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EXHIBIT 10.3

SECOND AMENDMENT TO CREDIT AGREEMENT




     THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of July ___, 2007, 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, 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 modify certain provisions contained
in the Credit Agreement, 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) The definition of Applicable Margin in Section 1.1 is hereby amended to add the following
at the end thereof:



     Notwithstanding the foregoing:




     (a) If the Interest Coverage Ratio is less than 2.0 to 1.0, but not less than
1.50 to 1.0, then the Applicable Margin for Eurodollar Borrowings (including for
purposes of calculating the Letter of Credit fees payable pursuant to Section 5.5)
shall be increased by 0.125% for the period of time commencing on the first (1st)
Business Day immediately following the date that Administrative Agent receives a
Compliance Certificate pursuant to Section 8.3(a) or (b), as applicable, reflecting
that the Interest Coverage Ratio was less than 2.0 to 1.0, but not less than 1.50 to
1.0, as of the last day of the applicable fiscal quarter and ending on the first
(1st) Business Day immediately following the date that Administrative Agent receives
a Compliance Certificate pursuant to Section 8.3(a) or (b), as applicable,
reflecting that the Interest Coverage Ratio was (i) at least 2.0 to 1.0 as of the
last day of the applicable fiscal quarter or (ii) less than 1.50 to 1.0 (in which
case clause (b) or (c) below shall apply) as of the last day of the applicable
fiscal quarter;




     (b) If the Interest Coverage Ratio is less than 1.50 to 1.0, but not less than
1.0 to 1.0, then the Applicable Margin for Eurodollar Borrowings (including for
purposes of calculating the Letter of Credit fees payable pursuant to Section 5.5)
shall be increased by 0.25% for the period of time commencing on the first (1st)
Business Day immediately following the date that Administrative Agent receives a
Compliance Certificate pursuant to Section 8.3(a) or (b), as applicable, reflecting
that the Interest Coverage Ratio was less than 1.50 to 1.0, but not less than 1.0 to
1.0, as of the last day of the applicable fiscal quarter and ending on the first
(1st) Business Day immediately following the date that



Second Amendment to Centex Credit Agreement




 









 






Administrative Agent receives a Compliance Certificate pursuant to Section 8.3(a) or
(b), as applicable, reflecting that the Interest Coverage Ratio was (i) at least 2.0
to 1.0 as of the last day of the applicable fiscal quarter, (ii) less than 2.0 to
1.0, but not less than 1.50 to 1.0 (in which case clause (a) above shall apply) as
of the last day of the applicable fiscal quarter, or (iii) less than 1.0 to 1.0 (in
which case clause (c) below shall apply) as of the last day of the applicable fiscal
quarter; and




     (c) If the Interest Coverage Ratio is less than 1.0 to 1.0, then the Applicable
Margin for Eurodollar Borrowings (including for purposes of calculating the Letter
of Credit fees payable pursuant to Section 5.5) shall be increased by 0.375% for the
period of time commencing on the first (1st) Business Day immediately following the
date that Administrative Agent receives a Compliance Certificate pursuant to Section
8.3(a) or (b), as applicable, reflecting that the Interest Coverage Ratio was less
than 1.0 to 1.0, as of the last day of the applicable fiscal quarter and ending on
the first (1st) Business Day immediately following the date that Administrative
Agent receives a Compliance Certificate pursuant to Section 8.3(a) or (b), as
applicable, reflecting that the Interest Coverage Ratio was (i) at least 2.0 to 1.0
as of the last day of the applicable fiscal quarter, (ii) less than 2.0 to 1.0, but
not less than 1.50 to 1.0 (in which case clause (a) above shall apply) as of the
last day of the applicable fiscal quarter, or (iii) less than 1.50 to 1.0, but not
less than 1.0 to 1.0 (in which case clause (b) above shall apply) as of the last day
of the applicable fiscal quarter;




provided that the additional amounts payable pursuant to clauses (a), (b), and (c)
above for any period shall be reduced (but not below zero) by the amount of
utilization fees payable pursuant to Section 5.4 for such period.




Notwithstanding anything to the contrary contained in this definition, the
determination of the Applicable Margin for any period shall be subject to the
provisions of Section 3.7(c).



     (b) The definitions of “EBITDA” and “Interest Expense” in Section 1.1 are hereby
deleted in
its entirety and replaced with the following:




     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, plus (b) to the extent not otherwise
included in consolidated net income, cash distributions from Homebuilding Joint Ventures
received by such Person during such period, minus (c) the sum of (i) income tax credits,
(ii) gains from extraordinary items for such period, and (iii) 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 (d) 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 (e)(v) below, plus (e) 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 non-cash deduction to consolidated net income as the result
of any stock-based compensation expense, (v) the amount of any item of extraordinary loss
not paid in cash in such period, (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



Second Amendment to Centex Credit Agreement




2









 






conjunction with the disposition of fixed assets, and all securities (other than
securities sold in the ordinary course of business)), and (vii) non-cash charges related to
write offs of goodwill, impairment charges, and write-downs of land-related assets, 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.




