exv10w2



 








Exhibit 10.2




Published CUSIP Number: 15231JAE7




FIRST AMENDMENT TO CREDIT AGREEMENT




Dated as of May 25, 2006




among




CENTEX CORPORATION,

Borrower




BANK OF AMERICA, N.A.,

Administrative Agent




and




THE LENDERS NAMED HEREIN,

Lenders




$2,025,000,000




JPMORGAN CHASE BANK, N.A.

and

THE ROYAL BANK OF SCOTLAND PLC,

Co-Syndication Agents




CITICORP NORTH AMERICA, INC.,

Documentation Agent




BNP PARIBAS,

CALYON NEW YORK BRANCH,

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,

and

BARCLAYS BANK PLC

Senior Managing Agents




SUNTRUST BANK,

WACHOVIA BANK, NATIONAL ASSOCIATION,

and

LLOYDS TSB BANK PLC,

Managing Agents




BANC OF AMERICA SECURITIES LLC,

Sole Lead Arranger and Sole Book Manager




 









 









FIRST AMENDMENT TO CREDIT AGREEMENT




     THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) is entered into as of May 25,
2006, by and among CENTEX CORPORATION, a Nevada corporation (“Borrower”), each Lender (defined
below) party hereto, and BANK OF AMERICA, N.A., as Administrative Agent.



R E C I T A L S




     A. Reference is hereby made to that certain Credit Agreement dated as of July 1, 2005,
executed by Borrower, the Lenders party thereto (“Existing Lenders”), and Administrative Agent (as
amended, the “Credit Agreement”).



     B. Capitalized terms used herein shall, unless otherwise indicated, have the respective
meanings set forth in the Credit Agreement.



     C. Borrower, Administrative Agent, and Lenders desire to (a) increase the amount of the Total
Commitment by (i) adding the new Lenders set forth on Schedule 2.1 hereto (“New Lenders;” Existing
Lenders and New Lenders are collectively called “Lenders”) as Lenders in accordance with Section
2.2 of the Credit Agreement, and (ii) having certain Existing Lenders increase their Commitment in
accordance with Section 2.2 of the Credit Agreement, and (b) otherwise modify certain provisions
contained in the Credit Agreement, in each case subject to the terms and conditions set forth
herein.



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



     1. Amendments to the Credit Agreement.



     (a) Recital A. is hereby deleted in its entirety and replaced with the following:




     A. Borrower has requested that Lenders extend credit to Borrower in the form of this
Agreement, providing for, among other things, a revolving credit facility in the aggregate
principal amount of up to $2,025,000,000 (subject to increases as further provided herein).



     (b) Section 1.1 is hereby amended to delete the definitions of “Applicable Lending Office,”
“Debt,” “Excluded Subsidiary,” “Fee Letter,” “Letter of Credit Sublimit,” “Performance Letter of
Credit,” and “Total Commitment” in their entirety and replace such definitions with the following:




     “Applicable Lending Office” means (a) as to Administrative Agent, Administrative
Agent’s address and, as appropriate, account as set forth on Schedule 2.2, or such other
address or account as Administrative Agent may from time to time notify to Borrower, each
L/C Issuer, and the Lenders, and (b) as to any Lender, the office or offices of such Lender
described as such in such Lender’s Administrative Questionnaire, or such other office or
offices as a Lender may from time to time notify Borrower and Administrative Agent.




     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); (j)
net obligations of such Person arising under Financial Hedges entered into by such Person as
determined in accordance with GAAP; and (k) to the extent not otherwise included in clauses
(a) through (j) preceding, such Person’s pro rata share of the “Debt” (i.e., the obligations
and liabilities under clauses (a) through (j) preceding) of any Homebuilding Joint Venture
(based on such Person’s ownership interest in such Homebuilding Joint Venture).




     Excluded Subsidiary means any Unrestricted Subsidiary that has a continuing default or
event of default under any Debt in excess of the Threshold Amount at any time.




     Fee Letter means that certain letter agreement dated April 3, 2006, among
Administrative Agent, Arranger, and Borrower, as amended.




     Letter of Credit Sublimit means an amount equal to $775,000,000, unless the Letter of
Credit Sublimit is increased pursuant to Section 2.5(k). The Letter of Credit Sublimit is
part of, and not in addition to, the Commitment.




     Performance Letter of Credit means any letter of credit issued: (a) on behalf of a
Person in favor of a Governmental Authority, including, without limitation, any utility,
water, or sewer authority, or other similar entity, for the purpose of assuring such
Governmental Authority that such Person or an Affiliate of such Person will properly and
timely complete work it has agreed to perform for the benefit of such Governmental
Authority; (b) in lieu of cash deposits to obtain a license, in place of a utility deposit,
or for land option contracts; (c) in lieu of other contract performance, to secure
performance warranties payable upon breach, and to secure the performance of labor and
materials, including, without limitation, construction, bid, and performance bonds; or (d)
to secure refund or advance payments on contractual obligations where default of a
performance-related contract has occurred; provided that, for purposes of Section 5.5, a
Letter of Credit issued hereunder shall not be deemed to be a Performance Letter of Credit
if the applicable L/C Issuer would not be permitted to characterize such Letter of Credit as
a “performance letter of credit” for regulatory or capital requirement purposes.




     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 $2,025,000,000 unless the Total
Commitment is increased pursuant to Section 2.2(b).



     (c) Section 1.1 is hereby amended to add the following definitions of “Administrative
Questionnaire,” “Homebuilding Joint Venture,” and “Threshold Amount” in the appropriate
alphabetical order:




     Administrative Questionnaire means an Administrative Questionnaire in a form supplied
by Administrative Agent.



