STOCK PURCHASE AGREEMENT

[EXECUTION COPY]

STOCK PURCHASE AGREEMENT,

dated as of January 31, 2007,

among

CENTEX CONSTRUCTION GROUP, INC.,
as the Company,

CENTEX CORPORATION,
as the Seller,

BALFOUR BEATTY, INC.,
as the Purchaser

and

BALFOUR BEATTY PLC
as Guarantor

TABLE OF CONTENTS

Exhibits:

STOCK PURCHASE AGREEMENT

          This STOCK PURCHASE AGREEMENT, dated as of January 31, 2007 (this “ Agreement ”), is entered into by and among CENTEX CONSTRUCTION GROUP, INC., a Nevada corporation (the “ Company ”), CENTEX CORPORATION, a Nevada corporation (the “ Seller ”), BALFOUR BEATTY, INC., a Delaware corporation (the “ Purchaser ”), and BALFOUR BEATTY PLC, a company organized under the laws of England and Wales (the “ Guarantor ”).

          WHEREAS, the Company and its Subsidiaries (as hereinafter defined) are engaged in the business of providing commercial construction contracting services, including construction management, general contracting, design-build and preconstruction services (“ Construction Services ”), to various third parties;

          WHEREAS, the Seller owns all of the outstanding shares of Common Stock (as hereinafter defined) of the Company (the “ Shares ”);

          WHEREAS, the Purchaser or one or more of its Subsidiaries or Affiliates are engaged in the business of providing Construction Services to various Third Parties (as hereinafter defined) and are familiar with the risks and benefits associated with such business;

          WHEREAS, the Purchaser desires to purchase from the Seller, and the Seller is willing to sell to the Purchaser, the Shares, upon the terms and subject to the conditions set forth in this Agreement;

          WHEREAS, simultaneously with the execution and delivery of this Agreement, each of the Designated Executives (as hereinafter defined) has entered into a Change of Control Agreement with the Seller and the Company effective as of the date hereof and an Employment Agreement with the Company to be effective at the Closing (as hereinafter defined); and

          WHEREAS, capitalized terms used herein without definition have the respective meanings set forth in Article XIII;

          NOW, THEREFORE, in consideration of the premises, the terms and provisions set forth herein, the mutual benefits to be gained by the performance thereof and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

     SECTION 1.1. Purchase and Sale . Upon the terms and subject to the conditions set forth herein, on the Closing Date, (i) the Seller shall sell, transfer and deliver the Shares to the Purchaser free and clear of all Liens, except for Liens imposed as a result of actions

taken by the Purchaser or arising under applicable federal or state securities laws, and (ii) the Purchaser shall pay the consideration described herein and acquire and accept the Shares from the Seller.

     SECTION 1.2. Purchase Price .

     (a) In consideration of the sale, transfer and delivery of the Shares, at the Closing, the Purchaser shall pay to the Seller an amount (the “ Initial Purchase Price ”) in cash equal to the sum of (i) $355,000,000 and (ii) $7,000,000 (the “ Reserve Payment ”).

     (b) The final purchase price to be paid by the Purchaser to the Seller in consideration of the Shares shall be the sum of (i) the Initial Purchase Price and (ii) all Additional Payments made by the Purchaser to the Seller pursuant to Section 1.4 (the “ Purchase Price ”).

     (c) All documentary, stamp, sales and excise or other similar Taxes (if any) payable in respect of the sale, transfer or delivery of the Shares pursuant to this Agreement shall be apportioned 50% to the Seller and 50% to the Purchaser. The Seller and the Purchaser shall cooperate with each other and use commercially reasonable efforts to minimize any such Taxes attributable to the sale, transfer or delivery of the Shares pursuant to this Agreement.

     SECTION 1.3. Pre-Closing Payments . On the Closing Date, but immediately prior to the Effective Time, the Seller and the Company shall make the following payments (the “ Pre-Closing Payments ”), the amount of which shall be estimated on a basis consistent with the Accounting Principles and the illustrations set forth in the Accounting Schedule:

     (a) The Seller shall pay to the Company an amount (the “ Seller Pre-Closing Payment ”) equal to the aggregate outstanding cash advances by the Company or any of its Subsidiaries to any member of the Seller Group (the “ Cash Advance Amount ”); and

     (b) The Company shall pay to the Seller the following amounts (the “ Company Pre-Closing Payments ”):

     (i) the amount of all intercompany obligations (other than any Retained Intercompany Obligations) owing by the Company or any of its Subsidiaries to any member of the Seller Group, less the amount of all intercompany obligations (other than any Retained Intercompany Obligations and the Cash Advance Amount) owing by any member of the Seller Group to the Company or any of its Subsidiaries (the “ Net Intercompany Amount ”); and

     (ii) the amount of stockholder’s equity (including retained earnings) of the Company and its consolidated subsidiaries (the “ Stockholders’ Equity Amount ”), which amount shall be paid in the form of a cash dividend or dividends.

The Pre-Closing Payments to be made pursuant to paragraphs (a) and (b) above shall be offset against each other so that, in lieu of the parties making each of the Pre-Closing Payments, either the Seller or the Company (as the case may be) shall make a single

payment to the other party equal to the net amount owing by the Seller to the Company or the Company to the Seller pursuant to this Section 1.3. Each party acknowledges that the calculation of the amount of the Pre-Closing Payments to be paid on the Closing Date will be based on estimates of the applicable amounts set forth in the Initial CFO Certificate. Accordingly, such payments will be subject to adjustment in accordance with the provisions of Article III. At least three Business Days prior to the Closing Date, the Company will deliver to the Purchaser a draft of the Initial CFO Certificate.

     SECTION 1.4. Additional Payments .

     (a) Provided the Section 338(h)(10) Election is timely and validly made, on each anniversary of the Closing Date (or, if such anniversary is not a Business Day, on the next succeeding Business Day), the Purchaser shall pay to the Seller $4,000,000 in cash, until such time as the Purchaser shall have made payments to the Seller pursuant to this Section 1.4 in an aggregate amount equal to $60,000,000 (collectively, the “ Additional Payments ”). Each Additional Payment to be made by the Purchaser to the Seller pursuant to this Section 1.4 shall be paid by wire transfer of immediately available funds (to such account or accounts as the Seller shall have specified to the Purchaser at least two Business Days prior to the due date for such payment).

     (b) Notwithstanding the foregoing, if as a result of an amendment to the applicable provisions of the Code at any time after the date hereof, the Purchaser is not entitled to the benefits of the Section 338(h)(10) Election as currently provided for under the Code, the parties shall negotiate in good faith to modify the amount of the Additional Payments to be made thereafter pursuant to this Section 1.4 so that the amount of such payments does not exceed 50% of the amount of the tax benefits to be realized thereafter by the Purchaser as a result of the Section 338(h)(10) Election (to be computed in an equitable manner that assumes all depreciation and amortization deductions resulting from the Section 338(h)(10) Election are used prior to any net operating loss deductions or deductions arising from payments made to or transactions with Affiliates of the Purchaser that may be available to the Purchaser); provided, however, that in no event shall the Seller be obligated to refund to the Purchaser any Additional Payments made or required to be made prior to the effective date of the applicable amendment to the Code.

     (c) Provided the Section 338(h)(10) Election is timely and validly made, subject only to (i) the provisions of paragraph (b) above and (ii) reduction of the Additional Payments by the amount of any Losses that may be incurred by the Purchaser as a result of a failure on the part of the Seller to comply with its obligations pursuant to Section 8.8, the obligation of the Purchaser to make the Additional Payments in accordance with this Section 1.4 shall be absolute and unconditional, and shall not be subject to reduction or modification as a result of any change in the provisions of applicable Law or any action or omission on the part of the Seller or its Affiliates. Without limiting the generality of the foregoing, the Purchaser shall not be entitled to set off against its obligation to make any Additional Payments pursuant to this Section 1.4 any obligation or amount owing or alleged to be owing to the Purchaser or its Affiliates by the Seller or its Affiliates under or in connection with this Agreement or otherwise, including any obligation on the part of the Seller to make indemnification payments under Article VIII or XII.

ARTICLE II

     SECTION 2.1. Closing . The closing of the purchase and sale of the Shares pursuant to this Agreement (the “ Closing ”) shall be deemed to occur and be effective as of the Effective Time but shall take place at the offices of Baker Botts L.L.P., 2001 Ross Avenue, Dallas, Texas 75201 (or such other place as the parties may agree) at 9:00 a.m., Dallas, Texas time, on March 31, 2007 or, if the conditions to the obligations of the parties to consummate the transactions contemplated by this Agreement set forth in Articles IX and X (other than any conditions to be satisfied through the making of payments or the delivery of documents at the Closing) are not satisfied or waived at least three Business Days prior to such date, on April 30, 2007 (or as soon as practicable thereafter), or at such other time and date as the parties may agree (the “ Closing Date ”). Notwithstanding the foregoing, the parties shall (subject to reaching agreement on the arrangements referred to below) use commercially reasonable efforts to cause the Closing to be held as promptly as practicable after the satisfaction or waiver of the conditions to the obligations of the parties referred to above, it being understood that, if such conditions are satisfied or waived at least ten Business Days prior to either of the month-end dates specified in this Section 2.1, the parties shall cooperate in good faith and use commercially reasonable efforts to agree upon and implement arrangements that would permit the Closing to take place prior to the applicable month-end date.

     SECTION 2.2. Deliveries to the Purchaser . At the Closing, the Seller shall deliver, or shall cause to be delivered, to the Purchaser each of the following:

     (a) one or more certificates representing all of the Shares, duly endorsed in blank or accompanied by a duly executed blank stock power;

     (b) a certificate of the chief financial officer of the Company on behalf of the Company, dated as of the Closing Date (the “ Initial CFO Certificate ”), setting forth an estimated consolidated balance sheet of the Company and its Subsidiaries as of immediately prior to the Effective Time and without giving effect to the Pre-Closing Payments, together with a calculation of the amount of the Pre-Closing Payments in accordance with Section 1.3, which calculation shall be based upon the amounts shown on such estimated balance sheet, shall be prepared in a manner consistent with the Accounting Principles and the illustrations set forth in the Accounting Schedule and shall be in reasonable detail, setting forth a separate calculation of each of the Cash Advance Amount, the Net Intercompany Amount and the Stockholder’s Equity Amount and the resulting calculation of the Initial Pre-Closing Payment Amount;

     (c) counterparts of the Transition Services Agreement duly executed by the Company and Service Co.;

     (d) the executed originals of IRS Form 8023 as provided in Section 8.8(b);

     (e) an updated version of Section 5.12(e) of the Company Disclosure Schedules setting forth a list of all outstanding Surety Bonds (bid, performance or other) as of a date within five Business Days prior to the Closing Date which, to the Company’s Knowledge,

were obtained in connection with ongoing Construction Services being performed by the Company or any of its Subsidiaries as of such date and as to which the Company or any of its Subsidiaries have any reimbursement or similar obligation, subject to the limitations contained in Section 5.12(e);

     (f) the executed originals of the Surety Termination Notices, duly executed by the Company and each of its Subsidiaries and each member of the Seller Group that is a party to the Travelers Indemnity Agreement or the Zurich Indemnity Agreement (which notices will be jointly delivered by the parties to the sureties in accordance with Section 7.11(b));

     (g) the certificates of officers of the Seller and the Company referred to in Section 9.3;

     (h) a certificate of the Secretary or an Assistant Secretary of the Seller attesting to and attaching (i) the resolutions of the Board of Directors of the Seller (or appropriate committee thereof) referred to in Section 9.7, (ii) the incumbency and signature of each officer of the Seller who executed this Agreement and (iii) the Organizational Documents of the Seller as of the Closing Date (which certificate shall state that such Organizational Documents have not been amended except as reflected therein);

