8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT JOINT REPORT

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

Date of Report (Date of earliest event reported): November 18, 2003 (November 17, 2003)

Commission File No. 1-6776

Centex Corporation

A Nevada Corporation
IRS Employer Identification No. 75-0778259
2728 N. Harwood
Dallas, TX 75201
(214) 981-5000

Commission File Nos. 1-9624 and 1-9625, respectively

3333 Holding Corporation

A Nevada Corporation, and

Centex Development Company, L.P.

A Delaware Limited Partnership

IRS Employer Identification Nos. 75-2178860 and 75-2168471, respectively
2728 N. Harwood
Dallas, Texas 75201
(214) 981-6770

TABLE OF CONTENTS

	Item 5. Other Events
	Item 7. Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
EX-2.1 Agreement and Plan of Merger
EX-2.2 Agreement and Plan of Merger
EX-4.1 Amendment to Nominee Agreement
EX-99.1 Press Release

Item 5. Other Events

          On November 18, 2003, Centex Corporation, a Nevada corporation (“Centex”), 3333 Holding Corporation, a Nevada corporation (“Holding”), and Centex Development Company, L.P., a Delaware limited partnership (the “Partnership”), issued a joint press release announcing that Centex will seek stockholder approval (1) to amend its certificate of incorporation to authorize additional shares of Centex common stock in order to effect a possible future stock split and (2) to terminate the Nominee Agreement dated November 30, 1987, as amended (the “Nominee Agreement”), pursuant to which the beneficial interest in the Holding common stock and in the warrants to purchase Class B Units of limited partnership interest in the Partnership trade in tandem with the Centex common stock. Holding is seeking stockholder approval of a series of transactions by which Holding and the Partnership will become subsidiaries of Centex (the “Transaction”), which would constitute approval of the Agreements and Plans of Merger for both the Holding Merger (as defined below) and the Partnership Merger (as defined below). A copy of the press release is attached hereto as Centex Corporation Exhibit 99.1.

          Centex and Holding also announced that in connection with the Transaction, Centex and its wholly owned subsidiary, 3333 Acquisition Corp., entered into an Agreement and Plan of Merger with Holding on November 17, 2003 pursuant to which 3333 Acquisition Corp. will merge with and into Holding, with Holding being the surviving entity and a subsidiary of Centex (the “Holding Merger”). Pursuant to the Holding Merger, the Holding common stock will be cancelled and payment will be made to the holders of the beneficial interests in the Holding common stock of an amount equal to $.01 per share of Centex common stock. A copy of the Agreement and Plan of Merger for the Holding Merger is attached hereto as Centex Corporation Exhibit 2.1 and incorporated herein by reference.

          Centex and the Partnership also announced that Centex and an indirect, wholly owned partnership subsidiary, Centex Development Acquisition, L.P., entered into an Agreement and Plan of Merger with the Partnership on November 17, 2003 pursuant to which Centex Development Acquisition, L.P. will merge with and into the Partnership, with the Partnership being the surviving entity and an indirect subsidiary of Centex (the “Partnership Merger”). Pursuant to the Partnership Merger, the warrants to purchase Class B Units of limited partnership interests in the Partnership owned by Centex Stockholders will be cancelled and payment will be made to the holders of the beneficial interests in the warrants (other than those held by Centex) of an amount equal to $.01 per share of Centex common stock. A copy of the Agreement and Plan of Merger for the Partnership Merger is attached as Centex Corporation Exhibit 2.2 and incorporated herein by reference.

          Centex, Holding and the Partnership also announced that in connection with the Transaction, they and the Nominee entered into an Amendment to Nominee Agreement on November 17, 2003, which will allow them, subject to the affirmative vote of the stockholders of Centex and completion of the Holding Merger and Partnership Merger, to terminate the Nominee Agreement on the closing of the Transaction without a distribution of the beneficial interests in the Holding common stock or the warrants to purchase Class B Units of limited partnership interest in the Partnership. A copy of the Amendment to Nominee Agreement is attached as Centex Corporation Exhibit 4.1 and incorporated herein by reference.

Item 7. Financial Statements and Exhibits.

          (A) Centex Corporation Exhibits

Exhibit
Number	Description
2.1	Agreement and Plan of Merger dated as of November 17, 2003, by and among 3333 Holding Corporation, Centex Corporation and 3333 Acquisition Corp.
2.2	Agreement and Plan of Merger dated as of November 17, 2003, by and among Centex Development Company, L.P., 3333 Development Corporation, Centex Corporation, Centex Development Acquisition, L.P. and Centex Homes

1

Exhibit
Number	Description
4.1	Amendment to Nominee Agreement dated as of November 17, 2003, by and between Centex Corporation, 3333 Holding Corporation, Centex Development Company, L.P. and Mellon Investor Services LLC
99.1	Press release of Centex Corporation, 3333 Holding Corporation and Centex Development Company, L.P. dated November 18, 2003

          (B) 3333 Holding Corporation Exhibits

Exhibit
Number	Description
2.1	Agreement and Plan of Merger dated as of November 17, 2003, by and among 3333 Holding Corporation, Centex Corporation and 3333 Acquisition Corp.
4.1	Amendment to Nominee Agreement dated as of November 17, 2003, by and between Centex Corporation, 3333 Holding Corporation, Centex Development Company, L.P. and Mellon Investor Services LLC
99.1	Press release of Centex Corporation, 3333 Holding Corporation and Centex Development Company, L.P. dated November 18, 2003

          (C) Centex Development Company, L.P. Exhibits

Exhibit
Number	Description
2.1	Agreement and Plan of Merger dated as of November 17, 2003, by and among Centex Development Company, L.P., 3333 Development Corporation, Centex Corporation, Centex Development Acquisition, L.P. and Centex Homes
4.1	Amendment to Nominee Agreement dated as of November 17, 2003, by and between Centex Corporation, 3333 Holding Corporation, Centex Development Company, L.P. and Mellon Investor Services LLC
99.1	Press release of Centex Corporation, 3333 Holding Corporation and Centex Development Company, L.P. dated November 18, 2003

2

SIGNATURES

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

	CENTEX CORPORATION
	By:	/s/ Raymond G. Smerge
		Name:	Raymond G. Smerge
		Title:	Executive Vice President, Chief Legal Officer and Secretary
	3333 HOLDING CORPORATION
	By:	/s/ Todd D. Newman
		Name:	Todd D. Newman
		Title:	Senior Vice President, Chief Financial Officer and Treasurer
	CENTEX DEVELOPMENT COMPANY, L.P.
	By:	3333 Development Corporation, General Partner
	By:	/s/ Todd D. Newman
		Name:	Todd D. Newman
		Title:	Senior Vice President, Chief Financial Officer and Treasurer
Date: November 18, 2003

EXHIBIT INDEX

          (A) Centex Corporation Exhibits

Exhibit		Filed Herewith or
Number	Description	Incorporated by Reference
2.1	Agreement and Plan of Merger dated as of November 17, 2003, by and among 3333 Holding Corporation, Centex Corporation and 3333 Acquisition Corp.	Filed herewith
2.2	Agreement and Plan of Merger dated as of November 17, 2003, by and among Centex Development Company, L.P., 3333 Development Corporation, Centex Corporation, Centex Development Acquisition, L.P. and Centex Homes	Filed herewith
4.1	Amendment to Nominee Agreement dated as of November 17, 2003, by and between Centex Corporation, 3333 Holding Corporation, Centex Development Company, L.P. and Mellon Investor Services LLC	Filed herewith
99.1	Press release of Centex Corporation, 3333 Holding Corporation and Centex Development Company, L.P. dated November 18, 2003	Filed herewith

          (B) 3333 Holding Corporation Exhibits

Exhibit		Filed Herewith or
Number	Description	Incorporated by Reference
2.1	Agreement and Plan of Merger dated as of November 17, 2003, by and among 3333 Holding Corporation, Centex Corporation and 3333 Acquisition Corp.	Exhibit 2.1 of Centex Corporation Exhibits filed herewith
4.1	Amendment to Nominee Agreement dated as of November 17, 2003, by and between Centex Corporation, 3333 Holding Corporation, Centex Development Company, L.P. and Mellon Investor Services LLC	Exhibit 4.1 of Centex Corporation Exhibits filed herewith
99.1	Press release of Centex Corporation, 3333 Holding Corporation and Centex Development Company, L.P. dated November 18, 2003	Exhibit 99.1 of Centex Corporation Exhibits filed herewith

          (C) Centex Development Company, L.P. Exhibits

Exhibit		Filed Herewith or
Number	Description	Incorporated by Reference
2.1	Agreement and Plan of Merger dated as of November 17, 2003, by and among Centex Development Company, L.P., 3333 Development Corporation, Centex Corporation, Centex Development Acquisition, L.P. and Centex Homes	Exhibit 2.2 of Centex Corporation Exhibits filed herewith
4.1	Amendment to Nominee Agreement dated as of November 17, 2003, by and between Centex Corporation, 3333 Holding Corporation, Centex Development Company, L.P. and Mellon Investor Services LLC	Exhibit 4.1 of Centex Corporation Exhibits filed herewith
99.1	Press release of Centex Corporation, 3333 Holding Corporation and Centex Development Company, L.P. dated November 18, 2003	Exhibit 99.1 of Centex Corporation Exhibits filed herewith

EX-2.1 3 d10716exv2w1.txt EX-2.1 AGREEMENT AND PLAN OF MERGER EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER AMONG 3333 HOLDING CORPORATION, CENTEX CORPORATION, AND 3333 ACQUISITION CORP. DATED AS OF NOVEMBER 17, 2003 TABLE OF CONTENTS

Page ---- ARTICLE I The Merger................................................................................ 2 SECTION 1.1 The Merger...................................................................... 2 SECTION 1.2 Closing......................................................................... 2 SECTION 1.3 Effective Time.................................................................. 2 SECTION 1.4 Effects of the Merger........................................................... 2 SECTION 1.5 Articles of Incorporation; By-laws.............................................. 3 SECTION 1.6 Directors....................................................................... 3 SECTION 1.7 Officers........................................................................ 3 SECTION 1.8 Effect on Capital Stock......................................................... 3 SECTION 1.9 Cancellation of Centex Warrants................................................. 4 SECTION 1.10 Further Assistance.............................................................. 4 SECTION 1.11 Approval and Recommendation of the Board........................................ 5 ARTICLE II Proxy Statement; Stockholders' Meeting................................................... 5 SECTION 2.1 Proxy Statement................................................................. 5 SECTION 2.2 Stockholders' Meeting........................................................... 6 ARTICLE III No Dissenters' Rights; Payment for Common Stock; Related Matters........................ 7 SECTION 3.1 No Dissenters' Rights........................................................... 7 SECTION 3.2 Payment for Shares.............................................................. 7 ARTICLE IV Representations and Warranties of the Company............................................ 7 SECTION 4.1 Corporate Existence and Power................................................... 7 SECTION 4.2 Corporate Authorization; Approvals.............................................. 8 SECTION 4.3 Governmental Authorization...................................................... 8 SECTION 4.4 Non-Contravention............................................................... 8 SECTION 4.5 Capitalization.................................................................. 9 SECTION 4.6 Subsidiaries.................................................................... 10 SECTION 4.7 Past SEC Documents; Undisclosed Liabilities..................................... 11 SECTION 4.8 Disclosure Statements........................................................... 11 SECTION 4.9 Absence of Certain Changes...................................................... 11 SECTION 4.10 Litigation...................................................................... 12 SECTION 4.11 [reserved]...................................................................... 12 SECTION 4.12 Compliance with Laws; Licenses, Permits and Registrations....................... 12 SECTION 4.13 Contracts....................................................................... 12 SECTION 4.14 Properties...................................................................... 13 SECTION 4.15 Required Vote; Board Approval................................................... 13 SECTION 4.16 [reserved]...................................................................... 13 SECTION 4.17 Finders' Fees................................................................... 13 SECTION 4.18 Opinion of the Company Financial Advisor........................................ 13 SECTION 4.19 [reserved]...................................................................... 14 ARTICLE V Representations and Warranties of Centex and Acquirer..................................... 14 SECTION 5.1 Corporate Existence and Power................................................... 14 SECTION 5.2 Corporate Authorization; Approvals.............................................. 14 SECTION 5.3 Governmental Authorization...................................................... 14 SECTION 5.4 Non-Contravention............................................................... 15 SECTION 5.5 Information in Securities Filings............................................... 15 SECTION 5.6 Finders' Fees................................................................... 15 ARTICLE VI Covenants................................................................................ 15 SECTION 6.1 Conduct of Business of the Company.............................................. 15