 









 






     “Homebuilding Joint Venture” means any Person (a) that was formed for and is engaged in
the acquisition and development of real property for residential homebuilding purposes, as a
joint venture, partnership, or similar enterprise, involving a Restricted Company and one or
more third parties, (b) in which any Restricted Company holds an ownership interest, and (c)
that is not a Subsidiary of such Restricted Company.




     Threshold Amount means $30,000,000.



     (d) Section 2.2(b) is hereby deleted in its entirety and replaced with the following:




     (b) At any time after the Closing Date through the date that is one (1) year prior to
the Termination Date, 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 Joinder
Agreement in the form of Exhibit F;




     (D) each Increasing Lender executes and delivers to Administrative Agent an increase
certificate substantially in the form of Exhibit G;




     (E) 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 $2,750,000,000
less the amount of any previous reductions pursuant to Section 2.3;




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




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




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




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




     (J) the amount of all increases in the Total Commitment pursuant to this Section 2.2
shall not exceed $725,000,000 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 Borrowings
outstanding



 









 







after giving effect to an increase in the Total Commitment pursuant to this Section
2.2, upon notice from Administrative Agent to each Lender, the amount of such 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.



     (e) Section 2.5(j) is hereby deleted in its entirety and replaced with the following:




     (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, 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, indicating whether
any such Letter of Credit is a Performance Letter of Credit and showing the aggregate amount
(if any) payable by Borrower to such L/C Issuer during such month pursuant to Section 5.5.
Promptly after the receipt of such schedule from each L/C Issuer, Administrative Agent shall
provide to Lenders a summary of such schedules.



     (f) Section 5.5 is hereby deleted in its entirety and replaced with the following:




     5.5. Letter of Credit Fees. Borrower shall pay to Administrative Agent for the ratable
account of Lenders a Letter of Credit fee for each outstanding Letter of Credit equal to a
rate per annum equal to the product of (a) either (i) with respect to a Letter of Credit
that is not a Performance Letter of Credit, the Applicable Margin for Eurodollar Borrowings
minus 0.10%, or (ii) with respect to a Letter of Credit that is a Performance Letter of
Credit, (A) the product of the Applicable Margin for Eurodollar Borrowings times
seventy-five percent (75%), minus (B) 0.10%, times (b) 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 last day of each March, June, September, and December 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.



     (g) Section 7.7 is hereby deleted in its entirety and replaced with the following:




     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 the Threshold Amount (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 the Threshold Amount 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.



     (h) Section 7.10 is hereby deleted in its entirety and replaced with the following:




     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 the
Threshold Amount. 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.



     (i) Section 8.3(d) is hereby deleted in its entirety and replaced with the following:




     (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 the Threshold Amount, or any warrant of attachment,
sequestration, or similar proceeding against the assets of any Company having a value
(individually or collectively) of the Threshold Amount 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 the Threshold Amount; (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 the Threshold Amount or of the impending termination or reorganization of such
Multiemployer Plan.



     (j) Section 8.3(f) is hereby deleted in its entirety and replaced with the following:




     (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.



     (k) Section 8.12 is hereby deleted in its entirety and replaced with the following:




     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) $500,000,000. Each notice of
designation delivered pursuant to the preceding sentence shall be 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 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) $500,000,000, 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) $500,000,000. 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).



     (l) Section 9.1 is hereby deleted in its entirety and replaced with the following:




     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 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 the Threshold Amount.



     (m) Section 9.2(b)(ii) is hereby deleted in its entirety and replaced with the following:




     (ii) good-faith Liens (including 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 or deposits arise
in the ordinary course of business of the Restricted Companies;



     (n) Section 9.2(b)(xii) is hereby deleted in its entirety and replaced with the following:




     (xii) other Liens securing Debt or other obligations not to exceed in the aggregate for
all such Liens the sum of $200,000,000; and



     (o) Section 9.12(a) is hereby deleted in its entirety and replaced with the following:



 









 






     (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 sixty
percent (60%).



     (p) Section 10.4 is hereby deleted in its entirety and replaced with the following:




     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 the Threshold Amount (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 the Threshold Amount, in each case, which
is not stayed on appeal.



     (q) Section 10.5 is hereby deleted in its entirety and replaced with the following:




     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 assets with a fair market value in excess of the Threshold Amount,
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, the assets of any Restricted Company with a fair market value in
excess of the Threshold Amount.



     (r) Section 10.8 is hereby deleted in its entirety and replaced with the following:




     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 the Threshold Amount; 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 the Threshold Amount to
become due and payable by such Restricted Company (whether by acceleration or by its terms).



     (s) Section 10.9 is hereby deleted in its entirety and replaced with the following:




     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 the Threshold Amount; 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 the Threshold Amount; 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 the Threshold Amount; 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 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 the Threshold Amount; 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 the
Threshold Amount.



     (t) Section 13.3 is hereby deleted in its entirety and replaced with the following:



     13.3 Notices; Effectiveness; Electronic Communication.




     (a) Notices Generally. Except in the case of notices and other communications
expressly permitted to be given by telephone (and except as provided in subsection (b)
below), all notices and other communications provided for herein shall be in writing and
shall be delivered by hand or overnight courier service, mailed by certified or registered
mail or sent by telecopier as follows, and all notices and other communications expressly
permitted hereunder to be given by telephone shall be made to the applicable telephone
number, as follows:




     (i) if to Borrower, Administrative Agent, or Bank of America, N.A., as an L/C Issuer,
to the address, telecopier number, electronic mail address or telephone number specified for
such Person on Schedule 2.2; and




     (ii) if to any other L/C Issuer or Lender, to the address, telecopier number,
electronic mail address or telephone number specified in its Administrative Questionnaire.




