Agreement of Sale and Purchase dated as of November 16, 2006 among Fund IV EAGL Canyon Springs, L.P., EAGL Fund IV Canyon Springs Lessee, L.P., Fund IV EAGL Cinco Ranch, L.P., EAGL Fund IV Cinco Ranch Lessee, L.P., Fund IV EAGL Fossil Creek, L.P.,...

EXHIBIT 10.53

Agreement of Sale and Purchase dated as of November 16, 2006

among

Fund IV EAGL Canyon Springs, L.P.,

EAGL Fund IV Canyon Springs Lessee, L.P.,

Fund IV EAGL Cinco Ranch, L.P.,

EAGL Fund IV Cinco Ranch Lessee, L.P.,

Fund IV EAGL Fossil Creek, L.P.,

Fund IV EAGL Plantation Resort, L.P.,

EAGL Fund IV Plantation Resort Lessee, L.P.,

Fund IV EAGL Clear Creek, L.P.,

EAGL Fund IV Clear Creek Lessee, L.P.

and CNL Income Partners, LP

AGREEMENT OF SALE AND PURCHASE

among

FUND IV EAGL CANYON SPRINGS, L.P.,

a Delaware limited partnership (“Canyon Owner”);

EAGL FUND IV CANYON SPRINGS LESSEE, L.P.,

a Delaware limited partnership (“Canyon Lessee”);

FUND IV EAGL CINCO RANCH, L.P.,

a Delaware limited partnership (“Cinco Owner”);

EAGL FUND IV CINCO RANCH LESSEE, L.P.,

a Delaware limited partnership (“Cinco Lessee”);

FUND IV EAGL FOSSIL CREEK, L.P.,

a Delaware limited partnership (“Fossil Owner”);

EAGL FUND IV FOSSIL CREEK LESSEE, L.P.,

a Delaware limited partnership (“Fossil Lessee”);

FUND IV EAGL PLANTATION RESORT, L.P.,

a Delaware limited partnership (“Plantation Owner”);

EAGL FUND IV PLANTATION RESORT LESSEE, L.P.,

a Delaware limited partnership (“Plantation Lessee”);

FUND IV EAGL CLEAR CREEK, L.P.,

a Delaware limited partnership (“Clear Owner”);

EAGL FUND IV CLEAR CREEK LESSEE, L.P.,

a Delaware limited partnership (“Clear Lessee”)

collectively “Seller”

and

CNL INCOME PARTNERS, LP

a Delaware limited partnership

“Buyer”

with Escrow Instructions for

The Talon Group, a division of First American Title Insurance Company,

as Escrow Agent

Table of Contents


		Page
ARTICLE 1	CERTAIN DEFINITIONS	2

Section 1.1	Definitions	2

Section 1.2	Rules of Construction	13

ARTICLE 2	THE PROPERTY	13

Section 2.1	Canyon Springs Golf Club	13

Section 2.2	Cinco Ranch Golf Club	15

Section 2.3	Fossil Creek Golf Club	17

Section 2.4	Plantation Golf Club	19

Section 2.5	Clear Creek Golf Club	21

ARTICLE 3	AGREEMENT OF PURCHASE AND SALE; PURCHASE PRICE	22

Section 3.1	Agreement of Purchase and Sale	22

Section 3.2	Purchase Price	22

Section 3.3	Deposit	23

Section 3.4	Independent Consideration	23

Section 3.5	Indivisible Economic Package	23

Section 3.6	Assumption of Obligations/Retained Liabilities/Assumed Liabilities	23

Section 3.7	Intentionally Omitted	24

Section 3.8	Termination of or Default under Fund III Entity Purchase Agreement and/or the Fund III Asset Purchase Agreement	24

Section 3.9	Lease Assets to Premier	24

Section 3.10	Fossil Minerals	25

ARTICLE 4	BUYER’S DUE DILIGENCE/CONDITION OF THE PROPERTY	25

Section 4.1	Buyer’s Inspections and Due Diligence	25

Section 4.2	Delivery Period	26

Section 4.3	Deliveries	27

Section 4.4	Excluded Property Records	28

Section 4.5	Site Visits	28

-i-


Section 4.6	Due Diligence Indemnity	28

Section 4.7	Confidentiality	29

Section 4.8	Due Diligence Period	29

Section 4.9	Buyer’s Conditions	29

Section 4.10	Consents	30

Section 4.11	Inventories	30

Section 4.12	Accuracy of Representations and Warranties	30

ARTICLE 5	TITLE AND SURVEY	30

Section 5.1	Title to Real Property	30

Section 5.2	Certain Exceptions to Title	31

Section 5.3	Title Insurance	32

Section 5.4	Conveyance of Real Property	32

ARTICLE 6	REMEDIES AND DEPOSIT INSTRUCTIONS	32

Section 6.1	Permitted Termination; Seller Default	32

Section 6.2	Buyer Default; Liquidated Damages	33

Section 6.3	Deposit Instructions	34

Section 6.4	Designation of Reporting Person	35

ARTICLE 7	REPRESENTATIONS AND WARRANTIES OF SELLER	35

Section 7.1	Representations and Warranties of Seller	35

Section 7.2	Limited Liability	39

Section 7.3	Seller’s Knowledge	39

Section 7.4	Liability of Representations and Warranties	39

ARTICLE 8	REPRESENTATIONS AND WARRANTIES OF BUYER	40

Section 8.1	Buyer’s Representations and Warranties	40

Section 8.2	Buyer’s Independent Investigation	42

Section 8.3	Buyer’s Release of Seller	44

Section 8.4	Discharge	45

-ii-


ARTICLE 9	MAINTENANCE OF PROPERTY	45

Section 9.1	Certain Interim Operating Covenants	45

Section 9.2	Liquor Licenses	46

ARTICLE 10	CLOSING AND CONDITIONS	47

Section 10.1	Escrow Instructions	47

Section 10.2	Closing	47

Section 10.3	Seller’s Closing Documents and Other Items	48

Section 10.4	Buyer’s Closing Documents and Other Items	49

Section 10.5	Actions at Closing	50

Section 10.6	Prorations and Closing Costs	51

Section 10.7	Broker	53

Section 10.8	Expenses	53

Section 10.9	Estoppel Certificate	53

ARTICLE 11	MISCELLANEOUS	54

Section 11.1	Amendment and Modification	54

Section 11.2	Risk of Loss and Insurance Proceeds	54

Section 11.3	Notices	55

Section 11.4	Assignment	56

Section 11.5	Governing Law and Consent to Jurisdiction	56

Section 11.6	Counterparts	56

Section 11.7	Entire Agreement	57

Section 11.8	Severability	57

Section 10.9	Attorney Fees	57

Section 11.10	Payment of Fees and Expenses	57

Section 11.11	Confidential Information	57

Section 11.12	No Joint Venture	58

Section 11.13	Waiver of Jury Trial	58

Section 11.14	Limited Liability	58

Section 11.15	Time of Essence	58

Section 11.16	No Waiver	58

Section 11.17	No Recordation	58

Section 11.18	Tax Disclosures	58

-iii-

AGREEMENT OF SALE AND PURCHASE

THIS AGREEMENT OF SALE AND PURCHASE (this “Agreement”), dated as of November 16,, 2006, is among FUND IV EAGL CANYON SPRINGS, L.P., a Delaware limited partnership (“Canyon Owner”); EAGL FUND IV CANYON SPRINGS LESSEE, L.P., a Delaware limited partnership (“Canyon Lessee”); FUND IV EAGL CINCO RANCH, L.P., a Delaware limited partnership (“Cinco Owner”); EAGL FUND IV CINCO RANCH LESSEE, L.P., a Delaware limited partnership (“Cinco Lessee”); FUND IV EAGL FOSSIL CREEK, L.P., a Delaware limited partnership (“Fossil Owner”); EAGL FUND IV FOSSIL CREEK LESSEE, L.P., a Delaware limited partnership (“Fossil Lessee”); FUND IV EAGL PLANTATION RESORT, L.P., a Delaware limited partnership (“Plantation Owner”); EAGL FUND IV PLANTATION RESORT LESSEE, L.P., a Delaware limited partnership (“Plantation Lessee”); FUND IV EAGL CLEAR CREEK, L.P., a Delaware limited partnership (“Clear Owner”); EAGL FUND IV CLEAR CREEK LESSEE, L.P., a Delaware limited partnership (“Clear Lessee”) (collectively “Seller”), and CNL INCOME PARTNERS, LP, a Delaware limited partnership (“Buyer”).

RECITALS

WHEREAS, Canyon Owner owns certain real property located in San Antonio, Texas, commonly known as Canyon Springs Golf Club (“Canyon Springs Golf Club”), and more particularly described in Exhibit A-1 attached hereto (the “Canyon Land”). The Canyon Land is currently improved with an 18-hole daily fee golf course, clubhouse, event pavilion, maintenance building, cart barn and other improvements; and

WHEREAS, Cinco Owner owns certain real property located in Katy, Texas, commonly known as “The Golf Club at Cinco Ranch” (“Cinco Ranch Golf Club”), and more particularly described in Exhibit A-2 attached hereto (the “Cinco Land”). The Cinco Land is currently improved with an 18-hole daily fee golf course, clubhouse, golf academy, maintenance building, cart barn and other improvements; and

WHEREAS, Fossil Owner owns certain real property located in Fort Worth, Texas, commonly known as “The Golf Club at Fossil Creek” (“Fossil Creek Golf Club”), and more particularly described in Exhibit A-3 attached hereto (the “Fossil Land”). The Fossil Land is currently improved with an 18-hole daily fee golf course, clubhouse, maintenance building, cart barn and other improvements; and

WHEREAS, Plantation Owner owns certain real property located in Frisco Texas, commonly known as “Plantation Golf Club” (“Plantation Golf Club”), and more particularly described in Exhibit A-4 attached hereto (the “Plantation Land”). The Plantation Land is currently improved with an 18-hole daily fee golf course, clubhouse, events facility, maintenance building, cart barn and other improvements; and

WHEREAS, Clear Owner is the concessionaire for certain real property located in Houston Texas, commonly known as “Clear Creek Golf Club” (“Clear Creek Golf Club”), and more particularly described in Exhibit A-5 attached hereto (the “Clear Land”). The Clear Land is currently improved with an 18-hole daily fee golf course, clubhouse, events facility, maintenance building, cart barn and other improvements; and

- 1 -

WHEREAS, Seller desires to sell and assign the Property (as defined herein) to Buyer, and Buyer desires to purchase the Property from Seller, all upon and subject to the terms and conditions set forth below; and

WHEREAS, Canyon Lessee, Cinco Lessee, Fossil Lessee, Plantation Lessee and Clear Lessee are Lessees under Lease Agreements with Canyon Owner, Cinco Owner, Fossil Owner, Plantation Owner and Clear Owner, respectively, and have leasehold interest in their respective properties pursuant to such Leases and own certain personalty.

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE 1 - CERTAIN DEFINITIONS

Section 1.1 Definitions. The parties hereby agree that the following terms shall have the meanings hereinafter set forth, such definitions to be applicable equally to the singular and plural forms, and to the masculine and feminine forms, of such terms:

1.1.1 “Affiliate” shall mean the any person or entity that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with Buyer or Seller, as the case may be. For the purposes of this definition, “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have the meanings correlative to the foregoing.

1.1.2 “Applicable Laws” shall mean (i) all statutes, laws, common law, rules, regulations, ordinances, codes or other legal requirements of any Governmental Entity, stock exchange, board of fire underwriters and similar quasi-governmental authority, and (ii) any judgment, injunction, order or other similar requirement of any court or other adjudicatory authority, in effect at the time in question and in each case to the extent the Person or property in question is subject to the same.

1.1.3 “Assignment and Assumption of Concession Agreement” shall have the meaning ascribed in Section 10.3.2.

1.1.4 “Assignments and Assumptions of Contracts” shall have the meaning ascribed in Section 10.3.4.

1.1.5 “Bankruptcy Code” shall have the meaning ascribed in Section 7.1(h).

- 2 -

1.1.6 “Xxxx of Sale and Assignment Agreements” shall have the meaning ascribed in Section 10.3.3.

1.1.7 “Broker” shall mean Secured Capital LLC.

1.1.8 “Broker’s Commission” shall have the meaning ascribed in Section 10.7.

1.1.9 “BSA” shall have the meaning ascribed in Section 8.1(f).

1.1.10 “Business Days” or “business days” shall mean Monday-Friday, unless a nationally recognized banking holiday.

1.1.11 “Buyer’s Indemnity” shall have the meaning ascribed in Section 3.6.2.

1.1.12 “Buyer’s Participation” shall have the meaning ascribed in Section 3.10.

1.1.13 “Canyon Appurtenances” shall have the meaning ascribed in Section 2.1.4.

1.1.14 “Canyon Contracts” shall have the meaning ascribed in Section 1.1.58.

1.1.15 “Canyon Effluent Discharge Rights” shall have the meaning ascribed in Section 2.1.8.

1.1.16 “Canyon Goods and Inventory” shall have the meaning ascribed in Section 2.1.5(b).

1.1.17 “Canyon Improvements” shall have the meaning ascribed in Section 2.1.2.

1.1.18 “Canyon Intangible Personal Property” shall have the meaning ascribed in Section 2.1.6.

1.1.19 “Canyon Land” shall have the meaning ascribed in the Recitals.

1.1.20 “Canyon Personal Property” shall mean the Canyon Tangible Personal Property and the Canyon Intangible Personal Property.

1.1.21 “Canyon Property” shall have the meaning ascribed in Section 2.1.

1.1.22 “Canyon Real Property” shall have the meaning ascribed in Section 2.1.4.

1.1.23 “Canyon Seller” shall mean Canyon Owner and Canyon Lessee.

