Common use of Repayment Provisions Clause in Contracts

Repayment Provisions. None Transfer Agent and Registrar: JPMorgan Chase Bank Closing Date and Location: May 5, 2004 Milbank, Tweed, Xxxxxx & XxXxxx LLP Xxx Xxxxx Xxxxxxxxx Xxxxx Xxx Xxxx, XX 00000 The Securities are to be offered to the public at the Initial Public Offering Price specified below, and to dealers at prices which represent concessions not in excess of the Dealer Concession set forth below, and the Underwriters may allow and such dealers may reallow concessions not in excess of the Reallowance Concession set forth below: Initial Public Offering Price: 99.862% of the principal amount of the Securities plus accrued interest, if any, from May 5, 2004 Dealer Concession: 0.40% of the principal amount of the Securities Reallowance Concession: 0.25% of the principal amount of the Securities The parties hereto acknowledge and agree that the Underwriters' Information consists solely of the following information in any Preliminary Prospectus and the Prospectus: the last sentence on the cover page regarding delivery of the securities, the third, fifth, sixth and tenth paragraphs of text under the caption "Underwriting" in the Prospectus Supplement and the third and fourth sentences in the seventh paragraph of text under the caption "Underwriting" in the Prospectus Supplement. All provisions contained in the document entitled Centex Corporation Underwriting Agreement Standard Provisions (Debt Securities) dated April 28, 2004, are herein incorporated by reference in their entirety and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein, except that if any term defined in such document is otherwise defined herein, the definition set forth herein shall control. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Please confirm your agreement by having an authorized officer sign a copy of this Agreement as of the date first set forth above in the space set forth below. Very truly yours, CITIGROUP GLOBAL MARKETS INC. Acting on behalf of itself and the several Underwriters named herein X.X. XXXXXX SECURITIES INC. BANC OF AMERICA SECURITIES LLC CREDIT SUISSE FIRST BOSTON LLC By: Citigroup Global Markets Inc. By: /s/ Xxxxxxx Xxxxx ------------------------ Name: Xxxxxxx Xxxxx Title: Vice President CENTEX CORPORATION By: /s/ Xxxx X. Xxxx ---------------------- Name: Xxxx X. Xxxx Title: Vice President & Treasurer CENTEX CORPORATION UNDERWRITING AGREEMENT STANDARD PROVISIONS (DEBT SECURITIES) April 28, 2004 From time to time, Centex Corporation, a Nevada corporation (the "Company"), may enter into one or more underwriting agreements that provide for the sale of designated securities to the several underwriters named therein. The standard provisions hereof set forth herein may be incorporated by reference in any such underwriting agreement (an "Underwriting Agreement"). The Underwriting Agreement, including the provisions hereof incorporated therein by reference, is herein sometimes referred to as this "Agreement". Terms defined in the Underwriting Agreement are used herein as therein defined.

Repayment Provisions. None Transfer Agent Interest as it accrues on principal amounts evidenced by the Note and Registrar: JPMorgan Chase Bank Closing Date calculated as provided herein and Location: May 5in the Note shall be due and payable by the Borrower (a) at the end of each calendar quarter commencing December 31, 2004 Milbank2002 and continuing thereafter on the last day of each succeeding calendar quarter while any amount remains owing on the Note and (b) on the date the principal Debt evidenced by the Note is paid in full, Tweed, Xxxxxx & XxXxxx LLP Xxx Xxxxx Xxxxxxxxx Xxxxx Xxx Xxxx, XX 00000 The Securities are the interest payment in each instance to be offered that which has been earned and remains unpaid. All outstanding principal Debt evidenced by the Note shall be repayable by the Borrower on the Termination Date. Certain of the Security Documents contain an assignment unto and in favor of the Lender of all oil, gas and other minerals produced and to be produced from or attributable to the public at Mortgaged Properties together with all of the Initial Public Offering Price specified belowrevenues and proceeds attributable to such production, and such Security Documents further provide that all such revenues and proceeds which may be so collected by the Lender pursuant to dealers at prices which