     Notices sent by hand or overnight courier service, or mailed by certified or registered
mail, shall be deemed to have been given when received; notices sent by telecopier shall be
deemed to have been given when sent (except that, if not given during normal business hours
for



 









 







the recipient, shall be deemed to have been given at the opening of business on the
next business day for the recipient). Notices delivered through electronic communications
to the extent provided in subsection (b) below, shall be effective as provided in such
subsection (b).




     (b) Electronic Communications. Notices and other communications to the Lenders and L/C
Issuers hereunder may be delivered or furnished by electronic communication (including
e-mail and Internet or intranet websites) pursuant to procedures approved by Administrative
Agent, provided that the foregoing shall not apply to notices to any Lender or any L/C
Issuer pursuant to Section 2 if such Lender or L/C Issuer, as applicable, has notified
Administrative Agent that it is incapable of receiving notices under such Section by
electronic communication. Administrative Agent or Borrower may, in its discretion, agree to
accept notices and other communications to it hereunder by electronic communications
pursuant to procedures approved by it, provided that approval of such procedures may be
limited to particular notices or communications.




     Unless Administrative Agent otherwise prescribes, (i) notices and other communications
sent to an e-mail address shall be deemed received upon the sender’s receipt of an
acknowledgement from the intended recipient (such as by the “return receipt requested”
function, as available, return e-mail or other written acknowledgement), provided that if
such notice or other communication is not sent during the normal business hours of the
recipient, such notice or communication shall be deemed to have been sent at the opening of
business on the next business day for the recipient, and (ii) notices or communications
posted to an Internet or intranet website shall be deemed received upon the deemed receipt
by the intended recipient at its e-mail address as described in the foregoing clause (i) of
notification that such notice or communication is available and identifying the website
address therefor.




     (c) The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT
PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER
MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR
OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR
STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
NON-INFRINGEMENT OF THIRD-PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS
MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no
event shall Administrative Agent or any Agent Related Person (collectively, the “Agent
Parties”) have any liability to Borrower, any Lender, any L/C Issuer or any other Person for
losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or
otherwise) arising out of Borrower’s or Administrative Agent’s transmission of Borrower
Materials through the Internet, except to the extent that such losses, claims, damages,
liabilities or expenses are determined by a court of competent jurisdiction by a final and
nonappealable judgment to have resulted from the gross negligence or willful misconduct of
such Agent Party; provided, however, that in no event shall any Agent Party
have any liability to Borrower, any Lender, any L/C Issuer or any other Person for indirect,
special, incidental, consequential or punitive damages (as opposed to direct or actual
damages).




     (d) Change of Address, Etc. Each of Borrower, Administrative Agent, and any L/C Issuer
may change its address, telecopier or telephone number for notices and other communications
hereunder by notice to the other parties hereto. Each other Lender may change its address,
telecopier or telephone number for notices and other communications hereunder by notice to
Borrower, Administrative Agent, and each L/C Issuer. In addition, each Lender agrees



 









 







to notify Administrative Agent from time to time to ensure that Administrative Agent
has on record (i) an effective address, contact name, telephone number, telecopier number
and electronic mail address to which notices and other communications may be sent and (ii)
accurate wire instructions for such Lender.




     (e) Reliance by Administrative Agent, L/C Issuer and Lenders. Administrative Agent,
each L/C Issuer 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 terms
thereof, as understood by the recipient, varied from any confirmation thereof. Borrower
shall indemnify Administrative Agent, each L/C Issuer, each Lender and each Agent Related
Person of each of them 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 telephonic communications with Administrative Agent may be
recorded by Administrative Agent, and each of the parties hereto hereby consents to such
recording.



     (u) The Credit Agreement is hereby amended to add the following new Section 13.18:




     13.18 No Advisory or Fiduciary Responsibility. In connection with all aspects
of each transaction contemplated hereby, Borrower acknowledges and agrees that: (i)
the credit facility provided for hereunder and any related arranging or other
services in connection therewith (including in connection with any amendment, waiver
or other modification hereof or of any other Loan Document) are an arm’s-length
commercial transaction between Borrower and its Affiliates, on the one hand, and the
Administrative Agent and the Arranger, on the other hand, and Borrower is capable of
evaluating and understanding and understands and accepts the terms, risks and
conditions of the transactions contemplated hereby and by the other Loan Documents
(including any amendment, waiver or other modification hereof or thereof); (ii) in
connection with the process leading to such transaction, the Administrative Agent
and the Arranger each is and has been acting solely as a principal and is not the
financial advisor, agent or fiduciary, for Borrower or any of its Affiliates,
stockholders, creditors or employees or any other Person; (iii) neither the
Administrative Agent nor the Arranger has assumed or will assume an advisory, agency
or fiduciary responsibility in favor of Borrower with respect to any of the
transactions contemplated hereby or the process leading thereto, including with
respect to any amendment, waiver or other modification hereof or of any other Loan
Document (irrespective of whether the Administrative Agent or the Arranger has
advised or is currently advising Borrower or any of its Affiliates on other matters)
and neither the Administrative Agent nor the Arranger has any obligation to Borrower
or any of its Affiliates with respect to the transactions contemplated hereby except
those obligations expressly set forth herein and in the other Loan Documents; (iv)
the Administrative Agent and the Arranger and their respective Affiliates may be
engaged in a broad range of transactions that involve interests that differ from
those of Borrower and its Affiliates, and neither the Administrative Agent nor the
Arranger has any obligation to disclose any of such interests by virtue of any
advisory, agency or fiduciary relationship; and (v) the Administrative Agent and the
Arranger have not provided and will not provide any legal, accounting, regulatory or
tax advice with respect to any of the transactions contemplated hereby (including
any amendment, waiver or other modification hereof or of any other Loan Document)
and Borrower has consulted its own legal, accounting, regulatory and tax advisors to
the extent it has deemed appropriate. Borrower hereby waives and releases, to the
fullest extent permitted by law, any claims



 









 







that it may have against Administrative Agent and the Arranger with respect to
any breach or alleged breach of agency or fiduciary duty.