1.1.24 “Canyon Springs Golf Club” shall have the meaning ascribed in the Recitals.

- 3 -

1.1.25 “Canyon Tangible Personal Property” shall have the meaning ascribed in Section 2.1.5.

1.1.26 “Canyon Water Rights” shall have the meaning ascribed in Section 2.1.3.

1.1.27 “Cinco Appurtenances” shall have the meaning ascribed in Section 2.2.4.

1.1.28 “Cinco Contracts” shall have the meaning ascribed in Section 1.1.58.

1.1.29 “Cinco Effluent Discharge Rights” shall have the meaning ascribed in Section 2.2.8.

1.1.30 “Cinco Goods and Inventory” shall have the meaning ascribed in Section 2.2.5(b).

1.1.31 “Cinco Improvements” shall have the meaning ascribed in Section 2.2.2.

1.1.32 “Cinco Intangible Personal Property” shall have the meaning ascribed in Section 2.2.6.

1.1.33 “Cinco Land” shall have the meaning ascribed in the Recitals.

1.1.34 “Cinco Personal Property” shall mean the Cinco Tangible Personal Property and the Cinco Intangible Personal Property.

1.1.35 “Cinco Property” shall have the meaning ascribed in Section 2.2.

1.1.36 “Cinco Ranch Golf Club” shall have the meaning ascribed in the Recitals.

1.1.37 “Cinco Seller” shall mean Cinco Owner and Cinco Lessee.

1.1.38 “Cinco Tangible Personal Property” shall have the meaning ascribed in Section 2.2.5.

1.1.39 “Cinco Water Rights” shall have the meaning ascribed in Section 2.2.3.

1.1.40 “Clear Contracts” shall have the meaning ascribed in Section 1.1.58.

1.1.41 “Clear Effluent Discharge Rights” shall have the meaning ascribed in Section 2.5.8.

1.1.42 “Clear Goods and Inventory” shall have the meaning ascribed in Section 2.5.3(b).

- 4 -

1.1.43 “Clear Creek Concession Agreement” shall have the meaning ascribed in Section 2.5.1.

1.1.44 “Clear Creek Golf Club” shall have the meaning ascribed in the Recitals.

1.1.45 “Clear Improvements” shall mean all existing buildings, structures and other improvements located upon the Clear Land, including: a clubhouse building, a maintenance facility, an 18-hole golf course, landscaping, irrigation system, parking facilities, and all other improvements located on the Clear Land.

1.1.46 “Clear Intangible Personal Property” shall have the meaning ascribed in Section 2.5.4.

1.1.47 “Clear Land” shall have the meaning ascribed in the Recitals.

1.1.48 “Clear Personal Property” shall mean Clear Tangible Personal Property and Clear Intangible Personal Property.

1.1.49 “Clear Property” shall have the meaning ascribed in Section 2.5.

1.1.50 “Clear Seller” shall mean Clear Owner and Clear Lessee.

1.1.51 “Clear Tangible Personal Property” shall have the meaning ascribed in Section 2.5.3.

1.1.52 “Clear Water Rights” shall have the meaning ascribed in Section 2.5.2.

1.1.53 “Close Associate” shall have the meaning ascribed in Section 8.1(h).

1.1.54 “Closing” shall have the meaning ascribed in Section 10.2.

1.1.55 “Closing Date” shall mean the date set forth in Section 10.2.

1.1.56 “Closing Statements” shall have the meaning ascribed in Section 10.6.2.

1.1.57 “Code” shall have the meaning ascribed in Section 6.4.

1.1.58 “Contracts” shall mean: (a) the leases, contracts and other agreements pertaining to the ownership, operation, management, maintenance and use with respect to Canyon Springs Golf Club (the “Canyon Contracts”), including without limitation, (i) those set forth in Schedule 1.1.58(a), and (ii) the tournament, banquet, meeting and other advance bookings to be held at the Canyon Springs Golf Club on or after the Closing Date listed in Schedule 1.1.58(a)(i), (b) the leases, contracts and other agreements pertaining to the ownership, operation, management, maintenance and use with respect to Cinco Ranch Golf Club (the “Cinco Contracts”), including without

- 5 -

limitation, (i) those set forth in Schedule 1.1.58(b), and (ii) the tournament, banquet, meeting and other advance bookings to be held at the Cinco Ranch Golf Club on or after the Closing Date listed in Schedule 1.1.58(b)(i), (c) the leases, contracts and other agreements pertaining to the ownership, operation, management, maintenance and use with respect to Fossil Creek Golf Club (the “Fossil Contracts”), including without limitation, (i) those set forth in Schedule 1.1.58(c), and (ii) the tournament, banquet, meeting and other advance bookings to be held at the Fossil Creek Golf Club on or after the Closing Date listed in Schedule 1.1.58(c)(i), (d) the leases, contracts and other agreements pertaining to the ownership, operation, management, maintenance and use with respect to Plantation Golf Club (the “Plantation Contracts”), including without limitation, (i) those set forth in Schedule 1.1.58(d), and (ii) the tournament, banquet, meeting and other advance bookings to be held at the Plantation Golf Club on or after the Closing Date listed in Schedule 1.1.58(d)(i), and (e) the leases, contracts and other agreements pertaining to the ownership, operation, management, maintenance and use with respect to Clear Creek Golf Club (the “Clear Contracts”), including without limitation, (i) those set forth in Schedule 1.1.58(e), and (ii) the tournament, banquet, meeting and other advance bookings to be held at the Clear Creek Golf Club on or after the Closing Date listed in Schedule 1.1.58(e)(i). Contracts shall additionally be deemed to include EAGL cards, annual or other periodic passes, membership agreements, discount programs, trade out agreements and similar agreements (collectively, “Golf Play Agreements”) including, without limitation, those set forth on Schedule 1.1.58(f), and contracts entered into pursuant to Section 9.1.

1.1.59 “Days” or “days” shall mean calendar days.

1.1.60 “Deeds” shall have the meaning ascribed in Section 10.3.1.

1.1.61 “Deposit” shall have the meaning ascribed in Section 3.3.

1.1.62 “Disclosure Items” shall have the meaning ascribed in Section 7.1.

1.1.63 “Due Diligence” shall have the meaning ascribed in Section 4.1.

1.1.64 “Due Diligence Items” shall have the meaning ascribed in Section 4.2.

1.1.65 “Due Diligence Period” shall mean the time period provided for in Section 4.1 of this Agreement.

1.1.66 “Effluent Discharge Rights” shall mean the Canyon Effluent Discharge Rights, Cinco Effluent Discharge Rights, Clear Effluent Discharge Rights, Fossil Effluent Discharge Rights and Plantation Effluent Discharge Rights.

1.1.67 “Effective Date” shall mean November 16, 2006.

1.1.68 “Environmental Claims” shall mean all claims for reimbursement, remediation, abatement, removal, clean up, contribution, personal injury, property damage or damage to natural resources made by any Governmental Entity or other Person arising from or in connection with the (i) presence or actual or potential spill,

- 6 -

leak, emission, discharge or release of any Hazardous Substances over, on, in, under or from the Real Property, or (ii) violation of any Environmental Laws with respect to the Real Property or any portion thereof.

1.1.69 “Environmental Laws” means all federal, state and local environmental laws, rules, statutes, directives, binding written interpretations, binding written policies, ordinances and regulations issued by any Governmental Entity and in effect as of the date of this Agreement with respect to or which otherwise pertain to or affect the Land or the Improvements, or any portion thereof, the use, ownership, occupancy or operation of the Land or the Improvements, or any portion thereof, or any owner of the Land, and as same have been amended, modified or supplemented from time to time prior to the date of this Agreement, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. § 9601 et seq.), the Hazardous Substances Transportation Act (49 U.S.C. § 1802 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.), the Water Pollution Control Act (33 U.S.C. § 1251 et seq.), the Safe Drinking Water Act (42 U.S.C. § 300f et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Solid Waste Disposal Act (42 U.S.C. § 6901 et seq.), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.), the Emergency Planning and Community Right-to-Know Act of 1986 (42 U.S.C. § 11001 et seq.), the Radon and Indoor Air Quality Research Act (42 U.S.C. § 7401 note, et seq.), the Superfund Amendment Reauthorization Act of 1986 (42 U.S.C. § 9601 et seq.), comparable state and local laws, and any and all rules and regulations which have become effective prior to the date of this Agreement under any and all of the aforementioned laws.

1.1.70 “Escrow Agent” shall mean The Talon Group, a division of First American Title Insurance Company, Attention: Xxxxxxx Xxxxx.

1.1.71 “Excluded Property” The term “Excluded Property” shall mean (i) Seller’s Excluded Property Records (but copies of all such non-proprietary books and records needed by Buyer in connection with its post-Closing operations of the Property will be provided to Buyer, (ii) Seller’s cash (whether held by Seller or Seller’s Affiliates), (iii) Seller’s utility deposits, (iv) Seller’s certificates of deposit, (v) Seller’s name(s) and logo(s), but not the Marks and Logos (vi) all product and service warranties and guaranties to the extent relating to the period on or before the Closing, (vii) all rights and benefits under the Contracts to the extent relating to the period on or before the Closing, (viii) the Fossil Reservation, and (ix) other items described on Schedule 1.1.71 attached hereto.

1.1.72 “Excluded Property Records” shall have the meaning ascribed in Section 4.4.

1.1.73 “Existing Surveys” shall mean those certain existing surveys of the Land and Improvements more particularly described on Exhibit C attached hereto.

1.1.74 “Excluded Property Records” shall have the meaning ascribed in Section 4.4.

- 7 -

1.1.75 “First Extended Due Diligence Period” shall have the meaning ascribed in Section 4.1.

1.1.76 “First Extension Payment” shall have the meaning ascribed in Section 4.1.

1.1.77 “Fossil Contracts” shall have the meaning ascribed in Section 1.1.58.

1.1.78 “Fossil Creek Golf Club” shall have the meaning ascribed in the Recitals.

1.1.79 “Fossil Effluent Discharge Rights” shall have the meaning ascribed in Section 2.3.8.

1.1.80 “Fossil Goods and Inventory” shall have the meaning ascribed in Section 2.3.5(b).

1.1.81 “Fossil Intangible Personal Property” shall have the meaning ascribed in Section 2.3.6.

1.1.82 “Fossil Improvements” shall have the meaning ascribed in Section 2.3.2.

1.1.83 “Fossil Land” shall have the meaning ascribed in the Recitals.

1.1.84 “Fossil Minerals” shall have the meaning ascribed in Section 3.10.

1.1.85 “Fossil Personal Property” shall mean the Fossil Tangible Personal Property and the Fossil Intangible Personal Property.

1.1.86 “Fossil Property” shall have the meaning ascribed in Section 2.3.

1.1.87 “Fossil Real Property” shall have the meaning ascribed in Section 2.3.4.

1.1.88 “Fossil Reservation” shall have the meaning ascribed in Section 3.10.

1.1.89 “Fossil Seller” shall mean Fossil Owner and Fossil Lessee.

1.1.90 “Fossil Tangible Personal Property” shall have the meaning ascribed in Section 2.3.5.

1.1.91 “Fossil Water Rights” shall have the meaning ascribed in Section 2.3.3.

1.1.92 “Fund III Asset Purchase Agreement” shall mean that certain Agreement of Purchase and Sale between Buyer and Golf Course Partners, Ltd., EAGL Mansfield, L.P., Evergreen Alliance Golf Limited, L.P. and Xxxxxxxxx EAGL Parent, L.L.C.

- 8 -

1.1.93 “Fund III Entity Purchase Agreement” shall mean that certain Agreement of Sale and Purchase (Limited Liability Company Interests) between Premier and Xxxxxxxxx Real Estate Fund III, L.P. and Xxxxxxxxx Real Estate Co-Investment Partnership III, L.P.

1.1.94 “Golf Clubs” shall mean collectively, Canyon Springs Golf Club, Cinco Ranch Golf Club, Fossil Creek Golf Club, Plantation Golf Club and Clear Creek Golf Club.

1.1.95 “Goods and Inventory” shall mean the Canyon Goods and Inventory, the Cinco Goods and Inventory, the Fossil Goods and Inventory, the Plantation Goods and Inventory and the Clear Goods and Inventory.

1.1.96 “Governmental Entity” means the various governmental and quasi- governmental bodies or agencies having jurisdiction over Seller, the Real Property or any portion thereof.

1.1.97 “Hazardous Materials” means any pollutants, contaminants, hazardous or toxic substances, materials or wastes (including petroleum, petroleum by-products, radon, asbestos and asbestos containing materials, polychlorinated biphenyls (“PCBs”), PCB-containing equipment, radioactive elements, infectious agents, and urea formaldehyde), as such terms are used in any Environmental Laws (excluding solvents, cleaning fluids and other lawful substances stored and used in the ordinary operation and maintenance of the Land.

1.1.98 “Immediate Family Member” shall have the meaning ascribed in Section 8.1(h).

1.1.99 “Improvements” shall mean the Canyon Improvements, the Cinco Improvements, the Fossil Improvements, the Plantation Improvements and the Clear Improvements.

1.1.100 “Independent Consideration” shall have the meaning ascribed in Section 3.4.

1.1.101 “Intangible Personal Property” shall mean the Canyon Intangible Personal Property, the Cinco Intangible Personal Property, the Fossil Intangible Personal Property, the Plantation Intangible Personal Property and the Clear Intangible Personal Property.

1.1.102 “Interim Liquor Management Agreement” shall have the meaning ascribed in Section 9.2.3.

1.1.103 “Land” shall mean the Canyon Land, the Cinco Land, the Fossil Land, the Plantation Land and the Clear Land.

1.1.104 “Leases” shall mean the Canyon Lease, the Cinco Lease, the Fossil Lease, the Plantation Lease and the Clear Lease.