     (i) a certificate of the Secretary or an Assistant Secretary of the Company attesting to and attaching (i) the resolutions of the Board of Directors of the Company referred to in Section 9.7, (ii) the incumbency and signature of each officer of the Company who executed this Agreement and (iii) the Organizational Documents of the Company as of the Closing Date (which certificate shall state that such Organizational Documents have not been amended except as reflected therein);

     (j) a certificate of the Secretary or an Assistant Secretary of Service Co. attesting to and attaching (i) the resolutions of the Board of Managers of Service Co. referred to in Section 9.7, (ii) the incumbency and signature of each officer of Service Co. who executed the Transition Services Agreement and (iii) the Organizational Documents of Service Co. as of the Closing Date (which certificate shall state that such Organizational Documents have not been amended except as reflected therein);

     (k) a certificate from the Secretary of State of the State of Nevada, dated within 30 days of the Closing Date, with respect to the existence and good standing of the Seller;

     (l) a certificate from the Secretary of State of the State of Nevada, dated within 30 days of the Closing Date, with respect to the existence and good standing of the Company;

     (m) a certificate from the Secretary of State of the State of Nevada, dated within 30 days of the Closing Date, with respect to the existence and good standing of Service Co.;

     (n) a certificate from the Secretary of State or other comparable Governmental Authority in the jurisdiction of incorporation or formation of each Subsidiary of the

Company (if available under the law of its jurisdiction of incorporation or formation) with respect to the existence and good standing of each such Subsidiary;

     (o) written resignations of each of the directors and officers of the Company and each of its Subsidiaries whose primary employment responsibilities are to members of the Seller Group (rather than to the Company and its Subsidiaries), in each case effective as of the Closing Date;

     (p) a copy of documentation evidencing each of the Required Consents and any other Consents obtained in connection with the transactions contemplated by this Agreement; and

     (q) a certificate of non-foreign status as described in Section 8.10 duly executed and delivered by an authorized officer of the Seller, dated the Closing Date.

     SECTION 2.3. Deliveries to the Seller . At the Closing, the Purchaser shall deliver, or shall cause to be delivered, to the Seller each of the following:

     (a) the Initial Purchase Price by wire transfer of immediately available funds (to such account or accounts as the Seller shall have specified to the Purchaser at least 24 hours prior to the Closing);

     (b) the certificate of an officer of the Purchaser referred to in Section 10.3;

     (c) a certificate from the Secretary of State of the State of Delaware, dated within 30 days of the Closing Date, with respect to the existence and good standing of the Purchaser;

     (d) a certificate of the Secretary or an Assistant Secretary of the Purchaser attesting to and attaching (i) the resolutions of the Board of Directors of the Purchaser referred to in Section 10.7, (ii) the incumbency and signature of each officer of the Purchaser who executed this Agreement and (iii) the Organizational Documents of the Purchaser as of the Closing Date (which certificate shall state that such Organizational Documents have not been amended except as reflected therein); and

     (e) a certificate of the Secretary or an Assistant Secretary of the Guarantor attesting to and attaching (i) the existence of the Guarantor, (ii) the resolutions of the Board of Directors of the Guarantor referred to in Section 10.7, (iii) the incumbency and signature of each officer of the Guarantor who executed this Agreement and (iv) the Organizational Documents of the Guarantor as of the Closing Date (which certificate shall state that such Organizational Documents have not been amended except as reflected therein).

     SECTION 2.4. Proceedings at Closing . All proceedings to be taken and all documents to be executed and delivered by the parties at the Closing shall be deemed to have been taken and executed and delivered simultaneously, and no proceedings shall be deemed taken nor any documents executed or delivered until all have been taken, executed and delivered.

ARTICLE III

     SECTION 3.1. Post-Closing Adjustment . No later than five days after a binding determination of the Adjusted Pre-Closing Payment Amount has been made in accordance with Section 3.2 or 3.3 (as the case may be), (i) if the Adjusted Pre-Closing Payment Amount is greater than the Initial Pre-Closing Payment Amount, the Company shall (and the Purchaser shall cause the Company to) pay to the Seller an amount equal to the difference between such amounts and (ii) if the Adjusted Pre-Closing Payment Amount is less than the Initial Pre-Closing Payment Amount, the Seller shall pay to the Company an amount equal to the difference between such amounts (any such payment to be made by the Company or the Seller being hereinafter referred to as the “ Post-Closing Adjustment Payment ”). The Post-Closing Adjustment Payment shall be made to the Seller or the Company, as the case may be, by wire transfer of immediately available funds (to such account as is specified by such party at least two Business Days prior to the due date for such payment). Neither the Company nor the Seller shall be entitled to set off against its obligation to make any Post-Closing Adjustment Payment pursuant to this Section 3.1 any obligation or amount owing or alleged to be owing to such Person (as the case may be) by any other party to this Agreement (or any of its Affiliates) under or in connection with this Agreement or otherwise.

     SECTION 3.2. Final Balance Sheet . No later than 45 days after the Closing Date, the Company shall (and the Purchaser shall cause the Company to) deliver to the Seller (i) a consolidated balance sheet of the Company and its Subsidiaries as of immediately prior to the Effective Time and without giving effect to the Pre-Closing Payments (the “ Final Balance Sheet ”) prepared in a manner consistent with the Accounting Principles and the illustrations set forth in the Accounting Schedule and (ii) a certificate of the chief financial officer of the Company on behalf of the Company setting forth a calculation in reasonable detail of the Excess Reserve Amount, the Cash Advance Amount, the Net Intercompany Amount and the Stockholder’s Equity Amount and the resulting calculation of the Adjusted Pre-Closing Payment Amount (the “ Final CFO Certificate ”), which shall be based on the Final Balance Sheet and prepared in a manner consistent with the Accounting Principles and the illustrations set forth in the Accounting Schedule. From the Closing Date through the date of the payment provided for in Section 3.1, the Company shall (and the Purchaser shall cause the Company to) give the Seller reasonable access during normal business hours to the books and records, the accounting and other appropriate personnel and the independent accountants of the Company and its Subsidiaries (including access to each of the specific items of information described in the Accounting Schedule) in order to enable the Seller to review the Final Balance Sheet and the calculation of the Adjusted Pre-Closing Payment Amount; provided, however, that if required by the independent accountants of the Company and its Subsidiaries, such independent accountants shall not be obligated to make any work papers or other records available to the Seller unless and until the Seller has signed a customary agreement relating to such access and work papers or records in form and substance reasonably acceptable to such accountants. The calculation of the Adjusted Pre-Closing Payment Amount set forth in the Final CFO Certificate shall be binding upon each of the parties, unless the Seller objects to such calculation in accordance with Section 3.3(a).

     SECTION 3.3. Dispute Resolution .

     (a) The Seller shall be entitled to dispute the calculation of the Adjusted Pre-Closing Payment Amount set forth in the Final CFO Certificate if, but only if, it delivers a written notice (an “ Objection Notice ”) to the Purchaser within 45 days after receipt of the Final Balance Sheet and Final CFO Certificate in which it objects to the calculation by the Company of the Adjusted Pre-Closing Payment Amount and provides a reasonably detailed description of each item to which it objects and the basis therefor (the date upon which the Seller delivers an Objection Notice to the Purchaser being hereinafter referred to as the “ Objection Date ”).

     (b) If the Seller delivers an Objection Notice to the Purchaser within the time period specified in paragraph (a) above, the Seller and the Purchaser shall attempt in good faith to agree upon the Adjusted Pre-Closing Payment Amount during the period commencing on the Objection Date and ending 30 days thereafter (the “ Negotiation Period ”).

     (c) If the Purchaser and the Seller agree in writing prior to the expiration of the Negotiation Period on the Adjusted Pre-Closing Payment Amount (whether such amount is the same as or different from the amount set forth in the Final CFO Certificate), the payment provided for in Section 3.1 shall be based upon the agreed upon amount.

     (d) If the Purchaser and the Seller do not agree in writing prior to the expiration of the Negotiation Period on the Adjusted Pre-Closing Payment Amount, the items in dispute (but no other matters) shall be submitted to KPMG LLP or such other firm of independent public accountants as may be mutually agreed upon by the Purchaser and the Seller (in either case, the “ Final Arbiter ”), which firm shall make a final and binding determination as to all matters in dispute relating to the calculation of the Adjusted Pre-Closing Payment Amount as promptly as practicable after its appointment. The Final Arbiter shall send its written determination of all items in dispute, together with the resulting calculation of the Adjusted Pre-Closing Payment Amount (including each of the components thereof in dispute between the parties) and a reasonably detailed explanation of work performed by the Final Arbiter. The determination of the Final Arbiter, and the resulting calculation of the Adjusted Pre-Closing Payment Amount, shall be final and binding on the parties, absent fraud or manifest error. The fees and expenses of the Final Arbiter shall be borne equally by the Purchaser and the Seller.

     (e) From and after the determination of the Adjusted Pre-Closing Payment Amount in accordance with the procedures specified in this Section 3.3, the term “Final Balance Sheet” as used in this Agreement shall mean the Final Balance Sheet delivered pursuant to Section 3.2, as modified to reflect any changes to the amounts reflected in such Final Balance Sheet as a result of any agreement reached by the parties pursuant to paragraph (c) above or any determination reached by the Final Arbiter pursuant to paragraph (d) above.

ARTICLE IV

     The Seller hereby represents and warrants to the Purchaser that, on and as of the date of this Agreement, except as set forth in the Disclosure Schedule delivered to the Purchaser by the Seller (the “ Seller Disclosure Schedule ”):

     SECTION 4.1. Organization; Power and Authority . The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. The Seller has all requisite corporate power and authority to own the Shares.

     SECTION 4.2. Authorization; Execution and Validity . The Seller has all requisite corporate power and authority to execute and deliver this Agreement, perform its obligations hereunder and consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Seller, the performance by the Seller of its obligations hereunder and the consummation by the Seller of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Seller. This Agreement has been duly and validly executed and delivered by the Seller and constitutes a valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, subject to the Enforceability Exceptions.

     SECTION 4.3. Absence of Conflicts . The execution and delivery by the Seller of this Agreement, the performance by the Seller of its obligations hereunder and the consummation by the Seller of the transactions contemplated hereby will not (i) result in any violation or breach of any provision of the Organizational Documents of the Seller, (ii) assuming that the filings and Consents referred to in Section 4.3 and 4.4 of the Seller Disclosure Schedule and Section 4.4 itself are made or obtained, result in any violation or breach of, or constitute a default under, any term or provision of any Contract, franchise, permit, license, or other instrument or document to which the Seller is a party or by which its properties or assets are bound, (iii) assuming that the filings and Consents referred to in Sections 4.3 and 4.4 of the Seller Disclosure Schedule and Section 4.4 itself are made or obtained (and that the applicable “waiting period” under the HSR Act has expired or been terminated), result in any violation of any Law or any Order applicable to the Seller or its properties or assets or (iv) result in the creation of, or impose on the Seller any obligation to create, any Lien upon the Shares, except for any of the matters referred to in clauses (ii) or (iii) above which would not reasonably be expected to prevent, impede or materially delay or otherwise affect in any material respect the transactions contemplated by this Agreement.

     SECTION 4.4. Governmental and Third Party Approvals . There is no requirement applicable to the Seller to obtain any Consent of, or to make or effect any declaration, filing or registration with, any Governmental Authority (“ Governmental Requirement ”) or other Third Party (“ Third-Party Requirement ”) for the valid execution and delivery by the Seller of this Agreement, the due performance by the Seller of its obligations hereunder or the lawful consummation by the Seller of the transactions contemplated hereby, except for (i) the filing by or on behalf of the Seller, as the “ultimate parent entity” of the Company, of notification with the Federal Trade Commission (the “ FTC ”) and the Antitrust Division of the United States Department of Justice (the “ DOJ ”) under the HSR Act and the expiration

or termination of the applicable “waiting period” thereunder and (ii) any other requirement which, if not satisfied, would not reasonably be expected to prevent, impede or materially delay or otherwise affect in any material respect the transactions contemplated by this Agreement.