i SECTION 6.2 Indemnification and Insurance................................................... 16 SECTION 6.3 Other Proposals................................................................. 17 SECTION 6.4 Public Announcements............................................................ 19 ARTICLE VII Conditions to Consummation of the Merger................................................ 20 SECTION 7.1 Conditions to Each Party's Obligation........................................... 20 SECTION 7.2 Conditions to Acquirer's and Centex's Obligation................................ 20 SECTION 7.3 Conditions to the Company's Obligation.......................................... 21 ARTICLE VIII Termination; Amendment; Waiver......................................................... 21 SECTION 8.1 Termination..................................................................... 21 SECTION 8.2 Effect of Termination........................................................... 22 SECTION 8.3 Amendment....................................................................... 23 SECTION 8.4 Extension; Waiver............................................................... 23 ARTICLE IX Miscellaneous............................................................................ 23 SECTION 9.1 Nonsurvival of Representations, Warranties and Agreements....................... 23 SECTION 9.2 Entire Agreement; Assignment.................................................... 23 SECTION 9.3 Validity........................................................................ 24 SECTION 9.4 Notices......................................................................... 24 SECTION 9.5 Defined Terms................................................................... 25 SECTION 9.6 Governing Law................................................................... 26 SECTION 9.7 Descriptive Headings............................................................ 26 SECTION 9.8 Parties in Interest............................................................. 26 SECTION 9.9 Counterparts.................................................................... 27 SECTION 9.10 Expenses........................................................................ 27 SECTION 9.11 Specific Performance............................................................ 27 ii AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER, dated as of November 17, 2003 (this "AGREEMENT"), is entered into by and among 3333 HOLDING CORPORATION, a Nevada corporation (the "COMPANY"), CENTEX CORPORATION, a Nevada corporation ("CENTEX"), and 3333 ACQUISITION CORP., a Nevada corporation and a wholly-owned subsidiary of Centex ("ACQUIRER"). R E C I T A L S A. The holders of Centex common stock, par value $.25 per share (the "CENTEX COMMON STOCK"), collectively (i) through their ownership of Centex Common Stock, beneficially own all of the issued and outstanding shares of common stock, par value $.01 per share, of Acquirer, and (ii) through a nominee arrangement with Mellon Investor Services LLC ("NOMINEE"), beneficially own all of the shares of common stock, par value $.01 per share ("COMMON STOCK"), of the Company. B. Centex and the Company desire that Acquirer be merged with and into the Company (the "MERGER"), upon the terms and subject to the conditions set forth in this Agreement and in accordance with the applicable provisions of the Nevada Revised Statutes, as amended (the "NRS"), pursuant to which the Common Stock will be canceled and the beneficial interest in the Common Stock will be converted into the right to receive the Merger Consideration (as defined in Section 1.8(d) below). C. A special committee of the Board of Directors of the Company (the "SPECIAL COMMITTEE") and the Board of Directors of the Company have received the opinion of Houlihan Lokey Howard & Zukin Financial Advisors, Inc. (the "COMPANY FINANCIAL ADVISOR"), dated as of November 17, 2003 (the "FAIRNESS OPINION") to the effect that, based on, and subject to, the various assumptions and qualifications set forth therein, as of the date of such opinion, the Transaction (as defined in Schedule 1), including the Merger Consideration (as defined in Section 1.8(d) below) to be received by the Company's stockholders pursuant to the Merger, is fair from a financial point of view to such holders. D. The Special Committee has, based in part on the determination of the Company Financial Advisor, approved this Agreement, determined and declared that this Agreement, the Merger and the transactions contemplated hereby are fair to, advisable, and in the best interests of, the Company's stockholders and has recommended approval of the Merger and adoption of the Agreement by the Board of Directors and the stockholders of the Company. E. The Board of Directors of the Company has, based in part on the determination of the Special Committee, (i) determined and declared that this Agreement, the Merger and the transactions contemplated hereby are fair to, advisable and in the best interests of, the Company and its stockholders, (ii) approved this Agreement and, subject to obtaining the approval of the stockholders of the Company as required under applicable law, the Merger, and (iii) has determined to submit this Agreement to the stockholders of the Company for approval. F. The affirmative vote of the holders of a majority of the beneficial interest in the shares of Common Stock outstanding and entitled to vote at the Stockholders' Meeting (as defined in Section 2.2 below) is required to adopt this Agreement for the Merger. 1 G. The Board of Directors of the Company has directed that this Agreement be submitted to the stockholders of the Company at the Stockholders' Meeting (as defined in Section 2.2 below). H. The Board of Directors of Acquirer has (i) determined that this Agreement and the Merger are fair to and in the best interests of Acquirer and its sole stockholder, and (ii) approved this Agreement and adopted the Merger as set forth herein. I. The sole stockholder of Acquirer has approved this Agreement and the Merger by written consent of such sole stockholder. J. Centex, Acquirer and the Company desire to make certain representations, warranties, covenants and agreements in connection with the Merger and also to prescribe various conditions to the Merger. NOW, THEREFORE, in consideration of the respective covenants and promises contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE I THE MERGER SECTION 1.1 The Merger. Upon the terms and subject to the conditions hereof, and in accordance with the applicable provisions of the NRS, Acquirer shall be merged with and into the Company. The Company shall continue as the surviving corporation (the "SURVIVING CORPORATION") in the Merger and the separate corporate existence of Acquirer shall cease (Acquirer and the Company are sometimes referred to herein as the "CONSTITUENT CORPORATIONS"). SECTION 1.2 Closing. Unless this Agreement has been terminated and the transactions herein contemplated have been abandoned pursuant to Article VIII, and subject to the satisfaction or waiver of the conditions set forth in Article VII, the closing of the Merger (the "CLOSING") will take place at 12:00 p.m. on the first business day after satisfaction or waiver of the conditions set forth in Article VII (the "CLOSING DATE"), at the offices of Thompson & Knight LLP, 1700 Pacific Ave., Suite 3300, Dallas, Texas, unless another date, time or place is agreed to by the parties hereto, but in no event later than March 31, 2004. SECTION 1.3 Effective Time. On the Closing Date, the Surviving Corporation shall file articles of merger (the "ARTICLES OF MERGER") executed in accordance with the NRS, with the Secretary of State of the State of Nevada (the "SECRETARY"), and the Merger shall become effective at 8:59 p.m. Pacific Time on the date the Articles of Merger are accepted for filing by the Secretary or at such other time as is specified in the Articles of Merger to which Acquirer and the Company shall have agreed (the time the Merger becomes effective being the "EFFECTIVE TIME"). SECTION 1.4 Effects of the Merger. The Merger shall have the effects set forth in the Section 92A.250 of the NRS and all other effects specified in the applicable provisions of the NRS, including, without limitation, that at the Effective Time, all the properties, rights, privileges, powers and franchises of the Company and Acquirer shall vest in the Surviving 2 Corporation, and all debts, liabilities and duties of the Company and Acquirer shall become the debts, liabilities and duties of the Surviving Corporation. SECTION 1.5 Articles of Incorporation; By-laws. (a) The articles of incorporation of Acquirer, as in effect immediately prior to the Effective Time, shall become the articles of incorporation of the Surviving Corporation, except that the name of the Surviving Corporation shall remain the name of the Company and, as so amended, until thereafter further amended as provided therein and under the NRS, it shall be the articles of incorporation of the Surviving Corporation following the Merger. (b) The by-laws of Acquirer as in effect at the Effective Time shall be the by-laws of Surviving Corporation following the Merger until thereafter changed or amended as provided therein and under the NRS. SECTION 1.6 Directors. At the Effective Time, each of the directors of the Company shall resign from their respective positions on the Boards of Directors of the Company and any of its Subsidiaries. The directors of Acquirer immediately prior to the Effective Time shall be the directors of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified as the case may be. A "SUBSIDIARY" of any person means another person if the first person or a subsidiary thereof owns an amount of the voting securities, other voting ownership or voting partnership interests which is sufficient to elect at least a majority of its Board of Directors (or other governing body) of such person or, if there are no such voting interests, if the first person or a subsidiary thereof owns 50% or more of the equity interests of such person. Notwithstanding anything in this Agreement to the contrary, any representation or warranty of the Company with respect to Centex Development Company UK Limited and its Subsidiaries (which Centex acknowledges are managed by Centex Homes, an affiliate of Centex, pursuant to a Management Agreement dated as of April 1, 2001 between CDC (as defined in Section 1.8(b)) and Centex Homes) is limited to the Knowledge of the Company. As used in this Agreement, the term "KNOWLEDGE" when referring to the Company or any Subsidiary of the Company means the actual knowledge of the Company's current officers and directors without the conduct by any such person of any independent investigation. SECTION 1.7 Officers. The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, all such officers to hold office from the Effective Time until the earlier of their resignation or removal or until their respective successors are duly elected and qualified as the case may be. SECTION 1.8 Effect on Capital Stock. As of the Effective Time, by virtue of the Merger and without any action on the part of Acquirer, the Company, the Surviving Corporation or the holder of any shares of the Common Stock or any shares of capital stock of Acquirer: (a) Capital Stock of Acquirer. Each share of common stock of Acquirer issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid and nonassessable share of the common stock, par value $.01 per share, of the Surviving Corporation. 3 (b) Termination of Nominee Agreement. Pursuant to Section 8.3 of the Nominee Agreement dated November 30, 1987 by and between Centex, the Company, Centex Development Company, L.P. ("CDC") and First RepublicBank Dallas, National Association, as initial Nominee, as amended by the contemplated amendment (the "NOMINEE AGREEMENT"), subject to and upon the approval by the stockholders of Centex, which approval will be sought at the Stockholders' Meeting (as defined in Section 2.2 below), and the consummation of the Merger and the CDC Merger (as defined in Section 7.1(c) below), the Nominee Agreement will be terminated and canceled in all respects without effectuation of the Detachment (as defined in the Nominee Agreement) of the Deposited Securities (as defined in the Nominee Agreement). (c) Cancellation of Company Treasury Stock. Each share of the Common Stock that is owned by the Company or by any Subsidiary of the Company, if any, shall automatically be canceled and retired and shall cease to exist, and no consideration shall be delivered or deliverable in exchange therefor. (d) Conversion of Common Stock. Each share of Common Stock issued and outstanding immediately prior to the Effective Time, other than shares to be canceled in accordance with Section 1.8(c), shall, by virtue of the Merger and without any action on the part of the Nominee or the beneficial holders thereof, be converted into the right to receive from the Surviving Corporation, and Centex shall cause the Surviving Corporation to pay pursuant to this Agreement, without interest, consideration equal to an amount that provides to each holder of a beneficial interest in the Common Stock $.01 in cash per share of Centex Common Stock held by such holder at the Effective Time (the "MERGER CONSIDERATION"), less any required tax withholding. At the Effective Time, all such shares of the Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each beneficial owner of a certificate representing any such shares of the Common Stock, held by the Nominee on behalf of such beneficial owners, shall, to the extent such certificate represents such shares, cease to have any rights with respect thereto, except the right to receive the Merger Consideration applicable thereto, without interest, in accordance with Section 3.2. As used in this Agreement the term "MERGER CONSIDERATION" shall mean the per share amount in reference to the consideration designated on a per share basis and, as the context otherwise requires, shall refer to the aggregate consideration represented by the per share amount multiplied by the total number of shares of Centex Common Stock then outstanding. SECTION 1.9 Cancellation of Centex Warrants. At the Effective Time, the outstanding warrants to purchase 100 shares of Common Stock owned by Centex (subject to adjustment) at an exercise price of $800 per share (subject to adjustment) ("CENTEX WARRANTS"), shall automatically be canceled and retired and shall cease to exist, and no consideration shall be delivered or deliverable in exchange therefor. SECTION 1.10 Further Assistance. If at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments or assurances or any other acts or things are necessary, desirable or proper (i) to vest, perfect or confirm, of record or otherwise, in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of the Constituent Corporations acquired or to be acquired as a result of the Merger or (ii) otherwise to carry out the purposes of this Agreement, the Surviving Corporation and its proper officers and directors or their designees are authorized to execute and deliver, in the name and on behalf of the Constituent Corporations, all such deeds, 4 bills of sale, assignments and assurances and do, in the name and on behalf of the Constituent Corporations, all such other acts and things necessary, desirable or proper to vest, perfect or confirm its right, title or interest in, to or under any of the rights, properties or assets of the Constituent Corporations acquired or to be acquired as a result of the Merger and otherwise to carry out the purpose of this Agreement. SECTION 1.11 Approval and Recommendation of the Board. The Company hereby approves of and consents to the Merger and represents that the Board of Directors of the Company (hereafter, the "COMPANY BOARD"), at a meeting duly called and held on November 17, 2003, with Stephen M. Weinberg abstaining because of his joint current employment relationship with Centex Service Company, a wholly owned subsidiary of Centex, adopted resolutions, in accordance with the recommendation of the Special Committee, (i) determining that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and its stockholders, (ii) approving, adopting and declaring advisable this Agreement and the transactions contemplated hereby and (iii) recommending that the stockholders of the Company vote in favor of the Merger, subject to the Company Board's right to withdraw, modify or amend such recommendation if the Company Board or Special Committee determines in good faith, after receipt of the advice of its outside counsel, that such action is necessary for the Company Board to comply with its fiduciary duties under applicable law. The Company agrees to execute an amendment to the Nominee Agreement, in the form previously provided, that will allow, subject to the affirmative vote of the stockholders of Centex, which approval will be sought at the Stockholders' Meeting (as defined in Section 2.2 below), for the termination of the Nominee Agreement in all respects without effectuation of a Detachment (as defined in the Nominee Agreement) or distribution of the Deposited Securities (as defined in the Nominee Agreement). The Company Financial Advisor has delivered to the Special Committee its Fairness Opinion to the effect that, as of the date of such opinion, the Transaction, including the Merger Consideration, is fair to the Company's stockholders from a financial point of view. ARTICLE II PROXY STATEMENT; STOCKHOLDERS' MEETING SECTION 2.1 Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, the Company and Centex shall cooperate (with the cooperation of the Acquirer as needed) and promptly prepare and file with the Securities and Exchange Commission ("SEC") a joint proxy statement relating to the meetings of the Company's and Centex's stockholders to be jointly held where (a) the Centex Stockholders will be asked to (1) approve an amendment to the Restated Articles of Incorporation of Centex to increase the authorized shares of Centex Common Stock, and (2) approve the termination of the Nominee Agreement in order to facilitate the Transaction, and (b) the Company Stockholders will be asked to approve the Transaction, including the Merger and this Agreement (collectively, together with any amendments thereof or supplements thereto, the "PROXY STATEMENT"), with respect to the Merger and any other filings made by or required to be made by the Company or Centex with the SEC other than the Proxy Statement (the "OTHER FILINGS"), if any. The respective parties shall cause the Proxy Statement and any Other Filings to comply as to form in all material respects with the applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "EXCHANGE ACT"), including Regulation 14A, and any other applicable laws. The respective 5 parties, after consultation with the other, will use all reasonable efforts to respond to any comments made by the SEC with respect to the Proxy Statement and any Other Filings. Each of Centex, Acquirer and the Company shall furnish to each other all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Proxy Statement and any Other Filings. As promptly as practicable after the clearance of the Proxy Statement by the SEC, the Company and Centex shall mail the Proxy Statement to their stockholders (or, if the SEC chooses not to review the Proxy Statement, within 20 days after the date that the SEC notifies the Company and Centex that it will not review the Proxy Statement, unless otherwise agreed by the Company and Centex). The Proxy Statement shall include the recommendation of the Company Board that adoption of the Merger Agreement by the Company's stockholders is advisable and that the Company Board has determined that the Merger is fair to, and in the best interests of, the Company's stockholders, subject to the Company Board's right to withdraw, modify or amend such recommendation if the Company Board or Special Committee determines in good faith, after receipt of the advice of its outside counsel and the Company Financial Advisor, that such action is necessary for the Company Board to comply with its fiduciary duties under applicable law. No amendment or supplement to the Proxy Statement or any Other Filings will be made by the Company without the prior approval of Centex, which approval shall not be unreasonably withheld, delayed or conditioned. The Company will advise Centex or Acquirer, promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement or any Other Filings or comments thereon and responses thereto or requests by the SEC for additional information. (b) Each of the parties agrees to use its reasonable best efforts to cooperate and to provide each other with such information as any of such parties may reasonably request in connection with the preparation of the Proxy Statement and the Other Filings. Each party agrees promptly to supplement, update and correct any information provided by it for use in the Proxy Statement and the Other Filings to the extent that it is or shall have become incomplete, false or misleading. If at any time prior to the Effective Time, any event or circumstance relating to Centex or Acquirer or their respective officers and directors, should be discovered by Centex which should be set forth in an amendment to the Proxy Statement or Other Filings, Centex shall promptly inform the Company. If at any time prior to the Effective Time, any event or circumstance relating to the Company, or its officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Proxy Statement or any Other Filing, the Company shall promptly inform Centex. SECTION 2.2 Stockholders' Meeting. Subject to Section 6.3 of this Agreement, and in accordance with the Company's and Centex's respective articles of incorporation and by-laws, the Company and Centex shall call and hold a joint meeting of their stockholders (the "STOCKHOLDERS' MEETING") as promptly as practicable for the purpose of (a) the Centex Stockholders voting to approve (1) an amendment to the Restated Articles of Incorporation of Centex to increase the authorized shares of Centex Common Stock, and (2) the termination of the Nominee Agreement in order to facilitate the series of transactions that includes the Merger, and (b) the Company Stockholders voting to approve the Merger and this Agreement. Subject to Section 6.3 of this Agreement, the Company and Centex shall use their reasonable best efforts to 6 hold the Stockholders' Meeting as promptly as practicable after the date on which the Proxy Statement is cleared by the SEC. ARTICLE III NO DISSENTERS' RIGHTS; PAYMENT FOR COMMON STOCK; RELATED MATTERS SECTION 3.1 No Dissenters' Rights. Pursuant to the provisions of NRS Section 92A.390, the holders of Common Stock shall not have any dissenters' rights or rights of appraisal as a result of the Merger and shall be entitled to receive only the Merger Consideration. SECTION 3.2 Payment for Shares. (a) Prior to the Effective Time, Centex will engage a paying agent (the "PAYING AGENT") for the payment of the Merger Consideration upon consummation of the Merger. Promptly following the Effective Time, Centex shall cause the Surviving Corporation to provide to the Paying Agent cash in an amount sufficient to pay the Merger Consideration pursuant to Section 1.8. All of the fees and expenses of the Paying Agent shall be borne by the Surviving Corporation. (b) As soon as practicable after the Effective Time, the Paying Agent shall cause to be delivered to each beneficial holder of Common Stock (as determined by such holder's status as a record holder of Centex Common Stock) immediately prior to the Effective Time a check in the amount to which such holder is entitled, after giving effect to any required tax withholdings. (c) No payment of Merger Consideration can be paid to an owner of Common Stock which is not registered in the transfer records of the Company, unless such holder notifies Centex in writing as specified in the Proxy Statement prior to the Effective Time and such notice is accompanied by all documents required by the Company and the transfer agent, as the case may be, to evidence and effect a transfer of ownership in the transfer records of the Company prior to the Effective Time. (d) From and after the Effective Time there shall be no transfers on the stock transfer books of the Surviving Corporation of the shares of Common Stock that were outstanding immediately prior to the Effective Time. (e) The Merger Consideration paid in accordance with the terms of this Article III shall be deemed to have been paid and issued in full satisfaction of all rights pertaining to the shares of Common Stock. ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY The Company represents and warrants to Centex and Acquirer as follows: SECTION 4.1 Corporate Existence and Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Nevada, and has corporate power to carry on its business as presently conducted. The Company is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes 7 such qualification necessary, except where the failure to be so qualified or in good standing, individually or in the aggregate, would not have a Company Material Adverse Effect. As used herein, the term "COMPANY MATERIAL ADVERSE EFFECT" shall mean any adverse change, effect, event, occurrence or state of facts (a) affecting the financial condition, business, assets, properties, operations or results of operations of the Company or any of its Subsidiaries which is material to the Company and its Subsidiaries, taken as a whole, or (b) which would prevent or materially impair the Company from consummating the Merger, which has occurred or would reasonably be expected to occur as a result of any such change, effect, event, occurrence or state of facts. SECTION 4.2 Corporate Authorization; Approvals. The Company has the requisite corporate power and authority to execute and deliver this Agreement and, subject to the Company Stockholder Approval (as defined in Section 4.15 below) of this Agreement, as required by applicable law, to consummate the Merger. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Merger have been duly authorized by all necessary corporate action on the part of the Company, and, except for the Company Stockholder Approval, no other corporate action on the part of the Company is necessary to authorize the consummation of the Merger. This Agreement has been duly executed and delivered by the Company and, assuming that this Agreement constitutes a valid and binding obligation of Centex and Acquirer, this Agreement constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors' rights generally or by general equitable or fiduciary principles. SECTION 4.3 Governmental Authorization. To the Knowledge of the Company, the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger require no action by or in respect of, or filing with, any federal, state or local governmental authority, or any court, administrative or regulatory agency or commission or other governmental authority or agency, (each, a "GOVERNMENTAL ENTITY"), other than, if any, (a) the filing of (i) the Articles of Merger in accordance with the NRS and (ii) appropriate documents with the relevant authorities of other states or jurisdictions in which the Company or any of its Subsidiaries is qualified to do business; (b) compliance with any applicable requirements of the New York Stock Exchange ("NYSE"); (c) compliance with any applicable requirements of the London Stock Exchange ("LSE"); (d) compliance with any applicable requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "SECURITIES ACT"), and the Exchange Act; (e) such as may be required under any applicable state securities or blue sky laws or state takeover laws; and (f) such other consents, approvals, actions, orders, authorizations, registrations, declarations and filings which, if not obtained or made, would not, individually or in the aggregate, have a Company Material Adverse Effect (the filings and authorizations referred to in clauses (a) through (f) being referred to collectively as the "COMPANY REQUIRED GOVERNMENTAL CONSENTS"). SECTION 4.4 Non-Contravention. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger do not and will not (a) contravene or conflict with the Company's articles of incorporation, by-laws, (b) assuming that all of the Company Required Governmental Consents are obtained, contravene 8 or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to the Company, (c) to the Knowledge of the Company, constitute a default under or give rise to a right of termination, cancellation or acceleration (with or without due notice or lapse of time or both) of any right or obligation of the Company or to a loss of any benefit or status to which the Company is entitled under any provision of any contract or other instrument binding upon the Company (other than any note, mortgage, indenture or loan agreement or similar instrument made or given by the Company or its Subsidiaries) or any license, franchise, permit or other similar authorization held by the Company or (d) to the Knowledge of the Company, result in the creation or imposition of any Lien (as defined below) on any asset of the Company, other than, in the case of each of (b), (c) and (d), any such items that would not, individually or in the aggregate, have a Company Material Adverse Effect. As used in this Agreement, "LIEN" means any mortgage, lien, pledge, charge, claim, security interest or encumbrance of any kind; provided, however, that the term "LIEN" shall not include (i) liens for water and sewer charges and current taxes, assessments and other governmental levies, fees or charges not yet due and payable or being contested in good faith, (ii) landlords', mechanics', carriers', workers', repairers', materialmen's, warehousemen's and similar liens, (iii) purchase money liens and liens securing rental payments under capital lease arrangements and (iv) liens or imperfections on property which do not materially detract from the value or the existing use of the property affected by such lien or imperfection. SECTION 4.5 Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 shares of Common Stock, par value $.01 per share, and no shares of preferred stock. There were, as of the close of business on the date hereof, (i) 1,000 shares of Common Stock issued and outstanding and held by the Nominee for the benefit of the Company's stockholders, and (ii) no shares of Common Stock held in the treasury of the Company. As of the date hereof, there were 100 shares of Common Stock reserved for issuance upon exercise of outstanding Centex Warrants. Except for the Centex Warrants and as described in the preceding sentence, all outstanding shares of the capital stock of the Company are duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the NRS, the Company's articles of incorporation, the Company's by-laws or any contract to which the Company is a party or otherwise bound. (b) As of the date hereof, except for the Centex Warrants and as described in Section 4.5(a) herein, there are no outstanding (i) shares of capital stock or other voting securities of the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company or (iii) options or other rights to acquire from the Company, or obligations of the Company to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Common Stock or other capital stock of the Company or any of its Subsidiaries or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary of the Company or other entity, other than loans to Subsidiaries in the ordinary course of business. 9 SECTION 4.6 Subsidiaries. (a) Each Subsidiary of the Company is an entity duly organized, validly existing and in good standing under the laws of its state or country of organization, and has all powers required to carry on its business as now conducted, except where the failure to be so organized or in such existence or standing or have such powers, individually or in the aggregate, would not have a Company Material Adverse Effect. Each Subsidiary of the Company is duly qualified to do business as a foreign entity and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except where the failure to be so qualified, individually or in the aggregate, would not have a Company Material Adverse Effect. (b) All of the outstanding shares of capital stock of, or other ownership interest in, each Subsidiary of the Company, have been duly authorized and validly issued and all of the outstanding shares of capital stock of each Subsidiary that is a corporation are fully paid and nonassessable. All of the outstanding capital stock or other ownership interest which is owned, directly or indirectly, by the Company in each of its Subsidiaries is owned free and clear of any Lien and, with respect to corporate Subsidiaries, free of any other limitation or restriction, including any limitation or restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interest (other than any of such under the Securities Act or any state or foreign securities laws) (provided that restrictions on these rights with respect to non-corporate subsidiaries would not have a Company Material Adverse Effect). Except for the Centex Warrants and as described in Section 4.5(a) herein, there are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Company, (ii) options, warrants or other rights to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock, voting securities or ownership interests in, any Subsidiary of the Company, or (iii) obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any outstanding securities of any Subsidiary of the Company or any capital stock of, or other ownership interests in, any Subsidiary of the Company. There are no other persons in which the Company owns, of record or beneficially, any direct or indirect equity or similar interest or any right (contingent or otherwise) to acquire the same. (c) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger do not and will not (a) contravene or conflict with any Subsidiary of the Company's articles of incorporation, by-laws or similar governing document, (b) assuming that all of the Company Required Governmental Consents are obtained, contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to any Subsidiary of the Company, (c) to the Knowledge of the Company, constitute a default under or give rise to a right of termination, cancellation or acceleration (with or without due notice or lapse of time or both) of any right or obligation of any Subsidiary of the Company or to a loss of any benefit or status to which any Subsidiary of the Company is entitled under any provision of any contract or other instrument binding upon any Subsidiary of the Company (other than any note, mortgage, indenture or loan agreement or similar instrument given by the Company or its Subsidiaries) or 10 any license, franchise, permit or other similar authorization held by any Subsidiary of the Company or (d) to the Knowledge of the Company, result in the creation or imposition of any Lien on any asset of any Subsidiary of the Company, other than, in the case of each of (b), (c) and (d), any such items that would not, individually or in the aggregate, have a Company Material Adverse Effect. SECTION 4.7 Past SEC Documents; Undisclosed Liabilities. The Company has filed, in a timely manner, all reports, filings, registration statements and other documents required to be filed by it with the SEC after January 1, 2000 and prior to the date of this Agreement (collectively, the "PAST SEC DOCUMENTS"). As of its respective filing date or as amended or supplemented prior to the date hereof, each Past SEC Document, to the Knowledge of the Company, complied as to form in all material respects with the applicable requirements of the Securities Act and/or the Exchange Act, as the case may be and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Past SEC Documents, to the Knowledge of the Company, comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the Past SEC Documents filed and publicly available prior to the date hereof, to the Knowledge of the Company, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated Subsidiaries or in the notes thereto and that, individually or in the aggregate, could reasonably be expected to have a Company Material Adverse Effect. SECTION 4.8 Disclosure Statements. (a) None of the information provided by the Company for inclusion in the Proxy Statement, as supplemented or amended, if applicable, at the time such Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company, at the time such stockholders vote on adoption of this Agreement and approval of the Merger and at the Effective Time and (b) none of the information provided by the Company for inclusion in any Other Filings or any supplement or amendment thereto, at the time of the filing thereof and at the time of any distribution or dissemination thereof, in each case, will, to the Knowledge of the Company, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading. SECTION 4.9 Absence of Certain Changes. Since June 30, 2003, except as otherwise expressly contemplated by this Agreement as disclosed or provided for in the Past SEC Documents, to the Knowledge of the Company, the Company and its Subsidiaries have conducted their business in the ordinary course consistent with past practice and there has not been any damage, destruction or other casualty loss (whether or not covered by insurance) or any 11 action, event, occurrence, development or state of circumstances or facts that, individually or in the aggregate, would have a Company Material Adverse Effect. Since June 30, 2003, to the Company's Knowledge, neither the Company nor any of its Subsidiaries has taken any action other than in the ordinary course of business which, if taken after the date hereof, would constitute a breach of any provision set forth in Section 6.1 hereof, except as disclosed or provided for in the Past SEC Documents. SECTION 4.10 Litigation. As of the date of this Agreement except as disclosed or provided for in the Past SEC Documents, (a) to the Knowledge of the Company, there are no pending or threatened actions, suits, claims, litigation or other governmental or judicial proceedings or investigations or arbitrations ("PROCEEDINGS") against the Company, its Subsidiaries or any of their respective properties, assets or businesses, or, to the Knowledge of the Company, any of the Company's or any of its Subsidiary's current or former directors or officers (in their capacity as such) or any other person whom the Company or any Subsidiary has agreed to indemnify (that would give rise to the obligation of the Company to indemnify such person); and (b) to the Knowledge of the Company, there are no outstanding orders, judgments, injunctions, awards or decrees of any Governmental Entity ("ORDERS") against the Company, its Subsidiaries, any of their respective properties, assets or businesses, or, to the Knowledge of the Company, any of the Company's or its Subsidiaries' current or former directors (in their capacity as such) or officers or any other person whom the Company or any Subsidiary has agreed to indemnify (that would give rise to the obligation of the Company to indemnify such person), except where such Proceedings or Orders, individually or in the aggregate, would not have a Company Material Adverse Effect. SECTION 4.11 [reserved]. SECTION 4.12 Compliance with Laws; Licenses, Permits and Registrations. (a) To the Knowledge of the Company, neither the Company nor any of its Subsidiaries is in violation of, or has violated, any applicable provisions of any laws, statutes, ordinances, regulations, judgments, injunctions, orders or consent decrees (including, without limitation, any laws, statutes, ordinances, regulations, judgments, injunctions, orders or consent decrees relating to pollution, protection of human health, safety or the environment (collectively, "ENVIRONMENTAL LAWS")), except for any such violations which, individually or in the aggregate, would not have a Company Material Adverse Effect. (b) To the Knowledge of the Company, each of the Company and its Subsidiaries has all permits, licenses, approvals, authorizations of and registrations with and under all federal, state, local and foreign laws (including, without limitation, under any Environmental Law), and from all Governmental Entities required by the Company and its Subsidiaries to carry on their respective businesses as currently conducted, except where the failure to have any such permits, licenses, approvals, authorizations or registrations, individually or in the aggregate, would not have a Company Material Adverse Effect. SECTION 4.13 Contracts. Each material lease, license, contract, agreement or other similar obligation to which the Company or any of its Subsidiaries is a party or by which any of them or any of their properties may be bound, to the Knowledge of the Company, is valid, binding and enforceable and in full force and effect with respect to the Company or its Subsidiaries and, to the Knowledge of the Company, with respect to the other parties thereto, 12 except where the failure thereof would not have a Company Material Adverse Effect, and there are no existing defaults thereunder with respect to the Company or any of its Subsidiaries or, to the Company's Knowledge, the other parties thereto, except for those defaults that would not have a Company Material Adverse Effect. Other than any agreement among only the Company and one or more of its wholly-owned Subsidiaries, neither the Company nor any of its Subsidiaries is a party to any agreement that materially limits the ability of the Company or any of its Subsidiaries to compete in or conduct any material line of its business or compete with any person or in any geographic area or during any period of time. SECTION 4.14 Properties. To the Knowledge of the Company, the Company and its Subsidiaries own fee simple title to or have a valid leasehold interest in each of their real properties (the "COMPANY PROPERTIES"), free and clear of liens, mortgages or deeds of trust, claims against title, charges which are liens, security interests or other encumbrances on title, and the Company Properties are not subject to any rights of way, written agreements, laws, ordinances and regulations affecting building use or occupancy, or reservations of an interest in title (collectively, "PROPERTY RESTRICTIONS"), except for, if any, (i) real estate taxes and special assessments, (ii) inchoate liens imposed for construction work in progress incurred in the ordinary course of business, (iii) real property liens and other encumbrances of record recorded in the appropriate county or counties where the property is located; or (iv) Property Restrictions imposed or promulgated by law or any governmental body or authority with respect to real property, including zoning regulations, that do not (a) materially adversely affect the current use of the property, (b) materially detract from the value of or materially interfere with the current use of the property, or (c) materially detract from the value of or materially interfere with the planned use of any land held for development or properties being developed or expanded. SECTION 4.15 Required Vote; Board Approval. The affirmative vote of the holders of a majority of the beneficial interest in the shares of Common Stock outstanding and entitled to vote at the Stockholders' Meeting (the "COMPANY STOCKHOLDER APPROVAL") is the only vote of any class or series of capital stock of the Company required by law, rule or regulation or the articles of incorporation or the by-laws of the Company to approve this Agreement and the Merger. SECTION 4.16 [reserved]. SECTION 4.17 Finders' Fees. Except for the Company Financial Advisor, the fees of which will be paid by the Company, in connection with this Agreement, the Merger and the transactions contemplated hereby based upon arrangements made by or on behalf of the Company, no investment banker, broker, finder or other such intermediary has been retained by, or is authorized to act on behalf of, the Company or is entitled to any fee or commission from the Company. SECTION 4.18 Opinion of the Company Financial Advisor. The Special Committee and the Company Board have received the Fairness Opinion from the Company Financial Advisor, to the effect that, as of the date of such opinion, the Transaction, including the Merger Consideration, is fair to the Company's stockholders from a financial point of view. A signed copy of the Fairness Opinion has been delivered to Acquirer. The Company hereby represents and warrants that it has been authorized by the Company Financial Advisor to permit the inclusion of the Fairness Opinion and references thereto in the Proxy Statement. Other than the fee payable to the Company Financial Advisor in connection with the Fairness Opinion, the 13 Closing of the Merger and the reimbursement and indemnification obligations of the Company to the Company Financial Advisor related to the Fairness Opinion, neither the Company nor the Company's directors has any continuing obligation to the Company Financial Advisor with respect to the transactions contemplated hereby. SECTION 4.19 [reserved]. ARTICLE V REPRESENTATIONS AND WARRANTIES OF CENTEX AND ACQUIRER Centex and Acquirer represent and warrant to the Company as follows: SECTION 5.1 Corporate Existence and Power. Each of Centex and Acquirer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Nevada and has all full corporate power required to conduct its business as presently conducted. Since the date of its incorporation, Acquirer has not engaged in any activities other than in connection with or as contemplated by this Agreement. SECTION 5.2 Corporate Authorization; Approvals. Centex and Acquirer each have the requisite corporate power and authority to execute and deliver this Agreement and consummate the Merger. The execution, delivery and performance by Centex and Acquirer of this Agreement and the consummation by Centex and Acquirer of the Merger have been duly authorized by all necessary corporate action and no other corporate action on the part of Centex or Acquirer is necessary to authorize the consummation of the Merger other than approval by the stockholders of Centex of the termination of the Nominee Agreement, which approval will be sought at the Stockholders' Meeting. This Agreement has been duly and validly executed and delivered by Centex and Acquirer and, assuming that this Agreement constitutes the valid and binding obligation of the Company, this Agreement constitutes a valid and binding agreement of each of Centex and Acquirer, enforceable in accordance with its terms, except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors' rights generally or by general equitable or fiduciary principles. SECTION 5.3 Governmental Authorization. The execution, delivery and performance by Centex and Acquirer of this Agreement and the consummation by Centex and Acquirer of the Merger requires no action by or in respect of, or filing with, any Governmental Entity, other than (a) those set forth in clauses (a) through (f) of Section 4.3 and (b) such other consents, approvals, actions, orders, authorizations, registrations, declarations and filings which, if not obtained or made, would not, individually or in the aggregate, have a Centex Material Adverse Effect (the filings and authorizations referred to in clauses (a) and (b) being referred to collectively as the "CENTEX REQUIRED GOVERNMENTAL CONSENTS"). As used herein, the term "CENTEX MATERIAL ADVERSE EFFECT" shall mean any adverse change, effect, event, occurrence or state of facts resulting in a material adverse change in the ability of Centex to consummate the Merger and other transactions contemplated by this Agreement, which has occurred or would reasonably be expected to occur as a result of any such change, effect, event, occurrence or state of facts. 14 SECTION 5.4 Non-Contravention. The execution, delivery and performance by Centex and Acquirer of this Agreement and the consummation by Centex and Acquirer of the Merger do not and will not (a) contravene or conflict with the articles of incorporation or by-laws of Centex or the Acquirer, (b) assuming that all of the Centex Required Governmental Consents are obtained, contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to Centex or Acquirer, (c) constitute a default under or give rise to a right of termination, cancellation or acceleration (with or without due notice or lapse of time or both) of any right or obligation of Centex or Acquirer or to a loss of any benefit or status to which Centex or Acquirer is entitled under any provision of any agreement, contract or other instrument binding upon Centex or Acquirer or any license, franchise, permit or other similar authorization held by Centex or Acquirer or (d) result in the creation or imposition of any Lien on any asset of the Centex or Acquirer other than, in the case of each of (b), (c) and (d), any such items that would not, individually or in the aggregate, have a Centex Material Adverse Effect. SECTION 5.5 Information in Securities Filings. All documents required to be filed by Centex or Acquirer with the SEC in connection with the Merger, and any information supplied by Centex or Acquirer for inclusion or incorporation by reference in the Proxy Statement and any Other Filings, or any supplement or amendment to any such filings, will not, at the respective times when such are filed with the SEC and/or are first published, given or mailed to the Company's stockholders, as the case may be, and at the Effective Time, in each case, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading. The representations and warranties contained in this Section 5.5 will not apply to statements or omissions included in any such filings based upon information furnished in writing by or on behalf of the Company. SECTION 5.6 Finders' Fees. There is no investment banker, broker, finder or other intermediary who is entitled to any fee or commission from Centex or any of its affiliates in connection with the Merger and the transactions contemplated hereby based upon arrangements made by or on behalf of Centex or Acquirer. ARTICLE VI COVENANTS SECTION 6.1 Conduct of Business of the Company. Except as expressly provided in this Agreement or except with the prior consent of Centex from the date of this Agreement to the Effective Time or the earlier termination of this Agreement, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the usual, regular and ordinary course in substantially the same manner as previously conducted or proposed to be conducted and use all reasonable efforts to preserve intact its current business organization, and keep its relationships with customers, suppliers, licensors, licensees, distributors and others having business dealings with them to the end that its goodwill and ongoing business shall be unimpaired at the Effective Time. In addition, and without limiting the generality of the foregoing, until the Effective Time or the earlier termination of this Agreement the Company will not, and will not permit any of its Subsidiaries to, without the prior consent of Centex: (a) declare, set aside or pay any dividends on, or make any other distributions in respect of, any of its capital stock or other securities; 15 (b) split, combine, recapitalize or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for, shares of its capital stock; (c) purchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities; (d) authorize for issuance, issue, deliver, sell, pledge or otherwise encumber any shares of its capital stock or the capital stock or other securities of any of its Subsidiaries, any other voting securities or any securities convertible into, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities or any other securities or equity equivalents (including without limitation stock appreciation rights); (e) amend its certificate or articles of incorporation, by-laws or other comparable organizational documents; (f) adopt resolutions providing for or authorizing a liquidation or a dissolution, except as part of a Transaction Proposal (as defined in Section 6.3 below); or (g) authorize any of, or commit or agree to take any of, the foregoing actions. SECTION 6.2 Indemnification and Insurance. (a) From and after the Effective Time for six (6) years, Centex and the Surviving Corporation shall indemnify each present and former director and officer of the Company, including without limitation members of the Special Committee ("INDEMNIFIED PARTIES"), against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages, penalties or liabilities (collectively, "COSTS") incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted by law, and shall, in connection with defending against any action for which indemnification is available hereunder, either advance expenses to, or promptly reimburse such Indemnified Parties from time to time upon receipt of sufficient supporting documentation, for any reasonable costs and expenses reasonably incurred by such Indemnified Parties; provided that such advancement or reimbursement shall be conditioned upon such Indemnified Parties' agreement promptly to return such amounts if (i) a court of competent jurisdiction through a final nonappealable order shall ultimately determine that indemnification of such Indemnified Parties is prohibited by applicable law, and (ii) Centex and the Surviving Corporation have made commercially reasonable good faith efforts to collect such expenses under the officers' and directors' liability insurance required by Section 6.2(c), and such efforts are not successful. The foregoing rights shall be in addition to any rights to which any Indemnified Party may be entitled by reason of the by-laws or articles of incorporation of the Company or any of its Subsidiaries, any contract and/or any applicable law. (b) All rights to indemnification and all limitations on liability existing in favor of any Indemnified Parties as provided in the Company's and 3333 Development Corporation's articles of incorporation and bylaws, as in effect as of the date hereof, to the extent relating to acts or 16 omissions occurring prior to the Effective Time, shall continue in full force and effect in accordance with their terms from and after the Effective Time. The articles of incorporation and bylaws of the Surviving Corporation following the Effective Time shall contain the provisions with respect to indemnification and limitations on liability set forth in the Company's articles of incorporation and bylaws on the date hereof, which provisions, to the extent relating to acts or omissions occurring on or prior to the Effective time, shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of the Indemnified Parties, unless, and only to the extent, such modification is required by applicable law. (c) For six (6) years after the Effective Time, Centex shall provide officers' and directors' liability insurance in respect of acts or omissions occurring prior to the Effective Time covering each person currently covered by the Company's officers' and directors' liability insurance policy on terms and with respect to coverage and amount not less favorable than those of such policy in effect on the date hereof (whether through existing policies (and extensions thereof) or other policies obtained for Centex generally). For the period after the date that is six (6) years after the Effective Time, Centex shall provide to each person currently covered by the Company's officers' and directors' liability insurance policy not less than the same officers' and directors' liability insurance coverage in respect of acts or omissions occurring prior to the Effective Time as Centex provides with respect to former directors and officers of Centex generally. (d) The obligations of Centex and the Surviving Corporation under this Section 6.2 shall not be terminated or modified in such a manner as to adversely affect any Indemnified Party to whom this Section applies without the written consent of such affected Indemnified Party, it is being expressly agreed that this Section 6.2 shall survive the termination of this Agreement. The rights of each Indemnified Party under this Section 6.2 shall be in addition to any rights such Person may have under the Company's or 3333 Development Corporation's articles of incorporation and bylaws, or under the NRS or any other applicable law or under any agreement of any Indemnified Party with the Company or 3333 Development Corporation. All rights to indemnification and all limitations on liability existing in favor of any Indemnified Party as provided in an agreement between any Indemnified Party and the Company or 3333 Development Corporation as in effect as of the date hereof shall continue in full force and effect in accordance with their terms after the Effective Time. (e) If the Surviving Corporation (i) consolidates with or merges into any other Person and shall not be the continuing or the surviving corporation or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its assets or capital stock to any Person, then, and in each such case, proper provision shall be made with respect to the obligations set forth in this Section 6.2 so that such obligations of the Surviving Corporation are performed in accordance with their terms in such event. SECTION 6.3 Other Proposals. (a) From and after the date of this Agreement until the termination of this Agreement, neither the Company, any of its Subsidiaries, nor any of their respective officers, directors, employees, representatives, agents or affiliates (including, without limitation, any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries or affiliates) (collectively, "RESPONSIBLE PARTIES") will directly or indirectly initiate, solicit or knowingly 17 encourage (including by way of furnishing non-public information or assistance), or take any other action to facilitate knowingly, any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to any Transaction Proposal, or enter into or maintain or continue discussions or negotiate with any individual, corporation, partnership, joint venture, association, trust, unincorporated organization or other entity ("PERSON") in furtherance of such inquiries or to obtain a Transaction Proposal or agree to or endorse any Transaction Proposal or authorize or permit any Responsible Party to take any such action; provided, however, that nothing contained in this Agreement shall prohibit the Company Board or the Special Committee from, prior to the Stockholders' Meeting, but subject to compliance with the remaining provisions of this Section 6.3: (i) furnishing information (other than any non-public information relating to the terms or structure of the transactions contemplated hereby) to or entering into discussions or negotiations with any Person that makes a bona fide Transaction Proposal which was not directly or indirectly solicited in violation of this Section 6.3 only to the extent that: (1) the Company Board or Special Committee, after consultation with its financial advisors and after receipt of advice from outside legal counsel, determines in good faith that such action is necessary for the Board to comply with its fiduciary duties to stockholders under applicable law and (2) prior to taking such action the Company provides prompt notice to Acquirer to the effect that it is furnishing such information to or entering into discussions or negotiations with such Person and receives from such Person an executed confidentiality agreement; (ii) failing to make or withdrawing or modifying its recommendation referred to in Section 1.11 if there exists a Transaction Proposal and the Company Board or Special Committee, after consultation with its financial advisors and after receipt of advice from outside legal counsel, determines in good faith that such action is necessary for the Company Board to comply with its fiduciary duties to stockholders under applicable law in connection with such Transaction Proposal; or (iii) making to the Company's stockholders any recommendation and related filing with the SEC as required by Rule 14e-2 and 14d-9 under the Exchange Act, with respect to any Transaction Proposal, or taking any other legally required action with respect to such Transaction Proposal (including, without limitation, the making of public disclosures as may be necessary or reasonably advisable under applicable securities laws) if the Company Board or the Special Committee, after consultation with their financial advisors and receipt of advice from independent outside legal counsel, determines in good faith that such action is necessary for the Company Board to comply with its fiduciary duties to stockholders under applicable law. Consistent with the foregoing provisions of this Section 6.3, the Company shall immediately cease and terminate any currently existing solicitation, initiation, encouragement, activity, discussion or negotiation with any Person conducted heretofore by the Company or any Responsible Parties with respect to the foregoing. The Company agrees not to release any third party from, or waive any provisions of, any standstill agreement to which it is a party or any confidentiality agreement between it and another Person who has made, or who may reasonably be considered likely to make, a Transaction Proposal. In the event of an exercise of the Company's or the Board of Director's rights under clauses (i), (ii) or (iii) above and subject to compliance with this Section 6.3, notwithstanding anything contained in this Agreement to the contrary, such exercise of rights shall not constitute a breach of this Agreement by the Company. For purposes of this Agreement "TRANSACTION PROPOSAL" shall mean any of the following (other than the transactions between the Company, Acquirer and Centex contemplated by this Agreement) involving the Company or any of its Subsidiaries: (i) any merger, consolidation, share exchange, recapitalization, business combination or other similar transaction; (ii) except in the ordinary course of business, any sale, lease, exchange, mortgage, pledge, transfer or other 18 disposition of 20% or more of the assets of the Company and its Subsidiaries, taken as a whole, in a single transaction or series of related transactions; (iii) any tender offer or exchange offer for, or the acquisition of (or right to acquire) "beneficial ownership" by any person, "group" or entity (as such terms are defined under Section 13(d) of the Exchange Act), of 20% or more of the outstanding shares of capital stock of the Company or the filing of a registration statement under the Securities Act in connection therewith; or (iv) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoing or recapitalization, liquidation, dissolution or similar transaction involving the Company or any of its Subsidiaries. (b) Prior to the Company Board or Special Committee withdrawing or modifying its approval or recommendation of this Agreement or the Merger, or approving or recommending a Transaction Proposal, or entering into an agreement with respect to a Transaction Proposal, the Company shall provide Acquirer with a written notice (a "NOTICE OF TRANSACTION PROPOSAL") advising Acquirer of the Transaction Proposal, specifying the material terms and conditions of such Transaction Proposal, identifying the person making such Transaction Proposal, and specifying that the Company Board or Special Committee has reasonably determined that such Transaction Proposal, if consummated, would constitute a Superior Transaction; provided, however, that neither the Company nor any Subsidiary shall enter into an agreement with respect to a Superior Transaction until 72 hours after the Notice of Transaction Proposal with respect to a given Transaction Proposal was received by Acquirer. For purposes of this Agreement, "SUPERIOR TRANSACTION" means a Transaction Proposal made in writing by a Third Party (a) that provides for (i) a Transaction Proposal that would substitute for the Merger and the CDC Merger, and (ii) (1) the repayment (as a condition to the closing of such transaction) by the Company or its designee of all sums owed by the Company and its subsidiaries (including CDC) to Centex and its subsidiaries (other than CDC), including debt, unpaid distributions and capital, (2) the release of Centex and its subsidiaries (other than CDC) from guarantees and other credit enhancements for the Company and its subsidiaries, and (3) the termination of the Nominee Agreement on terms acceptable to Centex in its sole and absolute discretion, and (b) the terms and conditions of which (including the amount and value of the consideration to be received) are reasonably determined by the Company Board or the Special Committee to be, when taken in their entirety, more favorable to the Company for the holders of the beneficial interest in the Common Stock than the terms and conditions set forth in this Agreement (or the terms of an offer of Acquirer, if any, made to the Company in response to a Notice of Transaction Proposal). For purposes of this Agreement, "THIRD PARTY" means a Person who is not Centex or its subsidiaries. SECTION 6.4 Public Announcements. Neither Acquirer nor Centex, on the one hand, nor the Company, on the other hand, will issue any press release or public statement with respect to the Merger, without the other party's prior consent, except as may be required by applicable law, court process or by obligations pursuant to any listing agreement with, or rule of, NYSE or LSE and, in any event, to the extent practicable, Centex, Acquirer and the Company will consult with each other before issuing, and provide each other with the opportunity to review and comment upon, any such press release or other public statements with respect to the Merger. The parties agree that the initial press release or releases to be issued with respect to the Merger shall be mutually agreed upon prior to the issuance thereof. 19 ARTICLE VII CONDITIONS TO CONSUMMATION OF THE MERGER SECTION 7.1 Conditions to Each Party's Obligation. The respective obligations of each party to effect the Merger are subject to the satisfaction or waiver, at or prior to the Effective Time, of the following conditions: (a) A proposal to adopt this Agreement and thereby approve the Merger shall have been approved by the holders of a majority of the beneficial interest in the shares of Common Stock outstanding and entitled to vote thereon at the Stockholders' Meeting. (b) A proposal to terminate the Nominee Agreement shall have been approved by the holders of a majority of the shares of Centex Common Stock present in person or by proxy and entitled to vote thereon at a meeting of the Centex stockholders. (c) All conditions to the merger (the "CDC MERGER") set forth in the Agreement and Plan of Merger among CDC, Centex and Centex Development Acquisition, L.P. dated of even date herewith shall have been satisfied or waived; (d) All actions by or in respect of or filings with any Governmental Entity required to permit the consummation of the Merger shall have been obtained, except those that would not reasonably be expected to have a material adverse effect on any party's ability to consummate the transactions contemplated by this Agreement; and (e) No preliminary or permanent injunction or other order issued by any federal or state court of competent jurisdiction in the United States prohibiting the consummation of the Merger shall be in effect. SECTION 7.2 Conditions to Acquirer's and Centex's Obligation. The obligation of Acquirer and Centex to effect the Merger is subject to the satisfaction or waiver, at or prior to the Effective Time, of the following conditions: (a) The representations and warranties of the Company contained in this Agreement (i) shall be true and correct in all material respects at and as of the Closing Date, as if made at and as of the Closing Date, in each case except as contemplated or permitted by this Agreement and (ii) with respect to any representations or warranties not qualified by "Company Material Adverse Effect," unless the inaccuracies under such representations and warranties not so qualified, taken together in their entirety, do not in the aggregate result in a Company Material Adverse Effect; (b) The Company shall have performed in all material respects the obligations required to be performed by it under the Agreement at or prior to the Closing Date; (c) There shall have occurred or taken place no adverse change, effect, event, occurrence or state of facts (i) affecting the financial condition, business, assets, properties, operations or results of operations of the Company or any of its Subsidiaries which is material to the Company and its Subsidiaries, taken as a whole, or (ii) which would prevent or materially impair the Company from consummating the Merger, which has occurred or would reasonably be expected to occur as a result of any such change, effect, event, occurrence or state of facts, excluding in 20 each case (1) changes resulting from the announcement of the transactions described in this Agreement or the identity of Centex or Acquirer or from the performance of this Agreement and compliance with the covenants set forth herein and (2) any actions required under this Agreement to obtain any approval or authorization under applicable antitrust or competition laws for the consummation of the Merger; (d) The holders of the Common Stock shall not have any dissenters' rights or rights of appraisal as a result of the Merger and shall be entitled to receive only the Merger Consideration; and (e) All actions necessary to render inapplicable any "fair price," "moratorium," "control share," "business combination," "shareholder protection" or similar or other anti-takeover statute or regulation (including, without limitation, Sections 78.378 through 78.3793 and Sections 78.411 through 78.444 of the NRS) to Acquirer's acquisition of beneficial ownership of Common Stock pursuant to the Merger or to the execution, delivery or performance of this Agreement shall have been taken. No other state takeover or similar statute or regulation in any jurisdiction in which the Company or any of its Subsidiaries do business applies or purports to apply to the Merger or this Agreement. SECTION 7.3 Conditions to the Company's Obligation. The obligation of the Company to effect the Merger is subject to the satisfaction or waiver, at or prior to the Effective Time, of the following conditions: (a) The representations and warranties of Centex and Acquirer contained in this Agreement (i) shall be true and correct in all material respects at and as of the Closing Date, as if made at and as of the Closing Date, in each case except as contemplated or permitted by this Agreement and (ii) with respect to any representations or warranties not qualified by "Centex Material Adverse Effect," unless the inaccuracies under such representations and warranties not so qualified, taken together in their entirety, do not in the aggregate result in a Centex Material Adverse Effect; (b) Centex and Acquirer shall have each performed in all material respects the obligations required to be performed by it under the Agreement at or prior to the Closing Date; (c) Centex shall provide to the directors of the Company indemnification contracts executed by Centex containing indemnification provisions substantially the same as those set forth in Section 6.2(a); and (d) The Fairness Opinion shall not have been withdrawn or adversely modified by the Company Financial Advisor. ARTICLE VIII TERMINATION; AMENDMENT; WAIVER SECTION 8.1 Termination. This Agreement may be terminated and the Merger contemplated hereby may be abandoned at any time notwithstanding approval thereof by the stockholders of the Company, but prior to the Effective Time: 21 (a) by mutual written consent of each of Acquirer and the Company; or (b) by either Acquirer or the Company, (i) if any court of competent jurisdiction in the United States or other United States or State governmental body shall have issued an order, decree or ruling or taken any other action restraining, or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and non-appealable; or (ii) if the Merger shall not have occurred by March 31, 2004, unless the failure to consummate the Merger is the result of a material breach or failure to perform in any material respect of any covenant or other agreement contained in this Agreement by the party purporting to terminate this Agreement; or (c) by the Company, (i) substantially concurrently with its approval of a Transaction Proposal; provided that the Company has complied with all provisions of this Agreement, including the notice provisions herein, and that it pays the Expenses as provided by and defined in Section 9.10 hereof; or (ii) in the event of a material breach or failure to perform in any material respect by Centex or Acquirer of any covenant or other agreement contained in this Agreement or in the event of a material breach of any representation or warranty of Centex or Acquirer in each case which cannot be or has not been cured within 15 days after the giving of written notice to Centex or Acquirer, and, with respect to any representations or warranties not qualified by "Centex Material Adverse Effect," unless the inaccuracies under such representations and warranties not so qualified, taken as a whole in their entirety, do not in the aggregate result in a Centex Material Adverse Effect; or (d) by Acquirer, (i) if the Company (1) enters into a definitive agreement or agreement in principle with any Person with respect to a Transaction Proposal or (2) withdraws or adversely modifies its approval of or recommendation of the Merger following the public announcement of a Transaction Proposal; or (ii) in the event of a material breach or failure to perform in any material respect by the Company of any covenant or other agreement contained in this Agreement or in the event of a material breach of any representation or warranty of the Company in each case which cannot be or has not been cured within 15 days after the giving of written notice to the Company, and, with respect to any representations or warranties not qualified by "Company Material Adverse Effect," unless the inaccuracies under such representations and warranties not so qualified, taken as a whole in their entirety, do not in the aggregate result in a Company Material Adverse Effect. SECTION 8.2 Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 8.1, this Agreement shall be void and have no effect 22 (except pursuant to Section 6.3, which shall survive such termination), with no liability on the part of any party hereto or its affiliates, directors, officers or stockholders. SECTION 8.3 Amendment. Any provision of this Agreement may be amended or waived prior to the Effective Time (whether before or after approval of matters presented in connection with the Merger by the stockholders of the Company) if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Company, Centex and Acquirer or, in the case of a waiver, by the party against whom such waiver is to be effective; provided that after the adoption of this Agreement by the stockholders of the Company, no amendment shall become effective without a vote of the stockholders approving such amendment if such stockholder vote is required by applicable law in order to effect the proposed amendment. SECTION 8.4 Extension; Waiver. At any time prior to the Effective Time, the parties may (i) extend the time for the performance of any of the obligations or other acts of the other parties hereto, (ii) waive any inaccuracies in the representations and warranties contained herein or in any document, certificate or writing delivered pursuant hereto or (iii) waive compliance with any of the agreements or conditions contained herein, except as otherwise provided by law and except that the provisions of Section 6.2 hereof shall not be waived. Any agreement on the part of any party to any such extension or waiver shall be valid only if set forth in an instrument in writing on behalf of such party, and if such extension or waiver has been approved by a majority of the members of the Special Committee. ARTICLE IX MISCELLANEOUS SECTION 9.1 Nonsurvival of Representations, Warranties and Agreements. (a) None of the representations, warranties and agreements made herein shall survive beyond the Effective Time, except for the agreements set forth in Sections 3.2 and 6.2, and all such representations, warranties and agreements will be extinguished upon consummation of the Merger and none of the Company, Centex and Acquirer, nor any officer, director or employee or stockholder thereof shall be under any liability whatsoever with respect to any such representation, warranty or agreement after such time. (b) Each of the parties is a sophisticated person or legal entity that was advised by knowledgeable counsel and, to the extent it deemed necessary, other advisors in connection with this Agreement. Accordingly, each of the parties hereby acknowledges that (i) no party has relied or will rely upon any document or written or oral information previously furnished to or discovered by it or its representatives, other than this Agreement and (ii) there are no representations or warranties by or on behalf of any party hereto or any of its respective affiliates or representatives other than those expressly set forth herein, which representations and warranties shall not survive the Effective Time. SECTION 9.2 Entire Agreement; Assignment. This Agreement and the agreements specifically contemplated hereby or referenced herein (a) constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and oral, between the parties or any of them with respect to the subject matter hereof and (b) shall not be assigned by operation of law or 23 otherwise; provided that Acquirer may assign its rights and obligations to any wholly owned, direct or indirect subsidiary of Centex, but no such assignment shall relieve Acquirer of its obligations hereunder if such assignee does not perform such obligations. Except as expressly provided in this Agreement, nothing contained in this Agreement, express or implied, is intended to amend, modify, revise, supplement, terminate, supersede, cancel, or waive any provision of, any contract or agreement between or among any of the parties to this Agreement, including, without limitation, the Nominee Agreement (as amended by the contemplated amendment thereto). SECTION 9.3 Validity. The validity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provisions of this Agreement, which shall remain in full force and effect. SECTION 9.4 Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered in person, by cable, telegram or telex, or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses or at such other addresses as shall be specified by the parties by like notice. If to Centex or Acquirer: c/o Centex Corporation 2728 North Harwood Dallas, Texas 75201 Fax No.: (214) 981-6859 Attention: Chief Executive Officer with a copy to (such copy not to constitute notice): Thompson & Knight LLP 1700 Pacific Ave., Suite 3300 Dallas, Texas 75201 Fax No.: (214) 969-1751 Attention: James R. Peacock III If to the Company: 3333 Holding Corporation 2728 North Harwood Dallas, Texas 75201 Fax No.: (214) 981-6559 Attention: President with a copy to: The Special Committee of the Board of Directors c/o Roger West 3333 Holding Corporation 2728 North Harwood 24 Dallas, Texas 75201 Fax No.: (214) 981-6559 with a copy to (such copy not to constitute notice): Akin Gump Strauss Hauer & Feld LLP 1700 Pacific Avenue, Suite 4100 Dallas, Texas 75201 Fax No.: (214) 969-4343 Attention: Terry M. Schpok, P.C. SECTION 9.5 Defined Terms. The following terms have the meanings assigned to them in the provisions of this Agreement referred to in the table below:

Term Section ---- ------- Acquirer Preamble Agreement Preamble Articles of Merger Section 1.3 CDC Section 1.8(b) CDC Merger Section 7.1(c) Centex Preamble Centex Common Stock Recitals Centex Material Adverse Effect Section 5.3 Centex Required Governmental Consents Section 5.3 Centex Warrants Section 1.9 Closing Section 1.2 Closing Date Section 1.2 Common Stock Recitals Company Preamble Company Board Section 1.11 Company Financial Advisor Recitals Company Material Adverse Effect Section 4.1 Company Properties Section 4.14(a) Company Required Governmental Consents Section 4.3 Company Stockholder Approval Section 4.15 Constituent Corporations Section 1.1 Costs Section 6.2 Effective Time Section 1.3 Environmental Laws Section 4.12(a) Exchange Act Section 2.1(a) Expenses Section 9.10(a) Fairness Opinion Recitals GAAP Section 4.7 Governmental Entity Section 4.3 Indemnified Parties Section 6.2 Knowledge Section 1.6

25 Lien Section 4.4 LSE Section 4.3 Merger Recitals Merger Consideration Section 1.8(d) Nominee Recitals Nominee Agreement Section 1.8(b) Notice of Transaction Proposal Section 6.3(b) NRS Recitals NYSE Section 4.3 Orders Section 4.10 Other Filings Section 2.1(a) Past SEC Documents Section 4.7 Paying Agent Section 3.2(a) Person Section 6.3(a) Proceedings Section 4.10 Property Restrictions Section 4.14(a) Proxy Statement Section 2.1(a) Responsible Parties Section 6.3(a) SEC Section 2.1(a) Secretary Section 1.3 Securities Act Section 4.3 Special Committee Recitals Stockholders' Meeting Section 2.2 Subsidiary Section 1.6 Superior Transaction Section 6.3(b) Surviving Corporation Section 1.1 Third Party Section 6.3(b) Transaction Schedule 1 Transaction Proposal Section 6.3(a) SECTION 9.6 Governing Law. This Agreement shall be governed by and construed in accordance with the law of the State of Nevada, regardless of the laws that might otherwise govern under applicable principles of conflict of laws thereof. SECTION 9.7 Descriptive Headings. The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement. SECTION 9.8 Parties in Interest. This Agreement shall be binding upon, and inure solely to the benefit of, each party hereto, and nothing contained in this Agreement, express or implied, is intended to create any duties or obligations to any Person (other than a party hereto) not in existence on the date hereof, or to confer upon any other Person (other than a party hereto) any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement, except as expressly provided in Sections 3.2 and 6.2 (which are intended to be for the benefit of the persons referred to therein and may be enforced by such persons). The Indemnified Parties, which include the Company's officers and directors, are intended to be third party beneficiaries of the provisions of Section 6.2 relating to Indemnification and Insurance. 26 SECTION 9.9 Counterparts. This Agreement may be executed by facsimile in two or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. SECTION 9.10 Expenses. (a) If any person (other than Acquirer or any of its affiliates) shall have made, proposed, communicated or disclosed a Transaction Proposal in a manner which is or otherwise becomes public and this Agreement is terminated pursuant to Section 8.1(c)(i), then the Company shall, simultaneously with such termination of this Agreement, pay Purchaser in same day funds all reasonable documented out-of-pocket costs, fees and expenses of Centex and Acquirer incurred on or after April 1, 2003, related to the Merger, this Agreement, and the transactions contemplated hereby and thereby (including, without limitation, printing fees, filing fees and reasonable fees and expenses of legal and financial advisors) (collectively the "EXPENSES"). Further, if this Agreement is terminated pursuant to Section 8.1(d)(i) or (ii), then the Company shall, simultaneously with such termination of this Agreement, pay Acquirer in same day funds the Expenses. Notwithstanding the foregoing, in no event shall the Expenses paid pursuant to this Section 9.10 exceed $50,000. (b) The Company agrees that the agreements contained in Section 9.10(a) above are an integral part of the transactions contemplated by this Agreement and constitute liquidated damages and not a penalty. If the Company fails to promptly pay to Acquirer any of the amounts due under Section 9.10(a), the Company shall pay the reasonable costs and expenses (including reasonable legal fees and expenses) in connection with any action, including the filing of any lawsuit or other legal action, taken to collect payment thereof, together with interest on the amount of any unpaid Expenses at the annual rate of four percent above the publicly announced prime rate of Bank of America, N.A. (or, if lower, the maximum rate permitted by law) from the date such Expenses were required to be paid by the Company to the date of payment. (c) Except as provided otherwise in paragraphs (a) and (b) above, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses, except that the Acquirer shall pay all costs and expenses (i) in connection with printing and mailing the Proxy Statement and soliciting proxies, (ii) in connection with printing and mailing any Other Filings and (iii) of obtaining any consents of any third party. SECTION 9.11 Specific Performance. The parties hereto agree that if for any reason any party hereto shall have failed to perform its obligations under this Agreement, then any other party hereto seeking to enforce this Agreement against such non-performing party shall be entitled to specific performance and injunctive and other equitable relief, and the parties hereto further agree to waive any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief. This provision is without prejudice to any other rights that any party hereto may have against any other party hereto for any failure to perform its obligations under this Agreement. [signatures appear on following page] 27 IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed on its behalf by its officers thereunto duly authorized, all as of the day and year first above written. 3333 HOLDING CORPORATION By: /s/ Stephen M. Weinberg ----------------------------------------------- Name: Stephen M. Weinberg Title: President and Chief Executive Officer CENTEX CORPORATION By: /s/ Raymond G. Smerge ----------------------------------------------- Name: Raymond G. Smerge Title: Executive Vice President, Chief Legal Officer and Secretary 3333 ACQUISITION CORP. By: /s/ Raymond G. Smerge ----------------------------------------------- Name: Raymond G. Smerge Title: Executive Vice President and Secretary 28 SCHEDULE 1 As used in this Agreement, the term "TRANSACTION" shall mean a series of transactions that will result in the elimination of the arrangement by which the beneficial interests in the Common Stock and in the warrants to purchase Class B Units of limited partnership interest in CDC trade in tandem with the common stock of Centex, including: (a) the Merger; (b) the CDC Merger, which is a merger of Centex Development Acquisition, L.P., a new indirect partnership subsidiary of Centex, with and into CDC with CDC being the surviving entity and indirectly owned by Centex. Pursuant to the CDC Merger, the warrants to purchase Class B Units of limited partnership interest in CDC will be cancelled, with the payment to the holders of the beneficial interest in the warrants (other than warrants held by Centex) of an amount that is equal to $.01 per share of Centex common stock; and (c) the amendment and termination of the Nominee Agreement between Centex, Holding, CDC and Mellon Investor Services LLC, as successor nominee and transfer agent. 29 EX-2.2 4 d10716exv2w2.txt EX-2.2 AGREEMENT AND PLAN OF MERGER EXHIBIT 2.2 AGREEMENT AND PLAN OF MERGER AMONG CENTEX DEVELOPMENT COMPANY, L.P., 3333 DEVELOPMENT CORPORATION, CENTEX CORPORATION, CENTEX DEVELOPMENT ACQUISITION, L.P. AND CENTEX HOMES DATED AS OF NOVEMBER 17, 2003 TABLE OF CONTENTS

