Exhibit 10.2
As of
January 28, 2008
Centex
Corporation
2728 N. Harwood. 12 th Floor
12th Floor
Dallas, TX 75201
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| Re: |
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Request for Waiver —
Revolving Credit Facility |
Ladies
and Gentlemen:
Centex
Corporation, a Nevada corporation (“ Borrower
”), certain Lenders (“ Lenders ”),
and Bank of America, N.A., a national banking association, as
Administrative Agent for the Lenders ( “Administrative
Agent" ) and as an L/C Issuer, have entered into that
certain Credit Agreement dated as of July 1, 2005 (as
modified, amended, renewed, extended, and restated from time to
time, the “ Credit Agreement ”).
Capitalized terms used herein shall, unless otherwise indicated,
have the respective meanings set forth in the Credit
Agreement.
The
Credit Agreement requires that Borrower meet the following
financial covenants (the “ Financial Covenants
”) as of the end of each fiscal quarter of Borrower:
Section 9.12(a) (Leverage Ratio) and
Section 9.12(b) (Minimum Tangible Net Worth) .
As a result of a recently modified interpretation of the standards
regarding determination of valuation allowances as set forth in
FASB Statement No. 109, Accounting for Income Taxes (“
FAS 109 ”), Borrower believes it may not have
met one or more of the Financial Covenants solely for the fiscal
quarter ended December 31, 2007, and solely if it is required
to reduce its deferred tax assets by a valuation allowance under
such modified interpretation of FAS 109 (the “
Financial Covenant Non-Compliance ”). As a
result, Borrower has requested that Lenders waive any Potential
Default or Event of Default arising solely as a result of the
Financial Covenant Non-Compliance.
By
execution of this letter in the space provided below, Lenders
hereby waive the existence of the Financial Covenant
Non-Compliance, any Potential Default or Event of Default created
thereby, subject to the following terms and conditions:
(a) after giving effect to this
waiver letter, all of the representations and warranties contained
in the Credit Agreement and the other Loan Documents are true and
correct in all material respects as of the date hereof as though
made as of such date (unless they speak to a specific date or are
based on facts which have changed by transactions expressly
contemplated or permitted by the Credit Agreement);
(b) after giving effect to this
waiver letter, no Potential Default or Event of Default
exists;
(c) this letter shall have been
executed by Borrower and by Lenders constituting the
“Required Lenders;” and
Centex Waiver Letter:
Revolving Credit Facility
Centex
Corporation
As of January 28, 2008
Page 2
(d) Administrative Agent shall
have received, for the benefit of each Lender executing and
delivering this letter, (i) a fee equal to the product of
(x) the amount of such Lender’s Commitment on the
effective date of, and after giving effect to, this Agreement,
times (y) 0.05% and (ii) such other fees and expenses in
such amounts and at such times as heretofore set forth in a letter
agreement between Borrower, Administrative Agent and Banc of
America Securities LLC, and as otherwise required under the Credit
Agreement.
By
execution of this letter in the space provided below, Borrower
ratifies and confirms that the Credit Agreement and all other Loan
Documents, and all renewals, extensions, and restatements of, and
amendments and supplements to, any of the foregoing, are and remain
in full force and effect in accordance with their respective
terms.
The
waiver hereby granted by Lenders does 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