     SECTION 4.5. Title to Shares . The Shares are owned beneficially and of record by the Seller, and the Seller has good and marketable title to the Shares free and clear of all Liens, other than restrictions on transfer imposed by applicable federal or state securities laws. Other than this Agreement, the Shares are not subject to any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right, any voting trust agreement or any other similar agreement, including any agreement restricting or otherwise relating to the voting, dividend rights or disposition of the Shares. Upon the sale, transfer and delivery of the Shares to the Purchaser pursuant to this Agreement, the Purchaser will acquire all interests of the Seller in and to the Shares, free and clear of any Liens, other than (i) Liens imposed on the Shares as a result of actions taken by the Purchaser or (ii) restrictions on transfer of the Shares under federal and state securities laws as a result of the fact that the Shares have not been registered or qualified for transfer under such laws.

     SECTION 4.6. Litigation . There are no Legal Proceedings pending or, to the Seller’s Knowledge, threatened against the Seller or to which the Seller is a party (i) that relate to this Agreement or any action taken or to be taken by the Seller in connection with, or which seek to enjoin or obtain monetary damages in respect of, this Agreement or (ii) that would reasonably be expected to adversely affect in any material respect the ability of the Seller to perform its obligations under and consummate the transactions contemplated by this Agreement.

     SECTION 4.7. Non-Foreign Person . The Seller is not a foreign person within the meaning of section 1445(f)(3) of the Code.

     SECTION 4.8. Absence of Seller Surety Defaults . There has been no act or omission on the part of the Seller that constitutes a Seller Surety Default.

     SECTION 4.9. Fees . The Seller has not paid or become obligated to pay any fee or commission to any broker, finder or other intermediary in connection with the transactions contemplated by this Agreement for which the Purchaser or the Company will have any liability or responsibility whatsoever.

ARTICLE V

     The Company hereby represents and warrants to the Purchaser that, on and as of the date of this Agreement (or, to the extent a representation or warranty is made as of a specified date, as of such date) except as set forth in the Disclosure Schedule delivered by the Company to the Purchaser (the “ Company Disclosure Schedule ”):

     SECTION 5.1. Organization; Power and Authority . The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. The Company is qualified to transact business and is in good standing in each jurisdiction in which such qualification is required by Law, except where the failure to be so qualified and in good standing would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. The Company has all requisite corporate power and authority to own, lease and operate its assets and properties and conduct its businesses and operations as presently being conducted.

     SECTION 5.2. Authorization; Execution and Validity . The Company has all requisite corporate power and authority to execute and deliver this Agreement and perform its obligations hereunder. The execution and delivery of this Agreement by the Company and the performance by the Company of its obligations hereunder have been duly and validly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly and validly executed and delivered by the Company and (to the extent it relates to actions to be taken or covenants to be performed prior to or at Closing) constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions.

     SECTION 5.3. Absence of Conflicts . The execution and delivery by the Company of this Agreement, the performance by the Company of its obligations hereunder and the consummation of the transactions contemplated hereby will not (i) result in any violation or breach of any provision of the Organizational Documents of the Company or any of its Subsidiaries, (ii) assuming that the Consents referred to in Sections 5.3 and 5.4 of the Company Disclosure Schedule and Section 5.4 itself are made or obtained, result in any violation or breach of, or constitute a default under, or constitute an event creating rights in any Third Party of acceleration, termination, amendment, suspension, revocation or cancellation or a loss of the Company’s or any of its Subsidiaries’ rights under, any term or provision of any Contract, franchise, permit, license or other instrument or document to which the Company or any of its Subsidiaries is a party or by which its or their respective properties or assets are bound, (iii) assuming that the filings and Consents referred to in Sections 5.3 and 5.4 of the Company Disclosure Schedule and in Section 5.4 itself are made or obtained (and that the applicable “waiting period” under the HSR Act has expired or been terminated), result in any material violation of any Law or any Order applicable to the Company or any of its Subsidiaries or its or their respective properties or assets or (iv) result in the creation of, or impose on the Company or any of its Subsidiaries any obligation to create, any Lien other than Permitted Liens upon any properties or assets of the Company or any of its Subsidiaries, except for any of the matters referred to in clause (ii) above which would not reasonably be expected to have a Material Adverse Effect.

     SECTION 5.4. Governmental and Third Party Approvals . Assuming that the Consents referred to in Sections 5.3 and 5.4 of the Company Disclosure Schedule are made or obtained, there is no Governmental Requirement or Third-Party Requirement applicable to the Company or any of its Subsidiaries which is necessary for the valid execution and delivery by the Company of this Agreement, the due performance by the Company of its obligations hereunder or the lawful consummation of the transactions contemplated hereby, except for (i) the filing by or on behalf of the Seller, as the “ultimate parent entity” of the Company, of notification with the FTC and DOJ under the HSR Act and the expiration or

termination of the applicable “waiting period” thereunder, (ii) any Governmental Requirement which, if not satisfied, would not be material to the Company and its Subsidiaries, taken as a whole, and (iii) any Third-Party Requirement which, if not satisfied, would not reasonably be expected to have a Material Adverse Effect.

     SECTION 5.5. Capitalization of the Company . The Shares constitute all of the issued and outstanding Equity Interests in the Company. The Shares have been duly authorized by all necessary corporate action on the part of the Company, have been validly issued and are fully paid and nonassessable. The corporate records of the Company reflect that all of the Shares are owned of record by the Seller. None of the Shares were issued in violation of any preemptive rights or are subject to any preemptive rights in favor of any Person other than a member of the Seller Group (it being understood that, subject to the consummation of the transactions contemplated hereby, the Seller hereby waives any such rights on behalf of itself and any member of the Seller Group). There are no outstanding options, warrants, calls, rights, convertible securities or other agreements or commitments of any character pursuant to which the Company is or will be obligated to issue or sell any issued or unissued Equity Interests in the Company.

     SECTION 5.6. Financial Statements . Attached as Section 5.6 of the Company Disclosure Schedule are (i) the audited consolidated balance sheets of the Company and its consolidated subsidiaries as of March 31, 2004, 2005 and 2006, in each case accompanied by the report of the Company’s independent public accountants with respect thereto, together with the related unaudited consolidated statements of operations, changes in stockholder’s equity and cash flows of the Company and its consolidated subsidiaries for the years then ended (collectively, the “ Annual Financial Statements ”), and (ii) the unaudited consolidated balance sheets of the Company and its consolidated subsidiaries as of June 30, 2006, September 30, 2006 and December 31, 2006, together with the related unaudited consolidated statement of operations, changes in stockholder’s equity and cash flows of the Company and its consolidated subsidiaries for each three-month period ended on each such date (collectively, the “ Interim Financial Statements ” and, together with the Annual Financial Statements, the “ Financial Statements ”). The Financial Statements fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates indicated, and the consolidated results of operations, changes in stockholder’s equity and cash flows of the Company and its consolidated subsidiaries for the periods presented, in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, subject, in the case of the statements of operations, changes in stockholder’s equity and cash flows included in the Annual Financial Statements and each of the Interim Financial Statements, to (i) the absence of footnotes thereto, (ii) the absence of normal year-end adjustments and (iii) the other exceptions set forth in Section 5.6 of the Company Disclosure Schedule. The Company and its Subsidiaries maintain a system of internal controls over financial reporting which provides reasonable assurance regarding the reliability of its financial reporting and preparation of financial statements in accordance with GAAP. In connection with their review and audit of the Annual Financial Statements, the Company’s independent auditors have not identified to the Company, nor is the Company aware of, any material weaknesses or significant deficiencies over the internal controls of the Company or any of its Subsidiaries over financial reporting.

     SECTION 5.7. Liabilities . The Company and its Subsidiaries have no material liabilities or obligations (whether absolute, contingent, accrued or otherwise), except for liabilities or obligations (i) reflected or reserved against in the Latest Balance Sheet or described in the notes thereto, (ii) incurred by the Company or its Subsidiaries in the Ordinary Course of Business after the date of the Latest Balance Sheet or (iii) described in the Company Disclosure Schedule. In addition, the Company and its Subsidiaries have no commitments to make any contributions to any university, foundation or other organization qualified under Section 501(c)(3) of the Code in an aggregate amount exceeding $50,000 in any fiscal year or exceeding an aggregate of $100,000 per commitment. No representation or warranty is made in this Section 5.7 with respect to any liability or obligation arising with respect to the subject matter of the representations and warranties contained in Sections 5.10, 5.12, 5.13, 5.14, 5.15, 5.16, 5.17, 5.18, 5.19 or 5.22.

     SECTION 5.8. Absence of Certain Changes . From the date of the Latest Balance Sheet until the date hereof (or, solely in the case of paragraph (a) below, from the date of the Latest Balance Sheet until the Closing Date), the business of the Company and its Subsidiaries has been conducted in the Ordinary Course of Business, and there has not been:

     (a) any event, occurrence or development which has had, or would reasonably be expected to have, a Material Adverse Effect;

     (b) any damage, destruction, loss or casualty to any properties or assets of the Company or any of its Subsidiaries, which is material to the businesses or operations of the Company and its Subsidiaries, taken as a whole;

     (c) the creation of any Lien (other than a Permitted Lien) on any material properties or assets of the Company or any of its Subsidiaries;

     (d) the transfer, lease, license, sale or other disposition of any properties or assets of the Company or any of its Subsidiaries, other than dispositions of or other transactions involving properties or assets that are not material to a Division and are in the Ordinary Course of Business;

     (e) any capital expenditures by the Company or any of its Subsidiaries in an amount exceeding $100,000 in the aggregate;

     (f) any change in compensation, severance or other employee benefits payable or to become payable by the Seller Group, the Company or any of its Subsidiaries to any Designated Executive, other than any changes (i) in the terms of Company Plans for the benefit of the Seller and its Subsidiaries or ERISA affiliates generally that are implemented to comply with applicable Law or that do not result in material costs to the Company or its Subsidiaries to maintain or implement or (ii) provided for in the Change of Control Agreements;

     (g) any change (other than any immaterial change) in compensation, severance or other employee benefits payable or to become payable by the Company or any of its Subsidiaries to its directors, officers or employees (other than Designated Executives) other

than any changes (i) in the terms of Company Plans for the benefit of the Seller and its Subsidiaries or ERISA affiliates generally that are implemented to comply with applicable Law or that do not result in material costs to the Company or its Subsidiaries to maintain or implement, (ii) required under the terms of any Company Plans or other written or oral Contracts or (iii) in the Ordinary Course of Business pursuant to other compensation programs (including bonus programs related to specific construction projects);

     (h) any acceleration of a material obligation of the Company or any Subsidiary under, the termination or cancellation of, or any material modification to, a Material Contract, other than in the Ordinary Course of Business;

     (i) any acceleration or delay in the collection of a material amount of the accounts receivable of the Company or any of its Subsidiaries or any delay in the payment of any material amount of accounts payable of the Company or any of its Subsidiaries, in each case outside of the Ordinary Course of Business;

     (j) any equity or debt investment by the Company or any of its Subsidiaries in, or any loan advances or capital contributions to, any other Person, other than investments, advances or capital contributions to Subsidiaries of the Company or pursuant to Other Joint Venture Arrangements or advances to employees, in each case in the Ordinary Course of Business;

     (k) any borrowing or other incurrence (including by way of guarantee) by the Company or any of its Subsidiaries of more than $50,000 individually or in the aggregate of indebtedness for borrowed money or in the form of capitalized lease obligations;

     (l) any issuance, sale or other disposition by the Company of any of its Equity Interests, or the granting of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its Equity Interests;

     (m) any declaration, setting aside or payment of any dividend or distribution with respect to the capital stock or other Equity Interests of the Company (whether in cash or in kind) or any redemption, purchase or other acquisition of any of its capital stock or other Equity Interests;

     (n) any loan or advance by the Company or any of its Subsidiaries to, or any other transaction between, the Company or any of its Subsidiaries on the one hand and any directors, officers or employees of the Company or any of its Subsidiaries on the other hand, other than loans, advances or relocation payments and the payment of compensation in the Ordinary Course of Business or as permitted pursuant to changes in employment arrangements of the type described in paragraphs (f) and (g) above;

     (o) any change in the accounting practices, procedures or methods, cash management practices or practices regarding the maintenance of the books, accounts and records of the Company or any of its Subsidiaries, except as required by GAAP and other than any increase in any reserve for Legal Proceedings or other matters that the Company determined, in good faith, was appropriate or advisable;

     (p) any action that, if taken after the date of this Agreement, would constitute a violation of the covenants contained in Section 7.2(c) or (d); or

     (q) any commitment or agreement to do any of the foregoing.