- 9 -

1.1.105 “Lessees” shall mean Canyon Lessee, Cinco Lessee, Fossil Lessee, Plantation Lessee and Clear Lessee.

1.1.106 “Liability” shall mean any liability, obligation, damage, loss, diminution in value, cost or expense of any kind or nature whatsoever, whether accrued or unaccrued, actual or contingent, known or unknown, foreseen or unforeseen and “Liabilities” has a corresponding meaning.

1.1.107 “Licensee Parties” shall mean those authorized agents, contractors, consultants and representatives of Buyer who shall inspect, investigate, test or evaluate the Property on behalf of Buyer in accordance with this Agreement.

1.1.108 “Licenses and Permits” shall have the meaning ascribed in Section 4.2(a).

1.1.109 “Marks and Logos” shall mean the Canyon Marks and Logos, the Cinco Marks and Logos, the Fossil Marks and Logos, the Plantation Marks and Logos and the Clear Marks and Logos.

1.1.110 “OFAC” shall mean the Office of Foreign Assets Control of the United States Department of the Treasury.

1.1.111 “OFAC List” shall mean any list of prohibited countries, individuals, organizations and entities that is administered or maintained by OFAC, including: (i) Section 1(b), (c) or (d) of Executive Order No. 13224 (September 23, 2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), any related enabling legislation or any other similar executive orders, (ii) the List of Specially Designated Nationals and Blocked Persons maintained by OFAC, and/or on any other similar list maintained by OFAC pursuant to any authorizing statute, executive order or regulation, or (iii) a “Designated National” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515.

1.1.112 “Ordinary Course of Business” shall mean the ordinary course of business consistent with the Seller’s past custom and practice for the Property, taking into account the facts and circumstances in existence from time to time.

1.1.113 “Patriot Act” shall have the meaning ascribed in Section 8.1(f).

1.1.114 “Permitted Encumbrances” shall have the meaning ascribed in Section 5.2.

1.1.115 “Permitted Outside Parties” shall have the meaning ascribed in Section 4.7.

1.1.116 “Person” shall mean any natural person, firm, corporation, general or limited partnership, limited liability company, association, joint venture, trust, estate, Governmental Entity or other legal entity, in each case whether in its own or a representative capacity.

- 10 -

1.1.117 “Personal Property” shall mean the Tangible Personal Property and the Intangible Personal Property.

1.1.118 “Plantation Appurtenances” shall have the meaning ascribed in Section 2.4.4.

1.1.119 “Plantation Contracts” shall have the meaning ascribed in Section 1.1.58.

1.1.120 “Plantation Effluent Discharge Rights” shall have the meaning ascribed in Section 2.4.8.

1.1.121 “Plantation Golf Club” shall have the meaning ascribed in the Recitals.

1.1.122 “Plantation Goods and Inventory” shall have the meaning ascribed in Section 2.4.5(b).

1.1.123 “Plantation Improvements” shall have the meaning ascribed in Section 2.4.2.

1.1.124 “Plantation Intangible Personal Property” shall have the meaning ascribed in Section 2.4.6

1.1.125 “Plantation Land” shall have the meaning ascribed in the Recitals.

1.1.126 “Plantation Personal Property” shall mean the Plantation Tangible Personal Property and the Plantation Intangible Personal Property.

1.1.127 “Plantation Property” shall have the meaning ascribed in Section 2.4.

1.1.128 “Plantation Real Property” shall have the meaning ascribed in Section 2.4.4.

1.1.129 “Plantation Seller” shall mean Plantation Owner and Plantation Lessee.

1.1.130 “Plantation Tangible Personal Property” shall have the meaning ascribed in Section 2.4.5.

1.1.131 “Plantation Water Rights” shall have the meaning ascribed in Section 2.4.3.

1.1.132 “Premier” shall mean Premier Golf Management, Inc.

1.1.133 “Property” shall have the meaning ascribed in Article 2.

- 11 -

1.1.134 “Property Manager” shall mean Evergreen Alliance Golf Limited, L.P., a Delaware limited partnership.

1.1.135 “Proration Items” shall have the meaning ascribed in Section 10.6.1.

1.1.136 “Proration Time” shall have the meaning ascribed in Section 10.6.1.

1.1.137 “Purchase Price” shall have the meaning ascribed in Section 3.2.

1.1.138 “Real Property” shall mean the Canyon Real Property, the Cinco Real Property, the Fossil Real Property and the Plantation Real Property.

1.1.139 “Reporting Person” shall have the meaning ascribed in Section 6.4(a).

1.1.140 “Second Extended Due Diligence Period” shall have the meaning ascribed in Section 4.1.

1.1.141 “Second Extension Payment” shall have the meaning ascribed in Section 4.1.

1.1.142 “Seller’s Indemnity” shall have the meaning ascribed in Section 3.6.1.

1.1.143 “Seller’s Receivables” shall have the meaning ascribed in Section 10.6.1(g).

1.1.144 “Seller’s Knowledge” shall have the meaning ascribed in Section 7.3.

1.1.145 “Senior Foreign Political Figure” shall have the meaning ascribed in Section 8.1(h).

1.1.146 “Survey” shall have the meaning ascribed in Section 5.1.

1.1.147 “Survey Defects” shall have the meaning ascribed in Section 5.1.

1.1.148 “Tangible Personal Property” shall mean the Canyon Tangible Personal Property, the Cinco Tangible Personal Property, the Fossil Tangible Personal Property, the Plantation Tangible Personal Property and the Clear Tangible Personal Property.

1.1.149 “Taxes” shall mean any federal, state, local or foreign, personal property, sales, use, excise or similar taxes, assessments, levies, charges or fees imposed by any Governmental Entity on the Seller with respect to the Property or the operation of the Golf Clubs including, without limitation, any interest, penalty or fine with respect thereto, but expressly excluding any (i) federal, state, local or foreign income, capital gain, gross receipts, capital stock, franchise, profits, estate, gift or generation skipping tax, or (ii) transfer, documentary stamp, recording or similar tax, levy, charge or fee incurred with respect to the transactions described in this Agreement.

- 12 -

1.1.150 “Third Party Estoppels” shall have the meaning ascribed in Section 10.9.

1.1.151 “Title Commitments” shall have the meaning ascribed in Section 5.1.

1.1.152 “Title Company” shall mean The Talon Group, a division of First American Title Insurance Company, Attention: Xxxxxxx Xxxxx.

1.1.153 “Title Documents” shall have the meaning ascribed in Section 5.1.

1.1.154 “Title Exceptions” shall have the meaning ascribed in Section 5.2.

1.1.155 “Title Notice” shall have the meaning ascribed in Section 5.2.

1.1.156 “Title Objections” shall have the meaning ascribed in Section 5.2.

1.1.157 “Title Policies” shall have the meaning ascribed in Section 5.3.

1.1.158 “Unpermitted Title Exceptions” shall have the meaning ascribed in Section 5.2.

1.1.159 “Water Rights” shall mean the Canyon Water Rights, the Cinco Water Rights, the Fossil Water Rights and the Plantation Water Rights and the Clear Water Rights.

Section 1.2 Rules of Construction. Article and Section captions used in this Agreement are for convenience only and shall not affect the construction of this Agreement. All references to “Article” or “Sections” without reference to a document other than this Agreement, are intended to designate articles and sections of this Agreement, and the words “herein,” “hereof,” “hereunder,” and other words of similar import refer to this Agreement as a whole and not to any particular Article or Section, unless specifically designated otherwise. The use of the term “including” shall mean in all cases “including but not limited to,” unless specifically designated otherwise. No rules of construction against the drafter of this Agreement shall apply in any interpretation or enforcement of this Agreement, any documents or certificates executed pursuant hereto, or any provisions of any of the foregoing.

ARTICLE 2 – THE PROPERTY

The property to be purchased and sold pursuant to this Agreement is all of the following property (collectively the “Property”):

Section 2.1 Canyon Springs Golf Club. The following property described in this Section 2.1 which is collectively referred to herein as the “Canyon Property.”

2.1.1 Land. The Canyon Land is more particularly described as Exhibit A-1, attached hereto.

- 13 -

2.1.2 Buildings and Other Improvements/Fixtures. All existing buildings, structures and other improvements located upon the Canyon Land, including: a clubhouse building, events pavilion, a maintenance facility, an 18-hole golf course, landscaping, irrigation system, parking facilities, and all other improvements located on the Canyon Land (collectively the “Canyon Improvements”) and all fixtures attached to and forming a part of the Canyon Real Property, other than those which constitute Canyon Improvements (collectively, the “Canyon Fixtures”).

2.1.3 Water Rights. All right, title and interest of Canyon Seller in and to all water rights, appropriative rights, water allocations and water stock associated with irrigating and/or draining Canyon Springs Golf Club, including, without limitation, under the Canyon Water Document, to the extent such are assignable (collectively, the “Canyon Water Rights”).

2.1.4 Appurtenances. All right, title and interest of Canyon Seller in and to all appurtenances, hereditaments, easements, reversionary rights, and all other rights, privileges, and entitlements belonging to or running with the Canyon Land (collectively, the “Canyon Appurtenances”). The Canyon Land, the Canyon Improvements, the Canyon Water Rights (to the extent such are real property rights), and the Canyon Appurtenances are collectively referred to herein as the “Canyon Real Property”.

2.1.5 Tangible Personal Property. All tangible personal property owned by Canyon Seller located on or used solely in the operation, maintenance, repair or ownership of the Canyon Real Property, including, without limitation, the following to the extent owned by Canyon Seller and located on and used in the operation, maintenance, repair, or ownership of the Canyon Real Property (collectively referred to herein as the “Canyon Tangible Personal Property”; provided, however, that the Canyon Tangible Personal Property shall not include any Excluded Property):

(a) All furniture, furnishings, machinery, tools, repair parts, goods, supplies, televisions, communications equipment, kitchen utensils, linen, glassware, china, appliances, gasoline and lubricants, fertilizer, seed, sand, chemicals, irrigation parts and supplies; and

(b) All food and beverage items (excluding liquor, wine and beer), consumable supplies and inventories of every kind of nature and all professional shop merchandise, goods and inventory (the “Canyon Goods and Inventory”) and further including the personal property described in Exhibit B-1.

2.1.6 Intangible Personal Property. To the extent transferable, all of Canyon Seller’s right, title and interest in the intangible personal property appurtenant to the ownership, operation and use of Canyon Springs Golf Club including, without limitation, Canyon Seller’s right, title and interest in the following to the extent transferable and appurtenant to the ownership, operation and use of Canyon Springs Golf Club (collectively referred to herein as the “Canyon Intangible Personal Property”; provided however, that the Canyon Intangible Personal Property shall not include any Excluded Property):

- 14 -

(a) All Canyon Licenses and Permits;

(b) All plans and specifications, blue prints, architectural plans, golf course designs, engineering drawings and similar items;

(d) All software licenses, telephone number listings in directories, customer files, guest lists, credit records, labels, promotional literature and security codes.

(e) All proprietary rights Canyon Seller may have with respect to the use of the name “Canyon Springs Golf Club” and any variations thereof, including course-specific, stand-alone internet sites and domain names;

(f) Tradenames, trademarks, service marks, and logos with respect to the name “Canyon Springs Golf Club” (the “Canyon Marks and Logos”); and

(g) The Canyon Contracts; and

(h) All product and service warranties and guaranties to the extent relating to the period after Closing

2.1.7 Lease. The landlord’s and tenant’s interest pursuant to that certain Lease Agreement between Canyon Owner and Canyon Lessee dated March 23, 2003 (the “Canyon Lease”).

2.1.8 Effluent Discharge Rights. All right, title and interest of Seller, if any, in all rights to discharge effluent to a water of a State or the United States in connection with the operation of the Canyon Springs Golf Club (the “Canyon Effluent Discharge Rights”).

Section 2.2 Cinco Ranch Golf Club. The following property described in this Section 2.2 which is collectively referred to herein as the “Cinco Property.”

2.2.1 Land. The Cinco Land is more particularly described as Exhibit A-2, attached hereto.

2.2.2 Buildings and Other Improvements. All existing buildings, structures and other improvements located upon the Cinco Land, including: a clubhouse building, a maintenance facility, an 18-hole golf course, landscaping, golf academy, irrigation system, parking facilities, and all other improvements located on the Cinco Land (collectively the “Cinco Improvements”) and all fixtures attached to and forming a part of the Cinco Real Property, other than those which constitute Cinco Improvements (collectively, the “Cinco Fixtures”).

- 15 -

2.2.3 Water Rights. All right, title and interest of Cinco Seller in and to all water rights, appropriative rights, water allocations and water stock associated with irrigating and/or draining Cinco Ranch Golf Club, including, without limitation, under the Cinco Water Documents, to the extent such are assignable (collectively, the “Cinco Water Rights”).

2.2.4 Appurtenances. All right, title and interest of Cinco Seller in and to all appurtenances, hereditaments, easements, reversionary rights, and all other rights, privileges, and entitlements belonging to or running with the Cinco Land (collectively, the “Cinco Appurtenances”). The Cinco Land, the Cinco Improvements, the Cinco Water Rights (to the extent such are real property rights), and the Cinco Appurtenances are collectively referred to herein as the “Cinco Real Property”.

2.2.5 Tangible Personal Property. All tangible personal property owned by Cinco Owner located on or used solely in the operation, maintenance, repair or ownership of the Cinco Real Property, including, without limitation, the following to the extent owned by Cinco Seller and located on and used in the operation, maintenance, repair, or ownership of the Cinco Real Property (collectively referred to herein as the “Cinco Tangible Personal Property”; provided, however, that the Cinco Personal Property shall not include any Excluded Property):

(b) All food and beverage items (excluding liquor, wine and beer), consumable supplies and inventories of every kind of nature and all professional shop merchandise, goods and inventory (the “Cinco Goods and Inventory”) and further including the personal property described in Exhibit B-2.