     (v) Schedule 2.1 is hereby deleted in its entirety and replaced with Schedule 2.1 attached
hereto.



     (w) Schedule 2.2 is hereby added in the form of Schedule 2.2 attached hereto.



     (x) Exhibit F is hereby added in the form of Exhibit F attached hereto.



     (y) Exhibit G is hereby added in the form of Exhibit G attached hereto.



     2. Lenders and Commitments.



     (a) The Lenders hereby agree that, as of the date hereof, each Lender’s Commitment is as set
forth on Schedule 2.1 attached hereto.



     (b) By their execution of this Amendment, each New Lender is hereby admitted as a Lender
pursuant to Section 2.2 of the Credit Agreement and each New Lender’s signature page to this
Amendment shall be deemed to be its signature page to the Credit Agreement.



     (c) By their execution of this Amendment, each Existing Lender that is an Increasing Lender
pursuant to Section 2.2 hereby acknowledges and agrees to the increase in its Commitment set forth
on Schedule 2.1 attached hereto.



     3. Amendments to Credit Agreement and Other Loan Documents.



     (a) All references in the Loan Documents to the Credit Agreement shall henceforth include
references to the Credit Agreement as modified and amended by this Agreement, and as may, from time
to time, be further modified, amended, restated, extended, renewed, and/or increased.



     (b) Any and all of the terms and provisions of the Loan Documents are hereby amended and
modified wherever necessary, even though not specifically addressed herein, so as to conform to the
amendments and modifications set forth herein.



     4. Ratifications. Borrower (a) ratifies and confirms all provisions of the Loan Documents as
amended by this Agreement, (b) ratifies and confirms that all guaranties and assurances, granted,
conveyed, or assigned to the Credit Parties under the Loan Documents are not released, reduced, or
otherwise adversely affected by this Agreement and continue to guarantee and assure full payment
and performance of the present and future Obligation, and (c) agrees to perform such acts and duly
authorize, execute, acknowledge, deliver, file, and record such additional documents and
certificates as Administrative Agent may reasonably request in order to create, preserve and
protect those guaranties and assurances.



     5. Representations. Borrower represents and warrants to Lenders that as of the date of this
Agreement: (a) this Agreement has been duly authorized, executed, and delivered by Borrower; (b) no
action of, or filing with, any Governmental Authority is required to authorize, or is otherwise
required in connection with, the execution, delivery, and performance of this Agreement other than
the reporting and filing of this Agreement pursuant to Legal Requirements regarding securities; (c)
the Loan Documents, as amended by this Agreement, are valid and binding upon Borrower and are
enforceable against Borrower in accordance with their respective terms, except as limited by Debtor
Relief Laws and general principles



 









 







of equity; (d) the execution, delivery, and performance of this Agreement does not require the
consent of any other Person and do not and will not constitute a violation of any Legal
Requirements, order of any Governmental Authority, or material agreements to which Borrower or any
of its Subsidiaries is a party or by which Borrower or any of its Subsidiaries is bound; (e) all
representations and warranties in the Loan Documents are true and correct in all material respects
on and as of the date of this Agreement, except to the extent that (i) any of them speak to a
different specific date, or (ii) the facts on which any of them were based have been changed by
transactions contemplated or permitted by the Credit Agreement; and (f) both before and after
giving effect to this Agreement, no Potential Default or Event of Default exists.



     6. Conditions. This Agreement shall not be effective unless and until:



     (a) this Agreement is executed by Borrower, Administrative Agent, and Required Lenders;
provided that the amendment to the definition of “Performance Letter of Credit” and the amendment
set forth in Section 1(f) above shall not be effective unless and until this Amendment is executed
by Borrower, Administrative Agent, and each Lender under the Credit Agreement;



     (b) the representations and warranties in this Agreement are true and correct in all material
respects on and as of the date of this Agreement, except to the extent that (i) any of them speak
to a different specific date, or (ii) the facts on which any of them were based have been changed
by transactions contemplated or permitted by the Credit Agreement; and



     (c) both before and after giving effect to this Agreement, no Default or Event of Default
exists;



     (d) Administrative Agent shall have received a Note payable to the order of each New Lender
that requests a Note, executed by Borrower in the amount of such New Lender’s respective Commitment
as set forth on Schedule 2.1 attached hereto;



     (e) Administrative Agent shall have received a replacement Note payable to each Increasing
Lender, executed by Borrower in the amount of such Increasing Lender’s respective Commitment as set
forth on Schedule 2.1 attached hereto;



     (f) Administrative Agent receives a certificate executed by Responsible Officer of Borrower
certifying (i) the name of each of its officers who are authorized to sign this Amendment and the
other documents executed in connection herewith, (ii) a true and correct copy of the Resolutions of
Borrower that authorize the execution, delivery, and performance of this Amendment and the other
documents executed in connection herewith, and (iii) that the articles or certificate of
incorporation, bylaws, and other Constituent Documents of Borrower have not been amended since July
1, 2005, and that the same are still in effect;



     (g) Administrative Agent receives an opinion of counsel of Borrower in form and substance
acceptable to Administrative Agent; and



     (h) Borrower shall have paid Administrative Agent all fees required to be paid by Borrower
under the Loan Documents (including the Fee Letter).