     SECTION 5.9. Subsidiaries; Investments .

     (a) Section 5.9(a) of the Company Disclosure Schedule sets forth (i) the name of each Subsidiary of the Company, (ii) the jurisdiction of incorporation or formation of each such Subsidiary, (iii) the authorized, issued and outstanding capital stock or other Equity Interests in each such Subsidiary and (iv) the names and addresses of the stockholders, equity holders or other holders of Equity Interests in each such Subsidiary and the class and number of Equity Interests held by each such holder. Section 5.9(a) also sets forth each joint venture, teaming or similar arrangement that gives rise to a sharing of profits and expenses with respect to one or more projects between the Company or any of its Subsidiaries on the one hand and any Third Party on the other that is not set forth on such schedule pursuant to the immediately preceding sentence because such joint venture or other arrangement does not constitute a Subsidiary of the Company (“ Other Joint Venture Arrangement ”) in respect of which the Company or any of its Subsidiaries has an obligation to make, or has made since April 1, 2005, any equity or debt investment, or any loans, advances or capital contributions, in excess of $100,000. Except as set forth in Section 5.9(a) of the Company Disclosure Schedule, the Company does not own, directly or indirectly, or have voting rights with respect to, any capital stock or other Equity Interests in any corporation, partnership or other Person.

     (b) Each Subsidiary of the Company that is organized as a corporation is duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. Each Subsidiary of the Company that is organized as a limited partnership or a limited liability company is duly formed, validly existing and (if applicable under the law of its jurisdiction of formation) in good standing under the laws of the jurisdiction of its formation and has all requisite partnership or limited liability company power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. Each Subsidiary of the Company is duly qualified to transact business as a foreign corporation, limited partnership or limited liability company (as the case may be) and is in good standing in each jurisdiction in which the nature of its activities or the character of the properties that it owns, leases or operates makes such qualification necessary, except where the failure to be so qualified or in good standing would not reasonably be expected to have a Division MAE. The Company has furnished or made available to the Purchaser correct and complete copies of the Organizational Documents of each Subsidiary.

     (c) All of the issued and outstanding Equity Interests in each Subsidiary of the Company (i) have been duly authorized, (ii) are validly issued, (iii) are (in the case of shares of capital stock) fully paid and nonassessable or (in the case of partnership interests or limited liability company interests) not subject to any future capital calls (except as provided in the Organizational Documents of such Subsidiary or under applicable Law) and (iv) are owned by the Company, directly or indirectly, free and clear of all Liens, other than

restrictions on transfer under the Organizational Documents of such Subsidiary or under federal and state securities laws as a result of the fact that the Equity Interests of such Subsidiary have not been registered or qualified for transfer under such laws. None of the issued and outstanding Equity Interests in any Subsidiary of the Company have been issued in violation of any preemptive rights or are subject to any preemptive rights in favor of any Person other than the Company or any of its Subsidiaries. There are no outstanding options, warrants, calls, rights, convertible securities or other agreements or commitments of any character pursuant to which the Company or any Subsidiary is or will be obligated to issue or sell any issued or unissued Equity Interests in any Subsidiary of the Company.

     SECTION 5.10. Real Property .

     (a) Neither the Company nor any of its Subsidiaries owns any Real Property.

     (b) Section 5.10(b) of the Company Disclosure Schedule sets forth a correct and complete list of all leasehold interests held by the Company or its Subsidiaries in any Real Property requiring annual payments to be made by the Company or its Subsidiaries in excess of $5,000 (“ Leasehold Property ”). The Company has heretofore made available to the Purchaser true and complete copies of all leases under which the Company or any of its Subsidiaries uses or occupies any Leasehold Property (the “ Leases ”). Each of the Leases constitutes a legal, valid and binding obligation of the Company or the applicable Subsidiary of the Company, subject to the Enforceability Exceptions. Neither the Company nor any of its Subsidiaries is in default under any Lease, nor has any notice of default been received by the Company or any of its Subsidiaries, except for any such default or notice of default that would not reasonably be expected to have a Division MAE. The Company and its Subsidiaries hold their Leasehold Property under each Lease free and clear of any Liens, other than Permitted Liens. There are no leases, subleases, licenses, concessions or other agreements, written or oral, pursuant to which the Company or any of its Subsidiaries has granted to any Person the right of use or occupancy of any portion of the Leasehold Property held by the Company or any of its Subsidiaries under a Lease.

     SECTION 5.11. Title to Tangible Assets . The Company and its Subsidiaries own and have good and valid title to, or have valid rights to use, all material tangible personal property used by them in connection with the conduct of their respective businesses, in each case, free and clear of all Liens, other than Permitted Liens.

     SECTION 5.12. Material Contracts; Warranties and Surety Bonds . As of the date hereof:

     (a) Section 5.12(a) of the Company Disclosure Schedule lists all of the following Contracts (collectively, the “ Material Construction Contracts ”):

     (i) each Contract under which the Company or any of its Subsidiaries has agreed to provide Construction Services and which contains a commitment as of November 30, 2006 on the part of any Person or Persons to make future payments to the Company or any of its Subsidiaries for such services in an aggregate amount in excess of $50,000,000; and

     (ii) each subcontract, purchase order or other Contract with any Material Subcontractor relating to the provision by such Material Subcontractor of services to the Company or its Subsidiaries in connection with the performance of Construction Services by the Company or any of its Subsidiaries, other than any Contract which contains a commitment as of November 30, 2006 on the part of the Company or any of its Subsidiaries to make future payments in an amount less than $5,000,000.

     (b) Section 5.12(b) of the Company Disclosure Schedule lists all of the following Contracts (collectively, the “ Other Material Contracts ”):

     (i) each Contract (other than any Contract under which the Company or any of its Subsidiaries has agreed to provide Construction Services) which contains a commitment on the part of any Person or Persons to make future payments to the Company or any of its Subsidiaries in an aggregate amount in excess of $500,000;

     (ii) each Contract (other than a subcontract, purchase order or other Contract under which any Person or Persons have agreed to provide materials, supplies or services to the Company or a Subsidiary in connection with the performance of Construction Services by the Company or any of its Subsidiaries) which contains a commitment as of December 31, 2006 on the part of the Company or any of its Subsidiaries to make future payments to any other Person or Persons in an aggregate amount in excess of $250,000;

     (iii) each Contract governing any Other Joint Venture Arrangement which relates to a project in respect of which the aggregate future revenues expected to be paid to the Company or any of its Subsidiaries exceeds $10,000,000;

     (iv) each Contract which provides for the borrowing of funds, incurrence of indebtedness or guaranty of any indebtedness of any Person by the Company or any of its Subsidiaries, or the issuance of any letter of credit for which the Company or any of its Subsidiaries has a reimbursement obligation;

     (v) each Contract under which the Company or any of its Subsidiaries have agreed to indemnify or reimburse any surety in respect of amounts paid or claimed against any Surety Bonds;

     (vi) each Contract (other than any Contract listed in Section 5.10(b) of the Company Disclosure Schedule) which provides for the sale or lease of any material properties or assets by or to the Company or any of its Subsidiaries;

     (vii) each Contract containing covenants limiting the freedom of the Company or any of its Subsidiaries to compete in any line of business or with any other Person; and

     (viii) each other Contract (other than any Contract under which the Company or any of its Subsidiaries has agreed to provide Construction Services, any subcontract, purchase order or other Contract with a subcontractor or any

Contract listed in Section 5.10(b), 5.13(b), 5.16, 5.17(d), 5.20 or 5.21 of the Company Disclosure Schedules) that is material to any Division, taken as a whole.

     (c) The Company has made available to the Purchaser true and correct copies of each Material Construction Contract and Other Material Contract (collectively, the “ Material Contracts ”). To the Company’s Knowledge, each Material Contract is in full force and effect and enforceable against the Person or Person who has agreed to provide such benefits, subject to the Enforceability Exceptions. Neither the Company nor any of its Subsidiaries is in breach or default in the performance of its duties and obligations under any Material Contract, except for any such breach or default that would not reasonably be expected to have a Division MAE. In addition, with respect to each Material Contract:

     (i) since April 1, 2005, the Company has not received any written notice from the Third Party that is a party to such Material Contract stating that such Third Party intends to cancel or terminate such Material Contract or to assert a claim against the Company or any of its Subsidiaries for liquidated damages thereunder;

     (ii) the Company has not received written notice of, and to the Company’s Knowledge, there is not pending or threatened, any dispute or controversy with respect to any Material Contract between the Company or any of its Subsidiaries on the one hand and the Third Party or Third Parties that are parties thereto on the other hand, except, in each case, for any dispute or controversy that is not material to the Division that is responsible for performing such Material Contract; and

     (iii) None of the Material Contracts contains a Change of Control Provision or a provision prohibiting direct or indirect ownership of the Equity Interests of the Company by any Person that is a citizen of, or organized or incorporated under the laws of, any jurisdiction other than the United States or any states or territories thereof.

     (d) Section 5.12(d) of the Company Disclosure Schedule sets forth a list of all outstanding contractual warranties and guarantees furnished by or on behalf of the Company or any of its Subsidiaries with respect to Construction Services performed by them or the construction projects in connection with which such services were performed that have been completed since April 1, 2005 and which extend beyond one year from the date of completion of such Construction Services or construction projects, excluding warranties and guarantees furnished by subcontractors, material suppliers or other third parties and excluding warranties and guarantees for which the Company has reasonable and appropriate insurance coverage.

     (e) Section 5.12(e) of the Company Disclosure Schedule sets forth a list of all Surety Bonds (bid, performance or other) outstanding as of December 31, 2006 which were obtained in connection with ongoing Construction Services being performed by the Company or any of its Subsidiaries as of such date and as to which the Company or any of its Subsidiaries have any reimbursement or similar obligation; provided, that for the avoidance of doubt, Section 5.12(e) of the Company Disclosure Schedule (and any update

delivered pursuant to Section 2.2) does not list any Surety Bonds relating to Construction Services that have been completed as of such date but that remain outstanding for statutory or warranty purposes.

     (f) Section 5.12(f) of the Company Disclosure Schedule sets forth a list of all Claims asserted in writing against the Company since April 1, 2005 (i) by any Third Party against the Company or any of its Subsidiaries with respect to the warranties and guarantees listed in Section 5.12(d) of the Company Disclosure Schedule, (ii) by any Owner with respect to the warranties provided to such Owner under a Contract for Construction Services between the Company or any of its Subsidiaries and such Owner, (iii) by any First Tier Subcontractor against any sureties of the Company or its Subsidiaries with respect to the outstanding Surety Bonds listed in Section 5.12(e) of the Company Disclosure Schedule or (iv) by any subcontractor to the Company or any of its Subsidiaries that is not a First Tier Subcontractor in an amount in excess of $1,000,000 against any sureties of the Company or its Subsidiaries with respect to the outstanding Surety Bonds listed in Section 5.12(e) of the Company Disclosure Schedule.