represent concessions not in excess such assignment shall be applied to the payment of the Dealer Concession set forth below, Note and the Underwriters may allow satisfaction of all other Debt to be secured by such Security Documents. So long as the Borrower owes Debt governed by the Senior Credit Agreement, any such assignment as it relates to the Mortgaged Properties shall be subordinate to all Rights of Wells Fargo Bank, as agent, unxxx xhe Senior Credit Agreement. The Lender and such dealers may reallow concessions not in excess of the Reallowance Concession set forth below: Initial Public Offering Price: 99.862% of the principal amount of the Securities plus accrued interest, if any, from May 5, 2004 Dealer Concession: 0.40% of the principal amount of the Securities Reallowance Concession: 0.25% of the principal amount of the Securities The parties hereto Credit Parties expressly acknowledge and agree that so long as no Event of Default shall have occurred and be continuing, the Underwriters' Information consists solely Lender shall be entitled only to repayment on the Note as set forth above, and the Credit Parties, to the extent of their Rights apart from this Agreement, shall be entitled to receive all proceeds from the sale of production. In connection with the rights of the following information Lender to all proceeds of production, upon the occurrence and continuation of an Event of Default (only if the Debt governed by the Senior Credit Agreement has been repaid in any Preliminary Prospectus full), each of the Credit Parties hereby grants the Lender a power of attorney, which power is coupled with an interest and is irrevocable, to complete in all respects and deliver to the Prospectus: addressee the last sentence letter transfer orders to which they are a party executed in connection with the Security Documents. All payments required pursuant to this Agreement on the cover page regarding delivery of Debt evidenced by the securities, Note shall be made in immediately available funds; shall be deemed received by the third, fifth, sixth and tenth paragraphs of text under Lender on the caption "Underwriting" in the Prospectus Supplement and the third and fourth sentences in the seventh paragraph of text under the caption "Underwriting" in the Prospectus Supplement. All provisions contained in the document entitled Centex Corporation Underwriting Agreement Standard Provisions (Debt Securities) dated April 28, 2004, are herein incorporated by reference in their entirety next Business Day following receipt if such receipt is after 2:00 p.m. on any Business Day; and shall be deemed to be a part made at the offices of this Agreement the Lender at 1000 Louisiana, Suite 600, Houxxxx, Xxxxx 00000, xxxxxxxx, xxxxxxx, xxx Xxxxxx may, upon notice to the same extent as if such provisions had been set forth in full hereinBorrower, except that if any term defined in such document is otherwise defined herein, the definition set forth herein shall control. This Agreement may be signed in any number designate a different place of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Please confirm your agreement by having an authorized officer sign a copy of this Agreement as of the date first set forth above in the space set forth below. Very truly yours, CITIGROUP GLOBAL MARKETS INC. Acting on behalf of itself and the several Underwriters named herein X.X. XXXXXX SECURITIES INC. BANC OF AMERICA SECURITIES LLC CREDIT SUISSE FIRST BOSTON LLC By: Citigroup Global Markets Inc. By: /s/ Xxxxxxx Xxxxx ------------------------ Name: Xxxxxxx Xxxxx Title: Vice President CENTEX CORPORATION By: /s/ Xxxx X. Xxxx ---------------------- Name: Xxxx X. Xxxx Title: Vice President & Treasurer CENTEX CORPORATION UNDERWRITING AGREEMENT STANDARD PROVISIONS (DEBT SECURITIES) April 28, 2004 From time to time, Centex Corporation, a Nevada corporation (the "Company"), may enter into one or more underwriting agreements that provide for the sale of designated securities to the several underwriters named therein. The standard provisions hereof set forth herein may be incorporated by reference in any such underwriting agreement (an "Underwriting Agreement"). The Underwriting Agreement, including the provisions hereof incorporated therein by reference, is herein sometimes referred to as this "Agreement". Terms defined in the Underwriting Agreement are used herein as therein definedpayment.

