total amount of interest throughout the entire
contemplated term of the Obligation; provided that if the Obligation is paid and
performed in full prior to the end of the full contemplated term thereof, and if
the interest received for the actual period of existence thereof exceeds the
Maximum Amount, then the Credit Parties shall refund such excess, and, in such
event, the Credit Parties shall not, to the extent permitted by all Legal
Requirements, be subject to any penalties provided by any Legal Requirements for
contracting for, charging, taking, reserving, or receiving interest in excess of
the Maximum Amount.

      3.7 ORDER OF APPLICATION.

      (a) Payments and prepayments of the Obligation shall be applied in the
order and manner specified in this Agreement; provided, however, if no order is
otherwise specified and no Potential Default or Event of Default exists,
payments and prepayments of the Obligation shall be applied first, to fees,
second, to accrued interest then due and payable on the Total Principal Debt,
and then to the remaining Obligation in the order and manner as Borrower may
direct.

      (b) If a Potential Default or Event of Default exists (or if Borrower
fails to give directions as permitted under SECTION 3.7(a)), any payment or
prepayment (including proceeds from the exercise of any Rights) shall be applied
to the Obligation in the following order: (i) to the ratable payment of all
fees, expenses, and indemnities for which the Credit Parties have not been paid
or reimbursed in accordance with the Loan Documents; (ii) to the ratable payment
of accrued and unpaid interest on the Total Principal Debt; (iii) to the ratable
payment of the Total Principal Debt; and (iv) to the payment of the remaining
Obligation in the order and manner Required Lenders deem appropriate.

      (c) Subject to the provisions of SECTION 12 and provided that
Administrative Agent shall not in any event be bound to inquire into or to
determine the validity, scope, or priority of any interest or entitlement of any
Credit Party and may suspend all payments or seek appropriate relief (including
instructions from Required Lenders or an action in the nature of interpleader)
in the event of any doubt or dispute as to any apportionment or distribution
contemplated hereby, Administrative Agent shall promptly distribute such amounts
to each Credit Party in accordance with this Agreement and the related Loan
Documents.

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT  28
<PAGE>

      3.8 RIGHT OF SET-OFF; ADJUSTMENTS.

      (a) SET-OFF. Upon the occurrence and during the continuance of any Event
of Default, each Lender (and each of its Affiliates) is hereby authorized at any
time and from time to time, to the fullest extent permitted by applicable Legal
Requirements, to set off and apply any and all deposits (general or special,
time or demand, provisional or final) at any time held and other indebtedness at
any time owing by such Lender (or any of its Affiliates) to or for the credit or
the account of Borrower against any and all of the obligations of Borrower now
or hereafter existing under this Agreement and the Note held by such Lender,
irrespective of whether such Lender shall have made any demand under this
Agreement or such Note and although such obligations may be unmatured. Each
Lender agrees promptly to notify Borrower after any such set-off and application
made by such Lender; provided, however, that the failure to give such notice
shall not affect the validity of such set-off and application. The rights of
each Lender under this SECTION 3.8(A) are in addition to other rights and
remedies (including, without limitation, other rights of set-off) that such
Lender may have.

      (b) SHARING OF PAYMENTS. If any Lender (a "BENEFITED LENDER") shall at any
time receive any payment of all or part of the Borrowings or participations in
Unreimbursed Amounts owing to it, or interest thereon, or receive any collateral
in respect thereof (whether voluntarily or involuntarily, by set-off, or
otherwise), in a greater proportion than any such payment to or collateral
received by any other Lender, if any, in respect of such other Lender's
Borrowings owing to it, or interest thereon, then such Benefited Lender shall
purchase for cash from the other Lenders a participating interest in such
portion of each such other Lender's Borrowings owing to it, or shall provide
such other Lenders with the benefits of any such collateral, or the proceeds
thereof, as shall be necessary to cause such Benefited Lender to share the
excess payment or benefits of such collateral or proceeds ratably with all
Lenders; provided, however, that if all or any portion of such excess payment or
benefits is thereafter recovered from such Benefited Lender, then such purchase
shall be rescinded, and the purchase price and benefits returned, to the extent
of such recovery, but without interest. Borrower agrees that any Lender so
purchasing a participation from a Lender pursuant to this SECTION 3.8(b) may, to
the fullest extent permitted by applicable Legal Requirements, exercise all of
its rights of payment (including the right of set-off) with respect to such
participation as fully as if such Person were the direct creditor of Borrower in
the amount of such participation.

      3.9 BOOKING BORROWINGS. To the extent permitted by all Legal Requirements,
any Lender may make, carry, or transfer its Borrowings at, to, or for the
account of any of its branch offices or the office of any of its Affiliates;
provided that no Affiliate shall be entitled to receive any greater payment
under SECTION 4 than the transferor Lender would have been entitled to receive
with respect to such Borrowings.

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT  29
<PAGE>

SECTION 4 CHANGE IN CIRCUMSTANCES.

      4.1 INCREASED COST AND REDUCED RETURN.

      (a) CHANGE IN LEGAL REQUIREMENTS. If, after the date hereof, the adoption
or phase-in of any applicable Legal Requirement, or any change in any applicable
Legal Requirement, or any change in the interpretation or administration thereof
by any Governmental Authority charged with the interpretation or administration
thereof, or compliance by any Lender (or its Applicable Lending Office) with any
request or directive (whether or not having the force of law) of any such
Governmental Authority:

            (i) shall subject such Lender (or its Applicable Lending Office) to
      any tax, duty, or other charge with respect to any Eurodollar Borrowing,
      its Note, any Letter of Credit issued by it or its obligation to make
      Eurodollar Borrowings or issue or participate in Letters of Credit, or
      change the basis of taxation of any amounts payable to such Lender (or its
      Applicable Lending Office) under this Agreement or its Note in respect of
      any Eurodollar Borrowings or any L/C Obligations owing to it (other than
      taxes imposed on the overall net income of such Lender by the jurisdiction
      in which such Lender has its principal office or such Applicable Lending
      Office);

            (ii) shall impose, modify, or deem applicable any reserve, special
      deposit, assessment, or similar requirement (other than the Reserve
      Requirement utilized in the determination of the Adjusted Eurodollar Rate)
      relating to any extensions of credit or other assets of, or any deposits
      with or other liabilities or commitments of, such Lender (or its
      Applicable Lending Office), including the Commitment of such Lender
      hereunder; or

            (iii) shall impose on such Lender (or its Applicable Lending Office)
      or the London interbank market any other condition affecting this
      Agreement or its Note or any of such extensions of credit or liabilities
      or commitments;

and the result of any of the foregoing is or would be to increase the cost to
such Lender (or its Applicable Lending Office) of being obligated to make,
making, Converting into, Continuing, or maintaining any Eurodollar Borrowings or
of issuing Letters of Credit or purchasing or maintaining participations in
Letters of Credit or to reduce any sum received or receivable by such Lender (or
its Applicable Lending Office) under this Agreement or its Note with respect to
any Eurodollar Borrowings or with respect to any L/C Obligations owing to it,
then Borrower shall pay to such Lender on demand such amount or amounts as will
compensate such Lender for such increased cost or reduction. If any Lender
requests compensation by Borrower under this SECTION 4.1(a), then Borrower may,
by notice to such Lender (with a copy to Administrative Agent), suspend the
obligation of such Lender to make or Continue Eurodollar Borrowings, or Convert
all Eurodollar Borrowings into Prime Rate Borrowings, until the event or
condition giving rise to such request ceases to be in effect (in which case the
provisions of SECTION 4.4 shall be applicable); provided that such suspension
shall not affect the Right of such Lender to receive the compensation so
requested.

      (b) CAPITAL ADEQUACY. If, after the date hereof, any Lender shall have
determined that the adoption or phase-in of any applicable Legal Requirement
regarding capital adequacy or any change therein or in the interpretation or
administration thereof by any Governmental Authority charged with the
interpretation or administration thereof, or any request or directive regarding
capital adequacy (whether or not having the force of law) of any such
Governmental Authority, has or would have the effect of

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT  30
<PAGE>

reducing the rate of return on the capital of such Lender or any corporation
controlling such Lender as a consequence of such Lender's obligations hereunder
to a level below that which such Lender or such corporation could have achieved
but for such adoption, change, request, or directive (taking into consideration
its policies with respect to capital adequacy), then from time to time upon
demand Borrower shall pay to such Lender such additional amount or amounts as
will compensate such Lender for such reduction.

      (c) NOTICE. Each Lender shall promptly notify Borrower and Administrative
Agent of any event of which it has knowledge, occurring after the date hereof,
which will entitle such Lender to compensation pursuant to this SECTION 4.1 and
will use reasonable efforts to designate a different Applicable Lending Office
if such designation will avoid the need for, or reduce the amount of, such
compensation and will not, in the judgment of such Lender, be otherwise
disadvantageous to it. Any Lender claiming compensation under this SECTION 4.1
shall furnish to Borrower and Administrative Agent a statement setting forth the
additional amount or amounts to be paid to it hereunder which shall be
conclusive in the absence of manifest error. In determining such amount, such
Lender may use any reasonable averaging and attribution methods.

      4.2 LIMITATION ON TYPES OF BORROWINGS.

      If on or prior to the first (1st) day of any Interest Period for any
Eurodollar Borrowing:

      (a) Administrative Agent determines (which determination shall be
conclusive) that by reason of circumstances affecting the relevant market,
adequate and reasonable means do not exist for ascertaining the Eurodollar Rate
for such Interest Period; or

      (b) Required Lenders determine (which determination shall be conclusive)
and notify Administrative Agent that the Adjusted Eurodollar Rate will not
adequately and fairly reflect the cost to Lenders of funding Eurodollar
Borrowings for such Interest Period;

then Administrative Agent shall give Borrower and each Lender prompt notice
thereof specifying the relevant amounts or periods, and so long as such
condition remains in effect, Lenders shall be under no obligation to make
additional Eurodollar Borrowings, Continue any Eurodollar Borrowings, or to
Convert any Prime Rate Borrowings to Eurodollar Borrowings and Borrower shall,
on the last day(s) of the then-current Interest Period(s) for the outstanding
Eurodollar Borrowings, either prepay such Borrowings or Convert such Borrowings
into Prime Rate Borrowings in accordance with the terms of this Agreement.

      4.3 ILLEGALITY. Notwithstanding any other provision of this Agreement, in
the event that it becomes unlawful for any Lender or its Applicable Lending
Office to make, maintain, or fund Eurodollar Borrowings hereunder, then such
Lender shall promptly notify Administrative Agent and Borrower thereof and such
Lender's obligation to make or Continue Eurodollar Borrowings and to Convert
Prime Rate Borrowings into Eurodollar Borrowings shall be suspended until such
time as such Lender may again make, maintain, and fund Eurodollar Borrowings (in
which case the provisions of SECTION 4.4 shall be applicable).

      4.4 TREATMENT OF AFFECTED LOANS. If the obligation of any Lender to make
or Continue Eurodollar Borrowings or to Convert Prime Rate Borrowings into
Eurodollar Borrowings shall be suspended pursuant to SECTION 4.1, 4.2, or 4.3,
then such Lender's Eurodollar Borrowings shall be automatically Converted into
Prime Rate Borrowings on the last day(s) of the then current Interest

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT  31
<PAGE>

Period(s) for all Eurodollar Borrowings (or, in the case of a Conversion
required by SECTION 4.3, on such earlier date as such Lender may specify to
Borrower with a copy to Administrative Agent) and, unless and until such Lender
gives notice as provided below that the circumstances specified in SECTION 4.1,
4.2, or 4.3 that gave rise to such Conversion no longer exist:

      (a) to the extent that such Lender's Eurodollar Borrowings have been so
Converted, all payments and prepayments of principal that would otherwise be
applied to such Lender's Eurodollar Borrowings shall be applied instead to its
Prime Rate Borrowings; and

      (b) all Borrowings that would otherwise be made or Continued by such
Lender as Eurodollar Borrowings shall be made or Continued instead as Prime Rate
Borrowings, and all Borrowings of such Lender that would otherwise be Converted
into Eurodollar Borrowings shall be Converted instead into (or shall remain as)
Prime Rate Borrowings.

If such Lender gives notice to Borrower (with a copy to Administrative Agent)
that the circumstances specified in SECTION 4.1, 4.2, or 4.3 that gave rise to
the Conversion of such Lender's Eurodollar Borrowings pursuant to this SECTION
4.4 no longer exist (which such Lender agrees to do promptly upon such
circumstances ceasing to exist) at a time when Eurodollar Borrowings made by
other Lenders are outstanding, then such Lender's Prime Rate Borrowings shall be
automatically Converted, on the first (1st) day(s) of the next succeeding
Interest Period(s) for such outstanding Eurodollar Borrowings, to the extent
necessary so that, after giving effect thereto, all Eurodollar Borrowings held
by Lenders are held Pro Rata (as to principal amounts, Types, and Interest
Periods).

      4.5 COMPENSATION. Upon the request of any Lender, Borrower shall pay to
such Lender such amount or amounts as shall be sufficient (in the reasonable
opinion of such Lender) to compensate it for any loss, cost, or expense (herein
called a "CONSEQUENTIAL LOSS") incurred by it as a result of:

      (a) any payment, prepayment, or Conversion of a Eurodollar Borrowing for
any reason (including the acceleration of the Obligation pursuant to SECTION
11.1) on a date other than the last day of the Interest Period for such
Borrowing; or

      (b) any failure by Borrower for any reason (including the failure of any
condition precedent specified in SECTION 6 to be satisfied) to Convert,
Continue, or prepay a Eurodollar Borrowing on the date for such Conversion,
Continuation, or prepayment specified in the relevant Notice of Conversion or
Continuation.

      4.6 TAXES.

      (a) Any and all payments by Borrower to or for the account of any Credit
Party hereunder or under any other Loan Document shall be made free and clear of
and without deduction for any and all present or future Taxes, excluding, in the
case of each Credit Party, Taxes based on or measured by its income, and
franchise taxes imposed on it by the jurisdiction under the Legal Requirements
of which such Credit Party (or its Applicable Lending Office) is organized or
any political subdivision thereof (such income and franchise Taxes being
"EXCLUDED TAXES"). If Borrower shall be required by any Legal Requirement to
deduct any Taxes (other than Excluded Taxes) from or in respect of any sum
payable under this Agreement or any other Loan Document to any Credit Party,
then (i) the sum payable shall be increased as necessary so that after making
all required deductions (including deductions applicable to additional sums
payable under this SECTION 4.6) such Credit Party receives an amount equal to
the sum it

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT  32
<PAGE>

would have received had no such deductions been made, (ii) Borrower shall make
such deductions, and (iii) Borrower shall pay the full amount deducted to the
relevant taxation authority or other authority in accordance with all Legal
Requirements.

      (b) In addition, Borrower agrees to pay any and all present or future
stamp or documentary Taxes and any other excise or property Taxes or charges or
similar levies which arise from any payment made under this Agreement or any
other Loan Document or from the execution or delivery of, or otherwise with
respect to, this Agreement or any other Loan Document (hereinafter referred to
as "OTHER TAXES").

      (c) Borrower agrees to indemnify each Credit Party for the full amount of
Taxes (other than Excluded Taxes) and Other Taxes (including any Taxes or Other
Taxes imposed or asserted by any jurisdiction on amounts payable under this
SECTION 4.6) paid by such Credit Party and any liability (including penalties,
interest, and expenses) arising therefrom or with respect thereto.

      (d) Each Lender organized under the Legal Requirements of a jurisdiction
outside the United States, on or prior to the date of its execution and delivery
of this Agreement in the case of each Lender listed on the signature pages
hereof and on or prior to the date on which it becomes a Lender in the case of
each other Lender, and from time to time thereafter if requested in writing by
Borrower or Administrative Agent (but only so long as such Lender remains
lawfully able to do so), shall provide Borrower and Administrative Agent with
(i) Internal Revenue Service Form 1001 or 4224, as appropriate, or any successor
form prescribed by the Internal Revenue Service, certifying that such Lender is
entitled to benefits under an income tax treaty to which the United States is a
party which reduces the rate of withholding tax on payments of interest or
certifying that the income receivable pursuant to this Agreement is effectively
connected with the conduct of a trade or business in the United States, (ii)
Internal Revenue Service Form W-8 or W-9, as appropriate, or any successor form
prescribed by the Internal Revenue Service, and (iii) any other form or
certificate required by any taxing authority (including any certificate required
by Sections 871(h) and 881(c) of the Tax Code), certifying that such Lender is
entitled to an exemption from or a reduced rate of tax on payments pursuant to
this Agreement or any of the other Loan Documents.

      (e) For any period with respect to which a Lender referred to in the
foregoing SECTION 4.6(d) has failed to provide Borrower and Administrative Agent
with the appropriate form pursuant to SECTION 4.6(d) (unless such failure is due
to a change in any Legal Requirement occurring subsequent to the date on which a
form originally was required to be provided), such Lender shall not be entitled
to indemnification under SECTIONS 4.6(a) or (b) with respect to Taxes imposed by
the United States; provided, however, that should a Lender, which is otherwise
exempt from or subject to a reduced rate of withholding tax, become subject to
Taxes (other than Excluded Taxes) because of its failure to deliver a form
required hereunder, Borrower shall take such steps as such Lender shall
reasonably request to assist such Lender to recover such Taxes.

      (f) If Borrower is required to pay additional amounts to or for the
account of any Lender pursuant to this SECTION 4.6, then such Lender will agree
to use reasonable efforts to change the jurisdiction of its Applicable Lending
Office so as to eliminate or reduce any such additional payment which may
thereafter accrue if such change, in the judgment of such Lender, is not
otherwise disadvantageous to such Lender.

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT  33
<PAGE>

      (g) Within thirty (30) days after the date of any payment of Taxes or
Other Taxes, Borrower shall furnish to Administrative Agent the original or a
certified copy of a receipt evidencing such payment.

      (h) Without prejudice to the survival of any other agreement of Borrower
hereunder, the agreements and obligations of Borrower contained in SECTIONS 4.1,
4.5, and 4.6 shall survive the termination of the Total Commitment and the
payment in full of the Notes.

SECTION 5 FEES.

      5.1 TREATMENT OF FEES. Except as otherwise provided by any Legal
Requirement, the fees described in this SECTION 5: (a) do not constitute
compensation for the use, detention, or forbearance of money; (b) are in
addition to, and not in lieu of, interest and expenses otherwise described in
this Agreement; (c) shall be payable in accordance with SECTION 3.1; (d) shall
be non-refundable; (e) shall, to the fullest extent permitted by all Legal
Requirements, bear interest, if not paid when due, at the Default Rate; and (f)
shall be calculated on the basis of actual number of days (including the first
day but excluding the last day) elapsed, but computed as if each calendar year
consisted of 360 days.

      5.2 FEES OF ADMINISTRATIVE AGENT. Borrower shall pay to Administrative
Agent the fees specified in the Fee Letter, which fees shall be for the account
of Administrative Agent and for the account of the Credit Parties as shall be
agreed between Administrative Agent and each other Credit Party.

      5.3 LETTER OF CREDIT FEES. Borrower shall pay to Administrative Agent for
the account of the Lenders in accordance with their respective Pro Rata Parts a
Letter of Credit fee for each outstanding Letter of Credit equal to a rate per
annum equal to the Applicable Margin for Letters of Credit times the daily
maximum amount available to be drawn under such Letter of Credit (whether or not
such maximum amount is then in effect under such Letter of Credit). Such Letter
of Credit fees shall accrue and be computed on a quarterly basis in arrears, and
shall be due and payable (a) on the fifteenth (15th) day after the end of each
quarter for fees accrued through the last day of the preceding quarter, (b) on
the Letter of Credit Expiration Date, and (c) thereafter on demand. If there is
any change in the Applicable Margin during any quarter, the daily maximum amount
of each Letter of Credit shall be computed and multiplied by the Applicable
Margin separately for each period during such quarter that such Applicable
Margin was in effect.

      5.4 FRONTING FEE AND DOCUMENTARY AND PROCESSING CHARGES PAYABLE TO L/C
ISSUER. Borrower shall pay directly to the applicable L/C Issuer for its own
account a fronting fee with respect to each Letter of Credit issued or renewed
by such L/C Issuer equal to the greater of (a) $1,500 and (b) (i) 0.125% per
annum times (ii) the aggregate maximum amount which is available to be drawn
under such Letter of Credit (calculated based on the actual number of days
elapsed, and a calendar year of 360 days). Such fronting fee shall be due and
payable in installments in arrears (a) on the fifteenth (15th) day after the end
of each quarter for fees accrued through the last day of the preceding quarter,
(b) on the Letter of Credit Expiration Date, and (c) thereafter on demand;
provided that, if any fronting fee with respect to an Existing Letter of Credit
was previously paid in advance, then the unearned portion of such fronting fee
payment will be credited toward amounts owed hereunder. In addition, Borrower
shall pay directly to the applicable L/C Issuer for its own account the
customary issuance, presentation, amendment, and other processing fees, and
other standard costs and charges, of such L/C Issuer relating

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT  34
<PAGE>

to letters of credit as from time to time in effect. Such customary fees and
standard costs and charges are due and payable on demand and are nonrefundable.

      5.5 UNUSED FEE. For the period from the Closing Date to the Termination
Date, Borrower shall pay to Administrative Agent, for the ratable benefit of
Lenders, an unused fee, calculated daily but payable quarterly in installments
in arrears, on the fifteenth (15th) day after the end of each quarter for fees
accrued through the last day of the preceding quarter and on the Termination
Date, commencing September 30, 2004. Each installment shall be in an amount
equal to the product of (a) the rate per annum equal to the Applicable Margin
for Unused Fees times (b) the actual daily amount by which the Total Commitment
exceeds Total Outstandings.

SECTION 6 CONDITIONS PRECEDENT.

      6.1 CONDITIONS PRECEDENT TO CLOSING. This Agreement shall not become
effective unless the following conditions precedent are satisfied on or before
the Closing Date:

      (a) BORROWER DOCUMENTS. Borrower shall deliver or cause to be delivered to
Administrative Agent the following, each, unless otherwise noted, dated as of
the Closing Date:

            (i) certified copies of its Constituent Documents, together with
      existence and good standing certificates from the Secretary of State of
      Nevada and foreign qualification and good standing certificates from the
      State of Texas, each dated a recent date prior to the Closing Date;

            (ii) a certificate of Responsible Officers of Borrower certifying
      (A) its Constituent Documents, (B) resolutions of its Board of Directors
      (or of the "Executive Committee" of the Board of Directors upon delivery
      of resolutions of the Board of Directors authorizing such action by an
      Executive Committee) approving and authorizing the execution, delivery,
      and performance of this Agreement and the other Loan Documents, certified
      as of the Closing Date as being in full force and effect without
      modification or amendment, and (C) signatures and incumbency of its
      officers executing this Agreement and the other Loan Documents;

            (iii) executed originals of this Agreement, the Notes, if any,
      payable to the order of each applicable Lender and the other Loan
      Documents to be executed by Borrower; and

            (iv) such other documents as Administrative Agent may reasonably
      request.

      (b) OPINION OF COUNSEL FOR BORROWER. The Credit Parties and their
respective counsel shall have received originally executed copies of a favorable
written opinion of counsel for Borrower, in form and substance reasonably
satisfactory to Administrative Agent and its counsel, dated as of the Closing
Date, addressed to the Administrative Agent and the Lenders, and setting forth
substantially the matters in the opinions designated in EXHIBIT D.

      (c) FEES. Borrower shall have paid to Administrative Agent, (i) for
distribution (as appropriate) to the Credit Parties, the fees payable on the
Closing Date referred to in SECTION 5.2, and (ii) all reasonable fees and
expenses incurred by Administrative Agent and Arranger in connection with the
negotiation, preparation, and closing of the transactions evidenced by the Loan
Documents (including, without limitation, Attorney Costs).

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT  35
<PAGE>

      (d) COMPLETION OF PROCEEDINGS. All corporate and other proceedings taken
or to be taken in connection with the transactions contemplated hereby and all
documents incidental thereto not previously found acceptable by Administrative
Agent, acting on behalf of Lenders, and its counsel shall be satisfactory in
form and substance to Administrative Agent and such counsel, and Administrative
Agent and such counsel shall have received all such counterpart originals or
certified copies of such documents as Administrative Agent may reasonably
request.

      (e) TERMINATION OF EXISTING LETTER OF CREDIT FACILITY. Borrower shall have
provided to Administrative Agent evidence of payment (other than with respect to
the Existing Letters of Credit) and cancellation of the Existing Letter of
Credit Facility.

      6.2 CONDITIONS TO ALL CREDIT EXTENSIONS. The obligations of the Credit
Parties to make each Credit Extension (including the initial Credit Extension)
are subject to the following further conditions precedent:

      (a) NOTICE OF CREDIT EXTENSION. Administrative Agent and the applicable
L/C Issuer shall have received, in accordance with the provisions of SECTION
2.1, an originally executed Letter of Credit Application or Notice of
Conversion/Continuation, as applicable.

      (b) REPRESENTATIONS AND WARRANTIES; PERFORMANCE OF AGREEMENTS. As of the
date of such Credit Extension, Borrower's representations and warranties in each
Loan Document are true, correct, and complete in all material respects (unless
they speak to a specific date or are based on facts which have changed by
transactions expressly contemplated or permitted by this Agreement).

      (c) NO DEFAULT. No Potential Default or Event of Default exists or would
be caused by the making of such Credit Extension.

      (d) NO INJUNCTION OR RESTRAINING ORDER. No order, judgment, or decree of
any Governmental Authority shall purport to enjoin or restrain any Credit Party
from making such Credit Extension.

      (e) NO VIOLATION. The making of such Credit Extension shall not violate
any Legal Requirement, including Regulation T, Regulation U, or Regulation X of
the Board of Governors of the Federal Reserve System.

      (f) OTHER MATTERS. All matters related to such Credit Extension must be
satisfactory to Required Lenders and their respective counsel in their
reasonable determination, and upon the reasonable request of Administrative
Agent, Borrower shall deliver to Administrative Agent evidence substantiating
any of the matters in the Loan Documents which are necessary to enable Borrower
to qualify for such Credit Extension.

Each condition precedent in this Agreement is material to the transactions
contemplated in this Agreement, and time is of the essence in respect of each
thereof. Subject to the prior approval of Required Lenders, the Credit Parties
may make a Credit Extension without all conditions being satisfied, but, to the
extent permitted by all Legal Requirements, such Credit Extension shall not be
deemed to be a waiver of the requirement that each such condition precedent be
satisfied as a prerequisite for any subsequent Credit Extension, unless Required
Lenders specifically waive each such item in writing.

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT  36
<PAGE>

SECTION 7 REPRESENTATIONS AND WARRANTIES.

      Borrower represents and warrants to the Credit Parties as follows:

      7.1 PURPOSE OF LETTER OF CREDIT FACILITY. Borrower will use (or will loan
or contribute such proceeds to its Subsidiaries to so use) all proceeds of
Credit Extensions for one or more of the following: (a) for lawful, corporate
purposes; and (b) to satisfy its insurance bonding requirements. No Restricted
Company is engaged principally, or as one of its important activities, in the
business of extending credit for the purpose of purchasing or carrying any
"margin stock" within the meaning of Regulation U. No part of the proceeds of
any Credit Extension will be used, directly or indirectly, for a purpose which
violates any Legal Requirement, including the provisions of Regulation T, U, or
X (as enacted by the Board of Governors of the Federal Reserve System, as
amended). "Margin Stock" (as defined in Regulation U) constitutes less than
twenty-five percent (25%) of those assets of the Companies that are subject to
any limitation on sale, pledge, or similar restrictions hereunder.