     (g) Part I of Section 5.12(g) of the Company Disclosure Schedule contains a copy of the Company’s Project Dispute List dated December 31, 2006 (the “ Project Dispute List ”). The Project Dispute List was prepared by management of the Company in the Ordinary Course of Business on a basis in accordance with the principles and procedures described in Part II of Section 5.12(g) of the Company Disclosure Schedule. The description contained in the Project Dispute List of each disputed matter between the Company or any of its Subsidiaries on the one hand and any Third Party on the other hand in connection with any Contract for the performance of Construction Services, together with the estimated loss amounts arising out of such disputed matters and set forth in the Project Dispute List, reflects the good faith assessment of management of the Company based on the information available to management as of the date of the Project Dispute List. The Company has made available to the Purchaser a true and correct copy of each Contract listed in the Project Dispute List.

     (h) Section 5.12(h) of the Company Disclosure Schedule lists all of the following Contracts:

     (i) each Contract between the Company or any of its Subsidiaries on the one hand and any Governmental Authority on the other hand that contains a Change of Control Provision or a provision prohibiting direct or indirect ownership of the Equity Interests of the Company by any Person that is a citizen of, or organized or incorporated under the laws of, any jurisdiction other than the United States or any states or territories thereof;

     (ii) each Contract under which the Company or any of its Subsidiaries grants any power of attorney or similar authority to (A) any Person other than any director, officer or employee of the Company or (B) any director or officer of the Company whose resignation is to be submitted at the Closing pursuant to Section 2.2(o) other than, in each case, any power of attorney or similar authority that is contained in or ancillary to any Surety Bond, Organizational Documents of the

Company or any of its Subsidiaries, any license agreement or in any Other Joint Venture Agreement entered into in the Ordinary Course of Business.

     SECTION 5.13. Intellectual Property .

     (a) Section 5.13(a) of the Company Disclosure Schedule lists each of the following:

     (i) all issued Patents and pending Patent applications, if any, in which the Company or any of its Subsidiaries has an ownership interest;

     (ii) all registered Trademarks and pending Trademark applications and registrations and material unregistered Trademarks, if any, in which the Company or any of its Subsidiaries has an ownership interest; and

     (iii) all registered Copyrights and pending Copyright applications, if any, in which the Company or any of its Subsidiaries has an ownership interest.

     (b) Section 5.13(b) of the Company Disclosure Schedule lists each of the following:

     (i) all licenses under which any material Intellectual Property used in the businesses of the Company or any of its Subsidiaries is licensed to the Company or any of its Subsidiaries by a Third Party (excluding any “off the shelf,” “shrink-wrap” or “click-through” licenses); and

     (ii) all licenses granted by the Company or any of its Subsidiaries to any Third Party relating to any material Intellectual Property owned by the Company or any of its Subsidiaries.

     (c) To the Company’s Knowledge, each of the Company and its Subsidiaries owns or has (or, in the case of Trademarks identified in Section 5.13(a) of the Company Disclosure Schedule, will own or have as of the Closing Date) a valid right to use all Intellectual Property identified in Sections 5.13(a) and (b) of the Company Disclosure Schedule that is currently used in the businesses of the Company and its Subsidiaries, other than any Trademarks that contain the word “Centex” (which will be retained by Centex and as to which the Company and its Subsidiaries will not have any rights after the Closing).

     (d) Since April 1, 2005, neither the Company nor any of its Subsidiaries has received any written notice asserting that the conduct of their businesses infringes upon or violates any Intellectual Property of any Person other than any immaterial infringement or violation.

     SECTION 5.14. Litigation

     (a) Section 5.14 of the Company Disclosure Schedule sets forth a correct and complete list of all material Legal Proceedings pending or, to the Company’s Knowledge, threatened in writing against the Company or any of its Subsidiaries or any of their respective properties, assets or businesses.

     (b) As of the date hereof, there are no Legal Proceedings pending or, to the Company’s Knowledge, threatened against the Company (i) that relate to this Agreement or any action taken or to be taken by the Company in connection with, or which seek to enjoin or obtain monetary damages in respect of, this Agreement or (ii) that would reasonably be expected to adversely affect the ability of the Company to perform its material obligations under and consummate the transactions contemplated by this Agreement.

     SECTION 5.15. Labor and Employment Matters . Neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement or other similar labor contract, nor is any such contract or agreement in the process of being negotiated. To the Company’s Knowledge, there are no activities or proceedings of any labor union to organize any employees of the Company or any of its Subsidiaries. No work stoppage or labor strike against the Company or any of its Subsidiaries is pending or, to the Company’s Knowledge, threatened. There are no unfair labor practice complaints pending or, to the Company’s Knowledge, threatened against the Company or any of its Subsidiaries in connection with the business or operations of the Company and its Subsidiaries which would reasonably be expected to result in a loss in excess of $50,000. The Company and its Subsidiaries are in compliance in all material respects with all applicable state and federal Laws respecting employment. There are no pending, or to the Company’s Knowledge, threatened material administrative charges, complaints or other proceedings alleging discrimination, wrongful discharge, violation of state and federal wage and hour laws, or asserting any other material claims relating to the employment practices of the Company or any of its Subsidiaries. Since April 1, 2005, the Company has not taken any action which has constituted a “mass layoff” or “plant closing” within the meaning of the WARN Act or has otherwise triggered notice requirements or liability under any local or state plant closing notice law.

     SECTION 5.16. Employee Benefits .

     (a) Schedule 5.16(a) sets forth a true and complete list of each Company Plan, which identifies each Company Plan that is (i) sponsored or maintained by the Company or any of its Subsidiaries at the Company or Subsidiary level and (ii) each Company Plan that is sponsored or maintained by Seller or any other member of the Seller Group (each such Plan described in clause (ii) shall be hereinafter referred to as a “ Seller Plan ”). With respect to each Company Plan, the Company has made available to the Purchaser a true and correct copy of (A) the three most recent annual reports (Form 5500) filed with the applicable government agency, (B) each such Company Plan that has been reduced to writing and all amendments thereto, (C) each trust agreement, insurance contract or administration agreement relating to each such Company Plan, (D) a written summary of each unwritten Company Plan, (E) the most recent summary plan description or other written explanation of each Company Plan provided to participants, (F) the most recent actuarial report or valuation relating to a Company Plan subject to Title IV of ERISA, (G) the most recent determination letter or opinion letter and request therefor, if any, issued by the IRS with respect to any Company Plan intended to be qualified under section 401(a) of the Code, (H) any request for a determination currently pending before the IRS as to qualification under Section 401(a) of the Code, (I) all correspondence with the IRS, the Department of Labor, or Pension Benefit Guaranty Corporation relating to any outstanding controversy or with respect to any other material matter that has been resolved in the

previous three years, and (J) all forms and certificate samples used to comply with Sections 4980B, 9801 and 9802 of the Code. Each Company Plan complies in form and has complied in operation in all material respects with its own terms and with all applicable requirements of ERISA, the Code and all other applicable Laws. No “reportable event” (within the meaning of Section 4043 of ERISA) has occurred with respect to any Company Plan for which the 30 day notice requirement has not been waived. Neither the Seller, the Company nor any of their ERISA Affiliates (as hereinafter defined) has had any obligation to contribute to any Company Multiemployer Plan within the past six years. No action has been taken, or is currently being considered, by the Seller or the Company or any ERISA Affiliate to terminate or withdraw from any Company Plan nor any other plan maintained by the Seller, the Company or any ERISA Affiliate subject to Title IV of ERISA (“Group Pension Plan”) and, to the Company’s Knowledge, the Pension Benefit Guaranty Corporation has not taken any action to initiate the termination of any such Company Plan or Group Pension Plan. No Company Plan nor Group Pension Plan, nor any trust created thereunder, has incurred any “accumulated funding deficiency” (as defined in Section 302 of ERISA), whether or not waived. No Company Plan is subject to Title IV of ERISA.

     (b) To the Company’s Knowledge, except for routine contributions due and owing, with respect to the Company Plans, no event has occurred and there exists no condition or set of circumstances in connection with which the Company or any of its Subsidiaries or ERISA Affiliates or Company Plan or Group Pension Plan fiduciary could be subject to any material liability under the terms of such Company Plans, Group Pension Plan, ERISA, the Code or any other applicable Law. All Company Plans that are intended to be qualified under Section 401(a) of the Code have been determined by the IRS to be so qualified, or a timely application for such determination is now pending and, to the Company’s Knowledge, there is no reason why any such Company Plan is not so qualified in operation. None of the Seller, the Company nor any of the Company’s Subsidiaries or ERISA Affiliates has any liability or obligation under any welfare plan to provide benefits after termination of employment to any employee or dependent other than as required by Section 4980B of the Code.

     (c) Section 5.16(c) of the Company Disclosure Schedule contains a list of all (i) employment and severance agreements with directors, officers or other employees of the Company or any of its Subsidiaries, (ii) severance programs and policies of the Company or any of its Subsidiaries with or relating to employees of the Company or its Subsidiaries and (iii) plans, programs, agreements and other arrangements of the Company or any of its Subsidiaries with or relating to employees of the Company or its Subsidiaries containing Change of Control Provisions.

     (d) Neither the Company nor any of its Subsidiaries is a party to any agreement, contract or arrangement that could result, separately or in the aggregate, in the payment, acceleration or enhancement of any employee benefit as a result of the transactions contemplated hereby including the payment of any “excess parachute payments” within the meaning of Section 280G of the Code.

     (e) There is no Company Plan that is subject to the laws of a foreign government or jurisdiction.

     SECTION 5.17. Taxes .

     (a) All material Tax Returns that are or were required to be filed by or with respect to the Company or any of its Subsidiaries, either separately or as a member of a group of corporations, pursuant to applicable Law, have been filed and are complete and accurate in all material respects. The Company has delivered or made available to the Purchaser copies of all federal, state and local income Tax Returns that pertain solely to the Company or any of its Subsidiaries during the period of ownership of such Subsidiary which were filed for periods beginning on or after April 1, 2001. The Company and its Subsidiaries have paid all Taxes that are due under applicable Law, including any Taxes shown on any such Tax Returns.

     (b) None of the federal or state income Tax Returns of the Company or any of its Subsidiaries has been audited by relevant federal or state tax authorities. No adjustments have been made by the IRS to the income of the Company or any of its Subsidiaries on the United States federal income Tax Returns filed by the Company and its Subsidiaries as members of the consolidated return group which includes the Company and its Subsidiaries. Neither the Company, the parent of its consolidated return group, nor any of the Company’s Subsidiaries has given or been requested to give waivers or extensions (or is or would be subject to a waiver or extension given by any other Person) of any statute of limitations relating to the payment of Taxes for which the Company or any such Subsidiary may be liable. No audit or other proceeding by any Governmental Authority is pending or, to the Company’s Knowledge, threatened with respect to any Taxes due from or with respect to the Company or any of its Subsidiaries or any Tax Return filed by or with respect to the Company or any of its Subsidiaries.

     (c) All Taxes that are or were required by Law to be withheld or collected by the Company or any of its Subsidiaries have been duly withheld or collected and, to the extent required, have been paid to the proper Governmental Authority or other Person.

     (d) The tax sharing policy of the Seller and its Affiliates shall be terminated as it applies to the Company and its Subsidiaries prior to the Closing and neither the Company nor any Subsidiary will have any obligations with respect to any tax sharing agreement or policy from and after the Closing.