2.2.6 Intangible Personal Property. To the extent transferable, all of Cinco Seller’s right, title and interest in the intangible personal property appurtenant to the ownership, operation and use of Cinco Ranch Golf Club including, without limitation, Cinco Seller’s right, title and interest in the following to the extent transferable and appurtenant to the ownership, operation and use of Cinco Ranch Golf Club (collectively referred to herein as the “Cinco Intangible Personal Property”; provided, however, that the Cinco Intangible Personal Property shall not include any Excluded Property):

(a) All Cinco Licenses and Permits;

(b) All plans and specifications, blue prints, architectural plans, golf course designs, engineering drawings and similar items;

- 16 -

(d) All software licenses, telephone number listings in directories, customer files, guest lists, credit records, labels, promotional literature and security codes.

(e) All proprietary rights Cinco Seller may have with respect to the use of the name “The Golf Club at Cinco Ranch” and any variations thereof, including course-specific, stand-alone internet sites and domain names;

(f) Tradenames, trademarks, service marks, and logos with respect to the name “The Golf Club at Cinco Ranch” (the “Cinco Marks and Logos”);

(g) The Cinco Contracts; and

(h) All product and service warranties and guaranties to the extent relating to the period after Closing.

2.2.7 Lease. The landlord’s and tenant’s interest pursuant to that certain Lease Agreement between Cinco Owner and Cinco Lessee dated October 29, 2002 (the “Cinco Lease”).

2.2.8 Effluent Discharge Rights. All right, title and interest of Seller, if any, in all rights to discharge effluent to a water of a State or the United States in connection with the operation of the Cinco Ranch Golf Club (the “Cinco Effluent Discharge Rights”).

Section 2.3 Fossil Creek Golf Club. The following property described in this Section 2.3 which is collectively referred to herein as the “Fossil Property.”

2.3.1 Land. The Fossil Land is more particularly described as Exhibit A-3, attached hereto.

2.3.2 Buildings and Other Improvements. All existing buildings, structures and other improvements located upon the Fossil Land, including: a clubhouse building, a maintenance facility, an 18-hole golf course, landscaping, irrigation system, parking facilities, and all other improvements located on the Fossil Land (collectively the “Fossil Improvements”) and all fixtures attached to and forming a part of the Fossil Real Property, other than those constituting Fossil Improvements (collectively, the “Fossil Fixtures”).

2.3.3 Water Rights. All right, title and interest of Fossil Seller in and to all water rights, appropriative rights, water allocations and water stock associated with irrigating and/or draining Fossil Creek Golf Club, including, without limitation, under the Fossil Water Documents, to the extent such are assignable (collectively, the “Fossil Water Rights”).

2.3.4 Appurtenances. All right, title and interest of Fossil Seller in and to all appurtenances, hereditaments, easements, reversionary rights, and all other rights, privileges, and entitlements belonging to or running with the Fossil Land (collectively,

- 17 -

the “Fossil Appurtenances”). The Fossil Land, the Fossil Improvements, the Fossil Water Rights (to the extent such are real property rights), and the Fossil Appurtenances are collectively referred to herein as the “Fossil Real Property”.

2.3.5 Tangible Personal Property. All tangible personal property owned by Fossil Seller located on or used solely in the operation, maintenance, repair or ownership of the Fossil Real Property, including, without limitation, the following to the extent owned by Fossil Seller and located on and used in the operation, maintenance, repair, or ownership of the Fossil Real Property (collectively referred to herein as the “Fossil Tangible Personal Property”; provided, however, that the Fossil Personal Property shall not include any Excluded Property):

(b) All food and beverage items (excluding liquor, wine and beer), consumable supplies and inventories of every kind of nature and all professional shop merchandise, goods and inventory (the “Fossil Goods and Inventory”) and further including the personal property described in Exhibit B-3.

2.3.6 Intangible Personal Property. To the extent transferable, all of Fossil Seller’s right, title and interest in the intangible personal property appurtenant to the ownership, operation and use of Fossil Creek Golf Club including, without limitation, Fossil Seller’s right, title and interest in the following to the extent transferable and appurtenant to the ownership, operation and use of Fossil Creek Golf Club (collectively referred to herein as the “Fossil Intangible Personal Property”; provided however, that the Fossil Intangible Personal Property shall not include any Excluded Property):

(a) All Fossil Licenses and Permits;

(b) All plans and specifications, blue prints, architectural plans, golf course designs, engineering drawings and similar items;

(d) All software licenses, telephone number listings in directories, customer files, guest lists, credit records, labels, promotional literature and security codes.

(e) All proprietary rights Fossil Seller may have with respect to the use of the name “The Golf Club at Fossil Creek” and any variations thereof, including course-specific, stand-alone internet sites and domain names;

(f) Tradenames, trademarks, service marks, and logos with respect to the name “The Golf Club at Fossil Creek” (the “Fossil Marks and Logos”);

- 18 -

(g) The Fossil Contracts; and

(h) All product and service warranties and guaranties to the extent relating to the period after Closing.

2.3.7 Lease. The landlord’s and tenant’s interest pursuant to that certain Lease Agreement between Fossil Owner and Fossil Lessee dated October 29, 2002 (the “Fossil Lease”).

2.3.8 Effluent Discharge Rights. All right, title and interest of Seller, if any, in all rights to discharge effluent to a water of a State or the United States in connection with the operation of the Fossil Creek Golf Club (the “Fossil Effluent Discharge Rights”).

Section 2.4 Plantation Golf Club. The following property described in this Section 2.3 which is collectively referred to herein as the “Plantation Property.”

2.4.1 Land. The Plantation Land is more particularly described as Exhibit A-4, attached hereto.

2.4.2 Buildings and Other Improvements. All existing buildings, structures and other improvements located upon the Plantation Land, including: a clubhouse building, events facility, a maintenance facility, an 18-hole golf course, landscaping, irrigation system, parking facilities, and all other improvements located on the Plantation Land (collectively the “Plantation Improvements”) and all fixtures attached to and forming a part of the Plantation Real Property, other than those which constitute Plantation Improvements (collectively, the “Plantation Fixtures”).

2.4.3 Water Rights. All right, title and interest of Plantation Seller in and to all water rights, appropriative rights, water allocations and water stock associated with irrigating and/or draining Plantation Golf Club, including, without limitation, under the Plantation Water Documents, to the extent such are assignable (collectively, the “Plantation Water Rights”).

2.4.4 Appurtenances. All right, title and interest of Plantation Seller in and to all appurtenances, hereditaments, easements, reversionary rights, and all other rights, privileges, and entitlements belonging to or running with the Plantation Land (collectively, the “Plantation Appurtenances”). The Plantation Land, the Plantation Improvements, the Plantation Water Rights (to the extent such are real property rights), and the Plantation Appurtenances are collectively referred to herein as the “Plantation Real Property”.

2.4.5 Tangible Personal Property. All tangible personal property owned by Plantation Seller located on or used solely in the operation, maintenance, repair or ownership of the Plantation Real Property, including, without limitation, the following to the extent owned by Plantation Seller and located on and used in the operation, maintenance, repair, or ownership of the Plantation Real Property (collectively referred to herein as the “Plantation Tangible Personal Property”; provided, however, that the Plantation Personal Property shall not include any Excluded Property):

- 19 -

(b) All food and beverage items (excluding liquor, wine and beer), consumable supplies and inventories of every kind of nature and all professional shop merchandise, goods and inventory (the “Plantation Goods and Inventory”) and further including the personal property described in Exhibit B-4.

2.4.6 Intangible Personal Property. To the extent transferable, all of Plantation Seller’s right, title and interest in the intangible personal property appurtenant to the ownership, operation and use of Plantation Golf Club including, without limitation, Plantation Seller’s right, title and interest in the following to the extent transferable and pertinent to the ownership, operation and use of Plantation Golf Club and the Plantation Personal Property (collectively referred to herein as the “Plantation Intangible Personal Property”; provided, however, that the Plantation Intangible Personal Property shall not include any Excluded Property):

(a) All Plantation Licenses and Permits;

(b) All plans and specifications, blue prints, architectural plans, golf course designs, engineering drawings or similar items;

(d) All software licenses, telephone number listings in directories, customer files, guest lists, credit records, labels, promotional literature and security codes.

(e) All proprietary rights Plantation Seller may have with respect to the use of the name “Plantation Golf Club” and any variations thereof, including course-specific, stand-alone internet sites and domain names;

(f) Tradenames, trademarks, service marks, and logos with respect to the name “Plantation Golf Club” (the “Plantation Marks and Logos”);

(g) The Plantation Approval Contracts; and

(h) All product and service warranties and guaranties to the extent relating to the period after Closing.

- 20 -

2.4.7 Lease. The landlord’s and tenant’s interest pursuant to that certain Lease Agreement between Plantation Owner and Plantation Lessee dated October 29, 2002 (the “Plantation Lease”).

2.4.8 Effluent Discharge Rights. All right, title and interest of Seller, if any, in all rights to discharge effluent to a water of a State or the United States in connection with the operation of the Plantation Golf Club (the “Plantation Effluent Discharge Rights”).

Section 2.5 Clear Creek Golf Club. The following property described in this Section 2.5 which is collectively referred to herein as the “Clear Property.”

2.5.1 Concession Agreement. Clear Seller’s right, title and interest as concessionaire under the Clear Creek Concession Agreement. As used herein, the term “Clear Creek Concession Agreement” shall mean the documents listed on Schedule 2.5.1.

2.5.2 Water Rights. All right, title and interest of Clear Seller in and to all water rights, appropriative rights, water allocations and water stock associated with irrigating and/or draining Clear Creek Golf Club, including, without limitation, under the Clear Water Documents, to the extent the same are assignable (collectively, the “Clear Water Rights”).

2.5.3 Appurtenances. All right, title and interest of Clear Seller in and to all appurtenances, hereditaments, easements, reversionary rights, and all other rights, privileges, and entitlements belonging to or running with the Clear Land (collectively, the “Clear Creek Appurtenances”).

2.5.4 Tangible Personal Property. All tangible personal property owned by Clear Seller located on or used solely in the operation, maintenance, repair or ownership of the Clear Creek Golf Club, including, without limitation, the following to the extent owned by Clear Seller and located on and used in the operation, maintenance, repair, or ownership of the Clear Land (collectively referred to herein as the “Clear Tangible Personal Property”; provided, however, that the Clear Personal Property shall not include any Excluded Property):

(b) All food and beverage items (excluding liquor, wine and beer), consumable supplies and inventories of every kind of nature and all professional shop merchandise, goods and inventory (the “Clear Goods and Inventory”) and further including the personal property described in Exhibit B-5.

2.5.5 Intangible Personal Property. To the extent transferable, all of Clear Seller’s right, title and interest in the intangible personal property appurtenant to the ownership, operation and use of Clear Creek Golf Club including, without

- 21 -

limitation, Clear Seller’s right, title and interest in the following to the extent transferable and appurtenant to the ownership, operation and use of Clear Creek Golf Club (collectively referred to herein as the “Clear Intangible Personal Property”; provided however, that the Clear Intangible Personal Property shall not include any Excluded Property):

(a) All Clear Licenses and Permits;

(b) All plans and specifications, blue prints, architectural plans, golf course designs, engineering drawings and similar items;

(d) All software licenses, telephone number listings in directories, customer files, guest lists, credit records, labels, promotional literature and security codes.

(e) All proprietary rights Clear Seller may have with respect to the use of the name “Clear Creek Golf Club” and any variations thereof, including course-specific, stand-alone internet sites and domain names;

(f) Tradenames, trademarks, service marks, and logos with respect to the name “Clear Creek Golf Club” (the “Clear Marks and Logos”);

(g) The Clear Contracts; and

(h) All product and service warranties and guaranties to the extent relating to the period after Closing.

2.5.6 Lease. The landlord’s and tenant’s interest pursuant to that certain Lease Agreement between Clear Owner and Clear Lessee dated October 29, 2002 (the “Clear Lease”).

2.5.7 Effluent Discharge Rights. All right, title and interest of Seller, if any, in all rights to discharge effluent to a water of a State or the United States in connection with the operation of the Clear Creek Golf Club (the “Clear Effluent Discharge Rights”).

ARTICLE 3 - AGREEMENT OF PURCHASE AND SALE; PURCHASE PRICE

Section 3.1 Agreement of Purchase and Sale. Seller agrees to sell, transfer, assign and convey to Buyer, and Buyer agrees to purchase, accept and assume subject to the terms and conditions stated herein, all of Seller’s right, title and interest in and to the Property.

Section 3.2 Purchase Price. Buyer shall pay Seller the purchase price of THIRTY-FOUR MILLION THREE HUNDRED FORTY-FIVE THOUSAND and NO/100 Dollars ($34,345,000.00), as adjusted by the Proration Items in Section 10.6 (“Purchase Price”) at Closing. The Purchase Price and such other funds as may be necessary to pay Buyer’s expenses hereunder, subject

- 22 -

to closing adjustments, shall be deposited with the Escrow Agent on or before the Closing Date in accordance with this Agreement and shall be paid to Seller in accordance with Article 10 hereof.

Section 3.3 Deposit. Within three (3) business days after this Agreement is executed by Buyer and Seller, Buyer shall deposit via wire transfer the sum of THREE MILLION and NO/100 Dollars ($3,000,000.00) in immediately available funds as a deposit (the “Deposit”) with Escrow Agent whose address is as indicated in Section 11.3. The Deposit shall be non-refundable except as provided in Sections 4.8, 4.10, 5.2, 6.1, 7.2 and 11.2 and shall be held and delivered by Escrow Agent in accordance with the provisions of Article 6. Interest earned on the Deposit shall be considered part of the Deposit and shall be deemed to have been earned by, and constitute income of, Buyer. Except as otherwise expressly set forth herein, the Deposit shall be applied against the Purchase Price on the Closing Date.