     7. Continued Effect. Except to the extent amended hereby or by any documents executed in
connection herewith, all terms, provisions, and conditions of the Credit Agreement and the other
Loan Documents, and all documents executed in connection therewith, shall continue in full force
and effect and shall remain enforceable and binding in accordance with their respective terms.



 









 





     8. Miscellaneous. Unless stated otherwise (a) the singular number includes the plural and
vice versa and words of any gender include each other gender, in each case, as appropriate, (b)
headings and captions may not be construed in interpreting provisions, (c) this Agreement shall be
construed — and its performance enforced — under Texas law, (d) if any part of this Agreement is
for any reason found to be unenforceable, all other portions of it nevertheless remain enforceable,
and (e) this Agreement may be executed in any number of counterparts with the same effect as if all
signatories had signed the same document, and all of those counterparts must be construed together
to constitute the same document.



     9. Parties. This Agreement binds and inures to each of the parties hereto and their
respective successors and permitted assigns.



     10. Entireties. The Credit Agreement and the other Loan Documents, as amended by this
Agreement, represent the final agreement between the parties about the subject matter of the Credit
Agreement and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral
agreements of the parties. There are no unwritten oral agreements between the parties.



[Remainder of Page Intentionally Left Blank; Signature Pages to Follow.]





 









 








     EXECUTED as of the first date written above.



	 	 	 	 	 	 	 	 	 
	 	 	CENTEX CORPORATION,	 	 
	 	 	as Borrower	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:
	 	/S/ Gail M. Peck	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Gail M. Peck	 	 
	 

	 	 	 	Title:
	 	VP & Treasurer	 	 






Signature Page to First Amendment to Credit Agreement Between

Centex Corporation,

Bank of America, N.A., as Administrative Agent,

and the Lenders Defined Therein









 









 








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

	 	By:
	 	/S/ Mark W. Lariviere	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Mark W. Lariviere	 	 
	 

	 	 	 	Title:
	 	Senior Vice President	 	 






Signature Page to First Amendment to Credit Agreement Between

Centex Corporation,

Bank of America, N.A., as Administrative Agent,

and the Lenders Defined Therein






 









 








	 	 	 	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A.,	 	 
	 	 	as an L/C Issuer and as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:
	 	/S/ Mark W. Lariviere	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Mark W. Lariviere	 	 
	 

	 	 	 	Title:
	 	Senior Vice President	 	 






Signature Page to First Amendment to Credit Agreement Between

Centex Corporation,

Bank of America, N.A., as Administrative Agent,

and the Lenders Defined Therein






 









 








	 	 	 	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A.	 	 
	 	 	as Co-Syndication Agent, as an L/C Issuer, and as a
	 	 	Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:
	 	/S/ David L. Howard	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	David L. Howard	 	 
	 

	 	 	 	Title:
	 	Vice President	 	 






Signature Page to First Amendment to Credit Agreement Between

Centex Corporation,

Bank of America, N.A., as Administrative Agent,

and the Lenders Defined Therein






 









 








	 	 	 	 	 	 	 	 	 
	 	 	THE ROYAL BANK OF SCOTLAND PLC,	 	 
	 	 	as Co-Syndication Agent and as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:
	 	/S/ David Apps	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	David Apps	 	 
	 

	 	 	 	Title:
	 	Managing Director	 	 






Signature Page to First Amendment to Credit Agreement Between

Centex Corporation,

Bank of America, N.A., as Administrative Agent,

and the Lenders Defined Therein








 








 








	 	 	 	 	 	 	 	 	 
	 	 	CITICORP NORTH AMERICA, INC.,	 	 
	 	 	as Co-Documentation Agent and as a Lender
	 
	 	 	 	 	 	 	 	 
	 

	 	By:
	 	/S/ Niraj R. Shah	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Niraj R. Shah	 	 
	 

	 	 	 	Title:
	 	Vice President	 	 






Signature Page to First Amendment to Credit Agreement Between

Centex Corporation,

Bank of America, N.A., as Administrative Agent,

and the Lenders Defined Therein





 









 








	 	 	 	 	 	 	 	 	 
	 	 	BNP PARIBAS,	 	 
	 	 	as a Senior Managing Agent, as an L/C Issuer, and as
	 	 	a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:
	 	/S/ Shayn March	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Shayn March	 	 
	 

	 	 	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:
	 	/S/ Angela B. Arnold	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Angela B. Arnold	 	 
	 

	 	 	 	Title:
	 	Director	 	 






Signature Page to First Amendment to Credit Agreement Between

Centex Corporation,

Bank of America, N.A., as Administrative Agent,

and the Lenders Defined Therein





 










 







	 	 	 	 	 
	 	CALYON NEW YORK BRANCH,

as a Senior Managing Agent and as a Lender

 	 
	 	By:  	/S/ Samuel L. Hill
 	 
	 	 	Name:  	Samuel L. Hill 	 
	 	 	Title:  	Managing Director 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                     /S/ David Cagle
 	 
	 	 	Name:  	David Cagle 	 
	 	 	Title:  	Managing Director 	 
	 



Signature Page to First Amendment to Credit Agreement Between

Centex Corporation,

Bank of America, N.A., as Administrative Agent,

and the Lenders Defined Therein




 