      7.2 EXISTENCE, GOOD STANDING, AUTHORITY, AND AUTHORIZATIONS. Each
Restricted Company is duly organized, validly existing, and in good standing
under the Legal Requirements of its jurisdiction of organization. Each
Restricted Company is duly qualified to transact business and is in good
standing in each jurisdiction where the nature and extent of its business and
properties require the same, except where the failure to be so qualified could
not constitute a Material Adverse Event. Each Restricted Company possesses all
the Authorizations necessary or required in the conduct of its respective
business(es), and the same are valid, binding, enforceable, and subsisting
without any defaults thereunder or enforceable adverse limitations thereon and
are not subject to any proceedings or claims opposing the issuance, development,
or use thereof or contesting the validity thereof, except for any such
circumstance that could not be a Material Adverse Event.

      7.3 SUBSIDIARIES; CAPITAL STOCK. The Companies have no Subsidiaries except
as disclosed on SCHEDULE 7.3, such schedule reflecting each Subsidiary's
jurisdiction of incorporation (as supplemented and modified in writing from time
to time to reflect any changes to such SCHEDULE as a result of transactions
permitted or not prohibited by the Loan Documents) and each Unrestricted
Subsidiary is designated as such. All of the outstanding Stock of each
Subsidiary is duly authorized, validly issued, fully paid, and nonassessable
and, except (a) for directors' qualifying shares, or (b) as otherwise set forth
on SCHEDULE 7.3, are owned directly or indirectly by Borrower (as supplemented
and modified in writing from time to time to reflect any changes to such
SCHEDULE as a result of transactions permitted or not prohibited by the Loan
Documents), free and clear, in the case of all Restricted Subsidiaries, of any
Liens, restrictions (including restrictions on transfer), claims, or Rights of
another Person except for restrictions on transfer imposed by securities Legal
Requirements and general corporate Legal Requirements.

      7.4 AUTHORIZATION AND CONTRAVENTION. The execution and delivery by
Borrower of each Loan Document and the performance by Borrower of its
obligations thereunder (a) are within the corporate power of Borrower, (b) have
been duly authorized by all necessary corporate action on the part of Borrower,
(c) require no action by or in respect of Authorizations of or filing with, any
Governmental Authority, which action, Authorization, or filing has not been
taken, received, or made on or prior to the Closing Date (or if later, the date
of execution and delivery of such Loan Document) other than filing of the Loan
Documents pursuant to securities Legal Requirements, (d) will not violate any
provision of the Constituent Documents of any Company, (e) will not violate any
provision of any Legal Requirement applicable to any Company, other than such
violations which individually or collectively could not be a

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT  37
<PAGE>

Material Adverse Event, (f) will not violate any material written or oral
agreements, contracts, commitments, or understandings to which any Company is a
party, other than such violations which could not be a Material Adverse Event,
or (g) will not result in the creation or imposition of any Lien on any asset of
any Company.

      7.5 BINDING EFFECT. Upon execution and delivery by all parties thereto,
each Loan Document to which Borrower is a party will constitute a legal, valid,
and binding obligation of Borrower, enforceable against Borrower in accordance
with its terms, except as enforceability may be limited by applicable Debtor
Relief Laws and general principles of equity.

      7.6 FINANCIAL STATEMENTS. The Current Financials were prepared in
accordance with GAAP and present fairly, in all material respects, the
consolidated financial condition, results of operations, and cash flows of the
Companies as of and for the portion of the fiscal year ending on the date or
dates thereof (subject only to normal year-end audit adjustments). There were no
material liabilities, direct or indirect, fixed or contingent, of the Companies
as of the date or dates of the Current Financials which are required under GAAP
to be reflected therein or in the notes thereto, and are not so reflected. No
Material Adverse Event has occurred from March 31, 2004 to the Closing Date.

      7.7 LITIGATION, CLAIMS, INVESTIGATIONS. No Company is subject to, or aware
of the threat of, any Litigation which is reasonably likely to be determined
adversely to any Company, and, if so adversely determined, could (individually
or collectively with other Litigation) be a Material Adverse Event. There are no
outstanding orders or judgments for the payment of money in excess of
$25,000,000 (individually or collectively) or any warrant of attachment,
sequestration, or similar proceeding against the assets of any Company having a
value (individually or collectively) of $25,000,000 or more which is not either
(a) stayed on appeal, or (b) being contested in good faith by appropriate
proceedings diligently conducted, and against which reserves or other provisions
required by GAAP have been made. There are no formal complaints, suits, claims,
investigations, or proceedings initiated at or by any Governmental Authority
pending or, to the best knowledge of Borrower, threatened against any Company
which is reasonably likely to be determined adversely and, if so adversely
determined, could be a Material Adverse Event, nor any judgments, decrees, or
orders of any Governmental Authority outstanding against any Company that could
be a Material Adverse Event.

      7.8 TAXES. All Tax returns of each Company required to be filed have been
filed (or extensions have been granted) prior to delinquency, except for any
such returns for which the failure to so file could not be a Material Adverse
Event, and all Taxes imposed upon each Company which are due and payable have
been paid prior to delinquency, other than Taxes (a) that are being contested in
good faith by appropriate proceedings diligently conducted, and against which
reserves or other provisions required by GAAP have been made, or (b) for which
nonpayment thereof could not be a Material Adverse Event.

      7.9 ENVIRONMENTAL MATTERS. No Company, after reasonable inquiry, (a) knows
of any environmental condition or circumstance, such as the presence or Release
of any Hazardous Materials, on any property presently or previously owned or
leased by any Company or to which Hazardous Materials generated by any Company
have been taken, that could be a Material Adverse Event, (b) knows of any
violation by any Company of any Environmental Law that could be a Material
Adverse Event, or (c) knows that any Company is under any obligation to remedy
any violation of any Environmental Law or any Release or threatened Release of
any Hazardous Materials that could be a Material Adverse Event.

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT  38
<PAGE>

      7.10 EMPLOYEE BENEFIT PLANS. (a) No Employee Plan has incurred an
accumulated funding deficiency, as defined in Section 302 of ERISA and Section
412 of the Tax Code, (b) neither Borrower nor any ERISA Affiliate has incurred a
liability which is currently due and remains unpaid under Title IV of ERISA to
the PBGC or to an Employee Plan in connection with any such Employee Plan, (c)
neither Borrower nor any ERISA Affiliate has withdrawn in whole or in part from
participation in a Multiemployer Plan, (d) Borrower has not engaged in any
"prohibited transaction" (as defined in Section 406 of ERISA or Section 4975 of
the Tax Code), and (e) no Reportable Event has occurred which is reasonably
likely to result in the termination of an Employee Plan if such accumulated
funding deficiency, liability, withdrawal, prohibited transaction, or Reportable
Event is reasonably likely to result individually or in the aggregate in
liability on the part of Borrower in excess of $25,000,000. The present value of
all benefit liabilities within the meaning of Title IV of ERISA under each
Employee Plan (based on those actuarial assumptions used to fund such Employee
Plan) did not, as of the last annual valuation date for the most recent plan
year of such Employee Plan, exceed the value of the assets of such Employee
Plan, and the total present values of all benefit liabilities within the meaning
of Title IV of ERISA of all Employee Plans (based on the actuarial assumptions
used to fund each such Employee Plan) did not, as of the respective annual
valuation dates for the most recent plan year of each such Plan, exceed the
value of the assets of all such Employee Plans.

      7.11 PROPERTIES; LIENS. Each Restricted Company has good and indefeasible
title to all its property reflected on the Current Financials, except for
property that (a) is obsolete, or (b) has been disposed of in the ordinary
course of business or as otherwise permitted by the Loan Documents. Except for
Permitted Liens, there is no Lien on any property of any Restricted Company.

      7.12 GOVERNMENT REGULATIONS. No Company is subject to regulation under the
Investment Company Act of 1940, as amended, the Public Utility Holding Company
Act of 1935, as amended, or any other Legal Requirement (other than Regulations
T, U, and X of the Board of Governors of the Federal Reserve System) which
regulates the incurrence of Debt.

      7.13 TRANSACTIONS WITH AFFILIATES. No Restricted Company is a party to a
transaction with any of its Affiliates, other than transactions upon fair and
reasonable terms not materially less favorable than such Restricted Company
could obtain or could become entitled to in an arm's-length transaction with a
Person that was not its Affiliate.

      7.14 NO DEFAULT. No event has occurred and is continuing or would result
from the incurring of obligations by Borrower under this Agreement or any other
Loan Document which constitutes an Event of Default or a Potential Default. No
Restricted Company is in default under or with respect to any material written
or oral agreements, contracts, commitments, or understandings to which any
Restricted Company is party which could, individually or together with all such
defaults, be a Material Adverse Event.

      7.15 SOLVENCY. At the time of each Credit Extension hereunder, each
Restricted Company is (and after giving effect to the transactions contemplated
by the Loan Documents and any incurrence of additional Debt, will be) Solvent.

      7.16 COMPLIANCE WITH LEGAL REQUIREMENTS. No Company is in violation of any
Legal Requirements (including Environmental Laws), other than such violations
which could not, individually or collectively, be a Material Adverse Event. No
Company has received notice alleging any non-

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT  39
<PAGE>

compliance with any Legal Requirements, except for such non-compliance which no
longer exists or which could not be a Material Adverse Event.

      7.17 FULL DISCLOSURE. There is no material fact or condition relating to
the Loan Documents or the financial condition, business, or property of any
Company which could be a Material Adverse Event and which has not been
disclosed, in writing, to Administrative Agent. All information heretofore
furnished by any Company to any Credit Party in connection with the Loan
Documents was, and all such information hereafter furnished by any Company to
any Credit Party will be, true and accurate in all material respects or based on
reasonable estimates on the date as of which such information is stated or
certified.

      7.18 SENIOR DEBT. The Obligation constitutes (and will constitute until
payment in full and cancellation of all Commitments hereunder) Borrower's direct
and unconditional obligation and ranks at least pari passu with other unsecured
and unsubordinated Debt of Borrower.

SECTION 8 AFFIRMATIVE COVENANTS.

      Borrower covenants and agrees to perform, observe, and comply with each of
the following covenants, from the Closing Date and so long thereafter as Lenders
are committed to make any Credit Extensions under this Agreement and thereafter
until the payment in full of all Principal Debt, all L/C Obligations, and
payment in full of all interest, fees, and other amounts of the Obligation then
due and owing, unless Borrower receives a prior written consent to the contrary
by Administrative Agent as authorized by Required Lenders:

      8.1 USE OF PROCEEDS. Borrower shall use the proceeds of all Credit
Extensions only for the purposes represented herein.

      8.2 BOOKS AND RECORDS. Borrower shall, and shall cause each other Company
to, maintain books, records, and accounts necessary to prepare all Financial
Statements delivered hereunder in accordance with GAAP.

      8.3 ITEMS TO BE FURNISHED. Borrower shall cause the following to be
furnished to Administrative Agent and each Lender:

      (a) ANNUAL FINANCIAL STATEMENTS. Promptly after preparation, and no later
than one hundred and twenty (120) days after the last day of each fiscal year of
Borrower, Financial Statements showing the consolidated and consolidating
financial condition and results of operations of the Companies, as of, and for
the year ended on, such day, each accompanied by:

            (i) with respect to the consolidated Financial Statements, the
      unqualified opinion of a firm of nationally-recognized independent
      certified public accountants, based on an audit using generally accepted
      auditing standards, that such Financial Statements were prepared in
      accordance with GAAP and present fairly the consolidated financial
      condition and results of operations of the Companies;

            (ii) any management letter delivered to Borrower prepared by such
      accounting firm with respect to such Financial Statements; and

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT  40
<PAGE>

            (iii) a Compliance Certificate.

      (b) PERIODIC FINANCIAL STATEMENTS. Promptly after preparation, and no
later than sixty (60) days after the last day of each fiscal quarter of Borrower
(other than the last fiscal quarter of any fiscal year), Financial Statements
showing the consolidated and consolidating financial condition and results of
operations calculated for the Companies for such fiscal quarter and for the
period from the beginning of the then-current fiscal year to such last day,
accompanied by (i) an internally prepared financial summary of the Companies and
other information as Administrative Agent may reasonably request, and (ii) a
Compliance Certificate with respect to such Financial Statements.

      (c) MANAGEMENT LETTERS. Promptly upon receipt thereof, copies of all
auditor's annual management letters delivered to Borrower.

      (d) NOTICES OF LITIGATION, DEFAULTS, ETC. Notice, promptly after Borrower
knows or has reason to know of (i) the existence and status of any Litigation
which is reasonably likely to be determined adversely and, if so adversely
determined, could be a Material Adverse Event, or of any order or judgment for
the payment of money which (individually or collectively) is in excess of
$25,000,000, or any warrant of attachment, sequestration, or similar proceeding
against the assets of any Company having a value (individually or collectively)
of $25,000,000 or more, (ii) any material change in any material fact or
circumstance represented or warranted in any Loan Document, (iii) a Potential
Default or Event of Default specifying the nature thereof and what action
Borrower or any other Company has taken, is taking, or proposes to take with
respect thereto; provided, however, that Borrower shall have no obligation to
notify Administrative Agent or Lenders of a Potential Default under SECTION 9.12
unless Borrower has actual knowledge of such Potential Default and such
Potential Default has continued, or Borrower reasonably expects such Potential
Default to continue, for a period of five (5) consecutive days, (iv) the receipt
by any Company of any notice from any Governmental Authority of the expiration
without renewal, termination, material modification or suspension of, or
institution of any proceedings to terminate, materially modify, or suspend, any
Authorization which any Company is required to hold in order to operate its
business in compliance with all Legal Requirements, other than such expirations,
terminations, suspensions, or modifications which individually or in the
aggregate would not be a Material Adverse Event, (v) any federal, state, or
local statute, regulation, or ordinance or judicial or administrative order
limiting or controlling the operations of any Company which has been issued or
adopted hereafter and which is of material adverse importance or effect in
relation to the operations of the Companies taken as a whole, (vi) the receipt
by any Company of notice of any violation or alleged violation of any
Environmental Law, which violation or alleged violation could individually or
collectively with other such violations or allegations, reasonably be expected
to be a Material Adverse Event, or (vii) (A) the occurrence of a Reportable
Event that, alone or together with any other Reportable Event, could reasonably
be expected to result in liability of any Company to the PBGC in an aggregate
amount exceeding $25,000,000; (B) any expressed statement in writing on the part
of the PBGC of its intention to terminate any Employee Plan or Plans; (C)
Borrower's or an ERISA Affiliate's becoming obligated to file with the PBGC a
notice of failure to make a required installment or other payment with respect
to an Employee Plan; or (D) the receipt by Borrower or an ERISA Affiliate from
the sponsor of a Multiemployer Plan of either a notice concerning the imposition
of withdrawal liability in an aggregate amount exceeding $25,000,000 or of the
impending termination or reorganization of such Multiemployer Plan.

      (e) SCHEDULE AND EXHIBIT UPDATES. Concurrently with the delivery of each
Compliance Certificate, to the extent any of the information or disclosures
provided on any of the SCHEDULES or

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT  41
<PAGE>

EXHIBITS delivered pursuant to this Agreement or any Loan Documents has become
outdated or incorrect in any material respect, such revised or updated SCHEDULES
or EXHIBITS as may be necessary or appropriate to update or correct such
information or disclosures.

      (f) SEC FILINGS. Promptly after the filing thereof, a true, correct, and
complete copy of each Form 10-K and Form 10-Q filed by or on behalf of Borrower
with the Securities and Exchange Commission, and notice of the filing of any
Form 8-K by or on behalf of Borrower with the Securities and Exchange
Commission.

      (g) CHANGE IN RATINGS. Promptly upon the receipt of notice thereof, and in
any event within three (3) Business Days after any change in the Moody's Rating
or the S & P Rating, notice of such change.

      (h) OTHER INFORMATION. Promptly upon request therefor by any Credit Party,
such information (not otherwise required to be furnished under the Loan
Documents) respecting the business affairs, assets, and liabilities of the
Companies, as reasonably requested.

      8.4 INSPECTIONS. Borrower shall, and shall cause each other Company to,
upon reasonable notice, allow any Credit Party (or its Representatives) (except
in the case of Administrative Agent or its Representatives or unless an Event of
Default then exists (which in either case shall be at the expense of Borrower),
at the sole expense of such Credit Party) to inspect any of their properties, to
review reports, files, and other records and to make and take away copies
thereof, to conduct tests or investigations, and to discuss any of their
affairs, conditions, and finances with other creditors, directors, officers,
employees, other representatives, and independent accountants of the Companies,
from time to time, during reasonable business hours.

      8.5 TAXES. Borrower shall, and shall cause each other Company to (a)
promptly pay when due any and all Taxes other than Taxes the failure to pay
could not be a Material Adverse Event or the applicability, amount, or validity
of which is being contested in good faith by appropriate proceedings diligently
conducted, and against which reserves or other provisions required by GAAP have
been made, and in respect of which levy and execution of any lien securing same
have been and continue to be stayed, and (b) notify Administrative Agent
immediately if the Internal Revenue Service or any other taxing authority
commences or notifies any Company of its intention to commence an audit or
investigation with respect to any Taxes of any kind due or alleged to be due
from any Company to the extent that the failure to pay such Taxes could be a
Material Adverse Event.

      8.6 PAYMENT OF OBLIGATIONS. Borrower shall pay the Obligation in
accordance with the terms and provisions of the Loan Documents. Borrower shall,
and shall cause each Restricted Company to, promptly pay (or renew and extend)
all of its material obligations as the same become due (unless such obligations
(other than the Obligation) are being contested in good faith by appropriate
proceedings).

      8.7 MAINTENANCE OF EXISTENCE, ASSETS, AND BUSINESS. Except as otherwise
permitted by SECTION 9.10, Borrower shall, and shall cause each other Company
to, at all times: (a) maintain its existence and good standing in the
jurisdiction of its organization and its authority to transact business in all
other jurisdictions where the failure to so maintain could be a Material Adverse
Event; (b) maintain all licenses, permits, and franchises necessary for its
business where the failure to so maintain could be a Material Adverse Event; (c)
keep all of its assets which are useful in and necessary to its business in good
working order and condition (ordinary wear and tear excepted) and make all
necessary repairs thereto and

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT   42
<PAGE>

replacements thereof where the failure to do so could be a Material Adverse
Event; and (d) do all things necessary to obtain, renew, extend, and continue in
effect all Authorizations which may at any time and from time to time be
necessary for the Companies to operate their businesses in compliance with all
Legal Requirements, where the failure to so obtain, renew, extend, or continue
in effect could be a Material Adverse Event.

      8.8 INSURANCE. Borrower shall, and shall cause each other Company to,
maintain with financially sound, responsible, and reputable insurance companies
or associations insurance concerning its properties and businesses against
casualties and contingencies and of types and in amounts (and with co-insurance
and deductibles) as is customary in the case of similar businesses. At
Administrative Agent's request, Borrower shall, and shall cause each other
Company to, promptly deliver to Administrative Agent evidence of insurance for
each policy of insurance and evidence of payment of all premiums.

      8.9 PRESERVATION AND PROTECTION OF RIGHTS. Borrower shall, and shall cause
each other Company to, perform such acts and duly authorize, execute,
acknowledge, deliver, file, and record any additional agreements, documents,
instruments, and certificates as Administrative Agent or Required Lenders may
reasonably deem necessary or appropriate in order to preserve and protect the
Rights of the Credit Parties under any Loan Document.

      8.10 ENVIRONMENTAL LAWS. Borrower shall, and shall cause each other
Company to (a) conduct its business so as to comply with all applicable
Environmental Laws and shall promptly take corrective action to remedy any
non-compliance with any Environmental Law, and (b) promptly investigate and
remediate any known Release or threatened Release of any Hazardous Material on
any property owned by any Company or at any facility operated by any Company to
the extent and degree necessary to comply with all Environmental Laws, except,
in the cases of CLAUSES (a) and (b), to the extent that the failure to do so
could not be a Material Adverse Event.

      8.11 COMPLIANCE WITH LEGAL REQUIREMENTS. Borrower shall, and shall cause
each other Company to, comply with the provisions of all Legal Requirements
applicable to it, and any material written or oral agreement, contract,
commitment, or understanding to which it is a party, unless the failure to so
comply alone, or when aggregated with all other such non-compliance, could not
be a Material Adverse Event.

      8.12 DESIGNATION OF UNRESTRICTED SUBSIDIARIES.

      (a) Borrower shall have the option of designating any Restricted
Subsidiary as an Unrestricted Subsidiary by giving prior written notice to the
Administrative Agent and Lenders (as provided in the next sentence), provided
that (i) such designation does not result in an Event of Default or a Potential
Default, and (ii) the aggregate of (x) the Recourse Debt of such Restricted
Subsidiary (determined as at the date of such designation), and (y) the
aggregate Recourse Debt of all other Subsidiaries of Borrower, if any, which
Borrower has previously designated as Unrestricted Subsidiaries (determined for
each such other Subsidiary as at the date of designation of the new Unrestricted
Subsidiary and determined for all such Subsidiaries (including the new
Unrestricted Subsidiary) on a consolidated basis in accordance with GAAP) does
not exceed the greater of (a) twenty-five percent (25%) of Consolidated Debt
(determined as at the date of such designation) excluding the Restricted
Subsidiary to be so designated, or (b) $750,000,000. Each notice of designation
delivered pursuant to the preceding sentence shall be accompanied by the
following documents, each certified by a Responsible

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT  43
<PAGE>

Officer of Borrower and setting forth the relevant financial information as at a
specified date not earlier than ten (10) days before the effective date of such
designation: (X) a statement showing, in reasonable detail, the Tangible Net
Worth, the total Debt, and the total assets of each Restricted Subsidiary the
subject of such notice of designation; and (Y) a Compliance Certificate showing
comparative figures for Borrower and the Restricted Subsidiaries before and
after giving effect to such notice of designation and a statement demonstrating,
in reasonable detail, compliance with CLAUSE (ii) of the first sentence of this
SECTION 8.12(a). Any attempted designation by Borrower of a Restricted
Subsidiary as an Unrestricted Subsidiary other than in compliance with the
limitations contained in this SECTION 8.12(a) shall be ineffective as fully as
if such attempted designation had never occurred.

      (b) Borrower shall have the option of designating any newly formed or
acquired Subsidiary as an Unrestricted Subsidiary so long as such designation
complies with the requirements of the proviso in the first sentence of SECTION
8.12(a) and Administrative Agent receives a list of newly formed or acquired
Unrestricted Subsidiaries in connection with the delivery of each Compliance
Certificate delivered to Administrative Agent pursuant to SECTION 8.3, which
Compliance Certificate shall contain a statement that Borrower is in compliance
with CLAUSE (ii) of the first sentence of SECTION 8.12(a) (for such purpose the
reference to "Restricted Subsidiary" in CLAUSE (ii) of the first sentence of
SECTION 8.12(a) shall be deemed to read "newly formed or acquired Subsidiary").

      (c) If, as of any date, the aggregate Recourse Debt of the Unrestricted
Subsidiaries (determined on a consolidated basis in accordance with GAAP)
exceeds the greater of (a) twenty-five percent (25%) of Consolidated Debt as of
such date or (b) $750,000,000, then Borrower shall designate an Unrestricted
Subsidiary or Subsidiaries to be a Restricted Subsidiary such that the aggregate
Recourse Debt of the remaining Unrestricted Subsidiaries does not exceed the
greater of (a) twenty-five percent (25%) of Consolidated Debt (including the
newly designated Restricted Subsidiary), or (b) $750,000,000. Borrower shall
notify Administrative Agent and Lenders of any such designation not later than
ten (10) days after the requirement to make such designation arises pursuant to
the preceding sentence, accompanied by the following documents, each certified
by a Responsible Officer of Borrower and setting forth the relevant financial
information as at a specified date not earlier than ten (10) days before the
effective date of such designation: (X) a statement showing, in reasonable
detail, the Tangible Net Worth, the total Debt, and the total assets of the
Subsidiary to be designated a Restricted Subsidiary, and (Y) a Compliance
Certificate showing comparative figures for Borrower and the Restricted
Subsidiaries before and after giving effect to such notice of designation and a
statement demonstrating, in reasonable detail, compliance with this SECTION
8.12(c).

SECTION 9 NEGATIVE COVENANTS.

      Borrower covenants and agrees to perform, observe, and comply with each of
the following covenants, from the Closing Date and so long thereafter as Lenders
are committed to make any Credit Extensions under this Agreement and thereafter
until the payment in full of all Principal Debt, all L/C Obligations, and
payment in full of all other interest, fees, and other amounts of the Obligation
then due and owing, unless Borrower receives a prior written consent to the
contrary by Administrative Agent as authorized by Required Lenders (or all
Lenders, in the case of SECTION 9.6):

      9.1 EMPLOYEE BENEFIT PLANS. Borrower shall not, and shall not permit any
ERISA Affiliate to, directly or indirectly, engage in any "prohibited
transaction" (as defined in Section 406 of ERISA or Section 4975 of the Tax
Code), and the Companies and their respective ERISA Affiliates shall not,
directly or indirectly, (a) incur any "accumulated funding deficiency" as such
term is defined in

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT  44
<PAGE>

Section 302 of ERISA with respect to any Employee Plan, (b) permit any Employee
Plan to be subject to involuntary termination proceedings pursuant to Title IV
of ERISA, or (c) fully or partially withdraw from any Multiemployer Plan, if
such prohibited transaction, accumulated funding deficiency, termination
proceeding, or withdrawal would result individually or in the aggregate in
liability on the part of Borrower in excess of $25,000,000.

      9.2 LIENS. Borrower shall not, and shall not permit any other Restricted
Company to, directly or indirectly, (a) create, incur, or suffer or permit to be
created or incurred or to exist any Lien upon any Stock of any Restricted
Subsidiary (other than Stock not owned by a Company), or (b) create, incur, or
suffer or permit to be created or incurred or to exist any Lien upon any of its
other assets, except in the case of CLAUSE (b):

            (i) pledges or deposits made to secure payment of worker's
      compensation, or to participate in any fund in connection with worker's
      compensation, unemployment insurance, pensions, or other social security
      programs;

            (ii) good-faith pledges or deposits made to secure performance of
      bids, tenders, insurance or other contracts (other than for the repayment
      of borrowed money), or leases, or to secure statutory obligations, surety
      or appeal bonds, or indemnity, performance, or other similar bonds as all
      such Liens arise in the ordinary course of business of the Restricted
      Companies;

            (iii) encumbrances consisting of zoning restrictions, easements, or
      other restrictions on the use of real property, none of which impair in
      any material respect the use of such property by the Person in question in
      the operation of its business, and none of which is violated by existing
      or proposed structures or land use;

            (iv) Liens of landlords or of mortgagees of landlords, arising
      solely by operation of law, on fixtures and movable property located on
      premises leased in the ordinary course of business;

            (v) the following, so long as the applicability, amount, or validity
      of which is being contested in good faith by appropriate proceedings
      diligently conducted, and against which reserves or other provisions
      required by GAAP have been made, levy and execution thereon have been
      stayed and continue to be stayed, and they do not in the aggregate
      materially detract from the value of the property of the Person in
      question, or materially impair the use thereof in the operation of its
      business: (A) claims and Liens for Taxes (other than Liens relating to
      Environmental Laws or ERISA); (B) claims and Liens upon, and defects of
      title to, real or personal property, including any attachment of personal
      or real property or other legal process prior to adjudication of a dispute
      of the merits; and (C) claims and Liens of mechanics, materialmen,
      warehousemen, carriers, landlords, or other like Liens;

            (vi) Liens in favor of Administrative Agent with respect to Cash
      Collateralized Letters of Credit;

            (vii) Liens in favor of Borrower;

            (viii) Liens in assets or properties acquired with purchase money
      Debt securing only such purchase money Debt;

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT  45
<PAGE>

            (ix) Liens on any property or asset of any corporation or other
      entity existing at the time such corporation or other entity becomes a
      Subsidiary or is merged or consolidated with or into any Restricted
      Company or at the time such property or asset is acquired from such
      corporation or other entity, other than any Lien placed on any property or
      asset of such corporation or other entity in contemplation of such
      acquisition, merger, or consolidation;

            (x) Liens securing non-recourse Debt incurred in connection with
      industrial revenue or similar financing;

            (xi) Liens for current taxes not yet due;

            (xii) other Liens securing Debt or other obligations not to exceed
      in the aggregate for all such Liens the sum of $25,000,000; and

            (xiii) any renewals, extensions, or refinancings (but not increase
      in the principal amount thereof) of any of the foregoing Permitted Liens.