Section 3.4 Independent Consideration. Contemporaneously with the execution and delivery of this Agreement, Buyer has paid to Seller as further consideration for this Agreement, in cash, the sum of One Hundred Dollars ($100.00) (the “Independent Consideration”), in addition to the Deposit and the Purchase Price and independent of any other consideration provided hereunder, which Independent Consideration is fully earned by Seller and is non-refundable under any circumstances.

Section 3.5 Indivisible Economic Package. Buyer has no right to purchase, and Seller has no obligation to sell, less than all of the Property, it being the express agreement and understanding of Buyer and Seller that, as a material inducement to Seller and Buyer to enter into this Agreement, Buyer has agreed to purchase, and Seller has agreed to sell, all of the Property, subject to and in accordance with the terms and conditions hereof.

Section 3.6 Assumption of Obligations/Retained Liabilities/Assumed Liabilities.

Section 3.6.1 Retained Liabilities. At Closing, the Seller shall retain all Liabilities for, and the Buyer shall not have any Liability concerning, (i) any Liabilities under the Contracts, the Clear Creek Concession Agreement, Intangible Personal Property, Water Rights, Effluent Discharge Rights, Licenses and Permits and Permitted Exceptions which have arisen or accrued and pertain to the period prior to the Closing Date, including, without limitation, the Liability for the payment of any amounts due and payable or accrued but not yet due or payable prior to the Closing Date under the Contracts, and Licenses and Permits, except to the extent the Buyer receives a credit for such Liabilities under Section 10.6 (in which case Buyer would assume such Liability or Liabilities, only to the extent of such credit), (ii) the payment of all Taxes and ad valorem or property taxes due and payable or accrued but not yet paid prior to the Closing Date, except to the extent the Buyer has received a credit for such Taxes and ad valorem or property taxes under Section 10.6 (in which case Buyer would assume such Liability or Liabilities, only to the extent of such credit), (iii) any claim for personal injury to a Person or to a Person’s property (but not to the Property) which is based on any event which occurred at the Real Property prior to the Closing Date and (iv) Liabilities related to breaches of the representations and warranties contained in Section 7.1 (collectively, the “Retained Liabilities”);

- 23 -

provided, however, with the express exception of clause (iv) above, the Retained Liabilities shall not in any manner include matters related to the physical, environmental or legal compliance of the Property. Seller hereby indemnifies, saves, pays, insures and holds Buyer harmless from and against all Liabilities (including, but not limited to, reasonable attorneys’ fees and expenses) asserted against or incurred by Buyer and arising out of the Retained Liabilities, which shall include, without limitation the pending sales tax audit disclosed on Schedule 7.1(j) (the “Seller’s Indemnity”); provided, however, the Seller’s Indemnity with respect to clause (iv) above shall be limited by the threshold and limits on liability set forth in Section 7.2.

Section 3.6.2 Assumed Liabilities. At Closing, the Buyer shall assume and the Seller shall not have any Liability concerning (i) all Liabilities under the Contracts, the Clear Creek Concession Agreement, Intangible Personal Property, Water Rights, Effluent Discharge Rights, Licenses and Permits and Permitted Encumbrances for the period on and after the Closing Date, (ii) the payment of Taxes and ad valorem or property taxes for the period on or after the Closing Date, (iii) all obligations and Liabilities pursuant to any items disclosed by Seller pursuant to Article 7, except for the matters described in Schedule 7.1(d) and 7.1(j) (which exception includes, without limitation, the pending sales tax audit disclosed on Schedule 7.1 [j]), and (iv) all obligations and Liabilities related to the physical, environmental and legal compliance condition of the Property, regardless of whether such obligations or Liabilities arise before, on or after the Closing Date (collectively, the “Assumed Liabilities”). Buyer hereby indemnifies, saves, pays, insures and holds Seller harmless from and against all Liabilities (including, but not limited to, reasonable attorneys’ fees and expenses) asserted against or incurred by Seller and arising out of the Assumed Liabilities or the failure of Buyer to perform its obligations under this Section 3.6.2 (the “Buyer’s Indemnity”).

The rights and obligations of the Seller and Buyer under this Section 3.6 shall survive the Closing.

Section 3.7 Intentionally omitted.

Section 3.8 Termination of or Default under Fund III Entity Purchase Agreement and/or the Fund III Asset Purchase Agreement. In the event that Buyer or Premier, as applicable, (i) fails to execute the Fund III Entity Purchase Agreement or the Fund III Asset Purchase Agreement on or before the expiration of ten (10) days following the Effective Date, or (ii) for any reason, terminates or is in default under any of the Fund III Entity Purchase Agreement or the Fund III Asset Purchase Agreement, Seller may, in its sole discretion, elect to terminate this Agreement within seven (7) Business Days of such termination or default, and upon such termination by Seller, the Deposit shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except as provided in Sections 4.5, 4.6, 4.7, 10.7 and 11.11.

Section 3.9 Certain Assets to Premier. Buyer may elect to have the Lessees’ interest in the Leases and/or their assets, including without limitation, portions of the Property conveyed or assigned, as applicable, to Premier, or its permitted assignee by providing written notice to Seller at least three (3) days prior to the Closing Date.

- 24 -

Section 3.10 Fossil Minerals. Subject to the terms of this Section 3.10, Fossil Owner shall retain and reserve for itself, and its permitted lessees hereunder, rights to any oil, gas, coal or other minerals located on or under the Fossil Land (collectively, the “Fossil Minerals”) and such reservation of rights shall be set forth in the Deed for the Fossil Real Property to be delivered at Closing (the “Fossil Minerals Reservation”). The Fossil Minerals Reservation shall provide the following: (i) Fossil Owner shall have all rights in and to the Fossil Minerals, except for and subject to prior existing rights in and to the Fossil Minerals, if any, and subject to the Buyer Participation, (ii) Fossil Owner and any assignee, transferor or lessee hereunder shall have no right of entry or access to or upon the surface of the Fossil Land for any purpose related to or in connection with the Fossil Minerals Reservation, including, without limitation, the conduct of any operations or activities such as seismic testing or other exploration for the Fossil Minerals, the drilling of any xxxxx or other production of the Fossil Minerals, or the storage of any property or equipment used in connection with any permitted subsurface drilling for exploration and production of the Fossil Minerals, (iii) Fossil Owner and any assignee, transferor or lessee shall be permitted to use the subsurface of the Fossil Land solely for the purpose of drilling from drill xxxxx located off the Fossil Land for exploration and production of the Fossil Minerals and for the extraction of Fossil Minerals, solely in accordance with all applicable rules, regulations and restrictions imposed by any Governmental Entity, but shall have no right to drill any well from the Fossil Land to other lands, (iv) any lease, contract or other agreement between Fossil Owner and any lessee, assignee or transferor shall include those restrictions set forth in this Section 3.10, and (v) Fossil Owner shall pay to Buyer fifty percent (50%) of the proceeds actually received by Fossil Owner from any sale, lease or other disposition of any of the Fossil Minerals or the right to explore for or produce the same, net of any reasonable expenses incurred by Fossil Owner in connection with the same (the “Buyer Participation”). Fossil Owner shall provide Buyer with copies of (a) any and all leases, contracts or other agreements, (b) financial statements or reports related to any sale, lease or other disposition of the Fossil Minerals, and (c) documentation in support of all reasonable expenses incurred by Fossil Owner in connection with the same.

ARTICLE 4 - BUYER’S DUE

DILIGENCE/CONDITION OF THE PROPERTY

Section 4.1 Buyer’s Inspections and Due Diligence. Buyer acknowledges that commencing on the Effective Date and continuing for a period which will expire at 11:59 p.m. Eastern Standard Time on the Closing Date (the “Due Diligence Period”), Buyer shall conduct its examinations, inspections, testing, studies and investigations of the Property, information regarding the Property and such documents applicable to the Property, including, without limitation, the documents that Seller delivers or makes available, as set forth in Section 4.2 below (collectively, the “Due Diligence”). In addition, the Buyer shall have the right, but not the obligation, to contact (i) any Governmental Entity as it may elect in connection with this transaction including, without limitation, Xxxxxx County, (ii) owner’s associations, club members or club membership board, if applicable and as appropriate; provided, however, that for contact under clauses (i) and (ii) above, Buyer shall have first given Seller forty-eight (48) hours advance notice, and Seller shall have the opportunity to have a representative present during any such communication. Except for any limitations as may be imposed by Section 4.5 below, Buyer may conduct such due diligence activities, inspections, and studies of the Property as it deems necessary or appropriate, and examine and investigate to its full satisfaction all facts, circumstances, and matters relating

- 25 -

to the Property (including the physical condition and use, availability and adequacy of utilities, access, zoning, compliance with applicable laws, environmental conditions, engineering and structural matters), title and survey matters, and any other matters it deems necessary or appropriate for purposes of consummating this transaction. The Due Diligence shall be at Buyer’s sole cost and expense. Seller shall reasonably assist Buyer in obtaining third party consents or approvals related to this transaction. Buyer shall have the right, in its sole discretion, to elect in writing to (i) pay to Seller TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000.00) (the “First Extension Payment”) and extend the Due Diligence Period to 11:59 p.m. Eastern Standard Time on the Closing Date (the “First Extended Due Diligence Period”) provided that Buyer’s written notification to extend is delivered to Seller and the payment is delivered to Seller via wire transfer on or before the expiration of the original Due Diligence Period and (ii) to pay to Seller an additional TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000.00) (the “Second Extension Payment”) to further extend the Due Diligence Period to 11:59 p.m. Eastern Standard Time on the Closing Date (the “Second Extended Due Diligence Period”) (the Due Diligence Period, the First Extended Due Diligence Period and the Second Extended Due Diligence Period are collectively referred to as the “Due Diligence Period”), provided that Buyer’s written notification to extend is delivered to Seller and the payment is delivered to the Seller via wire transfer on or before the expiration of the First Extended Due Diligence Period in accordance with the wire transfer instructions provided by Seller and more particularly set forth on Schedule 4.1 attached hereto. The Escrow Agent shall forward the First Extension Payment and the Second Extension Payment to Seller via wire transfer within one (1) business day of receipt of each. If Buyer has paid the Second Extension Payment, Buyer shall receive a credit against the Purchase Price at Closing equal to the Second Extension Payment. There shall be no credit to the Purchase Price for the First Extension Payment.

Section 4.2 Delivery Period. On or before seven (7) business days after the Effective Date, Seller shall deliver to Buyer (except as noted below), the following (collectively, the “Due Diligence Items”):

(a) A copy of all certificates of occupancy, licenses, permits and approvals issued by any Governmental Entity to the extent such are in Seller’s possession or control with respect to Canyon Springs Golf Club (the “Canyon Licenses and Permits”), Cinco Ranch Golf Club (the “Cinco Licenses and Permits”), Fossil Creek Golf Club (the “Fossil Licenses and Permits”), Plantation Golf Club (the “Plantation Licenses and Permits”), and Clear Creek Golf Club (the “Clear Licenses and Permits”) (collectively the “Licenses and Permits”). A list of the Licenses and Permits is attached hereto as Schedule 4.2(a).

(b) A copy of the liquor licenses in Seller’s possession or control with respect to Canyon Springs Golf Club (the “Canyon Liquor Licenses”), Cinco Ranch Golf Club (the “Cinco Liquor Licenses”), Fossil Creek Golf Club (the “Fossil Liquor Licenses”), Plantation Golf Club (the “Plantation Liquor Licenses”), and Clear Creek Golf Club (the “Clear Liquor Licenses”) (collectively the “Liquor Licenses”). A list of the Liquor Licenses is attached hereto as Schedule 4.2(b).

- 26 -

(d) A copy of the Contracts listed on Schedule 1.1.58(a), Schedule 1.1.58(b), Schedule 1.1.58(c), Schedule 1.1.58(d), and Schedule 1.1.58(e).

(e) A copy of all documents, agreements and permits in Seller’s possession or control relating to the supply of irrigation water to the Canyon Springs Golf Club (the “Canyon Water Documents”), Cinco Ranch Golf Club (the “Cinco Water Documents”), Fossil Creek Golf Club (the “Fossil Water Documents”), Plantation Golf Club (the “Plantation Water Documents”), and Clear Creek Golf Club (the “Clear Water Documents”) (collectively the “Water Documents”).

(f) A copy of the Leases.

(g) A copy of the Existing Surveys.

(h) A copy of any existing title insurance policies and pending commitments of title insurance and endorsements, together with copies of exemption documents and instruments relating to the Real Property in Seller’s possession or control.

(i) A copy of the most recent real estate tax statements with respect to the Real Property and any notices of appraised value of the Real Property.

(j) To the extent they are in Seller’s possession or control, Seller shall make available at the corporate office of Property Manager or at the individual Club(s), a copy of all plans and specifications, blue prints, architectural plans, golf course designs or drawings, engineering drawings and similar items relating to the Real Property.

(k) A copy of all environmental and soil reports relating to the Real Property and in Seller’s possession or control.

(l) Such other information (other than the Excluded Property Records defined below) as is reasonably requested by Buyer and is reasonably available to Seller.

Section 4.3 Deliveries. All documents, materials, and information furnished to or made available to Buyer pursuant to Section 4.2 are being furnished or made available to Buyer for information purposes only and without any representation or warranty by Seller with respect thereto, express or implied, except as may otherwise be expressly set forth in Section 7.1 below and as limited by Sections 7.2 and 8.2 below, and all such documents, materials, and information are expressly understood by Buyer to be subject to the confidentiality provisions of Section 4.7 below. To the extent Seller elects to make such documents or copies thereof available to Buyer at the corporate office of Seller or at one or more of the Golf Clubs, then, with at least twenty-four (24) hours prior notification to Seller, Buyer and its agents and representatives shall have reasonable access to such documents or copies thereof and the consent to copy such documents during normal business hours until the earlier of the termination of this Agreement or the expiration of the Due Diligence Period.

- 27 -

Section 4.4 Excluded Property Records. Notwithstanding any terms to the contrary in this Agreement, (a) Seller shall not be obligated or otherwise required to furnish or make available to Buyer any of the following (collectively, “Excluded Property Records”): (i) any appraisals or other economic evaluations of, or projections with respect to, all or any portion of the Property, including, without limitation, 2006 budgets, prepared by or on behalf of Seller or any Affiliate of Seller, (ii) any documents, materials or information which are subject to attorney/client, work product or similar privilege, which constitute attorney communications with respect to the purchase of the Property by Seller, or which are subject to a confidentiality agreement, and (iii) those documents listed on Schedule 4.4 attached hereto; (b) Due Diligence Items shall not include any Excluded Property Records; and (c) Seller shall have no obligation or liability of any kind to Buyer as a result of Seller not furnishing or making available to Buyer the Excluded Property Records.

Section 4.5 Site Visits. Buyer and its Licensee Parties shall have reasonable access to the Golf Clubs at agreed upon times for agreed upon purposes, including those set forth in Section 4.1 hereinabove, on at least one (1) business day prior notice to Seller. Seller shall make reasonable efforts to have an agent available to accompany Buyer or any Licensee Parties, and in all events Seller shall have the right to have a representative present during any visits to or inspections of any Golf Clubs. Buyer will conduct its Due Diligence in a manner so as to minimize, to the extent reasonably possible to do so, any interference with the operations of the Golf Clubs. In the event Buyer desires to conduct any physically intrusive Due Diligence, Buyer will identify in writing exactly what procedures Buyer desires to perform and request Seller’s express written consent. Seller may withhold or condition consent to any physically intrusive Due Diligence in Seller’s sole discretion, acting reasonably. Upon receipt of Seller’s written consent, Buyer and all Licensee Parties shall, in performing such Due Diligence, comply with agreed upon procedures and any and all laws, ordinances, rules, and regulations applicable to the Property and will not engage in any activities which would violate any permit, license, or environmental law or regulation. Buyer and any Licensee Parties will: (a) maintain comprehensive general liability (occurrence) insurance in an amount of not less than $5,000,000 covering any accident arising in connection with the presence of Buyer or the other Licensee Parties at the Golf Clubs and deliver a certificate of insurance verifying such coverage to Seller prior to entry to the Golf Clubs; (b) promptly pay when due the costs of all inspections and examinations done with regard to the Property; and (c) restore the Golf Clubs to substantially the same condition in which the same were found before any such entry to the Golf Clubs and inspection or examination was undertaken.

Section 4.6 Due Diligence Indemnity. Buyer shall defend, indemnify, and hold harmless Seller, Seller’s partners, shareholders or members, as applicable, and the Property Manager from and against all losses, costs, damages, claims, and liabilities (whether arising out of injury or death to persons or damage to the Property or otherwise) including, but not limited to, costs of remediation, restoration and other similar activities, mechanic’s and materialmen’s liens and attorneys’ fees, arising out of or in connection with Buyer’s Due Diligence, Buyer’s breach of its obligations under Section 4.7 or Buyer’s or any Licensee Parties’ entry to the Golf Clubs, unless any of the same are caused by the gross negligence or willful misconduct of Seller, Seller’s partners, shareholders or members or the Property Manager. The provisions of this Section 4.6 shall survive the Closing or, if the purchase and sale is not consummated, any termination of this Agreement.

- 28 -

Section 4.7 Confidentiality. Buyer agrees that any information obtained by Buyer, Premier or their respective attorneys, partners, accountants, lenders, investors or Licensee Parties (collectively, for purposes of this Section 4.7, the “Permitted Outside Parties”) in the conduct of its Due Diligence shall be treated by Buyer and Permitted Outside Parties as confidential pursuant to Section 11.11 of this Agreement and shall be used only to evaluate the acquisition of the Property from Seller. Buyer further agrees that within its organization, or as to the Permitted Outside Parties, the Due Diligence Items will be disclosed and exhibited only to those persons within Buyer’s organization or to those Permitted Outside Parties who are involved in determining the feasibility of Buyer’s acquisition of the Property. Buyer further acknowledges that the Due Diligence Items and other information gained during Buyer’s Due Diligence are proprietary and confidential in nature. Buyer agrees not to divulge the contents of such Due Diligence Items or any other information except in strict accordance with Sections 4.7 and 11.11 of this Agreement. In permitting Buyer and the Permitted Outside Parties to review the Due Diligence Items and other information to assist Buyer, Seller has not waived any privilege or claim of confidentiality with respect thereto, and no third party benefits or relationships of any kind, either express or implied, have been offered, intended or created by Seller and any such claims are expressly rejected by Seller and waived by Buyer and the Permitted Outside Parties. The provisions of this Section 4.7 shall survive the termination of this Agreement.

Section 4.8 Due Diligence Period. Buyer, by giving Seller and Escrow Agent written notice on or before the end of the Due Diligence Period, may terminate its obligations hereunder, and upon such termination by Buyer, the Deposit shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except as provided in this Section 4.8 and in Sections 4.5, 4.6, 4.7, 10.7 and 11.11. If before the end of the Due Diligence Period, Buyer fails to give Seller such written notice, then Buyer shall be deemed to have elected to waive its rights to terminate this Agreement and to have approved all of the matters with regard to the Golf Clubs. If Buyer timely elects to terminate its obligations hereunder as described above, Buyer shall provide to Seller, promptly after receipt of a request from Seller, originals of all third party reports, studies and appraisals relating to the Property in its possession, without representation or warranty and at no cost to Seller. The foregoing obligation shall survive any termination of this Agreement. Subject to the terms of this Agreement, Buyer, provided it has not terminated this Agreement, after the expiration of the Due Diligence Period, may continue to conduct further physical Due Diligence or other examinations, inspections, tests, studies and investigations regarding the Property; provided, however, that except as otherwise expressly provided in Sections 6.1 and 11.2.2, in no event shall Buyer have any right to terminate or otherwise modify its obligations hereunder after the end of the Due Diligence Period solely as a result of any such further physical Due Diligence or other examinations, inspections, tests, studies or investigations regarding the Property and the provisions of this Article 4, including, without limitation, the indemnification provisions, shall continue to apply.

Section 4.9 Buyer’s Conditions. The transaction contemplated herein is contingent on Buyer during the Due Diligence Period (i) obtaining the approval of its Board of Directors for this transaction, and (ii) Buyer and Premier Golf Management, Inc. agreeing to the form of a lease agreement to be entered into at or subsequent to Closing (the “Buyer Conditions”). If Buyer fails to timely terminate this Agreement as provided in Section 4.8, then the Buyer Conditions shall be deemed satisfied or waived.

- 29 -

Section 4.10 Consents. Buyer and Seller acknowledge that Buyer desires to obtain the consents listed on Schedule 4.10 attached hereto for the conveyance or assignment of certain of the Property (the “Material Consents”). It shall be a condition precedent to Seller’s and Purchaser’s obligation to close this transaction that Buyer shall have obtained the Material Consents on or prior to the Closing Date. In the event the Material Consents are not obtained prior to the Closing Date, Buyer or Seller may elect to extend the Closing Date for up to thirty (30) days in order to obtain the Material Consents and if the Material Consents cannot be obtained on or before the expiration of such thirty (30) day extension, then either Buyer or Seller may terminate this Agreement in which event the Deposit shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except as provided in Sections 4.5, 4.6, 4.7, 10.7 and 11.11. Within ten (10) days of the Effective Date, Buyer shall use good faith efforts to identify all other consents Buyer desires to obtain. Buyer and Seller shall mutually cooperate to prepare the forms of the Material Consents and such other consents and to obtain the Material Consents and such other consents. Seller shall pay for legal or other de minimus costs in connection with assignment of the Clear Creek Concession Agreement and assignment of the Water Rights. Seller shall not be responsible for any other costs or expenses related to obtaining the Material Consents and any other third party consents or approvals related to this transaction (including without limitation, any negotiated amounts required in connection with any assignment or any credit enhancement requirements under any Contract).

Section 4.11 Inventories. During the Due Diligence Period, Buyer and its representatives shall be permitted to enter the Real Property for the purpose of taking an inventory of all Tangible Personal Property related to the Golf Clubs.

Section 4.12 Accuracy of Representations and Warranties. Buyer’s obligation to purchase the Property and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, of the following condition (which may be waived by Buyer, in whole or in part):

(a) Accuracy of Representations. All of Seller’s representations and warranties in this Agreement (considered collectively), and each of these representations and warranties (considered individually), must have been accurate in all material respects as of the date of this Agreement, and must be accurate in all material respects as of the time of the Closing as if then made, but after giving effect to any supplements to such representations and warranties relating to matters first occurring after Seller’s execution hereof; provided, however, subject to the provisions of Section 7.2 hereof, this condition will be satisfied if Buyer had actual knowledge of the inaccuracy prior to the end of the Due Diligence Period or if such matter was disclosed in any Due Diligence Items delivered or made available for Buyer’s review.

ARTICLE 5 - TITLE AND SURVEY

Section 5.1 Title to Real Property. The Buyer will obtain a current title commitment with respect to each parcel comprising the Real Property issued by the Title Company (the “Title Commitments”), together with legible copies of all recorded documents referred to on Schedule B of the Title Commitments as exceptions to coverage (the “Title Documents”). The Buyer shall have the right to obtain new Surveys of the Real Property or an update of the Existing Surveys (the “Surveys”).

- 30 -

Section 5.2 Certain Exceptions to Title. No later than ten (10) days prior to the expiration of the Due Diligence Period, the Buyer will submit to the Seller a written Notice from the Buyer (“Title Notice”) specifying any alleged defects in or objections to the title shown in any Title Commitment (“Title Exceptions”) or any of the Surveys (“Survey Exception”) which in the Buyer’s judgment adversely affect the Real Property. The Buyer shall be deemed to have waived its right to object to any encumbrance or other title or survey objection existing at the time of the Closing Date unless the Buyer shall have given to the Seller the Title Notice specifying the Buyer’s objections within the time period described above. The Seller shall notify the Buyer in writing within five (5) Business Days of receiving the Title Notice whether the Seller elects and/or is able to cure any Title Exception(s) and/or Survey Exception(s) set forth in the Title Notice and if the Seller is able and willing to cure such title matters, Seller shall do so at their own expense and provided that Seller shall have no obligation to cure any Title Exceptions or Survey Exceptions. Seller’s failure to respond in writing within such five (5) Business Day period shall be deemed an election by Seller to not cure any of the Title Exceptions and/or Survey Exceptions set forth in the Title Notice. If on the Closing Date, there exists Title Exception(s) and/or Survey Exception(s) that Seller has agreed to cure, but has not cured as of the Closing Date, the Buyer may elect, as its sole right and remedy, either (i) to take such title to the Real Property as the Seller can convey, with no abatement of the Purchase Price (except to the extent of monetary liens of a definite, fixed and ascertainable amount not in excess of the Purchase Price), or (ii) to terminate this Agreement in which event the Deposit shall be paid to Buyer and, thereafter, the parties shall have no further rights or obligations hereunder except for those obligations which expressly survive the termination of this Agreement. The term “Permitted Encumbrances” shall mean (i) all matters and exceptions shown on any Title Commitment (including without limitation, all standard printed exceptions), or on the Surveys (or Existing Surveys, as applicable), (ii) applicable zoning and building ordinances and land use regulations, (iii) such state of facts as would be disclosed by a physical inspection of the Property, (iv) the lien of taxes and assessments not yet due and payable, (v) any exceptions caused by Buyer, its agents, representatives or employees, (vi) the Leases and (vii) the Fossil Reservation; provided, however, (a) if Buyer timely delivers a Title Notice, and Seller elects in writing to cure all or any portion of the Title Exception(s) or Survey Exception(s), the term “Permitted Encumbrances” shall be amended to exclude those specific Title Exceptions(s) and/or Survey Exception(s) that Seller has agreed in writing to cure, and (b) the term “Permitted Encumbrances” shall not include any items which the Title Company agrees to modify or delete at or prior to the Closing (Seller agrees to execute a reasonable Owner’s Affidavit for the purposes of the Title Company deleting the standard exceptions as are customarily deleted or modified in Texas with the issuance of an Owner’s Affidavit). In the event there is an “Unpermitted Title Defect,” the following shall apply. If the Unpermitted Title Defect is the result of a default by Seller of its covenants hereunder then (a) Buyer shall give written notice to Seller of such and (b) in the event Seller cannot cure such Unpermitted Title Defect prior to Closing, then the Unpermitted Title Defect shall constitute a default by Seller hereunder and Buyer may elect in writing on or prior to the Closing Date to (i) waive such Unpermitted Title Defect and proceed to Closing or (ii) pursue all remedies afforded to Buyer hereunder. If the Unpermitted Title Defect is not the result of a default by Seller of its covenants hereunder, then (a) Buyer shall give written notice to Seller of such and (b) in the event Seller cannot cure such Unpermitted Title Defect prior to Closing, then Buyer may

- 31 -

elect in writing on or prior to the Closing Date to waive such Unpermitted Title Defect and proceed to Closing or, if Buyer does not so waive such Unpermitted Title Defect, then either party shall have the right to terminate this Agreement in which event the Deposit shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except as provided in Sections 4.5, 4.6, 4.7, 10.7 and 11.11. An “Unpermitted Title Defect” is a matter of title or survey which arises after the effective date of the Updated Commitments (defined below). An Unpermitted Title Defect shall not be a default by Seller hereunder unless such matter arose after the effective date of the Updated Commitments directly as the result of the actions or inactions of Seller and such action or inaction is a breach of Seller’s covenants hereunder. Buyer shall have the Title Company update the Title Commitments as close to the end of the Due Diligence Period as is possible and such updated Title Commitments are referred to herein as the “Updated Commitments.” In the event that Buyer fails to have the Title Company update the Title Commitments, as provided in the preceding sentence, then the term Updated Commitments shall mean the most current Title Commitments and shall be deemed to include all matters which would have been included as exceptions had the Title Commitments been updated as required in the preceding sentence.