Repayment Provisions. None Transfer Agent and Registrar: JPMorgan Chase Bank Closing Date and Location: May 5, 2004 Milbank, Tweed, Xxxxxx & XxXxxx LLP Xxx Xxxxx Xxxxxxxxx Xxxxx Xxx Xxxx, XX 00000 The Securities are Subject to be offered to the public repayment at the Initial Public Offering Price specified below, and to dealers at prices which represent concessions not in excess option of the Dealer Concession set forth below, and the Underwriters may allow and such dealers may reallow concessions not in excess of the Reallowance Concession set forth below: Initial Public Offering Price: 99.862holder at 100% of the principal amount thereof, together with accrued interest to the date of repayment, in the event the Common Stock is neither listed for trading on a United States national securities exchange, Nasdaq National Market nor approved for trading on an established automated over-the- counter trading market in the United States. Conversion provisions: Convertible at any time (except that Bearer Debentures are convertible on and after the Exchange Date) into shares of Common Stock of the Company at an initial conversion price of $27.00. The Company may elect, in its sole discretion, to (i) pay cash in respect of all or a portion of the shares of Common Stock otherwise issuable upon such conversion and/or (ii) deliver fully paid and non-assessable shares of Thermo Electron Common Stock, in respect of all or a portion of the shares of Common Stock otherwise issuable upon such conversion. Guarantee: Guaranteed on a subordinated basis by the Guarantor. Form: May be issued in registered form and/or in bearer form. The Offered Securities plus accrued interestissued in bearer form, if any, from May 5, 2004 Dealer Concession: 0.40% will be initially represented by a temporary global bearer Offered Security exchangeable for definitive Offered Securities commencing on the date 40 days after the later of the principal amount of the Securities Reallowance Concession: 0.25% of the principal amount of the Securities The parties hereto acknowledge and agree that the Underwriters' Information consists solely of the following information in any Preliminary Prospectus Closing Date and the Prospectus: the last sentence on the cover page regarding delivery of the securitiesOption Closing Date. The Closing Date shall be November 3, the third, fifth, sixth and tenth paragraphs of text under the caption "Underwriting" in the Prospectus Supplement and the third and fourth sentences in the seventh paragraph of text under the caption "Underwriting" in the Prospectus Supplement1997. All the provisions contained in the document entitled Centex Corporation Underwriting Agreement Standard Provisions (Debt Securities) dated April October 28, 20041997 among Xxxxxx Brothers Inc., Xxxxxxx, Sachs & Co., the Company and the Guarantor, and in the Officers' Certificate dated October 28, 1997, executed by the Company and the Guarantor, copies of which you have previously received, are herein incorporated by reference (except for provisions that relate to securities other than Offered Securities designated herein) in their entirety and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein, except that if any term defined in such document is otherwise defined herein, the definition set forth herein shall control. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Please confirm your agreement by having an authorized officer sign a copy of this Agreement as of the date first set forth above in the space set forth below. Very truly yours, CITIGROUP GLOBAL MARKETS INC. Acting on behalf of itself and the several Underwriters named herein X.X. XXXXXX SECURITIES INC. BANC OF AMERICA SECURITIES LLC CREDIT SUISSE FIRST BOSTON LLC By: Citigroup Global Markets Inc. By: /s/ Xxxxxxx Xxxxx ------------------------ Name: Xxxxxxx Xxxxx Title: Vice President CENTEX CORPORATION By: /s/ Xxxx X. Xxxx ---------------------- Name: Xxxx X. Xxxx Title: Vice President & Treasurer CENTEX CORPORATION UNDERWRITING AGREEMENT STANDARD PROVISIONS (DEBT SECURITIES) April 28, 2004 From time to time, Centex Corporation, a Nevada corporation (the "Company"), may enter into one or more underwriting agreements that provide for the sale of designated securities to the several underwriters named therein. The standard provisions hereof set forth herein may be incorporated by reference in any such underwriting agreement (an "Underwriting Agreement"). The Underwriting Agreement, including the provisions hereof incorporated therein by reference, is herein sometimes referred to as this "Agreement". Terms defined in the Underwriting Agreement are used herein as therein defined.. The Company agrees to be bound by the provisions of Section 5(i) of the Underwriting Agreement. Payment for the Offered Securities shall be made to or upon the order of the Company on the Closing Date or the Option Closing Date, as the case may be, by wire transfer in immediately available funds. Please accept this offer by signing a copy of this Terms Agreement in the space set forth below. Very truly yours, Accepted on October 28, 1997 THERMOTREX CORPORATION XXXXXX BROTHERS INC. XXXXXXX, SACHS & CO. By: /s/ Xxxxx X. Xxxxxx ______________________ Name: Xxxxx X. Xxxxxx Title: Vice President, Finance By: XXXXXX BROTHERS INC. THERMO ELECTRON CORPORATION By: /s/ Xxxxx Xxxxxx By: /s/ Xxxx X. Xxxxx __________________________ ______________________ Name: Xxxxx Xxxxxx Name: Xxxx X. Xxxxx Title: Associate, Investment Title: Vice President Banking EXHIBIT A --------- LIST OF UNDERWRITERS