     Interest Expense means, for any period of calculation thereof, for any Person, the
aggregate amount of all interest (including facility and utilization fees but excluding
premiums arising as a result of prepayment or extinguishment of Debt) on all Debt of such
Person (other than Debt of Homebuilding Joint Ventures), 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.



     (c) Section 1.1 of the Credit Agreement is hereby amended to add the following new definitions
thereto:




     Second Amendment means that certain Second Amendment of Credit Agreement dated
as of July ___, 2007, by and among Borrower, Administrative Agent, and each
Lender party thereto.




     Second
Amendment Effective Date means July ___, 2007, the effective
date of the Second Amendment.




     Maximum Leverage Ratio means, as of the Second Amendment Effective Date, 60%,
as such percentage may thereafter be adjusted from time to time as provided in
Section 9.12(a).




     Minimum Interest Coverage Test means, as of the last day of any fiscal quarter
of Borrower, an Interest Coverage Ratio of at least 2.0 to 1.0.



     (d) Section 3.7 is hereby amended to add the following as Section 3.7(c):




     (c) If, as a result of any restatement of or other adjustment to the financial
statements of Borrower or for any other reason, either Borrower or Administrative
Agent determines that (i) the Interest Coverage Ratio as calculated by Borrower as
of any applicable date was inaccurate and (ii) a proper calculation of the Interest
Coverage Ratio would have resulted in higher pricing for such period, Borrower shall
immediately and retroactively be obligated to pay to Administrative Agent, for the
account of the applicable Lenders, promptly on demand by Administrative Agent (or,
after the occurrence of an actual or deemed entry of an order for relief with
respect to Borrower under the Bankruptcy Code of the United States, automatically
and without further action by Administrative Agent, any Lender, or any L/C Issuer),
an amount equal to the excess of the amount of interest and fees that should have
been paid for such period over the amount of interest and fees actually paid for
such period. This paragraph shall not limit the rights of Administrative Agent, any
Lender, or any L/C Issuer, as the case may be, under Sections 3.5,
5, or 9. Borrower’s obligations under this paragraph shall survive the
termination of the Total Commitment and the repayment of the Obligation hereunder.



Second Amendment to Centex Credit Agreement




3









 






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




	 	(xi)	 	Liens for current Taxes not yet due;






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




	 	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
the Maximum Leverage Ratio.




     (i) Decrease of Maximum Leverage Ratio. If at any time Borrower shall
fail to maintain, for two (2) consecutive fiscal quarters, an Interest
Coverage Ratio of at least the Minimum Interest Coverage Test, then the
Maximum Leverage Ratio as of the last day of the second of such two
consecutive fiscal quarters with respect to which Borrower shall have so
failed the Minimum Interest Coverage Test (the “Coverage Test Failure
Quarter”) shall be decreased as follows: (i) if the Maximum Leverage Ratio
for the fiscal quarter preceding the Coverage Test Failure Quarter was 60%,
then the Maximum Leverage Ratio shall be decreased by 5% to 55% as of the
last day of such Coverage Test Failure Quarter; and (ii) if the Maximum
Leverage Ratio for the fiscal quarter preceding the Coverage Test Failure
Quarter was 55% or less, then the Maximum Leverage Ratio as of the last day
of the prior fiscal quarter shall be decreased by 2.5% as of the last day of
such Coverage Test Failure Quarter.




     (ii) Increase of Maximum Leverage Ratio. If at any time and from time
to time in which the Maximum Leverage Ratio is less than 60% and Borrower
shall satisfy the Minimum Interest Coverage Test (which for purposes of this
Section 9.12(a)(ii) shall be deemed satisfied only if, on the same day on
which Borrower satisfies the Minimum Interest Coverage Test, Borrower is
also in compliance with the then-current Maximum Leverage Ratio), then the
Maximum Leverage Ratio, effective as of the fiscal quarter immediately
following the fiscal quarter with respect to which Borrower shall have so
satisfied the Minimum Interest Coverage Test, shall be increased as follows:




     (A) if the Interest Coverage Ratio is equal to or greater than
2.0 to 1.0, but less than 3.0 to 1.0, on a date on which (I) the
Maximum Leverage Ratio is 55%, then the Maximum Leverage Ratio for
the next fiscal quarter shall be increased to 60%, and (II) the
Maximum Leverage Ratio is less than 55%, then the Maximum Leverage
Ratio for the next fiscal quarter shall be increased by 2.5%;