 








	 	 	 	 	 
	 	SUNTRUST BANK,

as a Managing Agent, as an L/C Issuer, and as a Lender

 	 
	 	By:  	/S/ W. John Wendler
 	 
	 	 	Name:  	W. John Wendler 	 
	 	 	Title:  	Senior Vice President 	 
	 



Signature Page to First Amendment to Credit Agreement Between

Centex Corporation,

Bank of America, N.A., as Administrative Agent,

and the Lenders Defined Therein




 









 








	 	 	 	 	 
	 	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,

as a Senior Managing Agent and as a Lender

 	 
	 	By:  	/S/ D. Barnell 
 	 
	 	 	Name:  	D. Barnell 	 
	 	 	Title:  	V.P. & Manager 	 
	 



Signature Page to First Amendment to Credit Agreement Between

Centex Corporation,

Bank of America, N.A., as Administrative Agent,

and the Lenders Defined Therein





 









 








	 	 	 	 	 
	 	LLOYDS TSB BANK PLC,

as a Managing Agent and as a Lender

 	 
	 	By:  	/S/ Candi Obrentz 
 	 
	 	 	Name:  	Candi Obrentz 	 
	 	 	Title:  	AVP-Financial Institutions 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                /S/ Matthew Tuck 
 	 
	 	 	Name:  	Matthew Tuck 	 
	 	 	Title:  	VP – Financial Institutions 	 
	 



Signature Page to First Amendment to Credit Agreement Between

Centex Corporation,

Bank of America, N.A., as Administrative Agent,

and the Lenders Defined Therein





 









 








	 	 	 	 	 
	 	WACHOVIA BANK, NATIONAL ASSOCIATION,

as Managing Agent and a Lender

 	 
	 	By:  	/S/ Timothy S. Blake
 	 
	 	 	Name:  	Timothy S. Blake 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to First Amendment to Credit Agreement Between

Centex Corporation,

Bank of America, N.A., as Administrative Agent,

and the Lenders Defined Therein





 









 








	 	 	 	 	 
	 	COMERICA BANK,

as an L/C Issuer and as a Lender

 	 
	 	By:  	/S/ Casey L. Ostrander
 	 
	 	 	Name:  	Casey L. Ostrander 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to First Amendment to Credit Agreement Between

Centex Corporation,

Bank of America, N.A., as Administrative Agent,

and the Lenders Defined Therein





 









 








	 	 	 	 	 
	 	WASHINGTON MUTUAL BANK, FA,

as a Lender

 	 
	 	By:  	/S/ Brad Johnson
 	 
	 	 	Name:  	Brad Johnson 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to First Amendment to Credit Agreement Between

Centex Corporation,

Bank of America, N.A., as Administrative Agent,

and the Lenders Defined Therein





 









 








	 	 	 	 	 
	 	BARCLAYS BANK PLC,

as Senior Managing Agent and a Lender

 	 
	 	By:  	/S/ David Barton 
 	 
	 	 	Name:  	David Barton 	 
	 	 	Title:  	Associate Director 	 
	 



Signature Page to First Amendment to Credit Agreement Between

Centex Corporation,

Bank of America, N.A., as Administrative Agent,

and the Lenders Defined Therein





 









 








	 	 	 	 	 
	 	PNC BANK, NATIONAL ASSOCIATION,

as a Lender

 	 
	 	By:  	/S/ Douglas G. Paul 
 	 
	 	 	Name:  	Douglas G. Paul 	 
	 	 	Title:  	Senior Vice President 	 
	 



Signature Page to First Amendment to Credit Agreement Between

Centex Corporation,

Bank of America, N.A., as Administrative Agent,

and the Lenders Defined Therein





 









 








	 	 	 	 	 
	 	UBS LOAN FINANCE LLC,

as a Lender

 	 
	 	By:  	/S/ Richard L. Tavrow 
 	 
	 	 	Name:  	Richard L. Tavrow 	 
	 	 	Title:  	Director Banking Products Services, US 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	            /S/ Iris R. Otsa 
 	 
	 	 	Name:  	Iris R. Otsa 	 
	 	 	Title:  	Associate Director Banking Products 
Services, US 	 
	 



Signature Page to First Amendment to Credit Agreement Between

Centex Corporation,

Bank of America, N.A., as Administrative Agent,

and the Lenders Defined Therein





 









 








	 	 	 	 	 
	 	CITY NATIONAL BANK, a national banking association,

as a Lender

 
	 	By:  	/S/ Xavier Barrera 
 	 
	 	 	Name:  	Xavier Barrera 	 
	 	 	Title:  	VP 	 
	 



Signature Page to First Amendment to Credit Agreement Between

Centex Corporation,

Bank of America, N.A., as Administrative Agent,

and the Lenders Defined Therein





 









 








	 	 	 	 	 
	 	THE NORTHERN TRUST COMPANY,

as a Lender

 	 
	 	By:  	/S/ Paul H. Theiss 
 	 
	 	 	Name:  	Paul H. Theiss 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to First Amendment to Credit Agreement Between

Centex Corporation,

Bank of America, N.A., as Administrative Agent,

and the Lenders Defined Therein





 









 








	 	 	 	 	 
	 	US BANK NATIONAL ASSOCIATION,

as a Lender

 	 
	 	By:  	/S/ Christopher W. Rupp 
 	 
	 	 	Name:  	Christopher W. Rupp 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to First Amendment to Credit Agreement Between

Centex Corporation,

Bank of America, N.A., as Administrative Agent,

and the Lenders Defined Therein





 









 