Page ---- ARTICLE I The Partnership Merger................................................................................. 3 SECTION 1.1 The Partnership Merger....................................................................... 3 SECTION 1.2 Closing...................................................................................... 3 SECTION 1.3 Effective Time............................................................................... 3 SECTION 1.4 Effects of the Partnership Merger............................................................ 3 SECTION 1.5 Certificate of Limited Partnership; Agreement of Limited Partnership......................... 3 SECTION 1.6 General Partner.............................................................................. 4 SECTION 1.7 Employees.................................................................................... 4 SECTION 1.8 Effect on Partnership Interests.............................................................. 4 SECTION 1.9 Cancellation of Centex Warrants.............................................................. 5 SECTION 1.10 Further Assistance........................................................................... 5 SECTION 1.11 Approval and Recommendation of Development................................................... 5 ARTICLE II Limited Partner Consents.............................................................................. 6 SECTION 2.1 Limited Partner Consents..................................................................... 6 ARTICLE III No Dissenters' Rights; Payment for Stockholder Warrants; Related Matters............................. 6 SECTION 3.1 No Dissenters' Rights........................................................................ 6 SECTION 3.2 Payment for Warrants......................................................................... 6 ARTICLE IV Representations and Warranties of the Partnership..................................................... 7 SECTION 4.1 Partnership Existence and Power.............................................................. 7 SECTION 4.2 Authorization; Approvals..................................................................... 7 SECTION 4.3 Governmental Authorization................................................................... 8 SECTION 4.4 Non-Contravention............................................................................ 8 SECTION 4.5 Capitalization............................................................................... 9 SECTION 4.6 Subsidiaries................................................................................. 9 SECTION 4.7 Past SEC Documents; Undisclosed Liabilities.................................................. 10 SECTION 4.8 [Reserved]................................................................................... 11 SECTION 4.9 Absence of Certain Changes................................................................... 11 SECTION 4.10 Litigation................................................................................... 11 SECTION 4.11 [Reserved]................................................................................... 12 SECTION 4.12 Compliance with Laws; Licenses, Permits and Registrations.................................... 12 SECTION 4.13 Contracts.................................................................................... 12 SECTION 4.14 Properties................................................................................... 12 SECTION 4.15 Required Vote; Board Approval................................................................ 13 SECTION 4.16 [Reserved]................................................................................... 13 SECTION 4.17 Finders' Fees................................................................................ 13 SECTION 4.18 Opinion of the Financial Advisor............................................................. 13 SECTION 4.19 [Reserved]................................................................................... 13 ARTICLE V Representations and Warranties of Centex and Acquirer.................................................. 13 SECTION 5.1 Corporate/Partnership Existence and Power.................................................... 13 SECTION 5.2 Authorization; Approvals..................................................................... 14 SECTION 5.3 Governmental Authorization................................................................... 14 SECTION 5.4 Non-Contravention............................................................................ 14 SECTION 5.5 Information in Securities Filings............................................................ 14 SECTION 5.6 Finders' Fees................................................................................ 15

i ARTICLE VI Covenants............................................................................................. 15 SECTION 6.1 Conduct of Business of the Partnership....................................................... 15 SECTION 6.2 Indemnification and Insurance................................................................ 16 SECTION 6.3 Other Proposals.............................................................................. 17 SECTION 6.4 Public Announcements......................................................................... 19 ARTICLE VII Conditions to Consummation of the Partnership Merger................................................. 19 SECTION 7.1 Conditions to Each Party's Obligation........................................................ 19 SECTION 7.2 Conditions to Acquirer's and Centex's Obligation............................................. 20 SECTION 7.3 Conditions to the Partnership's Obligation................................................... 21 ARTICLE VIII Termination; Amendment; Waiver...................................................................... 21 SECTION 8.1 Termination.................................................................................. 21 SECTION 8.2 Effect of Termination........................................................................ 22 SECTION 8.3 Amendment.................................................................................... 22 SECTION 8.4 Extension; Waiver............................................................................ 22 ARTICLE IX Miscellaneous......................................................................................... 23 SECTION 9.1 Nonsurvival of Representations, Warranties and Agreements.................................... 23 SECTION 9.2 Entire Agreement; Assignment................................................................. 23 SECTION 9.3 Validity..................................................................................... 23 SECTION 9.4 Notices...................................................................................... 23 SECTION 9.5 Defined Terms................................................................................ 24 SECTION 9.6 Governing Law................................................................................ 26 SECTION 9.7 Descriptive Headings......................................................................... 26 SECTION 9.8 Parties in Interest.......................................................................... 26 SECTION 9.9 Counterparts................................................................................. 26 SECTION 9.10 Expenses..................................................................................... 26 SECTION 9.11 Specific Performance......................................................................... 27 ii AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER, dated as of November 17, 2003 (this "AGREEMENT"), is entered into by and among Centex Development Company, L.P., a Delaware limited partnership (the "PARTNERSHIP"), 3333 DEVELOPMENT CORPORATION, a Nevada corporation and the general partner of the Partnership ("DEVELOPMENT"), CENTEX CORPORATION, a Nevada corporation ("CENTEX"), Centex Development ACQUISITION, L.P., a Delaware limited partnership and an indirect partnership subsidiary of Centex ("ACQUIRER"), and CENTEX HOMES, a Nevada general partnership and an indirect partnership subsidiary of Centex ("CENTEX HOMES"). R E C I T A L S A. The holders of Centex common stock, par value $.25 per share (the "CENTEX COMMON STOCK"), collectively (i) through their ownership of Centex Common Stock beneficially own all of the (a) general partnership and limited partnership interests in Acquirer, (b) Class A and Class C Units of limited partnership interest in the Partnership (collectively "LP UNITS"), and (c) warrants owned by Centex to purchase Class B limited partnership interests in the Partnership, and (ii) through a nominee arrangement with Mellon Investor Services LLC ("NOMINEE"), beneficially own all of the (a) general partnership interest in the Partnership ("GP UNITS") and (b) warrants to purchase Class B Units of limited partnership interest in the Partnership (the "STOCKHOLDER WARRANTS"). B. 3333 Holding Corporation, a Nevada corporation ("HOLDING"), Centex and 3333 Acquisition Corp., a Nevada corporation and a wholly-owned subsidiary of Centex ("ACQUISITION CORP."), have entered into an Agreement and Plan of Merger dated of even date herewith (the "HOLDING MERGER AGREEMENT"), pursuant to which Acquisition Corp. shall be merged with and into Holding (the "HOLDING MERGER"), and whereby Holding's common stock will be canceled and the beneficial interest in Holding's common stock will be converted into the right to receive cash consideration. C. It has been proposed that the completion of the Holding Merger be conditioned on the satisfaction, or waiver thereof, of all the conditions to the Partnership Merger (as defined below) as set forth in this Agreement. D. Development, a wholly-owned subsidiary of Holding, as holder of all the GP Units, is the sole general partner of the Partnership, and Centex Homes, as holder of all the LP Units, is the sole limited partner of the Partnership. E. Centex Homes is the sole general partner of Acquirer, and Centex Real Estate Corporation, a Nevada corporation and an indirect, wholly-owned subsidiary of Centex ("CREC"), and Centex Homes are the sole limited partners of Acquirer. F. Centex, Centex Homes, CREC and Development desire that Acquirer be merged with and into the Partnership (the "PARTNERSHIP MERGER"), upon the terms and subject to the conditions set forth in this Agreement and in accordance with the applicable provisions of the Delaware Revised Uniform Limited Partnership Act, Title 6, Chapter 17 of the Delaware Code Annotated, as amended (the "ACT"), pursuant to which the Stockholder Warrants will be canceled 1 and the beneficial interest in the Stockholder Warrants will be converted into the right to receive the Merger Consideration (as defined in Section 1.8(d) below). G. A special committee of the Board of Directors of Development (the "SPECIAL COMMITTEE") and the Board of Directors of Development have received the opinion of Houlihan Lokey Howard & Zukin Financial Advisors, Inc. (the "FINANCIAL ADVISOR"), dated as of November 17, 2003 (the "FAIRNESS OPINION") to the effect that, based on, and subject to, the various assumptions and qualifications set forth therein, as of the date of such opinion, (1) the Transaction (as defined in Schedule 1), including the Merger Consideration (as defined in Section 1.8(d) below) to be received by the holders of the beneficial interest in the Stockholder Warrants pursuant to the Partnership Merger, is fair from a financial point of view to such holders. H. The Special Committee has, based in part on the determination of the Financial Advisor, approved this Agreement, determined and declared that this Agreement, the Partnership Merger and the transactions contemplated hereby are fair to, advisable, and in the best interests of, the Partnership, its partners and the holders of the beneficial interest in the Stockholder Warrants and has recommended approval of the Partnership Merger and adoption of the Agreement by the Board of Directors of Development and Centex Homes. I. The Board of Directors of Development has, based in part on the determination of the Special Committee, (i) determined and declared that this Agreement, the Partnership Merger and the transactions contemplated hereby are fair to, advisable and in the best interests of, the Partnership, its partners and the holders of the beneficial interest in the Stockholder Warrants, (ii) approved this Agreement and, subject to the satisfaction, or waiver thereof, of all the conditions to the Holding Merger as set forth in the Holding Merger Agreement, the Partnership Merger, and (iii) has determined to submit this Agreement to Centex Homes for approval. J. The affirmative vote of Development, as holder of the GP Units, and Centex Homes, as holder of a all of the Class A LP Units and Class B LP Units, is required to adopt this Agreement for the Partnership Merger. K. The Board of Directors of Development has directed that this Agreement be submitted to Centex Homes for its approval by written consent. L. The affirmative vote of Centex Homes, as the sole general partner of Acquirer, and CREC and Centex Homes, as the sole limited partners of Acquirer, is required to adopt this Agreement for the Partnership Merger. M. Centex Homes has (i) determined that this Agreement and the Partnership Merger are fair to and in the best interests of Acquirer and its partners, and (ii) approved this Agreement and adopted the Partnership Merger as set forth herein. N. Centex Homes has directed that this Agreement be submitted to the limited partners of Acquirer for their approval by written consent. O. Centex, Acquirer and the Partnership desire to make certain representations, warranties, covenants and agreements in connection with the Partnership Merger and also to prescribe various conditions to the Partnership Merger. 2 NOW, THEREFORE, in consideration of the respective covenants and promises contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE I THE PARTNERSHIP MERGER SECTION 1.1 The Partnership Merger. Upon the terms and subject to the conditions hereof, and in accordance with the applicable provisions of the Act, Acquirer shall be merged with and into the Partnership. The Partnership shall continue as the surviving limited partnership (the "SURVIVING PARTNERSHIP") in the Partnership Merger and the separate existence of Acquirer shall cease (Acquirer and the Partnership are sometimes referred to herein as the "CONSTITUENT PARTNERSHIPS"). SECTION 1.2 Closing. Unless this Agreement has been terminated and the transactions herein contemplated have been abandoned pursuant to Article VIII, and subject to the satisfaction or waiver of the conditions set forth in Article VII, the closing of the Partnership Merger (the "CLOSING") will take place at 12:00 p.m. on the first business day after satisfaction or waiver of the conditions set forth in Article VII (the "CLOSING DATE"), at the offices of Thompson & Knight LLP, 1700 Pacific Ave., Suite 3300, Dallas, Texas, unless another date, time or place is agreed to by the parties hereto, but in no event later than March 31, 2004. SECTION 1.3 Effective Time. On the Closing Date, the Surviving Partnership shall file a certificate of merger (the "CERTIFICATE OF MERGER") executed in accordance with the Act, with the Secretary of State of the State of Delaware (the "SECRETARY"), and the Partnership Merger shall become effective at 11:59 p.m. Eastern Time on the date the Certificate of Merger is accepted for filing by the Secretary or at such other time as is specified in the Certificate of Merger to which Acquirer and the Partnership shall have agreed (the time the Partnership Merger becomes effective being the "EFFECTIVE TIME"). SECTION 1.4 Effects of the Partnership Merger. The Partnership Merger shall have the effects set forth in the Section 17-211 of the Act and all other effects specified in the applicable provisions of the Act, including, without limitation, that at the Effective Time, all the properties, rights, privileges, powers and franchises of the Partnership and Acquirer shall vest in the Surviving Partnership, and all debts, liabilities and duties of the Partnership and Acquirer shall become the debts, liabilities and duties of the Surviving Partnership. SECTION 1.5 Certificate of Limited Partnership; Agreement of Limited Partnership. (a) The certificate of limited partnership of Acquirer, as in effect immediately prior to the Effective Time, shall become the certificate of limited partnership of the Surviving Partnership, except that the name of the Surviving Partnership shall remain the name of the Partnership and, as so amended, until thereafter further amended as provided therein and under the Act, it shall be the certificate of limited partnership of the Surviving Partnership following the Partnership Merger. (b) The agreement of limited partnership of Acquirer as in effect at the Effective Time shall be the agreement of limited partnership of the Surviving Partnership following the Partnership Merger until thereafter changed or amended as provided therein and under the Act. 3 SECTION 1.6 General Partner. At the Effective Time, the general partner of the Partnership shall resign from its position as the general partner of the Partnership. The general partner of Acquirer immediately prior to the Effective Time shall be the general partner of the Surviving Partnership, until the earlier of its resignation or removal. SECTION 1.7 Employees. The employees of the Partnership immediately prior to the Effective Time shall be the employees of the Surviving Partnership, all such employees to hold their current jobs and office with the Partnership and any of its Subsidiaries from the Effective Time until the earlier of their resignation or removal. A "SUBSIDIARY" of any person means another person if the first person or a subsidiary thereof owns an amount of the voting securities, other voting ownership or voting partnership interests which is sufficient to elect at least a majority of its Board of Directors (or other governing body) of such person or, if there are no such voting interests, if the first person or a subsidiary thereof owns 50% or more of the equity interests of such person. Notwithstanding anything in this Agreement to the contrary, any representation or warranty of the Partnership with respect to Centex Development Company UK Limited and its Subsidiaries (which Centex acknowledges are managed by Centex Homes, an affiliate of Centex, pursuant to a Management Agreement dated as of April 1, 2001 between the Partnership and Centex Homes) is limited to the Knowledge of the Partnership. As used in this Agreement, the term "KNOWLEDGE" when referring to the Partnership or any Subsidiary of the Partnership means the actual knowledge of Development's current officers and directors without the conduct by any such person of any independent investigation. SECTION 1.8 Effect on Partnership Interests. As of the Effective Time, by virtue of the Partnership Merger and without any action on the part of Acquirer, Centex Homes, CREC, the Partnership, Development, the Surviving Partnership or the holder of any partnership interest in Acquirer or the Partnership: (a) Conversion of Partnership Interests of Acquirer. Centex Homes' 1% general partnership interest and 98% limited partnership interest in Acquirer shall automatically be canceled and shall cease to exist, and no consideration shall be delivered or deliverable in exchange. CREC's 1% limited partnership interest in Acquirer shall automatically be canceled and shall cease to exist, and no consideration shall be delivered or deliverable in exchange. (b) Conversion of Partnership Interests of the Partnership. Development's 1% general partnership interest in the Partnership shall be converted into a 1% limited partnership interest in the Surviving Partnership and Centex Homes' 99% limited partnership interest in the Partnership shall be converted into a 98% limited partnership interest and a 1% general partnership interest in the Surviving Partnership. Each of Development and Centex Homes shall receive a capital account in the Surviving Partnership equal to its capital account in the Partnership immediately before the Partnership Merger. (c) Termination of Nominee Agreement. Pursuant to Section 8.3 of the Nominee Agreement dated November 30, 1987 by and between Centex, Holding, the Partnership, and First RepublicBank Dallas, National Association, as initial Nominee, as amended by the contemplated amendment (the "NOMINEE AGREEMENT"), subject to and upon the approval of a majority of the shares of Centex Common Stock present in person or by proxy and entitled to 4 vote thereon at a meeting of the Centex stockholders, which approval will be sought at a special meeting of the Centex stockholders (the "CENTEX STOCKHOLDER APPROVAL"), and the consummation of the Merger and the Holding Merger, the Nominee Agreement will be terminated and canceled in all respects without effectuation of the Detachment (as defined in the Nominee Agreement) of the Deposited Securities (as defined in the Nominee Agreement). (d) Conversion of Stockholder Warrants. Each Stockholder Warrant held by the Nominee for the benefit of the holders of Centex Common Stock immediately prior to the Effective Time shall, by virtue of the Partnership Merger and without any action on the part of the Nominee or the beneficial holders thereof, be converted into the right to receive from the Surviving Partnership, and Centex shall cause the Surviving Partnership to pay pursuant to this Agreement, without interest, consideration equal to an amount that provides to each holder of a beneficial interest in the Stockholder Warrants $.01 in cash per share of Centex Common Stock held by such holder at the Effective Time (the "MERGER CONSIDERATION"), less any required tax withholding. At the Effective Time, all Stockholder Warrant certificates shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each beneficial owner of a certificate representing the Stockholder Warrants, held by the Nominee on behalf of such beneficial owners, shall, to the extent such warrant certificate represents such purchase right, cease to have any rights with respect thereto, except the right to receive the Merger Consideration applicable thereto, without interest, in accordance with Section 3.2. As used in this Agreement the term "MERGER CONSIDERATION" shall mean the per share amount in reference to the consideration designated on a per share basis and, as the context otherwise requires, shall refer to the aggregate consideration represented by the per share amount multiplied by the total number of shares of Centex Common Stock then outstanding. SECTION 1.9 Cancellation of Centex Warrants. At the Effective Time, the outstanding warrants to purchase Class B Units of limited partnership interest in the Partnership (subject to adjustment) owned by Centex at an exercise price of $500 per unit (subject to adjustment) ("CENTEX WARRANTS"), shall automatically be canceled and retired and shall cease to exist, and no consideration shall be delivered or deliverable in exchange therefor. SECTION 1.10 Further Assistance. If at any time after the Effective Time, the Surviving Partnership shall consider or be advised that any deeds, bills of sale, assignments or assurances or any other acts or things are necessary, desirable or proper (i) to vest, perfect or confirm, of record or otherwise, in the Surviving Partnership its right, title or interest in, to or under any of the rights, properties or assets of the Constituent Partnerships acquired or to be acquired as a result of the Partnership Merger or (ii) otherwise to carry out the purposes of this Agreement, the Surviving Partnership and its proper officers and directors or their designees are authorized to execute and deliver, in the name and on behalf of the Constituent Partnerships, all such deeds, bills of sale, assignments and assurances and do, in the name and on behalf of the Constituent Partnerships, all such other acts and things necessary, desirable or proper to vest, perfect or confirm its right, title or interest in, to or under any of the rights, properties or assets of the Constituent Partnerships acquired or to be acquired as a result of the Partnership Merger and otherwise to carry out the purpose of this Agreement. SECTION 1.11 Approval and Recommendation of Development. The Board of Directors of Development hereby approves of and consents to the Partnership Merger and represents that the Board of Directors of Development (hereafter, the "DEVELOPMENT BOARD"), at a meeting duly 5 called and held on November 17, 2003, with Stephen M. Weinberg abstaining because of his joint current employment relationship with Centex Service Company, a wholly-owned subsidiary of Centex, adopted resolutions, in accordance with the recommendation of the Special Committee, (i) determining that this Agreement and the transactions contemplated hereby, including the Partnership Merger, are fair to, and in the best interests of, the Partnership, its partners and the holders of the beneficial interest in the Stockholder Warrants, (ii) approving, adopting and declaring advisable this Agreement and the transactions contemplated hereby and (iii) recommending that Centex Homes vote in favor of the Partnership Merger, subject to the Development Board's right to withdraw, modify or amend such recommendation if the Development Board or Special Committee determines in good faith, after receipt of the advice of its outside counsel, that such action is necessary for the Development Board to comply with its fiduciary duties under applicable law. The Partnership agrees to execute an amendment to the Nominee Agreement, in the form previously provided, that will allow, subject to the Centex Stockholder Approval, for the termination of the Nominee Agreement in all respects without effectuation of a Detachment (as defined in the Nominee Agreement) or distribution of the Deposited Securities (as defined in the Nominee Agreement). The Financial Advisor has delivered to the Special Committee and the Development Board its Fairness Opinion to the effect that, as of the date of such opinion, the Transaction, including the Merger Consideration, is fair to the holders of the beneficial interest in the Stockholder Warrants from a financial point of view. ARTICLE II LIMITED PARTNER CONSENTS SECTION 2.1 Limited Partner Consents. In accordance with Sections 17-211 and 17-302 of the Act, as promptly as practicable (i) Development, in its capacity as general partner of the Partnership, will submit this Agreement to the sole limited partner of the Partnership, Centex Homes, for its approval by written consent, and (ii) Centex Homes, in its capacity as general partner of Acquirer, will submit this Agreement to the other limited partner of Acquirer, CREC, for its approval by written consent. ARTICLE III NO DISSENTERS' RIGHTS; PAYMENT FOR STOCKHOLDER WARRANTS; RELATED MATTERS SECTION 3.1 No Dissenters' Rights. Pursuant to the provisions of Act, the agreements governing the Stockholder Warrants and the Nominee Agreement, the holders of the beneficial interest in the Stockholder Warrants do not have any dissenters' rights or rights of appraisal as a result of the Partnership Merger and, upon effectiveness of the Partnership Merger, shall be entitled to receive only the Merger Consideration. SECTION 3.2 Payment for Warrants. (a) Prior to the Effective Time, Centex will engage a paying agent (the "PAYING AGENT") for the payment of the Merger Consideration upon consummation of the Partnership Merger. Promptly following the Effective Time, Centex shall cause the Surviving Partnership to provide to the Paying Agent cash in an amount sufficient to pay the Merger Consideration pursuant to Section 1.8. All of the fees and expenses of the Paying Agent shall be borne by the Surviving Partnership. 6 (b) As soon as practicable after the Effective Time, the Paying Agent shall cause to be delivered to each beneficial holder of the Stockholder Warrants (as determined by such holder's status as a record holder of Centex Common Stock) immediately prior to the Effective Time a check in the amount to which such holder is entitled, after giving effect to any required tax withholdings. (c) No payment of Merger Consideration can be paid to an owner of the Stockholder Warrants which is not registered in the transfer records of the Partnership, unless such holder notifies Centex in writing prior to the Effective Time and such notice is accompanied by all documents required by the Partnership and the transfer agent, as the case may be, to evidence and effect a transfer of ownership in the transfer records of the Partnership prior to the Effective Time. (d) From and after the Effective Time there shall be no transfers on the transfer books of the Surviving Partnership of the Stockholder Warrants that were outstanding immediately prior to the Effective Time. (e) The Merger Consideration paid in accordance with the terms of this Article III shall be deemed to have been paid and issued in full satisfaction of all rights pertaining to the Stockholder Warrants. ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP The Partnership represents and warrants to Centex and Acquirer as follows: SECTION 4.1 Partnership Existence and Power. The Partnership is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware, and has full power to carry on its business as presently conducted. The Partnership is duly qualified to do business as a foreign limited partnership and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except where the failure to be so qualified or in good standing, individually or in the aggregate, would not have a Partnership Material Adverse Effect. As used herein, the term "PARTNERSHIP MATERIAL ADVERSE EFFECT" shall mean any adverse change, effect, event, occurrence or state of facts (a) affecting the financial condition, business, assets, properties, operations or results of operations of the Partnership or any of its Subsidiaries which is material to the Partnership and its Subsidiaries, taken as a whole, or (b) which would prevent or materially impair the Partnership from consummating the Partnership Merger, which has occurred or would reasonably be expected to occur as a result of any such change, effect, event, occurrence or state of facts. SECTION 4.2 Authorization; Approvals. Development has the requisite corporate power and authority to execute and deliver this Agreement on behalf of the Partnership and, subject to the Limited Partner Approval (as defined in Section 4.15 below) of this Agreement, as required by applicable law, to consummate the Partnership Merger. The execution, delivery and performance of this Agreement by the Partnership and the consummation by the Partnership of the Partnership Merger have been duly authorized by all necessary action on the part of 7 Development, and, except for the Limited Partner Approval, no other action on the part of the Partnership is necessary to authorize the consummation of the Partnership Merger. This Agreement has been duly executed and delivered by Development on behalf of the Partnership and, assuming that this Agreement constitutes a valid and binding obligation of Centex and Acquirer, this Agreement constitutes a valid and binding obligation of the Partnership, enforceable against the Partnership in accordance with its terms, except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors' rights generally or by general equitable or fiduciary principles. SECTION 4.3 Governmental Authorization. To the Knowledge of the Partnership, the execution, delivery and performance by the Partnership of this Agreement and the consummation by the Partnership of the Partnership Merger require no action by or in respect of, or filing with, any federal, state or local governmental authority, or any court, administrative or regulatory agency or commission or other governmental authority or agency, (each, a "GOVERNMENTAL ENTITY"), other than, if any, (a) the filing of (i) the Certificate of Merger in accordance with the Act and (ii) appropriate documents with the relevant authorities of other states or jurisdictions in which the Partnership or any of its Subsidiaries is qualified to do business; (b) compliance with any applicable requirements of the New York Stock Exchange ("NYSE"); (c) compliance with any applicable requirements of the London Stock Exchange ("LSE"); (d) compliance with any applicable requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "SECURITIES ACT") and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "EXCHANGE ACT"); (e) such as may be required under any applicable state securities or blue sky laws or state takeover laws; and (f) such other consents, approvals, actions, orders, authorizations, registrations, declarations and filings which, if not obtained or made, would not, individually or in the aggregate, have a Partnership Material Adverse Effect (the filings and authorizations referred to in clauses (a) through (f) being referred to collectively as the "PARTNERSHIP REQUIRED GOVERNMENTAL CONSENTS"). SECTION 4.4 Non-Contravention. The execution, delivery and performance by Development, on behalf of the Partnership, of this Agreement and the consummation by the Partnership of the Partnership Merger do not and will not (a) contravene or conflict with the Partnership's certificate of limited partnership or agreement of limited partnership, (b) assuming that all of the Partnership Required Governmental Consents are obtained, contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to the Partnership, (c) to the Knowledge of the Partnership constitute a default under or give rise to a right of termination, cancellation or acceleration (with or without due notice or lapse of time or both) of any right or obligation of the Partnership or to a loss of any benefit or status to which the Partnership is entitled under any provision of any contract or other instrument binding upon the Partnership (other than any note, mortgage, indenture or loan agreement or similar instrument made or given by the Partnership or its Subsidiaries) or any license, franchise, permit or other similar authorization held by the Partnership or (d) to the Knowledge of the Partnership result in the creation or imposition of any Lien (as defined below) on any asset of the Partnership, other than, in the case of each of (b), (c) and (d), any such items that would not, individually or in the aggregate, have a Partnership Material Adverse Effect. 8 As used in this Agreement, "LIEN" means any mortgage, lien, pledge, charge, claim, security interest or encumbrance of any kind; provided, however, that the term "LIEN" shall not include (i) liens for water and sewer charges and current taxes, assessments and other governmental levies, fees or charges not yet due and payable or being contested in good faith, (ii) landlords', mechanics', carriers', workers', repairers', materialmen's, warehousemen's and similar liens, (iii) purchase money liens and liens securing rental payments under capital lease arrangements and (iv) liens or imperfections on property which do not materially detract from the value or the existing use of the property affected by such lien or imperfection. SECTION 4.5 Capitalization. (a) There were, as of the close of business on the date hereof, (i) a 1% general partner interest held by Development and (ii) a 99% limited partner interest consisting of 32,260 Class A LP Units and 211,142 Class C LP Units outstanding and held by Centex Homes; no Class B LP Units are outstanding. The Partnership's second amended agreement of limited partnership authorizes the general partner of the partnership to cause the Partnership to issue additional LP Units or series or classes of LP Units or other security from time to time, upon the consent of a majority of the outstanding LP Units. All outstanding partnership units of the Partnership are duly authorized, validly issued, fully paid and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Act, the Partnership's certificate of limited partnership, the Partnership's agreement of limited partnership or any contract to which the Partnership is a party or otherwise bound. (b) As of the date hereof, except for the Stockholder Warrants and the Centex Warrants and as described in Section 4.5(a) herein, there are no outstanding (i) partnership units or other voting securities of the Partnership, (ii) securities of the Partnership convertible into or exchangeable for partnership units or voting securities of the Partnership or (iii) options or other rights to acquire from the Partnership, or obligations of the Partnership to issue, any partnership units, voting securities or securities convertible into or exchangeable for partnership units or voting securities of the Partnership. There are no outstanding obligations of the Partnership or any of its Subsidiaries to repurchase, redeem or otherwise acquire any LP Units or GP Units or other partnership units of the Partnership or any of its Subsidiaries or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary of the Partnership or other entity, other than loans to Subsidiaries in the ordinary course of business. SECTION 4.6 Subsidiaries. (a) Each Subsidiary of the Partnership is an entity duly organized, validly existing and in good standing under the laws of its state or country of organization, and has all powers required to carry on its business as now conducted, except where the failure to be so organized or in such existence or standing or have such powers, individually or in the aggregate, would not have a Partnership Material Adverse Effect. Each Subsidiary of the Partnership is duly qualified to do business as a foreign entity and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except where the failure to be so qualified, individually or in the aggregate, would not have a Partnership Material Adverse Effect. 9 (b) All of the outstanding shares of capital stock of, or other ownership interest in, each Subsidiary of the Partnership, have been duly authorized and validly issued and all of the outstanding shares of capital stock of each Subsidiary that is a corporation are fully paid and nonassessable. All of the outstanding capital stock or other ownership interest which is owned, directly or indirectly, by the Partnership in each of its Subsidiaries is owned free and clear of any Lien and, with respect to corporate Subsidiaries, free of any other limitation or restriction, including any limitation or restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interest (other than any of such under the Securities Act or any state or foreign securities laws) (provided that restrictions on these rights with respect to non-corporate subsidiaries would not have a Partnership Material Adverse Effect). There are no outstanding (i) securities of the Partnership or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Partnership, (ii) options, warrants or other rights to acquire from the Partnership or any of its Subsidiaries, or obligations of the Partnership or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock, voting securities or ownership interests in, any Subsidiary of the Partnership or (iii) obligations of the Partnership or any of its Subsidiaries to repurchase, redeem or otherwise acquire any outstanding securities of any Subsidiary of the Partnership or any capital stock of, or other ownership interests in, any Subsidiary of the Partnership. There are no other persons in which the Partnership owns, of record or beneficially, any direct or indirect equity or similar interest or any right (contingent or otherwise) to acquire the same. (c) The execution, delivery and performance by Development, on behalf of the Partnership, of this Agreement and the consummation by the Partnership of the Partnership Merger do not and will not (a) contravene or conflict with any Subsidiary of the Partnership's articles of incorporation, by-laws or similar governing document, (b) assuming that all of the Partnership Required Governmental Consents are obtained, contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to any Subsidiary of the Partnership, (c) to the Knowledge of the Partnership, constitute a default under or give rise to a right of termination, cancellation or acceleration (with or without due notice or lapse of time or both) of any right or obligation of any Subsidiary of the Partnership or to a loss of any benefit or status to which any Subsidiary of the Partnership is entitled under any provision of any contract or other instrument binding upon any Subsidiary of the Partnership (other than any note, mortgage, indenture or loan agreement or similar instrument given by the Partnership or its Subsidiaries) or any license, franchise, permit or other similar authorization held by any Subsidiary of the Partnership or (d) to the Knowledge of the Partnership, result in the creation or imposition of any Lien on any asset of any Subsidiary of the Partnership, other than, in the case of each of (b), (c) and (d), any such items that would not, individually or in the aggregate, have a Partnership Material Adverse Effect. SECTION 4.7 Past SEC Documents; Undisclosed Liabilities. The Partnership has filed, in a timely manner, all reports, filings, registration statements and other documents required to be filed by it with the Securities and Exchange Commission ("SEC") after January 1, 2000 and prior to the date of this Agreement (collectively, the "PAST SEC DOCUMENTS"). As of its respective filing date or as amended or supplemented prior to the date hereof, each Past SEC Document, to the Knowledge of the Partnership, complied as to form in all material respects with the applicable requirements of the Securities Act and/or the Exchange Act, as the case may be 10 and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Partnership included in the Past SEC Documents, to the Knowledge of the Partnership, comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Partnership and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the Past SEC Documents filed and publicly available prior to the date hereof, to the Knowledge of the Partnership, neither the Partnership nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Partnership and its consolidated Subsidiaries or in the notes thereto and that, individually or in the aggregate, could reasonably be expected to have a Partnership Material Adverse Effect. SECTION 4.8 [Reserved]. SECTION 4.9 Absence of Certain Changes. Since June 30, 2003, except as otherwise expressly contemplated by this Agreement as disclosed or provided for in the Past SEC Documents, to the Knowledge of the Partnership, the Partnership and its Subsidiaries have conducted their business in the ordinary course consistent with past practice and there has not been any damage, destruction or other casualty loss (whether or not covered by insurance) or any action, event, occurrence, development or state of circumstances or facts that, individually or in the aggregate, would have a Partnership Material Adverse Effect. Since June 30, 2003, to the Partnership's Knowledge, neither the Partnership nor any of its Subsidiaries has taken any action other than in the ordinary course of business which, if taken after the date hereof, would constitute a breach of any provision set forth in Section 6.1 hereof, except as disclosed or provided for in the Past SEC Documents. SECTION 4.10 Litigation. As of the date of this Agreement except as disclosed or provided for in the Past SEC Documents, (a) to the Knowledge of the Partnership there are no pending or threatened actions, suits, claims, litigation or other governmental or judicial proceedings or investigations or arbitrations ("PROCEEDINGS") against the Partnership, its Subsidiaries or any of their respective properties, assets or businesses, or, to the Knowledge of the Partnership, any of the Partnership's or any of its Subsidiary's current or former directors or officers (in their capacity as such) or any other person whom the Partnership or any Subsidiary has agreed to indemnify (that would give rise to the obligation of the Partnership to indemnify such person); and (b) to the Knowledge of the Partnership, there are no outstanding orders, judgments, injunctions, awards or decrees of any Governmental Entity ("ORDERS") against the Partnership, its Subsidiaries, any of their respective properties, assets or businesses, or, to the Knowledge of the Partnership, any of the Partnership's or its Subsidiaries' current or former directors (in their capacity as such) or officers or any other person whom the Partnership or any Subsidiary has agreed to indemnify (that would give rise to the obligation of the Partnership to 11 indemnify such person), except where such Proceedings or Orders, individually or in the aggregate, would not have a Partnership Material Adverse Effect. SECTION 4.11 [Reserved]. SECTION 4.12 Compliance with Laws; Licenses, Permits and Registrations. (a) To the Knowledge of the Partnership, neither the Partnership nor any of its Subsidiaries is in violation of, or has violated, any applicable provisions of any laws, statutes, ordinances, regulations, judgments, injunctions, orders or consent decrees (including, without limitation, any laws, statutes, ordinances, regulations, judgments, injunctions, orders or consent decrees relating to pollution, protection of human health, safety or the environment (collectively, "ENVIRONMENTAL LAWS")), except for any such violations which, individually or in the aggregate, would not have a Partnership Material Adverse Effect. (b) To the Knowledge of the Partnership, each of the Partnership and its Subsidiaries has all permits, licenses, approvals, authorizations of and registrations with and under all federal, state, local and foreign laws (including, without limitation, under any Environmental Law), and from all Governmental Entities required by the Partnership and its Subsidiaries to carry on their respective businesses as currently conducted, except where the failure to have any such permits, licenses, approvals, authorizations or registrations, individually or in the aggregate, would not have a Partnership Material Adverse Effect. SECTION 4.13 Contracts. Each material lease, license, contract, agreement or other similar obligation to which the Partnership or any of its Subsidiaries is a party or by which any of them or any of their properties may be bound, to the Knowledge of the Partnership, is valid, binding and enforceable and in full force and effect with respect to the Partnership or its Subsidiaries and, to the Knowledge of the Partnership, with respect to the other parties thereto, except where the failure thereof would not have a Partnership Material Adverse Effect, and there are no existing defaults thereunder with respect to the Partnership or any of its Subsidiaries or, to the Partnership's Knowledge, the other parties thereto, except for those defaults that would not have a Partnership Material Adverse Effect. Other than any agreement among only the Partnership and one or more of its wholly-owned Subsidiaries, neither the Partnership nor any of its Subsidiaries is a party to any agreement that materially limits the ability of the Partnership or any of its Subsidiaries to compete in or conduct any material line of its business or compete with any person or in any geographic area or during any period of time. SECTION 4.14 Properties. To the Knowledge of the Partnership, the Partnership and its Subsidiaries own fee simple title to or have a valid leasehold interest in each of their real properties (the "PARTNERSHIP PROPERTIES"), free and clear of liens, mortgages or deeds of trust, claims against title, charges which are liens, security interests or other encumbrances on title, and the Partnership Properties are not subject to any rights of way, written agreements, laws, ordinances and regulations affecting building use or occupancy, or reservations of an interest in title (collectively, "PROPERTY RESTRICTIONS"), except for, if any, (i) real estate taxes and special assessments, (ii) inchoate liens imposed for construction work in progress incurred in the ordinary course of business (iii) real property liens and other encumbrances of record recorded in the appropriate county or counties where the property is located; or (iv) Property Restrictions imposed or promulgated by law or any governmental body or authority with respect to real property, including zoning regulations, that do not (a) materially adversely affect the current use 12 of the property, (b) materially detract from the value of or materially interfere with the current use of the property, or (c) materially detract from the value of or materially interfere with the planned use of any land held for development or properties being developed or expanded. SECTION 4.15 Required Vote; Board Approval. The affirmative vote of Development, as holder of the GP Units, (the "GENERAL PARTNER APPROVAL") and the affirmative vote of Centex Homes, as holder of a majority of both the Class A LP Units and the Class C LP Units (the "LIMITED PARTNER APPROVAL") is the only vote of any class or series of partnership units of the Partnership required by law, rule or regulation or the certificate of limited partnership or the agreement of limited partnership of the Partnership to approve this Agreement and the Partnership Merger. Pursuant to Section 1.11, the Partnership has obtained the General Partner Approval to this Agreement and the Partnership Merger. SECTION 4.16 [Reserved]. SECTION 4.17 Finders' Fees. Except for the Financial Advisor, the fees of which will be paid by the Partnership, in connection with this Agreement, the Partnership Merger and the transactions contemplated hereby based upon arrangements made by or on behalf of the Partnership, no investment banker, broker, finder or other such intermediary has been retained by, or is authorized to act on behalf of, the Partnership or is entitled to any fee or commission from the Partnership. SECTION 4.18 Opinion of the Financial Advisor. The Special Committee and the Development Board have received the Fairness Opinion from the Financial Advisor, to the effect that, as of the date of such opinion, the Transaction, including the Merger Consideration, is fair to the holders of the beneficial interest in the Stockholder Warrants from a financial point of view. A signed copy of the Fairness Opinion has been delivered to Acquirer. The Partnership hereby represents and warrants that it has been authorized by the Financial Advisor to permit the inclusion of the Fairness Opinion and references thereto in any required SEC filings. Other than the fee payable to the Financial Advisor in connection with the Fairness Opinion, the Closing of the Partnership Merger and the reimbursement and indemnification obligations of the Partnership to the Financial Advisor related to the Fairness Opinion, neither Development, the Partnership nor Development's directors has any continuing obligation to the Financial Advisor with respect to the transactions contemplated hereby. SECTION 4.19 [Reserved]. ARTICLE V REPRESENTATIONS AND WARRANTIES OF CENTEX AND ACQUIRER Centex and Acquirer represent and warrant to the Partnership as follows: SECTION 5.1 Corporate/Partnership Existence and Power. Centex is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Nevada and has all full corporate power required to conduct its business as presently conducted. Acquirer is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware, and has full power to carry on its business as presently conducted. Since the date of its incorporation, Acquirer has not engaged in any activities other than in connection with or as contemplated by this Agreement. 13 SECTION 5.2 Authorization; Approvals. Centex and Acquirer each have the requisite power and authority to execute and deliver this Agreement and, subject to the approval of Centex Homes and CREC, as the limited partners of Acquirer, consummate the Partnership Merger. The execution, delivery and performance by Centex and Acquirer of this Agreement and the consummation by Centex and Acquirer of the Partnership Merger have been duly authorized by all necessary action and no other action on the part of Centex or Acquirer is necessary to authorize the consummation of the Partnership Merger other than the Centex Stockholder Approval and the approval of Centex Homes and CREC. This Agreement has been duly and validly executed and delivered by Centex and Acquirer and, assuming that this Agreement constitutes the valid and binding obligation of the Partnership, this Agreement constitutes a valid and binding agreement of each of Centex and Acquirer, enforceable in accordance with its terms, except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors' rights generally or by general equitable or fiduciary principles. SECTION 5.3 Governmental Authorization. The execution, delivery and performance by Centex and Acquirer of this Agreement and the consummation by Centex and Acquirer of the Partnership Merger requires no action by or in respect of, or filing with, any Governmental Entity, other than (a) those set forth in clauses (a) through (f) of Section 4.3 and (b) such other consents, approvals, actions, orders, authorizations, registrations, declarations and filings which, if not obtained or made, would not, individually or in the aggregate, have a Centex Material Adverse Effect (the filings and authorizations referred to in clauses (a) and (b) being referred to collectively as the "CENTEX REQUIRED GOVERNMENTAL CONSENTS"). As used herein, the term "CENTEX MATERIAL ADVERSE EFFECT" shall mean any adverse change, effect, event, occurrence or state of facts resulting in a material adverse change in the ability of Centex to consummate the Partnership Merger and other transactions contemplated by this Agreement, which has occurred or would reasonably be expected to occur as a result of any such change, effect, event, occurrence or state of facts. SECTION 5.4 Non-Contravention. The execution, delivery and performance by Centex and Acquirer of this Agreement and the consummation by Centex and Acquirer of the Partnership Merger do not and will not (a) contravene or conflict with the articles of incorporation or by-laws of Centex or the certificate of limited partnership or agreement of limited partnership of Acquirer, (b) assuming that all of the Centex Required Governmental Consents are obtained, contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to Centex or Acquirer, (c) constitute a default under or give rise to a right of termination, cancellation or acceleration (with or without due notice or lapse of time or both) of any right or obligation of Centex or Acquirer or to a loss of any benefit or status to which Centex or Acquirer is entitled under any provision of any agreement, contract or other instrument binding upon Centex or Acquirer or any license, franchise, permit or other similar authorization held by Centex or Acquirer or (d) result in the creation or imposition of any Lien on any asset of the Centex or Acquirer other than, in the case of each of (b), (c) and (d), any such items that would not, individually or in the aggregate, have a Centex Material Adverse Effect. SECTION 5.5 Information in Securities Filings. All documents required to be filed by Centex or Acquirer with the SEC in connection with the Partnership Merger, if any, or any supplement or amendment to any such filings, will not, at the respective times when such are 14 filed with the SEC and/or are first published, as the case may be, and at the Effective Time, in each case, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading. The representations and warranties contained in this Section 5.5 will not apply to statements or omissions included in any such filings based upon information furnished in writing by or on behalf of the Partnership. SECTION 5.6 Finders' Fees. There is no investment banker, broker, finder or other intermediary who is entitled to any fee or commission from Centex or any of its affiliates in connection with the Partnership Merger and the transactions contemplated hereby based upon arrangements made by or on behalf of Centex or Acquirer. ARTICLE VI COVENANTS SECTION 6.1 Conduct of Business of the Partnership. Except as expressly provided in this Agreement or except with the prior consent of Centex from the date of this Agreement to the Effective Time or the earlier termination of this Agreement, the Partnership shall, and shall cause each of its Subsidiaries to, conduct its business in the usual, regular and ordinary course in substantially the same manner as previously conducted or proposed to be conducted and use all reasonable efforts to preserve intact its current business organization, and keep its relationships with customers, suppliers, licensors, licensees, distributors and others having business dealings with them to the end that its goodwill and ongoing business shall be unimpaired at the Effective Time. In addition, and without limiting the generality of the foregoing, until the Effective Time or the earlier termination of this Agreement the Partnership will not, and will not permit any of its Subsidiaries to, without the prior consent of Centex: (a) declare, set aside or pay any dividends on, or make any other distributions in respect of, any of its partnership units or other securities; (b) split, combine, recapitalize or reclassify any of its partnership units or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for, its partnership units; (c) purchase, redeem or otherwise acquire any partnership interest, shares of capital stock or other ownership interest of the Partnership or any of its Subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such partnership units or other securities; (d) authorize for issuance, issue, deliver, sell, pledge or otherwise encumber any of its partnership units or other securities of any of its Subsidiaries, any other voting securities or any securities convertible into, or any rights, warrants or options to acquire, any such partnership units, voting securities or convertible securities or any other securities or equity equivalents (including without limitation stock appreciation rights); (e) amend its certificate or articles of incorporation, certificate of limited partnership, agreement of limited partnership, by-laws or other comparable organizational documents; (f) adopt resolutions providing for or authorizing a liquidation or a dissolution, except as part of a Transaction Proposal (as defined in Section 6.3 below); or 15 (g) authorize any of, or commit or agree to take any of, the foregoing actions. SECTION 6.2 Indemnification and Insurance. (a) From and after the Effective Time for six (6) years, Centex and the Surviving Partnership shall indemnify each present and former director and officer of Development, including without limitation members of the Special Committee ("INDEMNIFIED PARTIES"), against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages, penalties or liabilities (collectively, "COSTS") incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted by law, and shall, in connection with defending against any action for which indemnification is available hereunder, either advance expenses to, or promptly reimburse such Indemnified Parties from time to time upon receipt of sufficient supporting documentation, for any reasonable costs and expenses reasonably incurred by such Indemnified Parties; provided that such advancement or reimbursement shall be conditioned upon such Indemnified Parties' agreement promptly to return such amounts if (i) a court of competent jurisdiction through a final nonappealable order shall ultimately determine that indemnification of such Indemnified Parties is prohibited by applicable law, and (ii) Centex and the Surviving Partnership have made commercially reasonable good faith efforts to collect such expenses under the officers' and directors' liability insurance required by Section 6.2(c), and such efforts are not successful. The foregoing rights shall be in addition to any rights to which any Indemnified Party may be entitled by reason of the agreement of limited partnership or the certificate of limited partnership of the Partnership or the by-laws or articles of incorporation of any of its Subsidiaries, any contract and/or any applicable law. (b) All rights to indemnification and all limitations on liability existing in favor of any Indemnified Parties as provided in the Partnership's certificate of limited partnership or partnership agreement, as in effect as of the date hereof, to the extent relating to acts or omissions occurring prior to the Effective Time, shall continue in full force and effect in accordance with their terms from and after the Effective Time. The certificate of limited partnership and partnership agreement of the Surviving Partnership following the Effective Time shall contain the provisions with respect to indemnification and limitations on liability set forth in the Partnership's certificate of limited partnership or partnership agreement on the date hereof, which provisions, to the extent relating to acts or omissions occurring on or prior to the Effective Time, shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of the Indemnified Parties, unless, and only to the extent, such modification is required by applicable law. (c) For six (6) years after the Effective Time, Centex shall provide officers' and directors' liability insurance in respect of acts or omissions occurring prior to the Effective Time covering each person currently covered by the Development's officers' and directors' liability insurance policy on terms and with respect to coverage and amount not less favorable than those of such policy in effect on the date hereof (whether through existing policies (and extensions thereof) or other policies obtained for Centex generally). For the period after the date that is six (6) years after the Effective Time, Centex shall provide to each person currently covered by Development's officers' and directors' liability insurance policy not less than the same officers' and directors' liability insurance coverage in respect of acts or omissions occurring prior to the 16 Effective Time as Centex provides with respect to former directors and officers of Centex generally. (d) The obligations of Centex and the Surviving Partnership under this Section 6.2 shall not be terminated or modified in such a manner as to adversely affect any Indemnified Party to whom this Section applies without the written consent of such affected Indemnified Party, it is being expressly agreed that this Section 6.2 shall survive the termination of this Agreement. The rights of each Indemnified Party under this Section 6.2 shall be in addition to any rights such Person may have under the Partnership's certificate of limited partnership or partnership agreement, or under the Act or any other applicable law or under any agreement of any Indemnified Party with the Partnership. All rights to indemnification and all limitations on liability existing in favor of any Indemnified Party as provided in an agreement between any Indemnified Party and the Partnership as in effect as of the date hereof shall continue in full force and effect in accordance with their terms after the Effective Time. (e) If the Surviving Partnership (i) consolidates with or merges into any other Person and shall not be the continuing or the surviving partnership or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its assets or capital securities to any Person, then, and in each such case, proper provision shall be made with respect to the obligations set forth in this Section 6.2 so that such obligations of the Surviving Partnership are performed in accordance with their terms in such event. SECTION 6.3 Other Proposals. (a) From and after the date of this Agreement until the termination of this Agreement, neither Development, the Partnership, any of its Subsidiaries, nor any of their respective officers, directors, employees, representatives, agents or affiliates (including, without limitation, any investment banker, attorney or accountant retained by Development, the Partnership or any of its Subsidiaries or affiliates) (collectively, "RESPONSIBLE PARTIES") will directly or indirectly initiate, solicit or knowingly encourage (including by way of furnishing non-public information or assistance), or take any other action to facilitate knowingly, any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to any Transaction Proposal, or enter into or maintain or continue discussions or negotiate with any individual, corporation, partnership, joint venture, association, trust, unincorporated organization or other entity ("PERSON") in furtherance of such inquiries or to obtain a Transaction Proposal or agree to or endorse any Transaction Proposal or authorize or permit any Responsible Party to take any such action; provided, however, that nothing contained in this Agreement shall prohibit the Development Board or the Special Committee from, prior to the Centex Stockholder Approval, but subject to compliance with the remaining provisions of this Section 6.3: (i) furnishing information (other than any non-public information relating to the terms or structure of the transactions contemplated by this Agreement) to or entering into discussions or negotiations with any Person that makes a bona fide Transaction Proposal which was not directly or indirectly solicited in violation of this Section 6.3 only to the extent that: (1) the Development Board or Special Committee, after consultation with its financial advisors and after receipt of advice from outside legal counsel, determines in good faith that such action is necessary for the Board to comply with its fiduciary duties to the Partnership's limited partners and, to the extent of any duties, to the Partnership's warrant holders, in each case under applicable law and (2) prior to taking such action the Partnership provides prompt notice to Acquirer to the effect that it is furnishing such information to or entering into discussions or negotiations with such Person and 17 receives from such Person an executed confidentiality agreement; (ii) failing to make or withdrawing or modifying its recommendation referred to in Section 1.11 if there exists a Transaction Proposal and the Development Board or Special Committee, after consultation with its financial advisors and after receipt of advice from outside legal counsel, determines in good faith that such action is necessary for the Development Board to comply with its fiduciary duties to the Partnership's limited partners and, to the extent of any duties, to the Partnership's warrant holders, in each case under applicable law in connection with such Transaction Proposal; or (iii) making to the Partnership's partners any recommendation and related filing with the SEC as required by Rule 14e-2 and 14d-9 under the Exchange Act, with respect to any Transaction Proposal, or taking any other legally required action with respect to such Transaction Proposal (including, without limitation, the making of public disclosures as may be necessary or reasonably advisable under applicable securities laws) if the Development Board or the Special Committee, after consultation with their financial advisors and receipt of advice from independent outside legal counsel, determines in good faith that such action is necessary for the Development Board to comply with its fiduciary duties to Partnership's limited partners and, to the extent of any duties, to the Partnership's warrant holders, in each case under applicable law. Consistent with the foregoing provisions of this Section 6.3, the Partnership shall immediately cease and terminate any currently existing solicitation, initiation, encouragement, activity, discussion or negotiation with any Person conducted heretofore by the Partnership or any Responsible Parties with respect to the foregoing. The Partnership agrees not to release any third party from, or waive any provisions of, any standstill agreement to which it is a party or any confidentiality agreement between it and another Person who has made, or who may reasonably be considered likely to make, a Transaction Proposal. In the event of an exercise of the Partnership's or the Development Board's rights under clauses (i), (ii) or (iii) above and subject to compliance with this Section 6.3, notwithstanding anything contained in this Agreement to the contrary, such exercise of rights shall not constitute a breach of this Agreement by the Partnership. For purposes of this Agreement "TRANSACTION PROPOSAL" shall mean any of the following (other than the transactions between the Partnership, Acquirer and Centex contemplated by this Agreement) involving the Partnership or any of its Subsidiaries: (i) any merger, consolidation, share exchange, recapitalization, business combination or other similar transaction; (ii) except in the ordinary course of business, any sale, lease, exchange, mortgage, pledge, transfer or other disposition of 20% or more of the assets of the Partnership and its Subsidiaries, taken as a whole, in a single transaction or series of related transactions; (iii) any tender offer or exchange offer for, or the acquisition of (or right to acquire) "beneficial ownership" by any person, "group" or entity (as such terms are defined under Section 13(d) of the Exchange Act), of 20% or more of the outstanding partnership units of the Partnership or the filing of a registration statement under the Securities Act in connection therewith; or (iv) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoing or recapitalization, liquidation, dissolution or similar transaction involving the Partnership or any of its Subsidiaries. (b) Prior to the Development Board or Special Committee withdrawing or modifying its approval or recommendation of this Agreement or the Partnership Merger, or approving or recommending a Transaction Proposal, or entering into an agreement with respect to a Transaction Proposal, the Partnership shall provide Acquirer with a written notice (a "NOTICE OF TRANSACTION PROPOSAL") advising Acquirer of the Transaction Proposal, specifying the material 18 terms and conditions of such Transaction Proposal, identifying the person making such Transaction Proposal, and specifying that the Development Board or the Special Committee has reasonably determined that such Transaction Proposal, if consummated, would constitute a Superior Transaction; provided, however, that neither Development, the Partnership nor any Subsidiary shall enter into an agreement with respect to a Superior Transaction until 72 hours after the Notice of Transaction Proposal with respect to a given Transaction Proposal was received by Acquirer. For purposes of this Agreement, "SUPERIOR TRANSACTION" means a Transaction Proposal made in writing by a Third Party (a) that provides for (i) a Transaction Proposal that would substitute for the Merger and the Holding Merger, and (ii) (1) the repayment (as a condition to the closing of such transaction) by the Partnership, Holding or their designees of all sums owed by the Partnership and its subsidiaries to Centex and its subsidiaries, including debt, unpaid distributions and capital, (2) the release of Centex and its subsidiaries from guarantees and other credit enhancements for the Partnership and its subsidiaries, and (3) the termination of the Nominee Agreement on terms acceptable to Centex in its sole and absolute discretion, and (b) the terms and conditions of which (including the amount and value of the consideration to be received) are reasonably determined by the Development Board or the Special Committee to be, when taken in their entirety, more favorable to the Partnership for the holders of the beneficial interest in the Stockholder Warrants than the terms and conditions set forth in this Agreement (or the terms of an offer of Acquirer, if any, made to the Partnership in response to a Notice of Transaction Proposal). For purposes of this Agreement, "THIRD PARTY" means a Person who is not Centex or its subsidiaries. SECTION 6.4 Public Announcements. Neither Acquirer nor Centex, on the one hand, nor the Partnership, on the other hand, will issue any press release or public statement with respect to the Partnership Merger, without the other party's prior consent, except as may be required by applicable law, court process or by obligations pursuant to any listing agreement with, or rule of, NYSE or LSE and, in any event, to the extent practicable, Centex, Acquirer and the Partnership will consult with each other before issuing, and provide each other with the opportunity to review and comment upon, any such press release or other public statements with respect to the Partnership Merger. The parties agree that the initial press release or releases to be issued with respect to the Partnership Merger shall be mutually agreed upon prior to the issuance thereof. ARTICLE VII CONDITIONS TO CONSUMMATION OF THE PARTNERSHIP MERGER SECTION 7.1 Conditions to Each Party's Obligation. The respective obligations of each party to effect the Partnership Merger are subject to the satisfaction or waiver, at or prior to the Effective Time, of the following conditions: (a) A proposal to terminate the Nominee Agreement shall have received the Centex Stockholder Approval; (b) All conditions to the Holding Merger set forth in the Holding Merger Agreement shall have been satisfied or waived; 19 (c) All actions by or in respect of or filings with any Governmental Entity required to permit the consummation of the Partnership Merger shall have been obtained, except those that would not reasonably be expected to have a material adverse effect on any party's ability to consummate the transactions contemplated by this Agreement; and (d) No preliminary or permanent injunction or other order issued by any federal or state court of competent jurisdiction in the United States prohibiting the consummation of the Partnership Merger shall be in effect. SECTION 7.2 Conditions to Acquirer's and Centex's Obligation. The obligation of Acquirer and Centex to effect the Partnership Merger is subject to the satisfaction or waiver, at or prior to the Effective Time, of the following conditions: (a) Acquirer shall have received the approval of Acquirer's limited partners, Centex Homes and CREC, to this Agreement and the Partnership Merger; (b) The representations and warranties of the Partnership contained in this Agreement (i) shall be true and correct in all material respects at and as of the Closing Date, as if made at and as of the Closing Date, in each case except as contemplated or permitted by this Agreement and (ii) with respect to any representations or warranties not qualified by "Partnership Material Adverse Effect," unless the inaccuracies under such representations and warranties not so qualified, taken together in their entirety, do not in the aggregate result in a Partnership Material Adverse Effect; (c) The Partnership shall have performed in all material respects the obligations required to be performed by it under the Agreement at or prior to the Closing Date; (d) There shall have occurred or taken place no adverse change, effect, event, occurrence or state of facts (i) affecting the financial condition, business, assets, properties, operations or results of operations of the Partnership or any of its Subsidiaries which is material to the Partnership and its Subsidiaries, taken as a whole, or (ii) which would prevent or materially impair the Partnership from consummating the Partnership Merger, which has occurred or would reasonably be expected to occur as a result of any such change, effect, event, occurrence or state of facts, excluding in each case (1) changes resulting from the announcement of the transactions described in this Agreement or the identity of Centex or Acquirer or from the performance of this Agreement and compliance with the covenants set forth herein and (2) any actions required under this Agreement to obtain any approval or authorization under applicable antitrust or competition laws for the consummation of the Partnership Merger; (e) The holders of warrants of the Partnership shall not have any dissenters' rights or rights of appraisal as a result of the Merger and, the holders of the Stockholder Warrants shall be entitled to receive only the Merger consideration; and (f) No state takeover or similar statute or regulation in any jurisdiction in which the Partnership or any of its Subsidiaries do business applies or purports to apply to the Partnership Merger or this Agreement. 20 SECTION 7.3 Conditions to the Partnership's Obligation. The obligation of the Partnership to effect the Partnership Merger is subject to the satisfaction or waiver, at or prior to the Effective Time, of the following conditions: (a) The Partnership shall have received the Limited Partner Approval; (b) The representations and warranties of Centex and Acquirer contained in this Agreement (i) shall be true and correct in all material respects at and as of the Closing Date, as if made at and as of the Closing Date, in each case except as contemplated or permitted by this Agreement and (ii) with respect to any representations or warranties not qualified by "Centex Material Adverse Effect," unless the inaccuracies under such representations and warranties not so qualified, taken together in their entirety, do not in the aggregate result in a Centex Material Adverse Effect; (c) Centex and Acquirer shall have each performed in all material respects the obligations required to be performed by it under the Agreement at or prior to the Closing Date; (d) Centex shall provide to the directors of Development indemnification contracts executed by Centex containing indemnification provisions substantially the same as those set forth in Section 6.2(a); and (e) The Fairness Opinion shall not have been withdrawn or adversely modified by the Financial Advisor. ARTICLE VIII TERMINATION; AMENDMENT; WAIVER SECTION 8.1 Termination. This Agreement may be terminated and the Partnership Merger contemplated hereby may be abandoned at any time notwithstanding approval thereof by the limited partners of the Partnership, but prior to the Effective Time: (a) by mutual written consent of each of Acquirer and the Partnership; or (b) by either Acquirer or the Partnership, (i) if any court of competent jurisdiction in the United States or other United States or State governmental body shall have issued an order, decree or ruling or taken any other action restraining, or otherwise prohibiting the Partnership Merger and such order, decree, ruling or other action shall have become final and non-appealable; or (ii) if the Partnership Merger shall not have occurred by March 31, 2004, unless the failure to consummate the Partnership Merger is the result of a material breach or failure to perform in any material respect of any covenant or other agreement contained in this Agreement by the party purporting to terminate this Agreement; or (c) by the Partnership, (i) substantially concurrently with its approval of a Transaction Proposal; provided that the Partnership has complied with all provisions of this Agreement, 21 including the notice provisions herein, and that it pays the Expenses as provided by and defined in Section 9.10 hereof; or (ii) in the event of a material breach or failure to perform in any material respect by Centex or Acquirer of any covenant or other agreement contained in this Agreement or in the event of a material breach of any representation or warranty of Centex or Acquirer in each case which cannot be or has not been cured within 15 days after the giving of written notice to Centex or Acquirer, and, with respect to any representations or warranties not qualified by "Centex Material Adverse Effect," unless the inaccuracies under such representations and warranties not so qualified, taken as a whole in their entirety, do not in the aggregate result in a Centex Material Adverse Effect; or (d) by Acquirer, (i) if the Partnership (1) enters into a definitive agreement or agreement in principle with any Person with respect to a Transaction Proposal or (2) withdraws or adversely modifies its approval of or recommendation of the Partnership Merger following the public announcement of a Transaction Proposal; or (ii) in the event of a material breach or failure to perform in any material respect by the Partnership of any covenant or other agreement contained in this Agreement or in the event of a material breach of any representation or warranty of the Partnership in each case which cannot be or has not been cured within 15 days after the giving of written notice to the Partnership, and, with respect to any representations or warranties not qualified by "Partnership Material Adverse Effect," unless the inaccuracies under such representations and warranties not so qualified, taken as a whole in their entirety, do not in the aggregate result in a Partnership Material Adverse Effect. SECTION 8.2 Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 8.1, this Agreement shall be void and have no effect (except pursuant to Section 6.3, which shall survive such termination), with no liability on the part of any party hereto or its affiliates, directors, officers, stockholders or partners. SECTION 8.3 Amendment. Any provision of this Agreement may be amended or waived prior to the Effective Time (whether before or after approval of matters presented in connection with the Partnership Merger by the limited partners of the Partnership) if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Partnership, Centex and Acquirer or, in the case of a waiver, by the party against whom such waiver is to be effective; provided that after the adoption of this Agreement by the limited partners of the Partnership, no amendment shall become effective without a vote of the limited partners approving such amendment if such limited partner vote is required by applicable law in order to effect the proposed amendment. SECTION 8.4 Extension; Waiver. At any time prior to the Effective Time, the parties may (i) extend the time for the performance of any of the obligations or other acts of the other parties hereto, (ii) waive any inaccuracies in the representations and warranties contained herein or in any document, certificate or writing delivered pursuant hereto or (iii) waive compliance with any of the agreements or conditions contained herein, except as otherwise provided by law 22 and except that the provisions of Section 6.2 hereof shall not be waived. Any agreement on the part of any party to any such extension or waiver shall be valid only if set forth in an instrument in writing on behalf of such party, and if such extension or waiver has been approved by a majority of the members of the Special Committee. ARTICLE IX MISCELLANEOUS SECTION 9.1 Nonsurvival of Representations, Warranties and Agreements. (a) None of the representations, warranties and agreements made herein shall survive beyond the Effective Time, except for the agreements set forth in Sections 3.2 and 6.2, and all such representations, warranties and agreements will be extinguished upon consummation of the Partnership Merger and none of the Partnership, Centex and Acquirer, nor any officer, director or employee or stockholder thereof shall be under any liability whatsoever with respect to any such representation, warranty or agreement after such time. (b) Each of the parties is a sophisticated person or legal entity that was advised by knowledgeable counsel and, to the extent it deemed necessary, other advisors in connection with this Agreement. Accordingly, each of the parties hereby acknowledges that (i) no party has relied or will rely upon any document or written or oral information previously furnished to or discovered by it or its representatives, other than this Agreement and (ii) there are no representations or warranties by or on behalf of any party hereto or any of its respective affiliates or representatives other than those expressly set forth herein, which representations and warranties shall not survive the Effective Time. SECTION 9.2 Entire Agreement; Assignment. This Agreement and the agreements specifically contemplated hereby or referenced herein (a) constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and oral, between the parties or any of them with respect to the subject matter hereof and (b) shall not be assigned by operation of law or otherwise; provided that Acquirer may assign its rights and obligations to any wholly owned, direct or indirect subsidiary of Centex, but no such assignment shall relieve Acquirer of its obligations hereunder if such assignee does not perform such obligations. Except as expressly provided in this Agreement, nothing contained in this Agreement, express or implied, is intended to amend, modify, revise, supplement, terminate, supersede, cancel, or waive any provision of, any contract or agreement between or among any of the parties to this Agreement, including, without limitation, the Nominee Agreement (as amended by the contemplated amendment thereto). SECTION 9.3 Validity. The validity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provisions of this Agreement, which shall remain in full force and effect. SECTION 9.4 Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered in person, by cable, telegram or telex, or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses or at such other addresses as shall be specified by the parties by like notice. 23 If to Centex or Acquirer: c/o Centex Corporation 2728 North Harwood Dallas, Texas 75201 Fax No.: (214) 981-6859 Attention: Chief Executive Officer with a copy to (such copy not to constitute notice): Thompson & Knight LLP 1700 Pacific Ave., Suite 3300 Dallas, Texas 75201 Fax No.: (214) 969-1751 Attention: James R. Peacock III If to the Partnership: Centex Development Company, L.P. c/o 3333 Development Corporation 2728 North Harwood Dallas, Texas 75201 Fax No.: (214) 981-6559 Attention: President with a copy to: The Special Committee of the Board of Directors c/o Roger West 3333 Development Corporation 2728 North Harwood Dallas, Texas 75201 Fax No.: (214) 981-6559 with a copy to (such copy not to constitute notice): Akin Gump Strauss Hauer & Feld LLP 1700 Pacific Avenue, Suite 4100 Dallas, Texas 75201 Fax No.: (214) 969-4343 Attention: Terry M. Schpok, P.C. SECTION 9.5 Defined Terms. The following terms have the meanings assigned to them in the provisions of this Agreement referred to in the table below:

Term Section - ---- ------- Acquirer Preamble Acquisition Corp. Recitals

24 Act Recitals Agreement Preamble Centex Preamble Centex Common Stock Recitals Centex Homes Preamble Centex Material Adverse Effect Section 5.3 Centex Required Governmental Consents Section 5.3 Centex Stockholder Approval Section 1.8(c) Centex Warrants Section 1.9 Certificate of Merger Section 1.3 Closing Section 1.2 Closing Date Section 1.2 Constituent Partnerships Section 1.1 Costs Section 6.2(a) CREC Recitals Development Preamble Development Board Section 1.11 Effective Time Section 1.3 Environmental Laws Section 4.12(a) Exchange Act Section 4.3 Expenses Section 9.10(a) Fairness Opinion Recitals Financial Advisor Recitals GAAP Section 4.7 General Partner Approval Section 4.15 Governmental Entity Section 4.3 GP Units Recitals Holding Recitals Holding Merger Recitals Holding Merger Agreement Recitals Indemnified Parties Section 6.2(a) Knowledge Section 1.7 Lien Section 4.4 Limited Partner Approval Section 4.15 LP Units Recitals LSE Section 4.3 Merger Consideration Section 1.8(d) Nominee Recitals Nominee Agreement Section 1.8(c) Notice of Transaction Proposal Section 6.3(b) NYSE Section 4.3 Orders Section 4.10 Partnership Preamble Partnership Material Adverse Effect Section 4.1 Partnership Properties Section 4.14(a) Partnership Required Governmental Consents Section 4.3 Partnership Merger Recitals 25 Past SEC Documents Section 4.7 Paying Agent Section 3.2(a) Person Section 6.3(a) Proceedings Section 4.10 Property Restrictions Section 4.14(a) Responsible Parties Section 6.3(a) SEC Section 4.7 Secretary Section 1.3 Securities Act Section 4.3 Special Committee Recitals Stockholder Warrants Recitals Subsidiary Section 1.7 Superior Transaction Section 6.3(b) Surviving Partnership Section 1.1 Third Party Section 6.3(b) Transaction Schedule 1 Transaction Proposal Section 6.3(a) SECTION 9.6 Governing Law. This Agreement shall be governed by and construed in accordance with the law of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflict of laws thereof. SECTION 9.7 Descriptive Headings. The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement. SECTION 9.8 Parties in Interest. This Agreement shall be binding upon, and inure solely to the benefit of, each party hereto, and nothing contained in this Agreement, express or implied, is intended to create any duties or obligations to any Person (other than a party hereto) not in existence on the date hereof, including any fiduciary duty, or to confer upon any other Person (other than a party hereto) any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement, except as expressly provided in Sections 3.2 and 6.2 (which are intended to be for the benefit of the persons referred to therein and may be enforced by such persons). The Indemnified Parties, which include Development's officers and directors, are intended to be third party beneficiaries of the provisions of Section 6.2 relating to indemnification and insurance. SECTION 9.9 Counterparts. This Agreement may be executed by facsimile in two or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. SECTION 9.10 Expenses. (a) If any person (other than Acquirer or any of its affiliates) shall have made, proposed, communicated or disclosed a Transaction Proposal in a manner which is or otherwise becomes public and this Agreement is terminated pursuant to Section 8.1(c)(i), then the Partnership shall, simultaneously with such termination of this Agreement, pay Purchaser in 26 same day funds all reasonable documented out-of-pocket costs, fees and expenses of Centex and Acquirer incurred on or after April 1, 2003, related to the Partnership Merger, this Agreement, and the transactions contemplated hereby and thereby (including, without limitation, printing fees, filing fees and reasonable fees and expenses of legal and financial advisors) (collectively the "EXPENSES"). Further, if this Agreement is terminated pursuant to Section 8.1(d)(i) or (ii), then the Partnership shall, simultaneously with such termination of this Agreement, pay Acquirer in same day funds the Expenses. Notwithstanding the foregoing, in no event shall the Expenses paid pursuant to this Section 9.10 exceed $50,000. (b) The Partnership agrees that the agreements contained in Section 9.10(a) above are an integral part of the transactions contemplated by this Agreement and constitute liquidated damages and not a penalty. If the Partnership fails to promptly pay to Acquirer any of the amounts due under Section 9.10(a), the Partnership shall pay the reasonable costs and expenses (including reasonable legal fees and expenses) in connection with any action, including the filing of any lawsuit or other legal action, taken to collect payment thereof, together with interest on the amount of any unpaid Expenses at the annual rate of four percent above the publicly announced prime rate of Bank of America, N.A. (or, if lower, the maximum rate permitted by law) from the date such Expenses were required to be paid by the Partnership to the date of payment. (c) Except as provided otherwise in paragraphs (a) and (b) above, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses, except that the Acquirer shall pay all costs and expenses of obtaining any consents of any third party. SECTION 9.11 Specific Performance. The parties hereto agree that if for any reason any party hereto shall have failed to perform its obligations under this Agreement, then any other party hereto seeking to enforce this Agreement against such non-performing party shall be entitled to specific performance and injunctive and other equitable relief, and the parties hereto further agree to waive any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief. This provision is without prejudice to any other rights that any party hereto may have against any other party hereto for any failure to perform its obligations under this Agreement. [signatures appear on following page.] 27 IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed on its behalf by its officers thereunto duly authorized, all as of the day and year first above written. CENTEX DEVELOPMENT COMPANY, L.P. By: 3333 DEVELOPMENT CORPORATION, its general partner By: /s/ Stephen M. Weinberg -------------------------------------------- Name: Stephen M. Weinberg Title: President and Chief Executive Officer 3333 DEVELOPMENT CORPORATION By: /s/ Stephen M. Weinberg ------------------------------------------------ Name: Stephen M. Weinberg Title: President and Chief Executive Officer CENTEX CORPORATION By: /s/ Raymond G. Smerge ------------------------------------------------ Name: Raymond G. Smerge Title: Executive Vice President, Chief Legal Officer and Secretary CENTEX DEVELOPMENT ACQUISITION, L.P. By: CENTEX HOMES, its general partner By: CENTEX REAL ESTATE CORPORATION, its managing general partner By: /s/ Raymond G. Smerge ---------------------------------------- Name: Raymond G. Smerge Title: Vice President and Secretary 28 CENTEX HOMES By: CENTEX REAL ESTATE CORPORATION, its managing general partner By: /s/ Raymond G. Smerge -------------------------------------------- Name: Raymond G. Smerge Title: Vice President and Secretary 29 SCHEDULE 1 As used in this Agreement, the term "TRANSACTION" shall mean a series of transactions that will result in the elimination of the arrangement by which the beneficial interests in the Holding common stock and in the Stockholder Warrants trade in tandem with the common stock of Centex, including: (a) the Holding Merger; which is a merger of 3333 Acquisition Corp., a new wholly-owned subsidiary of Centex, with and into Holding, with Holding being the surviving entity and indirectly wholly-owned by Centex. Pursuant to the Holding Merger, the Holding common stock will be cancelled, with the payment to the holders of the beneficial interest in Holding common stock of an amount that is equal to $.01 per share of Centex common stock; (b) the Partnership Merger; and (c) the amendment and termination of the Nominee Agreement between Centex, Holding, the Partnership and Mellon Investor Services LLC, as successor nominee and transfer agent. 30 EX-4.1 5 d10716exv4w1.txt EX-4.1 AMENDMENT TO NOMINEE AGREEMENT EXHIBIT 4.1 AMENDMENT TO NOMINEE AGREEMENT This AMENDMENT TO NOMINEE AGREEMENT, executed and delivered as of November 17, 2003 (this "Amendment"), by and between CENTEX CORPORATION, a Nevada corporation ("Centex"), 3333 HOLDING CORPORATION, a Nevada corporation ("Holding"), CENTEX DEVELOPMENT COMPANY, L.P., a Delaware limited partnership ("CDC"), of which 3333 Development Corporation, a Nevada corporation that is a wholly-owned subsidiary of Holding is the sole general partner, and MELLON INVESTOR SERVICES LLC, a New Jersey limited liability company as successor Nominee and Transfer Agent, f/k/a ChaseMellon Shareholder Services L.L.C. ("Mellon" or the "Nominee"); W I T N E S S E T H: WHEREAS, Centex, Holding, CDC and First RepublicBank Dallas, National Association ("First RepublicBank") entered into a Nominee Agreement as of November 30, 1987 (as amended, the "Nominee Agreement"), pursuant to which Centex effected a distribution to First RepublicBank, for the benefit of those persons who are from time to time holders of the common stock of Centex, of certain securities, as more fully described therein; and WHEREAS, in accordance with the provisions of the Nominee Agreement and a Supplement to the Nominee Agreement dated as of June 2003 (the "Supplement"), Centex appointed Mellon as successor Nominee for all purposes under the Nominee Agreement; and WHEREAS, Centex, Holding, and CDC have entered into merger agreements pursuant to which the Deposited Securities (as defined in the Nominee Agreement) will be converted into the right to receive certain cash payments without effectuation of the Detachment (as defined in the Nominee Agreement); and WHEREAS, Section 8.2 of the Nominee Agreement provides for amendments to the Nominee Agreement if in writing and executed by the parties to the Nominee Agreement; and WHEREAS, the parties hereto are executing this Amendment for the purposes of facilitating the transactions contemplated by the above-described merger agreements; NOW, THEREFORE, in consideration of the premises and the mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Centex, Holding, CDC and Mellon do hereby agree as follows: 1. Definitions. Except as expressly defined otherwise in this Amendment, capitalized terms used and otherwise defined herein shall have the respective meanings assigned to them in the Nominee Agreement, as amended by the Supplement. 2. Amendment to the Nominee Agreement. The Nominee Agreement is hereby amended as follows: (a) Section 8.3 of the Nominee Agreement is hereby amended by adding the following text at the end thereof: (e) Notwithstanding the foregoing, upon the agreement of Centex, Holding and CDC, and subject to the vote of the holders of a majority of the Stock present or represented by proxy and entitled to vote at a meeting of the Stockholders at which a quorum is present or represented, provided notice of the proposed action is contained in the notice of such meeting, this Agreement may be terminated in all respects without a Detachment or distribution of the Deposited Securities. Except as otherwise expressly contemplated or amended by this Amendment, the terms and provisions of the Nominee Agreement shall continue in full force and effect. [signatures on following page] -2- IN WITNESS WHEREOF, Centex, Holding, CDC and Mellon have duly executed this Amendment as of the day and year first set forth above. CENTEX CORPORATION By: /s/ RAYMOND G. SMERGE ------------------------------------------------ Name: Raymond G. Smerge Title: Executive Vice President 3333 HOLDING CORPORATION By: /s/ STEPHEN M. WEINBERG ------------------------------------------------ Name: Stephen M. Weinberg Title: President and Chief Executive Officer CENTEX DEVELOPMENT COMPANY, L.P. By: 3333 DEVELOPMENT CORPORATION, General Partner By: /s/ STEPHEN M. WEINBERG -------------------------------------------- Name: Stephen M. Weinberg Title: President and Chief Executive Officer MELLON INVESTOR SERVICES LLC By: /s/ DAVID M. CARY ------------------------------------------------ Name: David M. Cary Title: Vice President -3- EX-99.1 6 d10716exv99w1.htm EX-99.1 PRESS RELEASE

FOR IMMEDIATE RELEASE

For additional information, contact at 214-981-5000:
Leldon E. Echols, Executive Vice President & Chief Financial Officer
Matthew G. Moyer, Vice President – Investor Relations
Todd D. Newman, Senior Vice President – Centex Development Company, L.P.

CENTEX PROPOSES 2-FOR-1 SPLIT ON COMMON STOCK
AND A DOUBLING OF ITS ANNUAL CASH DIVIDEND

Centex Also Proposes Consolidation of
Centex Development Company, L.P. and 3333 Holding Corporation

DALLAS – Nov. 18, 2003: During its annual investor conference held today in New York, Centex Corporation (NYSE:CTX) announced that its Board of Directors has authorized a 2-for-1 split of Centex Corporation common stock in the form of a stock dividend. Centex’s annual cash dividend will remain at $.16 per share per year, effectively doubling the company’s annual dividend to its stockholders. The split and the dividend increase are subject to shareholder approval of an increase in the number of shares the company is authorized to issue, and to final approval of the stock split by the Executive Committee of the Board of Directors.

     A special shareholder meeting to approve an increase in the number of authorized common shares from 100 million shares (par value $.25 per share) to 300 million shares will be scheduled as soon as possible and is expected to occur within the next 120 days. If Centex receives the requisite votes and the Executive Committee approves the stock split, the Board of Directors will determine a record date and distribution date for the stock dividend. Upon completion of the stock split, approximately 125 million shares of Centex common stock will be outstanding.

     “The action of the Board of Directors regarding the stock split reflects confidence in Centex’s future as well as our desire to maintain the stock’s liquidity and keep shares affordable for a wide range of investors,” said Centex Chairman and CEO Larry Hirsch. He added, “The increase in the cash dividend is evidence of the financial strength of Centex and our ability to pay a larger cash dividend to our shareholders while meeting the capital needs of our rapidly growing core businesses.”

     The company also announced today that 3333 Holding Corporation (“Holding”) and Centex Development Company, L.P. (“CDC”) have entered into agreements with Centex Corporation which, if approved by the shareholders of Centex Corporation and Holding, will end the tandem trading relationship between Centex common stock and equity interests in Holding and CDC. This action will effect a consolidation of Holding and CDC as indirect, wholly owned subsidiaries of Centex Corporation. This shareholder approval will be sought at the special meeting referred to above.

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Centex Proposes 2-for-1 Common Stock Split and Doubling of Annual Cash Dividend Page 2 of 3

     Because of their beneficial ownership in Holding and CDC, the Centex Corporation shareholders who are record holders at the time the consolidation takes effect will receive aggregate cash compensation of $.02 per share, which is equivalent to 50% of last quarter’s cash dividend. Centex stockholders would continue to own indirectly the same equity value in Holding and CDC before and after consummation of the transaction. Full financial statements for CDC and Holding are included in the most recent Form 10-Q for the quarter ended September 30, 2003 and the March 31, 2003 Form 10-K, together with a pro-forma consolidation with Centex. Taking into account assets, debt and shareholders equity in Holding and CDC, as well as net earnings, the consolidation will not impact Centex’s credit ratings.

     Centex believes the consolidation of CDC and Holding (if approved by shareholders) will be beneficial because, among other considerations, it will: (i) allay confusion among investors surrounding the tandem trading relationship; (ii) eliminate the additional cost of having two public companies, Holding and CDC, without affecting the underlying businesses; and (iii) permit Fairclough Homes Group, Ltd., a UK homebuilding subsidiary of CDC, to be managed directly by Centex Homes, which is the principal home building subsidiary of Centex. Over the past year, CDC and Holding have taken advantage of strong investor demand, selling a number of their assets and land positions. Centex does not intend to allocate any new capital to CDC, as nearly all of the available capital of Centex is being allocated to its home building operation.

     As part of the transactions to eliminate the tandem trading of Holding common stock, Centex, Holding and CDC have signed and delivered two separate merger agreements and an amendment of the nominee agreement, and the shareholder warrants to acquire limited partnership interests in CDC will be eliminated. The Board of Directors of Holding formed a special committee consisting solely of independent directors to evaluate the consolidation and related transactions. In conjunction with its legal and financial advisors, the special committee reviewed the proposed transactions and then negotiated with Centex, culminating in the agreements that were reached yesterday. The special committee has received a fairness opinion on these transactions from the investment banking firm of Houlihan Lokey Howard & Zukin Financial Advisors, Inc. Certain of these transactions will require approval by the shareholders of Centex and Holding at the special meeting described above. For these reasons, there can be no assurance that consolidation, or any of the other transactions described above, will occur on the terms described above, if at all.

     Mr. Hirsch noted that, “This consolidation is consistent with other actions taken recently to align our portfolio of businesses with investor interests. These actions include the recent spin-off of Cavco Industries (NASDAQ:CVCO), a manufactured housing company, and the imminent spin-off of Centex Construction Products, Inc., a construction materials company (NYSE:CXP).” Mr. Hirsch further noted that, “All of these actions underscore Centex’s commitment to grow its home building business and other core businesses. We are focusing on the businesses we know best and which offer our shareholders the greatest opportunity for significant returns on equity and increased earnings in the future.”

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Centex Proposes 2-for-1 Common Stock Split and Doubling of Annual Cash Dividend Page 3 of 3

     Proxy statements detailing the foregoing will soon be filed with the Securities and Exchange Commission. Once the documents are cleared by the SEC, they will be mailed to Centex Corporation shareholders, who are also the beneficial owners of the Holding common stock and the stockholder warrants of CDC, for their review prior to the special meeting to be held within 120 days.

     Through its subsidiaries, Dallas-based Centex, a Fortune 250 company, ranks as one of the nation’s premier companies in the Home Building, Financial Services, Home Services and Construction Services industries.

# # #

Additional Information and Where to Find It. In connection with the stock split and the consolidation, Centex and Holding will be filing a proxy statement with the Securities and Exchange Commission. Investors and security holders are advised to read such proxy statement when it becomes available because it will contain important information. Centex, Holding, CDC and certain of their officers and directors may be deemed to be participants in the solicitation of proxies for the special meeting. Information regarding any interests that they have in the transactions will be described in the proxy statement. Investors and other security holders can obtain copies of the proxy statement free of charge when it becomes available by directing a request to Centex Corporation, Investor Relations, 2728 North Harwood, Dallas, Texas 75201 Telephone: (214-981-6901). You may also obtain free copies of the proxy statement when it becomes available by accessing the SEC’s website at http://www.sec.gov.

Forward-Looking Statements. This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the context of the statement and generally arise when Centex or Holding is discussing its beliefs, estimates or expectations. These statements are not guarantees of future performance and involve a number of risks and uncertainties. Actual results and outcomes may differ materially from what is expressed or forecast in such forward-looking statements. With respect to any discussions of the expected performance and results of operations of Centex or Holding, risks and uncertainties include the following: general economic conditions and interest rates; the cyclical and seasonal nature of Centex’s or Holding’s businesses; adverse weather; changes in property taxes and energy costs; changes in federal income tax laws and federal mortgage financial programs; governmental regulations; changes in governmental and public policy; changes in economic conditions specific to any one or more of Centex’s or Holding’s markets and businesses; competition; availability of raw materials; and unexpected operations difficulties. These and other factors are described in Centex’s and Holding’s most recent Annual Report on Form 10-K for the fiscal year ended March 31, 2003, and its quarterly reports on Form 10-Q for the quarters ended June 30 and September 30, 2003, which are filed with the Securities and Exchange Commission.

