**TABLE OF CONTENTS**           **Page**1. Definitions  2 2. Asset Transfer; Contribution of Transferred Subsidiary Member Interests; Retained Assets  11 3. Contributed Stipulated Value  11 4. Assumed Liabilities; Retained Liabilities  12 5. Conditions to the Company’s Acceptance of the Contribution of the Transferred SubsidiaryMember Interests  12 6. Indemnity for Failure to Satisfy the Conditions; Put  13 7. Condition to Centex’s Contribution of the Transferred Subsidiary Member Interests  14 8. Inspection Rights of the Company; Condition of the Properties  15 9. Title  16 10. Assignment of Contracts; Consents  16 11. Operating Covenants; Other Covenants  17 12. Closing of the Asset Transfer  22 13. Closing of the Transferred Subsidiary Member Interests Contribution; Closing Actions  23 14. Closing Costs and Prorations  24 15. Condemnation  25 16. Centex Representations  25 17. Contribution Date Representations Certificate  31 18. Assignment; Successors and Assigns  31 19. Survival; Indemnification  31 20. Dispute Resolution  33 21. Notices  33 22. Entire Agreement  34 23. Severability  34 24. Waivers  34 25. Construction  34 26. Performance Due On Day Other Than Business Day  35 27. Counterparts  35 28. Governing Law  35 29. Brokerage  35 30. Parties in Interest  35    Exhibit A-1 Legal Descriptions of the PropertiesExhibit A-2 Schedule of Retained AssetsExhibit A-3 Schedule of Retained LiabilitiesExhibit A-4 Schedule of Specified Transferred AssetsExhibit A-5 Schedule of Specified Transferred LiabilitiesExhibit A-6 Schedule of Transferred Subsidiaries and Corresponding ProjectsExhibit A-7 Schedule of Contributed LotsExhibit B [Intentionally Left Blank]Exhibit C Project Summaries References
 

 
   Exhibit D-1 Schedule of Title Insurance Underwriters for the Title PoliciesExhibit D-2 Schedule of Performance Bonds and Letters of CreditExhibit D-3 Schedule of Division individuals for each Project for “Knowledge of Centex”Exhibit D-4 Schedule of Survey Standards by ProjectExhibit D-5 Plant 51 DepositsExhibit E-1 [Intentionally Left Blank]Exhibit E-2 Form of Assignment and Bill of SaleExhibit E-3 Form of Non-Foreign CertificateExhibit E-4 Form of Transferred Subsidiary Member Interests AssignmentExhibit E-5 Form of Transferred Subsidiary AgreementExhibit F State Specific Provisions in Respect of the Projects or their ContributionExhibit G Claim Procedures
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**CONTRIBUTION AGREEMENT**     This Contribution Agreement (this “**Agreement**”) is entered into as of March 29, 2008 (the"**Effective Date**”) by and between Corona Real Estate Holding Company, L.L.C., a Delaware limitedliability company (the “**Company**”), and Centex Homes, a Nevada general partnership (“**Centex**”) withreference to the following facts:     A. Prior to the Asset Transfer, Centex owned or owns the Assets other than Plant 51 andEastgate.     B. Plant 51 is owned by Plant 51 LLC (“**Plant 51 Sub**”) and Eastgate is owned by EG DevelopmentLLC (“**Eastgate Sub**”).     C. Centex has formed the Newly Formed Transferred Subsidiaries for the purposes of acquiringthe Assets (other than Plant 51 Sub and Eastgate Sub and other related Assets) from Centex anddeveloping the Properties.     D. Centex has formed the Company to, among other things, acquire all of the TransferredSubsidiary Member Interests.     E. Centex wishes to (1) first, contribute to each Newly Formed Transferred Subsidiary aProperty and related other Assets and (2) second, contribute to the Company all of the TransferredSubsidiary Member Interests on the terms and conditions set forth in this Agreement. The Companywishes to acquire from Centex all of the member interests in the Transferred Subsidiaries, on theterms and conditions set forth in this Agreement.     F. As of the Effective Date, Centex and Corona Associates, LLC, a Delaware limited liabilitycompany (“**Investor**”), have entered or will enter into that certain Amended and Restated LimitedLiability Company Agreement (the “**Purchaser LLC Agreement**”) for Corona Land Company, LLC(“**Purchaser**”). As of the Effective Date, Purchaser is entering into the Member Interests PurchaseAgreement with Centex pursuant to which Centex agrees to sell, and Purchaser agrees to buy, all ofthe member interests in the Company at the Member Interests Purchase Closing. At the MemberInterests Purchase Closing, pursuant to the terms of the Purchaser LLC Agreement, Centex andInvestor will contribute sufficient funds to Purchaser to acquire 100% of the member interests inthe Company for the Contribution Date Member Interests Purchase Price.     G. At the Member Interest Purchase Closing immediately following the contribution of theTransferred Subsidiary Member Interests by Centex to the Company, Purchaser will make a cashpayment to Centex pursuant to the terms of the Member Interests Purchase Agreement equal to theContribution Date Member Interests Purchase Price to acquire all of the member interests in theCompany.
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**AGREEMENT**     NOW THEREFORE, for and in consideration of the covenants and agreements herein contained, andother good and valuable consideration, the receipt and sufficiency of which are herebyacknowledged, the Parties intending to be legally bound, agree as follows:     **1. Definitions.**     (a) “**Adjustments**” is defined in the Member Interests Purchase Agreement.     (b) “**Affiliate**” means, with respect to any Person, any other Person directly or indirectlyControlling, Controlled by or under common Control with such Person; provided, however, that forpurposes of this Agreement, Purchaser shall not be deemed an Affiliate of Centex.     (c) “**Agreement**” is defined in the preamble.     (d) “**Assets**” means, collectively, as of the Contribution Date, but excluding the RetainedAssets, (a) the Projects; (b) the right, title and interest of Centex in and to all utilities,sewage treatment capacity and water capacity, if any, which will serve the Projects; (c) rights toprepaid expenditures and deposits and reimbursements from Governmental Authorities, FinancingDistricts and other Persons related to the Projects, including in respect of utilities andconnection fees; (d) the Assigned Contracts; and (e) any other tangible or intangible personalproperty related to the Projects.     (e) “**Asset Transfer**” is defined in Section 2(a).     (f) “**Asset Transfer Date**” is defined in Section 2(a).     (g) “**Assigned Contracts**” is defined in Section 10(a).     (h) “**Association**” means, as to each Project where applicable, the legal Entity formed tocontrol aspects of the development, management and operation of a subdivision in which a Project islocated, (including where applicable a master association and the applicable Sub-Association).     (i) “**Association Document**” is defined in Section 16(l).     (j) “**Authorized Action**” is defined in Section 11(a).     (k) “**Baseline Date**” means February 29, 2008.     (l) “**Bill of Sale**” is defined in Section 12(a).     (m) “**Business Day**” means any day that is not a Saturday, Sunday or a legal holiday on whichcommercial banks are closed in Dallas, Texas.     (n) “**Centex**” is defined in the preamble.
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     (o) “**Centex Indemnification Basket**” is defined in Exhibit G.     (p) “**Centex Indemnification Cap**” is defined in Exhibit G.     (q) “**Centex Security Instruments**” means performance bonds and standby letters of credit forvarious obligations in connection with the development of the Projects.     (r) “**Claim**” means any suit, proceeding, investigation, demand, claim, cause of action or chosein action, right of recovery or right of set-off.     (s) “**Claim Notice**” is defined in Exhibit G.     (t) “**Closing**” is defined in Section 2(b).     (u) “**Company**” is defined in the preamble.     (v) “**Condition**” and “**Conditions**” are defined in Section 6(a).     (w) “**Condition Indemnity**” is defined in Section 6(a).     (x) “**Condition Not Satisfied Notice**” is defined in Section 6(d).     (y) “**Condition Satisfaction Period**” is defined in Section 6(c).     (z) “**Consents**” means any material consent, authorization or approval required in connectionwith the contribution of the Assets to the Transferred Subsidiaries, the contribution of theTransferred Subsidiary Member Interests to the Company or the sale of the member interests in theCompany to the Purchaser under any Entitlement or any Assigned Contract.     (aa) “**Contract**” means any binding agreement, contract, instrument, lease or undertaking of anykind or character, oral or written, to which an Owner is a party that creates rights or obligationswith respect to a Project.     (bb) “**Contributed Lots**” means the Lots that are part of the Properties that are beingcontributed as part of the Assets, the number of which for each Property is set forth inExhibit A-7.     (cc) “**Contribution Date**” is defined in Section 2(b).     (dd) “**Contribution Date Member Interests Purchase Price**” is defined in Section 3(b).     (ee) “**Contribution Date Representations Certificate**” is defined in Section 17.     (ff) “**Control**” (including its correlative meanings “controlled by” and “under common controlwith”) means the possession, directly or indirectly, of the power to direct orcause the direction of the management or policies of an Entity, whether through the ownershipof interests, by contract or otherwise.