	 	 	 	 	 
	 	BANCA DI ROMA – NEW YORK BRANCH,

as a Lender

 	 
	 	By:  	/S/ Guido Lanzoni 
 	 
	 	 	Name:  	Guido Lanzoni 	 
	 	 	Title:  	Assistant Treasurer 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	               /S/ Luea Balestra 
 	 
	 	 	Name:  	Luea Balestra 	 
	 	 	Title:  	Executive Vice President 	 
	 



Signature Page to First Amendment to Credit Agreement Between

Centex Corporation,

Bank of America, N.A., as Administrative Agent,

and the Lenders Defined Therein





 









 








	 	 	 	 	 
	 	COMPASS BANK,

as a Lender

 	 
	 	By:  	/S/ Key Coker 
 	 
	 	 	Name:  	Key Coker 	 
	 	 	Title:  	Executive Vice President 	 
	 



Signature Page to First Amendment to Credit Agreement Between

Centex Corporation,

Bank of America, N.A., as Administrative Agent,

and the Lenders Defined Therein





 









 








	 	 	 	 	 
	 	MERRILL LYNCH BANK USA,

as a Lender

 	 
	 	By:  	/S/ Louis Alder 
 	 
	 	 	Name:  	Louis Alder 	 
	 	 	Title:  	Director 	 
	 



Signature Page to First Amendment to Credit Agreement Between

Centex Corporation,

Bank of America, N.A., as Administrative Agent,

and the Lenders Defined Therein





 









 








	 	 	 	 	 
	 	NATEXIS BANQUES POPULAIRES, as a Lender

 	 
	 	By:  	/S/ Marie-Edith Dugeny 
 	 
	 	 	Name:  	Marie-Edith Dugeny 	 
	 	 	Title:  	VP Real Estate Assis. Manager 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	               /S/ Guillaume de Parscau 
 	 
	 	 	Name:  	Guillaume de Parscau 	 
	 	 	Title:  	First VP Business Development 	 
	 



Signature Page to First Amendment to Credit Agreement Between

Centex Corporation,

Bank of America, N.A., as Administrative Agent,

and the Lenders Defined Therein





 









 








	 	 	 	 	 
	 	FIRST HAWAIIN BANK,

as a Lender

 	 
	 	By:  	/S/ Stephen M. Franklin 
 	 
	 	 	Name:  	Stephen M. Franklin 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to First Amendment to Credit Agreement Between

Centex Corporation,

Bank of America, N.A., as Administrative Agent,

and the Lenders Defined Therein





 









 








	 	 	 	 	 
	 	FIFTH THIRD BANK,

as a Lender

 	 
	 	By:  	/S/ Christopher C. Motley 
 	 
	 	 	Name:  	Christopher C. Motley 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to First Amendment to Credit Agreement Between

Centex Corporation,

Bank of America, N.A., as Administrative Agent,

and the Lenders Defined Therein





 









 








	 	 	 	 	 
	 	SOCIETE GENERALE,

as a Lender

 	 
	 	By:  	/S/ Kimberly Metzger 
 	 
	 	 	Name:  	Kimberly Metzger 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to First Amendment to Credit Agreement Between

Centex Corporation,

Bank of America, N.A., as Administrative Agent,

and the Lenders Defined Therein





 









 








SCHEDULE 2.1




COMMITMENTS

AND APPLICABLE PERCENTAGES




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Applicable
	Lender	 	Commitment	 	Percentage
	A. Existing Lenders:
	 	 	 	 	 	 	 	 
	Bank of America, N.A.
	 	$	195,000,000	 	 	 	9.629629630	%
	JPMorgan Chase Bank, N.A.
	 	$	185,000,000	 	 	 	9.135802469	%
	Royal Bank of Scotland plc
	 	$	185,000,000	 	 	 	9.135802469	%
	Citicorp North America, Inc.
	 	$	185,000,000	 	 	 	9.135802469	%
	BNP Paribas
	 	$	107,500,000	 	 	 	5.308641975	%
	Calyon New York Branch
	 	$	122,500,000	 	 	 	6.049382716	%
	The Bank of Tokyo-Mitsubishi, Ltd.
	 	$	122,500,000	 	 	 	6.049382716	%
	Barclays Bank plc
	 	$	122,500,000	 	 	 	6.049382716	%
	Suntrust Bank
	 	$	90,000,000	 	 	 	4.444444444	%
	Lloyds TSB Bank, plc
	 	$	90,000,000	 	 	 	4.444444444	%
	Wachovia Bank, National Association
	 	$	90,000,000	 	 	 	4.444444444	%
	Comerica Bank
	 	$	75,000,000	 	 	 	3.703703704	%
	Washington Mutual Bank, FA
	 	$	60,000,000	 	 	 	2.962962963	%
	PNC Bank, National Association
	 	$	50,000,000	 	 	 	2.469135802	%
	UBS Loan Finance LLC
	 	$	50,000,000	 	 	 	2.469135802	%
	Merrill Lynch Bank USA
	 	$	50,000,000	 	 	 	2.469135802	%
	City National Bank
	 	$	30,000,000	 	 	 	1.481481481	%
	The Northern Trust Company
	 	$	30,000,000	 	 	 	1.481481481	%
	US Bank National Association
	 	$	30,000,000	 	 	 	1.481481481	%
	Banca di Roma – New York Branch
	 	$	25,000,000	 	 	 	1.234567901	%
	Compass Bank
	 	$	30,000,000	 	 	 	1.481481481	%








 









 










	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Applicable
	Lender	 	Commitment	 	Percentage
	B. New Lenders:
	 	 	 	 	 	 	 	 