     (B) if the Interest Coverage Ratio is equal to or greater than
3.0 to 1.0, but less than 4.0 to 1.0, on a date on which (I) the
Maximum Leverage Ratio is equal to or greater than 50%, then the
Maximum Leverage Ratio for the next fiscal quarter shall be
increased to 60%, and (II) the Maximum Leverage Ratio is less than
50%, then the Maximum Leverage Ratio for the next fiscal quarter
shall be increased by 10%; and



Second Amendment to Centex Credit Agreement




4









 






     (C) if the Interest Coverage Ratio is equal to or greater than
4.0 to 1.0, then the Maximum Leverage Ratio for the next fiscal
quarter shall be increased to 60%.




     (iii) Limitation on Increases and Deceases. Notwithstanding the
foregoing, in no event shall the Maximum Leverage Ratio exceed 60% or be
less than 40%.




     (iv) Effectiveness of Change in Maximum Leverage Ratio. Any decrease
of the Maximum Leverage Ratio provided for in this Section 9.12(a) shall be
effective as of the Coverage Test Failure Quarter as provided in Section
9.12(a)(i), and the Maximum Leverage Ratio (as so decreased) shall remain in
effect thereafter unless and until adjusted as provided in Section
9.12(a)(i) or (ii). Any increase in the Maximum Leverage Ratio shall be
effective as of the fiscal quarter next succeeding the fiscal quarter in
which Borrower satisfies the Minimum Interest Coverage Test as provided in
Section 9.12(a)(ii), and the Maximum Leverage Ratio (as so increased) shall
remain in effect thereafter unless and until adjusted as provided in Section
9.12(a)(i) or (ii).




     (v) Measure of Compliance. Borrower’s satisfaction of the Minimum
Interest Coverage Test shall be measured on a quarterly basis, based on the
Financial Statements and Compliance Certificate delivered to Administrative
Agent pursuant to Section 8.3(a) and (b). A failure to satisfy the Minimum
Interest Coverage Test shall not be deemed a breach of any Loan Document nor
constitute a Potential Default or an Event of Default.




     (b) Minimum Tangible Net Worth. Borrower shall not permit Consolidated
Tangible Net Worth, as of the last day of any fiscal quarter of Borrower, to be less
than the sum of (a) $2,716,220,000, plus (b) fifty percent (50%) of the amount of
Net Proceeds from any Equity Issuance subsequent to March 31, 2005, plus (c) fifty
percent (50%) of Cumulative Consolidated Net Income.



     2. 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 Amendment, 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.



     3. Ratifications. Borrower (a) ratifies and confirms all provisions of the Loan Documents as
amended by this Amendment, (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 Amendment 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.



Second Amendment to Centex Credit Agreement




5









 





     4. Representations. Borrower represents and warrants to Lenders that as of the date of this
Amendment: (a) this Amendment 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 Amendment other than
the reporting and filing of this Amendment pursuant to Legal Requirements regarding securities; (c)
the Loan Documents, as amended by this Amendment, 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
Amendment 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 Amendment, 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 Amendment, no Potential Default or Event of Default
exists.



     5. Conditions. This Amendment shall not be effective unless and until:



     (a) this Amendment is executed by Borrower, Administrative Agent, and Required Lenders;




     (b) the representations and warranties in this Amendment are true and correct in all material
respects on and as of the date of this Amendment, 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 Amendment, no Default or Event of Default
exists;



     (d) 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) copies of the articles or certificate of
incorporation, bylaws, and other Constituent Documents of Borrower, that the same have not been
amended since the date specified therein, and that the same are still in effect; and



     (e) Borrower shall have paid Administrative Agent all fees required to be paid by Borrower
under the Loan Documents and the fee letter dated June 22, 2007, executed by Borrower, Bank of
America, N.A., and Banc of America Securities LLC.



     6. 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.



     7. 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 Amendment shall be
construed — and its performance enforced — under Texas law, (d) if any part of this Amendment is
for any reason



Second Amendment to Centex Credit Agreement




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found to be unenforceable, all other portions of it nevertheless remain enforceable, and (e)
this Amendment 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.




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



     9. Entireties. The Credit Agreement and the other Loan Documents, as amended by this
Amendment, 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.]




Second Amendment to Centex Credit Agreement




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     EXECUTED as of the first date written above.