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     (gg) “**Cost-Sharing Arrangements**” is defined in Section 16(s).     (hh) “**Data Site**” means the “Project Corona” Workspace on Intralinks.com, as last updated on orbefore noon, CST, March 24, 2008, except (1) as to Title Commitments (and related title documents),Surveys and Environmental Reports, which may be uploaded at any time prior to the Closing and (2)all documents on the Data Site under the heading “Additional Documents Requested During DueDiligence” will be deemed to have been not included on the Data Site.     (ii) “**Deeds**” is defined in Section 12(a).     (jj) “**Disclosure Schedule**” means that disclosure schedule delivered by Centex to the Companyconcurrently with the execution of this Agreement, setting forth items for which disclosure isnecessary or appropriate as an exception to one or more representations or warranties containedherein; provided, however, that the inclusion of an item in the Disclosure Schedule as an exceptionto a representation or warranty shall not be deemed an admission by Centex that such itemrepresents a material exception or fact, event or circumstance with respect to Centex. Adisclosure against any representation or warranty is a disclosure against all representations andwarranties.     (kk) “**Dwelling**” means a single family home, town home, condominium unit or other residentialunit that is permitted by the Entitlements to be constructed within a Project.     (ll) “**Eastgate**” means the Project known to Centex as Eastgate, located in Loudon County,Virginia.     (mm) “**Eastgate Sub**” is defined in the Recitals.     (nn) “**Effective Date**” is defined in the preamble.     (oo) “**Encumbrance**” means any lien (statutory or otherwise), mortgage, deed of trust, pledge,lease, hypothecation, assignment, charge, security interest, option to purchase, easement,restrictive covenant, right of first refusal, deposit arrangement, preemptive right, adverse claimor right, restriction on transfer, encroachment, conditional sale or other title retentionagreement, or any other encumbrance or restriction, whether voluntarily incurred or arising byoperation of law.     (pp) “**Entity**” means any partnership (including any limited partnership, limited liabilitylimited partnership and limited liability partnership), corporation, limited liability company,trust, joint venture, association, joint stock company, trustee, estate, unincorporatedorganization, real estate investment trust, business trust, Governmental Authority or other legalentity.     (qq) “**Entitlements**” means discretionary material approvals, consents, certificates, licenses,permits, entitlements (including required easements) and other authorizations from eachGovernmental Authority or other Person having or asserting jurisdiction as are necessary forthe (a) ownership, use and operation of the existing improvements located at the Properties, and(b) the development of the Properties in accordance with the Development Plans including (to the
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extent falling within the foregoing definition) zoning, land use and environmental entitlements andpermits, flood plain map amendments, preliminary/tentative plats or maps, final plats or maps.     (rr) “**Environmental Law**” means any applicable Law in effect and, in each case, as amended asof or prior to the Contribution Date relating to or concerning the protection of the environment,natural resources, human health, or environmental quality including those relating to the presence,use, production, generation, handling, transportation, treatment, storage, disposal, distribution,labeling, testing, processing, discharge, release, threatened release, control, or cleanup of anyHazardous Materials, substances or wastes, chemical substances or mixtures, pesticides, pollutants,contaminants, toxic chemicals, petroleum products or byproducts, asbestos, polychlorinatedbiphenyls or radiation (including the Comprehensive Environmental Response, Compensation andLiability Act (42 U.S.C. § 9106 et seq.), the Hazardous Materials Transportation Act (49 U.S.C.App. § 1801 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. § 6901 ester.), theClean Water Act (33 U.S.C. § 1251 ester.), the Clean Air Act (42 U.S.C. § 7401 ester.), the ToxicSubstances Control Act (15 U.S.C. § 2601 ester.), and the Federal Insecticide, Fungicide, andRodenticide Act (7 U.S.C. § 136 ester.), as each has been amended and regulations promulgatedpursuant thereto).     (ss) “**Environmental Reports**” means the most recent “Phase 1” and if applicable otherenvironmental reports for each Project that have been posted on the Data Site prior to theEffective Date and any environmental report provided by Centex pursuant to Section 6.     (tt) “**Financing District**” means any public or quasi-public body that is established to financeutility, road, transportation, school and certain other infrastructure and improvement coststhrough the sale of bonds which are repaid through assessments on land within the FinancingDistrict.     (uu) “**Future LD Spend Schedule**” means for each Project, the “Future LD Spend” cash flowschedule posted to the Data Site on February 24, 2008.     (vv) “**Governmental Authority**” means any court, government (federal, state, local, foreign ormultinational), department, commission, board, bureau, agency, official or other regulatory,administrative, authority or political subdivision thereof.     (ww) “**Governmental Order**” means any order, writ, injunction, decree, award, judgment or rulingentered by or with any Governmental Authority.     (xx) “**Hazardous Materials**” means any substance that is listed, defined, designated, orclassified as, or otherwise determined to be, hazardous, radioactive, or toxic or a pollutant or acontaminant under or pursuant to any Environmental Law.     (yy) “**Improvements**” means, for each Project to the extent applicable, storm water drainage,wastewater and sewer, other utilities, roads, paving, landscaping and other infrastructure, and anyrecreation center, pool, park, playground or other amenity or entry gatesand other entrance improvements from time to time constructed within a Project and that areowned by Centex prior to the Contribution Date or by the Company following the Contribution Date.With respect to the Project identified on Exhibit A-1 as Plant 51, Improvements also
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include the Dwellings listed for Plant 51 as listed on Exhibit A-1 in their state ofcompletion as of the relevant date.     (zz) “**Incurred Ownership Development Costs**” is defined in the Member Interests PurchaseAgreement.     (aaa) “**Indebtedness**” means promissory notes, bonds, indentures and any other obligation torepay borrowed money that is secured in whole or in part by the Assets, other than indebtednesswith respect to the Centex Security Instruments and other indebtedness with respect to FinancingDistricts.     (bbb) “**Indemnified Party**” is defined in Section 19(c).     (ccc) “**Indemnifying Party**” is defined in Section 19(c).     (ddd) “**Individual Claim Threshold**” is defined in Exhibit G.     (eee) “**Interest Rate**” means annual rate of interest published in *The Wall Street Journal*fromtime to time as the “Prime Rate” for JPMorgan Chase, N.A., plus 2%. If *The Wall Street Journal*ceases to publish the “Prime Rate” for JPMorgan Chase, N.A., but publishes the “Prime Rate” foranother financial institution, the “Prime Rate” shall be such rate as published in *The Wall StreetJournal*. If *The Wall Street Journal*ceases to publish a “Prime Rate”, the parties shall select anequivalent publication that publishes such “Prime Rate.”     (fff) “**Investor**” is defined in the Recitals.     (ggg) “**Investor Knowledge Persons**” means Chris Mahowald, Steve Millham, Steve Heath, JoshDapice, Tony Koeijmans and Ryland Lucie.     (hhh) “**Investor Representative**” means Chris Mahowald.     (iii) “**IRC**” means the Internal Revenue Code.     (jjj) “**Knowledge of Centex**,” “**Centex’s Knowledge**” and words of similar import mean the currentactual knowledge of David Barclay and Donald Westfall and as to each Project, the correspondingperson listed on Exhibit D-3 listed for such Project, and shall not be construed, byimputation or otherwise, to refer to the knowledge of any Affiliate or to any other officer,manager, or employee of Centex or any Affiliate thereof or to impose upon such individuals any dutyto investigate the matter to which such actual knowledge or absence thereof pertains.     (kkk) “**Law**” means any federal, state or local statute, code, regulation, rule or ordinanceapplicable to a Person or its assets, liabilities or business.     (lll) “**Lompoc Seller**” means LD/L-DS Venture Lompoc, LLC.     (mmm) “**Lompoc Sub**” means Lompoc Seabreeze LLC, one of the Transferred Subsidiaries.
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     (nnn) “**Loss**” means any damage, injury, loss, debt, penalty, fine, award, judgment, liability,cost and/or expenses resulting from any Claim (including damages, injuries, losses, debts,penalties, fines, awards, judgments, fees, liabilities, costs and expenses (including reasonableattorneys’, accountants’ and other professionals’ fees, costs and expenses incurred ininvestigating, preparing and/or defending any Claim). “**Loss**” includes actual damages only and doesnot include any lost profit, consequential, special, punitive or exemplary damage.     (ooo) “**Lots**” means individually platted lots within a Project on which individual Dwellingsare permitted or intended to be constructed.     (ppp) “**Material Adverse Effect**” means any change, event, effect, fact or circumstance that isor is reasonably likely to be material and adverse to the ownership, use, value and/or developmentof, as applicable, any individual Project or to the Projects taken as a whole, provided, however,that “**Material Adverse Effect**” does not include the impact of (a) changes in the economy orresidential property market of, as applicable, the United States or the competitive market area inwhich a Project is located, (b) changes in generally accepted accounting principles, (c) changes inLaw, and/or (d) Authorized Actions.     (qqq) “**Material Contract**” means any Contract that (1) obligates an Owner to make payments, orobligates an Owner to perform work or provide services in either case requiring a total expenditureby the Owner in excess of $100,000; (2) provides for total payment to an Owner in excess of$100,000; or (3) which is an Option.     (rrr) “**Member Interests Purchase Agreement**” means the Agreement dated as of the Effective Datebetween the Purchaser, as purchaser, and Centex, as seller, pursuant to which the Purchaser willacquire 100% of the member interests in the Company at the Member Interests Purchase Closing.     (sss) “**Member Interests Purchase Closing**” means the consummation of the purchase by thePurchaser of 100% of the member interests in the Company from Centex in consideration of paying incash in the amount of the Contribution Date Member Interests Purchase Price.     (ttt) “**Miramonte Barker Tracts**” is defined in Exhibit A-3.     (uuu) “**Miramonte Construction License**” is defined in Exhibit A-3.     (vvv) “**Miramonte Option Agreement**” is defined in Exhibit A-3.-     (www) “**Newly Formed Transferred Subsidiaries**” means all of the Transferred Subsidiaries otherthan Plant 51 Sub and Eastgate Sub.     (xxx) “**Obtained Entitlements**” is defined in Section 16(i).     (yyy) “**Option Agreements**” means those certain Option Agreements dated as of the Effective Datebetween certain of the Transferred Subsidiaries as Developer and Centex as Builder.
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     (zzz) “**Organizational Documents**” means, with respect to any Entity, its certificate orarticles of incorporation, certificate or articles of limited partnership or organization andbylaws, charter, operating agreement, shareholder agreements, regulations, partnership agreement,trust agreement and similar organizational charter or agreement and all other organizationaldocuments, in each case, as amended and/or restated as of the Contribution Date.     (aaaa) “**Other Transaction Documents**” means the Purchaser LLC Agreement, the Member InterestsPurchase Agreement, the Property Services Agreement and the Option Agreements.     (bbbb) “**Owner**” means Centex and the Transferred Subsidiaries.     (cccc) “**Parties**” means Centex and the Company, with each sometimes being referred to as a"**Party**.”     (dddd) “**Permitted Encumbrances**” means, with respect to each Property, (a) all matters shown asexceptions in the Title Commitment for such Property; (b) other exceptions shown on the Survey forsuch Property, or recorded subdivision maps and or plats that are referenced in the TitleCommitment for such Property; (c) and Permitted Tax Liens.     (eeee) “**Permitted Tax Liens**” means (a) liens securing the payment of taxes other than incometaxes which are either not delinquent or those disclosed in the Disclosure Schedule as beingcontested in good faith by appropriate proceedings for which the Company has received prorationcredit pursuant to Section 14(c), and (b) liens for current taxes not yet payable.     (ffff) “**Person**” means any individual or any Entity.     (gggg) “**Planned Community Names**” is defined in Section 11(e).     (hhhh) “**Plant 51**” means the Project known to Centex as “Plant 51” or “Fifty-One” located inSan Jose, California.     (iiii) “**Plant 51 Sub**” is defined in the Recitals.     (jjjj) “**Prevailing Party**” is defined in Section 21.     (kkkk) “**Project**” means a Property, together with (a) all Improvements from time to timelocated thereon that are owned by Centex (prior to the Contribution Date) or the Company (after theContribution Date); and (b) the Entitlements pertaining to such Property and Improvements.     (llll) “**Project Summaries**” means the “Supplemental Questionnaires” for the Projects that arereferenced on Exhibit C.     (mmmm) “**Property**” means the land within each of the residential subdivision projects is listedon Exhibit A-1 that is owned (in the case of Plant 51 and Eastgate) or is being contributedto a Transferred Subsidiary, as more fully described by metes and bounds in the corresponding TitleCommitment, together with the right, title and interest in Centex in and to all
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strips, gores,easements, streets, alleys and other rights-of-way adjacent to such land, and rights appurtenant tosuch land, other than Retained Assets.     (nnnn) “**Property Services Agreement**” means that certain Property Services Agreement enteredinto between the Company on behalf of itself and the Transferred Subsidiaries and Centex as ServiceProvider dated as of the Effective Date.     (oooo) “**Purchaser**” is defined in the Recitals.     (pppp) “**Purchaser LLC Agreement**” is defined in the Recitals.     (qqqq) “**Recognized Environmental Condition**” is defined by ASTM Standard E 1527-05.     (rrrr) “**Reserve at Mayflower**” means the Project known to Centex as the “Mayflower” projectlocated in Thousand Oaks, California.     (ssss) “**Reserve at Mayflower SPA**” is defined in Exhibit A-5.     (tttt) “**Retained Assets**” is defined in Section 2(d). Exhibit A-2 states theRetained Assets.     (uuuu) “**Retained Liabilities**” means Claims (actual or potential) that Centex retains for itsown account and are not assumed by the Company. Exhibit A-3 states the RetainedLiabilities of Centex.     (vvvv) “**Riverpark**” means the Project included in the master planned community known asRiverpark located in Oxnard, California.     (wwww) “**Riverpark Development Agreement**” means that certain Development Agreement dated as ofAugust 27, 2002, by and between the City of Oxnard, Riverpark A, LLC and Riverpark B, LLC.     (xxxx) “**Riverpark JV Agreement**” means the limited liability company agreement for theRiverpark Joint Venture, as amended.     (yyyy) “**Riverpark Joint Venture**” means Riverpark Legacy LLC.     (zzzz) “**Riverpark LD Date**” is defined in Section 11(f).     (aaaaa) “**Riverpark Purchase Agreement**” means that certain Purchase and Sale Agreement dated asof June 23, 2005, among Centex Homes, Riverpark A, L.L.C., Riverpark B, L.L.C. and Riverpark LegacyLLC, as amended by that certain First Amendment to Purchase and Sale Agreement dated as of November28, 2005, that certain Second Amendment to Purchaseand Sale Agreement dated as of April 26, 2006, that certain Third Amendment to Purchase andSale Agreement dated as of November 27, 2006, that certain Fourth Amendment to Purchase and SaleAgreement dated as of December 22, 2006, that certain Fifth Amendment to Purchase and Sale
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Agreement dated as of August 29, 2007, that certain Sixth Amendment to Purchase and Sale Agreementdated as of January 10, 2008 and as the same may be further amended, subject to and in accordancewith the limitations of Section 11(f).     (bbbbb) “**Riverpark Sub**” means Corona Riverpark LLC, one of the Transferred Subsidiaries.     (ccccc) “**Shea**” means Shea Properties II, LLC.     (ddddd) “**Survival Period**” is defined in Section 19(a).     (eeeee) “**Survey Standard**” means (i) with respect to all Properties a survey that satisfies, inall material respects, the 2005 Minimum Standard Detail Requirements for Class A ALTA/ACSM LandTitle Surveys, as adopted by the American Land Title Association and National Society ofProfessional Surveyors, certified with the Table A items as set forth for each Property inExhibit D-4.     (fffff) “**Surveys**” is defined in Section 9(a).     (ggggg) “**Tierra Del Rio Joint Development Agreement**” is defined in Exhibit A-2.     (hhhhh) “**Third Party Claim**” is defined in Exhibit G.     (iiiii) “**Title Commitment**” means the commitment for the issuance of an ALTA Form B Owner’sTitle Insurance Policy, with extended coverage (or other form as required based on state lawrequirements with respect to the applicable Property) issued by the Title Company as of theContribution Date relating to a Property as most recently marked by Investor’s counsel prior to theEffective Date provided such markups reflect commercially reasonable positions consistent withunderstandings agreed between the Parties.     (jjjjj) “**Title Company**” means Commerce Title Insurance Company, 2828 N. Harwood, 11th Floor,Dallas, Texas 75201, Attention: Andy Lydick, Phone: (214) 758-7444, E-mail:andy.lydick@titlemail.com.     (kkkkk) “**Title Policies**” is defined in Section 9(d).     (lllll) “**Title Policy Underwriter**” means the underwriter for the Title Policy applicable toeach Project as referenced on Exhibit D-1.     (mmmmm) “**Transferred Centex Property**” is defined in Section 11(c).     (nnnnn) “**Transferred Subsidiaries**” means the Entities referenced on Exhibit A-6.     (ooooo) “**Transferred Subsidiary Member Interests**” means as to each Transferred Subsidiary, onehundred percent (100%) of the member interests in such Transferred Subsidiary.