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EX-2.1

                                                                     EXHIBIT 2.1

                          AGREEMENT AND PLAN OF MERGER

                                      AMONG

                            3333 HOLDING CORPORATION,

                               CENTEX CORPORATION,

                                       AND

                             3333 ACQUISITION CORP.

                          DATED AS OF NOVEMBER 17, 2003



                                TABLE OF CONTENTS



                                                                                                      Page
                                                                                                      ----
                                                                                                   
ARTICLE I The Merger................................................................................    2

   SECTION 1.1      The Merger......................................................................    2
   SECTION 1.2      Closing.........................................................................    2
   SECTION 1.3      Effective Time..................................................................    2
   SECTION 1.4      Effects of the Merger...........................................................    2
   SECTION 1.5      Articles of Incorporation; By-laws..............................................    3
   SECTION 1.6      Directors.......................................................................    3
   SECTION 1.7      Officers........................................................................    3
   SECTION 1.8      Effect on Capital Stock.........................................................    3
   SECTION 1.9      Cancellation of Centex Warrants.................................................    4
   SECTION 1.10     Further Assistance..............................................................    4
   SECTION 1.11     Approval and Recommendation of the Board........................................    5

ARTICLE II Proxy Statement; Stockholders' Meeting...................................................    5

   SECTION 2.1      Proxy Statement.................................................................    5
   SECTION 2.2      Stockholders' Meeting...........................................................    6

ARTICLE III No Dissenters' Rights; Payment for Common Stock; Related Matters........................    7

   SECTION 3.1      No Dissenters' Rights...........................................................    7
   SECTION 3.2      Payment for Shares..............................................................    7

ARTICLE IV Representations and Warranties of the Company............................................    7

   SECTION 4.1      Corporate Existence and Power...................................................    7
   SECTION 4.2      Corporate Authorization; Approvals..............................................    8
   SECTION 4.3      Governmental Authorization......................................................    8
   SECTION 4.4      Non-Contravention...............................................................    8
   SECTION 4.5      Capitalization..................................................................    9
   SECTION 4.6      Subsidiaries....................................................................   10
   SECTION 4.7      Past SEC Documents; Undisclosed Liabilities.....................................   11
   SECTION 4.8      Disclosure Statements...........................................................   11
   SECTION 4.9      Absence of Certain Changes......................................................   11
   SECTION 4.10     Litigation......................................................................   12
   SECTION 4.11     [reserved]......................................................................   12
   SECTION 4.12     Compliance with Laws; Licenses, Permits and Registrations.......................   12
   SECTION 4.13     Contracts.......................................................................   12
   SECTION 4.14     Properties......................................................................   13
   SECTION 4.15     Required Vote; Board Approval...................................................   13
   SECTION 4.16     [reserved]......................................................................   13
   SECTION 4.17     Finders' Fees...................................................................   13
   SECTION 4.18     Opinion of the Company Financial Advisor........................................   13
   SECTION 4.19     [reserved]......................................................................   14

ARTICLE V Representations and Warranties of Centex and Acquirer.....................................   14

   SECTION 5.1      Corporate Existence and Power...................................................   14
   SECTION 5.2      Corporate Authorization; Approvals..............................................   14
   SECTION 5.3      Governmental Authorization......................................................   14
   SECTION 5.4      Non-Contravention...............................................................   15
   SECTION 5.5      Information in Securities Filings...............................................   15
   SECTION 5.6      Finders' Fees...................................................................   15

ARTICLE VI Covenants................................................................................   15

   SECTION 6.1      Conduct of Business of the Company..............................................   15


                                        i


                                                                                                   
   SECTION 6.2      Indemnification and Insurance...................................................   16
   SECTION 6.3      Other Proposals.................................................................   17
   SECTION 6.4      Public Announcements............................................................   19

ARTICLE VII Conditions to Consummation of the Merger................................................   20

   SECTION 7.1      Conditions to Each Party's Obligation...........................................   20
   SECTION 7.2      Conditions to Acquirer's and Centex's Obligation................................   20
   SECTION 7.3      Conditions to the Company's Obligation..........................................   21

ARTICLE VIII Termination; Amendment; Waiver.........................................................   21

   SECTION 8.1      Termination.....................................................................   21
   SECTION 8.2      Effect of Termination...........................................................   22
   SECTION 8.3      Amendment.......................................................................   23
   SECTION 8.4      Extension; Waiver...............................................................   23

ARTICLE IX Miscellaneous............................................................................   23

   SECTION 9.1      Nonsurvival of Representations, Warranties and Agreements.......................   23
   SECTION 9.2      Entire Agreement; Assignment....................................................   23
   SECTION 9.3      Validity........................................................................   24
   SECTION 9.4      Notices.........................................................................   24
   SECTION 9.5      Defined Terms...................................................................   25
   SECTION 9.6      Governing Law...................................................................   26
   SECTION 9.7      Descriptive Headings............................................................   26
   SECTION 9.8      Parties in Interest.............................................................   26
   SECTION 9.9      Counterparts....................................................................   27
   SECTION 9.10     Expenses........................................................................   27
   SECTION 9.11     Specific Performance............................................................   27



                                       ii


                          AGREEMENT AND PLAN OF MERGER

         This AGREEMENT AND PLAN OF MERGER, dated as of November 17, 2003 (this
"AGREEMENT"), is entered into by and among 3333 HOLDING CORPORATION, a Nevada
corporation (the "COMPANY"), CENTEX CORPORATION, a Nevada corporation
("CENTEX"), and 3333 ACQUISITION CORP., a Nevada corporation and a wholly-owned
subsidiary of Centex ("ACQUIRER").

                                 R E C I T A L S

         A.       The holders of Centex common stock, par value $.25 per share
(the "CENTEX COMMON STOCK"), collectively (i) through their ownership of Centex
Common Stock, beneficially own all of the issued and outstanding shares of
common stock, par value $.01 per share, of Acquirer, and (ii) through a nominee
arrangement with Mellon Investor Services LLC ("NOMINEE"), beneficially own all
of the shares of common stock, par value $.01 per share ("COMMON STOCK"), of the
Company.

         B.       Centex and the Company desire that Acquirer be merged with and
into the Company (the "MERGER"), upon the terms and subject to the conditions
set forth in this Agreement and in accordance with the applicable provisions of
the Nevada Revised Statutes, as amended (the "NRS"), pursuant to which the
Common Stock will be canceled and the beneficial interest in the Common Stock
will be converted into the right to receive the Merger Consideration (as defined
in Section 1.8(d) below).

         C.       A special committee of the Board of Directors of the Company
(the "SPECIAL COMMITTEE") and the Board of Directors of the Company have
received the opinion of Houlihan Lokey Howard & Zukin Financial Advisors, Inc.
(the "COMPANY FINANCIAL ADVISOR"), dated as of November 17, 2003 (the "FAIRNESS
OPINION") to the effect that, based on, and subject to, the various assumptions
and qualifications set forth therein, as of the date of such opinion, the
Transaction (as defined in Schedule 1), including the Merger Consideration (as
defined in Section 1.8(d) below) to be received by the Company's stockholders
pursuant to the Merger, is fair from a financial point of view to such holders.

         D.       The Special Committee has, based in part on the determination
of the Company Financial Advisor, approved this Agreement, determined and
declared that this Agreement, the Merger and the transactions contemplated
hereby are fair to, advisable, and in the best interests of, the Company's
stockholders and has recommended approval of the Merger and adoption of the
Agreement by the Board of Directors and the stockholders of the Company.

         E.       The Board of Directors of the Company has, based in part on
the determination of the Special Committee, (i) determined and declared that
this Agreement, the Merger and the transactions contemplated hereby are fair to,
advisable and in the best interests of, the Company and its stockholders, (ii)
approved this Agreement and, subject to obtaining the approval of the
stockholders of the Company as required under applicable law, the Merger, and
(iii) has determined to submit this Agreement to the stockholders of the Company
for approval.

         F.       The affirmative vote of the holders of a majority of the
beneficial interest in the shares of Common Stock outstanding and entitled to
vote at the Stockholders' Meeting (as defined in Section 2.2 below) is required
to adopt this Agreement for the Merger.

                                       1


         G.       The Board of Directors of the Company has directed that this
Agreement be submitted to the stockholders of the Company at the Stockholders'
Meeting (as defined in Section 2.2 below).

         H.       The Board of Directors of Acquirer has (i) determined that
this Agreement and the Merger are fair to and in the best interests of Acquirer
and its sole stockholder, and (ii) approved this Agreement and adopted the
Merger as set forth herein.

         I.       The sole stockholder of Acquirer has approved this Agreement
and the Merger by written consent of such sole stockholder.

         J.       Centex, Acquirer and the Company desire to make certain
representations, warranties, covenants and agreements in connection with the
Merger and also to prescribe various conditions to the Merger.

         NOW, THEREFORE, in consideration of the respective covenants and
promises contained herein and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties hereto agree
as follows:

                                    ARTICLE I
                                   THE MERGER

         SECTION 1.1 The Merger. Upon the terms and subject to the conditions
hereof, and in accordance with the applicable provisions of the NRS, Acquirer
shall be merged with and into the Company. The Company shall continue as the
surviving corporation (the "SURVIVING CORPORATION") in the Merger and the
separate corporate existence of Acquirer shall cease (Acquirer and the Company
are sometimes referred to herein as the "CONSTITUENT CORPORATIONS").

         SECTION 1.2 Closing. Unless this Agreement has been terminated and the
transactions herein contemplated have been abandoned pursuant to Article VIII,
and subject to the satisfaction or waiver of the conditions set forth in Article
VII, the closing of the Merger (the "CLOSING") will take place at 12:00 p.m. on
the first business day after satisfaction or waiver of the conditions set forth
in Article VII (the "CLOSING DATE"), at the offices of Thompson & Knight LLP,
1700 Pacific Ave., Suite 3300, Dallas, Texas, unless another date, time or place
is agreed to by the parties hereto, but in no event later than March 31, 2004.

         SECTION 1.3 Effective Time. On the Closing Date, the Surviving
Corporation shall file articles of merger (the "ARTICLES OF MERGER") executed in
accordance with the NRS, with the Secretary of State of the State of Nevada (the
"SECRETARY"), and the Merger shall become effective at 8:59 p.m. Pacific Time
on the date the Articles of Merger are accepted for filing by the Secretary or
at such other time as is specified in the Articles of Merger to which Acquirer
and the Company shall have agreed (the time the Merger becomes effective being
the "EFFECTIVE TIME").

         SECTION 1.4 Effects of the Merger. The Merger shall have the effects
set forth in the Section 92A.250 of the NRS and all other effects specified in
the applicable provisions of the NRS, including, without limitation, that at the
Effective Time, all the properties, rights, privileges, powers and franchises of
the Company and Acquirer shall vest in the Surviving

                                       2

Corporation, and all debts, liabilities and duties of the Company and Acquirer
shall become the debts, liabilities and duties of the Surviving Corporation.

         SECTION 1.5 Articles of Incorporation; By-laws.

         (a) The articles of incorporation of Acquirer, as in effect immediately
prior to the Effective Time, shall become the articles of incorporation of the
Surviving Corporation, except that the name of the Surviving Corporation shall
remain the name of the Company and, as so amended, until thereafter further
amended as provided therein and under the NRS, it shall be the articles of
incorporation of the Surviving Corporation following the Merger.

         (b) The by-laws of Acquirer as in effect at the Effective Time shall be
the by-laws of Surviving Corporation following the Merger until thereafter
changed or amended as provided therein and under the NRS.

         SECTION 1.6 Directors. At the Effective Time, each of the directors of
the Company shall resign from their respective positions on the Boards of
Directors of the Company and any of its Subsidiaries. The directors of Acquirer
immediately prior to the Effective Time shall be the directors of the Surviving
Corporation, until the earlier of their resignation or removal or until their
respective successors are duly elected and qualified as the case may be.

         A "SUBSIDIARY" of any person means another person if the first person
or a subsidiary thereof owns an amount of the voting securities, other voting
ownership or voting partnership interests which is sufficient to elect at least
a majority of its Board of Directors (or other governing body) of such person
or, if there are no such voting interests, if the first person or a subsidiary
thereof owns 50% or more of the equity interests of such person. Notwithstanding
anything in this Agreement to the contrary, any representation or warranty of
the Company with respect to Centex Development Company UK Limited and its
Subsidiaries (which Centex acknowledges are managed by Centex Homes, an
affiliate of Centex, pursuant to a Management Agreement dated as of April 1,
2001 between CDC (as defined in Section 1.8(b)) and Centex Homes) is limited to
the Knowledge of the Company.

         As used in this Agreement, the term "KNOWLEDGE" when referring to the
Company or any Subsidiary of the Company means the actual knowledge of the
Company's current officers and directors without the conduct by any such person
of any independent investigation.

         SECTION 1.7 Officers. The officers of the Company immediately prior to
the Effective Time shall be the officers of the Surviving Corporation, all such
officers to hold office from the Effective Time until the earlier of their
resignation or removal or until their respective successors are duly elected and
qualified as the case may be.

         SECTION 1.8 Effect on Capital Stock. As of the Effective Time, by
virtue of the Merger and without any action on the part of Acquirer, the
Company, the Surviving Corporation or the holder of any shares of the Common
Stock or any shares of capital stock of Acquirer:

         (a) Capital Stock of Acquirer. Each share of common stock of Acquirer
issued and outstanding immediately prior to the Effective Time shall be
converted into one fully paid and nonassessable share of the common stock, par
value $.01 per share, of the Surviving Corporation.

                                       3


         (b) Termination of Nominee Agreement. Pursuant to Section 8.3 of the
Nominee Agreement dated November 30, 1987 by and between Centex, the Company,
Centex Development Company, L.P. ("CDC") and First RepublicBank Dallas, National
Association, as initial Nominee, as amended by the contemplated amendment (the
"NOMINEE AGREEMENT"), subject to and upon the approval by the stockholders of
Centex, which approval will be sought at the Stockholders' Meeting (as defined
in Section 2.2 below), and the consummation of the Merger and the CDC Merger (as
defined in Section 7.1(c) below), the Nominee Agreement will be terminated and
canceled in all respects without effectuation of the Detachment (as defined in
the Nominee Agreement) of the Deposited Securities (as defined in the Nominee
Agreement).

         (c) Cancellation of Company Treasury Stock. Each share of the Common
Stock that is owned by the Company or by any Subsidiary of the Company, if any,
shall automatically be canceled and retired and shall cease to exist, and no
consideration shall be delivered or deliverable in exchange therefor.

         (d) Conversion of Common Stock. Each share of Common Stock issued and
outstanding immediately prior to the Effective Time, other than shares to be
canceled in accordance with Section 1.8(c), shall, by virtue of the Merger and
without any action on the part of the Nominee or the beneficial holders thereof,
be converted into the right to receive from the Surviving Corporation, and
Centex shall cause the Surviving Corporation to pay pursuant to this Agreement,
without interest, consideration equal to an amount that provides to each holder
of a beneficial interest in the Common Stock $.01 in cash per share of Centex
Common Stock held by such holder at the Effective Time (the "MERGER
CONSIDERATION"), less any required tax withholding. At the Effective Time, all
such shares of the Common Stock shall no longer be outstanding and shall
automatically be canceled and retired and shall cease to exist, and each
beneficial owner of a certificate representing any such shares of the Common
Stock, held by the Nominee on behalf of such beneficial owners, shall, to the
extent such certificate represents such shares, cease to have any rights with
respect thereto, except the right to receive the Merger Consideration applicable
thereto, without interest, in accordance with Section 3.2.

         As used in this Agreement the term "MERGER CONSIDERATION" shall mean
the per share amount in reference to the consideration designated on a per share
basis and, as the context otherwise requires, shall refer to the aggregate
consideration represented by the per share amount multiplied by the total number
of shares of Centex Common Stock then outstanding.

         SECTION 1.9 Cancellation of Centex Warrants. At the Effective Time,
the outstanding warrants to purchase 100 shares of Common Stock owned by Centex
(subject to adjustment) at an exercise price of $800 per share (subject to
adjustment) ("CENTEX WARRANTS"), shall automatically be canceled and retired and
shall cease to exist, and no consideration shall be delivered or deliverable in
exchange therefor.

         SECTION 1.10 Further Assistance. If at any time after the Effective
Time, the Surviving Corporation shall consider or be advised that any deeds,
bills of sale, assignments or assurances or any other acts or things are
necessary, desirable or proper (i) to vest, perfect or confirm, of record or
otherwise, in the Surviving Corporation its right, title or interest in, to or
under any of the rights, properties or assets of the Constituent Corporations
acquired or to be acquired as a result of the Merger or (ii) otherwise to carry
out the purposes of this Agreement, the Surviving Corporation and its proper
officers and directors or their designees are authorized to execute and deliver,
in the name and on behalf of the Constituent Corporations, all such deeds,

                                       4


bills of sale, assignments and assurances and do, in the name and on behalf of
the Constituent Corporations, all such other acts and things necessary,
desirable or proper to vest, perfect or confirm its right, title or interest in,
to or under any of the rights, properties or assets of the Constituent
Corporations acquired or to be acquired as a result of the Merger and otherwise
to carry out the purpose of this Agreement.

         SECTION 1.11 Approval and Recommendation of the Board. The Company
hereby approves of and consents to the Merger and represents that the Board of
Directors of the Company (hereafter, the "COMPANY BOARD"), at a meeting duly
called and held on November 17, 2003, with Stephen M. Weinberg abstaining
because of his joint current employment relationship with Centex Service
Company, a wholly owned subsidiary of Centex, adopted resolutions, in accordance
with the recommendation of the Special Committee, (i) determining that this
Agreement and the transactions contemplated hereby, including the Merger, are
fair to, and in the best interests of, the Company and its stockholders, (ii)
approving, adopting and declaring advisable this Agreement and the transactions
contemplated hereby and (iii) recommending that the stockholders of the Company
vote in favor of the Merger, subject to the Company Board's right to withdraw,
modify or amend such recommendation if the Company Board or Special Committee
determines in good faith, after receipt of the advice of its outside counsel,
that such action is necessary for the Company Board to comply with its fiduciary
duties under applicable law. The Company agrees to execute an amendment to the
Nominee Agreement, in the form previously provided, that will allow, subject to
the affirmative vote of the stockholders of Centex, which approval will be
sought at the Stockholders' Meeting (as defined in Section 2.2 below), for the
termination of the Nominee Agreement in all respects without effectuation of a
Detachment (as defined in the Nominee Agreement) or distribution of the
Deposited Securities (as defined in the Nominee Agreement). The Company
Financial Advisor has delivered to the Special Committee its Fairness Opinion to
the effect that, as of the date of such opinion, the Transaction, including the
Merger Consideration, is fair to the Company's stockholders from a financial
point of view.

                                   ARTICLE II
                     PROXY STATEMENT; STOCKHOLDERS' MEETING

         SECTION 2.1 Proxy Statement.

         (a) As promptly as practicable after the execution of this Agreement,
the Company and Centex shall cooperate (with the cooperation of the Acquirer as
needed) and promptly prepare and file with the Securities and Exchange
Commission ("SEC") a joint proxy statement relating to the meetings of the
Company's and Centex's stockholders to be jointly held where (a) the Centex
Stockholders will be asked to (1) approve an amendment to the Restated Articles
of Incorporation of Centex to increase the authorized shares of Centex Common
Stock, and (2) approve the termination of the Nominee Agreement in order to
facilitate the Transaction, and (b) the Company Stockholders will be asked to
approve the Transaction, including the Merger and this Agreement (collectively,
together with any amendments thereof or supplements thereto, the "PROXY
STATEMENT"), with respect to the Merger and any other filings made by or
required to be made by the Company or Centex with the SEC other than the Proxy
Statement (the "OTHER FILINGS"), if any. The respective parties shall cause the
Proxy Statement and any Other Filings to comply as to form in all material
respects with the applicable provisions of the Securities Exchange Act of 1934,
as amended, and the rules and regulations promulgated thereunder (the "EXCHANGE
ACT"), including Regulation 14A, and any other applicable laws. The respective

                                       5


parties, after consultation with the other, will use all reasonable efforts to
respond to any comments made by the SEC with respect to the Proxy Statement and
any Other Filings. Each of Centex, Acquirer and the Company shall furnish to
each other all information concerning it and the holders of its capital stock as
the other may reasonably request in connection with such actions and the
preparation of the Proxy Statement and any Other Filings.

         As promptly as practicable after the clearance of the Proxy Statement
by the SEC, the Company and Centex shall mail the Proxy Statement to their
stockholders (or, if the SEC chooses not to review the Proxy Statement, within
20 days after the date that the SEC notifies the Company and Centex that it will
not review the Proxy Statement, unless otherwise agreed by the Company and
Centex). The Proxy Statement shall include the recommendation of the Company
Board that adoption of the Merger Agreement by the Company's stockholders is
advisable and that the Company Board has determined that the Merger is fair to,
and in the best interests of, the Company's stockholders, subject to the Company
Board's right to withdraw, modify or amend such recommendation if the Company
Board or Special Committee determines in good faith, after receipt of the advice
of its outside counsel and the Company Financial Advisor, that such action is
necessary for the Company Board to comply with its fiduciary duties under
applicable law.

         No amendment or supplement to the Proxy Statement or any Other Filings
will be made by the Company without the prior approval of Centex, which approval
shall not be unreasonably withheld, delayed or conditioned. The Company will
advise Centex or Acquirer, promptly after it receives notice thereof, of any
request by the SEC for amendment of the Proxy Statement or any Other Filings or
comments thereon and responses thereto or requests by the SEC for additional
information.

         (b) Each of the parties agrees to use its reasonable best efforts to
cooperate and to provide each other with such information as any of such parties
may reasonably request in connection with the preparation of the Proxy Statement
and the Other Filings. Each party agrees promptly to supplement, update and
correct any information provided by it for use in the Proxy Statement and the
Other Filings to the extent that it is or shall have become incomplete, false or
misleading. If at any time prior to the Effective Time, any event or
circumstance relating to Centex or Acquirer or their respective officers and
directors, should be discovered by Centex which should be set forth in an
amendment to the Proxy Statement or Other Filings, Centex shall promptly inform
the Company. If at any time prior to the Effective Time, any event or
circumstance relating to the Company, or its officers or directors, should be
discovered by the Company which should be set forth in an amendment or a
supplement to the Proxy Statement or any Other Filing, the Company shall
promptly inform Centex.

         SECTION 2.2 Stockholders' Meeting. Subject to Section 6.3 of this
Agreement, and in accordance with the Company's and Centex's respective articles
of incorporation and by-laws, the Company and Centex shall call and hold a joint
meeting of their stockholders (the "STOCKHOLDERS' MEETING") as promptly as
practicable for the purpose of (a) the Centex Stockholders voting to approve (1)
an amendment to the Restated Articles of Incorporation of Centex to increase the
authorized shares of Centex Common Stock, and (2) the termination of the Nominee
Agreement in order to facilitate the series of transactions that includes the
Merger, and (b) the Company Stockholders voting to approve the Merger and this
Agreement. Subject to Section 6.3 of this Agreement, the Company and Centex
shall use their reasonable best efforts to

                                       6


hold the Stockholders' Meeting as promptly as practicable after the date on
which the Proxy Statement is cleared by the SEC.

                                   ARTICLE III
        NO DISSENTERS' RIGHTS; PAYMENT FOR COMMON STOCK; RELATED MATTERS

         SECTION 3.1 No Dissenters' Rights. Pursuant to the provisions of NRS
Section 92A.390, the holders of Common Stock shall not have any dissenters'
rights or rights of appraisal as a result of the Merger and shall be entitled to
receive only the Merger Consideration.

         SECTION 3.2 Payment for Shares.

         (a) Prior to the Effective Time, Centex will engage a paying agent (the
"PAYING AGENT") for the payment of the Merger Consideration upon consummation of
the Merger. Promptly following the Effective Time, Centex shall cause the
Surviving Corporation to provide to the Paying Agent cash in an amount
sufficient to pay the Merger Consideration pursuant to Section 1.8. All of the
fees and expenses of the Paying Agent shall be borne by the Surviving
Corporation.

         (b) As soon as practicable after the Effective Time, the Paying Agent
shall cause to be delivered to each beneficial holder of Common Stock (as
determined by such holder's status as a record holder of Centex Common Stock)
immediately prior to the Effective Time a check in the amount to which such
holder is entitled, after giving effect to any required tax withholdings.

         (c) No payment of Merger Consideration can be paid to an owner of
Common Stock which is not registered in the transfer records of the Company,
unless such holder notifies Centex in writing as specified in the Proxy
Statement prior to the Effective Time and such notice is accompanied by all
documents required by the Company and the transfer agent, as the case may be, to
evidence and effect a transfer of ownership in the transfer records of the
Company prior to the Effective Time.

         (d) From and after the Effective Time there shall be no transfers on
the stock transfer books of the Surviving Corporation of the shares of Common
Stock that were outstanding immediately prior to the Effective Time.

         (e) The Merger Consideration paid in accordance with the terms of this
Article III shall be deemed to have been paid and issued in full satisfaction of
all rights pertaining to the shares of Common Stock.

                                   ARTICLE IV
                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

         The Company represents and warrants to Centex and Acquirer as follows:

         SECTION 4.1 Corporate Existence and Power. The Company is a corporation
duly incorporated, validly existing and in good standing under the laws of the
State of Nevada, and has corporate power to carry on its business as presently
conducted. The Company is duly qualified to do business as a foreign corporation
and is in good standing in each jurisdiction where the character of the property
owned or leased by it or the nature of its activities makes

                                       7


such qualification necessary, except where the failure to be so qualified or in
good standing, individually or in the aggregate, would not have a Company
Material Adverse Effect.

         As used herein, the term "COMPANY MATERIAL ADVERSE EFFECT" shall mean
any adverse change, effect, event, occurrence or state of facts (a) affecting
the financial condition, business, assets, properties, operations or results of
operations of the Company or any of its Subsidiaries which is material to the
Company and its Subsidiaries, taken as a whole, or (b) which would prevent or
materially impair the Company from consummating the Merger, which has occurred
or would reasonably be expected to occur as a result of any such change, effect,
event, occurrence or state of facts.

         SECTION 4.2 Corporate Authorization; Approvals. The Company has the
requisite corporate power and authority to execute and deliver this Agreement
and, subject to the Company Stockholder Approval (as defined in Section 4.15
below) of this Agreement, as required by applicable law, to consummate the
Merger. The execution, delivery and performance of this Agreement by the Company
and the consummation by the Company of the Merger have been duly authorized by
all necessary corporate action on the part of the Company, and, except for the
Company Stockholder Approval, no other corporate action on the part of the
Company is necessary to authorize the consummation of the Merger. This Agreement
has been duly executed and delivered by the Company and, assuming that this
Agreement constitutes a valid and binding obligation of Centex and Acquirer,
this Agreement constitutes a valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms, except to the
extent that its enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other laws affecting the enforcement
of creditors' rights generally or by general equitable or fiduciary principles.

         SECTION 4.3 Governmental Authorization. To the Knowledge of the
Company, the execution, delivery and performance by the Company of this
Agreement and the consummation by the Company of the Merger require no action by
or in respect of, or filing with, any federal, state or local governmental
authority, or any court, administrative or regulatory agency or commission or
other governmental authority or agency, (each, a "GOVERNMENTAL ENTITY"), other
than, if any, (a) the filing of (i) the Articles of Merger in accordance with
the NRS and (ii) appropriate documents with the relevant authorities of other
states or jurisdictions in which the Company or any of its Subsidiaries is
qualified to do business; (b) compliance with any applicable requirements of the
New York Stock Exchange ("NYSE"); (c) compliance with any applicable
requirements of the London Stock Exchange ("LSE"); (d) compliance with any
applicable requirements of the Securities Act of 1933, as amended, and the rules
and regulations promulgated thereunder (the "SECURITIES ACT"), and the Exchange
Act; (e) such as may be required under any applicable state securities or blue
sky laws or state takeover laws; and (f) such other consents, approvals,
actions, orders, authorizations, registrations, declarations and filings which,
if not obtained or made, would not, individually or in the aggregate, have a
Company Material Adverse Effect (the filings and authorizations referred to in
clauses (a) through (f) being referred to collectively as the "COMPANY REQUIRED
GOVERNMENTAL CONSENTS").

         SECTION 4.4 Non-Contravention. The execution, delivery and performance
by the Company of this Agreement and the consummation by the Company of the
Merger do not and will not (a) contravene or conflict with the Company's
articles of incorporation, by-laws, (b) assuming that all of the Company
Required Governmental Consents are obtained, contravene

                                       8


or conflict with or constitute a violation of any provision of any law,
regulation, judgment, injunction, order or decree binding upon or applicable to
the Company, (c) to the Knowledge of the Company, constitute a default under or
give rise to a right of termination, cancellation or acceleration (with or
without due notice or lapse of time or both) of any right or obligation of the
Company or to a loss of any benefit or status to which the Company is entitled
under any provision of any contract or other instrument binding upon the Company
(other than any note, mortgage, indenture or loan agreement or similar
instrument made or given by the Company or its Subsidiaries) or any license,
franchise, permit or other similar authorization held by the Company or (d) to
the Knowledge of the Company, result in the creation or imposition of any Lien
(as defined below) on any asset of the Company, other than, in the case of each
of (b), (c) and (d), any such items that would not, individually or in the
aggregate, have a Company Material Adverse Effect.

         As used in this Agreement, "LIEN" means any mortgage, lien, pledge,
charge, claim, security interest or encumbrance of any kind; provided, however,
that the term "LIEN" shall not include (i) liens for water and sewer charges and
current taxes, assessments and other governmental levies, fees or charges not
yet due and payable or being contested in good faith, (ii) landlords',
mechanics', carriers', workers', repairers', materialmen's, warehousemen's and
similar liens, (iii) purchase money liens and liens securing rental payments
under capital lease arrangements and (iv) liens or imperfections on property
which do not materially detract from the value or the existing use of the
property affected by such lien or imperfection.

         SECTION 4.5 Capitalization.

         (a) The authorized capital stock of the Company consists of 50,000,000
shares of Common Stock, par value $.01 per share, and no shares of preferred
stock. There were, as of the close of business on the date hereof, (i) 1,000
shares of Common Stock issued and outstanding and held by the Nominee for the
benefit of the Company's stockholders, and (ii) no shares of Common Stock held
in the treasury of the Company. As of the date hereof, there were 100 shares of
Common Stock reserved for issuance upon exercise of outstanding Centex Warrants.
Except for the Centex Warrants and as described in the preceding sentence, all
outstanding shares of the capital stock of the Company are duly authorized,
validly issued, fully paid and non-assessable and not subject to or issued in
violation of any purchase option, call option, right of first refusal,
preemptive right, subscription right or any similar right under any provision of
the NRS, the Company's articles of incorporation, the Company's by-laws or any
contract to which the Company is a party or otherwise bound.

         (b) As of the date hereof, except for the Centex Warrants and as
described in Section 4.5(a) herein, there are no outstanding (i) shares of
capital stock or other voting securities of the Company, (ii) securities of the
Company convertible into or exchangeable for shares of capital stock or voting
securities of the Company or (iii) options or other rights to acquire from the
Company, or obligations of the Company to issue, any capital stock, voting
securities or securities convertible into or exchangeable for capital stock or
voting securities of the Company. There are no outstanding obligations of the
Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire
any Common Stock or other capital stock of the Company or any of its
Subsidiaries or to provide funds to make any investment (in the form of a loan,
capital contribution or otherwise) in any Subsidiary of the Company or other
entity, other than loans to Subsidiaries in the ordinary course of business.

                                       9


         SECTION 4.6 Subsidiaries.

         (a) Each Subsidiary of the Company is an entity duly organized, validly
existing and in good standing under the laws of its state or country of
organization, and has all powers required to carry on its business as now
conducted, except where the failure to be so organized or in such existence or
standing or have such powers, individually or in the aggregate, would not have a
Company Material Adverse Effect. Each Subsidiary of the Company is duly
qualified to do business as a foreign entity and is in good standing in each
jurisdiction where the character of the property owned or leased by it or the
nature of its activities makes such qualification necessary, except where the
failure to be so qualified, individually or in the aggregate, would not have a
Company Material Adverse Effect.

         (b) All of the outstanding shares of capital stock of, or other
ownership interest in, each Subsidiary of the Company, have been duly authorized
and validly issued and all of the outstanding shares of capital stock of each
Subsidiary that is a corporation are fully paid and nonassessable. All of the
outstanding capital stock or other ownership interest which is owned, directly
or indirectly, by the Company in each of its Subsidiaries is owned free and
clear of any Lien and, with respect to corporate Subsidiaries, free of any other
limitation or restriction, including any limitation or restriction on the right
to vote, sell or otherwise dispose of such capital stock or other ownership
interest (other than any of such under the Securities Act or any state or
foreign securities laws) (provided that restrictions on these rights with
respect to non-corporate subsidiaries would not have a Company Material Adverse
Effect). Except for the Centex Warrants and as described in Section 4.5(a)
herein, there are no outstanding (i) securities of the Company or any of its
Subsidiaries convertible into or exchangeable or exercisable for shares of
capital stock or other voting securities or ownership interests in any
Subsidiary of the Company, (ii) options, warrants or other rights to acquire
from the Company or any of its Subsidiaries, or obligations of the Company or
any of its Subsidiaries to issue, any capital stock, voting securities or other
ownership interests in, or any securities convertible into or exchangeable or
exercisable for any capital stock, voting securities or ownership interests in,
any Subsidiary of the Company, or (iii) obligations of the Company or any of its
Subsidiaries to repurchase, redeem or otherwise acquire any outstanding
securities of any Subsidiary of the Company or any capital stock of, or other
ownership interests in, any Subsidiary of the Company. There are no other
persons in which the Company owns, of record or beneficially, any direct or
indirect equity or similar interest or any right (contingent or otherwise) to
acquire the same.

         (c) The execution, delivery and performance by the Company of this
Agreement and the consummation by the Company of the Merger do not and will not
(a) contravene or conflict with any Subsidiary of the Company's articles of
incorporation, by-laws or similar governing document, (b) assuming that all of
the Company Required Governmental Consents are obtained, contravene or conflict
with or constitute a violation of any provision of any law, regulation,
judgment, injunction, order or decree binding upon or applicable to any
Subsidiary of the Company, (c) to the Knowledge of the Company, constitute a
default under or give rise to a right of termination, cancellation or
acceleration (with or without due notice or lapse of time or both) of any right
or obligation of any Subsidiary of the Company or to a loss of any benefit or
status to which any Subsidiary of the Company is entitled under any provision of
any contract or other instrument binding upon any Subsidiary of the Company
(other than any note, mortgage, indenture or loan agreement or similar
instrument given by the Company or its Subsidiaries) or

                                       10


any license, franchise, permit or other similar authorization held by any
Subsidiary of the Company or (d) to the Knowledge of the Company, result in the
creation or imposition of any Lien on any asset of any Subsidiary of the
Company, other than, in the case of each of (b), (c) and (d), any such items
that would not, individually or in the aggregate, have a Company Material
Adverse Effect.

         SECTION 4.7 Past SEC Documents; Undisclosed Liabilities. The Company
has filed, in a timely manner, all reports, filings, registration statements and
other documents required to be filed by it with the SEC after January 1, 2000
and prior to the date of this Agreement (collectively, the "PAST SEC
DOCUMENTS"). As of its respective filing date or as amended or supplemented
prior to the date hereof, each Past SEC Document, to the Knowledge of the
Company, complied as to form in all material respects with the applicable
requirements of the Securities Act and/or the Exchange Act, as the case may be
and did not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary in order to make the
statements made therein, in light of the circumstances under which they were
made, not misleading. The consolidated financial statements of the Company
included in the Past SEC Documents, to the Knowledge of the Company, comply as
to form in all material respects with applicable accounting requirements and the
published rules and regulations of the SEC with respect thereto, have been
prepared in accordance with generally accepted accounting principles ("GAAP")
(except, in the case of unaudited statements, as permitted by Form 10-Q of the
SEC) applied on a consistent basis during the periods involved (except as may be
indicated in the notes thereto) and fairly present the consolidated financial
position of the Company and its consolidated Subsidiaries as of the dates
thereof and the consolidated results of their operations and cash flows for the
periods then ended (subject, in the case of unaudited statements, to normal
year-end audit adjustments). Except as set forth in the Past SEC Documents filed
and publicly available prior to the date hereof, to the Knowledge of the
Company, neither the Company nor any of its Subsidiaries has any liabilities or
obligations of any nature (whether accrued, absolute, contingent or otherwise)
required by GAAP to be set forth on a consolidated balance sheet of the Company
and its consolidated Subsidiaries or in the notes thereto and that, individually
or in the aggregate, could reasonably be expected to have a Company Material
Adverse Effect.

         SECTION 4.8 Disclosure Statements. (a) None of the information provided
by the Company for inclusion in the Proxy Statement, as supplemented or amended,
if applicable, at the time such Proxy Statement or any amendment or supplement
thereto is first mailed to stockholders of the Company, at the time such
stockholders vote on adoption of this Agreement and approval of the Merger and
at the Effective Time and (b) none of the information provided by the Company
for inclusion in any Other Filings or any supplement or amendment thereto, at
the time of the filing thereof and at the time of any distribution or
dissemination thereof, in each case, will, to the Knowledge of the Company,
contain any untrue statement of a material fact or omit to state any material
fact necessary in order to make the statements made therein, in the light of the
circumstances under which they are made, not misleading.

         SECTION 4.9 Absence of Certain Changes. Since June 30, 2003, except as
otherwise expressly contemplated by this Agreement as disclosed or provided for
in the Past SEC Documents, to the Knowledge of the Company, the Company and its
Subsidiaries have conducted their business in the ordinary course consistent
with past practice and there has not been any damage, destruction or other
casualty loss (whether or not covered by insurance) or any

                                       11


action, event, occurrence, development or state of circumstances or facts that,
individually or in the aggregate, would have a Company Material Adverse Effect.
Since June 30, 2003, to the Company's Knowledge, neither the Company nor any of
its Subsidiaries has taken any action other than in the ordinary course of
business which, if taken after the date hereof, would constitute a breach of any
provision set forth in Section 6.1 hereof, except as disclosed or provided for
in the Past SEC Documents.

         SECTION 4.10 Litigation. As of the date of this Agreement except as
disclosed or provided for in the Past SEC Documents, (a) to the Knowledge of the
Company, there are no pending or threatened actions, suits, claims, litigation
or other governmental or judicial proceedings or investigations or arbitrations
("PROCEEDINGS") against the Company, its Subsidiaries or any of their respective
properties, assets or businesses, or, to the Knowledge of the Company, any of
the Company's or any of its Subsidiary's current or former directors or officers
(in their capacity as such) or any other person whom the Company or any
Subsidiary has agreed to indemnify (that would give rise to the obligation of
the Company to indemnify such person); and (b) to the Knowledge of the Company,
there are no outstanding orders, judgments, injunctions, awards or decrees of
any Governmental Entity ("ORDERS") against the Company, its Subsidiaries, any of
their respective properties, assets or businesses, or, to the Knowledge of the
Company, any of the Company's or its Subsidiaries' current or former directors
(in their capacity as such) or officers or any other person whom the Company or
any Subsidiary has agreed to indemnify (that would give rise to the obligation
of the Company to indemnify such person), except where such Proceedings or
Orders, individually or in the aggregate, would not have a Company Material
Adverse Effect.

         SECTION 4.11 [reserved].

         SECTION 4.12 Compliance with Laws; Licenses, Permits and Registrations.

         (a) To the Knowledge of the Company, neither the Company nor any of its
Subsidiaries is in violation of, or has violated, any applicable provisions of
any laws, statutes, ordinances, regulations, judgments, injunctions, orders or
consent decrees (including, without limitation, any laws, statutes, ordinances,
regulations, judgments, injunctions, orders or consent decrees relating to
pollution, protection of human health, safety or the environment (collectively,
"ENVIRONMENTAL LAWS")), except for any such violations which, individually or in
the aggregate, would not have a Company Material Adverse Effect.

         (b) To the Knowledge of the Company, each of the Company and its
Subsidiaries has all permits, licenses, approvals, authorizations of and
registrations with and under all federal, state, local and foreign laws
(including, without limitation, under any Environmental Law), and from all
Governmental Entities required by the Company and its Subsidiaries to carry on
their respective businesses as currently conducted, except where the failure to
have any such permits, licenses, approvals, authorizations or registrations,
individually or in the aggregate, would not have a Company Material Adverse
Effect.

         SECTION 4.13 Contracts. Each material lease, license, contract,
agreement or other similar obligation to which the Company or any of its
Subsidiaries is a party or by which any of them or any of their properties may
be bound, to the Knowledge of the Company, is valid, binding and enforceable and
in full force and effect with respect to the Company or its Subsidiaries and, to
the Knowledge of the Company, with respect to the other parties thereto,

                                       12


except where the failure thereof would not have a Company Material Adverse
Effect, and there are no existing defaults thereunder with respect to the
Company or any of its Subsidiaries or, to the Company's Knowledge, the other
parties thereto, except for those defaults that would not have a Company
Material Adverse Effect. Other than any agreement among only the Company and one
or more of its wholly-owned Subsidiaries, neither the Company nor any of its
Subsidiaries is a party to any agreement that materially limits the ability of
the Company or any of its Subsidiaries to compete in or conduct any material
line of its business or compete with any person or in any geographic area or
during any period of time.

         SECTION 4.14 Properties. To the Knowledge of the Company, the Company
and its Subsidiaries own fee simple title to or have a valid leasehold interest
in each of their real properties (the "COMPANY PROPERTIES"), free and clear of
liens, mortgages or deeds of trust, claims against title, charges which are
liens, security interests or other encumbrances on title, and the Company
Properties are not subject to any rights of way, written agreements, laws,
ordinances and regulations affecting building use or occupancy, or reservations
of an interest in title (collectively, "PROPERTY RESTRICTIONS"), except for, if
any, (i) real estate taxes and special assessments, (ii) inchoate liens imposed
for construction work in progress incurred in the ordinary course of business,
(iii) real property liens and other encumbrances of record recorded in the
appropriate county or counties where the property is located; or (iv) Property
Restrictions imposed or promulgated by law or any governmental body or authority
with respect to real property, including zoning regulations, that do not (a)
materially adversely affect the current use of the property, (b) materially
detract from the value of or materially interfere with the current use of the
property, or (c) materially detract from the value of or materially interfere
with the planned use of any land held for development or properties being
developed or expanded.

         SECTION 4.15 Required Vote; Board Approval. The affirmative vote of the
holders of a majority of the beneficial interest in the shares of Common Stock
outstanding and entitled to vote at the Stockholders' Meeting (the "COMPANY
STOCKHOLDER APPROVAL") is the only vote of any class or series of capital stock
of the Company required by law, rule or regulation or the articles of
incorporation or the by-laws of the Company to approve this Agreement and the
Merger.

         SECTION 4.16 [reserved].

         SECTION 4.17 Finders' Fees. Except for the Company Financial Advisor,
the fees of which will be paid by the Company, in connection with this
Agreement, the Merger and the transactions contemplated hereby based upon
arrangements made by or on behalf of the Company, no investment banker, broker,
finder or other such intermediary has been retained by, or is authorized to act
on behalf of, the Company or is entitled to any fee or commission from the
Company.

         SECTION 4.18 Opinion of the Company Financial Advisor. The Special
Committee and the Company Board have received the Fairness Opinion from the
Company Financial Advisor, to the effect that, as of the date of such opinion,
the Transaction, including the Merger Consideration, is fair to the Company's
stockholders from a financial point of view. A signed copy of the Fairness
Opinion has been delivered to Acquirer. The Company hereby represents and
warrants that it has been authorized by the Company Financial Advisor to permit
the inclusion of the Fairness Opinion and references thereto in the Proxy
Statement. Other than the fee payable to the Company Financial Advisor in
connection with the Fairness Opinion, the

                                       13


Closing of the Merger and the reimbursement and indemnification obligations of
the Company to the Company Financial Advisor related to the Fairness Opinion,
neither the Company nor the Company's directors has any continuing obligation to
the Company Financial Advisor with respect to the transactions contemplated
hereby.

         SECTION 4.19 [reserved].

                                    ARTICLE V
              REPRESENTATIONS AND WARRANTIES OF CENTEX AND ACQUIRER

         Centex and Acquirer represent and warrant to the Company as follows:

         SECTION 5.1 Corporate Existence and Power. Each of Centex and Acquirer
is a corporation duly incorporated, validly existing and in good standing under
the laws of the State of Nevada and has all full corporate power required to
conduct its business as presently conducted. Since the date of its
incorporation, Acquirer has not engaged in any activities other than in
connection with or as contemplated by this Agreement.

         SECTION 5.2 Corporate Authorization; Approvals. Centex and Acquirer
each have the requisite corporate power and authority to execute and deliver
this Agreement and consummate the Merger. The execution, delivery and
performance by Centex and Acquirer of this Agreement and the consummation by
Centex and Acquirer of the Merger have been duly authorized by all necessary
corporate action and no other corporate action on the part of Centex or Acquirer
is necessary to authorize the consummation of the Merger other than approval by
the stockholders of Centex of the termination of the Nominee Agreement, which
approval will be sought at the Stockholders' Meeting. This Agreement has been
duly and validly executed and delivered by Centex and Acquirer and, assuming
that this Agreement constitutes the valid and binding obligation of the Company,
this Agreement constitutes a valid and binding agreement of each of Centex and
Acquirer, enforceable in accordance with its terms, except to the extent that
its enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other laws affecting the enforcement of creditors'
rights generally or by general equitable or fiduciary principles.

         SECTION 5.3 Governmental Authorization. The execution, delivery and
performance by Centex and Acquirer of this Agreement and the consummation by
Centex and Acquirer of the Merger requires no action by or in respect of, or
filing with, any Governmental Entity, other than (a) those set forth in clauses
(a) through (f) of Section 4.3 and (b) such other consents, approvals, actions,
orders, authorizations, registrations, declarations and filings which, if not
obtained or made, would not, individually or in the aggregate, have a Centex
Material Adverse Effect (the filings and authorizations referred to in clauses
(a) and (b) being referred to collectively as the "CENTEX REQUIRED GOVERNMENTAL
CONSENTS").

         As used herein, the term "CENTEX MATERIAL ADVERSE EFFECT" shall mean
any adverse change, effect, event, occurrence or state of facts resulting in a
material adverse change in the ability of Centex to consummate the Merger and
other transactions contemplated by this Agreement, which has occurred or would
reasonably be expected to occur as a result of any such change, effect, event,
occurrence or state of facts.

                                       14


         SECTION 5.4 Non-Contravention. The execution, delivery and performance
by Centex and Acquirer of this Agreement and the consummation by Centex and
Acquirer of the Merger do not and will not (a) contravene or conflict with the
articles of incorporation or by-laws of Centex or the Acquirer, (b) assuming
that all of the Centex Required Governmental Consents are obtained, contravene
or conflict with or constitute a violation of any provision of any law,
regulation, judgment, injunction, order or decree binding upon or applicable to
Centex or Acquirer, (c) constitute a default under or give rise to a right of
termination, cancellation or acceleration (with or without due notice or lapse
of time or both) of any right or obligation of Centex or Acquirer or to a loss
of any benefit or status to which Centex or Acquirer is entitled under any
provision of any agreement, contract or other instrument binding upon Centex or
Acquirer or any license, franchise, permit or other similar authorization held
by Centex or Acquirer or (d) result in the creation or imposition of any Lien on
any asset of the Centex or Acquirer other than, in the case of each of (b), (c)
and (d), any such items that would not, individually or in the aggregate, have a
Centex Material Adverse Effect.

         SECTION 5.5 Information in Securities Filings. All documents required
to be filed by Centex or Acquirer with the SEC in connection with the Merger,
and any information supplied by Centex or Acquirer for inclusion or
incorporation by reference in the Proxy Statement and any Other Filings, or any
supplement or amendment to any such filings, will not, at the respective times
when such are filed with the SEC and/or are first published, given or mailed to
the Company's stockholders, as the case may be, and at the Effective Time, in
each case, contain any untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements made therein, in light
of the circumstances under which they are made, not misleading. The
representations and warranties contained in this Section 5.5 will not apply to
statements or omissions included in any such filings based upon information
furnished in writing by or on behalf of the Company.

         SECTION 5.6 Finders' Fees. There is no investment banker, broker,
finder or other intermediary who is entitled to any fee or commission from
Centex or any of its affiliates in connection with the Merger and the
transactions contemplated hereby based upon arrangements made by or on behalf of
Centex or Acquirer.

                                   ARTICLE VI
                                    COVENANTS

         SECTION 6.1 Conduct of Business of the Company. Except as expressly
provided in this Agreement or except with the prior consent of Centex from the
date of this Agreement to the Effective Time or the earlier termination of this
Agreement, the Company shall, and shall cause each of its Subsidiaries to,
conduct its business in the usual, regular and ordinary course in substantially
the same manner as previously conducted or proposed to be conducted and use all
reasonable efforts to preserve intact its current business organization, and
keep its relationships with customers, suppliers, licensors, licensees,
distributors and others having business dealings with them to the end that its
goodwill and ongoing business shall be unimpaired at the Effective Time. In
addition, and without limiting the generality of the foregoing, until the
Effective Time or the earlier termination of this Agreement the Company will
not, and will not permit any of its Subsidiaries to, without the prior consent
of Centex:

         (a) declare, set aside or pay any dividends on, or make any other
distributions in respect of, any of its capital stock or other securities;

                                       15


         (b) split, combine, recapitalize or reclassify any of its capital stock
or issue or authorize the issuance of any other securities in respect of, in
lieu of or in substitution for, shares of its capital stock;

         (c) purchase, redeem or otherwise acquire any shares of capital stock
of the Company or any of its Subsidiaries or any other securities thereof or any
rights, warrants or options to acquire any such shares or other securities;

         (d) authorize for issuance, issue, deliver, sell, pledge or otherwise
encumber any shares of its capital stock or the capital stock or other
securities of any of its Subsidiaries, any other voting securities or any
securities convertible into, or any rights, warrants or options to acquire, any
such shares, voting securities or convertible securities or any other securities
or equity equivalents (including without limitation stock appreciation rights);

         (e) amend its certificate or articles of incorporation, by-laws or
other comparable organizational documents;

         (f) adopt resolutions providing for or authorizing a liquidation or a
dissolution, except as part of a Transaction Proposal (as defined in Section 6.3
below); or

         (g) authorize any of, or commit or agree to take any of, the foregoing
actions.

         SECTION 6.2 Indemnification and Insurance.

         (a) From and after the Effective Time for six (6) years, Centex and the
Surviving Corporation shall indemnify each present and former director and
officer of the Company, including without limitation members of the Special
Committee ("INDEMNIFIED PARTIES"), against any costs or expenses (including
reasonable attorneys' fees), judgments, fines, losses, claims, damages,
penalties or liabilities (collectively, "COSTS") incurred in connection with any
claim, action, suit, proceeding or investigation, whether civil, criminal,
administrative or investigative, arising out of or pertaining to matters
existing or occurring at or prior to the Effective Time, whether asserted or
claimed prior to, at or after the Effective Time, to the fullest extent
permitted by law, and shall, in connection with defending against any action for
which indemnification is available hereunder, either advance expenses to, or
promptly reimburse such Indemnified Parties from time to time upon receipt of
sufficient supporting documentation, for any reasonable costs and expenses
reasonably incurred by such Indemnified Parties; provided that such advancement
or reimbursement shall be conditioned upon such Indemnified Parties' agreement
promptly to return such amounts if (i) a court of competent jurisdiction through
a final nonappealable order shall ultimately determine that indemnification of
such Indemnified Parties is prohibited by applicable law, and (ii) Centex and
the Surviving Corporation have made commercially reasonable good faith efforts
to collect such expenses under the officers' and directors' liability insurance
required by Section 6.2(c), and such efforts are not successful. The foregoing
rights shall be in addition to any rights to which any Indemnified Party may be
entitled by reason of the by-laws or articles of incorporation of the Company or
any of its Subsidiaries, any contract and/or any applicable law.

         (b) All rights to indemnification and all limitations on liability
existing in favor of any Indemnified Parties as provided in the Company's and
3333 Development Corporation's articles of incorporation and bylaws, as in
effect as of the date hereof, to the extent relating to acts or

                                       16


omissions occurring prior to the Effective Time, shall continue in full force
and effect in accordance with their terms from and after the Effective Time. The
articles of incorporation and bylaws of the Surviving Corporation following the
Effective Time shall contain the provisions with respect to indemnification and
limitations on liability set forth in the Company's articles of incorporation
and bylaws on the date hereof, which provisions, to the extent relating to acts
or omissions occurring on or prior to the Effective time, shall not be amended,
repealed or otherwise modified in any manner that would adversely affect the
rights thereunder of the Indemnified Parties, unless, and only to the extent,
such modification is required by applicable law.

         (c) For six (6) years after the Effective Time, Centex shall provide
officers' and directors' liability insurance in respect of acts or omissions
occurring prior to the Effective Time covering each person currently covered by
the Company's officers' and directors' liability insurance policy on terms and
with respect to coverage and amount not less favorable than those of such policy
in effect on the date hereof (whether through existing policies (and extensions
thereof) or other policies obtained for Centex generally). For the period after
the date that is six (6) years after the Effective Time, Centex shall provide to
each person currently covered by the Company's officers' and directors'
liability insurance policy not less than the same officers' and directors'
liability insurance coverage in respect of acts or omissions occurring prior to
the Effective Time as Centex provides with respect to former directors and
officers of Centex generally.

         (d) The obligations of Centex and the Surviving Corporation under this
Section 6.2 shall not be terminated or modified in such a manner as to adversely
affect any Indemnified Party to whom this Section applies without the written
consent of such affected Indemnified Party, it is being expressly agreed that
this Section 6.2 shall survive the termination of this Agreement. The rights of
each Indemnified Party under this Section 6.2 shall be in addition to any rights
such Person may have under the Company's or 3333 Development Corporation's
articles of incorporation and bylaws, or under the NRS or any other applicable
law or under any agreement of any Indemnified Party with the Company or 3333
Development Corporation. All rights to indemnification and all limitations on
liability existing in favor of any Indemnified Party as provided in an agreement
between any Indemnified Party and the Company or 3333 Development Corporation as
in effect as of the date hereof shall continue in full force and effect in
accordance with their terms after the Effective Time.

         (e) If the Surviving Corporation (i) consolidates with or merges into
any other Person and shall not be the continuing or the surviving corporation or
entity of such consolidation or merger, or (ii) transfers or conveys all or
substantially all of its assets or capital stock to any Person, then, and in
each such case, proper provision shall be made with respect to the obligations
set forth in this Section 6.2 so that such obligations of the Surviving
Corporation are performed in accordance with their terms in such event.

         SECTION 6.3 Other Proposals.

         (a) From and after the date of this Agreement until the termination of
this Agreement, neither the Company, any of its Subsidiaries, nor any of their
respective officers, directors, employees, representatives, agents or affiliates
(including, without limitation, any investment banker, attorney or accountant
retained by the Company or any of its Subsidiaries or affiliates) (collectively,
"RESPONSIBLE PARTIES") will directly or indirectly initiate, solicit or
knowingly

                                       17


encourage (including by way of furnishing non-public information or assistance),
or take any other action to facilitate knowingly, any inquiries or the making of
any proposal that constitutes, or may reasonably be expected to lead to any
Transaction Proposal, or enter into or maintain or continue discussions or
negotiate with any individual, corporation, partnership, joint venture,
association, trust, unincorporated organization or other entity ("PERSON") in
furtherance of such inquiries or to obtain a Transaction Proposal or agree to or
endorse any Transaction Proposal or authorize or permit any Responsible Party to
take any such action; provided, however, that nothing contained in this
Agreement shall prohibit the Company Board or the Special Committee from, prior
to the Stockholders' Meeting, but subject to compliance with the remaining
provisions of this Section 6.3: (i) furnishing information (other than any
non-public information relating to the terms or structure of the transactions
contemplated hereby) to or entering into discussions or negotiations with any
Person that makes a bona fide Transaction Proposal which was not directly or
indirectly solicited in violation of this Section 6.3 only to the extent that:
(1) the Company Board or Special Committee, after consultation with its
financial advisors and after receipt of advice from outside legal counsel,
determines in good faith that such action is necessary for the Board to comply
with its fiduciary duties to stockholders under applicable law and (2) prior to
taking such action the Company provides prompt notice to Acquirer to the effect
that it is furnishing such information to or entering into discussions or
negotiations with such Person and receives from such Person an executed
confidentiality agreement; (ii) failing to make or withdrawing or modifying its
recommendation referred to in Section 1.11 if there exists a Transaction
Proposal and the Company Board or Special Committee, after consultation with its
financial advisors and after receipt of advice from outside legal counsel,
determines in good faith that such action is necessary for the Company Board to
comply with its fiduciary duties to stockholders under applicable law in
connection with such Transaction Proposal; or (iii) making to the Company's
stockholders any recommendation and related filing with the SEC as required by
Rule 14e-2 and 14d-9 under the Exchange Act, with respect to any Transaction
Proposal, or taking any other legally required action with respect to such
Transaction Proposal (including, without limitation, the making of public
disclosures as may be necessary or reasonably advisable under applicable
securities laws) if the Company Board or the Special Committee, after
consultation with their financial advisors and receipt of advice from
independent outside legal counsel, determines in good faith that such action is
necessary for the Company Board to comply with its fiduciary duties to
stockholders under applicable law. Consistent with the foregoing provisions of
this Section 6.3, the Company shall immediately cease and terminate any
currently existing solicitation, initiation, encouragement, activity, discussion
or negotiation with any Person conducted heretofore by the Company or any
Responsible Parties with respect to the foregoing. The Company agrees not to
release any third party from, or waive any provisions of, any standstill
agreement to which it is a party or any confidentiality agreement between it and
another Person who has made, or who may reasonably be considered likely to make,
a Transaction Proposal. In the event of an exercise of the Company's or the
Board of Director's rights under clauses (i), (ii) or (iii) above and subject to
compliance with this Section 6.3, notwithstanding anything contained in this
Agreement to the contrary, such exercise of rights shall not constitute a breach
of this Agreement by the Company.

         For purposes of this Agreement "TRANSACTION PROPOSAL" shall mean any of
the following (other than the transactions between the Company, Acquirer and
Centex contemplated by this Agreement) involving the Company or any of its
Subsidiaries: (i) any merger, consolidation, share exchange, recapitalization,
business combination or other similar transaction; (ii) except in the ordinary
course of business, any sale, lease, exchange, mortgage, pledge, transfer or
other

                                       18



disposition of 20% or more of the assets of the Company and its Subsidiaries,
taken as a whole, in a single transaction or series of related transactions;
(iii) any tender offer or exchange offer for, or the acquisition of (or right to
acquire) "beneficial ownership" by any person, "group" or entity (as such terms
are defined under Section 13(d) of the Exchange Act), of 20% or more of the
outstanding shares of capital stock of the Company or the filing of a
registration statement under the Securities Act in connection therewith; or (iv)
any public announcement of a proposal, plan or intention to do any of the
foregoing or any agreement to engage in any of the foregoing or
recapitalization, liquidation, dissolution or similar transaction involving the
Company or any of its Subsidiaries.

         (b) Prior to the Company Board or Special Committee withdrawing or
modifying its approval or recommendation of this Agreement or the Merger, or
approving or recommending a Transaction Proposal, or entering into an agreement
with respect to a Transaction Proposal, the Company shall provide Acquirer with
a written notice (a "NOTICE OF TRANSACTION PROPOSAL") advising Acquirer of the
Transaction Proposal, specifying the material terms and conditions of such
Transaction Proposal, identifying the person making such Transaction Proposal,
and specifying that the Company Board or Special Committee has reasonably
determined that such Transaction Proposal, if consummated, would constitute a
Superior Transaction; provided, however, that neither the Company nor any
Subsidiary shall enter into an agreement with respect to a Superior Transaction
until 72 hours after the Notice of Transaction Proposal with respect to a given
Transaction Proposal was received by Acquirer.

         For purposes of this Agreement, "SUPERIOR TRANSACTION" means a
Transaction Proposal made in writing by a Third Party (a) that provides for (i)
a Transaction Proposal that would substitute for the Merger and the CDC Merger,
and (ii) (1) the repayment (as a condition to the closing of such transaction)
by the Company or its designee of all sums owed by the Company and its
subsidiaries (including CDC) to Centex and its subsidiaries (other than CDC),
including debt, unpaid distributions and capital, (2) the release of Centex and
its subsidiaries (other than CDC) from guarantees and other credit enhancements
for the Company and its subsidiaries, and (3) the termination of the Nominee
Agreement on terms acceptable to Centex in its sole and absolute discretion, and
(b) the terms and conditions of which (including the amount and value of the
consideration to be received) are reasonably determined by the Company Board or
the Special Committee to be, when taken in their entirety, more favorable to the
Company for the holders of the beneficial interest in the Common Stock than the
terms and conditions set forth in this Agreement (or the terms of an offer of
Acquirer, if any, made to the Company in response to a Notice of Transaction
Proposal).

         For purposes of this Agreement, "THIRD PARTY" means a Person who is not
Centex or its subsidiaries.

         SECTION 6.4 Public Announcements. Neither Acquirer nor Centex, on the
one hand, nor the Company, on the other hand, will issue any press release or
public statement with respect to the Merger, without the other party's prior
consent, except as may be required by applicable law, court process or by
obligations pursuant to any listing agreement with, or rule of, NYSE or LSE and,
in any event, to the extent practicable, Centex, Acquirer and the Company will
consult with each other before issuing, and provide each other with the
opportunity to review and comment upon, any such press release or other public
statements with respect to the Merger. The parties agree that the initial press
release or releases to be issued with respect to the Merger shall be mutually
agreed upon prior to the issuance thereof.

                                       19



                                  ARTICLE VII
                    CONDITIONS TO CONSUMMATION OF THE MERGER

         SECTION 7.1 Conditions to Each Party's Obligation. The respective
obligations of each party to effect the Merger are subject to the satisfaction
or waiver, at or prior to the Effective Time, of the following conditions:

         (a) A proposal to adopt this Agreement and thereby approve the Merger
shall have been approved by the holders of a majority of the beneficial interest
in the shares of Common Stock outstanding and entitled to vote thereon at the
Stockholders' Meeting.

         (b) A proposal to terminate the Nominee Agreement shall have been
approved by the holders of a majority of the shares of Centex Common Stock
present in person or by proxy and entitled to vote thereon at a meeting of the
Centex stockholders.

         (c) All conditions to the merger (the "CDC MERGER") set forth in the
Agreement and Plan of Merger among CDC, Centex and Centex Development
Acquisition, L.P. dated of even date herewith shall have been satisfied or
waived;

         (d) All actions by or in respect of or filings with any Governmental
Entity required to permit the consummation of the Merger shall have been
obtained, except those that would not reasonably be expected to have a material
adverse effect on any party's ability to consummate the transactions
contemplated by this Agreement; and

         (e) No preliminary or permanent injunction or other order issued by any
federal or state court of competent jurisdiction in the United States
prohibiting the consummation of the Merger shall be in effect.

         SECTION 7.2 Conditions to Acquirer's and Centex's Obligation. The
obligation of Acquirer and Centex to effect the Merger is subject to the
satisfaction or waiver, at or prior to the Effective Time, of the following
conditions:

         (a) The representations and warranties of the Company contained in this
Agreement (i) shall be true and correct in all material respects at and as of
the Closing Date, as if made at and as of the Closing Date, in each case except
as contemplated or permitted by this Agreement and (ii) with respect to any
representations or warranties not qualified by "Company Material Adverse
Effect," unless the inaccuracies under such representations and warranties not
so qualified, taken together in their entirety, do not in the aggregate result
in a Company Material Adverse Effect;

         (b) The Company shall have performed in all material respects the
obligations required to be performed by it under the Agreement at or prior to
the Closing Date;

         (c) There shall have occurred or taken place no adverse change, effect,
event, occurrence or state of facts (i) affecting the financial condition,
business, assets, properties, operations or results of operations of the Company
or any of its Subsidiaries which is material to the Company and its
Subsidiaries, taken as a whole, or (ii) which would prevent or materially impair
the Company from consummating the Merger, which has occurred or would reasonably
be expected to occur as a result of any such change, effect, event, occurrence
or state of facts, excluding in

                                       20



each case (1) changes resulting from the announcement of the transactions
described in this Agreement or the identity of Centex or Acquirer or from the
performance of this Agreement and compliance with the covenants set forth herein
and (2) any actions required under this Agreement to obtain any approval or
authorization under applicable antitrust or competition laws for the
consummation of the Merger;

         (d) The holders of the Common Stock shall not have any dissenters'
rights or rights of appraisal as a result of the Merger and shall be entitled to
receive only the Merger Consideration; and

         (e) All actions necessary to render inapplicable any "fair price,"
"moratorium," "control share," "business combination," "shareholder protection"
or similar or other anti-takeover statute or regulation (including, without
limitation, Sections 78.378 through 78.3793 and Sections 78.411 through 78.444
of the NRS) to Acquirer's acquisition of beneficial ownership of Common Stock
pursuant to the Merger or to the execution, delivery or performance of this
Agreement shall have been taken. No other state takeover or similar statute or
regulation in any jurisdiction in which the Company or any of its Subsidiaries
do business applies or purports to apply to the Merger or this Agreement.

         SECTION 7.3 Conditions to the Company's Obligation. The obligation of
the Company to effect the Merger is subject to the satisfaction or waiver, at or
prior to the Effective Time, of the following conditions:

         (a) The representations and warranties of Centex and Acquirer contained
in this Agreement (i) shall be true and correct in all material respects at and
as of the Closing Date, as if made at and as of the Closing Date, in each case
except as contemplated or permitted by this Agreement and (ii) with respect to
any representations or warranties not qualified by "Centex Material Adverse
Effect," unless the inaccuracies under such representations and warranties not
so qualified, taken together in their entirety, do not in the aggregate result
in a Centex Material Adverse Effect;

         (b) Centex and Acquirer shall have each performed in all material
respects the obligations required to be performed by it under the Agreement at
or prior to the Closing Date;

         (c) Centex shall provide to the directors of the Company
indemnification contracts executed by Centex containing indemnification
provisions substantially the same as those set forth in Section 6.2(a); and

         (d) The Fairness Opinion shall not have been withdrawn or adversely
modified by the Company Financial Advisor.

                                  ARTICLE VIII
                         TERMINATION; AMENDMENT; WAIVER

         SECTION 8.1 Termination. This Agreement may be terminated and the
Merger contemplated hereby may be abandoned at any time notwithstanding approval
thereof by the stockholders of the Company, but prior to the Effective Time:

                                       21



         (a) by mutual written consent of each of Acquirer and the Company; or

         (b) by either Acquirer or the Company,

                  (i)      if any court of competent jurisdiction in the United
         States or other United States or State governmental body shall have
         issued an order, decree or ruling or taken any other action
         restraining, or otherwise prohibiting the Merger and such order,
         decree, ruling or other action shall have become final and
         non-appealable; or

                  (ii)     if the Merger shall not have occurred by March 31,
         2004, unless the failure to consummate the Merger is the result of a
         material breach or failure to perform in any material respect of any
         covenant or other agreement contained in this Agreement by the party
         purporting to terminate this Agreement; or

         (c) by the Company,

                  (i)      substantially concurrently with its approval of a
         Transaction Proposal; provided that the Company has complied with all
         provisions of this Agreement, including the notice provisions herein,
         and that it pays the Expenses as provided by and defined in Section
         9.10 hereof; or

                  (ii)     in the event of a material breach or failure to
         perform in any material respect by Centex or Acquirer of any covenant
         or other agreement contained in this Agreement or in the event of a
         material breach of any representation or warranty of Centex or Acquirer
         in each case which cannot be or has not been cured within 15 days after
         the giving of written notice to Centex or Acquirer, and, with respect
         to any representations or warranties not qualified by "Centex Material
         Adverse Effect," unless the inaccuracies under such representations and
         warranties not so qualified, taken as a whole in their entirety, do not
         in the aggregate result in a Centex Material Adverse Effect; or

         (d) by Acquirer,

                  (i)      if the Company (1) enters into a definitive agreement
         or agreement in principle with any Person with respect to a Transaction
         Proposal or (2) withdraws or adversely modifies its approval of or
         recommendation of the Merger following the public announcement of a
         Transaction Proposal; or

                  (ii)     in the event of a material breach or failure to
         perform in any material respect by the Company of any covenant or other
         agreement contained in this Agreement or in the event of a material
         breach of any representation or warranty of the Company in each case
         which cannot be or has not been cured within 15 days after the giving
         of written notice to the Company, and, with respect to any
         representations or warranties not qualified by "Company Material
         Adverse Effect," unless the inaccuracies under such representations and
         warranties not so qualified, taken as a whole in their entirety, do not
         in the aggregate result in a Company Material Adverse Effect.

         SECTION 8.2 Effect of Termination. In the event of the termination and
abandonment of this Agreement pursuant to Section 8.1, this Agreement shall be
void and have no effect

                                       22



(except pursuant to Section 6.3, which shall survive such termination), with no
liability on the part of any party hereto or its affiliates, directors, officers
or stockholders.

         SECTION 8.3 Amendment. Any provision of this Agreement may be amended
or waived prior to the Effective Time (whether before or after approval of
matters presented in connection with the Merger by the stockholders of the
Company) if, and only if, such amendment or waiver is in writing and signed, in
the case of an amendment, by the Company, Centex and Acquirer or, in the case of
a waiver, by the party against whom such waiver is to be effective; provided
that after the adoption of this Agreement by the stockholders of the Company, no
amendment shall become effective without a vote of the stockholders approving
such amendment if such stockholder vote is required by applicable law in order
to effect the proposed amendment.

         SECTION 8.4 Extension; Waiver. At any time prior to the Effective Time,
the parties may (i) extend the time for the performance of any of the
obligations or other acts of the other parties hereto, (ii) waive any
inaccuracies in the representations and warranties contained herein or in any
document, certificate or writing delivered pursuant hereto or (iii) waive
compliance with any of the agreements or conditions contained herein, except as
otherwise provided by law and except that the provisions of Section 6.2 hereof
shall not be waived. Any agreement on the part of any party to any such
extension or waiver shall be valid only if set forth in an instrument in writing
on behalf of such party, and if such extension or waiver has been approved by a
majority of the members of the Special Committee.

                                   ARTICLE IX
                                  MISCELLANEOUS

         SECTION 9.1 Nonsurvival of Representations, Warranties and Agreements.

         (a) None of the representations, warranties and agreements made herein
shall survive beyond the Effective Time, except for the agreements set forth in
Sections 3.2 and 6.2, and all such representations, warranties and agreements
will be extinguished upon consummation of the Merger and none of the Company,
Centex and Acquirer, nor any officer, director or employee or stockholder
thereof shall be under any liability whatsoever with respect to any such
representation, warranty or agreement after such time.

         (b) Each of the parties is a sophisticated person or legal entity that
was advised by knowledgeable counsel and, to the extent it deemed necessary,
other advisors in connection with this Agreement. Accordingly, each of the
parties hereby acknowledges that (i) no party has relied or will rely upon any
document or written or oral information previously furnished to or discovered by
it or its representatives, other than this Agreement and (ii) there are no
representations or warranties by or on behalf of any party hereto or any of its
respective affiliates or representatives other than those expressly set forth
herein, which representations and warranties shall not survive the Effective
Time.

         SECTION 9.2 Entire Agreement; Assignment. This Agreement and the
agreements specifically contemplated hereby or referenced herein (a) constitute
the entire agreement between the parties with respect to the subject matter
hereof and thereof and supersede all other prior agreements and understandings,
both written and oral, between the parties or any of them with respect to the
subject matter hereof and (b) shall not be assigned by operation of law or

                                       23



otherwise; provided that Acquirer may assign its rights and obligations to any
wholly owned, direct or indirect subsidiary of Centex, but no such assignment
shall relieve Acquirer of its obligations hereunder if such assignee does not
perform such obligations. Except as expressly provided in this Agreement,
nothing contained in this Agreement, express or implied, is intended to amend,
modify, revise, supplement, terminate, supersede, cancel, or waive any provision
of, any contract or agreement between or among any of the parties to this
Agreement, including, without limitation, the Nominee Agreement (as amended by
the contemplated amendment thereto).

         SECTION 9.3 Validity. The validity or unenforceability of any provision
of this Agreement shall not affect the validity or enforceability of any other
provisions of this Agreement, which shall remain in full force and effect.

         SECTION 9.4 Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be deemed to have been
duly given when delivered in person, by cable, telegram or telex, or by
registered or certified mail (postage prepaid, return receipt requested) to the
respective parties at the following addresses or at such other addresses as
shall be specified by the parties by like notice.

         If to Centex or Acquirer:

                  c/o Centex Corporation
                  2728 North Harwood
                  Dallas, Texas 75201
                  Fax No.: (214) 981-6859
                  Attention: Chief Executive Officer

         with a copy to (such copy not to constitute notice):

                  Thompson & Knight LLP
                  1700 Pacific Ave., Suite 3300
                  Dallas, Texas 75201
                  Fax No.: (214) 969-1751
                  Attention: James R. Peacock III

         If to the Company:

                  3333 Holding Corporation
                  2728 North Harwood
                  Dallas, Texas 75201
                  Fax No.: (214) 981-6559
                  Attention: President

         with a copy to:

                  The Special Committee of the Board of Directors
                  c/o Roger West
                  3333 Holding Corporation
                  2728 North Harwood

                                       24



                  Dallas, Texas 75201
                  Fax No.: (214) 981-6559

         with a copy to (such copy not to constitute notice):

                  Akin Gump Strauss Hauer & Feld LLP
                  1700 Pacific Avenue, Suite 4100
                  Dallas, Texas  75201
                  Fax No.: (214) 969-4343
                  Attention:  Terry M. Schpok, P.C.

         SECTION 9.5 Defined Terms. The following terms have the meanings
assigned to them in the provisions of this Agreement referred to in the table
below:



               Term                                     Section
               ----                                     -------
                                                  
Acquirer                                             Preamble
Agreement                                            Preamble
Articles of Merger                                   Section 1.3
CDC                                                  Section 1.8(b)
CDC Merger                                           Section 7.1(c)
Centex                                               Preamble
Centex Common Stock                                  Recitals
Centex Material Adverse Effect                       Section 5.3
Centex Required Governmental Consents                Section 5.3
Centex Warrants                                      Section 1.9
Closing                                              Section 1.2
Closing Date                                         Section 1.2
Common Stock                                         Recitals
Company                                              Preamble
Company Board                                        Section 1.11
Company Financial Advisor                            Recitals
Company Material Adverse Effect                      Section 4.1
Company Properties                                   Section 4.14(a)
Company Required Governmental Consents               Section 4.3
Company Stockholder Approval                         Section 4.15
Constituent Corporations                             Section 1.1
Costs                                                Section 6.2
Effective Time                                       Section 1.3
Environmental Laws                                   Section 4.12(a)
Exchange Act                                         Section 2.1(a)
Expenses                                             Section 9.10(a)
Fairness Opinion                                     Recitals
GAAP                                                 Section 4.7
Governmental Entity                                  Section 4.3
Indemnified Parties                                  Section 6.2
Knowledge                                            Section 1.6


                                       25



                                                  
Lien                                                 Section 4.4
LSE                                                  Section 4.3
Merger                                               Recitals
Merger Consideration                                 Section 1.8(d)
Nominee                                              Recitals
Nominee Agreement                                    Section 1.8(b)
Notice of Transaction Proposal                       Section 6.3(b)
NRS                                                  Recitals
NYSE                                                 Section 4.3
Orders                                               Section 4.10
Other Filings                                        Section 2.1(a)
Past SEC Documents                                   Section 4.7
Paying Agent                                         Section 3.2(a)
Person                                               Section 6.3(a)
Proceedings                                          Section 4.10
Property Restrictions                                Section 4.14(a)
Proxy Statement                                      Section 2.1(a)
Responsible Parties                                  Section 6.3(a)
SEC                                                  Section 2.1(a)
Secretary                                            Section 1.3
Securities Act                                       Section 4.3
Special Committee                                    Recitals
Stockholders' Meeting                                Section 2.2
Subsidiary                                           Section 1.6
Superior Transaction                                 Section 6.3(b)
Surviving Corporation                                Section 1.1
Third Party                                          Section 6.3(b)
Transaction                                          Schedule 1
Transaction Proposal                                 Section 6.3(a)



         SECTION 9.6 Governing Law. This Agreement shall be governed by and
construed in accordance with the law of the State of Nevada, regardless of the
laws that might otherwise govern under applicable principles of conflict of laws
thereof.

         SECTION 9.7 Descriptive Headings. The descriptive headings herein are
inserted for convenience of reference only and are not intended to be part of or
to affect the meaning or interpretation of this Agreement.

         SECTION 9.8 Parties in Interest. This Agreement shall be binding upon,
and inure solely to the benefit of, each party hereto, and nothing contained in
this Agreement, express or implied, is intended to create any duties or
obligations to any Person (other than a party hereto) not in existence on the
date hereof, or to confer upon any other Person (other than a party hereto) any
rights, benefits or remedies of any nature whatsoever under or by reason of this
Agreement, except as expressly provided in Sections 3.2 and 6.2 (which are
intended to be for the benefit of the persons referred to therein and may be
enforced by such persons). The Indemnified Parties, which include the Company's
officers and directors, are intended to be third party beneficiaries of the
provisions of Section 6.2 relating to Indemnification and Insurance.

                                       26



         SECTION 9.9 Counterparts. This Agreement may be executed by facsimile
in two or more counterparts, each of which shall be deemed to be an original,
but all of which shall constitute one and the same agreement.

         SECTION 9.10 Expenses.

         (a)      If any person (other than Acquirer or any of its affiliates)
shall have made, proposed, communicated or disclosed a Transaction Proposal in a
manner which is or otherwise becomes public and this Agreement is terminated
pursuant to Section 8.1(c)(i), then the Company shall, simultaneously with such
termination of this Agreement, pay Purchaser in same day funds all reasonable
documented out-of-pocket costs, fees and expenses of Centex and Acquirer
incurred on or after April 1, 2003, related to the Merger, this Agreement, and
the transactions contemplated hereby and thereby (including, without limitation,
printing fees, filing fees and reasonable fees and expenses of legal and
financial advisors) (collectively the "EXPENSES"). Further, if this Agreement is
terminated pursuant to Section 8.1(d)(i) or (ii), then the Company shall,
simultaneously with such termination of this Agreement, pay Acquirer in same day
funds the Expenses. Notwithstanding the foregoing, in no event shall the
Expenses paid pursuant to this Section 9.10 exceed $50,000.

         (b)      The Company agrees that the agreements contained in Section
9.10(a) above are an integral part of the transactions contemplated by this
Agreement and constitute liquidated damages and not a penalty. If the Company
fails to promptly pay to Acquirer any of the amounts due under Section 9.10(a),
the Company shall pay the reasonable costs and expenses (including reasonable
legal fees and expenses) in connection with any action, including the filing of
any lawsuit or other legal action, taken to collect payment thereof, together
with interest on the amount of any unpaid Expenses at the annual rate of four
percent above the publicly announced prime rate of Bank of America, N.A. (or, if
lower, the maximum rate permitted by law) from the date such Expenses were
required to be paid by the Company to the date of payment.

         (c)      Except as provided otherwise in paragraphs (a) and (b) above,
all costs and expenses incurred in connection with this Agreement and the
transactions contemplated hereby shall be paid by the party incurring such
expenses, except that the Acquirer shall pay all costs and expenses (i) in
connection with printing and mailing the Proxy Statement and soliciting proxies,
(ii) in connection with printing and mailing any Other Filings and (iii) of
obtaining any consents of any third party.

         SECTION 9.11 Specific Performance. The parties hereto agree that if for
any reason any party hereto shall have failed to perform its obligations under
this Agreement, then any other party hereto seeking to enforce this Agreement
against such non-performing party shall be entitled to specific performance and
injunctive and other equitable relief, and the parties hereto further agree to
waive any requirement for the securing or posting of any bond in connection with
the obtaining of any such injunctive or other equitable relief. This provision
is without prejudice to any other rights that any party hereto may have against
any other party hereto for any failure to perform its obligations under this
Agreement.

                      [signatures appear on following page]

                                       27



         IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
executed on its behalf by its officers thereunto duly authorized, all as of the
day and year first above written.

                            3333 HOLDING CORPORATION

                            By: /s/ Stephen M. Weinberg
                                -----------------------------------------------
                                Name: Stephen M. Weinberg
                                Title: President and Chief Executive Officer

                            CENTEX CORPORATION

                            By: /s/ Raymond G. Smerge
                                -----------------------------------------------
                                Name: Raymond G. Smerge
                                Title: Executive Vice President, Chief Legal
                                         Officer and Secretary

                            3333 ACQUISITION CORP.

                            By: /s/ Raymond G. Smerge
                                -----------------------------------------------
                                Name: Raymond G. Smerge
                                Title: Executive Vice President and Secretary

                                       28



                                   SCHEDULE 1

As used in this Agreement, the term "TRANSACTION" shall mean a series of
transactions that will result in the elimination of the arrangement by which the
beneficial interests in the Common Stock and in the warrants to purchase Class B
Units of limited partnership interest in CDC trade in tandem with the common
stock of Centex, including:

         (a)      the Merger;

         (b)      the CDC Merger, which is a merger of Centex Development
                  Acquisition, L.P., a new indirect partnership subsidiary of
                  Centex, with and into CDC with CDC being the surviving entity
                  and indirectly owned by Centex. Pursuant to the CDC Merger,
                  the warrants to purchase Class B Units of limited partnership
                  interest in CDC will be cancelled, with the payment to the
                  holders of the beneficial interest in the warrants (other than
                  warrants held by Centex) of an amount that is equal to $.01
                  per share of Centex common stock; and

         (c)      the amendment and termination of the Nominee Agreement between
                  Centex, Holding, CDC and Mellon Investor Services LLC, as
                  successor nominee and transfer agent.

                                       29

EX-2.2

                                                                     EXHIBIT 2.2

                          AGREEMENT AND PLAN OF MERGER

                                      AMONG

                        CENTEX DEVELOPMENT COMPANY, L.P.,

                          3333 DEVELOPMENT CORPORATION,

                               CENTEX CORPORATION,

                      CENTEX DEVELOPMENT ACQUISITION, L.P.

                                       AND

                                  CENTEX HOMES

                          DATED AS OF NOVEMBER 17, 2003



                                TABLE OF CONTENTS



                                                                                                                   Page
                                                                                                                   ----
                                                                                                                
ARTICLE I The Partnership Merger.................................................................................    3

   SECTION 1.1      The Partnership Merger.......................................................................    3
   SECTION 1.2      Closing......................................................................................    3
   SECTION 1.3      Effective Time...............................................................................    3
   SECTION 1.4      Effects of the Partnership Merger............................................................    3
   SECTION 1.5      Certificate of Limited Partnership; Agreement of Limited Partnership.........................    3
   SECTION 1.6      General Partner..............................................................................    4
   SECTION 1.7      Employees....................................................................................    4
   SECTION 1.8      Effect on Partnership Interests..............................................................    4
   SECTION 1.9      Cancellation of Centex Warrants..............................................................    5
   SECTION 1.10     Further Assistance...........................................................................    5
   SECTION 1.11     Approval and Recommendation of Development...................................................    5

ARTICLE II Limited Partner Consents..............................................................................    6

   SECTION 2.1      Limited Partner Consents.....................................................................    6

ARTICLE III No Dissenters' Rights; Payment for Stockholder Warrants; Related Matters.............................    6

   SECTION 3.1      No Dissenters' Rights........................................................................    6
   SECTION 3.2      Payment for Warrants.........................................................................    6

ARTICLE IV Representations and Warranties of the Partnership.....................................................    7

   SECTION 4.1      Partnership Existence and Power..............................................................    7
   SECTION 4.2      Authorization; Approvals.....................................................................    7
   SECTION 4.3      Governmental Authorization...................................................................    8
   SECTION 4.4      Non-Contravention............................................................................    8
   SECTION 4.5      Capitalization...............................................................................    9
   SECTION 4.6      Subsidiaries.................................................................................    9
   SECTION 4.7      Past SEC Documents; Undisclosed Liabilities..................................................   10
   SECTION 4.8      [Reserved]...................................................................................   11
   SECTION 4.9      Absence of Certain Changes...................................................................   11
   SECTION 4.10     Litigation...................................................................................   11
   SECTION 4.11     [Reserved]...................................................................................   12
   SECTION 4.12     Compliance with Laws; Licenses, Permits and Registrations....................................   12
   SECTION 4.13     Contracts....................................................................................   12
   SECTION 4.14     Properties...................................................................................   12
   SECTION 4.15     Required Vote; Board Approval................................................................   13
   SECTION 4.16     [Reserved]...................................................................................   13
   SECTION 4.17     Finders' Fees................................................................................   13
   SECTION 4.18     Opinion of the Financial Advisor.............................................................   13
   SECTION 4.19     [Reserved]...................................................................................   13

ARTICLE V Representations and Warranties of Centex and Acquirer..................................................   13

   SECTION 5.1      Corporate/Partnership Existence and Power....................................................   13
   SECTION 5.2      Authorization; Approvals.....................................................................   14
   SECTION 5.3      Governmental Authorization...................................................................   14
   SECTION 5.4      Non-Contravention............................................................................   14
   SECTION 5.5      Information in Securities Filings............................................................   14
   SECTION 5.6      Finders' Fees................................................................................   15


                                       i




                                                                                                                 
ARTICLE VI Covenants.............................................................................................   15

   SECTION 6.1      Conduct of Business of the Partnership.......................................................   15
   SECTION 6.2      Indemnification and Insurance................................................................   16
   SECTION 6.3      Other Proposals..............................................................................   17
   SECTION 6.4      Public Announcements.........................................................................   19

ARTICLE VII Conditions to Consummation of the Partnership Merger.................................................   19

   SECTION 7.1      Conditions to Each Party's Obligation........................................................   19
   SECTION 7.2      Conditions to Acquirer's and Centex's Obligation.............................................   20
   SECTION 7.3      Conditions to the Partnership's Obligation...................................................   21

ARTICLE VIII Termination; Amendment; Waiver......................................................................   21

   SECTION 8.1      Termination..................................................................................   21
   SECTION 8.2      Effect of Termination........................................................................   22
   SECTION 8.3      Amendment....................................................................................   22
   SECTION 8.4      Extension; Waiver............................................................................   22

ARTICLE IX Miscellaneous.........................................................................................   23

   SECTION 9.1      Nonsurvival of Representations, Warranties and Agreements....................................   23
   SECTION 9.2      Entire Agreement; Assignment.................................................................   23
   SECTION 9.3      Validity.....................................................................................   23
   SECTION 9.4      Notices......................................................................................   23
   SECTION 9.5      Defined Terms................................................................................   24
   SECTION 9.6      Governing Law................................................................................   26
   SECTION 9.7      Descriptive Headings.........................................................................   26
   SECTION 9.8      Parties in Interest..........................................................................   26
   SECTION 9.9      Counterparts.................................................................................   26
   SECTION 9.10     Expenses.....................................................................................   26
   SECTION 9.11     Specific Performance.........................................................................   27



                                       ii



                          AGREEMENT AND PLAN OF MERGER

         This AGREEMENT AND PLAN OF MERGER, dated as of November 17, 2003 (this
"AGREEMENT"), is entered into by and among Centex Development Company, L.P., a
Delaware limited partnership (the "PARTNERSHIP"), 3333 DEVELOPMENT CORPORATION,
a Nevada corporation and the general partner of the Partnership ("DEVELOPMENT"),
CENTEX CORPORATION, a Nevada corporation ("CENTEX"), Centex Development
ACQUISITION, L.P., a Delaware limited partnership and an indirect partnership
subsidiary of Centex ("ACQUIRER"), and CENTEX HOMES, a Nevada general
partnership and an indirect partnership subsidiary of Centex ("CENTEX HOMES").