     (e) There are no Liens with respect to Taxes which have been placed on the assets or stock of the Company or any of its Subsidiaries, except for Permitted Liens.

     (f) In the last five years, neither the Company nor any of its Subsidiaries has been a party to a transaction that has been reported as a reorganization within the meaning of Code section 368, or distributed as a corporation (or been distributed) in a transaction that is reported to qualify under Code section 355.

     (g) In the last five years, no claim has been made in writing by any taxing authority in a jurisdiction where the Company or its Subsidiaries do not file Tax Returns that it is or may be subject to taxation by, or required to file any Tax Return in, that jurisdiction with respect to any income or other material Taxes.

     (h) Neither the Company nor any of its Subsidiaries has been a party to a “reportable transaction” as such term is defined in Treasury Regulation Section 1.6011-4(b)(1) or to a transaction that is or is substantially similar to a “listed transaction,” as such term is defined in Treasury Regulation Section 1.6011-4(b)(2).

     (i) Under United States federal, state and local and foreign Tax law, neither the Purchaser nor the Company is required to deduct and withhold any amount from the Purchase Price to be paid to any Person pursuant to Article I.

     (j) Each of the entities identified in Section 5.17(j) of the Company Disclosure Schedule qualifies (and has since the date of each such entity’s formation qualified), and will qualify immediately after the Closing Date, to be treated as a partnership or entity disregarded as separate from its owners for United States federal income tax purposes, and none of the Company, any person in the Seller Group, or the IRS has taken a position inconsistent with such treatment.

     SECTION 5.18. Permits; Compliance with Laws . The Company and its Subsidiaries hold all Permits that are material to the Company and its Subsidiaries, taken as a whole, or material to any Division and are required to conduct the business and operations of the Company and its Subsidiaries (“ Material Permits ”). The Company and each of its Subsidiaries has fulfilled and performed in all material respects its obligations under each of its Material Permits, and each such Material Permit is valid, existing and in full force and effect. Since April 1, 2005, neither the Company nor any of its Subsidiaries has received any written notice or, to the Company’s Knowledge, any other notice, that it is in violation of any of the terms or conditions of any such Material Permit other than any immaterial violation. The Company and its Subsidiaries have conducted their operations in material compliance with all applicable Laws, including Laws regulating the performance of Construction Services; provided, however , that the foregoing representations and warranties do not address any of the matters expressly covered by Section 5.1, 5.9(b), 5.13, 5.15, 5.16, 5.17 or 5.19.

     SECTION 5.19. Environmental Laws .

     (a) The Company and its Subsidiaries have obtained or filed applications for all material Permits required under applicable Environmental Laws to conduct their respective businesses as they are currently being conducted.

     (b) The Company and its Subsidiaries have conducted their respective businesses in compliance in all material respects with all applicable Environmental Laws.

     (c) No written notification, demand, request for information, citation or order under and arising out of any actual or alleged material violation of any Environmental Law has been issued to or filed against the Company or its Subsidiaries since April 1, 2002.

     (d) No investigation or review is pending for which the Company has received written notification and, to the Company’s Knowledge, no investigation or review is threatened against the Company or its Subsidiaries, in either case by any Governmental

Authority under and arising out of any actual or alleged material violation of any applicable Environmental Law in connection with the conduct of their respective businesses.

     (e) To the Company’s Knowledge, there are no Claims for personal injury which have been asserted against the Company or any of its Subsidiaries since April 1, 1996 as a result of damages caused by the presence of mold or asbestos at any Owner’s site where the Company or any of its Subsidiaries has provided or is providing Construction Services.

     SECTION 5.20. Insurance . Part I of Section 5.20 of the Company Disclosure Schedule lists the insurance policies maintained by the Company and its Subsidiaries. Part II of Section 5.20 of the Company Disclosure Schedule lists the insurance policies maintained by the Seller Group that provide coverage for the businesses, assets and/or properties of the Company and its Subsidiaries. All of such policies are in full force and effect and none of the Company or any of its Subsidiaries is in material default of any provision thereof or has received notice of cancellation or termination thereof. Except as described in Part I of Section 5.20 of the Company Disclosure Schedule, the policies listed therein will continue in effect after the consummation of the transactions contemplated by this Agreement until the termination or expiration thereof in accordance with their respective terms. The policies listed in Part II of Section 5.20 of the Company Disclosure Schedule will terminate as to the Company and its Subsidiaries upon the consummation of the transactions contemplated by this Agreement, and the Company and its Subsidiaries will have no further coverage or rights thereunder, except that this sentence shall not apply to the rights of the Company under Section 7.15 in respect of coverage that continues to be provided to members of the Seller Group thereunder.

     SECTION 5.21. Affiliated Transactions . There is no written or oral Contract, arrangement, liability or obligation between the Company or any of its Subsidiaries, on the one hand, and any member of the Seller Group, on the other hand, that will continue in effect or give rise to any obligation on the part of the Company or any of its Subsidiaries after the Closing Date in excess of $50,000. Other than travel advances made to employees of the Company or any of its Subsidiaries in the Ordinary Course of Business, neither the Company nor any of its Subsidiaries has any loan outstanding to, and since January 1, 2005 has not extended or maintained credit to, any director, officer or employee of the Company or any of its Subsidiaries.

     SECTION 5.22. Fees . Neither the Company nor any of its Subsidiaries has paid or become obligated to pay any fee or commission to any broker, finder or intermediary in connection with the transactions contemplated hereby.

ARTICLE VI

     The Purchaser hereby represents and warrants to the Seller that, except as set forth in the Disclosure Schedule delivered by the Purchaser to the Seller (the “ Purchaser Disclosure Schedule ”):

     SECTION 6.1. Organization; Power and Authority . The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of Delaware. The Purchaser has all requisite corporate power and authority to own and operate its properties and assets and conduct its business and operations as presently being conducted.

     SECTION 6.2. Authorizations; Execution and Validity . The Purchaser has all requisite power and authority to execute and deliver this Agreement, perform its obligations hereunder and consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Purchaser, the performance by the Purchaser of its obligations hereunder and the consummation by the Purchaser of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Purchaser. This Agreement has been duly and validly executed and delivered by the Purchaser, constitutes a valid and binding obligation of the Purchaser and is enforceable against the Purchaser in accordance with its terms, subject to the Enforceability Exceptions.

     SECTION 6.3. Absence of Conflicts . The execution and delivery by the Purchaser of this Agreement, the performance by the Purchaser of its obligations hereunder and the consummation by the Purchaser of the transactions contemplated hereby will not (i) result in any violation or breach of any provision of the Organizational Documents of the Purchaser, (ii) result in any violation or breach of, or constitute a default under, any term or provision of any Contract, franchise, permit, license or other instrument or document to which the Purchaser is a party or by which its properties or assets are bound or (iii) assuming that the filings referred to in Section 6.4 are made (and that the applicable “waiting period” under the HSR Act has expired or been terminated), result in any violation of any Law or any Order applicable to the Purchaser or its properties or assets, except for any of the matters referred to in clauses (ii) or (iii) above which would not reasonably be expected to prevent, impede or materially delay or otherwise affect in any material respect the transactions contemplated by this Agreement.

     SECTION 6.4. Governmental and Third Party Approvals . There is no Governmental Requirement or Third-Party Requirement applicable to the Purchaser which is necessary for the valid execution and delivery by the Purchaser of this Agreement, the due performance by the Purchaser of its obligations hereunder or the lawful consummation by the Purchaser of the transactions contemplated hereby, except for (i) the filing by or on behalf of the Purchaser or its “ultimate parent entity” of notification with the FTC or DOJ under the HSR Act and the expiration or termination of the applicable “waiting period” thereunder and (ii) any other requirement which, if not satisfied, would not reasonably be expected to prevent, impede, delay or materially delay or otherwise affect in any material respect the transactions contemplated by this Agreement.

     SECTION 6.5. Litigation . There are no Legal Proceedings pending or, to the Purchaser’s knowledge, threatened against the Purchaser or to which the Purchaser is a party (i) that relate to this Agreement or any action taken or to be taken by the Purchaser in connection with, or which seek to enjoin or obtain monetary damages in respect of, this Agreement or (ii) that would reasonably be expected to adversely affect in any material respect the ability of the Purchaser to perform its obligations under and consummate the transactions contemplated by this Agreement.

     SECTION 6.6. Sophisticated Purchaser; Access to Information; Investment Intent .

     (a) The Purchaser (i) is knowledgeable, sophisticated and experienced in business and financial matters of the type contemplated by this Agreement, (ii) is able to bear the economic risks associated with its investment in the Shares, (iii) has been furnished with certain information relating to the Company and its Subsidiaries relevant to the investment by the Purchaser in the Shares and (iv) has been afforded the opportunity to ask questions regarding such matters; provided , that nothing in this Section 6.6(a) shall (or is intended to) limit the Purchaser’s rights to indemnification pursuant to Article XII.

     (b) The Purchaser is acquiring the Shares for its own account for the purpose of investment and not with a view to or for sale in connection with any distribution thereof in violation of the Securities Act or any other applicable federal or state securities laws. The Purchaser has not agreed to transfer the Shares to any other Person or to grant any rights in the Shares to any other Person except in compliance with the Securities Act or any other applicable federal or state securities laws.

     (c) The Purchaser understands that the Shares have not been registered under the Securities Act or the applicable securities or blue sky laws of any State or other jurisdiction and, accordingly, must be held indefinitely unless a subsequent sale or other transfer thereof is registered under the Securities Act and such securities or blue sky laws or is exempt from registration thereunder.

     (d) The Purchaser is an “accredited investor” as defined in Rule 501(a) under the Securities Act.

     (e) The Purchaser understands that the exemptions from registration under the Securities Act and state securities or blue sky laws relied upon by the Seller in connection with the sale of the Shares pursuant to this Agreement are based in part on the matters addressed in this Section 6.6.

     SECTION 6.7. Financing . The Purchaser has, and will have as of the Closing Date, sufficient funds with which to pay the Initial Purchase Price, together with all fees and expenses incurred by or on its behalf in connection with the transactions contemplated by this Agreement.

     SECTION 6.8. Fees . The Purchaser and its Affiliates have not paid or become obligated to pay any fee or commission to any broker, finder or intermediary in connection with the transactions contemplated hereby.

ARTICLE VII
COVENANTS

     SECTION 7.1. Cooperation; Certain Consents and Approvals .

     (a) From the date hereof until the Closing Date, upon the terms and subject to the conditions of this Agreement, each of the parties shall use commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things

necessary, proper or advisable (subject to any applicable Laws) to consummate the transactions contemplated by this Agreement as promptly as practicable, including the preparation and filing of all forms, registrations and notices required to be filed to consummate the transactions contemplated hereby, and the taking of such actions as are necessary to obtain any requisite Consents, Orders, Permits, qualifications, exemptions or waivers from any Third Party or Governmental Authority. As used in this Section 7.1, the term “commercially reasonable efforts” shall not be deemed to include (i) entering into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority in connection with the transactions contemplated hereby or (ii) divesting or otherwise holding separate (including by establishing a trust or otherwise), or taking any other similar action (or otherwise agreeing to do any of the foregoing) with respect to any party hereto or any of its Subsidiaries or any of their respective Affiliates’ businesses, assets or properties; provided, however , that, (A) in the case of any actions that are necessary to obtain any required security clearances or any requisite Consents, Orders, Permits, qualifications, exemptions or waivers from the Defense Security Service, clause (ii) above shall not be construed to limit the obligation of the Purchaser or the Company to enter into any security agreement, enter into any voting trust, hold separate any Subsidiaries of the Company or any assets or personnel used in the performance of Contracts of the Company or any of its Subsidiaries for which a security clearance is required or take any other similar action (or agree to do any of the foregoing) and (B) in the case of actions that are necessary in order to satisfy the condition set forth in Section 9.5, clause (ii) above shall not be construed to limit the obligation of the Purchaser or the Company to modify the terms of, or divest or transfer to a Third Party, any Contract of the Company or any of its Subsidiaries if required in order to satisfy the requests or demands of any Governmental Authority that is a party to such Contract or for whom the work in connection with such Contract is to be performed. In addition, no party shall knowingly take any action from the date hereof until the Closing Date (other than any action required to be taken under this Agreement or to which the other parties shall have granted their consent) that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any Consent, Order, Permit, qualification, exemption or waiver from any Governmental Authority or other Person required to be obtained prior to Closing.