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     (ppppp) “**Transferred Subsidiary Member Interest Assignment**” is defined in Section12(a);     (qqqqq) “**Unadjusted Contributed Stipulated Value**” is defined in Section 3(a).     (rrrrr) “**Unsatisfied Condition Property**” is defined in Section 6(a).     (sssss) “**Unsatisfied Condition Property Member Interests Re-transfer Date**” is defined inSection 6(e).     (ttttt) “**Warranty Claim**” is defined in Exhibit G.     **2. Asset Transfer; Contribution of Transferred Subsidiary Member Interests; Retained Assets.**     (a) On or prior to the Contribution Date, Centex will cause the Assets constituting a Projectand any other Assets pertaining to such Project to be conveyed and transferred to the correspondingNewly Formed Transferred Subsidiaries listed on Exhibit A-5 other than Plant 51 and anyother Assets pertaining to Plant 51 and Eastgate and any other Assets pertaining to Eastgate, whichwill not be transferred (the “**Asset Transfer**”; the date on which the Asset Transfer occurs iscalled herein the “**Asset Transfer Date**”). Centex will perform the acts and deliver the documents,and will cause the Newly Formed Subsidiaries to perform the acts and deliver the documents,specified in Section 12 in connection with the Asset Transfer.     (b) Subject to Section 5(d) and other terms and conditions of this Agreement, on adate selected by the Parties, which date (the “**Contribution Date**”) will be on or prior to March 31,2008, Centex shall contribute (or cause to be contributed) to the Company and the Company shallacquire the Transferred Subsidiary Member Interests. The closing of the contribution (the"**Closing**”) will, unless otherwise agreed by the Parties, take place at the offices of Baker BottsL.L.P., 2001 Ross Avenue, Dallas, Texas 75201, at 11:00 A.M. on the Contribution Date.     (c) Whether or not such assets would otherwise fall within the definition of Assets under thisAgreement, the Assets contributed to the Newly Formed Transferred Subsidiaries will include therights specified on Exhibit A-4.     (d) Centex is to retain, and the Assets contributed will not include, cash, bank accounts,certain cash escrows, certain reimbursement rights and certain other assets and rights pertainingto certain of the Projects if and to the extent as listed on Exhibit A-2 (the “**RetainedAssets**”).     **3. Contributed Stipulated Value.**     (a) The stipulated value of the Assets as of the Baseline Date is $161,162,117 (the"**Unadjusted Contributed Stipulated Value**”). The Unadjusted Contributed Stipulated Value will beadjusted for the prorations to be made pursuant to Section 14. The Unadjusted ContributedStipulated Value, adjusted by the prorations, is called herein the “**Contribution Date MemberInterests Purchase Price**.”
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     (b) Pursuant to the Member Interests Purchase Agreement, the Purchaser will acquire 100% ofthe member interests from Centex for the Contribution Date Member Interests Purchase Price. TheMember Interests Purchase Agreement provides for adjustments in the Contribution Date MemberInterests Purchase Price for reconciliation of the March, 2008, projected Incurred OwnershipDevelopment Costs compared to the actual Incurred Ownership Development Costs for March, 2008.     **4. Assumed Liabilities; Retained Liabilities.**     (a) The Retained Liabilities will be and remain the sole responsibility of Centex.     (b) Without limiting Centex’s express indemnification obligations under Section 19,Section 6 and other provisions of this Agreement, the Transferred Subsidiaries shall assumeall Claims and obligations of the Owners with respect to the Assets, fixed or contingent,liquidated or unliquidated, and whether arising before or after the Contribution Date.     (c) Without limiting the generality of Section 4(b), the liabilities assumed by theTransferred Subsidiaries include those items specifically listed on Exhibit A-5.     **5. Conditions to the Company’s Acceptance of the Contribution of the Transferred SubsidiaryMember Interests.**     The Company’s obligation to accept the contribution of the Transferred Subsidiary MemberInterests on the Contribution Date is subject to the following conditions, which may be waived byInvestor, on behalf of the Company in its sole discretion:     (a) Centex’s representations contained in Section 16 of this Agreement being correctin all material respects as of the Contribution Date;     (b) The Asset Transfer having taken place;     (c) Centex being prepared to deliver all of the items required to be delivered by it pursuantto Section 13(a);     (d) Centex performance in all material respects of all of its covenants under this Agreementthat are to be performed at or before Closing;     (e) The Title Company being irrevocably and unconditionally committed to issue the TitlePolicies on the Contribution Date, subject only to the Permitted Encumbrances;     (f) Surveys meeting the Survey Standard being delivered for each of the Properties;     (g) Centex delivering an Environmental Report for each Property on or before the EffectiveDate;     (h) No order or injunction restraining or preventing the transactions contemplated by thisAgreement shall be in effect, and no action, suit or proceeding challenging the transactionscontemplated by this Agreement shall be pending before any court or government agency or be overtlythreatened by any government agency; and
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     (i) At no time on or before the Contribution Date has any of the following been done by,against or with respect to Centex: (1) the commencement of a case under Title 11 of the U.S. Code,as now constituted or hereafter amended, or under any other applicable federal or state bankruptcylaw or other similar law; (2) the appointment of (or a proceeding to appoint) a trustee or receiverfor the benefit of creditors with respect to any of the Properties; (4) a general assignment forthe benefit of creditors for any of the Properties; or (5) a dissolution or liquidation.     **6. Indemnity for Failure to Satisfy the Conditions; Put.**     (a) If not all of the conditions set forth in Section 5 (collectively, the"**Conditions**” and, each, a “**Condition**”) are satisfied as to one or more of the Projects, then,except with respect to the Condition in Section 5(c), 5(d) (but only with respect toSection 13(a)(i) and (ii)), 5(i) and 5(j), as to which the followingprovisions do not apply, (i) any Project and related Assets as to which Conditions are notsatisfied on the Contribution Date (each such Property, an “**Unsatisfied Condition Property**”) will,nonetheless be contributed on the Contribution Date, (ii) there shall be no adjustment to theAdjusted Contributed Stipulated Value based on the failure to satisfy any Condition and (iii)subject to Section 6(d), Centex shall indemnify, defend and hold the Company harmless (the"**Condition Indemnity**”) from any Claims and Losses arising from the facts and circumstancesresulting in the applicable Condition not being satisfied, as more particularly defined withrespect to certain types of Conditions in Section 6(b).     (b) If the unsatisfied Condition relates to the failure of Centex to:      (i) provide a Title Policy and/or a Survey meeting the Survey Standard for a Property, thenthe Condition Indemnity will apply until a Title Policy reasonably satisfactory to Investor andSurvey meeting the Survey Standard is delivered to the Company that is subject only to PermittedEncumbrances for such Property. The Condition Indemnity will provide indemnification againstClaims or Losses arising from any Encumbrance in respect of such Property that have asignificant adverse impact on an Owner’s ability to execute its business plan with respect tothat Property that is not a Permitted Encumbrance unless such Encumbrance is disclosed pursuantto the Disclosure Schedule.      (ii) deliver an Environmental Report for the Property on or before the Effective Date, thenthe Condition Indemnity will apply until an Environmental Report for the Property is deliveredthat does not indicate a Recognized Environmental Condition on that Property. The ConditionIndemnity will provide indemnification against Claims or Losses arising from RecognizedEnvironmental Conditions that have a significant adverse impact on an Owner’s ability to executeits business plan with respect to that Property, unless such Recognized Environmental Conditionis disclosed pursuant to the Disclosure Schedule.     (c) Centex will use commercially reasonable efforts to satisfy the Conditions within ninety(90) days after the Contribution Date (the “**Condition Satisfaction Period**”) and will immediatelynotify the Company in writing when a Condition is satisfied. If the Conditions are satisfiedwithin the Condition Satisfaction Period as to an Unsatisfied Condition Property, or suchConditions are waived by the Company, then the Condition Indemnity with respect to such applicableCondition is satisfied or waived but shall continue in full force and effect as to any
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Claim orLoss that is covered by the Condition Indemnity and is asserted prior to the date that thecondition is satisfied or waived.     (d) If, at the expiration of the Condition Satisfaction Period the Condition is not satisfied,or on such earlier date when Centex determines that the Condition will not be satisfied within theCondition Satisfaction Period, any of the Conditions remain unsatisfied, then Centex shall sonotify the Company (the “**Condition Not Satisfied Notice**”). The Company shall have the option, bywritten notice to Centex given within ten (10) days after Centex’s delivery of the Condition NotSatisfied Notice or if no Conditioned Not Satisfied Notice is given, then within five (5) daysafter the expiration of the Condition Satisfaction Period to either (i) waive the Condition or (ii)obligate Centex to purchase from the Company 100% of the Transferred Subsidiary Member Interestsfor the Transferred Subsidiary that owns the Unsatisfied Condition Property. If the Company failsto timely make an election, it will be deemed to have elected the option in clause (i). If theCompany timely elects to obligate Centex to purchase the Transferred Subsidiary Member Interestsfor a Transferred Subsidiary that owns an Unsatisfied Condition Property, then the Company willsell and Centex will buy such Transferred Subsidiary Member Interests on the date which is fifteen(15) days after the Company’s delivery of its election notice, or such earlier or later date as theParties may agree (the “**Unsatisfied Condition Property Member Interests Re-transfer Date**”). Centexwill pay to the Company, on the Unsatisfied Condition Property Member Interests Re-transfer Date,by wire transfer in immediately available funds, an amount equal to (1) the stipulated value ofsuch Unsatisfied Condition Property, as such value is set forth on Exhibit A-1, subject toadjustment for (A) the Final Investment Adjustments, as such term is defined in the MemberInterests Purchase Agreement and (B) the prorations applicable to such Unsatisfied ConditionProperty made on the Contribution Date pursuant to Section 14 increased, in the case ofboth (A) and (B), by an interest factor equal to 17.5% per annum, compounded quarterly. TheCompany will deliver to Centex on the Unsatisfied Condition Member Interests Re-transfer Date aTransferred Subsidiary Member Interest Assignment with respect to such Transferred SubsidiaryMember Interests, which will warrant that all such member interests are sold free and clear of anyencumbrance. Centex will be responsible for any transfer taxes and all third-party closing costsrelated to such transfer.     (e) This Section 6 shall survive Closing. The provisions of Section 19 (otherthan those related to time limitations as set forth in Section 19(a)) and Exhibit G(other than the provisions of Paragraph 3 thereof relating to Warranty Claims) shall applyto the Condition Indemnity. If the existence of the unsatisfied Condition also gives rise to abreach of representation or warranty under Article 16, the Company may assert a WarrantyClaim with respect to such matter (subject to all conditions and limitations of this Agreement) inaddition to is rights under this Section 6. This Section 6(e) does not limitCentex’s liability for breach of covenant under this Agreement.     **7. Condition to Centex’s Contribution of the Transferred Subsidiary Member Interests.**     (a) Centex’s obligation to contribute the Transferred Subsidiary Member Interests is subjectto there being no order or injunction restraining or preventing the transactions contemplated bythis Agreement shall be in effect, and no action, suit or proceeding challenging