                                 R E C I T A L S

         A.       The holders of Centex common stock, par value $.25 per share
(the "CENTEX COMMON STOCK"), collectively (i) through their ownership of Centex
Common Stock beneficially own all of the (a) general partnership and limited
partnership interests in Acquirer, (b) Class A and Class C Units of limited
partnership interest in the Partnership (collectively "LP UNITS"), and (c)
warrants owned by Centex to purchase Class B limited partnership interests in
the Partnership, and (ii) through a nominee arrangement with Mellon Investor
Services LLC ("NOMINEE"), beneficially own all of the (a) general partnership
interest in the Partnership ("GP UNITS") and (b) warrants to purchase Class B
Units of limited partnership interest in the Partnership (the "STOCKHOLDER
WARRANTS").

         B.       3333 Holding Corporation, a Nevada corporation ("HOLDING"),
Centex and 3333 Acquisition Corp., a Nevada corporation and a wholly-owned
subsidiary of Centex ("ACQUISITION CORP."), have entered into an Agreement and
Plan of Merger dated of even date herewith (the "HOLDING MERGER AGREEMENT"),
pursuant to which Acquisition Corp. shall be merged with and into Holding (the
"HOLDING MERGER"), and whereby Holding's common stock will be canceled and the
beneficial interest in Holding's common stock will be converted into the right
to receive cash consideration.

         C.       It has been proposed that the completion of the Holding Merger
be conditioned on the satisfaction, or waiver thereof, of all the conditions to
the Partnership Merger (as defined below) as set forth in this Agreement.

         D.       Development, a wholly-owned subsidiary of Holding, as holder
of all the GP Units, is the sole general partner of the Partnership, and Centex
Homes, as holder of all the LP Units, is the sole limited partner of the
Partnership.

         E.       Centex Homes is the sole general partner of Acquirer, and
Centex Real Estate Corporation, a Nevada corporation and an indirect,
wholly-owned subsidiary of Centex ("CREC"), and Centex Homes are the sole
limited partners of Acquirer.

         F.       Centex, Centex Homes, CREC and Development desire that
Acquirer be merged with and into the Partnership (the "PARTNERSHIP MERGER"),
upon the terms and subject to the conditions set forth in this Agreement and in
accordance with the applicable provisions of the Delaware Revised Uniform
Limited Partnership Act, Title 6, Chapter 17 of the Delaware Code Annotated, as
amended (the "ACT"), pursuant to which the Stockholder Warrants will be canceled

                                       1


and the beneficial interest in the Stockholder Warrants will be converted into
the right to receive the Merger Consideration (as defined in Section 1.8(d)
below).

         G.       A special committee of the Board of Directors of Development
(the "SPECIAL COMMITTEE") and the Board of Directors of Development have
received the opinion of Houlihan Lokey Howard & Zukin Financial Advisors, Inc.
(the "FINANCIAL ADVISOR"), dated as of November 17, 2003 (the "FAIRNESS
OPINION") to the effect that, based on, and subject to, the various assumptions
and qualifications set forth therein, as of the date of such opinion, (1) the
Transaction (as defined in Schedule 1), including the Merger Consideration (as
defined in Section 1.8(d) below) to be received by the holders of the beneficial
interest in the Stockholder Warrants pursuant to the Partnership Merger, is fair
from a financial point of view to such holders.

         H.       The Special Committee has, based in part on the determination
of the Financial Advisor, approved this Agreement, determined and declared that
this Agreement, the Partnership Merger and the transactions contemplated hereby
are fair to, advisable, and in the best interests of, the Partnership, its
partners and the holders of the beneficial interest in the Stockholder Warrants
and has recommended approval of the Partnership Merger and adoption of the
Agreement by the Board of Directors of Development and Centex Homes.

         I.       The Board of Directors of Development has, based in part on
the determination of the Special Committee, (i) determined and declared that
this Agreement, the Partnership Merger and the transactions contemplated hereby
are fair to, advisable and in the best interests of, the Partnership, its
partners and the holders of the beneficial interest in the Stockholder Warrants,
(ii) approved this Agreement and, subject to the satisfaction, or waiver
thereof, of all the conditions to the Holding Merger as set forth in the Holding
Merger Agreement, the Partnership Merger, and (iii) has determined to submit
this Agreement to Centex Homes for approval.

         J.       The affirmative vote of Development, as holder of the GP
Units, and Centex Homes, as holder of a all of the Class A LP Units and Class B
LP Units, is required to adopt this Agreement for the Partnership Merger.

         K.       The Board of Directors of Development has directed that this
Agreement be submitted to Centex Homes for its approval by written consent.

         L.       The affirmative vote of Centex Homes, as the sole general
partner of Acquirer, and CREC and Centex Homes, as the sole limited partners of
Acquirer, is required to adopt this Agreement for the Partnership Merger.

         M.       Centex Homes has (i) determined that this Agreement and the
Partnership Merger are fair to and in the best interests of Acquirer and its
partners, and (ii) approved this Agreement and adopted the Partnership Merger as
set forth herein.

         N.       Centex Homes has directed that this Agreement be submitted to
the limited partners of Acquirer for their approval by written consent.

         O.       Centex, Acquirer and the Partnership desire to make certain
representations, warranties, covenants and agreements in connection with the
Partnership Merger and also to prescribe various conditions to the Partnership
Merger.

                                       2


         NOW, THEREFORE, in consideration of the respective covenants and
promises contained herein and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties hereto agree
as follows:

                                   ARTICLE I
                             THE PARTNERSHIP MERGER

         SECTION 1.1 The Partnership Merger. Upon the terms and subject to the
conditions hereof, and in accordance with the applicable provisions of the Act,
Acquirer shall be merged with and into the Partnership. The Partnership shall
continue as the surviving limited partnership (the "SURVIVING PARTNERSHIP") in
the Partnership Merger and the separate existence of Acquirer shall cease
(Acquirer and the Partnership are sometimes referred to herein as the
"CONSTITUENT PARTNERSHIPS").

         SECTION 1.2 Closing. Unless this Agreement has been terminated and the
transactions herein contemplated have been abandoned pursuant to Article VIII,
and subject to the satisfaction or waiver of the conditions set forth in Article
VII, the closing of the Partnership Merger (the "CLOSING") will take place at
12:00 p.m. on the first business day after satisfaction or waiver of the
conditions set forth in Article VII (the "CLOSING DATE"), at the offices of
Thompson & Knight LLP, 1700 Pacific Ave., Suite 3300, Dallas, Texas, unless
another date, time or place is agreed to by the parties hereto, but in no event
later than March 31, 2004.

         SECTION 1.3 Effective Time. On the Closing Date, the Surviving
Partnership shall file a certificate of merger (the "CERTIFICATE OF MERGER")
executed in accordance with the Act, with the Secretary of State of the State of
Delaware (the "SECRETARY"), and the Partnership Merger shall become effective at
11:59 p.m. Eastern Time on the date the Certificate of Merger is accepted for
filing by the Secretary or at such other time as is specified in the Certificate
of Merger to which Acquirer and the Partnership shall have agreed (the time the
Partnership Merger becomes effective being the "EFFECTIVE TIME").

         SECTION 1.4 Effects of the Partnership Merger. The Partnership Merger
shall have the effects set forth in the Section 17-211 of the Act and all other
effects specified in the applicable provisions of the Act, including, without
limitation, that at the Effective Time, all the properties, rights, privileges,
powers and franchises of the Partnership and Acquirer shall vest in the
Surviving Partnership, and all debts, liabilities and duties of the Partnership
and Acquirer shall become the debts, liabilities and duties of the Surviving
Partnership.

         SECTION 1.5 Certificate of Limited Partnership; Agreement of Limited
Partnership.

         (a) The certificate of limited partnership of Acquirer, as in effect
immediately prior to the Effective Time, shall become the certificate of limited
partnership of the Surviving Partnership, except that the name of the Surviving
Partnership shall remain the name of the Partnership and, as so amended, until
thereafter further amended as provided therein and under the Act, it shall be
the certificate of limited partnership of the Surviving Partnership following
the Partnership Merger.

         (b) The agreement of limited partnership of Acquirer as in effect at
the Effective Time shall be the agreement of limited partnership of the
Surviving Partnership following the Partnership Merger until thereafter changed
or amended as provided therein and under the Act.

                                       3


         SECTION 1.6 General Partner. At the Effective Time, the general partner
of the Partnership shall resign from its position as the general partner of the
Partnership. The general partner of Acquirer immediately prior to the Effective
Time shall be the general partner of the Surviving Partnership, until the
earlier of its resignation or removal.

         SECTION 1.7 Employees. The employees of the Partnership immediately
prior to the Effective Time shall be the employees of the Surviving Partnership,
all such employees to hold their current jobs and office with the Partnership
and any of its Subsidiaries from the Effective Time until the earlier of their
resignation or removal.

         A "SUBSIDIARY" of any person means another person if the first person
or a subsidiary thereof owns an amount of the voting securities, other voting
ownership or voting partnership interests which is sufficient to elect at least
a majority of its Board of Directors (or other governing body) of such person
or, if there are no such voting interests, if the first person or a subsidiary
thereof owns 50% or more of the equity interests of such person. Notwithstanding
anything in this Agreement to the contrary, any representation or warranty of
the Partnership with respect to Centex Development Company UK Limited and its
Subsidiaries (which Centex acknowledges are managed by Centex Homes, an
affiliate of Centex, pursuant to a Management Agreement dated as of April 1,
2001 between the Partnership and Centex Homes) is limited to the Knowledge of
the Partnership.

         As used in this Agreement, the term "KNOWLEDGE" when referring to the
Partnership or any Subsidiary of the Partnership means the actual knowledge of
Development's current officers and directors without the conduct by any such
person of any independent investigation.

         SECTION 1.8 Effect on Partnership Interests. As of the Effective Time,
by virtue of the Partnership Merger and without any action on the part of
Acquirer, Centex Homes, CREC, the Partnership, Development, the Surviving
Partnership or the holder of any partnership interest in Acquirer or the
Partnership:

         (a) Conversion of Partnership Interests of Acquirer. Centex Homes' 1%
general partnership interest and 98% limited partnership interest in Acquirer
shall automatically be canceled and shall cease to exist, and no consideration
shall be delivered or deliverable in exchange. CREC's 1% limited partnership
interest in Acquirer shall automatically be canceled and shall cease to exist,
and no consideration shall be delivered or deliverable in exchange.

         (b) Conversion of Partnership Interests of the Partnership.
Development's 1% general partnership interest in the Partnership shall be
converted into a 1% limited partnership interest in the Surviving Partnership
and Centex Homes' 99% limited partnership interest in the Partnership shall be
converted into a 98% limited partnership interest and a 1% general partnership
interest in the Surviving Partnership. Each of Development and Centex Homes
shall receive a capital account in the Surviving Partnership equal to its
capital account in the Partnership immediately before the Partnership Merger.

         (c) Termination of Nominee Agreement. Pursuant to Section 8.3 of the
Nominee Agreement dated November 30, 1987 by and between Centex, Holding, the
Partnership, and First RepublicBank Dallas, National Association, as initial
Nominee, as amended by the contemplated amendment (the "NOMINEE AGREEMENT"),
subject to and upon the approval of a majority of the shares of Centex Common
Stock present in person or by proxy and entitled to

                                       4


vote thereon at a meeting of the Centex stockholders, which approval will be
sought at a special meeting of the Centex stockholders (the "CENTEX STOCKHOLDER
APPROVAL"), and the consummation of the Merger and the Holding Merger, the
Nominee Agreement will be terminated and canceled in all respects without
effectuation of the Detachment (as defined in the Nominee Agreement) of the
Deposited Securities (as defined in the Nominee Agreement).

         (d) Conversion of Stockholder Warrants. Each Stockholder Warrant held
by the Nominee for the benefit of the holders of Centex Common Stock immediately
prior to the Effective Time shall, by virtue of the Partnership Merger and
without any action on the part of the Nominee or the beneficial holders thereof,
be converted into the right to receive from the Surviving Partnership, and
Centex shall cause the Surviving Partnership to pay pursuant to this Agreement,
without interest, consideration equal to an amount that provides to each holder
of a beneficial interest in the Stockholder Warrants $.01 in cash per share of
Centex Common Stock held by such holder at the Effective Time (the "MERGER
CONSIDERATION"), less any required tax withholding. At the Effective Time, all
Stockholder Warrant certificates shall no longer be outstanding and shall
automatically be canceled and retired and shall cease to exist, and each
beneficial owner of a certificate representing the Stockholder Warrants, held by
the Nominee on behalf of such beneficial owners, shall, to the extent such
warrant certificate represents such purchase right, cease to have any rights
with respect thereto, except the right to receive the Merger Consideration
applicable thereto, without interest, in accordance with Section 3.2.

         As used in this Agreement the term "MERGER CONSIDERATION" shall mean
the per share amount in reference to the consideration designated on a per share
basis and, as the context otherwise requires, shall refer to the aggregate
consideration represented by the per share amount multiplied by the total number
of shares of Centex Common Stock then outstanding.

         SECTION 1.9 Cancellation of Centex Warrants. At the Effective Time, the
outstanding warrants to purchase Class B Units of limited partnership interest
in the Partnership (subject to adjustment) owned by Centex at an exercise price
of $500 per unit (subject to adjustment) ("CENTEX WARRANTS"), shall
automatically be canceled and retired and shall cease to exist, and no
consideration shall be delivered or deliverable in exchange therefor.

         SECTION 1.10 Further Assistance. If at any time after the Effective
Time, the Surviving Partnership shall consider or be advised that any deeds,
bills of sale, assignments or assurances or any other acts or things are
necessary, desirable or proper (i) to vest, perfect or confirm, of record or
otherwise, in the Surviving Partnership its right, title or interest in, to or
under any of the rights, properties or assets of the Constituent Partnerships
acquired or to be acquired as a result of the Partnership Merger or (ii)
otherwise to carry out the purposes of this Agreement, the Surviving Partnership
and its proper officers and directors or their designees are authorized to
execute and deliver, in the name and on behalf of the Constituent Partnerships,
all such deeds, bills of sale, assignments and assurances and do, in the name
and on behalf of the Constituent Partnerships, all such other acts and things
necessary, desirable or proper to vest, perfect or confirm its right, title or
interest in, to or under any of the rights, properties or assets of the
Constituent Partnerships acquired or to be acquired as a result of the
Partnership Merger and otherwise to carry out the purpose of this Agreement.

         SECTION 1.11 Approval and Recommendation of Development. The Board of
Directors of Development hereby approves of and consents to the Partnership
Merger and represents that the Board of Directors of Development (hereafter, the
"DEVELOPMENT BOARD"), at a meeting duly

                                       5


called and held on November 17, 2003, with Stephen M. Weinberg abstaining
because of his joint current employment relationship with Centex Service
Company, a wholly-owned subsidiary of Centex, adopted resolutions, in accordance
with the recommendation of the Special Committee, (i) determining that this
Agreement and the transactions contemplated hereby, including the Partnership
Merger, are fair to, and in the best interests of, the Partnership, its partners
and the holders of the beneficial interest in the Stockholder Warrants, (ii)
approving, adopting and declaring advisable this Agreement and the transactions
contemplated hereby and (iii) recommending that Centex Homes vote in favor of
the Partnership Merger, subject to the Development Board's right to withdraw,
modify or amend such recommendation if the Development Board or Special
Committee determines in good faith, after receipt of the advice of its outside
counsel, that such action is necessary for the Development Board to comply with
its fiduciary duties under applicable law. The Partnership agrees to execute an
amendment to the Nominee Agreement, in the form previously provided, that will
allow, subject to the Centex Stockholder Approval, for the termination of the
Nominee Agreement in all respects without effectuation of a Detachment (as
defined in the Nominee Agreement) or distribution of the Deposited Securities
(as defined in the Nominee Agreement). The Financial Advisor has delivered to
the Special Committee and the Development Board its Fairness Opinion to the
effect that, as of the date of such opinion, the Transaction, including the
Merger Consideration, is fair to the holders of the beneficial interest in the
Stockholder Warrants from a financial point of view.

                                   ARTICLE II
                            LIMITED PARTNER CONSENTS

         SECTION 2.1 Limited Partner Consents. In accordance with Sections
17-211 and 17-302 of the Act, as promptly as practicable (i) Development, in its
capacity as general partner of the Partnership, will submit this Agreement to
the sole limited partner of the Partnership, Centex Homes, for its approval by
written consent, and (ii) Centex Homes, in its capacity as general partner of
Acquirer, will submit this Agreement to the other limited partner of Acquirer,
CREC, for its approval by written consent.

                                  ARTICLE III
    NO DISSENTERS' RIGHTS; PAYMENT FOR STOCKHOLDER WARRANTS; RELATED MATTERS

         SECTION 3.1 No Dissenters' Rights. Pursuant to the provisions of Act,
the agreements governing the Stockholder Warrants and the Nominee Agreement, the
holders of the beneficial interest in the Stockholder Warrants do not have any
dissenters' rights or rights of appraisal as a result of the Partnership Merger
and, upon effectiveness of the Partnership Merger, shall be entitled to receive
only the Merger Consideration.

         SECTION 3.2 Payment for Warrants.

         (a) Prior to the Effective Time, Centex will engage a paying agent (the
"PAYING AGENT") for the payment of the Merger Consideration upon consummation of
the Partnership Merger. Promptly following the Effective Time, Centex shall
cause the Surviving Partnership to provide to the Paying Agent cash in an amount
sufficient to pay the Merger Consideration pursuant to Section 1.8. All of the
fees and expenses of the Paying Agent shall be borne by the Surviving
Partnership.

                                       6


         (b) As soon as practicable after the Effective Time, the Paying Agent
shall cause to be delivered to each beneficial holder of the Stockholder
Warrants (as determined by such holder's status as a record holder of Centex
Common Stock) immediately prior to the Effective Time a check in the amount to
which such holder is entitled, after giving effect to any required tax
withholdings.

         (c) No payment of Merger Consideration can be paid to an owner of the
Stockholder Warrants which is not registered in the transfer records of the
Partnership, unless such holder notifies Centex in writing prior to the
Effective Time and such notice is accompanied by all documents required by the
Partnership and the transfer agent, as the case may be, to evidence and effect a
transfer of ownership in the transfer records of the Partnership prior to the
Effective Time.

         (d) From and after the Effective Time there shall be no transfers on
the transfer books of the Surviving Partnership of the Stockholder Warrants that
were outstanding immediately prior to the Effective Time.

         (e) The Merger Consideration paid in accordance with the terms of this
Article III shall be deemed to have been paid and issued in full satisfaction of
all rights pertaining to the Stockholder Warrants.

                                   ARTICLE IV
                REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP

         The Partnership represents and warrants to Centex and Acquirer as
follows:

         SECTION 4.1 Partnership Existence and Power. The Partnership is a
limited partnership duly organized, validly existing and in good standing under
the laws of the State of Delaware, and has full power to carry on its business
as presently conducted. The Partnership is duly qualified to do business as a
foreign limited partnership and is in good standing in each jurisdiction where
the character of the property owned or leased by it or the nature of its
activities makes such qualification necessary, except where the failure to be so
qualified or in good standing, individually or in the aggregate, would not have
a Partnership Material Adverse Effect.

         As used herein, the term "PARTNERSHIP MATERIAL ADVERSE EFFECT" shall
mean any adverse change, effect, event, occurrence or state of facts (a)
affecting the financial condition, business, assets, properties, operations or
results of operations of the Partnership or any of its Subsidiaries which is
material to the Partnership and its Subsidiaries, taken as a whole, or (b) which
would prevent or materially impair the Partnership from consummating the
Partnership Merger, which has occurred or would reasonably be expected to occur
as a result of any such change, effect, event, occurrence or state of facts.

         SECTION 4.2 Authorization; Approvals. Development has the requisite
corporate power and authority to execute and deliver this Agreement on behalf of
the Partnership and, subject to the Limited Partner Approval (as defined in
Section 4.15 below) of this Agreement, as required by applicable law, to
consummate the Partnership Merger. The execution, delivery and performance of
this Agreement by the Partnership and the consummation by the Partnership of the
Partnership Merger have been duly authorized by all necessary action on the part
of

                                       7


Development, and, except for the Limited Partner Approval, no other action on
the part of the Partnership is necessary to authorize the consummation of the
Partnership Merger. This Agreement has been duly executed and delivered by
Development on behalf of the Partnership and, assuming that this Agreement
constitutes a valid and binding obligation of Centex and Acquirer, this
Agreement constitutes a valid and binding obligation of the Partnership,
enforceable against the Partnership in accordance with its terms, except to the
extent that its enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other laws affecting the enforcement
of creditors' rights generally or by general equitable or fiduciary principles.

         SECTION 4.3 Governmental Authorization. To the Knowledge of the
Partnership, the execution, delivery and performance by the Partnership of this
Agreement and the consummation by the Partnership of the Partnership Merger
require no action by or in respect of, or filing with, any federal, state or
local governmental authority, or any court, administrative or regulatory agency
or commission or other governmental authority or agency, (each, a "GOVERNMENTAL
ENTITY"), other than, if any, (a) the filing of (i) the Certificate of Merger in
accordance with the Act and (ii) appropriate documents with the relevant
authorities of other states or jurisdictions in which the Partnership or any of
its Subsidiaries is qualified to do business; (b) compliance with any applicable
requirements of the New York Stock Exchange ("NYSE"); (c) compliance with any
applicable requirements of the London Stock Exchange ("LSE"); (d) compliance
with any applicable requirements of the Securities Act of 1933, as amended, and
the rules and regulations promulgated thereunder (the "SECURITIES ACT") and the
Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder (the "EXCHANGE ACT"); (e) such as may be required under
any applicable state securities or blue sky laws or state takeover laws; and (f)
such other consents, approvals, actions, orders, authorizations, registrations,
declarations and filings which, if not obtained or made, would not, individually
or in the aggregate, have a Partnership Material Adverse Effect (the filings and
authorizations referred to in clauses (a) through (f) being referred to
collectively as the "PARTNERSHIP REQUIRED GOVERNMENTAL CONSENTS").

         SECTION 4.4 Non-Contravention. The execution, delivery and performance
by Development, on behalf of the Partnership, of this Agreement and the
consummation by the Partnership of the Partnership Merger do not and will not
(a) contravene or conflict with the Partnership's certificate of limited
partnership or agreement of limited partnership, (b) assuming that all of the
Partnership Required Governmental Consents are obtained, contravene or conflict
with or constitute a violation of any provision of any law, regulation,
judgment, injunction, order or decree binding upon or applicable to the
Partnership, (c) to the Knowledge of the Partnership constitute a default under
or give rise to a right of termination, cancellation or acceleration (with or
without due notice or lapse of time or both) of any right or obligation of the
Partnership or to a loss of any benefit or status to which the Partnership is
entitled under any provision of any contract or other instrument binding upon
the Partnership (other than any note, mortgage, indenture or loan agreement or
similar instrument made or given by the Partnership or its Subsidiaries) or any
license, franchise, permit or other similar authorization held by the
Partnership or (d) to the Knowledge of the Partnership result in the creation or
imposition of any Lien (as defined below) on any asset of the Partnership, other
than, in the case of each of (b), (c) and (d), any such items that would not,
individually or in the aggregate, have a Partnership Material Adverse Effect.

                                       8


         As used in this Agreement, "LIEN" means any mortgage, lien, pledge,
charge, claim, security interest or encumbrance of any kind; provided, however,
that the term "LIEN" shall not include (i) liens for water and sewer charges and
current taxes, assessments and other governmental levies, fees or charges not
yet due and payable or being contested in good faith, (ii) landlords',
mechanics', carriers', workers', repairers', materialmen's, warehousemen's and
similar liens, (iii) purchase money liens and liens securing rental payments
under capital lease arrangements and (iv) liens or imperfections on property
which do not materially detract from the value or the existing use of the
property affected by such lien or imperfection.

         SECTION 4.5 Capitalization.

         (a) There were, as of the close of business on the date hereof, (i) a
1% general partner interest held by Development and (ii) a 99% limited partner
interest consisting of 32,260 Class A LP Units and 211,142 Class C LP Units
outstanding and held by Centex Homes; no Class B LP Units are outstanding. The
Partnership's second amended agreement of limited partnership authorizes the
general partner of the partnership to cause the Partnership to issue additional
LP Units or series or classes of LP Units or other security from time to time,
upon the consent of a majority of the outstanding LP Units. All outstanding
partnership units of the Partnership are duly authorized, validly issued, fully
paid and not subject to or issued in violation of any purchase option, call
option, right of first refusal, preemptive right, subscription right or any
similar right under any provision of the Act, the Partnership's certificate of
limited partnership, the Partnership's agreement of limited partnership or any
contract to which the Partnership is a party or otherwise bound.

         (b) As of the date hereof, except for the Stockholder Warrants and the
Centex Warrants and as described in Section 4.5(a) herein, there are no
outstanding (i) partnership units or other voting securities of the Partnership,
(ii) securities of the Partnership convertible into or exchangeable for
partnership units or voting securities of the Partnership or (iii) options or
other rights to acquire from the Partnership, or obligations of the Partnership
to issue, any partnership units, voting securities or securities convertible
into or exchangeable for partnership units or voting securities of the
Partnership. There are no outstanding obligations of the Partnership or any of
its Subsidiaries to repurchase, redeem or otherwise acquire any LP Units or GP
Units or other partnership units of the Partnership or any of its Subsidiaries
or to provide funds to make any investment (in the form of a loan, capital
contribution or otherwise) in any Subsidiary of the Partnership or other entity,
other than loans to Subsidiaries in the ordinary course of business.

         SECTION 4.6 Subsidiaries.

         (a) Each Subsidiary of the Partnership is an entity duly organized,
validly existing and in good standing under the laws of its state or country of
organization, and has all powers required to carry on its business as now
conducted, except where the failure to be so organized or in such existence or
standing or have such powers, individually or in the aggregate, would not have a
Partnership Material Adverse Effect. Each Subsidiary of the Partnership is duly
qualified to do business as a foreign entity and is in good standing in each
jurisdiction where the character of the property owned or leased by it or the
nature of its activities makes such qualification necessary, except where the
failure to be so qualified, individually or in the aggregate, would not have a
Partnership Material Adverse Effect.

                                       9


         (b) All of the outstanding shares of capital stock of, or other
ownership interest in, each Subsidiary of the Partnership, have been duly
authorized and validly issued and all of the outstanding shares of capital stock
of each Subsidiary that is a corporation are fully paid and nonassessable. All
of the outstanding capital stock or other ownership interest which is owned,
directly or indirectly, by the Partnership in each of its Subsidiaries is owned
free and clear of any Lien and, with respect to corporate Subsidiaries, free of
any other limitation or restriction, including any limitation or restriction on
the right to vote, sell or otherwise dispose of such capital stock or other
ownership interest (other than any of such under the Securities Act or any state
or foreign securities laws) (provided that restrictions on these rights with
respect to non-corporate subsidiaries would not have a Partnership Material
Adverse Effect). There are no outstanding (i) securities of the Partnership or
any of its Subsidiaries convertible into or exchangeable or exercisable for
shares of capital stock or other voting securities or ownership interests in any
Subsidiary of the Partnership, (ii) options, warrants or other rights to acquire
from the Partnership or any of its Subsidiaries, or obligations of the
Partnership or any of its Subsidiaries to issue, any capital stock, voting
securities or other ownership interests in, or any securities convertible into
or exchangeable or exercisable for any capital stock, voting securities or
ownership interests in, any Subsidiary of the Partnership or (iii) obligations
of the Partnership or any of its Subsidiaries to repurchase, redeem or otherwise
acquire any outstanding securities of any Subsidiary of the Partnership or any
capital stock of, or other ownership interests in, any Subsidiary of the
Partnership. There are no other persons in which the Partnership owns, of record
or beneficially, any direct or indirect equity or similar interest or any right
(contingent or otherwise) to acquire the same.

         (c) The execution, delivery and performance by Development, on behalf
of the Partnership, of this Agreement and the consummation by the Partnership of
the Partnership Merger do not and will not (a) contravene or conflict with any
Subsidiary of the Partnership's articles of incorporation, by-laws or similar
governing document, (b) assuming that all of the Partnership Required
Governmental Consents are obtained, contravene or conflict with or constitute a
violation of any provision of any law, regulation, judgment, injunction, order
or decree binding upon or applicable to any Subsidiary of the Partnership, (c)
to the Knowledge of the Partnership, constitute a default under or give rise to
a right of termination, cancellation or acceleration (with or without due notice
or lapse of time or both) of any right or obligation of any Subsidiary of the
Partnership or to a loss of any benefit or status to which any Subsidiary of the
Partnership is entitled under any provision of any contract or other instrument
binding upon any Subsidiary of the Partnership (other than any note, mortgage,
indenture or loan agreement or similar instrument given by the Partnership or
its Subsidiaries) or any license, franchise, permit or other similar
authorization held by any Subsidiary of the Partnership or (d) to the Knowledge
of the Partnership, result in the creation or imposition of any Lien on any
asset of any Subsidiary of the Partnership, other than, in the case of each of
(b), (c) and (d), any such items that would not, individually or in the
aggregate, have a Partnership Material Adverse Effect.

         SECTION 4.7 Past SEC Documents; Undisclosed Liabilities. The
Partnership has filed, in a timely manner, all reports, filings, registration
statements and other documents required to be filed by it with the Securities
and Exchange Commission ("SEC") after January 1, 2000 and prior to the date of
this Agreement (collectively, the "PAST SEC DOCUMENTS"). As of its respective
filing date or as amended or supplemented prior to the date hereof, each Past
SEC Document, to the Knowledge of the Partnership, complied as to form in all
material respects with the applicable requirements of the Securities Act and/or
the Exchange Act, as the case may be

                                       10


and did not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary in order to make the
statements made therein, in light of the circumstances under which they were
made, not misleading. The consolidated financial statements of the Partnership
included in the Past SEC Documents, to the Knowledge of the Partnership, comply
as to form in all material respects with applicable accounting requirements and
the published rules and regulations of the SEC with respect thereto, have been
prepared in accordance with generally accepted accounting principles ("GAAP")
(except, in the case of unaudited statements, as permitted by Form 10-Q of the
SEC) applied on a consistent basis during the periods involved (except as may be
indicated in the notes thereto) and fairly present the consolidated financial
position of the Partnership and its consolidated Subsidiaries as of the dates
thereof and the consolidated results of their operations and cash flows for the
periods then ended (subject, in the case of unaudited statements, to normal
year-end audit adjustments). Except as set forth in the Past SEC Documents filed
and publicly available prior to the date hereof, to the Knowledge of the
Partnership, neither the Partnership nor any of its Subsidiaries has any
liabilities or obligations of any nature (whether accrued, absolute, contingent
or otherwise) required by GAAP to be set forth on a consolidated balance sheet
of the Partnership and its consolidated Subsidiaries or in the notes thereto and
that, individually or in the aggregate, could reasonably be expected to have a
Partnership Material Adverse Effect.

         SECTION 4.8 [Reserved].

         SECTION 4.9 Absence of Certain Changes. Since June 30, 2003, except as
otherwise expressly contemplated by this Agreement as disclosed or provided for
in the Past SEC Documents, to the Knowledge of the Partnership, the Partnership
and its Subsidiaries have conducted their business in the ordinary course
consistent with past practice and there has not been any damage, destruction or
other casualty loss (whether or not covered by insurance) or any action, event,
occurrence, development or state of circumstances or facts that, individually or
in the aggregate, would have a Partnership Material Adverse Effect. Since June
30, 2003, to the Partnership's Knowledge, neither the Partnership nor any of its
Subsidiaries has taken any action other than in the ordinary course of business
which, if taken after the date hereof, would constitute a breach of any
provision set forth in Section 6.1 hereof, except as disclosed or provided for
in the Past SEC Documents.

         SECTION 4.10 Litigation. As of the date of this Agreement except as
disclosed or provided for in the Past SEC Documents, (a) to the Knowledge of the
Partnership there are no pending or threatened actions, suits, claims,
litigation or other governmental or judicial proceedings or investigations or
arbitrations ("PROCEEDINGS") against the Partnership, its Subsidiaries or any of
their respective properties, assets or businesses, or, to the Knowledge of the
Partnership, any of the Partnership's or any of its Subsidiary's current or
former directors or officers (in their capacity as such) or any other person
whom the Partnership or any Subsidiary has agreed to indemnify (that would give
rise to the obligation of the Partnership to indemnify such person); and (b) to
the Knowledge of the Partnership, there are no outstanding orders, judgments,
injunctions, awards or decrees of any Governmental Entity ("ORDERS") against the
Partnership, its Subsidiaries, any of their respective properties, assets or
businesses, or, to the Knowledge of the Partnership, any of the Partnership's or
its Subsidiaries' current or former directors (in their capacity as such) or
officers or any other person whom the Partnership or any Subsidiary has agreed
to indemnify (that would give rise to the obligation of the Partnership to

                                       11


indemnify such person), except where such Proceedings or Orders, individually or
in the aggregate, would not have a Partnership Material Adverse Effect.

         SECTION 4.11 [Reserved].

         SECTION 4.12 Compliance with Laws; Licenses, Permits and Registrations.

         (a) To the Knowledge of the Partnership, neither the Partnership nor
any of its Subsidiaries is in violation of, or has violated, any applicable
provisions of any laws, statutes, ordinances, regulations, judgments,
injunctions, orders or consent decrees (including, without limitation, any laws,
statutes, ordinances, regulations, judgments, injunctions, orders or consent
decrees relating to pollution, protection of human health, safety or the
environment (collectively, "ENVIRONMENTAL LAWS")), except for any such
violations which, individually or in the aggregate, would not have a Partnership
Material Adverse Effect.

         (b) To the Knowledge of the Partnership, each of the Partnership and
its Subsidiaries has all permits, licenses, approvals, authorizations of and
registrations with and under all federal, state, local and foreign laws
(including, without limitation, under any Environmental Law), and from all
Governmental Entities required by the Partnership and its Subsidiaries to carry
on their respective businesses as currently conducted, except where the failure
to have any such permits, licenses, approvals, authorizations or registrations,
individually or in the aggregate, would not have a Partnership Material Adverse
Effect.

         SECTION 4.13 Contracts. Each material lease, license, contract,
agreement or other similar obligation to which the Partnership or any of its
Subsidiaries is a party or by which any of them or any of their properties may
be bound, to the Knowledge of the Partnership, is valid, binding and enforceable
and in full force and effect with respect to the Partnership or its Subsidiaries
and, to the Knowledge of the Partnership, with respect to the other parties
thereto, except where the failure thereof would not have a Partnership Material
Adverse Effect, and there are no existing defaults thereunder with respect to
the Partnership or any of its Subsidiaries or, to the Partnership's Knowledge,
the other parties thereto, except for those defaults that would not have a
Partnership Material Adverse Effect. Other than any agreement among only the
Partnership and one or more of its wholly-owned Subsidiaries, neither the
Partnership nor any of its Subsidiaries is a party to any agreement that
materially limits the ability of the Partnership or any of its Subsidiaries to
compete in or conduct any material line of its business or compete with any
person or in any geographic area or during any period of time.

         SECTION 4.14 Properties. To the Knowledge of the Partnership, the
Partnership and its Subsidiaries own fee simple title to or have a valid
leasehold interest in each of their real properties (the "PARTNERSHIP
PROPERTIES"), free and clear of liens, mortgages or deeds of trust, claims
against title, charges which are liens, security interests or other encumbrances
on title, and the Partnership Properties are not subject to any rights of way,
written agreements, laws, ordinances and regulations affecting building use or
occupancy, or reservations of an interest in title (collectively, "PROPERTY
RESTRICTIONS"), except for, if any, (i) real estate taxes and special
assessments, (ii) inchoate liens imposed for construction work in progress
incurred in the ordinary course of business (iii) real property liens and other
encumbrances of record recorded in the appropriate county or counties where the
property is located; or (iv) Property Restrictions imposed or promulgated by law
or any governmental body or authority with respect to real property, including
zoning regulations, that do not (a) materially adversely affect the current use

                                       12


of the property, (b) materially detract from the value of or materially
interfere with the current use of the property, or (c) materially detract from
the value of or materially interfere with the planned use of any land held for
development or properties being developed or expanded.

         SECTION 4.15 Required Vote; Board Approval. The affirmative vote of
Development, as holder of the GP Units, (the "GENERAL PARTNER APPROVAL") and the
affirmative vote of Centex Homes, as holder of a majority of both the Class A LP
Units and the Class C LP Units (the "LIMITED PARTNER APPROVAL") is the only vote
of any class or series of partnership units of the Partnership required by law,
rule or regulation or the certificate of limited partnership or the agreement of
limited partnership of the Partnership to approve this Agreement and the
Partnership Merger. Pursuant to Section 1.11, the Partnership has obtained the
General Partner Approval to this Agreement and the Partnership Merger.

         SECTION 4.16 [Reserved].

         SECTION 4.17 Finders' Fees. Except for the Financial Advisor, the fees
of which will be paid by the Partnership, in connection with this Agreement, the
Partnership Merger and the transactions contemplated hereby based upon
arrangements made by or on behalf of the Partnership, no investment banker,
broker, finder or other such intermediary has been retained by, or is authorized
to act on behalf of, the Partnership or is entitled to any fee or commission
from the Partnership.

         SECTION 4.18 Opinion of the Financial Advisor. The Special Committee
and the Development Board have received the Fairness Opinion from the Financial
Advisor, to the effect that, as of the date of such opinion, the Transaction,
including the Merger Consideration, is fair to the holders of the beneficial
interest in the Stockholder Warrants from a financial point of view. A signed
copy of the Fairness Opinion has been delivered to Acquirer. The Partnership
hereby represents and warrants that it has been authorized by the Financial
Advisor to permit the inclusion of the Fairness Opinion and references thereto
in any required SEC filings. Other than the fee payable to the Financial Advisor
in connection with the Fairness Opinion, the Closing of the Partnership Merger
and the reimbursement and indemnification obligations of the Partnership to the
Financial Advisor related to the Fairness Opinion, neither Development, the
Partnership nor Development's directors has any continuing obligation to the
Financial Advisor with respect to the transactions contemplated hereby.

         SECTION 4.19 [Reserved].

                                   ARTICLE V
              REPRESENTATIONS AND WARRANTIES OF CENTEX AND ACQUIRER

         Centex and Acquirer represent and warrant to the Partnership as
follows:

         SECTION 5.1 Corporate/Partnership Existence and Power. Centex is a
corporation duly incorporated, validly existing and in good standing under the
laws of the State of Nevada and has all full corporate power required to conduct
its business as presently conducted. Acquirer is a limited partnership duly
organized, validly existing and in good standing under the laws of the State of
Delaware, and has full power to carry on its business as presently conducted.
Since the date of its incorporation, Acquirer has not engaged in any activities
other than in connection with or as contemplated by this Agreement.

                                       13


         SECTION 5.2 Authorization; Approvals. Centex and Acquirer each have the
requisite power and authority to execute and deliver this Agreement and, subject
to the approval of Centex Homes and CREC, as the limited partners of Acquirer,
consummate the Partnership Merger. The execution, delivery and performance by
Centex and Acquirer of this Agreement and the consummation by Centex and
Acquirer of the Partnership Merger have been duly authorized by all necessary
action and no other action on the part of Centex or Acquirer is necessary to
authorize the consummation of the Partnership Merger other than the Centex
Stockholder Approval and the approval of Centex Homes and CREC. This Agreement
has been duly and validly executed and delivered by Centex and Acquirer and,
assuming that this Agreement constitutes the valid and binding obligation of the
Partnership, this Agreement constitutes a valid and binding agreement of each of
Centex and Acquirer, enforceable in accordance with its terms, except to the
extent that its enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other laws affecting the enforcement
of creditors' rights generally or by general equitable or fiduciary principles.