Repayment Provisions. None Transfer Agent and Registrar: JPMorgan Chase Bank Closing Date and Location: May 5, 2004 Milbank, Tweed, Xxxxxx & XxXxxx LLP Xxx Xxxxx Xxxxxxxxx Xxxxx Xxx Xxxx, XX 00000 The Securities are Subject to be offered to the public repayment at the Initial Public Offering Price specified below, and to dealers at prices which represent concessions not in excess option of the Dealer Concession set forth below, and the Underwriters may allow and such dealers may reallow concessions not in excess of the Reallowance Concession set forth below: Initial Public Offering Price: 99.862holder at 100% of the principal amount thereof, together with accrued interest to the date of repayment, in the event the Common Stock is neither listed for trading on a United States national securities exchange, Nasdaq National Market nor approved for trading on an established automated over-the- counter trading market in the United States. Conversion provisions: Convertible at any time (except that Bearer Debentures are convertible on and after the Exchange Date) into shares of Common Stock of the Securities plus accrued interestCompany at an initial conversion price of $27.00. The Company may elect, if anyin its sole discretion, from May 5, 2004 Dealer Concession: 0.40% to (i) pay cash in respect of all or a portion of the principal amount shares of Common Stock otherwise issuable upon such conversion and/or (ii) deliver fully paid and non-assessable shares of Thermo Electron Common Stock, in respect of all or a portion of the shares of Common Stock otherwise issuable upon such conversion. Guarantee: Guaranteed on a subordinated basis by the Guarantor. Form: May be issued in registered form and/or bearer form. The Offered Securities Reallowance Concession: 0.25% issued in bearer form will be initially represented by a temporary global bearer Offered Security exchangeable for definitive Offered Securities commencing on the date 40 days after the later of the principal amount of the Securities The parties hereto acknowledge and agree that the Underwriters' Information consists solely of the following information in any Preliminary Prospectus Closing Date and the Prospectus: the last sentence on the cover page regarding delivery of the securitiesOption Closing Date. The Closing Date shall be November 3, the third, fifth, sixth and tenth paragraphs of text under the caption "Underwriting" in the Prospectus Supplement and the third and fourth sentences in the seventh paragraph of text under the caption "Underwriting" in the Prospectus Supplement1997. All the provisions contained in the document entitled Centex Corporation Underwriting Agreement Standard Provisions (Debt Securities) dated April October 28, 20041997 among Xxxxxx Brothers Inc., Xxxxxxx, Sachs & Co., the Company and the Guarantor, and in the Officers' Certificate dated October 28, 1997, executed by the Company and the Guarantor, copies of which you have previously received, are herein incorporated by reference (except for provisions that relate to securities other than Offered Securities designated herein) in their entirety and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein, except that if any term defined in such document is otherwise defined herein, the definition set forth herein shall control. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Please confirm your agreement by having an authorized officer sign a copy of this Agreement as of the date first set forth above in the space set forth below. Very truly yours, CITIGROUP GLOBAL MARKETS INC. Acting on behalf of itself and the several Underwriters named herein X.X. XXXXXX SECURITIES INC. BANC OF AMERICA SECURITIES LLC CREDIT SUISSE FIRST BOSTON LLC By: Citigroup Global Markets Inc. By: /s/ Xxxxxxx Xxxxx ------------------------ Name: Xxxxxxx Xxxxx Title: Vice President CENTEX CORPORATION By: /s/ Xxxx X. Xxxx ---------------------- Name: Xxxx X. Xxxx Title: Vice President & Treasurer CENTEX CORPORATION UNDERWRITING AGREEMENT STANDARD PROVISIONS (DEBT SECURITIES) April 28, 2004 From time to time, Centex Corporation, a Nevada corporation (the "Company"), may enter into one or more underwriting agreements that provide for the sale of designated securities to the several underwriters named therein. The standard provisions hereof set forth herein may be incorporated by reference in any such underwriting agreement (an "Underwriting Agreement"). The Underwriting Agreement, including the provisions hereof incorporated therein by reference, is herein sometimes referred to as this "Agreement". Terms defined in the Underwriting Agreement are used herein as therein defined.. The Company agrees to be bound by the provisions of Section 5(i) of the Underwriting Agreement. Payment for the Offered Securities shall be made to or upon the order of the Company on the Closing Date or the Option Closing Date, as the case may be, by wire transfer in immediately available funds. Please accept this offer by signing a copy of this Terms Agreement in the space set forth below. Very truly yours, Accepted on October 28, 1997 THERMOTREX CORPORATION XXXXXX BROTHERS INC. XXXXXXX, SACHS & CO. By: /s/ Xxxxx X. Xxxxxx ______________________ Name: Xxxxx X. Xxxxxx Title: Vice President, Finance By: XXXXXX BROTHERS INC. THERMO ELECTRON CORPORATION By: /s/ Xxxxx Xxxxxx By: /s/ Xxxx X. Xxxxx __________________________ ______________________ Name: Xxxxx Xxxxxx Name: Xxxx X. Xxxxx Title: Associate, Investment Title: Vice President Banking EXHIBIT A --------- LIST OF UNDERWRITERS