      9.3 SUBSIDIARY INDEBTEDNESS; LIMITATIONS ON UPSTREAMING. Borrower shall
not permit any Restricted Subsidiary to guaranty any Debt of Borrower unless
such Restricted Subsidiary also executes a pari passu guaranty of the
Obligation. Borrower shall not, and shall not permit any Restricted Subsidiary
to, directly or indirectly agree to any restriction or limitation on the making
of dividends or distributions, the repaying of loans or advances or the
transferring of assets from any Restricted Subsidiary to Borrower or any other
Restricted Subsidiary, except (a) restrictions and limitations imposed by Legal
Requirements, (b) customary restrictions and limitations contained in agreements
relating to the sale of a Subsidiary or its assets that is permitted hereunder
and (c) any other restrictions that could not reasonably be expected to cause a
Material Adverse Event.

      9.4 TRANSACTIONS WITH AFFILIATES. Borrower shall not, and shall not permit
any other Restricted Company to, enter into any transaction with any of its
Affiliates, other than transactions upon fair and reasonable terms not
materially less favorable than such Restricted Company could obtain or could
become entitled to in an arm's-length transaction with a Person that was not its
Affiliate.

      9.5 COMPLIANCE WITH DOCUMENTS. Borrower shall not, and shall not permit
any other Company to, violate the provisions of its Constituent Documents, or
modify, repeal, replace, or amend any provision of its Constituent Documents, if
such action could materially and adversely affect the Rights of any Credit Party
under this Agreement or the other Loan Documents.

      9.6 ASSIGNMENT. Borrower shall not assign or transfer any of its Rights,
duties, or obligations under any of the Loan Documents.

      9.7 FISCAL YEAR AND ACCOUNTING METHODS. Borrower shall not, and shall not
permit any other Restricted Company to, change its method of accounting, other
than immaterial changes in methods or as required by GAAP. Borrower shall not,
and shall not permit any other Restricted Company to, change its fiscal year for
book accounting purposes, except upon the delivery of written notice to
Administrative Agent.

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT  46
<PAGE>

      9.8 GOVERNMENT REGULATIONS. Borrower shall not, and shall not permit any
other Restricted Company to, conduct its business in such a way that it will
become subject to regulation under the Investment Company Act of 1940, as
amended, the Public Utility Holding Company Act of 1935, as amended, or any
other Legal Requirement (other than Regulations T, U, and X of the Board of
Governors of the Federal Reserve System) which regulates the incurrence of Debt.

      9.9 SALE OF ASSETS. Borrower shall not, and shall not permit any other
Restricted Company to, sell, assign, transfer, or otherwise dispose of all or
substantially all of its assets, other than (a) sales, assignments, transfers,
or other dispositions of assets by a Restricted Subsidiary to Borrower or to
another Restricted Subsidiary and (b) sales, assignments, transfers, or other
dispositions of assets (to Persons other than Borrower or a Restricted
Subsidiary) of Restricted Subsidiaries (i) having an aggregate fair market value
not to exceed $100,000,000 in any fiscal year, or (ii) in the ordinary course of
business.

      9.10 MERGERS AND DISSOLUTIONS; SALE OF CAPITAL STOCK. Borrower shall not,
and shall not permit any other Restricted Company to, directly or indirectly,
merge or consolidate with any other Person, other than (a) mergers or
consolidations involving Borrower if Borrower is the surviving entity, and (b)
mergers or consolidations among Wholly-owned Companies, in each case so long as
no Potential Default or Event of Default exists or would result therefrom;
provided that in any merger involving Restricted Company, a Restricted Company
must be the surviving entity. Borrower shall not, and shall not permit any other
Restricted Company to, liquidate, wind up, or dissolve (or suffer any
liquidation or dissolution), other than liquidations, wind ups, or dissolutions
incident to mergers or consolidations permitted under this SECTION 9.10.
Borrower shall not, and shall not permit any other Company to, sell, assign,
lease, transfer, or otherwise dispose of the Stock of any other Restricted
Company, other than sales, assignments, leases, transfers, or other such
dispositions to another Company. Notwithstanding the foregoing, nothing in this
Agreement shall prohibit any mergers, consolidations, liquidations, wind ups, or
dissolutions of any Subsidiary or the sale, assignment, lease, transfer, or
other disposal of the Stock of any Subsidiary so long as (i) no Potential
Default or Event of Default exists or would result from such merger,
consolidation, liquidation, wind up, or dissolution or such sale, assignment,
lease, transfer, or other disposal of such Stock, (ii) after giving effect
thereto, the character of the business of the Restricted Companies, on a
consolidated basis, will not be materially changed, and (iii) the assets, annual
revenues, and annual net income, in each case determined in accordance with
GAAP, of the affected Subsidiary does not exceed $100,000,000.

      9.11 NEW BUSINESS. Borrower shall not, and shall not permit any other
Restricted Company to, directly or indirectly, permit or suffer to exist any
material change (on a consolidated basis) in the type of businesses in which it
is engaged from the businesses (on a consolidated basis) of the Companies as
conducted on the Closing Date.

      9.12 FINANCIAL COVENANTS.

      (a) LEVERAGE RATIO. Borrower shall not permit the Leverage Ratio
(expressed as a percent), as of the last day of any fiscal quarter of Borrower,
to be greater than fifty-five percent (55%).

      (b) INTEREST COVERAGE. Borrower shall not permit the Interest Coverage
Ratio, as of the last day of any fiscal quarter of Borrower, to be less than 2.0
to 1.0.

      (c) MINIMUM TANGIBLE NET WORTH. Borrower shall not permit Consolidated
Tangible Net Worth, as of any date, to be less than the sum of (a)
$2,210,538,000, plus (b) fifty percent (50%) of the

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT  47
<PAGE>

amount of Net Proceeds from any Equity Issuance subsequent to March 31, 2004,
plus (c) fifty percent (50%) of Cumulative Consolidated Net Income.

SECTION 10 DEFAULT.

      The term "EVENT OF DEFAULT" means the occurrence of any one or more of the
following events:

      10.1 PAYMENT OF OBLIGATION. The failure or refusal of Borrower to pay (a)
all or any part of the Principal Debt or any L/C Obligation when the same
becomes due (whether by its terms, by acceleration, or as otherwise provided in
the Loan Documents), or (b) any other part of the Obligation within five (5)
calendar days after the due date, or (c) the indemnification and reimbursement
obligations provided for in the Loan Documents after demand therefor.

      10.2 COVENANTS. The failure or refusal of Borrower (and, if applicable,
any other Company) to punctually and properly perform, observe, and comply with:

      (a) any covenant, agreement, or condition contained in SECTION 8.3 (other
than SECTIONS 8.3(e), 8.3(f), and 8.3(g)); or

      (b) any covenant, agreement, or condition contained in SECTIONS 8.3(e),
8.3(f), 8.3(g), 8.12, or 9, and such failure or refusal continues unremedied for
ten (10) days after the earlier of (i) notice given by Administrative Agent to
Borrower of such failure or refusal, or (ii) Borrower's actual knowledge of such
failure or refusal; or

      (c) any other covenant, agreement, or condition contained in any Loan
Document (other than the covenants to pay the Obligation and the covenants in
CLAUSE (a) or (b) preceding) and such failure or refusal continues unremedied
for thirty (30) days after the earlier of (i) notice given by Administrative
Agent to Borrower of such failure or refusal, or (ii) Borrower's actual
knowledge of such failure or refusal.

      10.3 DEBTOR RELIEF. Any Restricted Company (a) shall not be Solvent, (b)
fails to pay its Debts generally as they become due, (c) makes an assignment for
the benefit of creditors, (d) voluntarily seeks, consents to, or acquiesces in
the benefit of any Debtor Relief Law, other than as a creditor or claimant, or
(e) becomes a party to or is made the subject of any proceeding provided for by
any Debtor Relief Law, other than as a creditor or claimant, that could suspend
or otherwise adversely affect the Rights of any Credit Party granted in the Loan
Documents (unless, in the event such proceeding is involuntary, the petition
instituting same is dismissed within sixty (60) days after its filing without
the entry of an order for relief or the appointment of a receiver) or an order
of relief or judgment is entered in, or a receiver or similar officer is
appointed pursuant to, any such proceeding.

      10.4 JUDGMENTS AND ATTACHMENTS. Any Restricted Company fails, within sixty
(60) days after entry, to pay, bond, or otherwise discharge any judgment or
order for the payment of money in excess of $25,000,000 (individually or
collectively) or any warrant of attachment, sequestration, or similar proceeding
against any Restricted Company's assets having a value (individually or
collectively) of $25,000,000, in each case, which is not stayed on appeal.

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT  48
<PAGE>

      10.5 GOVERNMENT ACTION.

      (a) A final non-appealable order is issued by any Governmental Authority,
including, but not limited to, the United States Justice Department, seeking to
cause any Restricted Company to divest a significant portion of its assets
pursuant to any antitrust, restraint of trade, unfair competition, industry
regulation, or similar Legal Requirements; or

      (b) Any Governmental Authority shall condemn, seize, or otherwise
appropriate, or take custody or control of all or any substantial portion of the
assets of any Restricted Company.

      10.6 MISREPRESENTATION. Any representation or warranty made by Borrower
contained in any Loan Document shall at any time prove to have been incorrect in
any material respect when made.

      10.7 CHANGE OF CONTROL. A Change in Control of Borrower shall occur.

      10.8 DEFAULT UNDER OTHER DEBT AND AGREEMENTS.

      (a) Any Restricted Company fails to make any payments when due (after
lapse of any applicable grace periods) with respect to any Debt of such
Restricted Company (other than the Obligation) in excess (individually or
collectively) of $25,000,000; and

      (b) Any default exists under any agreement (other than the Loan Documents)
to which any Restricted Company is a party, which has not been waived by the
parties thereto, the effect of which has been to cause, or to permit any Person
to cause, an amount of Debt of such Restricted Company in excess (individually
or collectively) of $25,000,000 to become due and payable by such Restricted
Company (whether by acceleration or by its terms).

      10.9 EMPLOYEE BENEFIT PLANS.

      (a) A "Reportable Event" or "Reportable Events," or a failure to make a
required installment or other payment (within the meaning of Section 412(n)(1)
of the Tax Code), shall have occurred with respect to any Employee Plan or Plans
that is reasonably expected to result in liability of Borrower to the PBGC or to
an Employee Plan in an aggregate amount exceeding $25,000,000; or

      (b) Borrower or any ERISA Affiliate has provided to any affected party a
sixty (60) day notice of intent to terminate an Employee Plan pursuant to a
distress termination in accordance with Section 4041(c) of ERISA if the
liability reasonably expected to be incurred as a result of such termination
will exceed $25,000,000; or

      (c) A trustee shall be appointed by a United States district court to
administer any such Employee Plan pursuant to Section 4042(b) of ERISA; or

      (d) The PBGC shall institute proceedings (including giving notice of
intent thereof) to terminate any such Employee Plan if such termination
proceeding is reasonably expected to result in liability on the part of Borrower
in excess of $25,000,000; or

      (e) (i) Borrower or any ERISA Affiliate shall have been notified by the
sponsor of a Multiemployer Plan that it has incurred withdrawal liability
(within the meaning of Section 4201 of

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT  49
<PAGE>

ERISA) to such Multiemployer Plan, (ii) Borrower or such ERISA Affiliate does
not have reasonable grounds for contesting such withdrawal liability or is not
contesting such withdrawal liability in a timely and appropriate manner and
(iii) the amount of such withdrawal liability specified in such notice, when
aggregated with all other amounts required to be paid to Multiemployer Plans in
connection with withdrawal liabilities (determined as of the date or dates of
such notification), exceeds $25,000,000; or

      (f) Borrower or any ERISA Affiliate shall have been notified by the
sponsor of a Multiemployer Plan that such Multiemployer Plan is in
reorganization or is being terminated, within the meaning of Title IV of ERISA,
if solely as a result of such reorganization or termination the aggregate annual
contributions of Borrower and its ERISA Affiliates to all Multiemployer Plans
that are then in reorganization or have been or are being terminated have been
or will be increased over the amounts required to be contributed to such
Multiemployer Plans for their most recently completed plan years by an amount
exceeding $25,000,000.

      10.10 VALIDITY AND ENFORCEABILITY OF LOAN DOCUMENTS. Any Loan Document
shall, at any time after its execution and delivery and for any reason, cease to
be in full force and effect in any material respect or be declared to be null
and void (other than in accordance with the terms hereof or thereof) or the
validity or enforceability thereof be contested by Borrower or Borrower shall
deny in writing that it has any or any further liability or obligations under
any Loan Document to which it is a party.

SECTION 11 RIGHTS AND REMEDIES.

      11.1 REMEDIES UPON DEFAULT.

      (a) If an Event of Default exists under SECTION 10.3(c), 10.3(d), or
10.3(e) then (i) the commitment to extend credit hereunder shall automatically
terminate (ii) the entire unpaid balance of the Obligation shall automatically
become due and payable, and (iii) Borrower shall automatically be required to
Cash Collateralize the then-undrawn amount of outstanding Letters of Credit (in
an amount equal to the outstanding amount thereof), in each case without any
action or notice of any kind whatsoever.

      (b) If any Event of Default exists, then Administrative Agent may (and,
subject to the terms of SECTION 12, shall upon the request of Required Lenders)
or Required Lenders may, do any one or more of the following: (i) if the
maturity of the Obligation has not already been accelerated under SECTION
11.1(a), then declare the entire unpaid balance of the Obligation, or any part
thereof, immediately due and payable, whereupon it shall be due and payable;
(ii) terminate the commitments of Lenders to extend credit hereunder; (iii)
reduce any claim to judgment; (iv) to the extent permitted by all Legal
Requirements, exercise (or request each Lender to, and each Lender shall be
entitled to, exercise) the Rights of offset or banker's Lien against the
interest of any Company in and to every account and other property of any
Company which are in the possession of any Credit Party to the extent of the
full amount of the Obligation (to the extent permitted by all Legal
Requirements, Borrower being deemed directly obligated to each Credit Party in
the full amount of the Obligation for such purposes); (v) require that Borrower
Cash Collateralize the then-undrawn amount of outstanding Letters of Credit (in
an amount equal to the outstanding amount thereof); and (vi) exercise any and
all other legal or equitable Rights afforded by the Loan Documents, the Legal
Requirements of the State of Texas, or any other applicable jurisdiction as
Administrative Agent shall deem appropriate, or otherwise, including, but not
limited to, the Right to bring suit or other proceedings before any Governmental
Authority either for specific performance of any covenant or condition contained
in any of the Loan Documents or in aid of the

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT  50
<PAGE>

exercise of any Right granted to any Credit Party in any of the Loan Documents;
provided that each Lender reserves the right to bring suit to recover
Obligations owing to such Lender after such Obligations become due and payable
in the event Administrative Agent or Required Lenders do not do so on its
behalf.

      11.2 BORROWER WAIVERS. To the extent permitted by all Legal Requirements,
Borrower hereby waives presentment and demand for payment, protest, notice of
intention to accelerate, notice of acceleration, and notice of protest and
nonpayment, and agrees that its liability with respect to the Obligation (or any
part thereof) shall not be affected by any renewal or extension in the time of
payment of the Obligation (or any part thereof), by any indulgence, or by any
release or change in any security for the payment of the Obligation (or any part
thereof).

      11.3 PERFORMANCE BY ADMINISTRATIVE AGENT. If any covenant, duty, or
agreement of Borrower is not performed in accordance with the terms of the Loan
Documents, while an Event of Default exists, then Administrative Agent may, at
its option (but subject to the approval of Required Lenders), perform or attempt
to perform such covenant, duty, or agreement on behalf of Borrower. In such
event, any amount expended by Administrative Agent in such performance or
attempted performance shall be payable by Borrower to Administrative Agent on
demand, shall become part of the Obligation, and shall bear interest at the
Default Rate from the date of such expenditure by Administrative Agent until
paid. Notwithstanding the foregoing, it is expressly understood that
Administrative Agent does not assume, and shall never have, except by its
express written consent, any liability or responsibility for the performance of
any covenant, duty, or agreement of Borrower.

      11.4 DELEGATION OF DUTIES AND RIGHTS. The Credit Parties may perform any
of their duties or exercise any of their Rights under the Loan Documents by or
through their respective Representatives.

      11.5 NOT IN CONTROL. Nothing in any Loan Document shall, or shall be
deemed to (a) give any Credit Party the Right to exercise control over the
assets (including real property), affairs, or management of any Company, (b)
preclude or interfere with compliance by any Company with any Legal Requirement,
or (c) require any act or omission by any Company that may be harmful to Persons
or property. Any "Material Adverse Event" or other materiality qualifier in any
representation, warranty, covenant, or other provision of any Loan Document is
included for credit documentation purposes only and shall not, and shall not be
deemed to, mean that any Credit Party acquiesces in any non-compliance by any
Company with any Legal Requirement or document, or that any Credit Party does
not expect any Company to promptly, diligently, and continuously carry out all
appropriate removal, remediation, and termination activities required or
appropriate in accordance with all Environmental Laws. The Credit Parties have
no fiduciary relationship with or fiduciary duty to any Company arising out of
or in connection with the Loan Documents, and the relationship between the
Credit Parties, on the one hand, and the Companies, on the other hand, in
connection with the Loan Documents is solely that of debtor and creditor. The
power of the Credit Parties under the Loan Documents is limited to the Rights
provided in the Loan Documents, which Rights exist solely to assure payment and
performance of the Obligation and may be exercised in a manner calculated by the
Credit Parties in their respective good faith business judgment.

      11.6 COURSE OF DEALING. The acceptance by any Credit Party at any time and
from time to time of partial payment on the Obligation shall not be deemed to be
a waiver of any Event of Default then existing. No waiver by any Credit Party of
any Event of Default shall be deemed to be a waiver of any other then-existing
or subsequent Event of Default. No delay or omission by any Credit Party in

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<PAGE>

exercising any Right under the Loan Documents shall impair such Right or be
construed as a waiver thereof or any acquiescence therein, nor shall any single
or partial exercise of any such Right preclude other or further exercise
thereof, or the exercise of any other Right under the Loan Documents or
otherwise.

      11.7 CUMULATIVE RIGHTS. All Rights available to the Credit Parties under
the Loan Documents are cumulative of and in addition to all other Rights granted
to the Credit Parties at law or in equity, whether or not the Obligation is due
and payable and whether or not the Credit Parties have instituted any suit for
collection, foreclosure, or other action in connection with the Loan Documents.

      11.8 APPLICATION OF PROCEEDS. Any and all proceeds ever received by any
Credit Party from the exercise of any Rights pertaining to the Obligation shall
be applied to the Obligation in the order and manner set forth in SECTION 3.7.

      11.9 CERTAIN PROCEEDINGS. Borrower will promptly execute and deliver, or
cause the execution and delivery of, all applications, certificates,
instruments, registration statements, and all other documents and papers any
Credit Party may reasonably request in connection with the obtaining of any
consent, approval, registration, qualification, permit, license, or
Authorization of any Governmental Authority or other Person necessary or
appropriate for the effective exercise of any Rights under the Loan Documents.
Because Borrower agrees that the Credit Parties' remedies at law for failure of
Borrower to comply with the provisions of this SECTION 11.9 would be inadequate
and that such failure would not be adequately compensable in damages, Borrower
agrees that the covenants of this SECTION 11.9 may be specifically enforced.

      11.10 EXPENSES; INDEMNIFICATION.

      (a) Borrower agrees (i) to pay or reimburse Administrative Agent for all
reasonable out-of-pocket costs and expenses incurred in connection with the
development, preparation, negotiation, and execution of this Agreement and the
other Loan Documents and any amendment, waiver, consent, or other modification
of the provisions hereof and thereof (whether or not the transactions
contemplated hereby or thereby are consummated), and the consummation and
administration of the transactions contemplated hereby and thereby, including
all Attorney Costs, and (ii) to pay or reimburse Administrative Agent and each
Lender for all costs and expenses incurred in connection with the enforcement,
attempted enforcement, or preservation of any rights or remedies under this
Agreement or the other Loan Documents (including all such costs and expenses
incurred during any "workout" or restructuring in respect of the Obligation and
during any legal proceeding, including any proceeding under any Debtor Relief
Law), including all Attorney Costs. The foregoing costs and expenses shall
include all search, filing, recording, title insurance, and appraisal charges
and fees and taxes related thereto, and other out-of-pocket expenses incurred by
Administrative Agent and the cost of independent public accountants and other
outside experts retained by the Administrative Agent or any Lender. All amounts
due under this SECTION 11.10(a) shall be payable within ten (10) Business Days
after demand therefor. The agreements in this SECTION 11.10(a) shall survive the
termination of the Commitments and repayment of the Obligation.

      (b) Whether or not the transactions contemplated hereby are consummated,
Borrower shall indemnify and hold harmless each Agent-Related Person, each
Lender and their respective Affiliates, directors, officers, employees, counsel,
agents, and attorneys-in-fact (collectively, "INDEMNITEES") from and against any
and all liabilities, obligations, losses, damages, penalties, claims, demands,
actions,

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<PAGE>

judgments, suits, costs, expenses, and disbursements (including Attorney Costs)
of any kind or nature whatsoever which may at any time be imposed on, incurred
by or asserted against any such Indemnitee in any way relating to or arising out
of or in connection with (i) the execution, delivery, enforcement, performance
or administration of any Loan Document or any other agreement, letter or
instrument delivered in connection with the transactions contemplated thereby or
the consummation of the transactions contemplated thereby, (ii) any Commitment,
Borrowing, Letter of Credit, or the use or proposed use of the proceeds
therefrom, or (iii) any actual or alleged presence or release of Hazardous
Materials on or from any property currently or formerly owned or operated by
Borrower or any Subsidiary, or any liability under Environmental Law related in
any way to Borrower or any Subsidiary, or (iv) any actual or prospective claim,
litigation, investigation, or proceeding relating to any of the foregoing,
whether based on contract, tort, or any other theory (including any
investigation of, preparation for, or defense of any pending or threatened
claim, investigation, litigation, or proceeding) and regardless of whether any
Indemnitee is a party thereto (all the foregoing, collectively, the "INDEMNIFIED
LIABILITIES"), IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN
PART, OUT OF THE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity
shall not, as to any Indemnitee, be available to the extent that such
liabilities, obligations, losses, damages, penalties, claims, demands, actions,
judgments, suits, costs, expenses, or disbursements are determined by a court of
competent jurisdiction by final and nonappealable judgment to have resulted from
the gross negligence, bad faith, or willful misconduct of such Indemnitee or
such Indemnitee's willful failure to pay under any Letter of Credit after the
presentation to it by the beneficiary of a sight draft and certificate(s)
strictly complying with the terms and conditions of a Letter of Credit. No
Indemnitee shall be liable for any damages arising from the use by others of any
information or other materials obtained through IntraLinks or other similar
information transmission systems in connection with this Agreement, nor shall
Borrower or any Indemnitee have any liability for any indirect, punitive, or
consequential damages relating to this Agreement or any other Loan Document or
arising out of its activities in connection herewith or therewith (whether
before or after the Closing Date). All amounts due under this SECTION 11.10(b)
shall be payable within ten (10) Business Days after demand therefor. The
agreements in this SECTION 11.10(b) shall survive the resignation of
Administrative Agent, the replacement of any Lender, the termination of the
Commitments, and the repayment, satisfaction or discharge of the Obligation.

SECTION 12 ADMINISTRATIVE AGENT.

      12.1 APPOINTMENT AND AUTHORIZATION OF ADMINISTRATIVE AGENT.

      (a) Each Lender hereby irrevocably appoints, designates, and authorizes
Administrative Agent to take such action on its behalf under the provisions of
this Agreement and each other Loan Document and to exercise such powers and
perform such duties as are expressly delegated to it by the terms of this
Agreement or any other Loan Document, together with such powers as are
reasonably incidental thereto. Administrative Agent agrees to: (a) make
available promptly after the date of this Agreement to any Lender copies of all
Loan Documents in its possession which are requested by any such Lender, and (b)
timely distribute to each Lender all material information (including financial
statements), requests, documents, and items received from Borrower under the
Loan Documents. Notwithstanding any provision to the contrary contained
elsewhere herein or in any other Loan Document, Administrative Agent shall not
have any duties or responsibilities, except those expressly set forth herein,
nor shall Administrative Agent have or be deemed to have any fiduciary
relationship with any Lender or participant, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be read
into this Agreement or any other Loan Document or otherwise exist against
Administrative Agent.

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<PAGE>

Without limiting the generality of the foregoing sentence, the use of the term
"agent" herein and in the other Loan Documents with reference to Administrative
Agent is not intended to connote any fiduciary or other implied (or express)
obligations arising under agency doctrine of any applicable Law. Instead, such
term is used merely as a matter of market custom, and is intended to create or
reflect only an administrative relationship between independent contracting
parties.

      (b) Each L/C Issuer shall act on behalf of Lenders with respect to the
Letters of Credit issued by it and the Letter of Credit Applications associated
therewith, and such L/C Issuer shall have all of the benefits and immunities (i)
provided to the Administrative Agent in this SECTION 12 with respect to any acts
taken or omissions suffered by such L/C Issuer in connection with Letters of
Credit issued by it or proposed to be issued by it and the Letter of Credit
Applications pertaining to such Letters of Credit as fully as if the term
"Administrative Agent" as used in this SECTION 12 and in the definition of
"Agent-Related Person" included such L/C Issuer with respect to such acts or
omissions, and (ii) as additionally provided herein with respect to such L/C
Issuer.

      12.2 DELEGATION OF DUTIES. Administrative Agent may execute any of its
duties under this Agreement or any other Loan Document by or through agents,
employees, or attorneys-in-fact and shall be entitled to advice of counsel and
other consultants or experts concerning all matters pertaining to such duties.
Administrative Agent shall not be responsible for the negligence or misconduct
of any agent or attorney-in-fact that it selects in the absence of gross
negligence or willful misconduct.

      12.3 LIABILITY OF ADMINISTRATIVE AGENT. No Agent-Related Person shall (a)
be liable for any action taken or omitted to be taken by any of them under or in
connection with this Agreement or any other Loan Document or the transactions
contemplated hereby (except for its own gross negligence or willful misconduct
in connection with its duties expressly set forth herein), or (b) be responsible
in any manner to any Lender or participant for any recital, statement,
representation or warranty made by any Company or any officer thereof, contained
herein or in any other Loan Document, or in any certificate, report, statement,
or other document referred to or provided for in, or received by Administrative
Agent under or in connection with, this Agreement or any other Loan Document, or
the validity, effectiveness, genuineness, enforceability, or sufficiency of this
Agreement or any other Loan Document, or for any failure of any Company or any
other party to any Loan Document to perform its obligations hereunder or
thereunder. No Agent-Related Person shall be under any obligation to any Lender
or participant to ascertain or to inquire as to the observance or performance of
any of the agreements contained in, or conditions of, this Agreement or any
other Loan Document, or to inspect the properties, books, or records of any
Company or any Affiliate thereof.