Section 5.3 Title Insurance. At Closing, the Title Company shall issue to Buyer or be irrevocably committed to issue to Buyer TLTA owner’s form title policies (the “Title Policies”), in the amount of the Purchase Price (as allocated among the Golf Clubs), insuring that fee simple title to the Real Property (or leasehold title in the case of the Clear Creek Property) is vested in Buyer subject only to the Permitted Encumbrances. Buyer shall be entitled to request that the Title Company provide such endorsements (or amendments) to the Title Policy as Buyer may reasonably require, provided that (a) such endorsements (or amendments) shall be at no cost to, and shall impose no additional liability on, Seller, (b) Buyer’s obligations under this Agreement shall not be conditioned upon Buyer’s ability to obtain such endorsements and, if Buyer is unable to obtain such endorsements, Buyer shall nevertheless be obligated to proceed to close the transaction contemplated by this Agreement without reduction of or set off against the Purchase Price, and (c) the Closing shall not be delayed as a result of Buyer’s request. Notwithstanding anything herein to the contrary, it shall not in any event be a requirement hereunder that the Title Company provides insurance for the Water Rights; provided, however, the above shall not preclude Buyer from seeking or obtaining insurance coverage for Water Rights from the Title Company.

Section 5.4 Conveyance of Real Property. At Closing, the Seller (subject to Seller’s right to terminate this Agreement as provided in Section 5.2) shall convey the Real Property to the Buyer pursuant to the Deeds and Assignment and Assumption of Concession Agreement, subject only to the Permitted Encumbrances

ARTICLE 6 - REMEDIES AND DEPOSIT INSTRUCTIONS

Section 6.1 Permitted Termination; Seller Default. If the sale of the Property is not consummated due to the permitted termination of this Agreement by Buyer as herein expressly provided, the Deposit shall be returned to Buyer and Buyer will have no liability hereunder except as set forth in Sections 4.5, 4.6, 4.7, 10.7 and 11.11. If the sale of the Property is not consummated due to Seller’s material default hereunder not cured within the below defined “Cure Period” (including, without limitation, a default by Seller which creates an Unpermitted Title Defect as further described in Section 5.2)(a “Material Default”), Buyer shall be entitled,

- 32 -

as its sole and exclusive remedy, either (a) to terminate this Agreement, and in the event of such termination receive the return of the Deposit and liquidated damages in the amount of THREE MILLION DOLLARS ($3,000,000.00), and upon payment of such liquidated damages, Seller shall be released from any and all liability hereunder, except as provided in Sections 10.7 and 11.11, or (b) to enforce specific performance of this Agreement in accordance with Section 6.1.1 below. Notwithstanding anything herein to the contrary, (i) representations and warranties of Seller which satisfy the conditions of Section 4.12 shall not in any event constitute a Material Default and (ii) Seller shall have ten (10) days following the receipt of written notice from Buyer to cure any alleged default prior to such becoming a Material Default (the “Cure Period”); provided, however, the Cure Period shall not be applicable to a material default by Seller or its obligations to convey the Property and the Cowboys Ownership Interests to Buyer at Closing. Buyer shall be deemed to have elected to terminate this Agreement and receive return of the Deposit and liquidated damages provided above if Buyer fails to file suit for specific performance against Seller in a court prescribed by Section 11.5 hereof, on or before forty-five (45) days following the date upon which Closing was to have occurred; provided, however, subject to applicable limitation of actions laws, Buyer may, at any time following the date upon which Closing was to have occurred, waive such right to specific performance by written notice to Seller and upon Seller’s receipt of such written notice, Buyer shall receive prompt return of the Deposit and liquidated damages hereunder. For defaults by Seller which are not Material Defaults, Buyers sole remedy shall be to terminate this Agreement and upon such termination, the Deposit shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except as provided in this Sections 4.7, 10.7, and 11.11.

6.1.1 THE PARTIES HAVE AGREED THAT BUYER’S ACTUAL DAMAGES, IN THE EVENT OF A FAILURE TO CONSUMMATE THIS SALE DUE TO SELLER’S DEFAULT, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THREE MILLION DOLLARS ($3,000,000.00) IS A REASONABLE ESTIMATE OF THE DAMAGES THAT BUYER WOULD INCUR IN SUCH EVENT. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THE FOREGOING IS NOT INTENDED TO LIMIT SELLER’S SURVIVING OBLIGATIONS UNDER SECTIONS 10.7 AND 11.11.

Initials: Seller Buyer

Section 6.2 Buyer Default; Liquidated Damages. IF THE SALE IS NOT CONSUMMATED DUE TO ANY DEFAULT BY BUYER HEREUNDER, THEN SELLER SHALL RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES, WHICH

- 33 -

RETENTION SHALL OPERATE TO TERMINATE THIS AGREEMENT AND RELEASE BUYER FROM ANY AND ALL LIABILITY HEREUNDER, EXCEPT AS PROVIDED IN SECTIONS 4.5, 4.6, 4.7, 10.7 AND 11.11. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES, IN THE EVENT OF A FAILURE TO CONSUMMATE THIS SALE DUE TO BUYER’S DEFAULT, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN SUCH EVENT. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THE FOREGOING IS NOT INTENDED TO LIMIT BUYER’S SURVIVING OBLIGATIONS UNDER SECTIONS 4.5, 4.6, 4.7, 10.7 AND 11.11.

Initials: Seller Buyer

Section 6.3 Deposit Instructions. The Escrow Agent joins herein below to evidence its agreement to hold such funds in accordance with the terms and conditions of this Agreement. Further, the following provisions shall control with respect to the rights, duties and liabilities of the Escrow Agent.

6.3.1 The Escrow Agent acts hereunder as a depository only and is not responsible or liable in any manner whatsoever for the (i) sufficiency, correctness, genuineness or validity of any written instrument, notice or evidence of a party’s receipt of any instruction or notice which is received by the Escrow Agent, or (ii) identity or authority of any person executing such instruction notice or evidence.

6.3.2 The Escrow Agent shall have no responsibility hereunder except for the performance by it in good faith of the acts to be performed by it hereunder, and the Escrow Agent shall have no liability except for its own willful misconduct or gross negligence.

6.3.3 The Escrow Agent shall be reimbursed on an equal basis by Buyer and Seller for any reasonable expenses incurred by the Escrow Agent arising from a dispute with respect to the amount held in escrow, including the cost of any legal expenses and court costs incurred by the Escrow Agent, should the Escrow Agent deem it necessary to retain an attorney with respect to the disposition of the amount held in escrow.

6.3.4 In the event of a dispute between the parties hereto with respect to the disposition of the amount held in escrow, the Escrow Agent shall be entitled, at its own discretion, to deliver such amount to an appropriate court of law pending resolution of the dispute.

- 34 -

6.3.5 The Escrow Agent shall invest the amount in escrow in accounts which are federally insured or which invest solely in government securities and shall be applied in accordance with the terms of this Agreement. Interest earned thereon shall be added to the funds deposited by Buyer, and shall become part of the Deposit.

Section 6.4 Designation of Reporting Person. In order to assure compliance with the requirements of Section 6045 of the Internal Revenue Code of 1986, as amended (for purposes of this Section 6.4, the “Code”), and any related reporting requirements of the Code, the parties hereto agree as follows:

(a) Provided the Escrow Agent shall execute a statement in writing (in form and substance reasonably acceptable to the parties hereunder) pursuant to which it agrees to assume all responsibilities for information reporting required under Section 6045(e) of the Code, Seller and Buyer shall designate the Escrow Agent as the person to be responsible for all information reporting under Section 6045(e) of the Code (the “Reporting Person”). If the Escrow Agent refuses to execute a statement pursuant to which it agrees to be the Reporting Person, Seller and Buyer shall agree to appoint another third party as the Reporting Person.

(b) Seller and Buyer hereby agree:

(i) to provide to the Reporting Person all information and certifications regarding such party, as reasonably requested by the Reporting Person or otherwise required to be provided by a party to the transaction described herein under Section 6045 of the Code; and

(ii) to provide to the Reporting Person such party’s taxpayer identification number and a statement (on Internal Revenue Service Form W-9 or an acceptable substitute form, or on any other form the applicable current or future Code sections and regulations might require and/or any form requested by the Reporting Person), signed under penalties of perjury, stating that the taxpayer identification number supplied by such party to the Reporting Person is correct.

(iii) Each party hereto agrees to retain this Agreement for not less than four years from the end of the calendar year in which the Closing occurred, and to produce it to the Internal Revenue Service upon a valid request therefor.

ARTICLE 7 - REPRESENTATIONS AND WARRANTIES OF SELLER

Section 7.1 Representations and Warranties of Seller. Subject to the provisions of Sections 7.2 and 8.4, each Seller makes the following representations and warranties with respect to itself and its portion of the Property, upon which the Seller acknowledges and agrees that the Buyer is entitled to rely, and as of the Closing shall provide a Certificate reconfirming that all such representations and warranties remain true and correct as of the Closing Date, subject to the provisions of Section 4.12 hereof regarding supplements:

(a) Status. Each entity constituting Seller is a limited partnership duly formed, validly existing and in good standing under the laws of the State of Delaware, is qualified to do business in the jurisdiction in which its Property is located and has all requisite power and authority to own its Property and conduct its business as currently owned and conducted.

- 35 -

(b) Authority. (i) Each Seller has full power and authority to execute and deliver this Agreement and all other documents to be executed and delivered by them pursuant to this Agreement (the “Seller’s Documents”), and to perform all obligations required of them under this Agreement and each of the Seller’s Documents, (ii) the execution and delivery by each Seller of this Agreement and, when executed and delivered, each of the Seller’s Documents, and the performance by each Seller of its obligations under this Agreement and, when executed and delivered, each Seller’s Documents, have been, or will have been, duly and validly authorized by all necessary action by the Seller, and (iii) subject to equitable principles and principles governing creditors’ rights generally, this Agreement and, when executed and delivered, the Seller’s Documents constitutes, or will constitute, legal, valid and binding obligations of the Seller enforceable against the Seller in accordance with its and their terms, except to the extent the Buyer itself is in default hereunder or thereunder.

(c) Non-Contravention. The execution and delivery of this Agreement by Seller and the consummation by Seller of the transactions contemplated hereby will not, to Seller’s knowledge (i) violate any judgment, order, injunction, decree, regulation or ruling of any court or Governmental Entity or (ii) conflict with, result in a breach of, or constitute a default under the organic documents of each entity constituting Seller.

(d) Suits and Proceedings. Except as set forth in Schedule 7.1(d), there are no legal actions, suits or similar proceedings pending and, to Seller’s Knowledge, served, or threatened against Seller or the Property

(e) Non-Foreign Entity. Seller is a “United States person” (as defined in Section 7701(a)(30)(B) or (C) of the Code) for the purposes of the provisions of Section 1445(a) of the Code.

(f) Condemnation. Seller has not received from any Governmental Entity any written notice of any pending condemnation proceeding or other proceeding in eminent domain, and to Seller’s Knowledge, no such condemnation proceeding or eminent domain proceeding is threatened affecting any of the Real Property or portion thereof.

(g) Bankruptcy. Seller is not insolvent within the meaning of Title 11 of the United States Code, as amended (the “Bankruptcy Code”), and Seller has not ceased to pay its debts as they become due. Seller has not filed or taken any action to file a voluntary petition, case or proceeding under any section or chapter of the Bankruptcy Code, or under any similar law or statute of the United States or any state thereof, relating to bankruptcy, insolvency, reorganization, winding up or composition or adjustment of its debts and no such petition, case or proceeding has been filed against it which has not been dismissed, vacated or stayed on appeal and Seller has not been adjudicated as bankrupt or insolvent or consented to, nor filed an answer admitting or failing reasonably to contest an allegation of bankruptcy or insolvency. Seller has not sought, or consented to or acquiesced

- 36 -

in, the appointment of any receiver, trustee, liquidator or other custodian of it or a material part of its assets, and Seller has not made or taken any action to make a general assignment for the benefit of creditors or an arrangement, attachment or execution has been levied and to Seller’s Knowledge, no tax lien or other governmental or similar lien has been filed, against them or a material part of the Property, which has not been duly and fully discharged prior to the date hereof.

(h) Environmental. To Seller’s Knowledge, Seller has or will deliver to Buyer pursuant to Section 4.2, copies of all third party environmental audits with respect to the Property in Seller’s possession. Seller has not received written notice from any Governmental Entity of any Environmental Claims in respect of the Real Property.

(i) Compliance with Applicable Law. Seller has not received any written notice of any material violation of any Applicable Law with respect to any of the Real Property or Improvements that have not been cured or dismissed with prejudice.

(j) Taxes. All Taxes which would be delinquent if unpaid will be paid in full prior to Closing or prorated at Closing as part of the prorations pursuant to Section 10.6; provided, however, that if any Taxes are payable in installments, such representation and warranty shall apply only to such installments which would be delinquent if unpaid at Closing. Except as set forth on Schedule 7.1(j) the Seller has not received any written notice for an audit or delinquency of any Taxes with respect to any portion of the Real Property which has not been resolved or completed. The Seller is not currently contesting any Taxes with respect to any portion of the Real Property.