	Fifth Third Bank
	 	$	25,000,000	 	 	 	1.234567901	%
	Natexis Banques Populaires
	 	$	35,000,000	 	 	 	1.728395062	%
	Societe Generale
	 	$	25,000,000	 	 	 	1.234567901	%
	First Hawaiian Bank
	 	$	15,000,000	 	 	 	0.740740741	%
	Total
	 	$	2,025,000,000	 	 	 	100.000000000	%








 









 








SCHEDULE 2.2




ADMINISTRATIVE AGENT’S OFFICE;

CERTAIN ADDRESSES FOR NOTICES




BORROWER:




Centex Corporation

2728 North Harwood, 9th Floor

Dallas, Texas 75201

Attention: Ms. Gail M. Peck

Telephone: (214) 981-6473

Telecopier: (214) 981-6858

Electronic Mail: gpeck@centex.com

Website Address: www.centex.com

U.S. Taxpayer Identification Number: 75-0778259




ADMINISTRATIVE AGENT:




Administrative Agent’s Office

(for payments and Requests for Credit Extensions):

Bank of America, N.A.

901 Main Street

Mail Code: TX1-492-14-05

Dallas, Texas 75202-3714

Attention: Taelitha Harris

Telephone: (214) 209-3645

Telecopier: (214) 290-9644

Electronic Mail: Taelitha.m.harris@bankofamerica.com

Account No.: 1292000883

Account Name: Corporate Credit Services

Ref: Centex Corporation

ABA# 026009593




Other Notices as Administrative Agent:

Bank of America, N.A.

Agency Management

101 North Tryon Street, 15th Floor

Mail Code: NC1-001-15-14

Charlotte, North Carolina 28255

Attention: Kimberly Crane

Telephone: (704) 387-5451

Telecopier: (704) 409-0901

Electronic Mail: kimberly.crane@bankofamerica.com






 









 








BANK OF AMERICA, AS L/C ISSUER:




Bank of America, N.A.

Trade Operations-Los Angeles #22621

1000 West Temple Street

Mail Code: CA9-705-07-05

Los Angeles, California 90012-1514

Attention: Hermann J. Schutterle

Telephone: (213) 481-7826

Facsimile: (213) 580-8441

Electronic Mail: hermann.schutterle@bankofamerica.com






 









 








EXHIBIT F




JOINDER AGREEMENT





			
	Re:	 	Credit Agreement dated July 1, 2005 (as amended from time to time, the “Credit Agreement”),
by and among CENTEX CORPORATION, a Nevada corporation (“Borrower”), each Lender from time to
time party thereto, and BANK OF AMERICA, N.A., as Administrative Agent (“Administrative
Agent”). Capitalized terms used and not defined herein shall have the meaning ascribed to
such terms in the Credit Agreement.





Pursuant to Section 2.2 of the Credit Agreement, the undersigned hereby (a) agrees to become a
“Lender” under the Credit Agreement; and (b) joins in, becomes a party to, and agrees to comply
with and be bound by the terms and conditions of the Credit Agreement, to the same extent as if the
undersigned were an original signatory thereto.



The undersigned (a) represents and warrants that (i) it has full power and authority, and has taken
all action necessary, to execute and deliver this Joinder Agreement and to consummate the
transactions contemplated hereby and to become a Subsequent Lender under the Credit Agreement, (ii)
it meets all requirements of a Lender under the Credit Agreement (subject to receipt of such
consents as may be required under the Credit Agreement), (iii) 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 Joinder Agreement on
the basis of which it has made such analysis and decision independently and without reliance on
Administrative Agent or any other Lender, and (iv) if it is a foreign Lender, attached hereto is
any documentation required to be delivered by it pursuant to the terms of the Credit Agreement,
duly completed and executed by the undersigned; and (b) agrees that it will (i) independently and
without reliance on Administrative Agent 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) 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.



This Joinder Agreement shall be binding upon, and inure to the benefit of, the parties hereto and
their respective successors and assigns. This Joinder Agreement 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 Joinder Agreement by telecopy shall be effective as delivery of a
manually executed counterpart of this Joinder Agreement. This Joinder Agreement shall be governed
by, and construed in accordance with, the laws of the State of Texas.





 









 









IN WITNESS WHEREOF, the undersigned has executed this Joinder Agreement as of the ___day of
___, 20___.



LENDER:




___________________, a ______________




	 	 	 	 	 	 	 
	By:	 	 	 	 
	 	 	 	 	 
	 

	 	Name:
	 	 
 

	 	 
	 

	 	Title:
	 	 
 

	 	 








 









 








EXHIBIT G




INCREASE CERTIFICATE





			
	Re:	 	Credit Agreement dated July 1, 2005 (as amended from time to time, the “Credit Agreement”),
by and among CENTEX CORPORATION, a Nevada corporation (“Borrower”), each Lender from time to
time party thereto, and BANK OF AMERICA, N.A., as Administrative Agent. Capitalized terms
used and not defined herein shall have the meaning ascribed to such terms in the Credit
Agreement.





Pursuant to Section 2.2 of the Credit Agreement, the undersigned hereby agrees and consents to an
increase in its Commitment. After giving effect to such increase, the Commitment of the
undersigned will equal $_________.



IN
WITNESS WHEREOF, the undersigned has executed this consent as of the ___ day of
___, 20___.



LENDER:




___________________, a ______________




	 	 	 	 	 	 	 
	By:	 	 	 	 
	 	 	 	 	 
	 

	 	Name:
	 	 
 

	 	 
	 

	 	Title: