8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):
April 1, 2008 (March 26, 2008)

Centex Corporation

(Exact name of registrant as specified in its charter)

Nevada	1-6776	75-0778259
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

2728 N. Harwood Street, Dallas, Texas	75201
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number including area code: (214) 981-5000

Not Applicable
(Former name or former address if changed from last report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

     (a) Credit Agreement. The information set forth under Item 2.03 of this Current Report on Form 8-K is hereby incorporated in this Item 1.01 by reference.

     (b) Sale of HomeTeam Services. Centex Corporation, a Nevada corporation (“Centex”), does not view the asset purchase agreement (referred to in Item 8.01) to be a material definitive agreement within the meaning of Item 1.01 of Form 8-K. If it is determined, however, that such agreement is a material definitive agreement within the meaning of Item 1.01, the text of Item 8.01 describing such agreement is incorporated in this Item 1.01 by reference.

     (c) Sale of Land Portfolio. On March 31, 2008, Centex Corporation, a Nevada corporation (“Centex”), announced that Centex Homes, the principal subsidiary through which Centex is engaged in homebuilding activities (“Centex Homes”), sold a portfolio of developed, partially-developed and undeveloped properties to a joint venture, Corona Land Company, LLC (“Corona Land Company”), that is led by RSF Partners, Inc., and includes funds under management by Farallon Capital Management, L.L.C., Greenfield Partners, LLC and certain of their affiliates (“Corona Investor”). The transaction was effected in a multi-step transaction.

     On March 29, 2008, Centex Homes entered into a Contribution Agreement with a subsidiary of Corona Land Company (“Corona Real Estate”) pursuant to which it transferred to Corona Real Estate the outstanding equity interests in 27 special purpose entities that hold a diversified portfolio of residential land and related assets that will yield approximately 8,500 partially developed or finished lots in 27 communities located throughout the United States (the “Corona Properties”). On March 31, 2008, Centex Homes entered into a Member Interests Purchase Agreement with Corona Land Company pursuant to which Corona Land Company purchased all outstanding equity interests in Corona Real Estate from Centex Homes for a sales price of approximately $161 million, exclusive of transaction costs, subject to certain adjustments. Under the terms of these agreements, Corona Real Estate generally assumed all liabilities and obligations relating to the Corona Properties, including future development obligations and all liabilities in respect of bonds and letters of credit securing obligations to perform work related to the Corona Properties but excluding specific liabilities that the parties have agreed will be retained by Centex Homes. These agreements contain customary representations and warranties, including representations and warranties by Centex Homes relating to the Corona Properties. Centex Homes has agreed to indemnify Corona Real Estate against losses arising from breaches of such representations and warranties, subject to certain limitations.

     Corona Land Company and its subsidiaries will be managed by or under the supervision of Corona Investor, with Centex Homes retaining limited approval rights. Centex Homes has a 5% equity interest in Corona Land Company, and will be entitled to receive distributions in excess of its percentage interest if the total amount of distributions received by Corona Investor exceeds certain financial targets.

     This transaction accelerates Centex Homes' move to an asset-light operating model, and reduces the obligations of Centex Homes to fund future development costs of approximately $265 million related to the Corona Properties. In addition, the transaction should enable Centex to receive a tax refund of approximately $294 million in respect of losses realized as a result of the disposition of the Corona Properties and acceleration of a portion of its deferred tax asset. The properties transferred to Corona Real Estate in this transaction had a book value of approximately $528 million.

     In connection with the transaction, Centex Homes also entered into certain other agreements, including a property services agreement and separate option agreements with some of the special purpose entities. Under the property services agreement, Centex Homes will provide certain property-related and other services to Corona Real Estate for an interim period of 120 days and will receive a fee for its services intended to reimburse Centex Homes for its costs in providing the services. Under the option agreements, Centex Homes has the right to purchase a limited number of lots held by the special purpose entities (approximately 350 lots) during a two-year period after the closing. Centex Homes paid an aggregate option fee of approximately $1.8 million in connection with the grant of these options. If Centex Homes exercises the options, it will be required to pay a purchase price for the lots equal to the fair market value thereof, less the allocable portion of the option fee. Centex Homes has no obligation to exercise the options. However, if Centex Homes fails to exercise an option, it will forfeit the option fee related to the applicable lots under that option agreement.

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     On March 31, 2008, Centex issued a press release in connection with the foregoing transaction, a copy of which is being furnished as Exhibit 99.1 hereto.

Item 2.03 Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

     The information set forth under this Item 2.03 relates to a credit facility that may give rise to direct financial obligations of Centex Corporation, a Nevada corporation (“Centex”).

     Centex, as borrower, is a party to an unsecured, committed revolving credit facility (the “Credit Facility”) with Bank of America, N.A., as administrative agent, and certain financial institutions, as lenders. The Credit Facility provides for borrowings by Centex, and the issuance of letters of credit for the account of Centex and its subsidiaries, on a revolving basis up to an aggregate of $2,085,000,000 at any one time outstanding. The stated amount of outstanding letters of credit under the Credit Facility may not exceed a total of $835,000,000, or such greater amount requested by Centex, not to exceed 50% of the maximum facility amount.

     On March 26, 2008, the Credit Facility was amended to, among other things:

(a)	reduce the total commitment, at Centex’s request, from $2,085,000,000 to $1,350,000,000;
(b)	reduce the letter of credit sublimit from $835,000,000 to $600,000,000;
(c)	include a Borrowing Base formula to determine availability under the facility triggered when Centex’s long-term senior debt is rated non-investment grade by two out of the three principal rating agencies (as Centex is currently);
(d)	reset the Minimum Tangible Net Worth covenant;
(e)	amend the financial covenants to exclude from the calculations up to $1 billion of net deferred tax asset valuation allowances; and
(f)	increase the pricing grid for direct borrowings and letters of credit.

     Subject to the terms and conditions thereof, Centex may borrow or obtain letters of credit for general corporate purposes under the Credit Facility until the final maturity date, which will occur on July 1, 2010. There are no direct borrowings currently outstanding under the Credit Facility.

     The foregoing summary is qualified in its entirety by reference to the Credit Agreement dated July 1, 2005, the First Amendment to Credit Agreement dated May 25, 2006, the Second Amendment to Credit Agreement dated July 20, 2007, and the Third Amendment to Credit Agreement dated March 26, 2008, which govern the Credit Facility. Copies of the Credit Agreement, the First Amendment to Credit Agreement, the Second Amendment to Credit Agreement, and the Third Amendment to Credit Agreement dated March 26, 2008 are filed as exhibits to this Current Report on Form 8-K and incorporated in this Item 2.03 by reference. A summary of the Credit Facility in effect immediately following the Second Amendment to Credit Agreement is also contained in Centex’s Current Report on Form 8-K dated July 23, 2007 filed with the Securities and Exchange Commission.

Item 8.01 Other Events

     On March 31, 2008, Centex Corporation, a Nevada corporation (“Centex”), and Rollins, Inc. (“Rollins”) announced that Rollins had entered into an asset purchase agreement as of March 28, 2008 with subsidiaries of Centex to acquire, through a purchase of assets, Centex’s pest control business, HomeTeam Pest Defense. A copy of the joint press release announcing the transaction is being furnished as Exhibit 99.2 hereto.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

		Filed herewith or
Exhibit		Incorporated by
Number	Description	Reference
10.1	Credit Agreement, dated July 1, 2005, among Centex Corporation, Bank of America, N.A., as Administrative Agent, and the lenders named therein (filed as Exhibit 10.1 to Centex Corporation’s Current Report on Form 8-K dated July 1, 2005)	Incorporated by reference
10.2	First Amendment to Credit Agreement, dated May 25, 2006, among Centex Corporation, Bank of America, N.A., as Administrative Agent, and the lenders named therein (filed as Exhibit 10.2 to Centex Corporation’s Current Report on Form 8-K dated June 1, 2006)	Incorporated by reference
10.3	Second Amendment to Credit Agreement, dated July 20, 2007, among Centex Corporation, Bank of America, N.A., as Administrative Agent, and the lenders named therein (filed as Exhibit 10.3 to Centex Corporation’s Current Report on Form 8-K dated July 23, 2007)	Incorporated by reference
10.4	Third Amendment to Credit Agreement, dated March 26, 2008, among Centex Corporation, Bank of America, N.A., as Administrative Agent, and the lenders named therein	Filed herewith
99.1	Press Release dated March 31, 2008 relating to a sale of a land portfolio	Filed herewith
99.2	Press Release dated March 31, 2008 relating to an agreement concerning the sale of HomeTeam Services	Filed herewith

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

CENTEX CORPORATION
By:	/s/ James R. Peacock III
	James R. Peacock III
	Vice President, Deputy General Counsel and Secretary

Date: April 1, 2008

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EXHIBIT INDEX

		Filed herewith or
Exhibit		Incorporated by
Number	Description	Reference
10.1	Credit Agreement, dated July 1, 2005, among Centex Corporation, Bank of America, N.A., as Administrative Agent, and the lenders named therein (filed as Exhibit 10.1 to Centex Corporation’s Current Report on Form 8-K dated July 1, 2005)	Incorporated by reference
10.2	First Amendment to Credit Agreement, dated May 25, 2006, among Centex Corporation, Bank of America, N.A., as Administrative Agent, and the lenders named therein (filed as Exhibit 10.2 to Centex Corporation’s Current Report on Form 8-K dated June 1, 2006)	Incorporated by reference
10.3	Second Amendment to Credit Agreement, dated July 20, 2007, among Centex Corporation, Bank of America, N.A., as Administrative Agent, and the lenders named therein (filed as Exhibit 10.3 to Centex Corporation’s Current Report on Form 8-K dated July 23, 2007)	Incorporated by reference
10.4	Third Amendment to Credit Agreement, dated March 26, 2008, among Centex Corporation, Bank of America, N.A., as Administrative Agent, and the lenders named therein	Filed herewith
99.1	Press Release dated March 31, 2008 relating to a sale of a land portfolio	Filed herewith
99.2	Press Release dated March 31, 2008 relating to an agreement concerning the sale of HomeTeam Services	Filed herewith

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EX-10.4

Exhibit 10.4

THIRD AMENDMENT TO CREDIT AGREEMENT

     THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of March 26, 2008, 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) Section 1.1 is hereby amended to add the following definitions in the appropriate alphabetical order:

     Authorities means any applicable local, state, municipal, federal, or foreign judicial, executive, or legislative instrumentality.

     Borrowing Base means, from time to time, the sum of the following amounts (without duplication):

     (a) ninety percent (90%) of the net proceeds from Sold Units due to a Restricted Company at closing as a result of the consummation of the sale of such Sold Units, which net proceeds have been paid to the closing agent handling such sale but which have not yet been received by Borrower or such Restricted Subsidiary; provided, however, that if, and to the extent that, such net proceeds which are reported as outstanding on the last day of any fiscal quarter of Borrower are not received by Borrower or such Restricted Subsidiary on or before the tenth (10th) day following the end of any such fiscal quarter, then such net proceeds shall not be included in the Borrowing Base;

     (b) ninety percent (90%) of the Net Book Value of all Sold Units;

     (c) eighty percent (80%) of the Net Book Value of all Spec Units;

     (d) seventy-five percent (75%) of the Net Book Value of all Developed Lots;

     (e) fifty percent (50%) of the Net Book Value of all Land Under Development; and

Third Amendment to Centex Credit Agreement

     (f) thirty percent (30%) of the Net Book Value of all Unimproved Entitled Land;

     provided that the sum of the amounts determined pursuant to clauses (e) and (f) shall not exceed forty percent (40%) of the Borrowing Base (with any excess being excluded from the Borrowing Base); provided, further, that notwithstanding anything to the contrary provided herein, any asset which is encumbered by any Lien (other than Customary Permitted Liens) shall not be included in the calculation of the Borrowing Base pursuant to clauses (a) through (f) above. All properties included in the Borrowing Base shall be wholly-owned by a Restricted Company and located in the United States of America.

     Borrowing Base Debt means (a) all Consolidated Debt (and, for purposes of this definition, the Excess Cash component used in the calculation of Consolidated Debt shall be reduced by the amount of Total Principal Debt as of the date of determination (but in no event shall such Excess Cash component be less than zero)), minus (b) any Subordinated Debt of the Restricted Companies in an amount not to exceed $200,000,000, minus (c) any Non-Recourse Debt of the Restricted Companies.

     Customary Permitted Liens means Permitted Liens described in Sections 9.2(b)(i), (ii), (iii), (iv), (v), (vi), (vii), or (xi).

     Customary Recourse Exceptions means, with respect to any Non-Recourse Debt, exclusions from the exculpation provisions with respect to such Non-Recourse Debt for fraud, misapplication of cash, environmental claims, and other circumstances customarily excluded by institutional lenders from exculpation provisions and/or included in separate indemnification agreements in non-recourse financings of real estate.

     Deferred Tax Valuation Allowance means the valuation allowance applied to deferred tax assets resulting from the application of FASB Statement No. 109, Accounting for Income Taxes, or otherwise required in accordance with GAAP.

     Developed Lots means parcels of Land Under Development owned by a Restricted Company as to which:

     (a) a final plat, subdivision map or the equivalent for such Land Under Development in a form approved by all applicable Authorities has been recorded in compliance with all material applicable Legal Requirements; and

     (b) to the extent required, building permits for the construction of foundations for residential dwelling units on each parcel of such Land Under Development are available for issuance without the satisfaction of any further material conditions other than fees related to the issuance of the applicable permit.

     Entitled Land means parcels of land owned by a Restricted Company which are zoned for construction of single-family dwellings, whether detached or attached, and have a preliminary plat or tentative map, or the equivalent, approved by the applicable Authorities in order to develop the land as a residential housing project and construct single-family dwellings, whether attached or detached, thereon.

     Improvements means on and off-site development work, including grading, water distribution and sewer collection systems and drainage system installation, paving,

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and other improvements necessary for the use of residential dwelling units and as required pursuant to development agreements which may have been entered into with all applicable Governmental Authorities.

     Investment Grade Rating means that at least two (2) of the three (3) following Debt ratings exist at the same time: (a) a Moody’s Rating of Baa3 or better; (b) an S & P Rating of BBB- or better; and (c) a Fitch Rating of BBB- or better.

     Land Under Development means Entitled Land and Improvements related to such Entitled Land owned by a Restricted Company, provided that construction of any Improvements has commenced but has not been completed and for which:

     (a) to the extent at such time required, a performance bond, surety or other security has been issued to and in favor of and accepted by all material applicable Authorities in which the real property is situated with regard to all material work to be performed for such Entitled Land pursuant to applicable Legal Requirements or development agreements with such Authorities;

     (b) all necessary plans have been approved by all material applicable Authorities for the installation of the Improvements then being installed by a Restricted Company upon or for such Entitled Land;

     (c) all necessary permits have been issued for the installation of the Improvements then being installed by a Restricted Company upon or for such Entitled Land; and

     (d) all utility services necessary for the construction of Improvements of single-family dwellings (whether attached or detached) will be available to such Entitled Land upon completion of the Improvements and the applicable Restricted Company shall have obtained will serve letters from each applicable utility service provider to the extent will serve letters are customarily issued.

     Net Book Value means, with respect to any property included in the Borrowing Base as of any date of determination, the book value thereof as reflected in the consolidated balance sheet of Borrower prepared in accordance with GAAP.

     Non-Recourse Debt means, for any Person, any Debt of such Person in which the holder of such Debt may not look to such Person personally for repayment, other than to the extent of any security therefor or pursuant to Customary Recourse Exceptions.

     Sold Unit means a single-family dwelling unit (whether detached or attached) owned by a Restricted Company, including the land on which such dwelling is located, where construction has commenced and that is subject to a written purchase agreement executed in the ordinary course of Borrower’s or such Restricted Subsidiary’s business (in a form customarily employed by Borrower or such Restricted Subsidiary) and with a person who is not an Affiliate of a Restricted Company, together with an earnest money deposit, and such purchase agreement has not been terminated or entered into more than (x) twenty-four (24) months prior to the date of determination with respect to single-family attached dwelling units or (y) eighteen (18) months prior to the date of determination with respect to single-family detached dwelling units. The purchase agreement may contain customary contingencies to the purchaser’s obligation to

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purchase, including, without limitation, a condition to purchase or close subject to purchaser’s financing of the unit or purchaser’s sale of other property owned by the purchaser.

     Spec Unit means a single-family dwelling unit (whether detached or attached) owned by a Restricted Company, including the land on which such dwelling is located, where construction has commenced and that is or will be available for sale.

     Third Amendment means the Third Amendment to Credit Agreement dated as of the Third Amendment Effective Date, executed by Borrower, Administrative Agent, and the other Lenders party thereto.

     Third Amendment Effective Date means March 26, 2008.

     Unimproved Entitled Land means Entitled Land that is not included in Land Under Development or Developed Lots.

     (b) The definition of “Applicable Margin” in Section 1.1 is hereby deleted in its entirety and replaced with the following:

     Applicable Margin means, as of any date of determination, the interest margin over the Prime Rate or the Adjusted Eurodollar Rate, and the applicable fees payable pursuant to Section 5.3 and Section 5.4, as the case may be, that corresponds to the Moody’s Rating, the S & P Rating, and the Fitch Rating set forth below on such date of determination:

				Applicable			Applicable			Applicable			Applicable
				Margin for			Margin for			Margin for			Margin for
	Moody’s	S & P	Fitch	Prime Rate			Eurodollar			Facility			Utilization
Level	Rating	Rating	Rating	Borrowings			Borrowings			Fees			Fees
1	Baa2 or higher	BBB or higher	BBB or higher		0.0000	%		0.8500	%		0.1500	%		0.1250	%
2	Baa3	BBB-	BBB-		0.0000	%		0.9500	%		0.1750	%		0.1250	%
3	Ba1	BB+	BB+		0.0000	%		1.1750	%		0.2250	%		0.2500	%
4	Ba2	BB	BB		0.0000	%		1.4000	%		0.2250	%		0.2500	%
5	Ba3 or lower or Not Rated	BB- or lower or Not Rated	BB- or lower or Not Rated		0.0000	%		1.6250	%		0.2500	%		0.2500	%

For purposes of the foregoing: (a) if a Debt Rating is issued by only two (2) of Moody’s, S & P, and Fitch, and (i) such Debt Ratings shall fall within different Levels (but not more than one (1) Level apart), then the Applicable Margin shall be determined by reference to the numerically lower Level (e.g. if the S & P Rating is at Level 1 and the Moody’s Rating is at Level 2, then the Applicable Margin shall be determined by reference to Level 1), or (ii) such Debt Ratings shall fall within different Levels (two (2)

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or more Levels apart), the Applicable Margin shall be determined by reference to the Level that is one Level higher than the numerically lowest Level (e.g., if the S & P Rating is in Level 1 and the Moody’s Rating is in Level 3, then the Applicable Margin shall be determined by reference to Level 2); and (b) if a Debt Rating is issued by each of Moody’s, S & P, and Fitch, then the Applicable Margin shall be determined by reference to the Level that corresponds to the lower of the two highest Debt Ratings (e.g. if the Moody’s Rating is at Level 1, the S & P Rating is at Level 2, and the Fitch Rating is at Level 3, then the Applicable Margin shall be determined by reference to Level 2). The pricing that is effective on the Third Amendment Effective Date is that under Level [3]. Thereafter, each change in the Applicable Margin shall be effective on the earlier of: (i) the actual date of delivery by Borrower to Administrative Agent of notice of a change in S & P Rating, Moody’s Rating, or Fitch Rating pursuant to Section 8.3(g); and (ii) the date on which Borrower is obligated to deliver notice of a change in S & P Rating, Moody’s Rating, or Fitch Rating to Administrative Agent pursuant to Section 8.3(g).

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 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),

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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).

     (c) The definition of “Consolidated Debt” in Section 1.1 is hereby deleted in its entirety and replaced with the following:

     Consolidated Debt means, as of any date of determination, (a) all Debt (other than (x) with respect to undrawn Performance Letters of Credit and (y) Contingent Obligations with respect to guaranties of undrawn Performance Letters of Credit of Persons other than Borrower or a Restricted Subsidiary) of the Restricted Companies, on a consolidated basis, minus (b) Excess Cash not subject to any Liens or other restrictions not inherent in the particular investment or obligation, minus (c) the face amount of all undrawn financial letters of credit issued on behalf of the Restricted Companies (but only to the extent such letters of credit assure obligations that are fully indemnified pursuant to unconditional indemnity agreements or fully covered by third party insurance acceptable to Administrative Agent, provided by indemnitors or insurers, as applicable, acceptable to Administrative Agent, as to which such indemnitors or insurers, as applicable, do not dispute liability for payment thereof); provided that, for purposes of Section 8.12, Consolidated Debt means, as of the date of determination, all Debt of the Restricted Companies, on a consolidated basis.

     (d) The definition of “Cumulative Consolidated Net Income” in Section 1.1 is hereby deleted in its entirety and replaced with the following:

     Cumulative Consolidated Net Income means the sum of Quarterly Consolidated Net Income for the fiscal quarter ended March 31, 2008, and for each succeeding fiscal quarter during the term hereof.

     (e) The definition of “Leverage Ratio” in Section 1.1 is hereby deleted in its entirety and replaced with the following:

     Leverage Ratio means, as of any date of determination thereof, the ratio of (a) the result of (i) Consolidated Debt outstanding on such date, minus (iii) Subordinated Debt in an amount not to exceed $200,000,000, to (b) the sum of (i) Consolidated Debt outstanding on such date, plus (ii) Consolidated Tangible Net Worth plus the cumulative

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net amount of all Deferred Tax Valuation Allowances (not to exceed $1,000,000,000 in the aggregate), each as of such date determined in accordance with GAAP.

     (f) Section 2.3 is hereby deleted in its entirety and replaced with the following:

     2.3 Termination or Reduction of Commitments.

     (a) Voluntary. Without premium or penalty, and upon giving not less than ten (10) Business Days prior written and irrevocable notice to Administrative Agent, Borrower may permanently terminate in whole or in part the Total Commitment; provided that: (a) each partial termination shall be in the amount of $5,000,000 or a greater integral multiple of $1,000,000; (b) the amount of the Total Commitment may not be reduced below the Total Outstandings; (c) if, after giving effect to any reduction of the Total Commitment pursuant to this Section 2.3(a), the Letter of Credit Sublimit exceeds fifty percent (50%) of the amount of the Total Commitment, the Letter of Credit Sublimit shall be automatically reduced by the amount of such excess; and (d) each reduction shall be allocated Pro Rata among Lenders in accordance with their respective Pro Rata Parts. Promptly after receipt of such notice of termination or reduction, Administrative Agent shall notify each Lender of the proposed termination or reduction. Such termination or partial reduction of the Total Commitment shall be effective on the Business Day specified in Borrower’s notice (which date must be at least ten (10) Business Days after Borrower’s delivery of such notice). In the event that the Total Commitment is reduced to zero and there is no outstanding Principal Debt or L/C Obligations, this Agreement shall be terminated to the extent specified in Section 13.14, and all facility fees and other fees then earned and unpaid hereunder and all other amounts of the Obligation then due and owing shall be immediately due and payable, without notice or demand by any Credit Party.

     (b) Mandatory. On the Third Amendment Effective Date, (i) the Total Commitment shall be reduced by $735,000,000 and (ii) the Letter of Credit Sublimit shall be reduced by $235,000,000, such that, immediately after giving effect to such reductions, the Total Commitment is $1,350,000,000 and the Letter of Credit Sublimit is $600,000,000. Each such reduction shall be allocated Pro Rata among Lenders in accordance with their respective Pro Rata Parts.

     (g) Section 6.2 is hereby amended to add the following as Section 6.2(g):

     (g) At any time that the Borrower does not have an Investment Grade Rating, the sum of the aggregate outstanding amount of all Borrowing Base Debt, after giving effect to such Credit Extension, does not exceed the Borrowing Base as of such date.

     (h) Section 8.3 is hereby amended to add the following as Section 8.3(j):

     (j) Concurrently with the delivery of the financial statements referred to in Sections 8.3(a) and (b), for each such period during which Borrower does not have an Investment Grade Rating, commencing with the fiscal quarter ending March 31, 2008, and at such other times as the Administrative Agent may reasonably require (provided that such calculation is to be made as of the last day of a calendar month), Borrower shall provide Administrative Agent with a written calculation of the Borrowing Base, substantially in the form of Exhibit H, signed by a Responsible Officer of Borrower, and

Third Amendment to Centex Credit Agreement

7

properly completed to provide all information required to be included thereon (and Administrative Agent will promptly forward to each Lender) showing Borrower’s calculations of the components of the Borrowing Base and such data supporting such calculations as the Administrative Agent may require.

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

(b) Minimum Tangible Net Worth. Borrower shall not permit Consolidated Tangible Net Worth, as of the last day of any fiscal quarter of Borrower, commencing with the fiscal quarter ended March 31, 2008, to be less than (a) $2,400,000,000, plus (b) fifty percent (50%) of the amount of Net Proceeds from any Equity Issuance subsequent to December 31, 2007, plus (c) fifty percent (50%) of Cumulative Consolidated Net Income (excluding the effect of (i) any decrease in any Deferred Tax Valuation Allowance and (ii) any increase in Cumulative Consolidated Net Income resulting from the application of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes), minus (d) the cumulative net amount of all Deferred Tax Valuation Allowances (not to exceed $1,000,000,000 in the aggregate), as of the date of determination.

     (j) Section 9.12 is hereby amended to add the following new clause (c) at the end thereof:

(c) Borrowing Base. At any time that Borrower does not have an Investment Grade Rating, Borrower shall not permit the sum of the aggregate outstanding amount of all Borrowing Base Debt to exceed the sum of the Borrowing Base; provided however, that it shall not be an Event of Default under this Section 9.12(c) if, Borrower shall either, (A) within two (2) Business Day of the date of determination that Borrower is not in compliance with this Section 9.12(c), make a prepayment of the Total Principal Debt in such amount as is necessary to cause Borrower to be in compliance with the limitations of this Section 9.12(c), or (B) so long as no Principal Debt is outstanding, within thirty (30) days of such date of determination, cause Borrower to otherwise be in compliance with the limitations of this Section 9.12(c).

     (k) Section 10.2(b) is hereby deleted in its entirety and replaced with the following:

     (b) any covenant, agreement, or condition contained in Section 8.3(e), 8.3(f), 8.3(g), 8.12 or 9, and such failure or refusal continues unremedied for ten (10) days (other than Section 9.12(c), for which the time shall be two (2) Business Days with respect to clause (A) thereof or thirty (30) days as with respect to clause (B) thereof) after the earlier of (i) notice given by Administrative Agent to Borrower of such failure or refusal, or (ii) Borrower’s actual knowledge of such failure or refusal; or

     (l) The Credit Agreement is hereby amended to add Exhibit H attached hereto.

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

     2. Consents.

     (a) Borrower has advised Administrative Agent that Borrower is currently in negotiations to sell (i) substantially all of the assets, of Centex Home Services Company, LLC, a Nevada limited liability

Third Amendment to Centex Credit Agreement

8

company, HomeTeam Pest Defense, LLC, a Delaware limited liability company, and HomeTeam Pest Defense, Inc., a Nevada corporation, in one or more sales to be completed by or before the fiscal quarter ended December 31, 2008 (the “Home Team Disposition”), and (ii) certain land and rights or other assets related thereto with an aggregate book value (on the books of Borrower) of not more than $650,000,000, in one or more sales outside the ordinary course of business to one or more third parties or to one or more entities in which Borrower or its Affiliates retain a minority equity interest, to be completed by or before the fiscal quarter ended September 30, 2008 (the “Land Sale”). As a result, Borrower has requested that Lenders consent to the Home Team Disposition and the Land Sale.

     (b) Each Lender that executes this Amendment hereby consents to the Home Team Disposition and the Land Sale and waives any Potential Default or Event of Default that would otherwise result solely as a result of the consummation thereof, subject to the following terms and conditions:

     (i) all of the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects upon the consummation of the Home Team Disposition and the Land Sale 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;

     (ii) the terms and conditions of the Home Team Disposition and the Land Sale are commercially reasonable, arm’s length transactions;

     (iii) Administrative Agent shall have received a proforma Compliance Certificate evidencing compliance with the covenants contained in Section 9.12 of the Credit Agreement, after giving effect to the Home Team Disposition and the Land Sale; and

     (iv) except solely as to the consents set forth in Section 2(b) above, no Potential Default or Event of Default has occurred and is continuing, both before and after giving effect to the Home Team Disposition and the Land Sale.

The consents hereby granted by Lenders under this Section 2 do not (A) constitute a waiver or modification of any other terms or provisions set forth in the Credit Agreement or any other Loan Document and shall not impair any right that any Credit Party may now or hereafter have under or in connection with the Credit Agreement or any other Loan Document, (B) impair any Credit Party’s rights to insist upon strict compliance with the Credit Agreement, as amended or otherwise modified hereby, or the other Loan Documents, and (C) does not extend to any other Loan Document. The Loan Documents continue to bind and inure to Borrower and the Credit Parties and their respective successors and permitted assigns.

     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 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.

     4. 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,

Third Amendment to Centex Credit Agreement

9

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.

     5. 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 by Borrower other than the reporting and filing of this Amendment pursuant to Legal Requirements; (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 by Borrower of this Amendment do not require the consent of any Person that has not been obtained and do not and will not constitute a violation of any Legal Requirements 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.

     6. 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;

     (c) both before and after giving effect to this Amendment, no Potential 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 February 29, 2008, executed by Borrower, Bank of America, N.A., and Banc of America Securities LLC.

     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.

Third Amendment to Centex Credit Agreement

10

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

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

     10. RELEASE. BORROWER HEREBY ACKNOWLEDGES THAT THE OBLIGATIONS ARE ABSOLUTE AND UNCONDITIONAL WITHOUT ANY RIGHT OF RECISSION, SETOFF, COUNTERCLAIM, DEFENSE, OFFSET, CROSS-COMPLAINT, CLAIM OR DEMAND OF ANY KIND OR NATURE WHATSOEVER THAT CAN BE ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY PART OF ITS LIABILITY TO REPAY THE OBLIGATIONS OR TO SEEK AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR NATURE FROM ANY CREDIT PARTY. BORROWER HEREBY VOLUNTARILY AND KNOWINGLY RELEASES AND FOREVER DISCHARGES EACH CREDIT PARTY AND ITS PREDECESSORS, AGENTS, EMPLOYEES, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE “RELEASED PARTIES”), FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN, ANTICIPATED OR UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, AT LAW OR IN EQUITY, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE DATE THIS AMENDMENT IS EXECUTED, WHICH BORROWER MAY NOW OR HEREAFTER HAVE AGAINST THE RELEASED PARTIES, IF ANY, AND IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE, AND ARISING FROM ANY “LOANS”, INCLUDING, WITHOUT LIMITATION, ANY CONTRACTING FOR, CHARGING, TAKING, RESERVING, COLLECTING OR RECEIVING INTEREST IN EXCESS OF THE HIGHEST LAWFUL RATE APPLICABLE, THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE CREDIT AGREEMENT OR OTHER LOAN DOCUMENTS, AND NEGOTIATION FOR AND EXECUTION OF THIS AMENDMENT.

     11. 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.]

Third Amendment to Centex Credit Agreement

11

     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 Third 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/ Eyal Namordi
	Name: Eyal Namordi
	Title: Senior Vice President

Signature Page to Third 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/ Brian McDougal
	Name: Brian McDougal
	Title: Vice President

Signature Page to Third 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 Third 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/ Marni McManus
	Name: Marni McManus
	Title: Vice President

Signature Page to Third 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/ Duane Helkowski
	Name: Duane Helkowski
	Title: Managing Director
By:	/s/ Angela Bentley-Arnold
	Name: Angela Bentley-Arnold
	Title: Director

Signature Page to Third 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/ Brian Myers
	Name: Brian Myers
	Title: Managing Director

Signature Page to Third 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 Third 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/ Carlos Lopez
	Name:	Carlos Lopez
	Title:	Associate Director Corporate Banking USA L007
By:	/s/ Jonathan Smith
	Name:	Jonathan Smith
	Title:	Assistant Vice President Risk Management & Business Support S025

Signature Page to Third 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 Third 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/ John L. Thomas
	Name:	John L. Thomas
	Title:	Vice President

Signature Page to Third 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/ Nicholas A. Bell
	Name:	Nicholas A. Bell
	Title:	Director

Signature Page to Third 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 Third 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/ David B. Julie
	Name:	David B. Julie
	Title:	Associate Director

Signature Page to Third 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/ Nicola Baker
	Name:	NICOLA BAKER
	Title:	VICE PRESIDENT

Signature Page to Third 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/ Morgan A. Lyons
	Name:	Morgan A. Lyons
	Title:	Vice President

Signature Page to Third Amendment to Credit Agreement Between
Centex Corporation,
Bank of America, N.A., as Administrative Agent,
and the Lenders Defined Therein

UNICREDIT BANCA DI ROMA, formerly known as Banca Di Roma – New York Branch, as a Lender
By:	/s/ Alessandro Paoli
	Name:	Alessandro Paoli
	Title:	First Vice President
By:	/s/ Linda Lee
	Name:	Linda Lee
	Title:	Assistant Treasurer

Signature Page to Third 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 Third 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:	First Vice President

Signature Page to Third Amendment to Credit Agreement Between
Centex Corporation,
Bank of America, N.A., as Administrative Agent,
and the Lenders Defined Therein

NATIXIS (fka NATEXIS BANQUES POPULAIRES), as a Lender
By:	/s/ Marie-Edith Dugeny
	Name:	Marie-Edith Dugeny
	Title:	Managing Director
By:	/s/ Timothée Delpont
	Name:	Timothée Delpont
	Title:	Associate

Signature Page to Third 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 Third 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/ William M. Thurman
	Name:	William M. Thurman
	Title:	Vice President

Signature Page to Third 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 Third Amendment to Credit Agreement Between
Centex Corporation,
Bank of America, N.A., as Administrative Agent,
and the Lenders Defined Therein

KEYBANK NATIONAL ASSOCIATION, as a Lender
By:	/s/ Jeff Gilbreath
	Name:	Jeff Gilbreath
	Title:	Senior Vice President

Signature Page to Third 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/ Eyal Namordi
	Name:	Eyal Namordi
	Title:	Senior Vice President

Signature Page to Third Amendment to Credit Agreement Between
Centex Corporation,
Bank of America, N.A., as Administrative Agent,
and the Lenders Defined Therein

EXHIBIT H

BORROWING BASE CERTIFICATE

     The undersigned, being a duly elected Responsible Officer of Centex Corporation, a Nevada corporation, hereby certifies that the following is a true and correct calculation of the Borrowing Base as of _______, 20___:

(a)	ninety percent (90%) of the net proceeds from Sold Units due to a Restricted Company;	$
(b)	ninety percent (90%) of the Net Book Value of all Sold Units;	$
(c)	eighty percent (80%) of the Net Book Value of all Spec Units;	$
(d)	seventy-five percent (75%) of the Net Book Value of all Developed Lots;	$
(e)	fifty percent (50%) of the Net Book Value of all Land Under Development;	$
(f)	thirty percent (30%) of the Net Book Value of all Unimproved Entitled Land	$
(g)	Borrowing Base (sum of (a) through (f); (provided that the sum of clause (e) and clause (f) above shall not exceed forty percent (40%) of the Borrowing Base)):	$
(h)	Consolidated Debt (and, for purposes of this calculation, the Excess Cash component used in the calculation of Consolidated Debt shall be reduced by the amount of Total Principal Debt as of the date of determination (but in no event shall such Excess Cash component be less than zero)	$
(i)	Subordinated Debt of the Restricted Companies in an amount not to exceed $200,000,000	$
(j)	Non-Recourse Debt of the Restricted Companies	$
(k)	Borrowing Base Debt ((h) minus (i) minus (j)):	$
(l)	Borrowing Base Calculation ((g) minus (k)):	$

Exhibit F to Centex Third Amendment

40

CENTEX CORPORATION
By:
	Name:
	Title:

Exhibit F to Centex Third Amendment

41

REVISED SCHEDULE 2.1

COMMITMENTS
AND APPLICABLE PERCENTAGES

Lender	Commitment		Applicable Percentage
Bank of America, N.A.	$	132,733,812.97		9.832134293	%
JPMorgan Chase Bank, N.A.	$	119,784,172.67		8.872901679	%
Royal Bank of Scotland plc	$	119,784,172.67		8.872901679	%
Citicorp North America, Inc.	$	119,784,172.67		8.872901679	%
BNP Paribas	$	69,604,316.55		5.155875300	%
Calyon New York Branch	$	79,316,546.76		5.875299760	%
The Bank of Tokyo-Mitsubishi, Ltd.	$	79,316,546.76		5.875299760	%
Barclays Bank plc	$	79,316,546.76		5.875299760	%
Suntrust Bank	$	58,273,381.30		4.316546763	%
Lloyds TSB Bank, plc	$	58,273,381.30		4.316546763	%
Wachovia Bank, National Association	$	58,273,381.30		4.316546763	%
Comerica Bank	$	48,561,151.08		3.597122302	%
Washington Mutual Bank, FA	$	38,848,920.87		2.877697842	%
PNC Bank, National Association	$	32,374,100.72		2.398081535	%
UBS Loan Finance LLC	$	32,374,100.72		2.398081535	%
Merrill Lynch Bank USA	$	32,374,100.72		2.398081535	%
City National Bank	$	19,424,460.43		1.438848921	%
The Northern Trust Company	$	19,424,460.43		1.438848921	%
US Bank National Association	$	19,424,460.43		1.438848921	%
UniCredit Banca di Roma	$	16,187,050.35		1.199040767	%
Compass Bank	$	19,424,460.43		1.438848921	%
Fifth Third Bank	$	16,187,050.35		1.199040767	%
Natexis Banques Populaires	$	22,661,870.50		1.678657074	%
Societe Generale	$	16,187,050.35		1.199040767	%
First Hawaiian Bank	$	9,712,230.21		0.719424460	%
Keybank National Association	$	16,187,050.35		1.199040767	%
LaSalle Bank National Association	$	16,187,050.35		1.199040767	%
Total	$	1,350,000,000		100.000000000	%

Exhibit F to Centex Third Amendment

42

EX-99.1

Exhibit 99.1

www.centex.com
P.O. Box 199000
Dallas, Texas 75219-9000

2728 North Harwood
Dallas, Texas 75201-1516

Phone: (214) 981-5000

News Release

FOR IMMEDIATE RELEASE

Matthew G. Moyer, Centex Investor Relations, 214-981-6901
Eric S. Bruner, Centex Public Relations, 214-981-6623
Chris Mahowald, RSF Partners, 214-849-9815

CENTEX SELLS PORTFOLIO OF PROPERTIES

27 properties sold to joint venture funded by RSF Partners, Farallon & Greenfield Partners

DALLAS, March 31, 2008 — Centex Homes, the homebuilding subsidiary of Centex Corporation (NYSE: CTX), has sold a portfolio of developed, partially-developed and undeveloped properties to a joint venture that is led by Dallas-based RSF Partners, Inc., and includes funds under management by San Francisco-based Farallon Capital Management, L.L.C., and Greenfield Partners, L.L.C., of South Norwalk, Conn. Centex will receive aggregate cash of approximately $455 million, including the purchase price of approximately $161 million and an anticipated related tax refund of approximately $294 million. The book value of the properties sold was approximately $528 million.

     “This transaction is consistent with our near-term goals of reducing our land supply and generating cash,” says Timothy R. Eller, chairman and chief executive officer of Centex Corp. “This land sale accelerates our move to a more asset-light operating model, sharpens our focus on strategic markets and consumer segments, reduces future land development cash obligations and monetizes a meaningful portion of our deferred tax asset.”

     Centex has a 5% interest in the joint venture and has the right to receive a greater share of distributions if certain financial targets are met. The joint venture was capitalized without debt. An entity controlled by RSF, Farallon and Greenfield will manage, develop and sell the properties. The transaction is anticipated to qualify predominantly as a land sale for GAAP and tax purposes. Centex has an option to purchase a limited number of lots from certain neighborhoods in the joint venture’s portfolio.

     The portfolio of assets sold includes properties that represent approximately 8,500 lots in 27 neighborhoods across 11 states, with the majority located in California and Nevada. As a result of the transaction, Centex reduced its total supply of owned lots by approximately 10% to less than 80,000. The transaction conserves cash by eliminating about $265 million in future development costs related to the properties.

     Goldman Sachs & Co. and J.P. Morgan Securities Inc. advised Centex concerning the transaction.

     Centex will host a conference call to discuss the agreement with senior management at 11 a.m. EDT (10 a.m. CDT) on April 1, 2008. The call may be accessed by dialing (800) 399-7906 (U.S./Canada) or +1 (706) 679-4166 (International). Participants should dial in 15 minutes before the call begins and provide conference ID number 41003574. The live webcast may be accessed on the Investor Relations section of the Centex website at http://ir.centex.com. A replay of the webcast will be archived for approximately 30 days on the Investor Relations page under the “Presentations” link.

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About Centex

     Dallas-based Centex, founded in 1950, is one of the nation’s leading home building companies. Its leading brands include Centex Homes, Fox & Jacobs Homes and CityHomes. In addition to its home building operations, Centex also offers mortgage, title and insurance services. Centex has ranked among the top three builders on FORTUNE magazine’s list of “America’s Most Admired Companies” for nine straight years and is a leader in quality and customer satisfaction.

About RSF Partners

     RSF Partners, Inc. (“RSF”) is a Dallas-based investment management company that focuses on real estate related investments. RSF was founded in 1997 and manages discretionary equity capital of more than $300 million on behalf of a select group of high net worth investors through a series of investment funds. RSF invests in real estate throughout the United States in a variety of forms of debt and equity. More information about RSF may be found at www.rsfpartners.com.

About Farallon Capital Management, L.L.C.

     Farallon Capital Management, L.L.C. (“Farallon”) is a global, San Francisco-based investment management company that manages discretionary equity capital of more than $30 billion, largely from institutional investors such as university endowments, foundations, and pension plans. Farallon was founded in March 1986 by Thomas F. Steyer. Farallon invests in public and private debt and equity securities, direct investments in private companies and real estate. Farallon invests in real estate across all asset classes around the world, including the United States, Europe, Latin America and India. More information about Farallon may be found at www.faralloncapital.com.

About Greenfield Partners, L.L.C.

     Greenfield Partners, L.L.C. (“Greenfield”) is a private partnership that specializes in real estate and related investments on behalf of itself and a select group of private and institutional partners. Since inception in 1997, Greenfield has secured in excess of $3.5 billion in discretionary equity commitments to eight different investment funds and operates in both North America and abroad. The firm’s most recent funds are Greenfield Acquisition Partners V and Greenfield Land Partners II, which have equity commitments of $1.0 billion and $400 million, respectively. Greenfield has offices in South Norwalk, Connecticut and Chicago, IL. More information about Greenfield may be found at www.greenfieldpartners.com.

Forward-looking statements. This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the context of the statement, and generally arise when Centex is discussing its beliefs, estimates or expectations. Such statements include projections, forecasts, and plans and objectives of management for future operations and other events, as well as any related assumptions, including those related to the amount of proceeds to be realized as a result of the sale transaction, the availability or amount of any tax refund to be received in respect of losses related to the properties and the expected treatment of the transaction for GAAP and tax purposes. These statements are not historical facts or guarantees of future performance, but instead represent only Centex’s belief at the time the statements were made regarding future events, which are subject to significant risks, uncertainties and other factors, many of which are outside of Centex’s control. Actual results and outcomes may differ materially from what is expressed or forecast in such forward-looking statements. These risks and uncertainties are described in greater detail in Centex’s most recent Annual Report on Form 10-K for the fiscal year ended March 31, 2007 (including under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition

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and Results of Operations”), as well as recent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, which are on file with the SEC and may be obtained free of charge through the web site maintained by the SEC at http://www.sec.gov. The factors discussed in these reports include, but are not limited to, the effects of the current downturn in the homebuilding industry, including reductions in the value of our land portfolio and revisions to our business plans to address changing market conditions; changes in national or regional economic or business conditions, including employment levels and interest rates; competition; customer cancellations; shortages or price changes in raw materials or labor; the effects of recent disruptions in the mortgage finance industry, including tightening of credit and reduction in liquidity; the availability of adequate sources of financing to continue to implement our business strategy, particularly in view of recent downgrades in our credit rating, write downs in asset values and tightening of credit available to the homebuilding industry; our ability to generate cash from sales of assets and other sources that supplement our existing capital resources; and other factors that could affect demand for our homes or mortgage loans, the profitability of our operations or our access to financing. All forward-looking statements made in this press release are made as of the date hereof, and the risk that actual results will differ materially from expectations expressed in this press release will increase with the passage of time. Centex makes no commitment, and disclaims any duty, to update or revise any forward-looking statement to reflect future events or changes in Centex’s expectations.

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EX-99.2

Exhibit 99.2

Rollins Agrees to Purchase Hometeam Pest Defense from Centex

ATLANTA & DALLAS, MARCH 31, 2008 —Rollins, Inc. (NYSE: ROL) has entered into a definitive purchase agreement with subsidiaries of Centex Corporation (NYSE: CTX) to acquire, through the purchase of assets, its pest control business, HomeTeam Pest Defense. The purchase price will be paid in cash and is expected to be approximately $137 million. The closing of the transaction is expected in early April, subject to the satisfaction of customary conditions.

Rollins plans to operate HomeTeam separately, along with its other wholly owned pest management subsidiaries: Orkin, PCO Services, Western Pest Services and The Industrial Fumigant Company.

HomeTeam has 50 offices in 13 states and is the nation’s third largest residential pest management company and performs services for approximately 400,000 customers coast to coast. Founded in 1996, the company works with over 1,000 builder partners and currently performs more than 1 million pest control services a year. HomeTeam has emerged as a leader in pest management based heavily on its innovation of Taexx^®, HomeTeam’s built-in pest defense system installed in tens of thousands of new homes each year.

“We are most pleased to have entered into this agreement with Centex,” said Gary Rollins, president and chief executive officer of Rollins, Inc. “This acquisition provides significant opportunity for Rollins to leverage HomeTeam’s proprietary technology and new home marketing expertise to more markets throughout the U.S. The purchase of HomeTeam will provide us with an entry into a new business channel, and provide our company a meaningful opportunity for longer term growth. HomeTeam has built a valuable business enterprise and a loyal customer base, which speaks well for their commitment to service. We look forward to working with HomeTeam’s president, Bob Wanzer, and his great team of professionals. Rollins will benefit from their talent and experience.”

“This transaction is good for HomeTeam and good for Centex,” said Timothy R. Eller, chairman and chief executive officer of Centex. “HomeTeam is now aligned with one of the premier pest management companies in North America and has access to additional markets for growth. This transaction is good for Centex because it further sharpens our focus on our primary business of homebuilding and generates cash that can be applied to homebuilding initiatives.”

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About Rollins

Rollins, Inc. is a premier North American consumer and commercial services company. Through its wholly owned subsidiaries, Orkin, Inc., PCO Services, Western Pest Services, and The Industrial Fumigant Company, the Company provides essential pest control services and protection against termite damage, rodents and insects to approximately 1.7 million customers in the United States, Canada, Mexico, Central America, the Caribbean, the Middle East and Asia from over 400 locations. You can learn more about our subsidiaries by visiting our Web sites at www.orkin.com, www.westernpest.com, www.indfumco.com and www.rollins.com. You can also find this and other news releases at www.rollins.com by accessing the news releases button.

About Centex

Dallas-based Centex, founded in 1950, is one of the nation’s leading home building companies. Its leading brands include Centex Homes, Fox & Jacobs Homes and CityHomes. Centex’s core business units include home building operations and mortgage, title and insurance services. Centex has ranked among the top three homebuilders on FORTUNE magazine’s “Most Admired Companies in America” for nine straight years and leads the industry for quality and customer satisfaction.

Caution Concerning Forward-Looking Statements

This release contains statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include the expected time to close the transaction; the Company’s belief that the acquisition provides significant opportunity for Rollins to leverage HomeTeam’s proprietary technology and new home marketing expertise to more markets throughout the U.S.; and the purchase of HomeTeam will provide the Company with an entry into a new business channel and provide the Company a meaningful opportunity for longer-term growth. The actual results of the Company could differ materially from those indicated by the forward-looking statements because of various risks and uncertainties, including without limitation, general economic conditions; market risk; changes in industry practices or technologies; the degree of success of the Company’s pest and termite process reforms and pest control selling and treatment methods; the Company’s ability to identify and integrate potential acquisitions; climate and weather trends; competitive factors and pricing practices; expected benefits of the commercial re-engineering project may not be realized; potential increases in labor costs; uncertainties of litigation; and changes in various government laws and regulations, including environmental regulations. All of the foregoing risks and uncertainties are beyond the ability of the Company to control, and in many cases the Company cannot predict the risks and uncertainties that could cause its actual results to differ materially from those indicated by the forward-looking statements. A more detailed discussion of potential risks facing the Company can be found in the Company’s Report on Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 2007.

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Contact:
Rollins Inc.
Harry J. Cynkus, 404-888-2922
or
Centex Corp.
Analysts:
Matthew G. Moyer, 214-981-6901
or
Media Relations:
Eric S. Bruner, 214-981-6982