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the transactionscontemplated by this Agreement shall be pending before any court or government agency or be overtlythreatened by any government agency.     (b) Centex has no obligation to proceed with the transactions contemplated hereby if theContribution Date would occur after March 31, 2008 for any reason, including Centex’s failure tosatisfy any condition precedent for either Party.     **8. Inspection Rights of the Company; Condition of the Properties.**     (a) The Company on behalf of itself and the Transferred Subsidiaries, acknowledges that,except for the representations of Centex expressly stated in Section 16 and as suchrepresentations are updated on the Contribution Date pursuant to the Contribution DateRepresentation Certificate (but without limiting representations of Centex made in the OtherTransaction Documents), neither the Company nor any Transferred Subsidiary has relied upon and willnot rely upon any statements, representations or warranties by Centex in connection with thisAgreement or the Asset Transfer or transfer of the Transferred Subsidiary Member Interests. Exceptfor the representations of Centex expressly stated in Section 16, Centex does not make anyrepresentation or warranty as to the truth, accuracy or completeness of any materials, data orinformation delivered by Centex to the Company or the Investor or its constituent owners orinvestors in connection with the transactions contemplated hereby. The Company acknowledges andagrees on behalf of itself and the Transferred Subsidiaries that all materials, data andinformation delivered by Centex to the Company in connection with the transactions contemplatedhereby are provided to the Company as a convenience only and that any reliance on or use of suchmaterials, data or information by the Company and the Transferred Subsidiaries shall be at theirsole risk, except as otherwise expressly stated herein or in the Other Transaction Documents.Except for the representations of Centex expressly stated herein, Centex shall not have anyliability to the Company or the Transferred Subsidiaries for any inaccuracy in or omission from anyreport or reports delivered by Centex to the Company.     (b) The Company has had an opportunity to conduct, and has conducted, its own studies,investigations and assessments of the Properties prior to the Effective Date. The Company maycontinue with studies, tests, investigations and assessments up to the Contribution Date. Withoutlimiting the foregoing, the Company agrees that it has conducted its own assessment of the marketvalue of the Projects and acknowledges that the market value of Projects may be greater than orless than the Unadjusted Contributed Stipulated Value, that the market value of the Properties maypositively or negatively change after the Effective Date and that the Company shall not be entitledto an adjustment of the Unadjusted Contributed Stipulated Value or any other remedy against Centexas a result of market value or market conditions.     (c) The Company agrees that, except as specifically provided in this Agreement, the Assetsshall be conveyed to the Company and the Company shall accept possession of the Assets on theContribution Date strictly on an **“AS IS, WHERE IS” AND “WITH ALL FAULTS, LIABILITIES, AND DEFECTS,LATENT OR OTHERWISE, KNOWN OR UNKNOWN”**basis, with no right of set-off or reduction in the AdjustedContributed Stipulated Value, and that, such conveyance shall be without representation or warrantyof any kind, express or implied, including any warranty of income potential, operating expenses,uses, merchantability or fitness
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for a particular purpose, and Centex hereby disclaims andrenounces any such representation or warranty, except to the extent specifically provided in thisAgreement.     **9. Title.**     (a) Centex has procured the Title Commitments from the Title Policy Underwriters for each ofthe Projects addressed to the relevant Transferred Subsidiary.     (b) Centex has provided the Company with new or updated surveys for the Properties (the"**Surveys**”), the most recent version of which are contained on the Data Site.     (c) If the Properties or any part thereof shall be subject to any monetary lien created by anyaction or inaction by Centex that is not a Permitted Encumbrance, Centex shall on or prior to theAsset Transfer Date pay the same or make other arrangements reasonably satisfactory to the Companyand Title Company to remove such lien as an exception to title.     (d) At Closing, the respective Title Policy Underwriter will furnish to each of theTransferred Subsidiaries, at Centex’s cost, 2006 ALTA Owner’s Title Insurance Policies (or othersuch reasonably comparable form of policy as required by the laws of the State in which a Propertyis located), with extended coverage, and where available a customary non-imputation endorsement andcustomary creditors’ rights endorsement in both cases reasonably satisfactory to Investor, based onthe Title Commitments (the “**Title Policies**”). Each Title Policy will be issued by the respectiveTitle Policy Underwriter and will insure an amount equal to the allocation of the UnadjustedPurchase Price as set forth on Exhibit A-7 for each Project. Each Title Policy will insurethe Transferred Subsidiary’s fee simple title to the Properties subject to no Encumbrances otherthan the Permitted Encumbrances, except that with respect to any Property in Texas (i) the printedexception relating to restrictions will be amended to describe the specific recording informationof any restrictive covenants affecting the Properties as shown onthe Title Commitment or deleted, (ii) any exception as to the rights of parties in possessionwill be deleted, at Centex’s expense, (iii) the exception relating to survey matters (if a Surveyhas been delivered to the Company in accordance with Section 9(b)) shall be limited to“shortages in area”, at Centex’s expense, and (iv) the exception as to the lien for taxes andstandby and similar fees will be limited to calendar year 2008 and subsequent years, and subsequentassessments for prior years due to change in land usage or ownership (where property taxes are paidin arrears).     (e) Centex shall deliver such standard title related affidavits (which shall be to itsKnowledge) and indemnities (which shall be limited to the acts of Centex) as are reasonablyrequested by the Title Policy Underwriters in order to issue the Title Policies consistent with theintent of the Parties and the terms of this Agreement.     **10. Assignment of Contracts; Consents.**     (a) At Closing, subject to the following provisions of this Section 10, the Assets ofthe Transferred Subsidiaries include, and the Transferred Subsidiaries will assume, all Contractsand Obtained Entitlements that the Owners entered into in the ordinary course of business, and allpermits and licenses, in connection with the ownership and development of the Projects(collectively, the “**Assigned Contracts**”). Except as identified in the Disclosure Schedule asContracts of this type that will be Assigned Contracts, Centex shall not be obligated to assign
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andthe Company shall not be obligated to assume (absent mutual agreement of the Parties) the followingtypes of Contracts:     (i) any Contract under which Centex has incurred, assumed or guaranteed any Indebtedness orany capitalized lease obligation (provided, however, this clause (i) does not apply to anyobligation evidenced by a Centex Security Instrument, any governmental tax or assessment,assessment of any Association or Financing District, obligations to Governmental Authorities inrespect of development agreements, subdivision improvement agreements or other obligations inconnection with the Projects, cost sharing or joint construction obligations or other financialobligations relating to the ownership, operation or development of the Projects);     (ii) any Contract with any Affiliate of Centex; and     (iii) for Centex Security Instruments that secure obligations with respect to a Project andother property retained by Centex, the obligations under any development agreement orsubdivision improvement agreements as they pertain to the property retained by Centex are notAssigned Contracts but instead are Retained Liabilities.Centex will be responsible for the payment of any costs incurred to assign the Contracts or obtainConsents for same (other than internal costs of the Transferred Subsidiaries, Company andInvestor). Centex shall be solely responsible for the costs to perform and/or terminate Contractsof the type that are described in clauses (i) and (ii) of this Section 10(a).     (b) For all Entitlements, and for Contracts, that require a Consent to be transferred to aTransferred Subsidiary or to effect the other transactions contemplated by this Agreement orthe Member Interests Purchase Agreement, the Entitlement or Contract will not be assigned tothe Transferred Subsidiary pending obtaining such Consent, and the failure to obtain a Consent willnot be a failure of a condition to Closing for either the Company, any Transferred Subsidiary orCentex and following the contribution of the Assets to the Transferred Subsidiaries, the Companywill, upon Closing, assume all liabilities and obligations with respect to same and pendingobtaining Consents, Centex will hold and perform such Entitlement or Contract for the benefit,cost, liability and risk of the Company and at the direction of the Company. Centex will usediligent, commercially reasonable efforts at Centex’s cost to obtain the Consent of any such thirdparty as soon as practicable, whether before or after Closing; and will cooperate with the Companyin any reasonable and lawful arrangements designed to provide all of the intended benefits to theCompany pending obtaining a Consent. When a Consent is obtained following the Contribution Date,the Contract or Entitlement in question automatically will be assigned to the Company, and eachParty following the request of the other Party will evidence such assignment in writing. ThisSection 10(b) shall survive Closing.     **11. Operating Covenants; Other Covenants.**     (a) From the Effective Date to the Contribution Date, the Owners will own and operate, andmay, to the extent Centex so elects, continue to develop, the Projects in the ordinary course ofbusiness, in a manner consistent in all material respects with the Development Plans and the FutureLD Spend Schedules except as to deferral of development activity contemplated
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thereby that Centexchooses to defer provided such deferral does not have a Material Adverse Effect on the respectiveProject. Centex will not incur any Indebtedness that is secured by any interest (direct orindirect) in the Assets. Centex may from time to time request in writing to the address for theInvestor Representative included in the “notices” section of this Agreement that the InvestorRepresentative authorize certain actions, or the incurrence of certain expenditures, that wouldbind the Company following the Contribution Date. Centex will provide an explanation of theproposed action, the rationale for the action and other information as the Investor Representativemay reasonably require to evaluate the request. All actions for which a request to proceed is madein writing and is expressly granted in writing are called herein “**Authorized Actions**.”     (b) At any time or from time to time after the Closing, each of the Parties shall, at therequest of the other Party execute and deliver any further instruments or documents and take allsuch further action as such requesting Party may reasonably request in order to evidence or effectthe consummation of the transactions contemplated hereby on the Asset Transfer Date. If Centex orthe Company determines that any Asset has not been fully and effectively transferred to the NewlyFormed Transferred Subsidiaries on the Asset Transfer Date, then in addition to the provisions ofSection 10(b) hereof in respect of Consents, the Parties will take, and the Company willcause the Newly Formed Transferred Subsidiaries to take, whatever commercially reasonable steps arenecessary to fully and effectively transfer such Asset to the relevant Newly Formed TransferredSubsidiary, including in respect of any portion of a Property that is part of other land owed byCentex and cannot be conveyed without creating a separate subdivision parcel, taking all stepsnecessary to create a lawful subdivision parcel. Pending the completion of all steps necessary totransfer an Asset to the Newly Formed Transferred Subsidiary, Centexwill hold such Asset in trust for the benefit, cost, liability and risk of the Newly FormedTransferred Subsidiary.     (c) If any Retained Asset or other land, tangible asset or intangible asset (“**TransferredCentex Property**”) that is not an Asset as defined in this Agreement is transferred to or held by aTransferred Subsidiary, then upon request by either Party, the Parties will take whatevercommercially reasonable steps are necessary to fully and effectively re-transfer the TransferredCentex Property to Centex, including in respect of any portion of the Transferred Centex Propertythat is part of other land owned by a Transferred Subsidiary that cannot be conveyed to Centexwithout creating a separate subdivision parcel, taking all steps necessary to create a lawfulsubdivision parcel. Pending the completion of all steps necessary to re-transfer TransferredCentex Property to Centex, the Company will cause the relevant Transferred Subsidiary to hold suchTransferred Centex Property in trust for the benefit, cost, liability and risk of Centex.     (d) Subject to the provisions of Section 14, all third party costs incurred by Centex,the Company or a Transferred Subsidiary in effecting the transfers contemplated by Section11(b) and Section 11(c) will be paid by Centex.     (e) With respect to certain of the master planned communities in which the Properties arelocated, Centex has limited rights to use the name (a “**Planned Community Name**”) of such masterplanned community in connection with marketing of the Projects. To the extent Centex’s rights touse the Planned Community Names are assignable:
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     (i) Where the number of Lots transferred to or held by the Transferred Subsidiary exceedsthe number of Lots retained by Centex in such master planned community, Centex will assign itsrights, title and interests in the Planned Community Name (other than any part of any such namethat contains the word Centex) to the relevant Transferred Subsidiary, subject to all requiredapprovals and restrictions on use held by the owner of the Planned Community Name. Where therights to use the Planned Community Name are assigned to the relevant Transferred Subsidiary,then the Company on behalf of each relevant Transferred Subsidiary grants to Centex aroyalty-free, non-exclusive license to use the Planned Community Name in connection with theLots retained by Centex.     (ii) Where the number of Lots transferred to the Transferred Subsidiary does not exceed thenumber of Lots retained by Centex in such master planned community, then Centex grants to therelevant Transferred Subsidiary a royalty-free, non-exclusive license to use the PlannedCommunity Name (other than any part of any such name that contains the word Centex) inconnection with the development and sale of the Lots transferred to the Transferred Subsidiary.The license granted pursuant to this Section 11(e)(ii) shall not be assignable withoutthe express written consent of Centex.Centex makes no representation or warranty, expressed or implied, regarding the extent of Centex’srights to any Planned Community Name, whether Centex’s current use infringes on the rights of anyother Person or the need of the Company to obtain the Planned Community Name owner’s consent toassignment or a new license right. Centex shall have no liability whatsoeverfor any damages, injuries, losses, debts, penalties, fines, awards, judgments, fees, liabilities,costs or expenses resulting from or arising out of such names or the use thereof.     (f) With respect to the “Veranda” Contributed Lots located in Riverpark:     (i) If the Riverpark Joint Venture fails to:               (A) Subject to minor punch list items, finish grading of all Veranda lots and the installationof Oxnard Boulevard (including all underground utilities stubbed to the street connection withinthe Veranda planning area and surface improvements related thereto, but excluding Veranda in tractimprovements, consistent with the cost codes for the Future LD Spend Schedule) through and aroundthe north end of Crescent Park by January 1, 2009,               (B) File of record the final map of Tract 5644 (which includes all of the Veranda lots andapproximately 204 lots owned by Shea) by January 1, 2009; or               (C) Commence or complete the improvement of Crescent Park in a time and manner so as to notdelay or prevent the issuance of either building permits for the homes to be constructed on theVeranda lots, or upon completion of construction of a home on a Veranda lot, a certificate ofoccupancy for that home,(January 1, 2009 as to clauses (i) and (ii) above, and any date on which commencement or completionof improvement of Crescent Park is not timely performed so as to delay or prevent Corona’s abilityto obtain building permits or certificates of occupancy, as to clause (iii) above, is called a“**Riverpark LD Date**”), then from and after the Riverpark LD Date until the relevant Riverpark JointVenture work with respect to the relevant portion of the “Veranda”
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neighborhood is complete(subject to minor punch list items) Centex shall pay to Riverpark Sub as liquidated damages anamount equal to the following formula:          $62,000.00 per lot X 25% per annum, compounded quarterly.If the relevant Riverpark Joint Venture work is not complete (subject to minor punch-list items) bythe date that is six (6) months following the applicable Riverpark LD Date, then upon demand by theCompany, Centex will pay to the Company the remaining cost to complete the relevant work, andCentex, under its rights of entry, will proceed to engage contractors to complete the work. TheCompany will pay all invoices related to the work upon presentation by Centex. If the total costof the work exceeds the amount paid by Centex to the Company, then within five (5) Business Days ofwritten demand, Centex will fund the overage. If the total cost is less than the amount paid byCentex to the Company, then the Company will return the excess funds to Centex within five (5)Business Days following written demand. The cost to complete the work will be determined by alicensed engineer jointly appointed by both the Company and Centex. Liquidated damages as providedabove will continue to accrue until such work is complete (*i.e.*, not only for the first six (6)months), net of any interest earned on the money delivered by Centex to the Company to complete thework pursuant to this paragraph.     (ii) Centex as the “Builder” under the Riverpark Purchase Agreement and Centex as a memberin the Riverpark Joint Venture will use reasonable efforts to cause the Riverpark Joint Ventureto enter into an amendment of the Riverpark Purchase Agreement toproperly reflect (1) the new allocation of work responsibilities between “Builder” and theRiverpark Joint Venture that has been agreed by the Executive Committee of the Riverpark JointVenture but not documented, in a manner consistent with the representation of Centex containedin Section 16(y) and (2) the schedule for completion of the Riverpark Joint Venture Workas provided in Section 11(f)(i) above.     (iii) Centex will retain all rights and obligations under the Riverpark Purchase Agreementand the rights, benefits, obligations and liabilities under that Riverpark Purchase Agreementwill not be treated as having been assigned to and assumed by the Company and the relevantTransferred Subsidiary pursuant to Section 10.     (iv) Centex shall instruct its Voting Representative on the Executive Committee, as suchterms are defined in the Riverpark JV Agreement, to vote in accordance with the Company’sinstructions respecting: enforcement of (i) the commercial development obligations arising outof Section 10 of the Riverpark Development Agreement, which obligations have been assigned toand assumed by Shea, (ii) the Riverpark Joint Venture’s affordable housing developmentrequirements arising out of Section 11 of the Riverpark Development Agreement, which obligationshave been assigned to and assumed by an affordable housing developer, and (iii) the RiverparkJoint Venture’s continuing land development obligations arising out of Section 8 of theRiverpark Development Agreement in respect of the “Corona” Riverpark Property, as reasonablynecessary so that delays in such obligations under the Riverpark Development Agreement do notimpact the development of the “Corona” Riverpark Property in accordance with the Company’sbusiness plan. In addition, Centex will instruct its Voting Representative on the ExecutiveCommittee to vote not to amend or modify the land development schedule to the extent that suchamendment or
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modification would affect the “Corona” Riverpark Property, unless the Companyprovides Centex with written instructions to the contrary or for the Riverpark Joint Venture toagree to an amendment to the commercial development obligations of Shea and the affordablehousing obligations described in this clause, each as described above in this clause (iv). TheCompany acknowledges and agrees that Centex does not control the Riverpark Joint Venture andthat the Riverpark Joint Venture must rely on its contractual rights to enforce the commercialdevelopment obligations of Shea and the affordable housing development obligations of theaffordable housing developer and Centex is not ensuring that such obligations will be performedin a timely manner.     (g) For a period beginning on the Contribution Date and ending on a date, not exceeding sixty(60) days following the Contribution Date, when the Company and its Affiliates have obtained theirown commercial general liability insurance coverage, Centex will agree to cause the Company,Purchaser and the Transferred Subsidiaries to be named as additional insureds on Centex’s primarycommercial general liability insurance policy with respect to the business of the TransferredSubsidiaries. The Company agrees that it will be fully responsible for the self-retention limit(which is $2,000,000 for premises liability and $25,000,000 for completed operations) and anyclaims fees, and for any Claims and Losses of Centex resulting from the Company, Purchaser and theTransferred Subsidiaries being named as additional insureds for such interim period. Coverageunder such policy as to each Project is predicated on the Property Services Agreement being ineffect for such Project and the Project being developedin a manner substantially consistent with Centex’s development plans for the Project prior tothe Effective Date.     (h) The Company will pay the additional premiums required to cause the existing “WRAP”insurance policies covering the construction of the Plant 51 units to remain following theContribution Date and survive the transactions contemplated herein (notwithstanding the change ofcontrol with respect to Plant 51, LLC), including commercial general liability with completedoperations coverage, naming Centex as an additional insured and be maintained throughout thedevelopment and during the completed operations coverage term. The Company will be responsible forall self insurance retention limits and for all premium costs with respect to such “WRAP” insurancepolicies incurred in this arrangement both for Closing and during the coverage term. Additionally,the Company will maintain the existing Builder’s Risk policy with respect to Plant 51 throughcompletion of the Project, naming Centex as an additional insured. The Company will be responsiblefor all self insurance retention limits and for all premium costs with respect to such Builder’sRisk policy incurred in this arrangement following Closing and during the coverage term.     (i) The parties shall cooperate with each other so that the Party to which a Reimbursement (orportion thereof) is allocated will receive the benefit of such Reimbursement when it is receivedfrom or available for use by the applicable entity giving the Reimbursement. With respect toimpact and other fee credits which are available when a dwelling building permit is issued, (1) theParties will use reasonable efforts to effect an assignment to the Transferred Subsidiary, as tothe Transferred Subsidiary’s share and to Centex, as to Centex’s share, of such impact and otherfee credits and failing such assignment shall co-operate with homebuilders purchasing lots toendeavor to have such fee credits made available to such homebuilders and (2) with respect toTierra Del Rio and any other Project where Centex is retaining impact and
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other fee credits as setforth in Exhibit A-2 that otherwise would be allocable to the Corona lots, the Company willrequire homebuilders to purchase such fee credits from Centex, rather than from the applicableGovernmental Authority, up to the amount of the fee credits retained by Centex as Retained Assets.If a Party receives any Reimbursement to which the other Party is entitled, the receiving partyshall promptly pay such Reimbursements to the entitled Party, and, if not paid within thirty (30)days, the amount unpaid will bear interest at the Interest Rate from such date until paid.     (j) This Section 11 shall survive Closing.     **12. Closing of the Asset Transfer.**     (a) **Centex Deliverables**. At least one (1) business day before the Asset Transfer Date, Centexshall execute, acknowledge, where appropriate, and deposit with the Title Company, the following:     (i) Special warranty deeds for the Properties (the “**Deeds**”) (other than for Plant 51 andEastgate), substantially in the form provided by the Title Company for eachjurisdiction, which provide that each Transferred Subsidiary takes its applicable Propertysubject to all matters of record.     (ii) Two counterparts of an assignment and bill of sale, substantially in the form attachedhereto as Exhibit E-2, in which Centex assigns to the Newly Formed TransferredSubsidiary all of Centex’s right, title and interest in all of Assets corresponding to therelevant Property constituting personal property (the “**Bill of Sale**”).     (iii) An affidavit to each Newly Formed Transferred Subsidiary, in substantially the formattached hereto as Exhibit E-3, in accordance with Section 1445 of the IRC andregulations promulgated thereunder, signed by Centex stating, under penalty of perjury, Centex’sUnited States taxpayer identification number and that Centex is not a foreign person as definedby IRC Section 1445 (f)(3) and any similar certificate required by any State in which a Propertyis located.     (iv) Such documents as the Company or the Title Company may reasonably require, includingthose documents required by each state with respect to each corresponding Project as set forthin Exhibit F, and Centex can reasonably supply without material effort or cost in orderto close this transaction and vest title to the Assets in the Newly Formed TransferredSubsidiaries in accordance with the terms of this Agreement.     (b) **Newly Formed Transferred Subsidiary Deliverables**. At least one (1) business day beforethe Contribution Date, Centex will cause the Newly Formed Transferred Subsidiaries to execute,acknowledge, where appropriate, and deposit with the Title Company, the following:     (i) Two (2) counterparts of the Bill of Sale.     (ii) An agreement in favor of Centex in the form of Exhibit E-5 pursuant to whichsuch Transferred Subsidiary (A) agrees to be bound by and perform its obligations as provided inthis Agreement in all respects as to the Assets transferred to it and liabilities