         SECTION 5.3 Governmental Authorization. The execution, delivery and
performance by Centex and Acquirer of this Agreement and the consummation by
Centex and Acquirer of the Partnership Merger requires no action by or in
respect of, or filing with, any Governmental Entity, other than (a) those set
forth in clauses (a) through (f) of Section 4.3 and (b) such other consents,
approvals, actions, orders, authorizations, registrations, declarations and
filings which, if not obtained or made, would not, individually or in the
aggregate, have a Centex Material Adverse Effect (the filings and authorizations
referred to in clauses (a) and (b) being referred to collectively as the "CENTEX
REQUIRED GOVERNMENTAL CONSENTS").

         As used herein, the term "CENTEX MATERIAL ADVERSE EFFECT" shall mean
any adverse change, effect, event, occurrence or state of facts resulting in a
material adverse change in the ability of Centex to consummate the Partnership
Merger and other transactions contemplated by this Agreement, which has occurred
or would reasonably be expected to occur as a result of any such change, effect,
event, occurrence or state of facts.

         SECTION 5.4 Non-Contravention. The execution, delivery and performance
by Centex and Acquirer of this Agreement and the consummation by Centex and
Acquirer of the Partnership Merger do not and will not (a) contravene or
conflict with the articles of incorporation or by-laws of Centex or the
certificate of limited partnership or agreement of limited partnership of
Acquirer, (b) assuming that all of the Centex Required Governmental Consents are
obtained, contravene or conflict with or constitute a violation of any provision
of any law, regulation, judgment, injunction, order or decree binding upon or
applicable to Centex or Acquirer, (c) constitute a default under or give rise to
a right of termination, cancellation or acceleration (with or without due notice
or lapse of time or both) of any right or obligation of Centex or Acquirer or to
a loss of any benefit or status to which Centex or Acquirer is entitled under
any provision of any agreement, contract or other instrument binding upon Centex
or Acquirer or any license, franchise, permit or other similar authorization
held by Centex or Acquirer or (d) result in the creation or imposition of any
Lien on any asset of the Centex or Acquirer other than, in the case of each of
(b), (c) and (d), any such items that would not, individually or in the
aggregate, have a Centex Material Adverse Effect.

         SECTION 5.5 Information in Securities Filings. All documents required
to be filed by Centex or Acquirer with the SEC in connection with the
Partnership Merger, if any, or any supplement or amendment to any such filings,
will not, at the respective times when such are

                                       14


filed with the SEC and/or are first published, as the case may be, and at the
Effective Time, in each case, contain any untrue statement of a material fact or
omit to state any material fact necessary in order to make the statements made
therein, in light of the circumstances under which they are made, not
misleading. The representations and warranties contained in this Section 5.5
will not apply to statements or omissions included in any such filings based
upon information furnished in writing by or on behalf of the Partnership.

         SECTION 5.6 Finders' Fees. There is no investment banker, broker,
finder or other intermediary who is entitled to any fee or commission from
Centex or any of its affiliates in connection with the Partnership Merger and
the transactions contemplated hereby based upon arrangements made by or on
behalf of Centex or Acquirer.

                                   ARTICLE VI
                                    COVENANTS

         SECTION 6.1 Conduct of Business of the Partnership. Except as expressly
provided in this Agreement or except with the prior consent of Centex from the
date of this Agreement to the Effective Time or the earlier termination of this
Agreement, the Partnership shall, and shall cause each of its Subsidiaries to,
conduct its business in the usual, regular and ordinary course in substantially
the same manner as previously conducted or proposed to be conducted and use all
reasonable efforts to preserve intact its current business organization, and
keep its relationships with customers, suppliers, licensors, licensees,
distributors and others having business dealings with them to the end that its
goodwill and ongoing business shall be unimpaired at the Effective Time. In
addition, and without limiting the generality of the foregoing, until the
Effective Time or the earlier termination of this Agreement the Partnership will
not, and will not permit any of its Subsidiaries to, without the prior consent
of Centex:

         (a) declare, set aside or pay any dividends on, or make any other
distributions in respect of, any of its partnership units or other securities;

         (b) split, combine, recapitalize or reclassify any of its partnership
units or issue or authorize the issuance of any other securities in respect of,
in lieu of or in substitution for, its partnership units;

         (c) purchase, redeem or otherwise acquire any partnership interest,
shares of capital stock or other ownership interest of the Partnership or any of
its Subsidiaries or any other securities thereof or any rights, warrants or
options to acquire any such partnership units or other securities;

         (d) authorize for issuance, issue, deliver, sell, pledge or otherwise
encumber any of its partnership units or other securities of any of its
Subsidiaries, any other voting securities or any securities convertible into, or
any rights, warrants or options to acquire, any such partnership units, voting
securities or convertible securities or any other securities or equity
equivalents (including without limitation stock appreciation rights);

         (e) amend its certificate or articles of incorporation, certificate of
limited partnership, agreement of limited partnership, by-laws or other
comparable organizational documents;

         (f) adopt resolutions providing for or authorizing a liquidation or a
dissolution, except as part of a Transaction Proposal (as defined in Section 6.3
below); or

                                       15


         (g) authorize any of, or commit or agree to take any of, the foregoing
actions.

         SECTION 6.2 Indemnification and Insurance.

         (a) From and after the Effective Time for six (6) years, Centex and the
Surviving Partnership shall indemnify each present and former director and
officer of Development, including without limitation members of the Special
Committee ("INDEMNIFIED PARTIES"), against any costs or expenses (including
reasonable attorneys' fees), judgments, fines, losses, claims, damages,
penalties or liabilities (collectively, "COSTS") incurred in connection with any
claim, action, suit, proceeding or investigation, whether civil, criminal,
administrative or investigative, arising out of or pertaining to matters
existing or occurring at or prior to the Effective Time, whether asserted or
claimed prior to, at or after the Effective Time, to the fullest extent
permitted by law, and shall, in connection with defending against any action for
which indemnification is available hereunder, either advance expenses to, or
promptly reimburse such Indemnified Parties from time to time upon receipt of
sufficient supporting documentation, for any reasonable costs and expenses
reasonably incurred by such Indemnified Parties; provided that such advancement
or reimbursement shall be conditioned upon such Indemnified Parties' agreement
promptly to return such amounts if (i) a court of competent jurisdiction through
a final nonappealable order shall ultimately determine that indemnification of
such Indemnified Parties is prohibited by applicable law, and (ii) Centex and
the Surviving Partnership have made commercially reasonable good faith efforts
to collect such expenses under the officers' and directors' liability insurance
required by Section 6.2(c), and such efforts are not successful. The foregoing
rights shall be in addition to any rights to which any Indemnified Party may be
entitled by reason of the agreement of limited partnership or the certificate of
limited partnership of the Partnership or the by-laws or articles of
incorporation of any of its Subsidiaries, any contract and/or any applicable
law.

         (b) All rights to indemnification and all limitations on liability
existing in favor of any Indemnified Parties as provided in the Partnership's
certificate of limited partnership or partnership agreement, as in effect as of
the date hereof, to the extent relating to acts or omissions occurring prior to
the Effective Time, shall continue in full force and effect in accordance with
their terms from and after the Effective Time. The certificate of limited
partnership and partnership agreement of the Surviving Partnership following the
Effective Time shall contain the provisions with respect to indemnification and
limitations on liability set forth in the Partnership's certificate of limited
partnership or partnership agreement on the date hereof, which provisions, to
the extent relating to acts or omissions occurring on or prior to the Effective
Time, shall not be amended, repealed or otherwise modified in any manner that
would adversely affect the rights thereunder of the Indemnified Parties, unless,
and only to the extent, such modification is required by applicable law.

         (c) For six (6) years after the Effective Time, Centex shall provide
officers' and directors' liability insurance in respect of acts or omissions
occurring prior to the Effective Time covering each person currently covered by
the Development's officers' and directors' liability insurance policy on terms
and with respect to coverage and amount not less favorable than those of such
policy in effect on the date hereof (whether through existing policies (and
extensions thereof) or other policies obtained for Centex generally). For the
period after the date that is six (6) years after the Effective Time, Centex
shall provide to each person currently covered by Development's officers' and
directors' liability insurance policy not less than the same officers' and
directors' liability insurance coverage in respect of acts or omissions
occurring prior to the

                                       16


Effective Time as Centex provides with respect to former directors and officers
of Centex generally.

         (d) The obligations of Centex and the Surviving Partnership under this
Section 6.2 shall not be terminated or modified in such a manner as to adversely
affect any Indemnified Party to whom this Section applies without the written
consent of such affected Indemnified Party, it is being expressly agreed that
this Section 6.2 shall survive the termination of this Agreement. The rights of
each Indemnified Party under this Section 6.2 shall be in addition to any rights
such Person may have under the Partnership's certificate of limited partnership
or partnership agreement, or under the Act or any other applicable law or under
any agreement of any Indemnified Party with the Partnership. All rights to
indemnification and all limitations on liability existing in favor of any
Indemnified Party as provided in an agreement between any Indemnified Party and
the Partnership as in effect as of the date hereof shall continue in full force
and effect in accordance with their terms after the Effective Time.

         (e) If the Surviving Partnership (i) consolidates with or merges into
any other Person and shall not be the continuing or the surviving partnership or
entity of such consolidation or merger, or (ii) transfers or conveys all or
substantially all of its assets or capital securities to any Person, then, and
in each such case, proper provision shall be made with respect to the
obligations set forth in this Section 6.2 so that such obligations of the
Surviving Partnership are performed in accordance with their terms in such
event.

         SECTION 6.3 Other Proposals.

         (a) From and after the date of this Agreement until the termination of
this Agreement, neither Development, the Partnership, any of its Subsidiaries,
nor any of their respective officers, directors, employees, representatives,
agents or affiliates (including, without limitation, any investment banker,
attorney or accountant retained by Development, the Partnership or any of its
Subsidiaries or affiliates) (collectively, "RESPONSIBLE PARTIES") will directly
or indirectly initiate, solicit or knowingly encourage (including by way of
furnishing non-public information or assistance), or take any other action to
facilitate knowingly, any inquiries or the making of any proposal that
constitutes, or may reasonably be expected to lead to any Transaction Proposal,
or enter into or maintain or continue discussions or negotiate with any
individual, corporation, partnership, joint venture, association, trust,
unincorporated organization or other entity ("PERSON") in furtherance of such
inquiries or to obtain a Transaction Proposal or agree to or endorse any
Transaction Proposal or authorize or permit any Responsible Party to take any
such action; provided, however, that nothing contained in this Agreement shall
prohibit the Development Board or the Special Committee from, prior to the
Centex Stockholder Approval, but subject to compliance with the remaining
provisions of this Section 6.3: (i) furnishing information (other than any
non-public information relating to the terms or structure of the transactions
contemplated by this Agreement) to or entering into discussions or negotiations
with any Person that makes a bona fide Transaction Proposal which was not
directly or indirectly solicited in violation of this Section 6.3 only to the
extent that: (1) the Development Board or Special Committee, after consultation
with its financial advisors and after receipt of advice from outside legal
counsel, determines in good faith that such action is necessary for the Board to
comply with its fiduciary duties to the Partnership's limited partners and, to
the extent of any duties, to the Partnership's warrant holders, in each case
under applicable law and (2) prior to taking such action the Partnership
provides prompt notice to Acquirer to the effect that it is furnishing such
information to or entering into discussions or negotiations with such Person and

                                       17


receives from such Person an executed confidentiality agreement; (ii) failing to
make or withdrawing or modifying its recommendation referred to in Section 1.11
if there exists a Transaction Proposal and the Development Board or Special
Committee, after consultation with its financial advisors and after receipt of
advice from outside legal counsel, determines in good faith that such action is
necessary for the Development Board to comply with its fiduciary duties to the
Partnership's limited partners and, to the extent of any duties, to the
Partnership's warrant holders, in each case under applicable law in connection
with such Transaction Proposal; or (iii) making to the Partnership's partners
any recommendation and related filing with the SEC as required by Rule 14e-2 and
14d-9 under the Exchange Act, with respect to any Transaction Proposal, or
taking any other legally required action with respect to such Transaction
Proposal (including, without limitation, the making of public disclosures as may
be necessary or reasonably advisable under applicable securities laws) if the
Development Board or the Special Committee, after consultation with their
financial advisors and receipt of advice from independent outside legal counsel,
determines in good faith that such action is necessary for the Development Board
to comply with its fiduciary duties to Partnership's limited partners and, to
the extent of any duties, to the Partnership's warrant holders, in each case
under applicable law. Consistent with the foregoing provisions of this Section
6.3, the Partnership shall immediately cease and terminate any currently
existing solicitation, initiation, encouragement, activity, discussion or
negotiation with any Person conducted heretofore by the Partnership or any
Responsible Parties with respect to the foregoing. The Partnership agrees not to
release any third party from, or waive any provisions of, any standstill
agreement to which it is a party or any confidentiality agreement between it and
another Person who has made, or who may reasonably be considered likely to make,
a Transaction Proposal. In the event of an exercise of the Partnership's or the
Development Board's rights under clauses (i), (ii) or (iii) above and subject to
compliance with this Section 6.3, notwithstanding anything contained in this
Agreement to the contrary, such exercise of rights shall not constitute a breach
of this Agreement by the Partnership.

         For purposes of this Agreement "TRANSACTION PROPOSAL" shall mean any of
the following (other than the transactions between the Partnership, Acquirer and
Centex contemplated by this Agreement) involving the Partnership or any of its
Subsidiaries: (i) any merger, consolidation, share exchange, recapitalization,
business combination or other similar transaction; (ii) except in the ordinary
course of business, any sale, lease, exchange, mortgage, pledge, transfer or
other disposition of 20% or more of the assets of the Partnership and its
Subsidiaries, taken as a whole, in a single transaction or series of related
transactions; (iii) any tender offer or exchange offer for, or the acquisition
of (or right to acquire) "beneficial ownership" by any person, "group" or entity
(as such terms are defined under Section 13(d) of the Exchange Act), of 20% or
more of the outstanding partnership units of the Partnership or the filing of a
registration statement under the Securities Act in connection therewith; or (iv)
any public announcement of a proposal, plan or intention to do any of the
foregoing or any agreement to engage in any of the foregoing or
recapitalization, liquidation, dissolution or similar transaction involving the
Partnership or any of its Subsidiaries.

         (b) Prior to the Development Board or Special Committee withdrawing or
modifying its approval or recommendation of this Agreement or the Partnership
Merger, or approving or recommending a Transaction Proposal, or entering into an
agreement with respect to a Transaction Proposal, the Partnership shall provide
Acquirer with a written notice (a "NOTICE OF TRANSACTION PROPOSAL") advising
Acquirer of the Transaction Proposal, specifying the material

                                       18


terms and conditions of such Transaction Proposal, identifying the person making
such Transaction Proposal, and specifying that the Development Board or the
Special Committee has reasonably determined that such Transaction Proposal, if
consummated, would constitute a Superior Transaction; provided, however, that
neither Development, the Partnership nor any Subsidiary shall enter into an
agreement with respect to a Superior Transaction until 72 hours after the Notice
of Transaction Proposal with respect to a given Transaction Proposal was
received by Acquirer.

         For purposes of this Agreement, "SUPERIOR TRANSACTION" means a
Transaction Proposal made in writing by a Third Party (a) that provides for (i)
a Transaction Proposal that would substitute for the Merger and the Holding
Merger, and (ii) (1) the repayment (as a condition to the closing of such
transaction) by the Partnership, Holding or their designees of all sums owed by
the Partnership and its subsidiaries to Centex and its subsidiaries, including
debt, unpaid distributions and capital, (2) the release of Centex and its
subsidiaries from guarantees and other credit enhancements for the Partnership
and its subsidiaries, and (3) the termination of the Nominee Agreement on terms
acceptable to Centex in its sole and absolute discretion, and (b) the terms and
conditions of which (including the amount and value of the consideration to be
received) are reasonably determined by the Development Board or the Special
Committee to be, when taken in their entirety, more favorable to the Partnership
for the holders of the beneficial interest in the Stockholder Warrants than the
terms and conditions set forth in this Agreement (or the terms of an offer of
Acquirer, if any, made to the Partnership in response to a Notice of Transaction
Proposal).

         For purposes of this Agreement, "THIRD PARTY" means a Person who is not
Centex or its subsidiaries.

         SECTION 6.4 Public Announcements. Neither Acquirer nor Centex, on the
one hand, nor the Partnership, on the other hand, will issue any press release
or public statement with respect to the Partnership Merger, without the other
party's prior consent, except as may be required by applicable law, court
process or by obligations pursuant to any listing agreement with, or rule of,
NYSE or LSE and, in any event, to the extent practicable, Centex, Acquirer and
the Partnership will consult with each other before issuing, and provide each
other with the opportunity to review and comment upon, any such press release or
other public statements with respect to the Partnership Merger. The parties
agree that the initial press release or releases to be issued with respect to
the Partnership Merger shall be mutually agreed upon prior to the issuance
thereof.

                                  ARTICLE VII
              CONDITIONS TO CONSUMMATION OF THE PARTNERSHIP MERGER

         SECTION 7.1 Conditions to Each Party's Obligation. The respective
obligations of each party to effect the Partnership Merger are subject to the
satisfaction or waiver, at or prior to the Effective Time, of the following
conditions:

         (a) A proposal to terminate the Nominee Agreement shall have received
the Centex Stockholder Approval;

         (b) All conditions to the Holding Merger set forth in the Holding
Merger Agreement shall have been satisfied or waived;

                                       19


         (c) All actions by or in respect of or filings with any Governmental
Entity required to permit the consummation of the Partnership Merger shall have
been obtained, except those that would not reasonably be expected to have a
material adverse effect on any party's ability to consummate the transactions
contemplated by this Agreement; and

         (d) No preliminary or permanent injunction or other order issued by any
federal or state court of competent jurisdiction in the United States
prohibiting the consummation of the Partnership Merger shall be in effect.

         SECTION 7.2 Conditions to Acquirer's and Centex's Obligation. The
obligation of Acquirer and Centex to effect the Partnership Merger is subject to
the satisfaction or waiver, at or prior to the Effective Time, of the following
conditions:

         (a) Acquirer shall have received the approval of Acquirer's limited
partners, Centex Homes and CREC, to this Agreement and the Partnership Merger;

         (b) The representations and warranties of the Partnership contained in
this Agreement (i) shall be true and correct in all material respects at and as
of the Closing Date, as if made at and as of the Closing Date, in each case
except as contemplated or permitted by this Agreement and (ii) with respect to
any representations or warranties not qualified by "Partnership Material Adverse
Effect," unless the inaccuracies under such representations and warranties not
so qualified, taken together in their entirety, do not in the aggregate result
in a Partnership Material Adverse Effect;

         (c) The Partnership shall have performed in all material respects the
obligations required to be performed by it under the Agreement at or prior to
the Closing Date;

         (d) There shall have occurred or taken place no adverse change, effect,
event, occurrence or state of facts (i) affecting the financial condition,
business, assets, properties, operations or results of operations of the
Partnership or any of its Subsidiaries which is material to the Partnership and
its Subsidiaries, taken as a whole, or (ii) which would prevent or materially
impair the Partnership from consummating the Partnership Merger, which has
occurred or would reasonably be expected to occur as a result of any such
change, effect, event, occurrence or state of facts, excluding in each case (1)
changes resulting from the announcement of the transactions described in this
Agreement or the identity of Centex or Acquirer or from the performance of this
Agreement and compliance with the covenants set forth herein and (2) any actions
required under this Agreement to obtain any approval or authorization under
applicable antitrust or competition laws for the consummation of the Partnership
Merger;

         (e) The holders of warrants of the Partnership shall not have any
dissenters' rights or rights of appraisal as a result of the Merger and, the
holders of the Stockholder Warrants shall be entitled to receive only the Merger
consideration; and

         (f) No state takeover or similar statute or regulation in any
jurisdiction in which the Partnership or any of its Subsidiaries do business
applies or purports to apply to the Partnership Merger or this Agreement.

                                       20


         SECTION 7.3 Conditions to the Partnership's Obligation. The obligation
of the Partnership to effect the Partnership Merger is subject to the
satisfaction or waiver, at or prior to the Effective Time, of the following
conditions:

         (a) The Partnership shall have received the Limited Partner Approval;

         (b) The representations and warranties of Centex and Acquirer contained
in this Agreement (i) shall be true and correct in all material respects at and
as of the Closing Date, as if made at and as of the Closing Date, in each case
except as contemplated or permitted by this Agreement and (ii) with respect to
any representations or warranties not qualified by "Centex Material Adverse
Effect," unless the inaccuracies under such representations and warranties not
so qualified, taken together in their entirety, do not in the aggregate result
in a Centex Material Adverse Effect;

         (c) Centex and Acquirer shall have each performed in all material
respects the obligations required to be performed by it under the Agreement at
or prior to the Closing Date;

         (d) Centex shall provide to the directors of Development
indemnification contracts executed by Centex containing indemnification
provisions substantially the same as those set forth in Section 6.2(a); and

         (e) The Fairness Opinion shall not have been withdrawn or adversely
modified by the Financial Advisor.


                                  ARTICLE VIII
                         TERMINATION; AMENDMENT; WAIVER

         SECTION 8.1 Termination. This Agreement may be terminated and the
Partnership Merger contemplated hereby may be abandoned at any time
notwithstanding approval thereof by the limited partners of the Partnership, but
prior to the Effective Time:

         (a) by mutual written consent of each of Acquirer and the Partnership;
or

         (b) by either Acquirer or the Partnership,

                  (i)      if any court of competent jurisdiction in the United
         States or other United States or State governmental body shall have
         issued an order, decree or ruling or taken any other action
         restraining, or otherwise prohibiting the Partnership Merger and such
         order, decree, ruling or other action shall have become final and
         non-appealable; or

                  (ii)     if the Partnership Merger shall not have occurred by
         March 31, 2004, unless the failure to consummate the Partnership Merger
         is the result of a material breach or failure to perform in any
         material respect of any covenant or other agreement contained in this
         Agreement by the party purporting to terminate this Agreement; or

         (c) by the Partnership,

                  (i)      substantially concurrently with its approval of a
         Transaction Proposal; provided that the Partnership has complied with
         all provisions of this Agreement,

                                       21


         including the notice provisions herein, and that it pays the Expenses
         as provided by and defined in Section 9.10 hereof; or

                  (ii)     in the event of a material breach or failure to
         perform in any material respect by Centex or Acquirer of any covenant
         or other agreement contained in this Agreement or in the event of a
         material breach of any representation or warranty of Centex or Acquirer
         in each case which cannot be or has not been cured within 15 days after
         the giving of written notice to Centex or Acquirer, and, with respect
         to any representations or warranties not qualified by "Centex Material
         Adverse Effect," unless the inaccuracies under such representations and
         warranties not so qualified, taken as a whole in their entirety, do not
         in the aggregate result in a Centex Material Adverse Effect; or

         (d) by Acquirer,

                  (i)      if the Partnership (1) enters into a definitive
         agreement or agreement in principle with any Person with respect to a
         Transaction Proposal or (2) withdraws or adversely modifies its
         approval of or recommendation of the Partnership Merger following the
         public announcement of a Transaction Proposal; or

                  (ii)     in the event of a material breach or failure to
         perform in any material respect by the Partnership of any covenant or
         other agreement contained in this Agreement or in the event of a
         material breach of any representation or warranty of the Partnership in
         each case which cannot be or has not been cured within 15 days after
         the giving of written notice to the Partnership, and, with respect to
         any representations or warranties not qualified by "Partnership
         Material Adverse Effect," unless the inaccuracies under such
         representations and warranties not so qualified, taken as a whole in
         their entirety, do not in the aggregate result in a Partnership
         Material Adverse Effect.

         SECTION 8.2 Effect of Termination. In the event of the termination and
abandonment of this Agreement pursuant to Section 8.1, this Agreement shall be
void and have no effect (except pursuant to Section 6.3, which shall survive
such termination), with no liability on the part of any party hereto or its
affiliates, directors, officers, stockholders or partners.

         SECTION 8.3 Amendment. Any provision of this Agreement may be amended
or waived prior to the Effective Time (whether before or after approval of
matters presented in connection with the Partnership Merger by the limited
partners of the Partnership) if, and only if, such amendment or waiver is in
writing and signed, in the case of an amendment, by the Partnership, Centex and
Acquirer or, in the case of a waiver, by the party against whom such waiver is
to be effective; provided that after the adoption of this Agreement by the
limited partners of the Partnership, no amendment shall become effective without
a vote of the limited partners approving such amendment if such limited partner
vote is required by applicable law in order to effect the proposed amendment.

         SECTION 8.4 Extension; Waiver. At any time prior to the Effective Time,
the parties may (i) extend the time for the performance of any of the
obligations or other acts of the other parties hereto, (ii) waive any
inaccuracies in the representations and warranties contained herein or in any
document, certificate or writing delivered pursuant hereto or (iii) waive
compliance with any of the agreements or conditions contained herein, except as
otherwise provided by law

                                       22


and except that the provisions of Section 6.2 hereof shall not be waived. Any
agreement on the part of any party to any such extension or waiver shall be
valid only if set forth in an instrument in writing on behalf of such party, and
if such extension or waiver has been approved by a majority of the members of
the Special Committee.

                                   ARTICLE IX
                                  MISCELLANEOUS

         SECTION 9.1 Nonsurvival of Representations, Warranties and Agreements.

         (a) None of the representations, warranties and agreements made herein
shall survive beyond the Effective Time, except for the agreements set forth in
Sections 3.2 and 6.2, and all such representations, warranties and agreements
will be extinguished upon consummation of the Partnership Merger and none of the
Partnership, Centex and Acquirer, nor any officer, director or employee or
stockholder thereof shall be under any liability whatsoever with respect to any
such representation, warranty or agreement after such time.

         (b) Each of the parties is a sophisticated person or legal entity that
was advised by knowledgeable counsel and, to the extent it deemed necessary,
other advisors in connection with this Agreement. Accordingly, each of the
parties hereby acknowledges that (i) no party has relied or will rely upon any
document or written or oral information previously furnished to or discovered by
it or its representatives, other than this Agreement and (ii) there are no
representations or warranties by or on behalf of any party hereto or any of its
respective affiliates or representatives other than those expressly set forth
herein, which representations and warranties shall not survive the Effective
Time.

         SECTION 9.2 Entire Agreement; Assignment. This Agreement and the
agreements specifically contemplated hereby or referenced herein (a) constitute
the entire agreement between the parties with respect to the subject matter
hereof and thereof and supersede all other prior agreements and understandings,
both written and oral, between the parties or any of them with respect to the
subject matter hereof and (b) shall not be assigned by operation of law or
otherwise; provided that Acquirer may assign its rights and obligations to any
wholly owned, direct or indirect subsidiary of Centex, but no such assignment
shall relieve Acquirer of its obligations hereunder if such assignee does not
perform such obligations. Except as expressly provided in this Agreement,
nothing contained in this Agreement, express or implied, is intended to amend,
modify, revise, supplement, terminate, supersede, cancel, or waive any provision
of, any contract or agreement between or among any of the parties to this
Agreement, including, without limitation, the Nominee Agreement (as amended by
the contemplated amendment thereto).

         SECTION 9.3 Validity. The validity or unenforceability of any provision
of this Agreement shall not affect the validity or enforceability of any other
provisions of this Agreement, which shall remain in full force and effect.

         SECTION 9.4 Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be deemed to have been
duly given when delivered in person, by cable, telegram or telex, or by
registered or certified mail (postage prepaid, return receipt requested) to the
respective parties at the following addresses or at such other addresses as
shall be specified by the parties by like notice.

                                       23



         If to Centex or Acquirer:

                  c/o Centex Corporation
                  2728 North Harwood
                  Dallas, Texas 75201
                  Fax No.: (214) 981-6859
                  Attention: Chief Executive Officer

         with a copy to (such copy not to constitute notice):

                  Thompson & Knight LLP
                  1700 Pacific Ave., Suite 3300
                  Dallas, Texas 75201
                  Fax No.: (214) 969-1751
                  Attention: James R. Peacock III

         If to the Partnership:

                  Centex Development Company, L.P.
                  c/o 3333 Development Corporation
                  2728 North Harwood
                  Dallas, Texas 75201
                  Fax No.: (214) 981-6559
                  Attention: President

         with a copy to:

                  The Special Committee of the Board of Directors
                  c/o Roger West
                  3333 Development Corporation
                  2728 North Harwood
                  Dallas, Texas 75201
                  Fax No.: (214) 981-6559

         with a copy to (such copy not to constitute notice):

                  Akin Gump Strauss Hauer & Feld LLP
                  1700 Pacific Avenue, Suite 4100
                  Dallas, Texas  75201
                  Fax No.: (214) 969-4343
                  Attention:  Terry M. Schpok, P.C.

         SECTION 9.5 Defined Terms. The following terms have the meanings
assigned to them in the provisions of this Agreement referred to in the table
below:



Term                                                              Section
- ----                                                              -------
                                                               
Acquirer                                                          Preamble
Acquisition Corp.                                                 Recitals


                                       24



                                                               
Act                                                               Recitals
Agreement                                                         Preamble
Centex                                                            Preamble
Centex Common Stock                                               Recitals
Centex Homes                                                      Preamble
Centex Material Adverse Effect                                    Section 5.3
Centex Required Governmental Consents                             Section 5.3
Centex Stockholder Approval                                       Section 1.8(c)
Centex Warrants                                                   Section 1.9
Certificate of Merger                                             Section 1.3
Closing                                                           Section 1.2
Closing Date                                                      Section 1.2
Constituent Partnerships                                          Section 1.1
Costs                                                             Section 6.2(a)
CREC                                                              Recitals
Development                                                       Preamble
Development Board                                                 Section 1.11
Effective Time                                                    Section 1.3
Environmental Laws                                                Section 4.12(a)
Exchange Act                                                      Section 4.3
Expenses                                                          Section 9.10(a)
Fairness Opinion                                                  Recitals
Financial Advisor                                                 Recitals
GAAP                                                              Section 4.7
General Partner Approval                                          Section 4.15
Governmental Entity                                               Section 4.3
GP Units                                                          Recitals
Holding                                                           Recitals
Holding Merger                                                    Recitals
Holding Merger Agreement                                          Recitals
Indemnified Parties                                               Section 6.2(a)
Knowledge                                                         Section 1.7
Lien                                                              Section 4.4
Limited Partner Approval                                          Section 4.15
LP Units                                                          Recitals
LSE                                                               Section 4.3
Merger Consideration                                              Section 1.8(d)
Nominee                                                           Recitals
Nominee Agreement                                                 Section 1.8(c)
Notice of Transaction Proposal                                    Section 6.3(b)
NYSE                                                              Section 4.3
Orders                                                            Section 4.10
Partnership                                                       Preamble
Partnership Material Adverse Effect                               Section 4.1
Partnership Properties                                            Section 4.14(a)
Partnership Required Governmental Consents                        Section 4.3
Partnership Merger                                                Recitals



                                       25



                                                               
Past SEC Documents                                                Section 4.7
Paying Agent                                                      Section 3.2(a)
Person                                                            Section 6.3(a)
Proceedings                                                       Section 4.10
Property Restrictions                                             Section 4.14(a)
Responsible Parties                                               Section 6.3(a)
SEC                                                               Section 4.7
Secretary                                                         Section 1.3
Securities Act                                                    Section 4.3
Special Committee                                                 Recitals
Stockholder Warrants                                              Recitals
Subsidiary                                                        Section 1.7
Superior Transaction                                              Section 6.3(b)
Surviving Partnership                                             Section 1.1
Third Party                                                       Section 6.3(b)
Transaction                                                       Schedule 1
Transaction Proposal                                              Section 6.3(a)



         SECTION 9.6 Governing Law. This Agreement shall be governed by and
construed in accordance with the law of the State of Delaware, regardless of the
laws that might otherwise govern under applicable principles of conflict of laws
thereof.

         SECTION 9.7 Descriptive Headings. The descriptive headings herein are
inserted for convenience of reference only and are not intended to be part of or
to affect the meaning or interpretation of this Agreement.

         SECTION 9.8 Parties in Interest. This Agreement shall be binding upon,
and inure solely to the benefit of, each party hereto, and nothing contained in
this Agreement, express or implied, is intended to create any duties or
obligations to any Person (other than a party hereto) not in existence on the
date hereof, including any fiduciary duty, or to confer upon any other Person
(other than a party hereto) any rights, benefits or remedies of any nature
whatsoever under or by reason of this Agreement, except as expressly provided in
Sections 3.2 and 6.2 (which are intended to be for the benefit of the persons
referred to therein and may be enforced by such persons). The Indemnified
Parties, which include Development's officers and directors, are intended to be
third party beneficiaries of the provisions of Section 6.2 relating to
indemnification and insurance.

         SECTION 9.9 Counterparts. This Agreement may be executed by facsimile
in two or more counterparts, each of which shall be deemed to be an original,
but all of which shall constitute one and the same agreement.

         SECTION 9.10 Expenses.

         (a)      If any person (other than Acquirer or any of its affiliates)
shall have made, proposed, communicated or disclosed a Transaction Proposal in a
manner which is or otherwise becomes public and this Agreement is terminated
pursuant to Section 8.1(c)(i), then the Partnership shall, simultaneously with
such termination of this Agreement, pay Purchaser in

                                       26



same day funds all reasonable documented out-of-pocket costs, fees and expenses
of Centex and Acquirer incurred on or after April 1, 2003, related to the
Partnership Merger, this Agreement, and the transactions contemplated hereby and
thereby (including, without limitation, printing fees, filing fees and
reasonable fees and expenses of legal and financial advisors) (collectively the
"EXPENSES"). Further, if this Agreement is terminated pursuant to Section
8.1(d)(i) or (ii), then the Partnership shall, simultaneously with such
termination of this Agreement, pay Acquirer in same day funds the Expenses.
Notwithstanding the foregoing, in no event shall the Expenses paid pursuant to
this Section 9.10 exceed $50,000.

         (b)      The Partnership agrees that the agreements contained in
Section 9.10(a) above are an integral part of the transactions contemplated by
this Agreement and constitute liquidated damages and not a penalty. If the
Partnership fails to promptly pay to Acquirer any of the amounts due under
Section 9.10(a), the Partnership shall pay the reasonable costs and expenses
(including reasonable legal fees and expenses) in connection with any action,
including the filing of any lawsuit or other legal action, taken to collect
payment thereof, together with interest on the amount of any unpaid Expenses at
the annual rate of four percent above the publicly announced prime rate of Bank
of America, N.A. (or, if lower, the maximum rate permitted by law) from the date
such Expenses were required to be paid by the Partnership to the date of
payment.

         (c)      Except as provided otherwise in paragraphs (a) and (b) above,
all costs and expenses incurred in connection with this Agreement and the
transactions contemplated hereby shall be paid by the party incurring such
expenses, except that the Acquirer shall pay all costs and expenses of obtaining
any consents of any third party.

         SECTION 9.11 Specific Performance. The parties hereto agree that if for
any reason any party hereto shall have failed to perform its obligations under
this Agreement, then any other party hereto seeking to enforce this Agreement
against such non-performing party shall be entitled to specific performance and
injunctive and other equitable relief, and the parties hereto further agree to
waive any requirement for the securing or posting of any bond in connection with
the obtaining of any such injunctive or other equitable relief. This provision
is without prejudice to any other rights that any party hereto may have against
any other party hereto for any failure to perform its obligations under this
Agreement.

                     [signatures appear on following page.]

                                       27



         IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
executed on its behalf by its officers thereunto duly authorized, all as of the
day and year first above written.

                           CENTEX DEVELOPMENT COMPANY, L.P.

                           By: 3333 DEVELOPMENT CORPORATION,
                               its general partner


                               By: /s/ Stephen M. Weinberg
                                   --------------------------------------------
                                   Name: Stephen M. Weinberg
                                   Title: President and Chief Executive Officer


                           3333 DEVELOPMENT CORPORATION


                           By: /s/ Stephen M. Weinberg
                               ------------------------------------------------
                               Name: Stephen M. Weinberg
                               Title: President and Chief Executive Officer


                           CENTEX CORPORATION


                           By: /s/ Raymond G. Smerge
                               ------------------------------------------------
                               Name: Raymond G. Smerge
                               Title: Executive Vice President, Chief Legal
                                      Officer and Secretary

                           CENTEX DEVELOPMENT ACQUISITION, L.P.

                           By: CENTEX HOMES, its general partner

                               By: CENTEX REAL ESTATE CORPORATION,
                                   its managing general partner

                                   By: /s/ Raymond G. Smerge
                                       ----------------------------------------
                                       Name: Raymond G. Smerge
                                       Title: Vice President and Secretary

                                       28



                           CENTEX HOMES

                           By: CENTEX REAL ESTATE CORPORATION,
                               its managing general partner

                               By: /s/ Raymond G. Smerge
                                   --------------------------------------------
                                   Name: Raymond G. Smerge
                                   Title: Vice President and Secretary

                                       29


                                   SCHEDULE 1

As used in this Agreement, the term "TRANSACTION" shall mean a series of
transactions that will result in the elimination of the arrangement by which the
beneficial interests in the Holding common stock and in the Stockholder Warrants
trade in tandem with the common stock of Centex, including:

         (a)      the Holding Merger; which is a merger of 3333 Acquisition
                  Corp., a new wholly-owned subsidiary of Centex, with and into
                  Holding, with Holding being the surviving entity and
                  indirectly wholly-owned by Centex. Pursuant to the Holding
                  Merger, the Holding common stock will be cancelled, with the
                  payment to the holders of the beneficial interest in Holding
                  common stock of an amount that is equal to $.01 per share
                  of Centex common stock;

         (b)      the Partnership Merger; and

         (c)      the amendment and termination of the Nominee Agreement between
                  Centex, Holding, the Partnership and Mellon Investor Services
                  LLC, as successor nominee and transfer agent.

                                       30

EX-4.1

                                                                     EXHIBIT 4.1

                                    AMENDMENT
                              TO NOMINEE AGREEMENT

         This AMENDMENT TO NOMINEE AGREEMENT, executed and delivered as of
November 17, 2003 (this "Amendment"), by and between CENTEX CORPORATION, a
Nevada corporation ("Centex"), 3333 HOLDING CORPORATION, a Nevada corporation
("Holding"), CENTEX DEVELOPMENT COMPANY, L.P., a Delaware limited partnership
("CDC"), of which 3333 Development Corporation, a Nevada corporation that is a
wholly-owned subsidiary of Holding is the sole general partner, and MELLON
INVESTOR SERVICES LLC, a New Jersey limited liability company as successor
Nominee and Transfer Agent, f/k/a ChaseMellon Shareholder Services L.L.C.
("Mellon" or the "Nominee");

                              W I T N E S S E T H:

         WHEREAS, Centex, Holding, CDC and First RepublicBank Dallas, National
Association ("First RepublicBank") entered into a Nominee Agreement as of
November 30, 1987 (as amended, the "Nominee Agreement"), pursuant to which
Centex effected a distribution to First RepublicBank, for the benefit of those
persons who are from time to time holders of the common stock of Centex, of
certain securities, as more fully described therein; and

         WHEREAS, in accordance with the provisions of the Nominee Agreement and
a Supplement to the Nominee Agreement dated as of June 2003 (the "Supplement"),
Centex appointed Mellon as successor Nominee for all purposes under the Nominee
Agreement; and

         WHEREAS, Centex, Holding, and CDC have entered into merger agreements
pursuant to which the Deposited Securities (as defined in the Nominee Agreement)
will be converted into the right to receive certain cash payments without
effectuation of the Detachment (as defined in the Nominee Agreement); and

         WHEREAS, Section 8.2 of the Nominee Agreement provides for amendments
to the Nominee Agreement if in writing and executed by the parties to the
Nominee Agreement; and

         WHEREAS, the parties hereto are executing this Amendment for the
purposes of facilitating the transactions contemplated by the above-described
merger agreements;

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants set forth herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Centex, Holding, CDC
and Mellon do hereby agree as follows:

         1.       Definitions. Except as expressly defined otherwise in this
Amendment, capitalized terms used and otherwise defined herein shall have the
respective meanings assigned to them in the Nominee Agreement, as amended by the
Supplement.

         2.       Amendment to the Nominee Agreement. The Nominee Agreement is
hereby amended as follows:



                  (a)      Section 8.3 of the Nominee Agreement is hereby
amended by adding the following text at the end thereof:

                           (e)      Notwithstanding the foregoing, upon the
                  agreement of Centex, Holding and CDC, and subject to the vote
                  of the holders of a majority of the Stock present or
                  represented by proxy and entitled to vote at a meeting of the
                  Stockholders at which a quorum is present or represented,
                  provided notice of the proposed action is contained in the
                  notice of such meeting, this Agreement may be terminated in
                  all respects without a Detachment or distribution of the
                  Deposited Securities.

         Except as otherwise expressly contemplated or amended by this
Amendment, the terms and provisions of the Nominee Agreement shall continue in
full force and effect.

                         [signatures on following page]

                                      -2-



IN WITNESS WHEREOF, Centex, Holding, CDC and Mellon have duly executed this
Amendment as of the day and year first set forth above.

                           CENTEX CORPORATION


                           By: /s/ RAYMOND G. SMERGE
                               ------------------------------------------------
                               Name: Raymond G. Smerge
                               Title: Executive Vice President

                           3333 HOLDING CORPORATION

                           By: /s/ STEPHEN M. WEINBERG
                               ------------------------------------------------
                               Name: Stephen M. Weinberg
                               Title: President and Chief Executive Officer

                           CENTEX DEVELOPMENT COMPANY, L.P.

                           By: 3333 DEVELOPMENT CORPORATION,
                               General Partner

                               By: /s/ STEPHEN M. WEINBERG
                                   --------------------------------------------
                                   Name: Stephen M. Weinberg
                                   Title: President and Chief Executive Officer

                           MELLON INVESTOR SERVICES LLC

                           By: /s/ DAVID M. CARY
                               ------------------------------------------------
                               Name:  David M. Cary
                               Title: Vice President

                                      -3-

EX-99.1

exv99w1