     (b) To the extent permitted by applicable Law and subject to any limitations on access to information provided for in Section 7.3, each party shall consult with the other parties with respect to, and provide any information reasonably requested by the other parties in connection with, all material filings made with any Governmental Authority in connection with this Agreement and the transactions contemplated hereby. If any party or any of its Affiliates receives a request for information or documentary material from any Governmental Authority with respect to any of the transactions contemplated hereby, such party shall endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and, to the extent permitted by applicable Law, after consultation with the other parties, an appropriate response in compliance with such request.

     (c) In addition to and without limiting any of the other covenants of the parties contained in this Section 7.1, the Purchaser and the Company shall (i) take promptly all actions necessary to make the filings required of them or their “ultimate parent entities” under the HSR Act, (ii) comply, at the earliest practicable date, with any request for additional information or documentary material received by them, or any of their respective

Affiliates from the FTC or the DOJ pursuant to the HSR Act or from any state attorney general or other Governmental Authority in connection with antitrust matters, (iii) cooperate with each other in connection with any filing under the HSR Act and in connection with resolving any investigation or other inquiry concerning the transactions contemplated hereby commenced by the FTC, DOJ, any state attorney general or any other Governmental Authority, (iv) use commercially reasonable efforts to resolve such objections, if any, as may be asserted with respect to the transactions contemplated hereby under any antitrust Law (subject to the proviso contained in the first sentence of Section 7.1(a)), (v) not agree to participate in any meeting or discussion with any Governmental Authority in connection with proceedings under or relating to the HSR Act or the Exon-Florio Amendment, unless it consults with the other parties in advance, and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate thereat, (vi) consult and cooperate with one another in connection with all analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to the HSR Act or the Exon-Florio Amendment and (vii) advise the other parties promptly of any material communication received by such party from the FTC, DOJ, CFIUS, any state attorney general or any other Governmental Authority regarding any of the transactions contemplated hereby, and of any understandings, undertakings or agreements (oral or written) such party proposes to make or enter into with the FTC, DOJ, CFIUS any state attorney general or any other Governmental Authority in connection with the transactions contemplated hereby. Concurrently with the filing of notifications under the HSR Act or as soon thereafter as practicable, the Purchaser and the Company shall each request early termination of the applicable “waiting period” under the HSR Act.

     (d) The Purchaser and the Seller shall prepare and file within three Business Days following the date hereof a joint notice under the Exon-Florio Amendment with the Committee on Foreign Investment in the United States (“ CFIUS ”) with respect to the transactions contemplated by this Agreement (the “ CFIUS Notice ” ). The Purchaser and Seller shall use commercially reasonable efforts to obtain confirmation from the staff of CFIUS that the transactions contemplated by this Agreement do not fall within the scope of transactions requiring investigation under the Exon-Florio Amendment. Notwithstanding the provisions of section 7.1(a), if requested by any Governmental Authority in connection with its consideration of the transactions contemplated by this Agreement, the Purchaser and Seller shall use commercially reasonable efforts to mitigate Foreign Ownership, Control or Influence on the Purchaser and/or any concerns raised by CFIUS.

     SECTION 7.2. Conduct of Business . From the date hereof until the Closing Date, the Company shall (and shall cause each of its Subsidiaries to), unless the Purchaser shall otherwise consent in writing (which consent shall not be unreasonably withheld or delayed) or except as described in Section 7.2 of the Company Disclosure Schedule or as otherwise specifically contemplated by this Agreement:

     (a) operate its businesses only in the Ordinary Course of Business;

     (b) maintain its books, accounts and records in the usual, regular and ordinary manner, on a basis consistent with prior years, and not make any material change to any of its accounting principles, except as required by GAAP in effect at the time of the relevant

determination; provided, however , that this paragraph (b) shall not prohibit the Company from increasing any reserve for Legal Proceedings or other matters if it determines in good faith that such increase is appropriate or advisable;

     (c) not adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other corporate or other legal entity reorganization of the Company or any of its Subsidiaries or otherwise alter the legal structure or form of the Company or any of its Subsidiaries;

     (d) not amend or modify, or cause or permit to be amended or modified, the Company’s or any Subsidiary’s Organizational Documents;

     (e) not issue, sell, transfer or pledge any of its Equity Interests nor issue or grant any options, warrants, calls, rights, convertible securities or other agreements or commitments of any character pursuant to which it would be obligated to issue or sell any Equity Interests or split, combine or reclassify any Equity Interests;

     (f) not make or commit to make any change in compensation, severance or other employee benefits payable or to become payable by the Seller Group, the Company or any of its Subsidiaries to any Designated Executive, other than any change (i) in the terms of Company Plans for the benefit of the Seller and its Subsidiaries or ERISA affiliates generally that are implemented to comply with applicable Law or that do not result in material costs to the Company or its Subsidiaries to maintain or implement, (ii) that, when taken together with all such changes, does not increase the aggregate amount of such compensation, severance or other employee benefits payable or to become payable by more than 5% over the aggregate amount payable as of the date of this Agreement, (iii) provided in the Change of Control Agreements or (iv) under the terms of any Company Plans or other written or oral Contracts in effect on the date hereof;

     (g) not make or commit to make any change (other than any immaterial change) in compensation (including bonuses or other incentive compensation), severance or other employee benefits payable or to become payable by the Company or any of its Subsidiaries to any of its directors, officers or employees (other than any Designated Executives), other than any change (i) in the terms of Company Plans for the benefit of the Seller and its Subsidiaries or ERISA affiliates generally that are implemented to comply with applicable Law or that do not result in material costs to the Company or its Subsidiaries to maintain or implement or (iv) made in the Ordinary Course of Business pursuant to other compensation programs (including bonus programs related to specific construction projects) in effect on the date of this Agreement, (ii) that, when taken together with all such changes, does not increase the aggregate amount of such compensation, severance or other employee benefits payable or to become payable by more than 5% over the aggregate amount payable as of the date of this Agreement or (ii) required under the terms of any Company Plans or other written or oral Contracts in effect on the date of this Agreement;

     (h) not transfer, by way of dividend, distribution, contribution or otherwise, any material assets used in the business of the Company or any of its Subsidiaries to any member of the Seller Group, except in the Ordinary Course of Business;

     (i) consult with the Purchaser in connection with the entry into any new Contract under which the Company or its Subsidiaries would agree to provide Construction Services and which is expected to contain a commitment on the part of any Person or Persons to make future payments to the Company or any of its Subsidiaries for such services in an aggregate amount in excess of $100,000,000, it being understood that the approval of the Purchaser shall not be required in order to enter into any such Contract;

     (j) consult with the Purchaser if the Company determines that it will terminate the employment of any Designated Executive with or without cause, it being understood that the approval of the Purchaser shall not be required in order to effect any such termination;

     (k) not enter into any material Contract that contains a Change of Control Provision that would be applicable to the transactions contemplated by this Agreement;

     (l) not accelerate any material obligation of the Company or any of its Subsidiaries under, terminate or cancel, or make any material modification to, any Material Contract, other than in the Ordinary Course of Business;

     (m) not enter into or adopt any bonus, incentive, deferred compensation, insurance, medical, hospital, disability or severance plan, agreement or arrangement, employee benefit plan or employment, consulting or management agreement maintained for the benefit of employees of the Company and its Subsidiaries, other than consulting agreements entered into in the Ordinary Course of Business, or amend any Company Plan in any material respect if the applicable amendment affects employees of the Company and its Subsidiaries, other than any such amendment that is made to maintain the qualified status of such plan or its continued compliance with applicable Law;

     (n) except with respect to the consolidated federal income Tax Return of the Seller and its Subsidiaries and any similar consolidated or combined state Tax Returns, and items reported on any such Tax Returns, not make any material Tax election, change an annual accounting period, adopt or change any accounting method with respect to Taxes, file any amended material Tax Return, enter into any material closing agreement with respect to Taxes or a Tax Return, settle or compromise any proceeding with respect to any material Tax claim or assessment relating to the Company or any of its Subsidiaries, surrender any right to claim a material Tax refund or consent to any extension or waiver of the limitation period applicable to any material Tax claim or assessment relating to the Company or any of its Subsidiaries;

     (o) not make any capital expenditure in an amount in excess of $50,000, individually, and not commit to make any capital expenditure in an amount in excess of $100,000, individually, in each case, other than capital expenditures made or committed to be made in connection with the Company’s or any of its Subsidiaries’ performance of Construction Services provided or to be provided under any Contract for Construction Services;

     (p) not incur, assume or guarantee any indebtedness for borrowed money or in the form of capitalized lease obligations other than in the Ordinary Course of Business or

pay, discharge or satisfy any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than in the Ordinary Course of Business;

     (q) not sell, lease (as lessor), license (as licensor), transfer or otherwise dispose of to a Third Party, mortgage or pledge to a Third Party, or create or impose any Lien (other than any Permitted Lien) on, any properties or assets of the Company or any of its Subsidiaries, other than sales or other dispositions of property that is not material to a Division in the Ordinary Course of Business;

     (r) not accelerate or delay the collection of a material amount of the accounts receivable of the Company or any of its Subsidiaries or delay the payment of any material amount of accounts payable of the Company or any of its Subsidiaries, in each case outside of the Ordinary Course of Business; and

     (s) not agree to take any action or actions prohibited by any of the foregoing paragraphs (a) through (r); provided, however , that this Section 7.2 shall not be construed to prohibit (i) the advance of any cash by the Company to any member of the Seller Group in accordance with past practice, (ii) any payments by the Company or its Subsidiaries in respect of any intercompany obligations owing to any member of the Seller Group or (iii) without limiting the generality of clauses (i) or (ii) above, any Pre-Closing Payments.

     SECTION 7.3. Access to Information . From the date hereof until the Closing Date, the Company shall, and shall cause its Subsidiaries to, make its management personnel reasonably available to the Purchaser and its representatives and, subject to and in compliance with any obligations of confidentiality or non-disclosure provided by applicable Law or contained in any Contracts to which the Company or any of its Subsidiaries is a party or by which it is bound, provide the Purchaser and its accountants, employees, attorneys and other representatives reasonable access to, and permit such Persons to review, during normal business hours and upon reasonable prior written request, its books, Contracts, accounts, records and files and shall provide such other information to the Purchaser and its representatives as they may reasonably request in connection with the transactions contemplated hereby. In addition, upon request by the Purchaser, the Company shall permit the individuals designated in Section 7.3 of the Purchaser Disclosure Schedule, to contact and engage in discussions, on behalf of the Purchaser, with certain customers and other Third Parties who have significant commercial relationships with the Company regarding such relationships; provided , that (i) the timing, manner of such contact and substance of such discussions shall be approved in advance by the Seller and the Company (such approval not to be unreasonably withheld or delayed) in order to ensure that such discussions will not interfere with the business of the Company and the relationships between the Company and its Subsidiaries on the one hand and the applicable Third Party on the other hand and (ii) representatives of the Seller and the Company shall be entitled to participate fully in such discussions. Notwithstanding the foregoing, the Purchaser acknowledges that none of the Seller, the Company and their respective Subsidiaries or Affiliates shall be obligated to provide to the Purchaser (i) any information relating to any offers or indications of interest received by the Seller, the Company or their respective Affiliates or representatives from any Person other than the Purchaser to acquire the Company or any of its Subsidiaries or any of its or their Equity Interests, properties or

assets or any communications between the Seller, the Company or their respective Affiliates or representatives on the one hand and any such other Person on the other hand relating to such offers or indications of interest or the transactions contemplated thereby (it being understood that the Seller may retain all such documents, information and communications, which shall be the sole property of the Seller at all times prior to and after the Closing), (ii) any work papers or similar materials prepared by the independent public accountants of the Company, except to the extent that such accountants agree to provide access to such work papers or similar materials upon such terms and conditions as shall be determined by such accountants in their sole discretion (it being understood that the Seller and the Company and its Subsidiaries shall use commercially reasonable efforts to facilitate such access), and (iii) any documents or information that are protected by the attorney-client privilege or work product doctrines if the Company determines in its reasonable discretion that providing copies or access to such documents or information could give rise to a possible waiver of such privilege or doctrine (it being understood that the Seller shall use commercially reasonable efforts to make alternative arrangements to provide to the Purchaser any factual information contained in such documents or information in a manner that would not jeopardize any such privilege or doctrine).