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assumed by itpursuant to this Agreement and (B) jointly and severally with the Company and the otherTransferred Subsidiaries indemnifies Centex pursuant to Section 19(b).     (iii) Such documents, including those documents required by each state with respect to eachcorresponding Project as set forth in Exhibit F, as the Title Company may reasonablyrequire and each Newly Formed Transferred Subsidiary can reasonably supply in order withoutmaterial effort or cost to close this transaction and vest title to the relevant Assets in theNewly Formed Transferred Subsidiaries in accordance with the terms of this Agreement.     **13. Closing of the Transferred Subsidiary Member Interests Contribution; Closing Actions.**     (a) **Centex Deliverables**. At least one (1) business day before the Contribution Date, Centexshall execute, acknowledge and where appropriate deposit with the Title Company, the following:     (i) Two (2) counterparts of a Transferred Subsidiary Member Interests assignment,substantially in the form attached hereto as Exhibit E-4, with respect to eachTransferred Subsidiary, assigning to the Company all of the member interests in such TransferredSubsidiary to the Company (each being a “**Transferred Subsidiary Member Interests Assignment**”).     (ii) The Contribution Date Representations Certificate.     (iii) Any material Consents received by Centex since the Effective Date.     (b) **Company Deliverables**. At least one (1) business day before the Contribution Date, theCompany shall execute and acknowledge, where appropriate, and deposit with the Title Company     (i) Two (2) counterparts of the Transferred Subsidiary Member Interest Assignments for eachTransferred Subsidiary.     (ii) Two (2) originals of a Pledge Agreement (the “**Pledge**”) of all of the member interestsin each of the Transferred Subsidiaries, securing Investor’s indemnification obligations underSection 3.4(c) of the Purchaser LLC Agreement, and two (2) original UCC-1 financing statementsfor Delaware and each state in which a Project is based.     (c) **Recordation of Deeds, Issuance of Title Policies and Distribution of Documents**. At leastone (1) business day before the Contribution Date, the Parties will use reasonable efforts to causethe Title Company to prepare and submit to each of Centex and the Company for their approval (notto be unreasonably withheld) a pro forma of the Title Policies and pro forma escrow settlementstatements. As soon as (but not until) each of the following has occurred: (1) Centex hasdelivered to the Title Company all of the documents described in Sections 12(a) and13(a), as well as Centex’s share of closing costs; (2) the Transferred Subsidiaries havedelivered to the Title Company the documents described in Section 12(b); and (3) theCompany has delivered to the Title Company the documents described in Section 13(b),
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as well as the Company’s share of closing costs; and (3) the Parties have notified the Title Companyin writing that all conditions and requirements to the Closing as provided in this Agreement havebeen satisfied or properly waived as herein provided, the Parties shall jointly instruct the TitleCompany to date all undated documents as of the Contribution Date and shall:     (i) Record the Deeds;     (ii) Cause the Title Policy Underwriters to issue the Title Policies;     (iii) Deliver to Centex one fully executed copy of the Bill of Sale and TransferredSubsidiary Member Interest Assignments and the Pledge, and both originals of the UCC-1 financingstatements referenced in Section 13(b)(ii) , the agreements specified in Section12(b)(ii) and copies of all other closing documents;     (iv) Deliver to the Company unrecorded but endorsed Deeds; and     (v) Deliver to the Company one fully executed copy of the Bill of Sale, TransferredSubsidiary Member Interest Assignments and the Pledge and copies of all other closing documents.     **14. Closing Costs and Prorations.**     (a) **Closing Costs**. At Closing, Centex shall pay costs of (i) recording of any lien releasesand the Deeds, (ii) the cost of the Title Commitments and Title Policies (iii) the Surveys,(iv) one-half (1/2) of any City, County or State transfer taxes, and (v) the Title Company escrowfees. The Company on behalf of the Transferred Subsidiaries shall pay one-half (1/2) of any City,County or State transfer taxes.     (b) **Non-Tax Prorations**. The following items shall be prorated between Centex and the Companyon behalf of the Transferred Subsidiaries as of 12:01 a.m. on the Contribution Date, to the extentnot included in the Future LD Spend Schedule: (i) utilities; (ii) charges imposed by Associations,Financing Districts and other quasi-governmental organizations; and (iii) such other items whichare customarily apportioned in similar transactions. Such prorations will take place on amutually-agreed date, not later than thirty (30) days following the Contribution Date. If suchitems and charges are later determined to be higher or lower than those that are apportioned, asubsequent adjustment shall be made between Centex and the Company on behalf of the TransferredSubsidiary within ten (10) days after receipt of such determination.     (c) **Tax Prorations**. Ad valorem taxes for the Properties and Improvements and personalproperty taxes for personal property included in the Assets shall be prorated as of 12:01 a.m. onthe Contribution Date based on (where ad valorem taxes are paid in arrears and the assessed valuefor the current tax year is unknown) the application of the preceding year’s rates to the latestassessed valuation or statements issued to Centex for the current year’s assessment, if available,with Centex being responsible for the period prior to such time, and the Company on behalf of theTransferred Affiliates being responsible for the period from and after such time. For any Propertywhere ad valorem taxes are paid in advance or the assessed value for the current year is known, theproration mechanism will be adjusted accordingly in accordance with
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industry practice in thelocality in which the Property is located. Centex shall be responsible for real estate taxes onthe Properties that are payable with respect to the years prior to the year in which theContribution Date occurs, including such taxes which are payable in arrears and/or are not yet dueand payable. The Company acknowledges that as of the proration time, the Properties may not havebeen assessed as separately described parcels of real estate and that real property taxes for suchProperties might be assessed under a tax bill in the name of Centex which covers additionalproperty. If that is the case, the Company on behalf of the Transferred Subsidiaries shall beresponsible for that portion of the tax determined by multiplying the total tax bill by a fraction,the numerator of which shall be the acreage of the applicable Property and the denominator of whichshall be the total acreage of all property covered by the tax bill, and then prorating the productof such multiplication as of such proration time. The Company agrees to pay to Centex on behalf ofthe Transferred Subsidiary at the Closing the Transferred Subsidiary’s portion of the tax bill forthe applicable Property. Centex agrees to pay the entiretax bill before it becomes delinquent. If real estate taxes for the year covered by theapportionment are later determined to be higher or lower than those that are apportioned, apost-Closing adjustment shall be made between Centex and the Company on behalf of the TransferredSubsidiary within ten (10) days after receipt of notice of the actual tax bill.     (d) **Change-of-Use Taxes**. Any increased taxes payable for the tax year that contains theContribution Date and any subsequent tax year as a result of a change of use on or after theContribution Date and/or reduced taxes or exemptions will be paid by the relevant TransferredSubsidiary.     (e) **Special Assessments and Interest and Penalties**. Any special assessments and interest andpenalties levied against each Property shall be prorated between Centex and the Company on behalfof the Transferred Subsidiary as of the period prior to 12:01 a.m. on the date of the ContributionDate.     (f) This Section 14 shall survive Closing.     **15. Condemnation.**     If any portion of a Property is taken by condemnation or eminent domain or is the subject of athreatened or pending condemnation or eminent domain proceeding following the Effective Date, suchcondemnation will not affect the obligations of the Parties to proceed to close the contribution oraffect the Unadjusted Contributed Stipulated Value or the Adjusted Contributed Stipulated Value,but Centex shall assign to the relevant Transferred Subsidiary all of Centex’s rights to all awardsfor the condemnation or taking and if condemnation occurs prior to the Contribution Date, thecondemned portion of the Property will be omitted from the contribution.     **16. Centex Representations.**Except as set forth in the Disclosure Schedule, Centex represents to the Company and theTransferred Subsidiaries that as of the Effective Date:     (a) **Organization and Qualification**. Centex is duly formed and validly existing under the lawsof the state of Nevada and each Transferred Subsidiary is duly formed and validly existing underthe laws of the state of Delaware. Centex has all requisite partnership power and authority toown, operate and develop the Projects (other than Plant 51 and Eastgate) and to carry on itsbusiness as it is presently being conducted. Plant 51 Sub and Eastgate Sub have all
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requisitelimited liability company power and authority to own operate and develop, respectively, Plant 51and Eastgate and to carry on their business as it is presently being conducted. The Newly FormedTransferred Subsidiaries have all requisite limited liability company power and authority toacquire the Assets being contributed to them by Centex and to own, operate and develop the Projecttransferred or to be transferred to them. No Owner is in violation of, in conflict with, or indefault under any of its Organizational Documents and the entering into of this Agreement by Centexand the consummation of the transactions contemplated by this Agreement will conflict with orviolate or breach any provision of its Organizational Documents. Centex is duly qualified orlicensed to do business and in good standing in each jurisdiction in which the nature of itsbusiness or the ownership of its properties makes such qualification or licensing necessary. EachTransferred Subsidiary is qualified to do business in the state in whichits respective Project is located. No Owner is a foreign person as defined in Section 1445 ofthe IRC.     (b) **Authorization; Enforceability**. Centex has all requisite partnership power to execute anddeliver this Agreement and the other agreements and instruments contemplated hereby and to performits obligations hereunder and thereunder and, subject to the conditions set forth herein toconsummate the transactions contemplated hereby and thereby. The execution, delivery andperformance of this Agreement and the other agreements and instruments contemplated hereby havebeen duly authorized by all requisite action on behalf of Centex. This Agreement has been dulyexecuted and delivered by Centex and, assuming the due authorization, execution and delivery ofthis Agreement by the Company, constitutes the valid and binding obligation of Centex, enforceableagainst Centex, in accordance with its terms subject to (i) the effect of any applicablebankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affectingcreditors’ rights and remedies generally, and (ii) the effect of general equitable principles,regardless of whether asserted in a proceeding in equity or at law.     (c) **No Conflict or Violation**. The execution, delivery and performance by the Centex of itsobligations under this Agreement do not and will not: to Centex’s Knowledge, violate, or result ina material default or breach under, or require any consent, approval or authorization under, anyContract to which an Owner is a party so as to cause a Material Adverse Effect to any Project; or(3) to Centex’s Knowledge, contravene or violate in any material respect any material Lawapplicable to any Owner or any of the Assets, or any Governmental Order to which an Owner is aparty or by which any of the Assets is bound so as to cause a Material Adverse Effect to anyProject. To Centex’s Knowledge, the acquisition by Purchaser of all of the member interests of theCompany, and the acquisition by Investor of a majority of the interests in Purchaser will not (i)violate, or result in a material default or breach under, or require any consent, approval orauthorization under, any Contract to which an Owner is a party so as to cause a Material AdverseEffect to any Project; or (ii) contravene or violate in any material respect any material Lawapplicable to it or any of the Assets, or any Governmental Order to which an Owner is a party or bywhich any of the Assets is bound so as to cause a Material Adverse Effect to any Project.     (d) **No Bankruptcy Proceedings**. Centex has not made any voluntary filings for relief as debtorunder any state receivership Laws or federal bankruptcy Laws, nor, to Centex’s Knowledge, has anyinvoluntary filing with respect to Centex been made under any state receivership Laws or federalbankruptcy Laws. Centex is not entering into the transactions