	 	 	 	 	 	 	 	 	 
	 	 	CENTEX CORPORATION,

as Borrower	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By: 	 	 	 	/s/ Gail M. Peck	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Gail M. Peck	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Vice President & Treasurer	 	 
	 

	 	 	 	 	 	 	 	 





Signature Page to Second 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, an L/C Issuer, and as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By: 	 	 	 	/s/ Mark W. Lariviere	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Mark W. Lariviere	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Senior Vice President	 	 
	 

	 	 	 	 	 	 	 	 





Signature Page to Second 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 Howard	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	David Howard	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Senior Vice President	 	 
	 

	 	 	 	 	 	 	 	 





Signature Page to Second 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/ William McGinty	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	William McGinty	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Senior Vice President	 	 
	 

	 	 	 	 	 	 	 	 





Signature Page to Second 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/ Mark Floyd	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Mark Floyd	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Vice President	 	 
	 

	 	 	 	 	 	 	 	 





Signature Page to Second 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/ Berangere Allen	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Berangere Allen	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Vice President	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By: 	 	 	 	/s/ Melissa Balley	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Melissa Balley	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Vice President	 	 
	 

	 	 	 	 	 	 	 	 





Signature Page to Second 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/ Robert Smith	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Robert Smith	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Managing Director	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By: 	 	 	 	/s/ Robert Nelson	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Robert Nelson	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Managing Director	 	 
	 

	 	 	 	 	 	 	 	 





Signature Page to Second 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 Second 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/ Douglas M. Barnell	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Douglas M. Barnell	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Manager, Southwest Corporate	 	 
	 

	 	 	 	 	 	 	 	 





Signature Page to Second 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/ Mario Del Duca	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Mario Del Duca	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Associate Director	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Corporate Banking USA	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By: 	 	 	 	/s/ Deborah Carlson	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Deborah Carlson	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Director	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Corporate Banking USA	 	 
	 

	 	 	 	 	 	 	 	 





Signature Page to Second 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/ Kevin M. Cole, I	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Kevin M. Cole, I	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Assistant Vice President	 	 
	 

	 	 	 	 	 	 	 	 





Signature Page to Second 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. Stevenson	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Casey L. Stevenson	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Vice President	 	 
	 

	 	 	 	 	 	 	 	 





Signature Page to Second 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 Second 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/ Esther Carr	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Esther Carr	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Manager	 	 
	 

	 	 	 	 	 	 	 	 





Signature Page to Second 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 Second 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/ Irja R. Otsa	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Irja R. Otsa	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Associate Director	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By: 	 	 	 	/s/ Mary E. Evans	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Mary E. Evans	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Associate Director	 	 
	 

	 	 	 	 	 	 	 	 





Signature Page to Second 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:	 	Vice President	 	 
	 

	 	 	 	 	 	 	 	 





Signature Page to Second 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/ Christopher Mata	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Christopher Mata	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Commercial Banking Officer	 	 
	 

	 	 	 	 	 	 	 	 





Signature Page to Second 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/ Kevin S. McFadden	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Kevin S. McFadden	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Vice President	 	 
	 

	 	 	 	 	 	 	 	 





Signature Page to Second 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 Second 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/s Derek Befus	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Derek Befus	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Vice President	 	 
	 

	 	 	 	 	 	 	 	 





Signature Page to Second Amendment to Credit Agreement Between

Centex Corporation,

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

and the Lenders Defined Therein




 









 





	 	 	 	 	 	 	 	 	 
	 	 	NATIXIS New York
branch (fka NATEXIS

BANQUES POPULAIRES),

as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By: 	 	 	 	/s/ Marie-Edith Dugeny	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Marie-Edith Dugeny	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Managing Director, Real Estate Finance	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By: 	 	 	 	/s/ Timothée Delpont	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Timothée Delpont	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Associate, Real Estate Finance	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 





Signature Page to Second Amendment to Credit Agreement Between

Centex Corporation,

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

and the Lenders Defined Therein




 









 





	 	 	 	 	 	 	 	 	 
	 	 	FIRST HAWAIIAN BANK,

as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By: 	 	 	 	/s/ George Leong	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	George Leong	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Vice President	 	 
	 

	 	 	 	 	 	 	 	 





Signature Page to Second 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 Second 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/ Milissa A. Goeden	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Milissa A. Goeden	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Director	 	 
	 

	 	 	 	 	 	 	 	 





Signature Page to Second Amendment to Credit Agreement Between

Centex Corporation,

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

and the Lenders Defined Therein




 









 





	 	 	 	 	 	 	 	 	 
	 	 	LASALLE BANK NATIONAL ASSOCIATION,

as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By: 	 	 	 	/s/ Natalie Saritiki	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Natalie Saritiki	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Vice President	 	 
	 

	 	 	 	 	 	 	 	 





Signature Page to Second Amendment to Credit Agreement Between

Centex Corporation,

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

and the Lenders Defined Therein