     SECTION 7.4. Certain Confidential Information .

     (a) The Purchaser hereby acknowledges that in connection with the transactions contemplated by this Agreement, it and its Affiliates have received and will continue to receive certain Evaluation Material (as defined in the Confidentiality Agreement). The Purchaser acknowledges that it and its Affiliates are bound by the Confidentiality Agreement and agrees that it will not, and it will not permit any of its Affiliates, directors, officers, independent accountants, agents or other representatives to, use or disclose any Evaluation Material except as permitted by such agreement. The provisions of this Section 7.4, insofar as they relate to Evaluation Material with respect to the businesses, operations, properties, assets, liabilities, financial condition and results of operations of the Company and its Subsidiaries, shall terminate upon the Closing. Except as provided in the immediately preceding sentence, the provisions of this Section 7.4 shall survive the Closing or any termination of this Agreement.

     (b) The Seller recognizes that by reason of its ownership of the Company and its Subsidiaries, the Seller has acquired proprietary, secret or confidential information concerning the operation of the business of the Company and its Subsidiaries and may acquire certain additional proprietary, secret or confidential information pursuant to Section 7.11(b) or (c). Accordingly, the Seller covenants to the Purchaser that, from and after the Closing Date, the Seller will not, and it will not permit any of its Affiliates to, for a period of three years following the Closing, except in performance of the terms of this Agreement or the Transition Services Agreement, in the enforcement of its rights under this Agreement or the Transition Services Agreement or with the prior written consent of the Purchaser, directly or indirectly, disclose any proprietary, secret or confidential information relating to the Company or any of its Subsidiaries or their respective businesses that it may learn or has learned by reason of its ownership of the Company or the performance of the Transition Services Agreement or pursuant to the provisions of Section 7.11(b) or (c), unless (i) it is or becomes generally available to the public other than as a result of disclosure by either the Seller or any of its Affiliates, (ii) it is known by reason of ownership or operation of a

business (owned or operated as of the date hereof) other than that of the Company and its Subsidiaries or (iii) disclosure is required by applicable Law.

     (c) Notwithstanding anything to the contrary contained herein, the parties and their Affiliates (and each employee, representative, or other agent of the parties and their Affiliates) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind that are provided to the parties and their Affiliates relating to such tax treatment and tax structure (as such terms are defined in Treasury Regulation section 1.6011-4). This authorization of tax disclosure is retroactively effective to the commencement of discussions between Purchaser and Seller regarding the transactions contemplated herein.

     SECTION 7.5. Return or Destruction of Information . If this Agreement is terminated for any reason, the Purchaser shall return or cause to be returned to the Seller and the Company all Evaluation Material and all other documents, materials and records (including records in electronic form) obtained from the Seller or the Company or any of their Affiliates or any other Person acting on their behalf in connection with the transactions contemplated hereby; provided that in lieu of returning or causing to be returned any documents, materials or records that contain or reflect any Evaluation Material created by the Purchaser or any Person acting on its behalf in connection with the transactions contemplated hereby, the Purchaser may destroy any such documents, materials or records pursuant to the terms and subject to the exceptions and limitations set forth in the Confidentiality Agreement, and will continue to keep confidential and not use or disclose any information not returned because it is not included or reflected in any documents, materials or records.

     SECTION 7.6. Access to Documents; Preservation of Books and Records .

     (a) For a period of seven years from and after the Closing Date, (i) the Purchaser shall cause the Company and its Subsidiaries not to dispose of or destroy any of the material books and records of the Company or its Subsidiaries relating to periods prior to the Closing (“ Books and Records ”) without first offering to turn over possession thereof to the Seller, at the Seller’s expense, by written notice to the Seller at least 90 days prior to the proposed date of such disposition or destruction; (ii) the Purchaser shall cause the Company and its Subsidiaries to allow the Seller and its agents reasonable access to and to copy, for any proper purpose, including for making any tax or regulatory filing, all Books and Records, at the Seller’s expense; provided, however , the Seller shall use commercially reasonable efforts to see that any such access or copying shall be had or done in such a manner so as not to unduly interfere with the normal conduct of the businesses of the Company and its Subsidiaries; and (iii) the Purchaser shall cause the Company and its Subsidiaries to make available to the Seller upon written request (1) the personnel of the Company and its Subsidiaries to assist the Seller in locating and obtaining any Books and Records, and (2) any personnel of the Company and its Subsidiaries whose assistance or participation is reasonably required by the Seller or any of its Affiliates in anticipation of, or preparation for, existing or future Legal Proceeding or other matters in which the Seller or their Affiliates is or becomes involved relating to the business conducted by the Company or any of its Subsidiaries prior to Closing. Notwithstanding the foregoing, (A) nothing

herein shall require the Purchaser, the Company or its Subsidiaries to disclose any information to the Seller if such disclosure would jeopardize any attorney-client or other legal privilege available to the Purchaser, the Company or any of its Subsidiaries or contravene any applicable Law and (B) to the extent that any Books and Records or other information are withheld from the Seller pursuant to clause (A) above because disclosure thereof would jeopardize any attorney-client privilege or other legal privilege, the Purchaser and the Company shall use their commercially reasonable efforts to make alternative arrangements to provide to the Seller any factual information contained in such Books and Records or other information in a manner that would not jeopardize any such privilege. All information regarding the Company and any of its Subsidiaries obtained by the Seller pursuant to this Section shall be kept confidential to the extent required by and in accordance with Section 7.4.

     (b) For a period of seven years from the Closing Date, (i) the Seller shall not dispose of or destroy any material books and records of the Company or any of its Subsidiaries for periods prior to the Closing (“ Seller Books and Records ”) without first offering to turn over possession thereof to the Purchaser, at the Purchaser’s expense, by written notice to the Purchaser at least 90 days prior to the proposed date of such disposition or destruction; (ii) the Seller shall allow the Purchaser and its agents reasonable access to and to copy, for any proper purpose, all Seller Books and Records, at the Purchaser’s expense; provided that the Purchaser shall use commercially reasonable efforts to see that any such access or copying shall be had or done in such a manner so as not to unduly interfere with the normal conduct of the Seller’s businesses; and (iii) the Seller shall make available to the Purchaser upon reasonable written request (1) the Seller’s personnel to assist the Purchaser in locating and obtaining any Seller Books and Records, and (2) any of the Seller’s personnel whose assistance or participation is reasonably required by the Purchaser or any of its Affiliates in anticipation of, or preparation for, existing or future Legal Proceeding or other matters in which the Purchaser or their Affiliates is or becomes involved relating to the business conducted by the Company and its Subsidiaries prior to Closing. Notwithstanding the foregoing, (A) nothing herein shall require the Seller to disclose any information to the Purchaser if such disclosure would jeopardize any attorney-client or other legal privilege available to the Seller or its Affiliates or contravene any applicable Law and (B) to the extent that any Seller Books and Records or other information are withheld from the Purchaser pursuant to clause (A) above because disclosure thereof would jeopardize any attorney-client privilege or other legal privilege, the Seller shall use its commercially reasonable efforts to make alternative arrangements to provide to the Purchaser any factual information contained in such Seller Books and Records or other information in a manner that would not jeopardize any such privilege. All information regarding the Seller obtained by the Purchaser pursuant to this Section shall be kept confidential to the extent required by and in accordance with Section 7.4.

     (c) The seven-year period referred to in this Section 7.6 shall be extended if the Seller or the Purchaser, as the case may be, advises the other in writing that any Legal Proceeding or investigation is pending or threatened at the termination of such seven-year period, in which case such extension shall continue until any such Legal Proceeding or investigation has been settled through judgment or otherwise and/or is no longer pending or threatened.

     SECTION 7.7. Limited Representations . The Purchaser expressly acknowledges and agrees that (a) the Seller has not made and shall not be deemed to have made to the Purchaser any representation or warranty other than those expressly made by the Seller in this Agreement and (b) the Company has not made and shall not be deemed to have made to the Purchaser any representation or warranty other than those expressly made by the Company in this Agreement. Without limiting the generality of the foregoing, the Purchaser further acknowledges and agrees that neither the Seller nor the Company nor any of their respective Affiliates or representatives has made or is making any representations or warranties of any kind, express or implied or statutory, at law or equity, with respect to the Company or any of its Subsidiaries or their actual or prospective businesses, operations, assets, liabilities, results of operations or financial condition other than as set forth in this Agreement, including any (i) express or implied warranties as to any financial projections or other forward-looking information with respect to the businesses of the Company or any of its Subsidiaries, (ii) implied warranties of merchantability and fitness for a particular purpose or (iii) express or implied warranties as to any other matter which, under applicable law, will be deemed to give rise to any express or implied warranty unless such warranties are expressly disclaimed by the Seller or the Company, and the Seller and the Company hereby disclaim any other representations or warranties that would otherwise be deemed to be made by themselves, their Affiliates or any of their respective officers, directors, employees, agents, financial and legal advisors or other representatives, in connection with this Agreement or the transactions contemplated hereby.

     SECTION 7.8. Use of Seller Marks . At or as soon as practicable after the Closing, the Purchaser shall cause the Company to change the name of each of the Company, any of its Subsidiaries and any joint venture controlled by the Company to remove the word “Centex” and any derivatives thereof from its name. The Purchaser acknowledges and agrees that it is not obtaining any rights or licenses with respect to the name “Centex” or any derivative thereof or associated logos or trade dress (the “ Seller Marks ”). The Purchaser, the Company and its Subsidiaries shall discontinue use of the Seller Marks as soon as practicable after the Closing Date, but not more than 90 days after the Closing Date; provided, however, that if the approval of a Governmental Authority is required to change the name of the Company or one of its Subsidiaries under or in connection with a Material Contract, then the Purchaser, the Company and its Subsidiaries will discontinue using such name as soon as practicable after such approval is obtained (provided that the Purchaser continues to diligently pursue such approvals). Notwithstanding the previous sentence, the Company and its Subsidiaries may use the phrase “formerly known as Centex Construction” to refer to itself for a period of three years following the Closing Date. Except as permitted by the previous sentence, from and after the Closing, none of the Company, any of its Subsidiaries nor any joint venture controlled by the Company may use the word “Centex” or any of the Seller Marks to market or promote the Company, its Subsidiaries or its Construction Services or in any marketing or promotional materials or media (including its internet website). Following the Closing Date, neither the Company nor its Subsidiaries shall be prohibited from making factual historical references to Construction Services projects completed by the Company and its Subsidiaries prior to the Closing Date as projects performed by the Company and its Subsidiaries.

     SECTION 7.9. Employees and Employee Benefits .

     (a) On or pri