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contemplated by this Agreement withthe actual intent of hindering, delaying or defrauding any Person, including any creditor. Centexis solvent, able to pay its debts as and when they become due and the transactions contemplatedhereby will not render Centex insolvent.     (e) **Governmental Consents and Approvals**. The execution, delivery and performance by Centex ofthis Agreement and the other instruments contemplated hereby and the consummation by Centex of thetransactions contemplated hereby and thereby, and the acquisition by Purchaser of all of the memberinterests of the Company, and the acquisition by the Investors of a majority of the interests inPurchaser, do not and will not require any approval, consent, authorization or act of, or themaking by Centex of any declaration, filing or registration with, or notification to, anyGovernmental Authority as to which the failure to obtain suchapproval, consent, authorization or act of, or to make such declaration, filing orregistration with, or notification to, any Governmental Authority would cause a Material AdverseEffect to any Project.     (f) **Litigation**. There are no pending, or to the Knowledge of Centex, threatened in writing,judicial, municipal or administrative proceedings affecting the Assets, or in which an Owner, isor, to Centex’s Knowledge, will be, a party by reason of such Owner’s ownership of the of theAssets or any portion thereof and in each case are material to the ownership, development or valueof a Project. No Governmental Orders, injunctions, attachments, execution proceedings or otherproceedings by any Governmental Authority, are pending, or, to the Knowledge of Centex, threatenedin writing, against an Owner relating to or against the Projects. There are no judgments, orders,decrees or injunctions imposed on or against the Projects.     (g) **Compliance with Laws**. To Centex’s Knowledge, Centex is and has been in compliance withall applicable Laws, Governmental Orders and Obtained Entitlements with respect to the Projectsexcept as to each Project as to such non-compliance that would not have a Material Adverse Effectwith respect to such Project. Except as set forth in the Disclosure Schedule, no written noticeshave been received by Centex within the twelve (12) months prior to the Effective Date alleging aviolation of any such Laws, Governmental Orders or Obtained Entitlements which if true would resultin a Material Adverse Effect with respect to a Project.     (h) **Indebtedness**. There is no Indebtedness secured by the Assets. For avoidance of doubt,the Centex Security Instruments, liens for ad valorem taxes and assessments, Associationassessments and Financing District assessments in no event will be deemed to violate therepresentation of this Section 16(h).     (i) **Entitlements**. To Centex’s Knowledge: A general description of the material Entitlementsthat have been obtained by Centex as of the Contribution Date for each Project are included in theProject Summaries, including required environmental impact review and permits (the “**ObtainedEntitlements**”). Material development agreements and subdivision improvement agreements for theObtained Entitlements that contain material continuing obligations have been included in the DataSite. Except as otherwise disclosed in the Project Summaries, the Obtained Entitlements are infull force and effect except for the lapse or termination of Obtained Entitlements that would nothave a Material Adverse Effect on a Project. No Obtained Entitlements are terminable as a resultof the contribution of the Assets to the
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Company or by the acquisition by Purchaser of all of themember interests of the Company, and the acquisition by the Investor of a majority of the interestsin Purchaser, except for terminations that would not have a Material Adverse Effect on any Project.No challenge to any Obtained Entitlement is pending. Except as otherwise disclosed in the ProjectSummaries, Centex is not in violation of the provisions of any of the Obtained Entitlements exceptfor violations that would not have a Material Adverse Effect with respect to the relevant Project.The Project Summaries sets forth, to Centex’s Knowledge, the material Entitlements that need to beobtained in order to develop the Projects consistent with the Project Summaries but that have notyet been obtained as of the Effective Date. Except as disclosed in the Project Summaries, toCentex’s Knowledge, the Properties are not reliant on other property in order to satisfy therequirements of all Entitlements where the failure to satisfy such requirements would have aMaterial AdverseEffect with respect to the relevant Project, except for obtaining offsite easements asdescribed in thee Project Summaries.     (j) **Options**. The Owners have sole ownership and possession of the Properties and, except forthe Company, no Owner has granted or agreed to grant to any Person, and no Owner is a party to, anyoption, contract, right of first refusal, right of first offer, charitable housing agreement,profit participation, anti-speculation option, joint venture or similar agreement or any otheragreement or understanding with respect to a purchase or sale of the Properties or any portionthereof or any interest therein or pursuant to which any sales proceeds relating to any Project arerequired to be paid to any other Person (each, an “**Option**”). All agreements pertaining to theOptions are as disclosed in the Disclosure Schedule and included in the Data Site. There are nothird parties in possession of any portion of the Properties as lessees, licensees or tenants atsufferance except for Centex in connection with its homebuilding activities.     (k) **Condemnation**. No written notices of any condemnation proceedings by a GovernmentalAuthority having the power of eminent domain to condemn any part of any of the Properties have beenreceived by any Owner within the 12 months preceding the Effective Date.     (l) **Associations**. There are no material unpaid sums due and payable by Centex to anyAssociation (each an “**Association Document**”), other than amounts in the ordinary course of businessor being contested in good faith with adequate reserves maintained therefor (the Parties agree thatany reserve will be prorated pursuant to Section 14), and Centex is not in material defaultunder any of the Association Documents. All material Association Documents are contained in theData Site.     (m) **Financing Districts**. To Centex’s Knowledge, all instruments with respect to eachFinancing District formed by Centex that materially affect the respective Project have beenincluded in the Data Site.     (n) **Centex Security Instruments**. To Centex’s Knowledge, the schedule of the Centex SecurityInstruments contained in Exhibit D-2 is accurate in all material respects as of theEffective Date.     (o) **Access Rights**. Each parcel of Property either (i) abuts and has actual vehicular andpedestrian access to and from a public right of way or (ii) has an insurable appurtenanteasement for vehicular and pedestrian access over and across adjacent land which provides such
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access to andfrom the Property and a public right of way; provided, however, that for any Project that iscomprised of more than one parcel, it shall not be considered a breach if not all of such parcelsare benefited with such access rights so long as the parcels that are not directly benefited withsuch access rights can indirectly obtain the benefit of such access rights over one or morecontiguous parcels included in the Property.     (p) **Future LD Spend Schedules**. The Future LD Spend Schedules were prepared in good faith andwere as of February 24, 2008 the projected future cash flow spending projection for landdevelopment for each Project as prepared by the relevant Centex division in accordance with itsland development cash flow spending forecast procedures. Centex makes no representation orwarranty whatsoever regarding the Future LD Spend Schedules other than asprovided in the prior sentence, including any representation or warranty that they representachievable goals or that any assumptions upon which they are based are true, accurate orreasonable.     (q) **Contracts**. All Assigned Contracts have been entered into in connection with theownership, use, operation and development of the Projects. Except as otherwise described in theProject Summaries, with respect to each Assigned Contract, Centex is not in breach of or in defaultunder such Assigned Contract and to the Knowledge of Centex, no counterparty is in breach of ordefault under such Assigned Contract, where such breach or default would have a Material AdverseEffect on any Project. Each Assigned Contract is in full force and effect and is a legal, valid,binding and enforceable obligation of Centex, subject to (a) the effect of any applicablebankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affectingcreditors’ rights and remedies generally, and (b) the effect of general, equitable principles,regardless of whether asserted in a proceeding in equity or at law. To Centex’s Knowledge, allMaterial Contracts that could have a Material Adverse Effect on a Project are included in the DataSite.     (r) **Environmental Matters**. Except as described in the Project Summaries or the EnvironmentalReports, to Centex’s Knowledge:     (i) There have been no violations of Environmental Laws at the Properties that could resultin a Material Adverse Effect on any Project; (ii) no Property contains a RecognizedEnvironmental Condition in concentrations that require remediation under Environmental Laws; and(iii) there are no wetlands (as the term is defined in Section 404 of the Federal WaterPollution Control Act, as amended, 33 U.S.C. § 1254, and applicable state laws) at any Propertythat would reasonably be expected to have a Material Adverse Effect on the development of theProperty in accordance with the Project Summary for that Property.     (ii) There are no pending or threatened in writing, Claims against any Owner underEnvironmental Laws. No Owner has not received written notice that the Property is subject toany private or governmental lien or judicial or administrative notice of violation, action orinquiry, investigation or claim relating to Hazardous Materials. No Property is subject to, anyjudgment, decree or judicial or administrative order relating to compliance with EnvironmentalLaws or the investigation, sampling, monitoring, treatment, remediation,
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removal or cleanup ofHazardous Materials and no investigation, litigation or other proceeding is pending orthreatened in writing with respect thereto.     (iii) Notwithstanding anything to the contrary herein, this Section 16(r) shallconstitute the sole representations and warranties in this Agreement relating to compliance withEnvironmental Laws and/or in connection with Hazardous Materials.     (s) **Taxes**. All ad valorem taxes assessed or payable with respect to the Properties andpersonal property taxes with respect to the remainder of the Assets have been paid, except for the2008 taxes and assessments which are not yet delinquent. No Owner has received any written noticeof any other special assessments, levies or taxes imposed or to be imposedaffecting any portion of the Properties or Assets or of any action regarding the potentialformation of any other district or authority empowered to so assess a tax or levy.     (t) **Lots**. The information contained in the Project Summaries relating to status of Lots asfinished, partially finished or undeveloped, and number of Lots for which there are ObtainedEntitlements permitting Dwellings to be built thereon has been prepared by Centex in good faith andin a manner consistent with Centex’s categorization of Lots in the ordinary course of the businessof each Centex division in which a Property is located; provided, however, “finished Lots” does notimply that no further work is required and Centex shall have no liability under this Agreement ifany development costs exceeds any budgeted or projected amounts. The number of finished Lots as ofthe Contribution Date will differ from the Baseline Date Lot count and the Adjustment procedures ofExhibit B will apply. Without limiting other representations contained in this Section16, Centex does not make any representations under this Section 16(t) as to any mattercontained in the Project Summaries, including, without limitation, with respect to Entitlements orFuture LD Spend Schedules, except the representations as to Lots as expressly provided in thisSection 16(t).     (u) **Cost-Sharing Arrangements**. Other than as described in the Project Summaries, there are nomaterial contracts, agreements or arrangements with any third party other than with an Associationto jointly share costs or construction work related to the Properties or the Projects.     (v) **Utilities**. The general status as to obtaining utilities for each Project is as describedin the Project Summaries.     (w) **Archaeological Sites, etc.**Except as described in the Project Summaries, to the Knowledgeof Centex, no Owner has received reports or other reliable information indicating that any Projectcontains archeological sites, paleontological sites, historical sites, artifacts, burial grounds orother similar conditions the existence of which would have a Material Adverse Effect on thedevelopment or use of the Project.     (x) **Transferred Subsidiaries**. Centex has been the sole member of each of the TransferredSubsidiaries since their formation. True and correct copies of the Organizational Documents foreach Transferred Subsidiary are included in the Data Site. No Transferred Subsidiary has anyliabilities other than (1) those assumed by it pursuant to the terms of this
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Agreement; and (2)customary filing and other obligations pertaining generally to limited liability companies inDelaware.     (y) **Riverpark Purchase Agreement**. The Riverpark Joint Venture and Centex have orally agreedto an amendment to the work scope between the Riverpark Joint Venture and Centex in connection witha corresponding purchase price reduction and an accelerated closing by Centex (and the otherRiverpark Joint Venture members) of their respective parcels of land from that originallycontemplated under the Riverpark JV Agreement and the Riverpark Purchase Agreement. This agreementis not formally documented. Under this new agreement, the Riverpark Joint Venture is to deliver“blue-topped” lots to Centex with respect to the “Veranda” neighborhood. For “Veranda”, theRiverpark Joint Venture is obligated to performthe land development work, other than the work that is within the cost codes of the Future LDSpend Schedule, which is the responsibility of Riverpark Sub.     (z) **Plant 51 Deposits.**Plant 51 Sub holds deposits from prospective purchasers of units inPlant 51 as shown on Exhibit D-5.     **17. Contribution Date Representations Certificate**. On the Contribution Date, Centex shall deliver to the Company a certificate updating therepresentations and warranties of Centex set forth in Section 16 above (the “**ContributionDate Representations Certificate**”). The Contribution Date Representations Certificate shall beupdated only for (1) changes in circumstance or matters which arise after the Effective Date and(2) which do not arise out of a breach of Centex’s covenants under this Agreement.     **18. Assignment; Successors and Assigns**. Neither the Company nor Centex nor any of their respective members shall assign their rightsunder this Agreement. Subject to the foregoing, this Agreement, and the terms, covenants andconditions herein contained, shall be binding upon and inure to the benefit of the parties heretoand their respective successors, heirs and permitted assigns.     **19. Survival; Indemnification**.     (a) **Survival of Representations and Covenants**. All of the representations of Centex set forthin Section 16 and in the Contribution Date Representations Certificate shall survive untilthe date that is twelve (12) months following the Contribution Date (the “**Survival Period**”). Asand to the extent specifically provided in this Agreement, certain covenants set forth in thisAgreement survive the Closing and subject to Exhibit G, such covenants shall surviveindefinitely.     (b) **Indemnification by the Company**. Except for Centex Indemnification Claims (for so long asthey remain Centex Indemnification Claims), the Company and the Transferred Subsidiaries shalljointly and severally indemnify, defend and hold harmless Centex against and in respect of allClaims and Losses actually and directly incurred by Centex in respect of Third Party Claims arisingout of, in connection with or related to the ownership, operation or development of the Properties,including the liabilities and obligations assumed by the Transferred Subsidiaries in Section4. THE INDEMNITY PROVIDED IN THIS SECTION 19(b) SHALL INCLUDE CLAIMS AND LOSSESARISING OUT OF CENTEX’S
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NEGLIGENCE (BUT NOT ITS BREACHES OF THIS AGREEMENT, FRAUD, GROSS NEGLIGENCEOR WILLFUL MISCONDUCT) THAT OTHERWISE FALL WITHIN THE SCOPE OF THIS INDEMNITY.     (c) **Indemnification by Centex**. Subject to the provisions of Exhibit G, Centex shallindemnify, defend and hold harmless the Transferred Subsidiaries, the Company and Purchaser (theTransferred Subsidiaries, the Company and the Purchaser for purposes of this Section 19(c),and Centex for purposes of Section 19(b), are referred to in such indemnified capacities asan“**Indemnified Party**” and the Company and the Transferred Subsidiaries, for purposes ofSection 19(b), and Centex for purposes of this Section 19(c), are referred to insuch indemnifying capacities as an “**Indemnifying Party**”) against and in respect of (1) all Lossesactually and directly incurred by them arising out of any breach of any of Centex’s covenants underthis Agreement, or any breach by Centex of any of its representations contained in Section16, as updated pursuant to the Contribution Date Representations Certificate and (2) all Claimsand Losses in respect of Third Party Claims arising out of, in connection with or related toRetained Liabilities (collectively, “**Centex Indemnification Claims**”).     (d) **Exclusive Remedy for Warranty Claims; Additional Indemnification Matters**.     (i) The indemnification provided in this Section 19 shall constitute the sole andexclusive remedy and right of the Company and Purchaser for Warranty Claims, regardless ofwhether any claims or causes of action asserted with respect to such matters are brought incontract, tort or any other legal theory whatsoever or at law or in equity; it being understoodand agreed that, except solely and only in the case of actual fraud by and as to a specificParty, the indemnification provisions in this Section 19 are in derogation of andreplace in all respects as the sole and exclusive remedy and right any statutory, equitable orcommon law remedy and rights any Party may have for breach or default of any representation,warranty, covenant or agreement.     (ii) Subject to Section 19(d)(iii), nothing in this Section 19(d) limitsthe remedies or enforcement rights of either Party (1) for breach by the other Party of suchother Party’s obligations in respect of Closing; (2) for breach by the other Party of covenantsunder this Agreement that expressly survive Closing; and (3) to enforce the indemnificationobligations of the other Party set forth in other provisions of this Agreement.     (iii) No Indemnified Party shall seek or be entitled to punitive, exemplary or special,consequential damages or damages for lost profits in any claim for indemnification, nor shall itaccept payment of any award or judgment for such indemnification to the extent that such awardor judgment includes such party’s punitive, exemplary, special or consequential damages ordamages for lost profits.     (e) **Recovery Limitations; Claims Procedures**. Exhibit G contains, among otherprovisions, Claim limits for Centex Indemnification Claims other than in respect of RetainedLiabilities and procedural requirements for an Indemnified Party to bring Claims under thisSection 19.
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     **20. Dispute Resolution**. Any dispute arising out of or relating to this Agreement, including the breach, termination orvalidity thereof, which has not been resolved through good faith negotiations between the partieshereto, shall be finally resolved by arbitration administered by JAMS in accordance with itsComprehensive Arbitration Rules and Procedures then currently in effect, by a sole arbitrator. Thearbitrator shall have the power to award specific performance and injunctive relief andaward attorneys’ fees and costs. The judgment upon the award rendered by the arbitrator may beentered by any court having jurisdiction thereof. The place of arbitration shall be Dallas, Texas.     **21. Notices**. All notices and other communications given or made pursuant to this Agreement shall be inwriting and shall be deemed to have been duly given or made (i) upon delivery, if hand delivered;(ii) one (1) Business Day after being sent by prepaid overnight courier with guaranteed delivery,with a record of receipt; or (iii) upon transmission with confirmed delivery if sent by cable,telegram, email, facsimile or telecopy, to the Parties at the following addresses (or at such otheraddresses as shall be specified by the Parties by like notice):   If to the Company: Corona Associates, LLC  c/o RSF Partners, Inc.  2828 Routh Street  Suite 500  Dallas, Texas 75201  Attn:  Mr. Chris Mahowald  Tel. (214) 849-9800  Fax (214) 849-9807   With a copy to: Farallon Capital Management, L.L.C.  One Maritime Plaza  Suite 2100  San Francisco, California 94111  Attn:  Mr. Stephen L. Millham  Tel. (415) 421-2151  Fax (415) 956-8852   With a copy to: Greenfield Corona, LLC  50 North Water Street  South Norwalk, Connecticut 06854  Attention: Eugene A. Gorab and Barry P. Marcus  Fax (203) 354-5060   With a copy to: Pircher, Nichols & Meeks  1925 Century Park East, Suite 1700  Los Angeles, California 90067  Attn:  James L. Brat, Esq. (903382-1)
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   With a copy to: Katten Muchin Rosenman LLP  525 West Monroe Street  Chicago, Illinois 60661  Attention: David J. Bryant  Fax (312) 902-1061   If to Centex: Centex Homes  2728 North Harwood  Dallas, TX  75201-1516  Attn:  Brian Woram  Telephone: (214) 981-6544  Fax:  (214) 981-6855   With a copy to: Centex Homes  2728 North Harwood  Dallas, TX  75201-1516  Attn:  Donald Westfall  Telephone: (214) 981-6445  Fax: (214) 981-6002   If to the Investor Representative:     Corona Associates, LLC  c/o RSF Partners, Inc.  2828 Routh Street  Suite 500  Dallas, Texas 75201  Attn:  Mr. Chris Mahowald  Tel. (214) 849-9800  Fax (214) 849-9807     **22. Entire Agreement**. This Agreement contains the entire agreement between the parties to this Agreement and shall notbe modified in any manner except by an instrument in writing executed by the parties or theirrespective successors in interest.     **23. Severability**. If any term or provision of this Agreement shall, to any extent, be held invalid orunenforceable, the remainder of this Agreement shall not be affected.     **24. Waivers**. A waiver or breach of a covenant or provision in this Agreement shall not be deemed a waiver ofany other covenant or provision in this Agreement, and no waiver shall be valid unless in writingand executed by the waiving party. An extension of time for performance of any obligation or actshall not be deemed an extension of the time for performance of any other obligation or act.     **25. Construction**. The section headings and captions of this Agreement are, and the arrangement of this instrumentis, for the sole convenience of the parties to this Agreement. The section headings,captions, and arrangement of this instrument do not in any way affect, limit, amplify, or modifythe terms and provisions of this Agreement. Definitions contained in this
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Agreement apply tosingular as well as the plural forms of such terms and to the masculine as well as to the feminineand neuter genders of such terms. Words in the singular shall be held to include the plural andvice versa, and words of one gender shall be held to include the other gender as the contextrequires. The terms “hereof,” “herein,” “hereby” and “herewith” and words of similar import shall,unless otherwise stated, be construed to refer to this Agreement as a whole and not to anyparticular provision of this Agreement. The terms “includes” and the word “including” and words ofsimilar import shall be deemed to be followed by the words “without limitation.” This Agreementshall not be construed as if it had been prepared by one of the parties, but rather as if bothparties have prepared it. Unless otherwise indicated, all references to sections are to thisAgreement. All exhibits referred to in this Agreement are attached to it and incorporated in it bythis reference.     **26. Performance Due On Day Other Than Business Day**. If the time period for the performance of any act called for under this Agreement expires on aday other than a Business Day, the act in question may be performed on the next succeeding BusinessDay.     **27. Counterparts**. This Agreement may be executed in separate counterparts, each of which shall be deemed anoriginal, and all of which together shall constitute one and the same instrument.     **28. Governing Law**. This Agreement will be governed by and construed in accordance with the laws of the State ofTexas. Notwithstanding the foregoing, if and to the extent that the laws of each state in whichProperties are located are required to apply to any provisions of this Agreement (e.g. with respectto the conveyance of the Properties), then the laws of the applicable state shall apply withrespect to such provisions. Exhibit F sets forth state-specific provisions which shallapply to the Projects located within each such state (as indicated in Exhibit A-1).     **29. Brokerage**. Each Party agrees to indemnify and hold harmless the other from and against any losses(including without limitation any commissions, finder’s fees, and reasonable attorneys’ fees andcosts) incurred by reason of any brokerage commission or finder’s fee alleged to be payable becauseof any act, omission or statement of the indemnifying Party in connection with the contribution ofthe Assets to the Company.     **30. Parties in Interest**. Nothing in this Agreement, express or implied, is intended to confer any rights or remediesunder or by reason of this Agreement on any Person other than the Parties and their respectivepermitted successors and assigns, nor is anything in this Agreement intended to relieve ordischarge any obligation of any third Person to any party or give any third Person any right ofsubrogation or action over against any Party, except that to the extent provided in this AgreementPurchaser may enforce its rights as an Indemnified Party against Centex as to Third Party Claims,subject to the limitations of this Agreement.[BALANCE OF PAGE INTENTIONALLY BLANK]
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The parties have executed this Agreement as of the Effective Date.          **COMPANY:**     Corona Real Estate Holding Company, L.L.C.,a Delaware limited liability company     By: /s/ Brian J. Woram       Name: Brian J. Woram  Title: Senior Vice President and Secretary  [Signature Page to Contribution Agreement]
 

 
              **CENTEX:**       Centex Homes, a Nevada general partnership       By: Centex Real Estate Corporation,