      12.4 RELIANCE BY ADMINISTRATIVE AGENT.

      (a) Administrative Agent shall be entitled to rely, and shall be fully
protected in relying, upon any writing, communication, signature, resolution,
representation, notice, consent, certificate, affidavit, letter, telegram,
facsimile, telex or telephone message, electronic mail message, statement, or
other document or conversation believed by it to be genuine and correct and to
have been signed, sent or made by the proper Person or Persons, and upon advice
and statements of legal counsel (including counsel to any Company), independent
accountants and other experts selected by Administrative Agent. Administrative
Agent shall be fully justified in failing or refusing to take any action under
any Loan Document unless it shall first receive such advice or concurrence of
the Required Lenders as it deems appropriate and, if it so requests, it shall
first be indemnified to its satisfaction by the Lenders against any and all
liability and expense which may be incurred by it by reason of taking or
continuing to take any

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT  54
<PAGE>

such action. Administrative Agent shall in all cases be fully protected in
acting, or in refraining from acting, under this Agreement or any other Loan
Document in accordance with a request or consent of the Required Lenders (or
such greater number of Lenders as may be expressly required hereby in any
instance) and such request and any action taken or failure to act pursuant
thereto shall be binding upon all the Lenders.

      (b) For purposes of determining compliance with the conditions specified
in SECTION 6.01, each Lender that has signed this Agreement shall be deemed to
have consented to, approved or accepted or to be satisfied with, each document
or other matter required thereunder to be consented to or approved by or
acceptable or satisfactory to a Lender unless Administrative Agent shall have
received notice from such Lender prior to the proposed Closing Date specifying
its objection thereto.

      12.5 NOTICE OF EVENT OF DEFAULT. Administrative Agent shall not be deemed
to have knowledge or notice of the occurrence of any Event of Default, except
with respect to defaults in the payment of principal, interest, and fees
required to be paid to Administrative Agent for the account of the Lenders,
unless Administrative Agent shall have received written notice from a Lender or
Borrower referring to this Agreement, describing such Event of Default and
stating that such notice is a "notice of default." Administrative Agent will
notify Lenders of its receipt of any such notice and of its giving of notice to
Borrower pursuant to SECTIONS 10.2(b) or (c). Administrative Agent shall take
such action with respect to such Event of Default as may be directed by the
Required Lenders in accordance with SECTION 10; provided, however, that unless
and until Administrative Agent has received any such direction, Administrative
Agent may (but shall not be obligated to) take such action, or refrain from
taking such action, with respect to such Event of Default as it shall deem
advisable or in the best interest of the Lenders.

      12.6 CREDIT DECISION; DISCLOSURE OF INFORMATION BY ADMINISTRATIVE AGENT.
Each Lender acknowledges that no Agent-Related Person has made any
representation or warranty to it, and that no act by Administrative Agent
hereafter taken, including any consent to and acceptance of any assignment or
review of the affairs of any Company or any Affiliate thereof, shall be deemed
to constitute any representation or warranty by any Agent-Related Person to any
Lender as to any matter, including whether Agent-Related Persons have disclosed
material information in their possession. Each Lender represents to
Administrative Agent that it has, independently and without reliance upon any
Agent-Related Person and based on such documents and information as it has
deemed appropriate, made its own appraisal of and investigation into the
business, prospects, operations, property, financial, and other condition and
creditworthiness of the Companies, and all applicable bank or other regulatory
Legal Requirements relating to the transactions contemplated hereby, and made
its own decision to enter into this Agreement and to extend credit to Borrower
hereunder. Each Lender also represents that it will, independently and without
reliance upon any Agent-Related Person and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit analysis, appraisals, and decisions in taking or not taking action under
this Agreement and the other Loan Documents, and to make such investigations as
it deems necessary to inform itself as to the business, prospects, operations,
property, financial, and other condition and creditworthiness of Borrower.
Except for notices, reports, and other documents expressly required to be
furnished to Lenders by Administrative Agent herein, Administrative Agent shall
not have any duty or responsibility to provide any Lender with any credit or
other information concerning the business, prospects, operations, property,
financial, and other condition or creditworthiness of any Companies or any of
their respective Affiliates which may come into the possession of any
Agent-Related Person.

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT  55
<PAGE>

      12.7 INDEMNIFICATION OF ADMINISTRATIVE AGENT. Whether or not the
transactions contemplated hereby are consummated, Lenders shall indemnify upon
demand each Agent-Related Person (to the extent not reimbursed by or on behalf
of any Company and without limiting the obligation of any Company to do so), Pro
Rata, and hold harmless each Agent-Related Person from and against any and all
Indemnified Liabilities incurred by it; provided, however, that no Lender shall
be liable for the payment to any Agent-Related Person of any portion of such
Indemnified Liabilities to the extent the same shall have been determined in a
final, nonappealable judgment by a court of competent jurisdiction to have
resulted from such Agent-Related Person's own gross negligence or willful
misconduct; provided, however, that no action taken in accordance with the
directions of the Required Lenders shall be deemed to constitute gross
negligence or willful misconduct for purposes of this SECTION 12.7. Without
limitation of the foregoing, each Lender shall reimburse Administrative Agent
upon demand for its ratable share of any costs or out-of-pocket expenses
(including Attorney Costs) incurred by Administrative Agent in connection with
the preparation, execution, delivery, administration, modification, amendment,
or enforcement (whether through negotiations, legal proceedings or otherwise)
of, or legal advice in respect of rights or responsibilities under, this
Agreement, any other Loan Document, or any document contemplated by or referred
to herein, to the extent that Administrative Agent is not reimbursed for such
expenses by or on behalf of Borrower. The undertaking in this SECTION 12.7 shall
survive termination of the Aggregate Commitments, the payment of the Obligation,
and the resignation of Administrative Agent.

      12.8 ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY. Administrative Agent
and its Affiliates may make loans to, issue letters of credit for the account
of, accept deposits from, and generally engage in any kind of banking, trust,
financial advisory, underwriting, or other business with each Company and its
respective Affiliates as though Administrative Agent were not Administrative
Agent and without notice to or consent of Lenders. Lenders acknowledge that,
pursuant to such activities, Administrative Agent or its Affiliates may receive
information regarding any Company or its Affiliates (including information that
may be subject to confidentiality obligations in favor of such Company or such
Affiliate) and acknowledge that Administrative Agent shall be under no
obligation to provide such information to them. With respect to Borrowings,
Administrative Agent shall have the same rights and powers under this Agreement
as any other Lender and may exercise such rights and powers as though it were
not Administrative Agent, and the terms "Lender" and "Lenders" include
Administrative Agent in its individual capacity.

      12.9 SUCCESSOR ADMINISTRATIVE AGENT. Administrative Agent may resign as
Administrative Agent upon thirty (30) days' notice to Lenders. If Administrative
Agent resigns under this Agreement, the Required Lenders shall appoint from
among Lenders a successor administrative agent for Lenders, which successor
administrative agent shall be consented to by Borrower at all times other than
during the existence of an Event of Default (which consent of Borrower shall not
be unreasonably withheld or delayed). If no successor administrative agent is
appointed prior to the effective date of the resignation of Administrative
Agent, Administrative Agent may appoint, after consulting with Lenders and with
the consent of Borrower at all times other than during the existence of an Event
of Default (which consent of Borrower shall not be unreasonably withheld or
delayed), a successor administrative agent from among Lenders. Upon the
acceptance of its appointment as successor administrative agent hereunder, the
Person acting as such successor administrative agent shall succeed to all the
rights, powers, and duties of the retiring Administrative Agent, and the term
"Administrative Agent" shall mean such successor administrative agent, and the
retiring Administrative Agent's appointment, powers, and duties as
Administrative Agent shall be terminated without any further act or deed on the
part of any other Lender. After any retiring Administrative Agent's resignation
hereunder as Administrative Agent, the provisions of this SECTION 12 and SECTION
11.10 shall inure to its benefit as to any actions taken or omitted to be

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<PAGE>

taken by it while it was Administrative Agent under this Agreement. If no
successor administrative agent has accepted appointment as Administrative Agent
by the date which is thirty (30) days following a retiring Administrative
Agent's notice of resignation, the retiring Administrative Agent's resignation
shall nevertheless thereupon become effective and the Lenders shall perform all
of the duties of Administrative Agent hereunder until such time, if any, as the
Required Lenders appoint a successor agent as provided for above.

      12.10 ADMINISTRATIVE AGENT MAY FILE PROOFS OF CLAIMS. In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition, or other judicial
proceeding relative to any Company, Administrative Agent (irrespective of
whether the principal of any Borrowing shall then be due and payable as herein
expressed or by declaration or otherwise and irrespective of whether
Administrative Agent shall have made any demand on Borrower) shall be entitled
and empowered, by intervention in such proceeding or otherwise:

      (a) to file and prove a claim for the whole amount of the principal and
interest owing and unpaid in respect of the Borrowings and any other Obligation
that are owing and unpaid and to file such other documents as may be necessary
or advisable in order to have the claims of Lenders and Administrative Agent
(including any claim for the reasonable compensation, expenses, disbursements,
and advances of Lenders and Administrative Agent and their respective agents and
counsel and all other amounts due Lenders and Administrative Agent under
SECTIONS 5 and 11.10) allowed in such judicial proceeding; and

      (b) to collect and receive any monies or other property payable or
deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Lender to make such payments to Administrative Agent and, in the event that
Administrative Agent shall consent to the making of such payments directly to
the Lenders, to pay to Administrative Agent any amount due for the reasonable
compensation, expenses, disbursements and advances of Administrative Agent and
its agents and counsel, and any other amounts due Administrative Agent under
SECTIONS 5 and 11.10.

Nothing contained herein shall be deemed to authorize Administrative Agent to
authorize or consent to or accept or adopt on behalf of any Lender any plan of
reorganization, arrangement, adjustment, or composition affecting the Obligation
or the rights of any Lender or to authorize Administrative Agent to vote in
respect of the claim of any Lender in any such proceeding.

      12.11 OTHER AGENT; ARRANGERS; AND MANAGERS. No Lender or other Persons
identified on the facing page or signature pages of this Agreement as a
"syndication agent," "documentation agent," "book manager," "arranger," or "lead
arranger" shall have any right, power, obligation, liability, responsibility, or
duty under this Agreement other than, in the case of such Lenders, those
applicable to all Lenders as such. Without limiting the foregoing, no Lender or
other Person so identified shall have or be deemed to have any fiduciary
relationship with any Lender. Each Lender acknowledges that it has not relied,
and will not rely, on any Lenders or other Persons so identified in deciding to
enter into this Agreement or in taking or not taking action hereunder.

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT  57
<PAGE>

SECTION 13 MISCELLANEOUS.

      13.1 HEADINGS. The headings, captions, and arrangements used in any of the
Loan Documents are, unless specified otherwise, for convenience only and shall
not be deemed to limit, amplify, or modify the terms of the Loan Documents, nor
affect the meaning thereof.

      13.2 NONBUSINESS DAYS. In any case where any payment or action is due
under any Loan Document on a day which is not a Business Day, such payment or
action may be delayed until the next-succeeding Business Day, but interest and
fees shall continue to accrue in respect of any payment to which it is
applicable until such payment is in fact made; provided that if, in the case of
any such payment in respect of a Eurodollar Borrowing, the next-succeeding
Business Day is in the next calendar month, then such payment shall be made on
the next-preceding Business Day.

      13.3 COMMUNICATIONS.

      (a) GENERAL. Unless otherwise expressly provided herein, all notices and
other communications provided for hereunder shall be in writing (including by
facsimile transmission). All such written notices shall be mailed, faxed, or
delivered to the applicable address, facsimile number, or (subject to SECTION
13.3(c) below) electronic mail address, and all notices and other communications
expressly permitted hereunder to be given by telephone shall be made to the
applicable telephone number specified for such Person on SCHEDULE 2.1 or to such
other address, facsimile number, electronic mail address, or telephone number as
shall be designated by such party in a notice to the other parties. All such
notices and other communications shall be deemed to be given or made upon the
earlier to occur of (i) actual receipt by the relevant party hereto and (ii) (A)
if delivered by hand or by courier, when signed for by or on behalf of the
relevant party hereto; (B) if delivered by mail, four (4) Business Days after
deposit in the mails, postage prepaid; (C) if delivered by facsimile, when sent
and receipt has been confirmed by telephone; and (D) if delivered by electronic
mail (which form of delivery is subject to the provisions of SECTION 13.3(c)
below), when delivered; provided, however, that notices and other communications
to Administrative Agent or any L/C Issuer pursuant to SECTION 2 shall not be
effective until actually received by Administrative Agent or such L/C Issuer. In
no event shall a voicemail message be effective as a notice, communication or
confirmation hereunder.

      (b) EFFECTIVENESS OF FACSIMILE DOCUMENTS AND SIGNATURES. Loan Documents
may be transmitted and/or signed by facsimile. The effectiveness of any such
documents and signatures shall, subject to applicable Law, have the same force
and effect as manually-signed originals and shall be binding on all Companies,
Administrative Agent, and Lenders. Administrative Agent may also require that
any such documents and signatures be confirmed by a manually-signed original
thereof; provided, however, that the failure to request or deliver the same
shall not limit the effectiveness of any facsimile document or signature.

      (c) LIMITED USE OF ELECTRONIC MAIL. Electronic mail and Internet and
intranet websites may be used only to distribute routine communications and to
distribute Loan Documents for execution by the parties thereto, and may not be
used for any other purpose.

      (d) RELIANCE BY ADMINISTRATIVE AGENT AND LENDERS. Administrative Agent and
Lenders shall be entitled to rely and act upon any notices (including telephonic
Notices of Borrowing) purportedly given by or on behalf of Borrower even if (i)
such notices were not made in a manner specified herein, were incomplete or were
not preceded or followed by any other form of notice specified herein, or (ii)
the

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terms thereof, as understood by the recipient, varied from any confirmation
thereof. Borrower shall indemnify each Agent-Related Person and each Lender from
all losses, costs, expenses, and liabilities resulting from the reliance by such
Person on each notice purportedly given by or on behalf of Borrower. All
telephonic notices to and other communications with Administrative Agent may be
recorded by Administrative Agent, and each of the parties hereto hereby consents
to such recording.

      13.4 FORM AND NUMBER OF DOCUMENTS. Each agreement, document, instrument,
or other writing to be furnished under any provision of this Agreement must be
in form and substance and in such number of counterparts as may be reasonably
satisfactory to Administrative Agent and its counsel.

      13.5 EXCEPTIONS TO COVENANTS. Borrower shall not, and shall not permit any
other Company to, take any action or fail to take any action which is permitted
as an exception to any of the covenants contained in any Loan Document if such
action or omission would result in the breach of any other covenant contained in
any of the Loan Documents.

      13.6 SURVIVAL. All covenants, agreements, undertakings, representations,
and warranties made in any of the Loan Documents shall survive the execution and
delivery thereof and all closings under the Loan Documents. All such
representations and warranties have been or will be relied upon by
Administrative Agent and each Lender regardless of any investigation made by
Administrative Agent or any Lender or on their behalf and notwithstanding that
Administrative Agent or any Lender may have had notice or knowledge of any
Potential Default or Event of Default at the time of any Borrowing and shall
continue in full force and effect as long as any Borrowing or other Obligation
is outstanding. All rights of, and provisions relating to, reimbursement and
indemnification of any Credit Party shall survive termination of this Agreement
and payment in full of the Obligation.

      13.7 GOVERNING LAW. THE LEGAL REQUIREMENTS OF THE STATE OF TEXAS AND OF
THE UNITED STATES OF AMERICA SHALL GOVERN THE RIGHTS AND DUTIES OF THE PARTIES
TO THE LOAN DOCUMENTS AND THE VALIDITY, CONSTRUCTION, ENFORCEMENT, AND
INTERPRETATION OF THE LOAN DOCUMENTS.

      13.8 INVALID PROVISIONS. If any provision in any Loan Document is held to
be illegal, invalid, or unenforceable, then such provision shall be fully
severable; the appropriate Loan Document shall be construed and enforced as if
such provision had never comprised a part thereof; and the remaining provisions
thereof shall remain in full force and effect and shall not be affected by such
provision or by its severance therefrom. Each Credit Party and each Company
party to such Loan Document agree to negotiate, in good faith, the terms of a
replacement provision as similar to the severed provision as may be possible and
be legal, valid, and enforceable.

      13.9 ENTIRETY. THE RIGHTS AND OBLIGATIONS OF BORROWER AND THE CREDIT
PARTIES SHALL BE DETERMINED SOLELY FROM WRITTEN AGREEMENTS, DOCUMENTS, AND
INSTRUMENTS, AND ANY PRIOR ORAL AGREEMENTS BETWEEN SUCH PARTIES ARE SUPERSEDED
BY AND MERGED INTO SUCH WRITINGS. THIS AGREEMENT (AS AMENDED IN WRITING FROM
TIME TO TIME) AND THE OTHER WRITTEN LOAN DOCUMENTS EXECUTED BY BORROWER AND/OR
ANY CREDIT PARTY (TOGETHER WITH ALL COMMITMENT LETTERS AND FEE LETTERS AS THEY
RELATED TO THE PAYMENT OF FEES AFTER THE CLOSING DATE)REPRESENT THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT  59
<PAGE>

BETWEEN THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

      13.10 JURISDICTION; VENUE; SERVICE OF PROCESS; JURY TRIAL. EACH PARTY
HERETO, IN EACH CASE FOR ITSELF, ITS SUCCESSORS AND ASSIGNS, HEREBY (A)
IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED
IN TEXAS, AND AGREES AND CONSENTS THAT SERVICE OF PROCESS MAY BE MADE UPON IT IN
ANY LEGAL PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THE LOAN DOCUMENTS AND
THE OBLIGATION BY SERVICE OF PROCESS AS PROVIDED BY TEXAS LEGAL REQUIREMENTS,
(B) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY ALL LEGAL
REQUIREMENTS, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF
VENUE OF ANY LITIGATION ARISING OUT OF OR IN CONNECTION WITH THE LOAN DOCUMENTS
AND THE OBLIGATION BROUGHT IN ANY SUCH COURT, (C) IRREVOCABLY WAIVES ANY CLAIMS
THAT ANY LITIGATION BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM, (D) IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF
ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH LITIGATION BY THE MAILING OF COPIES
THEREOF BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID, AT ITS
ADDRESS SET FORTH HEREIN, (E) IRREVOCABLY AGREES THAT ANY LEGAL PROCEEDING
AGAINST ANY PARTY HERETO ARISING OUT OF OR IN CONNECTION WITH THE LOAN DOCUMENTS
OR THE OBLIGATION SHALL BE BY COURT TRIAL WITHOUT JURY, AND (F) IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY ALL LEGAL REQUIREMENTS, ITS
RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM, DEMAND, ACTION, OR CAUSE OF
ACTION BASED UPON OR ARISING OUT OF ANY LOAN DOCUMENT, THE TRANSACTIONS
CONTEMPLATED THEREBY, OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO
THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN
DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING
OR HEREINAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE;
AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR COPY OF
THIS SECTION 13.10 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE
SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. The scope of
each of the foregoing waivers is intended to be all-encompassing of any and all
disputes that may be filed in any court and that relate to the subject matter of
this transaction, including contract claims, tort claims, breach of duty claims,
and all other common law and statutory claims. Borrower and each other party to
this Agreement acknowledge that this waiver is a material inducement to the
agreement of each party hereto to enter into a business relationship, that each
has already relied on this waiver in entering into this Agreement, and each will
continue to rely on each of such waivers in related future dealings. Borrower
and each other party to this Agreement warrant and represent that they have
reviewed these waivers with their legal counsel, and that they knowingly and
voluntarily agree to each such waiver following consultation with legal counsel.
THE WAIVERS IN THIS SECTION 13.10 ARE IRREVOCABLE, MEANING THAT THEY MAY NOT BE
MODIFIED EITHER ORALLY OR IN WRITING, AND THESE WAIVERS SHALL APPLY TO ANY
SUBSEQUENT AMENDMENTS, SUPPLEMENTS, AND REPLACEMENTS TO OR OF THIS OR ANY OTHER
Loan Document. In the event of Litigation, this Agreement may be filed as a
written consent to a trial by the court.

      13.11 AMENDMENTS, CONSENTS, CONFLICTS, AND WAIVERS.

      (a) Except as otherwise specifically provided, (i) this Agreement may only
be amended, modified or waived by an instrument in writing executed jointly by
Borrower and Required Lenders, and, in the case of any matter affecting
Administrative Agent by Administrative Agent, and may only be supplemented by
documents delivered or to be delivered in accordance with the express terms
hereof, and

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT  60
<PAGE>

(ii) the other Loan Documents (other than the Fee Letter) may only be the
subject of an amendment, modification, or waiver if Borrower and Required
Lenders, and, in the case of any matter affecting Administrative Agent (except
as set forth above), Administrative Agent, have approved same; provided that no
such amendment or waiver shall, unless signed by each Lender directly affected
thereby, (i) increase the Commitment of such Lender, (ii) reduce the principal
of or rate of interest on any Unreimbursed Amount or Borrowing or any fees or
other amounts payable hereunder, (iii) postpone any date fixed for the payment
of any scheduled installment of principal of or interest on any Unreimbursed
Amount or Borrowing or any fees or other amounts payable hereunder or for
termination of any of the Total Commitment, (iv) change the percentage of the
Total Commitment or of the unpaid principal amount of the Notes, or the number
of Lenders, which shall be required for Lenders or any of them to take any
action under this SECTION 13.11(a) or any other provision of this Agreement; (v)
amend, modify or waive this SECTION 13.11(a), or (vi) amend, modify or waive the
Pro Rata or ratable treatment of Lenders under this Agreement, or amend, modify
or waive the obligation of Borrower to Cash Collateralize the outstanding amount
of Letters of Credit.

      (b) Any conflict or ambiguity between the terms and provisions herein and
terms and provisions in any other Loan Document shall be controlled by the terms
and provisions herein.

      (c) No course of dealing nor any failure or delay by any Credit Party or
any of its Representatives with respect to exercising any Right of any Credit
Party hereunder shall operate as a waiver thereof. A waiver must be in writing
and signed by Administrative Agent and Required Lenders (or by all Lenders, if
required hereunder) to be effective, and such waiver will be effective only in
the specific instance and for the specific purpose for which it is given.

      13.12 MULTIPLE COUNTERPARTS. This Agreement may be executed in a number of
identical counterparts, each of which shall be deemed an original for all
purposes and all of which constitute, collectively, one agreement; but, in
making proof of this Agreement, it shall not be necessary to produce or account
for more than one such counterpart. It is not necessary that each Lender execute
the same counterpart so long as identical counterparts are executed by Borrower,
each Lender, and Administrative Agent. This Agreement shall become effective
when counterparts hereof shall have been executed and delivered to
Administrative Agent by each Lender, Administrative Agent, and Borrower, or,
when Administrative Agent shall have received telecopied, telexed, or other
evidence satisfactory to it that such party has executed and is delivering to
Administrative Agent a counterpart hereof.

      13.13 SUCCESSORS AND ASSIGNS; ASSIGNMENTS AND PARTICIPATIONS.

      (a) The provisions of this Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns
permitted hereby, except that Borrower may not assign or otherwise transfer any
of its rights or obligations hereunder without the prior written consent of each
Lender and no Lender may assign or otherwise transfer any of its rights or
obligations hereunder except (i) to an Eligible Assignee in accordance with the
provisions of SECTION 13.13(b), (ii) by way of participation in accordance with
the provisions of SECTION 13.13(d), or (iii) by way of pledge or assignment of a
security interest subject to the restrictions of SECTION 13.13(f). Nothing in
this Agreement, expressed or implied, shall be construed to confer upon any
Person (other than the parties hereto, their respective successors and assigns
permitted hereby, Participants to the extent provided in SECTION 13.13(d) and,
to the extent expressly contemplated hereby, the Indemnitees) any legal or
equitable right, remedy or claim under or by reason of this Agreement.

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT  61
<PAGE>

      (b) Any Lender may at any time assign to one or more Eligible Assignees
all or a portion of its rights and obligations under this Agreement (including
all or a portion of its Commitment and outstanding Borrowings (including for
purposes of this SECTION 13.13(b) participations in L/C Obligations) at the time
owing to it); provided that: (i) except in the case of an assignment of the
entire remaining amount of the assigning Lender's Commitment and outstanding
Borrowings and participations in Unreimbursed Amounts at the time owing to it or
in the case of an assignment to a Lender or an Affiliate of a Lender or an
Approved Fund (as defined in SECTION 13.13(g)) with respect to a Lender, the
aggregate amount of the Commitment (which for this purpose includes Borrowings
and participations in Unreimbursed Amounts outstanding thereunder) subject to
each such assignment, determined as of the date the Assignment and Assumption
with respect to such assignment is delivered to Administrative Agent or, if
"Trade Date" is specified in the Assignment and Assumption, as of the Trade
Date, shall not be less than $5,000,000 or a whole multiple of $500,000 in
excess thereof, and after such assignment, no Lender shall hold a Commitment of
less than $5,000,000 unless each of Administrative Agent and, so long as no
Event of Default has occurred and is continuing, Borrower otherwise consents
(each such consent not to be unreasonably withheld or delayed); (ii) each
partial assignment shall be made as an assignment of a proportionate part of all
the assigning Lender's rights and obligations under this Agreement with respect
to the Borrowings or the Commitment assigned; (iii) any assignment of a
Commitment or unfunded participation in Unreimbursed Amounts must be approved by
Administrative Agent and each L/C Issuer holding more than thirty three percent
(33%) of the L/C Obligations (in each case which approval shall not be
unreasonably withheld) unless the Person that is the proposed assignee is itself
a Lender (whether or not the proposed assignee would otherwise qualify as an
Eligible Assignee); and (iv) the parties to each assignment shall execute and
deliver to Administrative Agent an Assignment and Assumption, together with a
processing and recordation fee of $3,500. Subject to acceptance and recording
thereof by Administrative Agent pursuant to SECTION 13.13(c), from and after the
effective date specified in each Assignment and Assumption, the Eligible
Assignee thereunder shall be a party to this Agreement and, to the extent of the
interest assigned by such Assignment and Assumption, have the rights and
obligations of a Lender under this Agreement, and the assigning Lender
thereunder shall, to the extent of the interest assigned by such Assignment and
Assumption, be released from its obligations under this Agreement (and, in the
case of an Assignment and Assumption covering all of the assigning Lender's
rights and obligations under this Agreement, such Lender shall cease to be a
party hereto but shall continue to be entitled to the benefits of SECTIONS 4.1,
4.5, and 4.6 (with respect to facts and circumstances occurring prior to the
effective date of such assignment) and 11.10). Upon request, Borrower (at its
expense) shall execute and deliver a Note to the assignee Lender. Any assignment
or transfer by a Lender of rights or obligations under this Agreement that does
not comply with this subsection shall be treated for purposes of this Agreement
as a sale by such Lender of a participation in such rights and obligations in
accordance with SECTION 13.13(d).

      (c) Administrative Agent, acting solely for this purpose as an agent of
Borrower, shall maintain at Administrative Agent's office a copy of each
Assignment and Assumption delivered to it and a register for the recordation of
the names and addresses of Lenders, and the Commitments of, principal amounts of
the Borrowings and L/C Obligations owing to, each Lender pursuant to the terms
hereof from time to time (the "REGISTER"). The entries in the Register shall be
conclusive in the absence of manifest error, and Borrower, Administrative Agent,
and Lenders may treat each Person whose name is recorded in the Register
pursuant to the terms hereof as a Lender hereunder for all purposes of this
Agreement, notwithstanding notice to the contrary. The Register shall be
available for inspection by Borrower and any Lender, at any reasonable time and
from time to time upon reasonable prior notice.

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT  62
<PAGE>

      (d) Any Lender may at any time, without the consent of, or notice to,
Borrower or Administrative Agent, sell participations to any Person (other than
a natural person or Borrower or any of Borrower's Affiliates or Subsidiaries)
(each, a "PARTICIPANT") in all or a portion of such Lender's rights and/or
obligations under this Agreement (including all or a portion of its Commitment
and/or Borrowings and participations in L/C Obligations owing to it); provided
that (i) such Lender's obligations under this Agreement shall remain unchanged,
(ii) such Lender shall remain solely responsible to the other parties hereto for
the performance of such obligations, and (iii) Borrower, Administrative Agent,
and the other Lenders shall continue to deal solely and directly with such
Lender in connection with such Lender's rights and obligations under this
Agreement. Any agreement or instrument pursuant to which a Lender sells such a
participation shall provide that such Lender shall retain the sole right to
enforce this Agreement and to approve any amendment, modification, or waiver of
any provision of this Agreement; provided that such agreement or instrument may
provide that such Lender will not, without the consent of the Participant, agree
to any amendment, waiver or other modification described in the first proviso to
SECTION 13.11(a) that directly affects such Participant. Subject to SECTION
13.13(e), Borrower agrees that each Participant shall be entitled to the
benefits of SECTIONS 4.1, 4.5, and 4.6 to the same extent as if it were a Lender
and had acquired its interest by assignment pursuant to SECTION 13.13(b).

      (e) A Participant shall not be entitled to receive any greater payment
under SECTIONS 4.1 or 4.5 than the applicable Lender would have been entitled to
receive with respect to the participation sold to such Participant, unless the
sale of the participation to such Participant is made with Borrower's prior
written consent. A Participant that would be a Lender that is not a "United
States person" within the meaning of Section 7701(a)(30) of the Tax Code, if it
were a Lender shall not be entitled to the benefits of SECTION 4.6 unless
Borrower is notified of the participation sold to such Participant and such
Participant agrees, for the benefit of Borrower, to comply with SECTION 4.6 as
though it were a Lender.

      (f) Any Lender may at any time pledge or assign a security interest in all
or any portion of its rights under this Agreement (including under its Note, if
any) to secure obligations of such Lender, including any pledge or assignment to
secure obligations to a Federal Reserve Bank; provided that no such pledge or
assignment shall release such Lender from any of its obligations hereunder or
substitute any such pledgee or assignee for such Lender as a party hereto.

      (g) As used herein, the following terms have the following meanings:

      APPROVED FUND means any Fund that is administered or managed by (a) a
      Lender, (b) an Affiliate of a Lender, or (c) an entity or an Affiliate of
      an entity that administers or manages a Lender.

      ELIGIBLE ASSIGNEE means: (a) a Lender; (b) an Affiliate of a Lender; (c)
      an Approved Fund; and (d) any other Person (other than a natural person)
      approved by (i) Administrative Agent and each L/C Issuer holding more than
      thirty three percent (33%) of the L/C Obligations (provided that
      Administrative Agent and each such L/C Issuer shall not give such approval
      of any such other Person unless such other Person has a combined capital
      and surplus of at least $250,000,000 and has among its usual business
      activities the issuance of or the purchase of participations in letters of
      credit), and (ii) unless an Event of Default has occurred and is
      continuing, Borrower (each such approval not to be unreasonably withheld
      or delayed); provided that notwithstanding the foregoing, "Eligible
      Assignee" shall not include Borrower or any of Borrower's Affiliates or
      Subsidiaries.

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT  63
<PAGE>

      FUND means any Person (other than a natural person) that is (or will be)
      engaged in making, purchasing, holding or otherwise investing in
      commercial loans and similar extensions of credit in the ordinary course
      of its business.

      (h) Notwithstanding anything to the contrary contained herein, any Lender
that is a Fund may create a security interest in all or any portion of the
Borrowings owing to it and the Note, if any, held by it to the trustee for
holders of obligations owed, or securities issued, by such Fund as security for
such obligations or securities, provided that unless and until such trustee
actually becomes a Lender in compliance with the other provisions of this
SECTION 13.13, (i) no such pledge shall release the pledging Lender from any of
its obligations under the Loan Documents and (ii) such trustee shall not be
entitled to exercise any of the rights of a Lender under the Loan Documents even
though such trustee may have acquired ownership rights with respect to the
pledged interest through foreclosure or otherwise.

      13.14 DISCHARGE ONLY UPON PAYMENT IN FULL; REINSTATEMENT IN CERTAIN
CIRCUMSTANCES. The obligations of Borrower under the Loan Documents shall remain
in full force and effect until termination of the Total Commitment and payment
in full of the Principal Debt and of all interest, fees, and other amounts of
the Obligation then due and owing, except that SECTIONS 4, 11, and 13, and any
other provisions under the Loan Documents expressly intended to survive by the
terms hereof or by the terms of the applicable Loan Documents, shall survive
such termination. If at any time any payment of the principal of or interest on
any Note or any other amount payable by Borrower under any Loan Document is
rescinded or must be otherwise restored or returned upon the insolvency,
bankruptcy, or reorganization of any Company or otherwise, then the obligations
of Borrower under the Loan Documents with respect to such payment shall be
reinstated as though such payment had been due but not made at such time.

      13.15 LIMITED WAIVER. Each of the Lenders hereunder that is a Lender under
the Existing Letter of Credit Facility hereby waives the requirement set forth
in Section 2.3 of the Existing Letter of Credit Facility that Borrower provide
ten (10) Business Days prior notice of the termination of the commitments
thereunder. The waiver set forth herein is limited as provided herein and shall
not be deemed to be a waiver or consent to any deviation from the terms of this
Agreement or the other Loan Documents.

      13.16 CONFIDENTIALITY. Each of Administrative Agent and Lenders agrees to
maintain the confidentiality of the Information (as defined below), except that
Information may be disclosed (a) to its and its Affiliates' directors, officers,
employees, and agents, including accountants, legal counsel, and other advisors
(it being understood that the Persons to whom such disclosure is made will be
informed of the confidential nature of such Information and instructed to keep
such Information confidential), (b) to the extent requested by any regulatory
authority (including any self-regulatory authority, such as the National
Association of Insurance Commissioners), (c) to the extent required by
applicable laws or regulations or by any subpoena or similar legal process, (d)
to any other party hereto, (e) in connection with the exercise of any remedies
hereunder or under any other Loan Document or any action or proceeding relating
to this Agreement or any other Loan Document or the enforcement of rights
hereunder or thereunder, (f) subject to an agreement containing provisions
substantially the same as those of this SECTION 13.16, to (i) any assignee of or
Participant in, or any prospective assignee of or Participant in, any of its
rights or obligations under this Agreement or (ii) any actual or prospective
counterparty (or its advisors) to any swap or derivative transaction relating to
Borrower and its obligations, (g) with the consent of Borrower, or (h) to the
extent such Information (x) becomes publicly available other than as a result of
a breach of this SECTION 13.16 or (y) becomes available to Administrative Agent
or any Lender on a nonconfidential basis from a source other than Borrower. For
purposes of this Section,

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT  64
<PAGE>

"INFORMATION" means all information received from any Company relating to any
Company or any of their respective businesses, other than any such information
that is available to Administrative Agent or any Lender on a nonconfidential
basis prior to disclosure by any Company, provided that, in the case of
information received from a Company after the date hereof, such information is
clearly identified at the time of delivery as confidential. Any Person required
to maintain the confidentiality of Information as provided in this SECTION 13.16
shall be considered to have complied with its obligation to do so if such Person
has exercised the same degree of care to maintain the confidentiality of such
Information as such Person would accord to its own confidential information.

      13.17 USA PATRIOT ACT NOTICE. Each Lender and Administrative Agent (for
itself and not on behalf of any Lender) hereby notify Borrower that pursuant to
the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed
into law October 26, 2001)) (the "ACT"), it is required to obtain, verify and
record information that identifies Borrower, which information includes the name
and address of Borrower and other information that will allow such Lender or
Administrative Agent, as applicable, to identify Borrower in accordance with the
Act.

         [Remainder of Page Intentionally Blank; Signature Pages Follow]

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT  65
<PAGE>
\
      EXECUTED as of the first date written above.

                                                CENTEX CORPORATION,
                                                as Borrower

                                                By: /s/ Gail M. Peck
                                                    ----------------------------
                                                    Gail M. Peck
                                                    Vice President and Treasurer

                      SIGNATURE PAGE TO CENTEX CORPORATION
           LETTER OF CREDIT AND REIMBURSEMENT CREDIT AGREEMENT (2004)

<PAGE>

                                            BANK OF AMERICA, N.A., as
                                            Administrative Agent and as a Lender

                                            By: /s/ Mark Lariviere
                                                ----------------------------
                                                Mark Lariviere
                                                Managing Director

                      SIGNATURE PAGE TO CENTEX CORPORATION
           LETTER OF CREDIT AND REIMBURSEMENT CREDIT AGREEMENT (2004)

<PAGE>

                                                JPMORGAN CHASE BANK, as a Lender

                                                By: /s/ David L. Howard
                                                    ----------------------------
                                                    David L. Howard
                                                    Vice President

                      SIGNATURE PAGE TO CENTEX CORPORATION
           LETTER OF CREDIT AND REIMBURSEMENT CREDIT AGREEMENT (2004)

<PAGE>

                                                THE ROYAL BANK OF SCOTLAND PLC,
                                                as a Lender

                                                By: /s/ David Apps
                                                    ----------------------------
                                                    David Apps
                                                    Senior Vice President

                      SIGNATURE PAGE TO CENTEX CORPORATION
           LETTER OF CREDIT AND REIMBURSEMENT CREDIT AGREEMENT (2004)

<PAGE>

                                                CITICORP NORTH AMERICA, INC.,
                                                as a Lender

                                                By: /s/ Michael Chlopak
                                                    ----------------------------
                                                    Michael Chlopak
                                                    Vice President

                      SIGNATURE PAGE TO CENTEX CORPORATION
           LETTER OF CREDIT AND REIMBURSEMENT CREDIT AGREEMENT (2004)

<PAGE>

                                                BNP PARIBAS, as a Lender

                                                By: /s/ David C. Schad
                                                    ----------------------------
                                                    David C. Schad
                                                    Managing Director

                                                By; /s/ John Stacy
                                                    ----------------------------
                                                    John Stacy
                                                    Managing Director

                      SIGNATURE PAGE TO CENTEX CORPORATION
           LETTER OF CREDIT AND REIMBURSEMENT CREDIT AGREEMENT (2004)

<PAGE>

                                                CALYON NEW YORK BRANCH,
                                                as a Lender

                                                By: /s/ Philippe Soustra
                                                    ----------------------------
                                                    Philippe Soustra
                                                    Executive Vice President

                                                By: /s/ Attila Coach
                                                    ----------------------------
                                                    Attila Coach
                                                    Senior Vice President

                      SIGNATURE PAGE TO CENTEX CORPORATION
           LETTER OF CREDIT AND REIMBURSEMENT CREDIT AGREEMENT (2004)

<PAGE>

                                              CREDIT SUISSE FIRST BOSTON, ACTING
                                              THROUGH ITS CAYMAN ISLANDS BRANCH,
                                              as a Lender

                                              By: /s/ Bill O'Daly
                                                  ----------------------------
                                                  Bill O'Daly
                                                  Director

                                              By: /s/ Cassandra Droogan
                                                  ----------------------------
                                                  Cassandra Droogan
                                                  Associate

                      SIGNATURE PAGE TO CENTEX CORPORATION
           LETTER OF CREDIT AND REIMBURSEMENT CREDIT AGREEMENT (2004)

<PAGE>

                                                SUNTRUST BANK, as a Lender

                                                By: /s/ W. John Wendler
                                                    ----------------------------
                                                    W. John Wendler
                                                    Director

                      SIGNATURE PAGE TO CENTEX CORPORATION
           LETTER OF CREDIT AND REIMBURSEMENT CREDIT AGREEMENT (2004)

<PAGE>

                                             THE BANK OF TOKYO-MITSUBISHI, LTD.,
                                             as a Lender

                                             By: /s/ Brenda Trader
                                                 -------------------------------
                                                 Brenda Trader
                                                 Banking Officer

                                             By: /s/ Douglas M. Barnell
                                                 -------------------------------
                                                 Douglas M. Barnell
                                                 Vice President & Manager

                      SIGNATURE PAGE TO CENTEX CORPORATION
           LETTER OF CREDIT AND REIMBURSEMENT CREDIT AGREEMENT (2004)

<PAGE>

                                                COMERICA BANK, as a Lender

                                                By: /s/ Casey L. Ostrander
                                                    ----------------------------
                                                    Casey L. Ostrander
                                                    Vice President

                      SIGNATURE PAGE TO CENTEX CORPORATION
           LETTER OF CREDIT AND REIMBURSEMENT CREDIT AGREEMENT (2004)

<PAGE>

                                                WASHINGTON MUTUAL BANK, FA,
                                                as a Lender

                                                By: /s/ Javier Barrera
                                                    ----------------------------
                                                    Javier Barrera
                                                    Vice President

                      SIGNATURE PAGE TO CENTEX CORPORATION
           LETTER OF CREDIT AND REIMBURSEMENT CREDIT AGREEMENT (2004)

<PAGE>

                                      LLOYDS TSB BANK PLC,
                                      as a Lender

                                      By: /s/ Windsor R. Davies
                                          --------------------------------------
                                          Windsor R. Davies
                                          Director, Corporate Banking, USA, D061

                                      By: /s/ Paul D. Briamonte
                                          --------------------------------------
                                          Paul D. Briamonte
                                          Director-Project Finance (USA), B374

                      SIGNATURE PAGE TO CENTEX CORPORATION
           LETTER OF CREDIT AND REIMBURSEMENT CREDIT AGREEMENT (2004)

<PAGE>

                                                PNC BANK, NATIONAL ASSOCIATION,
                                                as a Lender

                                                By: /s/ Douglas G. Paul
                                                    ----------------------------
                                                    Douglas G. Paul
                                                    Senior Vice President

                      SIGNATURE PAGE TO CENTEX CORPORATION
           LETTER OF CREDIT AND REIMBURSEMENT CREDIT AGREEMENT (2004)

<PAGE>

                                                BANCA DI ROMA - CHICAGO BRANCH,
                                                as a Lender

                                                By: /s/ Joyce Montgomery
                                                    ----------------------------
                                                    Joyce Montgomery
                                                    Vice President

                                                By: /s/ Enrico Verdoscia
                                                    ----------------------------
                                                    Enrico Verdoscia
                                                    Senior Vice President

                      SIGNATURE PAGE TO CENTEX CORPORATION
           LETTER OF CREDIT AND REIMBURSEMENT CREDIT AGREEMENT (2004)

<PAGE>

                                                UBS LOAN FINANCE LLC,
                                                as a Lender

                                                By: /s/ Patricia O'Kicki
                                                    ----------------------------
                                                    Patricia O'Kicki
                                                    Director

                                                By: /s/ Joselin Fernandes
                                                    ----------------------------
                                                    Joselin Fernandes
                                                    Associate Director, Banking
                                                    Products Services, US

                      SIGNATURE PAGE TO CENTEX CORPORATION
           LETTER OF CREDIT AND REIMBURSEMENT CREDIT AGREEMENT (2004)

<PAGE>

                                                THE NORTHERN TRUST COMPANY,
                                                as a Lender

                                                By: /s/ Paul M. Theiss
                                                    ----------------------------
                                                    Paul M. Theiss
                                                    Vice President

                      SIGNATURE PAGE TO CENTEX CORPORATION
           LETTER OF CREDIT AND REIMBURSEMENT CREDIT AGREEMENT (2004)

<PAGE>

                                                US BANK NATIONAL ASSOCIATION,
                                                as a Lender

                                                By: /s/ David F. Higbee
                                                    ----------------------------
                                                    David F. Higbee
                                                    Vice President

                      SIGNATURE PAGE TO CENTEX CORPORATION
           LETTER OF CREDIT AND REIMBURSEMENT CREDIT AGREEMENT (2004)

<PAGE>

                                                BANK ONE, NA,
                                                solely as an L/C Issuer as
                                                provided in Section 2.1(a)(i)

                                                By: /s/ Allison L. Crayne
                                                    ----------------------------
                                                    Allison L. Crayne
                                                    Associate Director

                      SIGNATURE PAGE TO CENTEX CORPORATION
           LETTER OF CREDIT AND REIMBURSEMENT CREDIT AGREEMENT (2004)

<PAGE>

                                                              [LETTER OF CREDIT]

                                    EXHIBIT A

                             FORM OF PROMISSORY NOTE

$_______________                                                   July 16, 2004

      FOR VALUE RECEIVED, the undersigned, CENTEX CORPORATION, a Nevada
corporation ("BORROWER"), hereby promises to pay to the order of
_______________________ ("LENDER"), at the offices of BANK OF AMERICA, N.A., as
Administrative Agent for Lender and others as hereinafter described, on the
Repayment Date for each Borrowing, the lesser of (i) __________________________
($____________) and (ii) the aggregate principal amount of such Borrowing
disbursed by Lender to Borrower and outstanding and unpaid on such Repayment
Date (together with accrued and unpaid interest thereon).

      This note has been executed and delivered under, and is subject to the
terms of, the Letter of Credit and Reimbursement Agreement dated as of July 16,
2004 (as amended, modified, supplemented, or restated from time to time, the
"AGREEMENT"), among Borrower, Lender and other lenders named therein, and
Agents, and is one of the "Notes" referred to therein. Unless defined herein,
capitalized terms used herein that are defined in the Agreement have the meaning
given to such terms in the Agreement. Reference is made to the Agreement for
provisions affecting this note regarding applicable interest rates, principal
and interest payment dates, final maturity, voluntary and mandatory prepayments,
acceleration of maturity, exercise of Rights, payment of attorneys' fees, court
costs and other costs of collection, certain waivers by Borrower and others now
or hereafter obligated for payment of any sums due hereunder and security for
the payment hereof. Without limiting the immediately preceding sentence,
reference is made to SECTION 3.6 of the Agreement for usury savings provisions.

      THE LAWS OF THE STATE OF TEXAS AND OF THE UNITED STATES OF AMERICA SHALL
GOVERN THE RIGHTS AND DUTIES OF BORROWER AND LENDER AND THE VALIDITY,
CONSTRUCTION, ENFORCEMENT, AND INTERPRETATION HEREOF.

                                                CENTEX CORPORATION

                                                By _____________________________
                                                   Name:  ______________________
                                                   Title: ______________________

CENTEX EXHIBITS AND SCHEDULES          1



<PAGE>

                                                              [LETTER OF CREDIT]

                                    EXHIBIT B

                         FORM OF COMPLIANCE CERTIFICATE
                         ------------------------------
                              (Centex Corporation)

DATE:                  _______________,________

SUBJECT PERIOD:         ________ended ________________, ______

ADMINISTRATIVE AGENT:   Bank of America, N.A.

BORROWER:               Centex Corporation

      This certificate is delivered under the Letter of Credit and Reimbursement
Agreement dated as of July 16, 2004 (as amended, modified, supplemented, or
restated from time to time, the "CREDIT AGREEMENT"), among Borrower,
Administrative Agent, and other Agents and Lenders party thereto. Capitalized
terms used herein and not otherwise defined herein shall have the meaning given
to such terms in the Credit Agreement.

      The undersigned certifies to Lenders that:

      (a)   the undersigned is a Responsible Officer of Borrower in the
position(s) set forth under the signature below;

      (b)   the Financial Statements of the Companies attached to this
certificate were prepared in accordance with GAAP, and present fairly in all
material respects the consolidated financial condition and results of operations
of the Companies as of, and for the [three, six, or nine months, or fiscal year]
ended on, ____________, _____(the "SUBJECT PERIOD") [(subject only to normal
year-end audit adjustments)];

      (c)   a review of the activities of the Companies during the Subject
Period has been made under my supervision with a view to determining whether,
during the Subject Period, the Companies have kept, observed, performed, and
fulfilled all of their respective obligations under the Loan Documents, and
during the Subject Period, (i) the Companies kept, observed, performed, and
fulfilled each and every covenant and condition of the Loan Documents (except
for the deviations, if any, set forth on ANNEX A to this certificate) in all
material respects, and (ii) no Event of Default (nor any Potential Default) has
occurred which has not been cured or waived (except the Events of Default or
Potential Defaults, if any, described on ANNEX A to this certificate);

      (d)   the status of compliance by Borrower with SECTION 9.12(a), (b), and
(C) of the Credit Agreement at the end of the Subject Period is as set forth on
ANNEX B to this certificate; and

CENTEX EXHIBITS AND SCHEDULES          2



<PAGE>

                                                              [LETTER OF CREDIT]

      (e)   during the Subject Period, each Schedule to each Loan Document that
was required to be revised and supplied to Administrative Agent in accordance
with the terms of the Loan Documents has been so revised and supplied.

CENTEX EXHIBITS AND SCHEDULES          3



<PAGE>

                                                              [LETTER OF CREDIT]

[Signature of Responsible Officer of Borrower]

                                                   By: _________________________
                                                       Name:  __________________
                                                       Title: __________________

CENTEX EXHIBITS AND SCHEDULES          4



<PAGE>

                                                              [LETTER OF CREDIT]

                        ANNEX A TO COMPLIANCE CERTIFICATE

                         DEVIATIONS FROM LOAN DOCUMENTS/
                         DEFAULTS OR POTENTIAL DEFAULTS

                              (If none, so state.)

CENTEX EXHIBITS AND SCHEDULES          5



<PAGE>

                                                              [LETTER OF CREDIT]

                        ANNEX B TO COMPLIANCE CERTIFICATE
                        ---------------------------------
                              (Centex Corporation)

            Status of Compliance with SECTION 9.12(a), (b) and (c) of
                             the Credit Agreement(1)

      Borrower shall provide to Administrative Agent (for the benefit of
Lenders) detailed calculations, in form and substance reasonably acceptable to
Administrative Agent, demonstrating compliance with the following covenants:

SECTION 9.3     INDEBTEDNESS OF RESTRICTED SUBSIDIARIES

SECTION 9.12(a) LEVERAGE RATIO

SECTION 9.12(b) INTEREST COVERAGE

SECTION 9.12(c) MINIMUM TANGIBLE NET WORTH

CENTEX EXHIBITS AND SCHEDULES          6



<PAGE>

                                                              [LETTER OF CREDIT]

(1)   All as more particularly determined in accordance with the terms of the
      Credit Agreement, which control in the event of conflicts with this form.

CENTEX EXHIBITS AND SCHEDULES          7



<PAGE>

                                                              [LETTER OF CREDIT]

                                    EXHIBIT C

                    FORM OF NOTICE OF CONVERSION/CONTINUATION

                          ______________ ___, _________

Bank of America, N.A.
      as Administrative Agent for the
      Lenders as defined in the Credit
      Agreement referred to below
901 Main Street, 14th Floor
Dallas, Texas  75202
Attn: Taelitha Harris
      Phone: 214.209.3645
      Fax: 214.290.9644

      Reference is made to (i) the Letter of Credit and Reimbursement Agreement
dated as of July 16, 2004 (as amended, modified, supplemented, or restated from
time to time, "AGREEMENT"), among the undersigned, the Lenders named therein,
and Agents. Capitalized terms used herein and not otherwise defined herein shall
have the meanings assigned to such terms in the Agreement. The undersigned
hereby gives you notice pursuant to SECTION 2.1(c)(iii) of the Agreement that it
elects to Convert a Borrowing from one Type to another Type or elects to
Continue a Borrowing and select a new Interest Period for a Eurodollar
Borrowing, and in that connection, sets forth below the terms on which such
Conversion or Continuation is requested to be made:

(A)   Date of Borrowing*                                (A)  ___________

(B)   Amount of Borrowing                               (B)  ___________

(C)   Type of Borrowing**                               (C)  ___________

(D)   For Conversion to, or Continuation of,
      a Eurodollar Borrowing, the Interest Period
      and the last day thereof***                       (D)  ___________

      On the date the rate is set, please confirm the interest rate below and
return by facsimile transmission to ___________________.

                                                 Very truly yours,

                                                 CENTEX CORPORATION

                                                 By ____________________________
                                                    Name:  _____________________
                                                    Title: _____________________

Facility Rate: ___________________

CENTEX EXHIBITS AND SCHEDULES          8



<PAGE>

                                                              [LETTER OF CREDIT]

Confirmed by: ____________________

CENTEX EXHIBITS AND SCHEDULES          9



<PAGE>

                                                              [LETTER OF CREDIT]

*     Must be a Business Day at least three (3) Business Days following receipt
      by Administrative Agent of this Notice of Conversion/Continuation.

**    Eurodollar Borrowing or Prime Rate Borrowing.

***   Eurodollar Borrowing - 14 days or 1 month.

      In no event may the Interest Period end after the applicable scheduled
      repayment date of such Borrowing or Letter of Credit Expiration Date.

CENTEX EXHIBITS AND SCHEDULES          10



<PAGE>

                                                              [LETTER OF CREDIT]

                                    EXHIBIT D

                           FORM OF OPINION OF COUNSEL

      The opinion delivered by counsel to Borrower must be in form and substance
acceptable to Administrative Agent and its special counsel and cover the
following matters:

      1.    Borrower is duly incorporated, validly existing, and in good
standing under the Legal Requirements of the State of Nevada.

      2.    Borrower is duly qualified to transact business and is in good
standing as a foreign corporation in the State of Texas and in each other
jurisdiction where, to the best of that counsel's knowledge, the nature and
extent of Borrower's business and properties require due qualification and good
standing.

      3.    Borrower possesses all requisite corporate power and authority to
conduct its business as is now being, or is contemplated by the Credit Agreement
to be, conducted.

      4.    The execution and delivery by Borrower of each Loan Document to
which it is a party and the performance by it of its obligations thereunder, (a)
are within its corporate power, (b) have been duly authorized by all necessary
corporate action on its behalf, (c) except for any action or filing that has
been taken or made on or before the date of this opinion, and the filing of the
Loan Documents with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934, require no action by or filing with any
Governmental Authority, (d) do not violate any provision of its Constituent
Documents, (e) do not to the best knowledge of counsel after reasonable inquiry
violate any Legal Requirement applicable to it or, to the best knowledge of
counsel after reasonable inquiry, any material agreements to which it is a party
and of which counsel is aware, and (f) do not result in the creation or
imposition of any Lien on any asset of Borrower pursuant to a material agreement
of Borrower of which counsel is aware.

      5.    Upon execution and delivery by all parties to it, each Loan Document
will constitute a legal and binding obligation of Borrower, enforceable against
it in accordance with its terms, except as enforceability may be limited by
applicable Debtor Relief Laws and general principles of equity.

      6.    To the best knowledge of counsel after reasonable inquiry, (a) no
Company is subject to, or aware of the threat of, any Litigation that is
reasonably likely to be determined adversely to it and, if so adversely
determined, would be a Material Adverse Event, and (b) no outstanding or unpaid
judgments against any Company exist that could be a Material Adverse Event.

CENTEX EXHIBITS AND SCHEDULES          11



<PAGE>

                                                              [LETTER OF CREDIT]

                                    EXHIBIT E

                   FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT

This Assignment and Assumption (this "ASSIGNMENT AND ASSUMPTION") is dated as of
the Effective Date set forth below and is entered into by and between [Insert
name of Assignor] ("ASSIGNOR") and [Insert name of Assignee] ("ASSIGNEE").
Capitalized terms used but not defined herein shall have the meanings given to
them in the Credit Agreement identified below (the "CREDIT AGREEMENT"), receipt
of a copy of which is hereby acknowledged by Assignee. The Standard Terms and
Conditions set forth in ANNEX 1 attached hereto are hereby agreed to and
incorporated herein by reference and made a part of this Assignment and
Assumption as if set forth herein in full.

For an agreed consideration, Assignor hereby irrevocably sells and assigns to
Assignee, and Assignee hereby irrevocably purchases and assumes from Assignor,
subject to and in accordance with the Standard Terms and Conditions and the
Credit Agreement (including Section 13.13(b) thereof), as of the Effective Date
inserted by Administrative Agent as contemplated below (i) all of Assignor's
rights and obligations as a Lender under the Credit Agreement and any other
documents or instruments delivered pursuant thereto to the extent related to the
amount and percentage interest identified below of all of such outstanding
rights and obligations of Assignor under the facility identified below
(including, without limitation, Letters of Credit under such facility) and (ii)
to the extent permitted to be assigned under applicable law, all claims, suits,
causes of action, and any other right of Assignor (in its capacity as a Lender)
against any Person, whether known or unknown, arising under or in connection
with the Credit Agreement, any other documents or instruments delivered pursuant
thereto, or the loan transactions governed thereby or in any way based on or
related to any of the foregoing, including, but not limited to, contract claims,
tort claims, malpractice claims, statutory claims, and all other claims at law
or in equity related to the rights and obligations sold and assigned pursuant to
CLAUSE (i) above (the rights and obligations sold and assigned pursuant to
CLAUSES (i) and (ii) above being referred to herein collectively as, the
"ASSIGNED INTEREST"). Such sale and assignment is without recourse to Assignor
and, except as expressly provided in this Assignment and Assumption, without
representation or warranty by Assignor.

1.    Assignor: ______________________________

2.    Assignee: ______________________________ [and is an Affiliate/Approved
                Fund of [identify Lender]1]

3.    Borrower: Centex Corporation, a Nevada corporation

4.    Administrative Agent: Bank of America, N.A., as the administrative agent
                            under the Credit Agreement

-----------------
      (1) Select as applicable.

CENTEX EXHIBITS AND SCHEDULES          12



<PAGE>

                                                              [LETTER OF CREDIT]

5.    Credit Agreement: The Letter of Credit and Reimbursement Agreement dated
                        as of July 16, 2004, among Centex Corporation, the
                        Lenders parties thereto, Bank of America, N.A., as
                        Administrative Agent

6.    Assigned Interest:

<TABLE>
<CAPTION>
                           Total                 Amount of             Percentage
                   Commitment/Borrowings   Commitment/Borrowings       Assigned of
Facility Assigned    for all Lenders*            Assigned*        Commitment/Borrowings2
-----------------  ---------------------   ---------------------  ----------------------
<S>                <C>                     <C>                    <C>
  _____________      $________________       $________________         ______________%
  _____________      $________________       $________________         ______________%
  _____________      $________________       $________________         ______________%
</TABLE>

[7.   Trade Date: __________________]3

Effective Date: __________________, 20___ [TO BE INSERTED BY ADMINISTRATIVE
AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE
REGISTER THEREFOR.]

The terms set forth in this Assignment and Assumption are hereby agreed to:

                                                   ASSIGNOR
                                                   -----------------------------
                                                   [NAME OF ASSIGNOR]

                                                   By: _________________________
                                                       Title:

                                                   ASSIGNEE
                                                   -----------------------------
                                                   [NAME OF ASSIGNEE]

                                                   By: _________________________
                                                       Title:

--------------------
      * Amount to be adjusted by the counterparties to take into account any
payments or prepayments made between the Trade Date and the Effective Date.

      2 Set forth, to at least 9 decimals, as a percentage of the
Commitment/Borrowings of all Lenders thereunder.

      3 To be completed if Assignor and Assignee intend that the minimum
assignment amount is to be determined as of the Trade Date.

CENTEX EXHIBITS AND SCHEDULES          13



<PAGE>

                                                              [LETTER OF CREDIT]

Consented to and Accepted:

BANK OF AMERICA, N.A., as Administrative Agent

By: _________________________________
    Title:

[Consented to and Accepted:

CENTEX CORPORATION, a Nevada corporation

By: _________________________________
    Title:]

CENTEX EXHIBITS AND SCHEDULES          14



<PAGE>

                                                              [LETTER OF CREDIT]

                      ANNEX 1 TO ASSIGNMENT AND ASSUMPTION

                        STANDARD TERMS AND CONDITIONS FOR
                            ASSIGNMENT AND ASSUMPTION

      1.    Representations and Warranties.

      1.1.  Assignor. Assignor: (a) represents and warrants that (i) it is the
legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest
is free and clear of any lien, encumbrance, or other adverse claim, and (iii) it
has full power and authority, and has taken all action necessary, to execute and
deliver this Assignment and Assumption and to consummate the transactions
contemplated hereby; and (b) assumes no responsibility with respect to (i) any
statements, warranties, or representations made in or in connection with the
Credit Agreement or any other Loan Document, (ii) the execution, legality,
validity, enforceability, genuineness, sufficiency, or value of the Loan
Documents or any collateral thereunder, (iii) the financial condition of
Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in
respect of any Loan Document, or (iv) the performance or observance by the
Borrower, any of its Subsidiaries or Affiliates, or any other Person of any of
their respective obligations under any Loan Document.

      1.2.  Assignee. Assignee: (a) represents and warrants that (i) it has full
power and authority, and has taken all action necessary, to execute and deliver
this Assignment and Assumption and to consummate the transactions contemplated
hereby and to become a Lender under the Credit Agreement, (ii) it meets all
requirements of an Eligible Assignee under the Credit Agreement (subject to
receipt of such consents as may be required under the Credit Agreement), (iii)
from and after the Effective Date, it shall be bound by the provisions of the
Credit Agreement as a Lender thereunder and, to the extent of the Assigned
Interest, shall have the obligations of a Lender thereunder, (iv) it has
received a copy of the Credit Agreement, together with copies of the most recent
financial statements delivered pursuant to SECTION 8.3 thereof, as applicable,
and such other documents and information as it has deemed appropriate to make
its own credit analysis and decision to enter into this Assignment and
Assumption and to purchase the Assigned Interest on the basis of which it has
made such analysis and decision independently and without reliance on
Administrative Agent or any other Lender, and (v) if it is a Lender that is not
a "United States person" within the meaning of Section 7701(a)(30) of the Tax
Code, attached hereto is any documentation required to be delivered by it
pursuant to the terms of the Credit Agreement, duly completed and executed by
Assignee; and (b) agrees that (i) it will, independently and without reliance on
Administrative Agent, Assignor or any other Lender, and based on such documents
and information as it shall deem appropriate at the time, continue to make its
own credit decisions in taking or not taking action under the Loan Documents,
and (ii) it will perform in accordance with their terms all of the obligations
which by the terms of the Loan Documents are required to be performed by it as a
Lender.

      2.    Payments. From and after the Effective Date, Administrative Agent
shall make all payments in respect of the Assigned interest (including payments
of principal, interest, fees and other amounts) to Assignee whether such amounts
have accrued prior to or on or after the Effective Date. The Assignor and
Assignee shall make all appropriate adjustments in payments by Administrative
Agent for periods prior to the Effective Date or with respect to the making of
this assignment directly between themselves.

CENTEX EXHIBITS AND SCHEDULES          15



<PAGE>

                                                              [LETTER OF CREDIT]

      3.    General Provisions. This Assignment and Assumption shall be binding
upon, and inure to the benefit of, the parties hereto and their respective
successors and assigns. This Assignment and Assumption may be executed in any
number of counterparts, which together shall constitute one instrument. Delivery
of an executed counterpart of a signature page of this Assignment and Assumption
by telecopy shall be effective as delivery of a manually executed counterpart of
this Assignment and Assumption. This Assignment and Assumption shall be governed
by, and construed in accordance with, the law of the State of Texas.

CENTEX EXHIBITS AND SCHEDULES          16



<PAGE>

                                                              [LETTER OF CREDIT]

                                  SCHEDULE 1.1

                           EXISTING LETTERS OF CREDIT

     [TO BE FURTHER UPDATED BY ADMINISTRATIVE AGENT AS OF THE CLOSING DATE]

All Centex Corporation Letters of Credit Global amounts as of 07/16/04.

TOTAL:      $194,905,054.79

<TABLE>
<CAPTION>
Bank of America
LC#                  AMOUNT        ISSUED     EXPIRES               BENEFICIARY              ACTION  STANDBY LC TYPE
---------------      ------        ------     -------               -----------              ------  ---------------
<S>               <C>            <C>         <C>             <C>                             <C>     <C>
         916355   $1,900,000.00  12/20/1998  12/19/2004         Travelers Casualty A                   performance
        3054936   $1,500,000.00   3/19/2003   3/14/2005             Donlen Trust                       financial
        3704341   $  245,000.00   12/1/2000   12/1/2004          Mullrock Mortgage                     financial
        3704342   $  500,000.00   1/23/2001   1/19/2005          Enterprise Leasing                    financial
        3704347   $1,000,000.00    3/1/2001   2/27/2005        Old Republic Insurance                  financial
        3704363   $  672,367.00    6/6/2001    6/1/2005           City of Longmont                     financial
        3704367   $  647,160.00   6/27/2001   6/13/2005       Liberty Mutual Insurance                 financial
        3704389   $7,000,000.00  11/14/2001  11/14/2004      Zurich-American Insurance                 financial
        3704392   $1,195,650.00  12/10/2001  12/10/2004         Comerica Bank Texas                    financial
        3704393   $  354,671.00   12/4/2001   12/5/2004        Arbor Commercial Mort.                  financial
        3704394   $  154,472.00   12/4/2001   12/5/2004        Arbor Commercial Mort.                  financial
        3704403   $  400,000.00    8/8/2002    8/6/2004       Liberty Mutual Insurance                 performance
         113767   $  250,000.00   10/2/1999   10/1/2004      Commissioner of Insurance                 performance
        3055540   $  755,631.87   4/16/2003  10/31/2004             Union County                       financial
        3056164   $   25,047.00   5/16/2003   5/15/2005        City of Boynton Beach                   performance
        3055469   $    5,997.00   5/30/2003   5/28/2005        City of Boynton Beach                   performance
        3056601   $   10,000.00    6/5/2003    6/3/2005        City of Lake St Louis                   performance
        3056852   $  225,146.70   6/16/2003   6/16/2005         St Louis County, MI                    performance
        3056853   $   65,112.18   6/16/2003   6/16/2005         St Louis County, MI                    performance
        3056854   $   22,447.80   6/16/2003   6/16/2005         St Louis County, MI                    performance
        3056855   $   10,904.73   6/16/2003   6/16/2005         St Louis County, MI                    performance
</TABLE>

CENTEX EXHIBITS AND SCHEDULES          17



<PAGE>

                                                              [LETTER OF CREDIT]

<TABLE>
<CAPTION>
Bank of America
LC#                  AMOUNT        ISSUED     EXPIRES               BENEFICIARY              ACTION  STANDBY LC TYPE
---------------      ------        ------     -------               -----------              ------  ---------------
<S>                <C>           <C>         <C>           <C>                               <C>     <C>
        3056856    $ 19,248.92    6/16/2003   6/16/2005         St Louis County, MI                    performance
        3056857    $186,163.68    6/16/2003   6/16/2005         St Louis County, MI                    performance
        3056858    $180,497.87    6/16/2003   6/16/2005         St Louis County, MI                    performance
        3057299    $121,675.00     7/2/2003    7/1/2005         County of Lexington                    performance
        3057300    $154,249.00     7/2/2003    7/1/2005         County of Lexington                    performance
        3057331    $ 82,508.83     7/8/2003    7/8/2005         St Louis County, MI                    performance
        3057332    $165,654.67     7/8/2003    7/8/2005         St Louis County, MI                    performance
        3704335    $ 14,354.00    8/24/2000    9/1/2004         Board of County Comm                   performance
        3704336    $317,543.25    8/24/2000    9/1/2004         Board of County Comm                   performance
        3704337    $164,900.00    8/25/2000    9/1/2004          City of Farmington                    performance
        3704354    $ 24,215.63    5/18/2001    9/1/2004        Town of Mount Pleasant                  performance
        3704355    $ 24,620.00    5/25/2001   5/22/2005         Charter Township of                    performance
        3704356    $170,368.00    5/25/2001  10/22/2004         Washtenaw County Roa                   performance
        3704358    $286,080.00    5/25/2001  10/22/2004         Washtenaw County Dra                   performance
        3704364    $ 70,235.00    6/11/2001    2/1/2005         City of Maple Grove                    performance
        3704366    $ 88,815.40    6/13/2001  12/12/2004           City of Longmont                     performance
        3704372    $ 60,000.00    6/20/2001   6/20/2005           Raritan Township                     performance
        3704374    $ 33,500.00     7/6/2001   6/30/2005          City of Farmington                    performance
        3704375    $ 25,138.12     7/6/2001   8/15/2004        Town of Mount Pleasant                  performance
        3704385    $ 48,900.00   10/31/2001    6/3/2005         County of Lexington                    performance
        3704404    $144,210.62    8/19/2002  12/31/2004         The City of Inver Gr                   performance
        3704408    $372,559.00    10/7/2002   10/4/2004             Union County                       performance
        3704409    $ 13,553.00    10/7/2002   10/4/2004             Union County                       performance
        3704410    $330,745.00    10/7/2002   10/4/2004             Union County                       performance
        3704411    $ 19,440.00    10/7/2002   10/4/2004             Union County                       performance
        3704413    $ 37,000.00    1/15/2003    5/1/2005         County of Lexington                    performance
        3710150    $225,000.00    1/31/2003   1/27/2005        Walker Title & Escrow                   performance
        3043543    $ 81,962.60    8/26/2003   8/21/2004         St Louis County, MI                    performance
        3043546    $ 74,703.35     9/5/2003    9/4/2004           City of Raleigh                      performance
        3043547    $ 75,000.00     9/5/2003    9/4/2004    Gary W Purser, SR and Charvick              performance
</TABLE>

CENTEX EXHIBITS AND SCHEDULES          18



<PAGE>

                                                              [LETTER OF CREDIT]

<TABLE>
<CAPTION>
Bank of America
LC#                  AMOUNT        ISSUED     EXPIRES               BENEFICIARY              ACTION  STANDBY LC TYPE
---------------      ------        ------     -------               -----------              ------  ---------------
<S>              <C>             <C>         <C>          <C>                                <C>     <C>
        3043548  $    75,473.00    9/8/2003    9/4/2005             Union County                       performance
        3043549  $     5,335.00    9/8/2003    9/4/2005             Union County                       performance
        3043550  $   190,274.69    9/8/2003    9/4/2004           City of O'Fallon                     performance
        3043551  $    27,358.89    9/8/2003    9/4/2004         St Louis County, MI                    performance
        3043552  $   250,000.00   9/15/2003   9/15/2004             John Alfers                        performance
        3704362  $   500,000.00    8/7/2003   5/31/2005      Enterprise Leasing of DFW                 financial
        3043553  $   900,000.00   9/23/2003   9/18/2004   Residential Funding Corporation              performance
        3043556  $   750,000.00   9/26/2003   9/24/2004   East Course Limited Partnership              performance
        3043557  $    56,727.00   9/26/2003   9/24/2004        Town of Mount Pleasant                  performance
        3043554  $   156,325.00   9/30/2003   9/22/2004     City of Inver Frove Heights                performance
        3043555  $   200,000.00   9/30/2003   9/22/2004     David R. and Karen M. Stokes               performance
        3043558  $    63,870.00   10/3/2003   9/30/2004           City of Concord                      performance
        3043731  $ 1,764,700.00   10/8/2003   10/6/2004         Alamo Title Company                    performance
        3043733  $    61,139.55   10/8/2003   10/7/2004         St Louis County, MI                    performance
        3043734  $    23,461.22   10/8/2003   10/7/2004         St Louis County, MI                    performance
        3043735  $   159,120.86   10/8/2003   10/7/2004         St Louis County, MI                    performance
        3043736  $25,000,000.00   10/8/2003   10/7/2004      Zurich-American Insurance                 financial
        3043542  $   448,260.72   10/9/2003   10/7/2004          Village of Oswego                     performance
        3043732  $   532,148.88   10/9/2003   10/7/2004          Village of Oswego                     performance
        3043559  $ 2,500,000.00  10/14/2003  10/10/2004    Glenn Goodpasture, Esquire AS               performance
        3043739  $   548,965.00  10/24/2003  10/22/2004         Charter Township of                    performance
        3043741  $   411,460.20  10/29/2003  10/23/2004             Union County                       performance
        3043742  $    30,809.25  10/29/2003  10/23/2004             Union County                       performance
        3043745  $   384,000.00  10/31/2003  10/29/2004          City of Rosemount                     performance
        3043746  $   167,520.00  10/31/2003  10/29/2004     City of Inver Grove Heights                performance
        3043747  $    50,000.00  10/31/2003  12/31/2004        Round Lake Development                  performance
        3043883  $   199,131.19  11/13/2003  11/11/2004         St Louis County, MI                    performance
        3043885  $   100,000.00  11/19/2003  11/18/2004     Washington Metropolitan Area               performance
        3043749  $   104,356.00  11/20/2003  11/18/2004           City of Romulus                      performance
        3043884  $   808,032.00  11/20/2003  11/17/2004          City of Boca Raton                    performance
</TABLE>

CENTEX EXHIBITS AND SCHEDULES          19



<PAGE>

                                                              [LETTER OF CREDIT]

<TABLE>
<CAPTION>
Bank of America
LC#                  AMOUNT        ISSUED     EXPIRES               BENEFICIARY              ACTION  STANDBY LC TYPE
---------------      ------        ------     -------               -----------              ------  ---------------
<S>               <C>            <C>         <C>          <C>                                <C>     <C>
        3043743   $  173,000.00  11/26/2003   11/1/2004   Horry County Engineering Depart.             performance
        3043887   $   35,625.00   12/3/2003   12/1/2004             Union County                       performance
        3043886   $  109,233.06   12/8/2003   12/8/2004         County of Lexington                    performance
        3043889   $  750,000.00  12/11/2003  12/11/2004        Piedmont Title Agency                   financial
        3043890   $   46,466.12  12/18/2003  12/10/2004         St Louis County, MI                    performance
        3043891   $   50,007.86    1/2/2004    1/2/2005         County of Lexington                    performance
        3043892   $  925,000.00   1/22/2004   1/16/2005          Russell L Cheatham                    financial
        3043897   $  104,000.00   1/20/2004   1/14/2005        Commerce Title Company                  performance
        3043898   $6,083,133.00   1/29/2004  12/31/2004      Windemere BLC Land Co, LLC                financial
        3043899   $   70,000.00    2/3/2004   1/30/2005            North Carolina                      performance
        3043900   $  118,716.25    2/5/2004    2/4/2005         St Louis County, MI                    performance
        3043901   $  163,189.00    2/5/2004    2/4/2005          South Valley Sewer                    performance
        3044035   $7,244,749.13   2/12/2004   2/12/2005    RFC Construction Funding, LLC               financial
        3044037   $   27,638.00   2/13/2004   2/13/2005        Town of Mount Pleasant                  performance
        3044036   $  151,764.00   2/17/2004   2/11/2005            City of Durham                      performance
        3044038   $  931,250.00   2/18/2004  11/30/2004      Windemere BLC Land Co, LLC                financial
        3044039   $1,632,193.35   2/23/2004   2/23/2005          Georgetown County                     performance
        3044040   $1,442,602.84   2/23/2004   2/23/2005          Georgetown County                     performance
        3044041   $  104,000.00   2/25/2004   2/23/2005         Commerce Title Comp                    performance
        3044042   $   72,837.74   2/26/2004   2/24/2005             Union County                       performance
        3044043   $  430,859.93   2/26/2004   2/24/2005             Union County                       performance
        3044044   $  888,496.07   2/26/2004   2/24/2005             Union County                       performance
        3044045   $  125,613.00   2/27/2004   2/27/2005     Town of Cary, North Carolina               performance
        3044046   $   79,923.75   2/27/2004   2/27/2005     Town of Cary, North Carolina               performance
        3044047   $  465,657.50   2/27/2004   2/27/2005     Town of Cary, North Carolina               performance
        3044048   $  182,251.25   3/12/2004   3/10/2005           City of Longmont                     performance
        3044049   $   50,000.00   3/12/2004   3/10/2005           Robert H Hodgson                     financial
        3044050   $  772,000.00   3/16/2004   3/15/2005          City of Elk River                     performance
        3044051   $  600,974.00   3/16/2004   3/15/2005     City of Inver Grove Heights                performance
        3044052   $  105,107.20   3/19/2004   3/18/2005         County of Lexington                    performance
</TABLE>

CENTEX EXHIBITS AND SCHEDULES          20



<PAGE>

                                                              [LETTER OF CREDIT]

<TABLE>
<CAPTION>
Bank of America
LC#                  AMOUNT        ISSUED     EXPIRES               BENEFICIARY              ACTION  STANDBY LC TYPE
---------------      ------        ------     -------               -----------              ------  ---------------
<S>               <C>            <C>         <C>         <C>                                 <C>     <C>
        3044053   $1,602,200.00  3/22/2004    2/1/2005          City of Maple Grove                    performance
        3044111   $  614,350.00  3/22/2004    2/1/2005          City of Maple Grove                    performance
        3044206   $   75,000.00  5/28/2004   5/28/2005   BRI/Legacy Park Business Cntr LTD             financial
        3044129   $  500,000.00   6/1/2004   5/27/2005       Gainesville Village Place                 financial
        3044128   $  154,850.00  5/26/2004   5/26/2005    Delmarva Power and Light Company             financial
        3044126   $1,500,000.00  5/10/2004   5/10/2005         Walker Title & Escrow                   financial
        3044125   $   50,000.00   5/7/2004    5/7/2005           Village of Shiloh                     performance
        3044127   $  500,000.00  5/24/2004   5/19/2005         Rudgate Red Cedars Co                   financial
        3044115   $  145,240.25   4/7/2004    4/7/2005     Lennar Communities of Carolina              financial
        3044112   $   21,550.00   4/8/2004   8/18/2005              Horry County                       performance
        3044113   $   25,500.00   4/8/2004   8/18/2005              Horry County                       performance
        3044114   $  250,000.00  4/12/2004   4/12/2005           Central Land Title                    financial
        3044116   $1,132,980.00  4/12/2004   4/12/2005        Liberty Mutual Insurance                 financial
        3044117   $  817,200.00  4/15/2004   4/12/2005   Jefferson Water and Sewer District            performance
        3044118   $  862,600.00  4/15/2004   4/12/2005   Jefferson Water and Sewer District            performance
        3044119   $7,166,666.67  4/16/2004   4/16/2005    Residential Funding Corporation              financial
        3044120   $  297,313.20  4/28/2004   4/27/2005              Union County                       performance
        3044121   $   71,555.46  4/28/2004   4/27/2005              Union County                       performance
        3044122   $  775,420.99  4/28/2004   4/27/2005              Union County                       performance
        3044123   $  925,000.00  4/28/2004   4/28/2005            James F. Steffey                     financial
        3044124   $  192,646.68  4/30/2004   4/30/2005          St Louis County, MI                    performance
        3044207   $  436,249.00   6/8/2004    6/3/2005           Georgetown County                     financial
        3044208   $  690,805.00  6/10/2004   6/10/2005              Horry County                       performance
        3044209   $   57,671.79  6/14/2004   6/14/2005           City of Ellisville                    performance
        3044210   $  111,303.02  6/21/2004   6/18/2005          City of Spanish Fork                   performance
        3044211   $  165,825.00  6/21/2004   6/18/2005           South Valley Sewer                    performance
        3044214   $3,000,000.00   7/1/2004    7/1/2005    Residential Funding Corporation              financial
        3044216   $  792,836.00   7/8/2004    7/7/2005              Horry County                       financial
        3044217   $  968,462.50   7/9/2004    7/8/2005     U S Bank National Association               performance
</TABLE>

CENTEX EXHIBITS AND SCHEDULES          21



<PAGE>

                                                              [LETTER OF CREDIT]

<TABLE>
<CAPTION>
Bank One
LC#                         ISSUED        EXPIRE                BENEFICIARY             ACTION  STANDBY LC TYPE
--------                    ------        ------                -----------             ------  ---------------
<S>       <C>             <C>           <C>         <C>                                 <C>     <C>
  327902  $   171,541.90    7/1/2003      7/1/2005             Union County                        financial
  327908  $     7,863.00    7/1/2003      7/1/2005             Union County                        financial
  327883  $     9,000.00  12/31/2002    12/30/2004          Stagecoach Valley                      financial
  327885  $   254,000.00   1/30/2003     1/27/2005           439 Development                       financial
  327894  $   100,000.00   4/15/2003     4/14/2005          City of Elk River                      financial
  327889  $   175,000.00    3/7/2003      3/5/2005     Mobile Shelters Land Holding                financial
  327890  $    73,071.42   3/17/2003     3/28/2005           City of Raleigh                       financial
  327901  $    69,953.00    6/6/2003      1/6/2005         City of Oregan City                     financial
  327909  $    50,000.00   7/22/2003     7/18/2004          Village of Shiloh                      financial
  327900  $   265,500.00   4/25/2003     4/25/2005           W&B Development                       financial
  327907  $   205,454.45    7/1/2003      7/1/2005             Union County                        financial
  327904  $    10,261.00    7/1/2003      7/1/2005             Union County                        financial
  327905  $   109,367.35    7/1/2003      7/1/2005             Union County                        financial
  327906  $    14,673.00    7/1/2003      7/1/2005             Union County                        financial
  313941  $   140,000.00    5/4/1992      5/4/2005          County of Loudoun                      financial
  318615  $    15,000.00    9/5/2000      2/1/2005          City of Maplegrove                     financial
  318619  $   370,596.50   9/21/2000     9/21/2004           City of Longmont                      financial
  318647  $   351,600.00   7/26/2001     7/30/2005      Charter Townshio of Canton                 financial
  318648  $   535,530.00   7/26/2001     7/30/2005   Washtenaw Co. Drain Commissioner              financial
  318650  $   177,832.00   8/23/2001     8/20/2005   Washtenaw County Rd Commissioner              financial
  318653  $ 2,623,000.00   9/21/2001     9/25/2005   Residential Funding Corporation               financial
  318655  $   111,538.00   9/26/2001    12/31/2004          City of Prior Lake                     financial
  318656  $   520,000.00   9/23/2003     9/21/2004  Waterford Landing Hm Owners Assoc              financial
  318671  $   135,860.00   2/28/2002      2/1/2005         City of Maple Grove                     financial
  318663  $    43,093.00   4/15/2002     4/11/2005          City of Oceanside                      financial
  318665  $    60,000.00  12/17/2001    12/14/2004           City of Rosemont                      financial
  318673  $   112,482.00   4/15/2002     4/11/2005          City of Oceanside                      financial
  318676  $     9,400.00   5/16/2002      2/1/2005         City of Maple Grove                     financial
  318677  $    83,800.00   5/16/2002      2/1/2005         City of Maple Grove                     financial
</TABLE>

CENTEX EXHIBITS AND SCHEDULES          22



<PAGE>

                                                              [LETTER OF CREDIT]

<TABLE>
<CAPTION>
Bank One
LC#                         ISSUED        EXPIRE                BENEFICIARY             ACTION  STANDBY LC TYPE
--------                    ------        ------                -----------             ------  ---------------
<S>       <C>             <C>           <C>         <C>                                 <C>     <C>
  318683  $   112,750.00   6/13/2002    12/22/2004           City of Rosemont                      financial
  318682  $   173,000.00   5/28/2002     5/28/2005        Killeen thunder Creek                    financial
  318684  $    30,525.00    7/1/2002     8/31/2004         Town of Mt. Pleasant                    financial
  318685  $    41,384.50    7/2/2002      1/8/2005  County of Lexington, So. Carolina              financial
  318689  $   743,177.23    8/2/2002     7/30/2005             Union County                        financial
  318690  $    36,063.19    8/2/2002     7/30/2005             Union County                        financial
  318691  $   300,000.00    8/6/2002      8/5/2004   Waugh Chapel Limited Partnership              financial
  318692  $    36,274.39   8/15/2002      8/8/2005             Union County                        financial
  318693  $ 1,048,782.21   8/15/2002     8/12/2005             Union County                        financial
  318694  $   101,531.19   8/15/2002     8/15/2004         City of Westminster                     financial
  318695  $    67,407.85   8/15/2002     8/15/2004         City of Westminster                     financial
  382361  $    15,000.00   8/13/1997      2/1/2005         City of Maple Grove                     financial
  382375  $    81,097.60  11/14/1997     8/27/2004            Town of Parker                       financial
  382702  $   134,400.00    9/4/1998      9/4/2005           C.V. Perry & Co.                      financial
  327898  $    21,577.61   4/15/2003      6/1/2005             Union County                        financial
  327899  $   245,100.45   4/15/2003      6/1/2005             Union County                        financial
  382779  $   104,144.81   9/21/1999     7/21/2004       Village of North Aurora                   financial
  327867  $    75,000.00   9/18/2002     9/16/2004           Echo Development                      financial
  327878  $   425,881.00  11/12/2002    11/11/2005        Village of Round Lake                    financial
  327877  $ 2,021,134.00   11/6/2002    10/30/2004           City of Longmont                      financial
  327882  $    32,236.71  11/21/2002     8/30/2004  County of Eagle, State of Colorado             financial
  327869  $   117,115.00   10/2/2002    11/30/2004         Town of Mt. Pleasant                    financial
  327872  $   740,980.00  10/23/2002    10/31/2004      Wells Fargo Bank Minnesota                 financial
  327873  $ 1,500,000.00  10/23/2002    10/31/2004      Wells Fargo Bank Minnesota                 financial
  327879  $ 1,373,757.12  11/13/2002    11/11/2004          Village of Oswego                      financial
  327881  $    79,190.26  11/21/2002     8/30/2004  County of Eagle, State of Colorado             financial
  327884  $   357,774.50   1/13/2003      1/9/2005          City of Wheatridge                     financial
  327891  $   200,000.00    4/2/2003      4/2/2005           City of Rosemont                      financial
  327896  $ 1,058,400.00   4/16/2003      2/1/2005         City of Maple Grove                     financial
  327886  $   233,000.00   4/15/2003      2/1/2005         City of Maple Grove                     financial
</TABLE>

CENTEX EXHIBITS AND SCHEDULES          23



<PAGE>

                                                              [LETTER OF CREDIT]

<TABLE>
<CAPTION>
Bank One
LC#                         ISSUED        EXPIRE       BENEFICIARY     ACTION  STANDBY LC TYPE
--------                    ------        ------       -----------     ------  ---------------
<S>       <C>             <C>           <C>         <C>                <C>     <C>
  318686  $    50,000.00    8/7/2003    12/31/2004                                financial
  323916  $    49,500.00    8/7/2003      4/6/2005                                financial
  327911  $   161,963.34   2/17/2004     2/12/2005  City of Champlin              financial
</TABLE>

<TABLE>
<CAPTION>
JP Morgan
LC#                          ISSUED      EXPIRE              BENEFICIARY              ACTION  STANDBY LC TYPE
---------                    ------      ------              -----------              ------  ---------------
<S>        <C>             <C>         <C>         <C>                                <C>     <C>
 D-221538  $ 7,000,000.00   1/23/2002   1/17/2005   Zurich American Insurance Group             financial
 D-220589  $ 6,400,000.00  12/21/2001    1/9/2005   The Travelers Indemnity Company             financial
 D-229664  $    83,627.30    9/5/2002    3/1/2005   County of Lexington So. Carolina            financial
 D-229684  $   127,541.72    9/5/2002    3/1/2005   County of Lexington So. Carolina            financial
 D-230276  $   663,804.00   9/20/2002   9/19/2004      Residential Funding Corp.                financial
 D-233345  $ 3,000,000.00  12/26/2002  12/31/2004    Old Republic Insurance Company             financial
 D-234681  $ 1,000,000.00   2/10/2003   1/31/2005  Industrial Properties Corporation            performance
 D-249445  $   250,000.00   6/30/2004  12/31/2004       Chase Manhattan Mortgage                financial
</TABLE>

<TABLE>
<CAPTION>
Suntrust
LC#                          ISSUED      EXPIRE                     BENEFICIARY                  ACTION  STANDBY LC TYPE
--------                     ------      ------                     -----------                  ------  ---------------
<S>        <C>             <C>         <C>              <C>                                      <C>     <C>
 F503221   $   319,680.00    3/7/2002    3/1/2005               Liberty Mutual Ins                         financial
 F840258   $   250,000.00  12/12/2002  12/12/2004               Liberty Mutual Ins                         financial
 P000072   $     2,383.00  11/18/2002   7/26/2004               Orange County BOCC                         performance
 P000126   $   296,624.00  12/12/2002  12/12/2004               City of Mt. Juliet                         performance
 P000127   $    32,571.00  12/12/2002  12/12/2004               City of Mt. Juliet                         performance
 P000184   $   205,305.86    1/6/2003  12/23/2004                  Union County                            performance
 P000185   $    22,812.80    1/6/2003  12/23/2004                  Union County                            performance
 P000187   $     5,252.00    1/6/2003   8/26/2004               Orange County BOCC                         performance
 P000210   $     6,030.00   1/13/2003   8/26/2004               Orange County BOCC                         performance
 P000262   $    42,000.00   1/30/2003    5/1/2005       County of York c/o James McReynolds                performance
 P000379   $   500,000.00   3/11/2003   3/11/2005              Commerce title Agenct                       performance
 P000473   $ 1,008,248.07   4/16/2003  10/31/2004                   Union City                             performance
 P000474   $   196,674.04   4/16/2003  10/31/2004                   Union City                             performance
</TABLE>

CENTEX EXHIBITS AND SCHEDULES          24



<PAGE>

                                                              [LETTER OF CREDIT]

<TABLE>
<CAPTION>
Suntrust
LC#                          ISSUED      EXPIRE                     BENEFICIARY                  ACTION  STANDBY LC TYPE
--------                     ------      ------                     -----------                  ------  ---------------
<S>        <C>             <C>         <C>         <C>                                           <C>     <C>
 P000475   $    40,250.00   4/16/2003   6/30/2005                   Union City                             performance
 P000487   $   403,648.00   4/25/2003  12/31/2004          City bof Inner Grove Heights                    performance
 P000495   $ 2,150,000.00   4/28/2003   4/28/2005       County of York c/o James McReynolds                performance
 P000635   $    28,220.00   7/10/2003    7/9/2005          West Wilson Utility District                    performance
 P000685   $    39,762.00    8/4/2003    8/4/2004           South Valley Sewer District                    performance
 P601230   $    20,550.00   3/13/2001    2/1/2005               City of Maple Grove                        performance
 P601250   $   133,795.00   4/11/2001    4/1/2005            Powhatan Enterprises Inc                      performance
 P601253   $     6,500.00   4/13/2001   4/11/2005                City of Brentwood                         performance
 P601272   $    72,000.00   4/30/2001   4/27/2005  Williamson Cnty Regional Planning Commission            performance
 P601275   $     6,000.00   4/30/2001   4/27/2005                City of Brentwood                         performance
 P601447   $   105,000.00   1/29/2002  12/14/2004     Board of Supervisors of Fairfax County               performance
 P601449   $   337,100.00   1/30/2002  12/14/2004     Board of Supervisors of Fairfax County               performance
 P601457   $   215,000.00   2/11/2002   1/31/2005     Board of Supervisors of Fairfax County               performance
 P601475   $ 1,500,000.00   3/20/2002   3/18/2005            Residential Funding Corp                      performance
 P601480   $    55,000.00   3/27/2002   3/27/2005                City of Rosemount                         performance
 P601500   $   161,800.00   4/18/2002   4/17/2005     Board of Supervisors of Fairfax County               performance
 P601558   $   146,150.00   6/14/2002   6/14/2005                City of Brentwood                         performance
 P601559   $    23,750.00   6/17/2002    6/3/2005       Metropolitan Dept of Water & Sewage                performance
 P601649   $   358,200.00  10/16/2002  10/11/2004     Board of Supervisors of Fairfax County               performance
 P000716   $    11,909.54   8/19/2003   8/19/2004               Orange County BOCC                         performance
 P000717   $     4,965.20   8/19/2003   8/19/2004               Orange County BOCC                         performance
 P001083   $   206,200.00    2/5/2004    2/4/2005                 Town of Smyrna                           performance
 P001084   $   228,000.00    2/5/2004    2/4/2005                 Town of Smyrna                           performance
 P001097   $   134,900.00   2/11/2004   2/11/2005                 Town of Smyrna                           performance
 P001300   $   101,600.00   5/25/2004   5/24/2005           County of Henrico, Virginia                    performance
 P001208   $    80,445.00   4/20/2004   4/20/2005                City of Mt Juliet                         performance
 P001209   $   343,092.00   4/20/2004   4/20/2005                City of Mt Juliet                         performance
 P001225   $   120,000.00   4/14/2004   4/16/2005               City of Spring Hill                        performance
</TABLE>

CENTEX EXHIBITS AND SCHEDULES          25



<PAGE>

                                                              [LETTER OF CREDIT]

<TABLE>
<CAPTION>
  BNP
  LC#                       ISSUED      EXPIRE               BENEFICIARY            ACTION  STANDBY LC TYPE
  ---                       ------      ------               -----------            ------  ---------------
<S>        <C>             <C>         <C>         <C>                              <C>     <C>
 S400150   $ 3,215,000.00   2/4/1994    2/8/2005     Travelers Indemnity Company               financial
91866446   $13,300,000.00  1/31/2003   1/31/2005   Zurich American Insurance Group             financial
</TABLE>

<TABLE>
<CAPTION>
Comerica
LC#                         ISSUED       EXPIRE               BENEFICIARY             ACTION  STANDBY LC TYPE
--------                    ------       ------               -----------             ------  ---------------
<S>        <C>             <C>         <C>         <C>                                <C>     <C>
  583342   $    68,860.00   5/23/2003    2/1/2005         City of Maple Grove                   performance
  583272   $ 1,488,000.00   5/21/2003    2/1/2005         City of Maple Grove                   performance
  583273   $    17,545.00   5/21/2003    2/1/2005         City of Maple Grove                   performance
  583343   $   366,000.00   5/23/2003    2/1/2005         City of Maple Grove                   performance
  583344   $    23,430.00   5/23/2003    2/1/2005         City of Maple Grove                   performance
  583345   $ 1,067,400.00   5/23/2003    2/1/2005         City of Maple Grove                   performance
  583341   $ 1,022,774.00   5/23/2003   5/14/2005    Washtenaw County Rd Commission             performance
  583402   $   725,000.00   5/28/2003   5/28/2005       Wellington Partners LLC                 performance
  584189   $   742,054.00   6/30/2003   6/27/2005    Washtenaw County Rd Commission             performance
  584301   $   100,000.00    7/7/2003    7/2/2005           City of Rosemont                    performance
  584302   $   196,460.00    7/7/2003    7/2/2005           City of Rosemont                    performance
  584752   $ 1,816,313.00   7/22/2003   7/23/2004           City of Woodbury                    performance
  584753   $    54,022.20   7/22/2003   7/23/2004           City of Woodbury                    performance
  584943   $ 2,307,000.00   7/30/2003   7/30/2004       Wal-Mart Stores East LP                 performance
  584536   $   753,918.00   7/14/2003   7/11/2005    Washtenaw County Rd Commission             performance
  585535   $    86,400.00    9/8/2003    9/8/2004      Charter Township of Canton               performance
  585541   $    62,000.00    9/2/2003    2/1/2005         City of Maple Grove                   performance
  585542   $    20,700.00    9/2/2003    2/1/2005         City of Maple Grove                   performance
  585864   $   241,400.00   9/12/2003   9/11/2005           City of Rosemont                    performance
  585865   $   136,950.00   9/12/2003   9/11/2005           City of Rosemont                    performance
  586011   $    60,000.00   9/22/2003   9/17/2004           Wayne County, MI                    performance
  586078   $   329,957.00   9/22/2003   9/19/2005  Washtenaw County Drain Commission            performance
  587497   $   886,553.60  11/19/2003  11/18/2004     City of Loveland (Colorado)               performance
  589030   $   125,000.00   1/23/2004   1/21/2005     Village of Lake in the Hills              performance
  589031   $   105,000.00   1/23/2004   1/21/2005     Village of Lake in the Hills              performance
</TABLE>

CENTEX EXHIBITS AND SCHEDULES          26



<PAGE>

                                                              [LETTER OF CREDIT]

<TABLE>
<CAPTION>
Comerica
LC#                         ISSUED       EXPIRE               BENEFICIARY                    ACTION  STANDBY LC TYPE
--------                    ------       ------               -----------                    ------  ---------------
<S>       <C>              <C>         <C>         <C>                                       <C>     <C>
  589113  $     57,744.17  1/29/2004   1/26/2005   Harris County Municipal Utility District            performance
  589114  $    495,581.68  1/29/2004   1/26/2005   Harris County Municipal Utility District            performance
  589115  $    124,789.92  1/29/2004   1/26/2005   Harris County Municipal Utility District            performance
  589734  $     78,729.00  2/24/2004   2/20/2005     Washtenaw County Drain Commissioners              performance
  590337  $    144,950.00  3/15/2004   3/12/2005         Charter Township of Superior                  performance
  590338  $     21,500.00  3/15/2004   3/12/2005        Washtenaw county Building Dept                 performance
  590645  $    313,161.60  3/25/2004   3/24/2005              Hartland Township                        performance
  591080  $  1,047,098.23  4/12/2004    4/7/2006                City of Oregon                         performance
  591090  $  1,054,000.00   4/9/2004    4/9/2005               City of Rosemont                        performance
  591091  $     99,000.00   4/9/2004    4/9/2005               City of Rosemont                        performance
  591092  $    121,000.00   4/9/2004    4/9/2005               City of Rosemont                        performance
  591093  $    351,395.00   4/9/2004    4/9/2005               City of Rosemont                        performance
  591094  $    227,150.00   4/9/2004    4/9/2005               City of Rosemont                        performance
  591146  $  3,517,300.00  4/13/2004    4/9/2005               City of Rosemont                        performance
  591726  $    746,800.00  4/30/2004   4/29/2005               City of Rosemont                        performance
  591727  $     49,500.00  4/30/2004   4/29/2005               City of Rosemont                        performance
  591728  $    127,050.00  4/30/2004   4/29/2005               City of Rosemont                        performance
  591955  $     70,000.00  5/10/2004    5/6/2005               Wayne County, MI                        performance
  593376  $    873,433.00  6/30/2004   6/30/2005              City of Chaska, MN                       performance
  593377  $  2,232,000.00  6/30/2004   6/29/2005             City of Buffalo, MN                       performance
  593576  $  1,786,000.00   7/8/2004    7/8/2005             City of Shakopee, MN                      performance
  593575  $    168,750.00   7/8/2004    7/8/2005               City if Hugo, MN                        performance
          ---------------
TOTAL     $194,905,054.79
          ---------------
</TABLE>

CENTEX EXHIBITS AND SCHEDULES          27


<PAGE>

                                                              [LETTER OF CREDIT]

                                  SCHEDULE 2.1

                  LENDERS AND COMMITMENTS; ADDRESSES FOR NOTICE

<TABLE>
<CAPTION>
                   NAME AND ADDRESS OF LENDERS                           COMMITMENT              PRO RATA PART
                   ---------------------------                           ----------              -------------
<S>                                                                      <C>                     <C>
Bank of America, N.A.                                                    $35,000,000             11.666666667%
Attn:  Charlene Wright-Jones
IL1-231-10-35
231 S. LaSalle Street
Chicago, IL 60604
Phone:  312.828.4160
Fax:  312.828.3950

[With a copy to:

Bank of America, N.A.
Attn: Agency Management
901 Main Street, 14th Floor
Dallas, TX  75202
Phone:  214.209.4109
Fax:  214-290-9448]

JPMorgan Chase Bank                                                      $25,000,000              8.333333333%
Attn:  David L. Howard
2200 Ross Avenue, Third Floor
Dallas, TX  75201
Phone:  214.965.4756
Fax:  214.965.2044

The Royal Bank of Scotland plc                                           $25,000,000              8.333333333%
Attn:  Dave Apps
101 Park Avenue
New York, NY  10178
Phone:  212.401.3745
Fax:  212.401.3456
</TABLE>

CENTEX EXHIBITS AND SCHEDULES          28
<PAGE>

                                                              [LETTER OF CREDIT]

<TABLE>
<CAPTION>
                   NAME AND ADDRESS OF LENDERS                           COMMITMENT              PRO RATA PART
                   ---------------------------                           ----------              -------------
<S>                                                                      <C>                     <C>
Citicorp North America, Inc.                                             $25,000,000              8.333333333%
Attn:  Michael Chlopak
390 Greenwich Street, 1st Floor
New York, NY  10013
Phone:  212.723.5899
Fax:  212.723.8547

BNP Paribas                                                              $25,000,000              8.333333333%
Attn:  Jeff Tebeaux
12201 Merit Drive, Suite 860
Dallas, TX  75251
Phone:  214.953.9737
Fax:  972.788.9140

Calyon New York Branch                                                   $25,000,000              8.333333333%
Attn:  Robert Smith
2200 Ross Avenue, Suite 4400 West
Dallas, TX  75201
Phone:  214.220.2311
Fax:  214.220.2323

Credit Suisse First Boston, acting through its Cayman Islands            $25,000,000              8.333333333%
Branch
Attn:  William O'Daly
Eleven Madison Avenue
New York, NY  10010
Phone:  212.325.1986
Fax:  212.743.2254

SunTrust Bank                                                            $25,000,000              8.333333333%
Attn:  W. John Wendler
8245 Boone Boulevard, Suite 820
Vienna, VA  22181
Phone:  703.902.9041
Fax:  703.902.9245
</TABLE>

CENTEX EXHIBITS AND SCHEDULES          29
<PAGE>

                                                              [LETTER OF CREDIT]

<TABLE>
<CAPTION>
                   NAME AND ADDRESS OF LENDERS                           COMMITMENT              PRO RATA PART
                   ---------------------------                           ----------              -------------
<S>                                                                      <C>                     <C>
The Bank of Tokyo-Mitsubishi, Ltd.                                       $15,000,000              5.000000000%
Attn:  Brenda Trader
2001 Ross Avenue, Suite 3150
Dallas, TX  75201
Phone:  214.954.1200 ext. 111
Fax:  214.954.1007

Washington Mutual Bank, FA                                               $15,000,000              5.000000000%
Attn:  Javier Barrera
180 Grand Avenue, Suite 800
Oakland, CA  94612
Phone:  510.267.6242
Fax:  510.836.2589

Lloyds TSB Bank plc                                                      $15,000,000              5.000000000%
Attn:  Windsor Davies
1251 Avenue of the Americas, 39th Floor
New York, NY  10020
Phone:  212.930.8909
Fax:  212.930.5098

Comerica Bank                                                            $12,500,000              4.166666667%
Attn:  Casey L. Ostrander
500 Woodward Avenue, 7th Floor
MC: 3256
Detroit, MI 48226
Phone:  313.222.5286
Fax:  313.222.9295

PNC Bank, National Association                                           $10,000,000              3.333333333%
Attn:  Douglas Paul
2 Tower Center, 18th Floor
East Brunswick, NJ  08816
Phone:  732.220.3566
Fax:  732.220.3744
</TABLE>

CENTEX EXHIBITS AND SCHEDULES          30
<PAGE>

                                                              [LETTER OF CREDIT]

<TABLE>
<CAPTION>
                   NAME AND ADDRESS OF LENDERS                           COMMITMENT              PRO RATA PART
                   ---------------------------                           ----------              -------------
<S>                                                                     <C>                      <C>
Banca di Roma - Chicago Branch                                          $  7,500,000              2.500000000%
Attn:  Joyce Montgomery
225 West Washington, Suite 1200
Chicago, IL  60606
Phone:  312.704.2648
Fax:  312.726.3058

UBS Loan Finance LLC                                                    $  5,000,000              1.666666667%
Attn:  Denise Conzo
677 Washington Boulevard
6-South
Stamford, CT  06901
Phone:  203.719.3853
Fax:  203.719.3888

The Northern Trust Company                                              $  5,000,000              1.666666667%
Attn:  Paul Theiss
50 South LaSalle Street
Chicago, IL  60675
Phone:  312.557.1791
Fax:  312.444.7028

US Bank National Association                                            $  5,000,000              1.666666667%
Attn:  David Higbee
One US Bank Plaza
SL-MO-T12M
St. Louis, MO  63101
Phone:  314.418.1967
Fax:  314.418.3859

                              Totals                                    $300,000,000                   100.00%
</TABLE>

CENTEX EXHIBITS AND SCHEDULES          31
<PAGE>

                                                              [LETTER OF CREDIT]

                                  SCHEDULE 7.3

                                  SUBSIDIARIES

<TABLE>
<CAPTION>
                                                                                                                  OWNERSHIP
SUBSIDIARY                                                                        STATE OF FORMATION             PERCENTAGE
----------                                                                        ------------------             ----------
<S>                                                                               <C>                            <C>
3333 DEVELOPMENT CORPORATION                                                           (Nevada)                        100%
3333 HOLDING CORPORATION                                                               (Nevada)                        100%
A. W. MORTGAGE, L.P.                                                                   (Texas)                       50.01%
AAA HOLDINGS, L.P.                                                                    (Delaware)                       100%
ABC HOMES LIMITED                                                                  (United Kingdom)                     50%
ACCORD LENDING, L.P.                                                                   (Texas)                       50.01%
ADFINET, INC.                                                                          (Nevada)                        100%
ADFITECH, INC.                                                                         (Nevada)                        100%
AMERICAN LANDMARK MORTGAGE, LTD.                                                      (Florida)                      50.01%
AMERICAN MODULAR FINANCIAL, L.P.                                                     (Washington)                    50.01%
ARMOR INSURANCE COMPANY                                                               (Vermont)                        100%
ASHLEY TURNER FINANCE, L.P.                                                            (Texas)                       50.01%
ASSURANCE FINANCIAL SERVICES, L.P.                                                   (Washington)                    50.01%
AT-HOME MORTGAGE ASSOCIATES, LTD.                                                     (Florida)                      50.01%
AUSTIN PARTNERS IN LENDING, L.P.                                                       (Texas)                       50.01%
BARRINGTON CARPET, LLC                                                                (Delaware)                       100%
BATESON DAILEY, A JOINT VENTURE                                                       (Michigan)                        65%
BENEFIT ASSET MANAGEMENT CORPORATION                                                 (California)                      100%
BUILDER'S HOME MORTGAGE, L.P.                                                        (Washington)                    50.01%
CDC2020 PLC                                                                              (UK)                        99.95%
CDMC HOLDING, INC.                                                                     (Nevada)                        100%
CENTEX ATLANTIC, LCL                                                                  (Delaware)                       100%
CENTEX BUILDING SERVICES, INC.                                                         (Nevada)                        100%
CENTEX COMMERCIAL DEVELOPMENT, L.P.                                                   (Delaware)                     99.95%
CENTEX COMMERCIAL DEVELOPMENT, LLC                                                    (Delaware)                     99.95%
CENTEX CONCORD                                                                       (Tennessee)                        50%
CENTEX CONCORD PROPERTY MANAGEMENT, L.L.C.                                           (Tennessee)                        50%
CENTEX CONSTRUCTION COMPANY, INC.                                                      (Nevada)                        100%
CENTEX CONSTRUCTION GROUP SERVICES, LLC                                               (Delaware)                       100%
CENTEX CONSTRUCTION GROUP, INC.                                                        (Nevada)                        100%
CENTEX DEVELOPMENT COMPANY UK-LIMITED                                                    (UK)                        99.95%
CENTEX DEVELOPMENT COMPANY, L.P.                                                      (Delaware)                     99.95%
CENTEX DEVELOPMENT FUNDING COMPANY UK LIMITED                                            (UK)                        99.95%
CENTEX DEVELOPMENT MANAGEMENT COMPANY                                                  (Nevada)                        100%
CENTEX ENGINEERING & CONSTRUCTION, INC.                                                (Nevada)                        100%
CENTEX EQUITY CORPORATION                                                              (Nevada)                        100%
</TABLE>

                                                                         Page 32

<PAGE>

                                                              [LETTER OF CREDIT]

<TABLE>
<CAPTION>
                                                                                                                  OWNERSHIP
SUBSIDIARY                                                                        STATE OF FORMATION             PERCENTAGE
----------                                                                        ------------------             ----------
<S>                                                                               <C>                            <C>
CENTEX FINANCIAL SERVICES, INC.                                                        (Nevada)                        100%
CENTEX GOLDEN CONSTRUCTION COMPANY                                                     (Nevada)                        100%
CENTEX HOME EQUITY COMPANY, LLC                                                       (Delaware)                       100%
CENTEX HOME SERVICES COMPANY                                                           (Nevada)                        100%
CENTEX HOMES                                                                           (Nevada)                      99.95%
CENTEX HOMES INTERNATIONAL LIMITED                                                 (United Kingdom)                    100%
CENTEX HOMES LIMITED                                                                     (UK)                        99.95%
CENTEX HOMES UK LIMITED                                                                  (UK)                        99.95%
CENTEX HOMES MARKETING, INC.                                                          (Georgia)                        100%
CENTEX HOMES OF CALIFORNIA II, LLC                                                    (Delaware)                     99.73%
CENTEX HOMES OF CALIFORNIA, LLC                                                       (Delaware)                     99.73%
CENTEX HOMES REALTY COMPANY                                                            (Nevada)                        100%
CENTEX HOMES REALTY, INC.                                                             (Michigan)                       100%
CENTEX HOMES, INC.                                                                     (Texas)                         100%
CENTEX HOMES, LLC                                                                     (Delaware)                     99.95%
CENTEX HOMETEAM LAWN CARE, LLC                                                        (Delaware)                       100%
CENTEX INDUSTRIAL CAMARILLO IV, LLC                                                   (Delaware)                     99.95%
CENTEX INTERNATIONAL, INC.                                                             (Nevada)                        100%
CENTEX INTERNATIONAL, LLC                                                             (Delaware)                     98.95%
CENTEX LAND HOLDINGS GENPAR, LLC                                                      (Delaware)                     99.95%
CENTEX LAND HOLDINGS, L.P.                                                            (Delaware)                     99.95%
CENTEX LAND INVESTMENTS II, LLC                                                       (Delaware)                     99.95%
CENTEX LAND VISTA RIDGE LEWISVILLE III GENPAR, LLC                                    (Delaware)                       100%
CENTEX LAND VISTA RIDGE LEWISVILLE III, L.P.                                          (Delaware)                       100%
CENTEX LANDIS LIMITED LIABILITY COMPANY NO.1                                         (Louisiana)                       100%
CENTEX LATIN AMERICA, INC.                                                             (Nevada)                        100%
CENTEX LEE, LLC                                                                       (Delaware)                        80%
CENTEX LOST CREEK RANCH, LLC                                                          (Delaware)                     99.95%
CENTEX MANAGEMENT SERVICES LIMITED                                                 (United Kingdom)                  98.95%
CENTEX MANUFACTURED HOUSING GROUP, LLC                                                (Delaware)                       100%
CENTEX MOSELEY, LLC                                                                   (Virginia)                        90%
CENTEX MULTI-FAMILY COMMUNITITES, L.P.                                                (Delaware)                     99.95%
CENTEX MULTI-FAMILY COMMUNITITES, LLC                                                 (Delaware)                     99.95%
CENTEX MULTI-FAMILY COMPANY                                                           (Delaware)                     99.95%
CENTEX MULTI-FAMILY INVESTMENTS, L.P.                                                 (Delaware)                     99.95%
CENTEX MULTI-FAMILY ST. PETE HOLDING CO., L.L.C.                                      (Delaware)                     99.95%
CENTEX MULTI-FAMILY ST. PETE II, L.L.C.                                               (Delaware)                     99.95%
CENTEX MULTI-FAMILY UPPER LANDING, LLC                                                (Delaware)                     99.95%
CENTEX OFFICE CITYMARK I GENERAL PARTNER, LLC                                         (Delaware)                     99.95%
CENTEX OFFICE CITYMARK I, L.P.                                                        (Delaware)                     99.95%
CENTEX OFFICE GENERAL PARTNER, LLC                                                    (Delaware)                     99.95%
</TABLE>

                                                                         Page 33

<PAGE>

                                                              [LETTER OF CREDIT]

<TABLE>
<CAPTION>
                                                                                                                  OWNERSHIP
SUBSIDIARY                                                                        STATE OF FORMATION             PERCENTAGE
----------                                                                        ------------------             ----------
<S>                                                                               <C>                            <C>
CENTEX OFFICE SOUTHPOINTE II, L.L.C.                                                  (Delaware)                     99.95%
CENTEX OFFICE VISTA RIDGE LEWISVILLE II, L.P.                                         (Delaware)                     99.95%
CENTEX REAL ESTATE CONSTRUCTION COMPANY                                                (Nevada)                        100%
CENTEX REAL ESTATE CORPORATION                                                         (Nevada)                        100%
CENTEX REALTY, INC.                                                                    (Florida)                       100%
CENTEX RODGERS, INC.                                                                   (Nevada)                        100%
CENTEX ROONEY CONSTRUCTION CO., INC./LANDIS COMPANY, INC. A JOINT VENTURE            (Louisiana)                        70%
CENTEX ROONEY CONSTRUCTION CO., INC./RATTLER CONSTRUCTION CONTRACTORS, INC.,
A JOINT VENTURE                                                                       (Florida)                         75%
CENTEX ROONEY CONSTRUCTION COMPANY/ACI, A JOINT VENTURE                               (Florida)                         50%
CENTEX ROONEY MARINE, INC.                                                            (Florida)                        100%
CENTEX ROONEY/BOND CLASSROOMS, LLC                                                    (Delaware)                        50%
CENTEX ROONEY/GRAY CONSTRUCTION, A JOINT VENTURE                                      (Florida)                         85%
CENTEX ROONEY/HLM CORRECTIONAL DESIGN BLDRS, LC                                       (Florida)                         70%
CENTEX ROONEY/LLT, A JOINT VENTURE                                                    (Florida)                         75%
CENTEX ROONEY/PGAL DESIGN BUILDERS, L.C.                                              (Florida)                         90%
CENTEX ROONEY/RS&H DESIGN BUILDERS, L.C.                                              (Florida)                         90%
CENTEX ROONEY/PEREZ & PEREZ DESIGN/BUILDERS, L.L.C.                                   (Delaware)                        90%
CENTEX ROONEY/SCHENKEL SHULTZ DESIGN/BUILDERS, L.C.                                   (Florida)                         50%
CENTEX SECURITY, INC.                                                                  (Nevada)                        100%
CENTEX SEISMIC SERVICES, INC.                                                          (Nevada)                         95%
CENTEX SERVICE COMPANY                                                                 (Nevada)                        100%
CENTEX SMITHGROUP, L.L.C.                                                             (Delaware)                       100%
CENTEX STRATEGIC LAND LIMITED                                                            (UK)                        99.95%
CENTEX TECHNOLOGY, INC.                                                                (Nevada)                        100%
CENTEX/THACKER, A JOINT VENTURE                                                       (Florida)                         80%
CENTEX TITLE & ANCILLARY SERVICES, INC.                                                (Nevada)                        100%
CENTEX UK LTD                                                                            (UK)                        99.95%
CENTEX/F&S, L.L.C.                                                                    (Delaware)                       100%
CENTEX/FPC, L.L.C.                                                                    (Delaware)                       100%
CENTEX/HKS II, L.L.C.                                                                 (Delaware)                       100%
CENTEX/HKS, CANYON, L.L.C.                                                            (Delaware)                       100%
CENTEX/HKS, L.L.C.                                                                    (Delaware)                       100%
CENTEX/MORRIS II, L.L.C.                                                              (Delaware)                       100%
CENTEX/MORRIS, L.L.C.                                                                 (Delaware)                       100%
CENTEX/OMNIPLAN II, L.L.C.                                                            (Delaware)                       100%
CENTEX/OMNIPLAN, L.L.C.                                                               (Delaware)                       100%
CENTEX/PEGASUS, A JOINT VENTURE                                                        (Texas)                          90%
</TABLE>

                                                                         Page 34

<PAGE>

                                                              [LETTER OF CREDIT]

<TABLE>
<CAPTION>
                                                                                                                  OWNERSHIP
SUBSIDIARY                                                                        STATE OF FORMATION             PERCENTAGE
----------                                                                        ------------------             ----------
<S>                                                                               <C>                            <C>
CENTEX/SCHENKEL SHULTZ, L.L.C.                                                        (Delaware)                       100%
CENTEX/WORTHGROUP, L.L.C.                                                             (Delaware)                       100%
CENTEX-3D/I, A JOINT VENTURE                                                           (Texas)                          90%
CENTEX-AIM CONSTRUCTION, L.L.C.                                                       (Michigan)                        80%
CENTEX-GILFORD, A JOINT VENTURE                                                       (Virginia)                     79.58%
CENTEX-GILFORD, A JOINT VENTURE II                                                    (Virginia)                        88%
CENTEX-ROONEY CONSTRUCTION CO. OF GEORGIA, LLC                                        (Delaware)                       100%
CENTEX-ROONEY CONSTRUCTION CO., INC.                                                  (Florida)                        100%
CENTEX-ROONEY CONSTRUCTION CO., INC./CONSTRUCT TWO CONSTRUCTION MGRS, INC., A
     JOINT VENTURE                                                                    (Florida)                         90%
CHEC ASSET RECEIVABLE CORPORATION                                                      (Nevada)                        100%
CHEC CONDUIT FUNDING, LLC                                                             (Delaware)                       100%
CHEC FUNDING, LLC                                                                     (Delaware)                       100%
CHEC INDUSTRIAL LOAN COMPANY                                                         (Tennessee)                       100%
CHEC INDUSTRIAL LOAN CORPORATION                                                     (Minnesota)                       100%
CHEC RESIDUAL, LLC                                                                    (Delaware)                       100%
CITY HOMEBUILDERS, INC.                                                                (Texas)                         100%
CKC FACILITIES GROUP, L.C.                                                            (Florida)                         60%
COMMERCE APPRAISAL SERVICES, LLC                                                      (Delaware)                       100%
COMMERCE LAND TITLE AGENCY, LLC                                                         (Ohio)                         100%
COMMERCE LAND TITLE, INC.                                                              (Nevada)                        100%
COMMERCE TITLE COMPANY                                                               (California)                      100%
COMMERCE TITLE COMPANY OF NEW MEXICO, LLC                                             (Delaware)                       100%
COMMERCE TITLE COMPANY, INC.                                                          (Alabama)                        100%
COMMERCE TITLE INSURANCE AGENCY, LLC                                                    (Utah)                         100%
COMMERCE TITLE INSURANCE COMPANY                                                     (California)                      100%
COMMERCE TITLE VENTURES, LLC                                                          (Delaware)                       100%
CORE MORTGAGE CONNECTION, L.P.                                                         (Texas)                       50.01%
CREC RISK HOLDING CORPORATION                                                          (Nevada)                        100%
CROSLAND ACCEPTANCE ASSOCIATES V                                                   (North Carolina)                    100%
CROSLAND BOND COMPANY                                                              (North Carolina)                    100%
CTX BUILDERS SUPPLY SERVICES, LLC                                                     (Delaware)                     99.95%
CTX HOLDING COMPANY                                                                    (Nevada)                        100%
CTX MORTGAGE COMPANY, LLC                                                             (Delaware)                       100%
CTX MORTGAGE FUNDING III, LLC                                                         (Delaware)                       100%
CTX MORTGAGE FUNDING, LLC                                                             (Delaware)                       100%
CTX MORTGAGE VENTURES CORPORATION                                                      (Nevada)                        100%
CTX MORTGAGE VENTURES, LLC                                                            (Delaware)                       100%
CTX SWAP I, LLC                                                                       (Delaware)                       100%
DARDEN FINANCIAL SERVICES, L.P.                                                        (Texas)                       50.01%
DESARROLLOS EN LATINOAMERICA SERVICIOS
</TABLE>

                                                                         Page 35

<PAGE>

                                                              [LETTER OF CREDIT]

<TABLE>
<CAPTION>
                                                                                                                  OWNERSHIP
SUBSIDIARY                                                                        STATE OF FORMATION             PERCENTAGE
----------                                                                        ------------------             ----------
<S>                                                                               <C>                            <C>
 ADMINSTRATIVOS S DE RL DE CV                                                          (Mexico)                        100%
DIAMOND LENDING GROUP, L.P.                                                            (Texas)                       50.01%
DUNDEE INSURANCE AGENCY, INC.                                                          (Texas)                         100%
ELIZABETH RIVER MORTGAGE, L.P.                                                         (Texas)                       50.01%
EMPRESAS INMOBILIARIAS DE MEXICO, S. DE R.L. DE C.V.                                   (Mexico)                        100%
EXPRESS FINANCIAL SERVICES, LIMITED PARTNERSHIP                                    (North Carolina)                  50.01%
FAIRCLOUGH HOMES GROUP LIMITED                                                           (UK)                        99.95%
FAIRCLOUGH HOMES LIMITED                                                                 (UK)                        99.95%
FAIRWAY FINANCIAL GROUP, L.P.                                                          (Texas)                       50.01%
FLORIDA LANDMARK MORTGAGE, L.P.                                                        (Texas)                       50.01%
FOUR OAKS MORTGAGE, L.P.                                                           (North Carolina)                  50.01%
FOX & JACOBS, INC.                                                                     (Texas)                         100%
GARDEN PLUS CO, INC.                                                                 (California)                      100%
GENBOND TWO, INC.                                                                  (North Carolina)                    100%
GHQ COMPANY, INC.                                                                      (Nevada)                        100%
GLG MORTGAGE, L.P.                                                                     (Texas)                       50.01%
GREAT LAKES DEVELOPMENT CO., INC.                                                      (Nevada)                     100.00%
HARWOOD INSURANCE SERVICES, LLC                                                      (California)                      100%
HARWOOD SERVICE COMPANY OF GEORGIA, LLC                                               (Georgia)                        100%
HARWOOD SERVICE COMPANY OF NEW JERSEY, LLC                                           (New Jersey)                      100%
HARWOOD SERVICE COMPANY, LLC                                                          (Delaware)                       100%
HARWOOD STREET FUNDING I, LLC                                                         (Delaware)                          *
HARWOOD STREET FUNDING II, LLC                                                        (Delaware)                       100%
HEARTLAND MORTGAGE, L.P.                                                             (California)                    50.01%
HOMEFRONTMORTGAGE, L.P.                                                              (Washington                     50.01%
HOMETEAM PEST DEFENSE, INC.                                                            (Nevada)                        100%
HOMETEAM PEST DEFENSE, LLC                                                            (Delaware)                       100%
INDEPENDENT GENERAL AGENCY, INC.                                                       (Texas)                         100%
JACK JENINGS & SONES/CENTEZ ROONEY, A JOINT VENTURE                                   (Florida)                         51%
JOHN CROSLAND COMPANY                                                              (North Carolina)                    100%
KIRCHMAN/CENTEX, A JOINT VENTURE                                                      (Florida)                         75%
LEWIS MORTGAGE COMPANY, L.P.                                                           (Texas)                       50.01%
LMX FINANCIAL SERVICES, LTD.                                                          (Florida)                      50.01%
LOWER MISSOURI RIVER, L.L.C.                                                          (Missouri)                     66.64%
MEADOW VISTA COMPANY, LLC                                                             (Delaware)                       100%
MELROSE PARK JOINT VENTURE                                                            (Florida)                      53.31%
METROPOLITAN TAX SERVICE, INC.                                                         (Nevada)                        100%
METROPOLITAN TITLE & GUARANTY COMPANY                                                 (Florida)                        100%
MH ACQUISITION COMPANY, LLC                                                           (Delaware)                       100%
MORTGAGE ACCEPTANCE ASSOCIATES NO. 2                                               (North Carolina)                    100%

</TABLE>
                                                                         Page 36

<PAGE>

                                                              [LETTER OF CREDIT]

<TABLE>
<CAPTION>
                                                                                                                  OWNERSHIP
SUBSIDIARY                                                                        STATE OF FORMATION             PERCENTAGE
----------                                                                        ------------------             ----------
<S>                                                                               <C>                            <C>
MORTGAGE COLLATERAL ASSOCIATES NO. 1                                               (North Carolina)                    100%
MORTGAGE COLLATERAL ASSOCIATES NO. 3                                               (North Carolina)                    100%
MORTGAGE PORTFOLIO SERVICES, INC.                                                     (Delaware)                       100%
MPS FUNDING CORPORATION                                                               (Delaware)                       100%
NAB ASSET COMPANY, LLC                                                                 (Texas)                         100%
NEW HOME MORTGAGE SPECIALISTS, L.P.                                                  (Washington)                    50.01%
NOMAS CORP.                                                                            (Nevada)                      99.73%
PDNB MORTGAGE COMPANY, L.P.                                                            (Texas)                       50.01%
PENNSTAR FINANCIAL, LLC                                                               (Delaware)                     50.01%
PINE RIDGE FINANCIAL, L.P.                                                           (Washington)                    50.01%
PRIME HOME MORTGAGE, L.P.                                                            (Washington)                    50.01%
ROBERG FINANCIAL, L.P.                                                                 (Texas)                       50.01%
SEABREEZE, LLC                                                                       (California)                     66.7%
SELECTIVE - DELAWARE, L.L.C.                                                          (Delaware)                     99.95%
ST LENDING, INC.                                                                      (Delaware)                     99.73%
SYCAMORE CREEK                                                                       (California)                    50.00%
TBG MORTGAGE, LTD.                                                                    (Florida)                      50.01%
T.W. LEWIS MORTGAGE COMPANY, L.P.                                                      (Texas)                       50.01%
THE JONES COMPANY BUILDING SERVICES, LLC                                               (Nevada)                      99.95%
THE JONES COMPANY HOMES REALTY, LLC                                                    (Nevada)                      99.95%
THE JONES COMPANY HOMES, LLC                                                           (Nevada)                      99.95%
TRIPLE A DELAWARE LIMITED, LLC                                                        (Delaware)                       100%
TRIPLE A GENERAL, LLC                                                                 (Delaware)                       100%
VENTURE TITLE AGENCY, LTD., LLLP                                                      (Florida)                      50.02%
VIEWTON PROPERTIES LIMITED                                                               (UK)                        99.95%
VISTA RIDGE BUSINESS PARK ASSOCIATION, INC.                                            (Texas)                       99.95%
WATERFORD AMERICAN MORTGAGE, LTD.                                                     (Florida)                      50.01%
WAYNE HOMES MID ATLANTIC, LLC                                                         (Delaware)                     99.95%
WAYNE HOMES, LLC                                                                      (Delaware)                     97.44%
WESTWOOD INSURANCE AGENCY                                                              (Nevada)                        100%
WESTWOOD INSURANCE AGENCY                                                            (California)                      100%
WESTWOOD INSURANCE AGENCY OF ARIZONA, INC.                                            (Arizona)                        100%
WINFIELD AFFILIATED MORTGAGE, L.P.                                                     (Texas)                       50.01%
</TABLE>

<TABLE>
<CAPTION>
                                                                                                                  OWNERSHIP
UNRESTRICTED SUBSIDIARY                                                           STATE OF FORMATION             PERCENTAGE
<S>                                                                               <C>                            <C>
3333 DEVELOPMENT CORPORATION                                                           (Nevada)                        100%
3333 HOLDING CORPORATION                                                               (Nevada)                        100%
A. W. MORTGAGE, L.P.                                                                   (Texas)                       50.01%
</TABLE>

                                                                         Page 37

<PAGE>

                                                              [LETTER OF CREDIT]

<TABLE>
<CAPTION>
                                                                                                                  OWNERSHIP
UNRESTRICTED SUBSIDIARY                                                           STATE OF FORMATION             PERCENTAGE
<S>                                                                               <C>                            <C>
ACCORD LENDING, L.P.                                                                   (Texas)                       50.01%
ADFINET, INC.                                                                          (Nevada)                        100%
ADFITECH, INC.                                                                         (Nevada)                        100%
AMERICAN LANDMARK MORTGAGE, LTD.                                                      (Florida)                      50.01%
AMERICAN MODULAR FINANCIAL, L.P.                                                     (Washington)                    50.01%
ASHLEY TURNER FINANCE, L.P.                                                            (Texas)                       50.01%
ASSURANCE FINANCIAL SERVICES, L.P.                                                   (Washington)                    50.01%
AT-HOME MORTGAGE ASSOCIATES, LTD.                                                     (Florida)                      50.01%
AUSTIN PARTNERS IN LENDING, L.P.                                                       (Texas)                       50.01%
BENEFIT ASSET MANAGEMENT CORPORATION                                                 (California)                      100%
BUILDER'S HOME MORTGAGE, L.P.                                                        (Washington)                    50.01%
CDC2020 PLC                                                                              (UK)                        99.95%
CDMC HOLDING, INC.                                                                     (Nevada)                        100%
CENTEX COMMERCIAL DEVELOPMENT, L.P.                                                   (Delaware)                     99.95%
CENTEX COMMERCIAL DEVELOPMENT, LLC                                                    (Delaware)                     99.95%
CENTEX DEVELOPMENT COMPANY UK-LIMITED                                                    (UK)                        99.95%
CENTEX DEVELOPMENT COMPANY, L.P.                                                      (Delaware)                     99.95%
CENTEX DEVELOPMENT FUNDING COMPANY UK LIMITED                                            (UK)                        99.95%
CENTEX EQUITY CORPORATION                                                              (Nevada)                        100%
CENTEX FINANCIAL SERVICES, INC.                                                        (Nevada)                        100%
CENTEX HOME EQUITY COMPANY, LLC                                                       (Delaware)                       100%
CENTEX HOMES LIMITED                                                                     (UK)                        99.95%
CENTEX HOMES UK LIMITED                                                                  (UK)                        99.95%
CENTEX INDUSTRIAL CAMARILLO IV, LLC                                                   (Delaware)                     99.95%
CENTEX LAND HOLDINGS GENPAR, LLC                                                      (Delaware)                     99.95%
CENTEX LAND HOLDINGS, L.P.                                                            (Delaware)                     99.95%
CENTEX LAND INVESTMENTS II, LLC                                                       (Delaware)                     99.95%
CENTEX LAND VISTA RIDGE LEWISVILLE III GENPAR, LLC                                    (Delaware)                       100%
CENTEX LAND VISTA RIDGE LEWISVILLE III, L.P.                                          (Delaware)                       100%
CENTEX MULTI-FAMILY COMMUNITITES, L.P.                                                (Delaware)                     99.95%
CENTEX MULTI-FAMILY COMMUNITITES, LLC                                                 (Delaware)                     99.95%
CENTEX MULTI-FAMILY COMPANY                                                           (Delaware)                     99.95%
CENTEX MULTI-FAMILY INVESTMENTS, L.P.                                                 (Delaware)                     99.95%
CENTEX MULTI-FAMILY ST. PETE HOLDING CO., L.L.C.                                      (Delaware)                     99.95%
CENTEX MULTI-FAMILY ST. PETE II, L.L.C.                                               (Delaware)                     99.95%
CENTEX MULTI-FAMILY UPPER LANDING, LLC                                                (Delaware)                     99.95%
CENTEX OFFICE CITYMARK I GENERAL PARTNER, LLC                                         (Delaware)                     99.95%
CENTEX OFFICE CITYMARK I, L.P.                                                        (Delaware)                     99.95%
CENTEX OFFICE GENERAL PARTNER, LLC                                                    (Delaware)                     99.95%
CENTEX OFFICE SOUTHPOINTE II, L.L.C.                                                  (Delaware)                     99.95%
CENTEX OFFICE VISTA RIDGE LEWISVILLE II, L.P.                                         (Delaware)                     99.95%
CENTEX STRATEGIC LAND LIMITED                                                            (UK)                        99.95%
</TABLE>

                                                                         Page 38

<PAGE>

                                                              [LETTER OF CREDIT]

<TABLE>
<CAPTION>
                                                                                                                  OWNERSHIP
UNRESTRICTED SUBSIDIARY                                                           STATE OF FORMATION             PERCENTAGE
<S>                                                                               <C>                            <C>
CENTEX TECHNOLOGY, INC.                                                                (Nevada)                        100%
CENTEX TITLE & ANCILLARY SERVICES, INC.                                                (Nevada)                        100%
CENTEX UK LTD                                                                            (UK)                        99.95%
CHEC ASSET RECEIVABLE CORPORATION                                                      (Nevada)                        100%
CHEC CONDUIT FUNDING, LLC                                                             (Delaware)                       100%
CHEC FUNDING, LLC                                                                     (Delaware)                       100%
CHEC INDUSTRIAL LOAN COMPANY                                                         (Tennessee)                       100%
CHEC INDUSTRIAL LOAN CORPORATION                                                     (Minnesota)                       100%
CHEC RESIDUAL, LLC                                                                    (Delaware)                       100%
COMMERCE APPRAISAL SERVICES, LLC                                                      (Delaware)                       100%
COMMERCE LAND TITLE AGENCY, LLC                                                         (Ohio)                         100%
COMMERCE LAND TITLE, INC.                                                              (Nevada)                        100%
COMMERCE TITLE COMPANY                                                               (California)                      100%
COMMERCE TITLE COMPANY OF NEW MEXICO, LLC                                             (Delaware)                       100%
COMMERCE TITLE COMPANY, INC.                                                          (Alabama)                        100%
COMMERCE TITLE INSURANCE AGENCY, LLC                                                    (Utah)                         100%
COMMERCE TITLE INSURANCE COMPANY                                                     (California)                      100%
COMMERCE TITLE VENTURES, LLC                                                          (Delaware)                       100%
CORE MORTGAGE CONNECTION, L.P.                                                         (Texas)                       50.01%
CROSLAND ACCEPTANCE ASSOCIATES V                                                   (North Carolina)                    100%
CROSLAND BOND COMPANY                                                              (North Carolina)                    100%
CTX MORTGAGE COMPANY, LLC                                                             (Delaware)                       100%
CTX MORTGAGE FUNDING III, LLC                                                         (Delaware)                       100%
CTX MORTGAGE FUNDING, LLC                                                             (Delaware)                       100%
CTX MORTGAGE VENTURES CORPORATION                                                      (Nevada)                        100%
CTX MORTGAGE VENTURES, LLC                                                            (Delaware)                       100%
CTX SWAP I, LLC                                                                       (Delaware)                       100%
DARDEN FINANCIAL SERVICES, L.P.                                                        (Texas)                       50.01%
DIAMOND LENDING GROUP, L.P.                                                            (Texas)                       50.01%
DUNDEE INSURANCE AGENCY, INC.                                                          (Texas)                         100%
ELIZABETH RIVER MORTGAGE, L.P.                                                         (Texas)                       50.01%
EXPRESS FINANCIAL SERVICES, LIMITED PARTNERSHIP                                    (North Carolina)                  50.01%
FAIRCLOUGH HOMES GROUP LIMITED                                                           (UK)                        99.95%
FAIRCLOUGH HOMES LIMITED                                                                 (UK)                        99.95%
FAIRWAY FINANCIAL GROUP, L.P.                                                          (Texas)                       50.01%
FLORIDA LANDMARK MORTGAGE, L.P.                                                        (Texas)                       50.01%
FOUR OAKS MORTGAGE, L.P.                                                           (North Carolina)                  50.01%
GENBOND TWO, INC.                                                                  (North Carolina)                    100%
GLG MORTGAGE, L.P.                                                                     (Texas)                       50.01%
GREAT LAKES DEVELOPMENT CO., INC.                                                      (Nevada)                     100.00%
HARWOOD INSURANCE SERVICES, LLC                                                      (California)                      100%
HARWOOD SERVICE COMPANY OF GEORGIA, LLC                                               (Georgia)                        100%
</TABLE>

                                                                         Page 39

<PAGE>

                                                              [LETTER OF CREDIT]

<TABLE>
<CAPTION>
                                                                                                                  OWNERSHIP
UNRESTRICTED SUBSIDIARY                                                           STATE OF FORMATION             PERCENTAGE
<S>                                                                               <C>                            <C>
HARWOOD SERVICE COMPANY OF NEW JERSEY, LLC                                           (New Jersey)                      100%
HARWOOD SERVICE COMPANY, LLC                                                          (Delaware)                       100%
HARWOOD STREET FUNDING I, LLC                                                         (Delaware)                          *
HARWOOD STREET FUNDING II, LLC                                                        (Delaware)                       100%
HEARTLAND MORTGAGE, L.P.                                                             (California)                    50.01%
HOMEFRONTMORTGAGE, L.P.                                                              (Washington                     50.01%
JOHN CROSLAND COMPANY                                                              (North Carolina)                    100%
LEWIS MORTGAGE COMPANY, L.P.                                                           (Texas)                       50.01%
LMX FINANCIAL SERVICES, LTD.                                                          (Florida)                      50.01%
METROPOLITAN TAX SERVICE, INC.                                                         (Nevada)                        100%
METROPOLITAN TITLE & GUARANTY COMPANY                                                 (Florida)                        100%
MH ACQUISITION COMPANY, LLC                                                           (Delaware)                       100%
MORTGAGE ACCEPTANCE ASSOCIATES NO. 2                                               (North Carolina)                    100%
MORTGAGE COLLATERAL ASSOCIATES NO. 1                                               (North Carolina)                    100%
MORTGAGE COLLATERAL ASSOCIATES NO. 3                                               (North Carolina)                    100%
MORTGAGE PORTFOLIO SERVICES, INC.                                                     (Delaware)                       100%
MPS FUNDING CORPORATION                                                               (Delaware)                       100%
NAB ASSET COMPANY, LLC                                                                 (Texas)                         100%
NEW HOME MORTGAGE SPECIALISTS, L.P.                                                  (Washington)                    50.01%
PDNB MORTGAGE COMPANY, L.P.                                                            (Texas)                       50.01%
PENNSTAR FINANCIAL, LLC                                                               (Delaware)                     50.01%
PINE RIDGE FINANCIAL, L.P.                                                           (Washington)                    50.01%
PRIME HOME MORTGAGE, L.P.                                                            (Washington)                    50.01%
ROBERG FINANCIAL, L.P.                                                                 (Texas)                       50.01%
TBG MORTGAGE, LTD.                                                                    (Florida)                      50.01%
T.W. LEWIS MORTGAGE COMPANY, L.P.                                                      (Texas)                       50.01%
VENTURE TITLE AGENCY, LTD., L.P.                                                      (Florida)                      50.02%
VIEWTON PROPERTIES LIMITED                                                               (UK)                        99.95%
VISTA RIDGE BUSINESS PARK ASSOCIATION, INC.                                            (Texas)                       99.95%
WATERFORD AMERICAN MORTGAGE, LTD.                                                     (Florida)                      50.01%
WINFIELD AFFILIATED MORTGAGE, L.P.                                                     (Texas)                       50.01%
WESTWOOD INSURANCE AGENCY                                                              (Nevada)                        100%
WESTWOOD INSURANCE AGENCY                                                            (California)                      100%
WESTWOOD INSURANCE AGENCY OF ARIZONA, INC.                                            (Arizona)                        100%
</TABLE>

*Owned 100% by holders of various series of Subordinated Certificates issued by
Harwood Street Funding I, LLC. These holders are not affiliated with Centex
Corporation.

                                                                         Page 40