(k) Licenses and Permits. Seller has not received any written notice from any Governmental Entity of (i) any violation, suspension, revocation or non-renewal of any Licenses and Permits that materially affect the Property or operation and use of the Golf Clubs that has not been cured or dismissed with prejudice or (ii) any failure by the Seller to obtain any Licenses and Permits that materially affect the Property or operation and use of the Golf Clubs that has not been cured or dismissed with prejudice.

(l) Contracts. To Seller’s Knowledge, except for Golf Play Agreements, to which Seller makes no representation or warranty, Schedule 1.1.58(a), Schedule 1.1.58(a)(i), Schedule 1.1.58(b), Schedule 1.1.58(b)(i), Schedule 1.1.58(c), Schedule 1.1.58(c)(i), Schedule 1.1.58(d), Schedule 1.1.58(d)(i), Schedule 1.1.58(e), and Schedule 1.1.58(e)(i) list the material Contracts that affect the Property. Seller has not received written notification that Seller is in default of a material Contract. Seller has not given a notice of default under a material Contract.

(m) Personal Property. To Seller’s Knowledge, Seller is the owner of the Personal Property, free and clear of any and all leases, liens, encumbrances, liabilities or other claims, except with respect to any financing or lease agreements or as would be shown in any UCC search reports. At the Closing, Seller shall convey the Personal Property free and clear of debts and liens created by through or under Seller, but not otherwise; provided, however, Seller shall have no obligation to deliver items leased under capital leases free and clear of the interests of the lessors under such capital leases.

- 37 -

(n) Employees. Seller has no employees.

(o) Patriot Act. Seller is in compliance with all applicable anti-money laundering and anti-terrorist laws, regulations, rules, executive orders and government guidance, including the reporting, record keeping and compliance requirements of the Bank Secrecy Act (“BSA”), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2001, Title III of the USA PATRIOT Act (the “Patriot Act”), and other authorizing statutes, executive orders and regulations administered by OFAC, and related Securities and Exchange Commission, self-regulatory organization or other agency rules and regulations, and has policies, procedures, internal controls and systems that are reasonably designed to ensure such compliance. Seller and its officers and shareholders, and their respective principals, shall not transfer the proceeds obtained as a result of this Agreement to any person or entity listed on the OFAC list as “Terrorists” and “Specially Designated Nationals and Blocked Persons”, or otherwise be in violation of the International Money Laundering Abatement and Financial Anti-Terrorism Act of 2001.

(p) OFAC. Neither (i) Seller, any Affiliate of Seller nor any person controlled by Seller; nor (ii) to the Seller’s Knowledge, after making due inquiry, any person who owns a controlling interest in or otherwise controls Seller; nor (iii) to Seller’s Knowledge, after making due inquiry, if Seller is a privately held entity, any person otherwise having a direct or indirect beneficial interest (other than with respect to an interest in a publicly traded entity) in Seller; nor (iv) any person for whom Seller is acting as agent or nominee in connection with this investment, is a country, territory, person, organization, or entity named on an OFAC List, nor is a prohibited country, territory, person, organization, or entity under any economic sanctions program administered or maintained by OFAC.

(q) Senior Foreign Political Figure. Unless disclosed in writing to Buyer on the date hereof, Seller is not a Senior Foreign Political Figure, or an Immediate Family Member or a Close Associate of a Senior Foreign Political Figure, that Seller is not controlled by a Senior Foreign Political Figure, or an Immediate Family Member or a Close Associate of a Senior Foreign Political Figure, and that, to Seller’s Knowledge, after making due inquiry, none of the direct or indirect owners of Seller (other than any owner(s) of any interest(s) in a publicly-traded entity) is a Senior Foreign Political Figure, or an Immediate Family Member or a Close Associate of a Senior Foreign Political Figure. As used herein, “Senior Foreign Political Figure” means a senior official of a major non-United States political party or a senior executive of a government-owned corporation not organized within the United States, including, without limitation, any corporation, business or other entity that has been formed by or for the benefit of a Senior Foreign Political Figure; “Immediate Family Member” means the parents, siblings, spouse, children and in-laws of a Senior Foreign Political Figure; and “Close Associate” means a person who is widely and publicly known to maintain an unusually close relationship with a Senior Foreign Political Figure, and includes a person who is in a position to conduct substantial United States and non-United States financial transactions on behalf of the Senior Foreign Political Figure.

- 38 -

Section 7.2 Limited Liability. The representations and warranties of Seller set forth in Section 7.1, together with Seller’s liability for any breach before Closing of any of Seller’s interim operating covenants under Section 9.1 will survive the Closing for a period of twelve (12) months. Buyer will not have any right to bring any action against Seller as a result of any untruth or inaccuracy of such representations and warranties, or any such breach, unless and until the aggregate amount of all liability and losses arising out of any such untruth or inaccuracy, or any such breach exceeds FIFTY THOUSAND DOLLARS ($50,000.00), and then only to the extent of such excess. In addition, in no event will Seller’s liability for all such breaches exceed, in the aggregate, ONE MILLION DOLLARS ($1,000,000.00). Seller shall have no liability with respect to any of Seller’s representations, warranties and covenants herein if, prior to the Closing, Buyer has actual knowledge of any breach of a representation, warranty or covenant of Seller herein, or Buyer obtains knowledge (from whatever source, including, without limitation, the Due Diligence Items, as a result of Buyer’s Due Diligence or any information in any written disclosure by Seller or Seller’s agents and employees, including the Seller’s Certificate regarding representations and warranties to be provided at Closing) that changes or contradicts any of Seller’s representations and warranties herein, and Buyer nevertheless consummates the transaction contemplated by this Agreement. Notwithstanding any provision herein to the contrary, in the event that Buyer obtains any knowledge on or before the Closing Date that the condition contained in Section 4.12 is not satisfied, then Buyer shall have the right to elect to terminate this Agreement, in which event, Buyer shall receive return of the Deposit and neither party shall have any further obligation to the other, except as otherwise provided for herein. Sections 4.5, 4.6, 4.7, 10.7 and 11.11 will survive Closing without limitation unless a specified period is otherwise provided in this Agreement. All other representations, warranties, covenants and agreements made or undertaken by Seller under this Agreement, unless otherwise specifically provided herein, will not survive the Closing Date but will be merged into the Deeds and other Closing documents delivered at the Closing.

Section 7.3 Seller’s Knowledge. For purposes of this Agreement and any document delivered at Closing, whenever the phrase “to Seller’s Knowledge,” “ to Seller’s knowledge” or the “knowledge” of Seller or words of similar import are used, they shall be deemed to refer to facts within the actual knowledge only of Xxxxx Xxxxx, Xxxxxxx Xxx and Xxxxx Xxxxxxxx (collectively, “Knowledge Party”), and no others, at the times indicated only, without duty of inquiry whatsoever. In no event shall the Knowledge Party be charged with knowledge of the acts, omissions and/or knowledge of predecessors in title to the Property or with knowledge of the acts, omissions and/or knowledge of Seller’s agents or employees, unless the Knowledge Party has actual knowledge thereof.

Section 7.4 Liability of Representations and Warranties. Buyer acknowledges that the individuals named above are named solely for the purpose of defining and narrowing the scope of Seller’s knowledge and not for the purpose of imposing any liability on or creating any duties running from such individuals to Buyer. Buyer covenants that it will bring no action of any kind against such individuals, any shareholder, partner or member of Seller, as applicable, or related to or arising out of these representations and warranties.

- 39 -

ARTICLE 8 - REPRESENTATIONS AND WARRANTIES OF BUYER

Section 8.1 Buyer’s Representations and Warranties. Buyer represents and warrants to Seller the following, upon which the Buyer acknowledges and agrees that the Seller is entitled to rely, and as of the Closing shall provide a Certificate reconfirming that all such representations and warranties remain true and correct as of the Closing Date and shall survive thereunder for a period of twelve (12) months following the Closing Date:

(a) Status. The Buyer is a limited partnership duly formed, validly existing and in good standing under the laws of the State of Delaware, and has all requisite power and authority to own, lease and operate its properties and to carry on its business as currently being conducted.

(b) Authority. The Buyer has full power and authority to execute and deliver this Agreement and, upon the approval of the Board of Directors of the general partner of Buyer, which approval shall be obtained during the Due Diligence Period, all other documents to be executed and delivered by the Buyer pursuant to this Agreement (the “Buyer’s Documents”), and to perform all obligations of the Buyer arising under this Agreement and each of the Buyer’s Documents. The execution and delivery by the signer on behalf of the Buyer of this Agreement and, when executed and delivered, each of the Buyer’s Documents, and the performance by the Buyer of its obligations under this Agreement, and when executed and delivered, each of the Buyer’s Documents, has been, or as of Closing, will be, duly and validly authorized by all necessary actions by the Buyer. This Agreement and, when executed and delivered, each of the Buyer’s Documents, constitutes, or will constitute, legal, valid and binding obligations of the Buyer, enforceable against the Buyer in accordance with its and their terms, except to the extent the Seller is in default thereunder.

(c) Consents and Approvals; No Conflicts. No filing with, and no permit, authorization, consent or approval of, any Governmental Authority or other Person is necessary for the execution or delivery by the Buyer of this Agreement or any of the Buyer’s Documents, the performance by the Buyer of any of its obligations under this Agreement or any of the Buyer’s Documents, or the consummation by the Buyer of the transactions described in this Agreement or any of the Buyer’s Documents. Neither the execution and delivery by the Buyer of any of the Buyer’s Documents, nor the performance by the Buyer of any of its obligations under any of the Buyer’s Documents, nor the consummation by the Buyer of the transactions described in this Agreement, will: (A) violate any provision of the organizational or governing documents of the Buyer; (B) violate any Applicable Law to which the Buyer is subject; or (C) result in a violation or breach of or constitute a default under any contract, agreement or other instrument or obligation to which the Buyer is a party or by which any of the Buyer’s properties are subject.

(d) Bankruptcy. Buyer is not insolvent within the meaning of Title 11 of the Bankruptcy Code, and Buyer has not ceased to pay its debts as they become due. Buyer has not filed or taken any action to file a voluntary petition, case or proceeding under any section or chapter of the Bankruptcy Code, or under any similar law or statute of the United States or any state thereof,

- 40 -

relating to bankruptcy, insolvency, reorganization, winding up or composition or adjustment of its debts and no such petition, case or proceeding has been filed against it which has not been dismissed, vacated or stayed on appeal and Buyer has not been adjudicated as bankrupt or insolvent or consented to, nor filed an answer admitting or failing reasonably to contest an allegation of bankruptcy or insolvency. Buyer has not sought, or consented to or acquiesced in, the appointment of any receiver, trustee, liquidator or other custodian of it or a material part of its assets, and Buyer has not made or taken any action to make a general assignment for the benefit of creditors or an arrangement, attachment or execution has been levied and no tax lien or other governmental or similar lien has been filed, against them or a material part of their properties, which has not been duly and fully discharged prior to the date hereof.

(e) Solvency. Buyer will not be rendered insolvent in connection with, or as a result of, the performance by Buyer of its obligations hereunder or the consummation of the transactions contemplated hereby.

(f) Patriot Act. Buyer is in compliance with all applicable anti-money laundering and anti-terrorist laws, regulations, rules, executive orders and government guidance, including the reporting, record keeping and compliance requirements of the BSA, as amended by the Patriot Act, and other authorizing statutes, executive orders and regulations administered by OFAC, and related Securities and Exchange Commission, self-regulatory organization or other agency rules and regulations, and has policies, procedures, internal controls and systems that are reasonably designed to ensure such compliance.

(g) OFAC. Neither (i) Buyer, any Affiliate of Buyer nor any person controlled by Buyer; nor (ii) to the best of knowledge of Buyer, after making due inquiry, any person who owns a controlling interest in or otherwise controls Buyer; nor (iii) to the best of knowledge of Buyer, after making due inquiry, if Buyer is a privately held entity, any person otherwise having a direct or indirect beneficial interest (other than with respect to an interest in a publicly traded entity) in Buyer; nor (iv) any person for whom Buyer is acting as agent or nominee in connection with this investment, is a country, territory, person, organization, or entity named on an OFAC List, nor is a prohibited country, territory, person, organization, or entity under any economic sanctions program administered or maintained by OFAC.

(h) Senior Foreign Political Figure. Unless disclosed in writing to Seller on the date hereof, Buyer is not a Senior Foreign Political Figure, or an Immediate Family Member or a Close Associate of a Senior Foreign Political Figure, that Buyer is not controlled by a Senior Foreign Political Figure, or an Immediate Family Member or a Close Associate of a Senior Foreign Political Figure, and that, to the best of Buyer’s knowledge, after making due inquiry, none of the direct or indirect owners of Buyer (other than any owner(s) of any interest(s) in a publicly-traded entity) is a Senior Foreign Political Figure, or an Immediate Family Member or a Close Associate of a Senior Foreign Political Figure.

- 41 -

Section 8.2 Buyer’s Independent Investigation.

8.2.1 Buyer has been given, or will be given before the end of the Due Diligence Period, a full opportunity to inspect and investigate the Property, either independently or through agents of Buyer’s choosing, including, without limitation:

(a) All matters relating to title, together with all governmental and other legal requirements such as taxes, assessments, zoning, use permit requirements, and building codes;

(b) The physical condition and aspects of the Property, including, without limitation, the interior, the exterior, the square footage within the improvements on the Real Property, the structures, the paving, the utilities, and all other physical and functional aspects of the Property, including, without limitation, an examination for the presence or absence of Hazardous Materials, which shall be performed or arranged by Buyer at Buyer’s sole expense;

(d) The Contracts, the Licenses and Permits and any other documents or agreements of significance affecting the Property; and

(e) All other matters of material significance affecting the Property or delivered to Buyer by Seller in accordance with Article 4 of this Agreement.

8.2.2 THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT HAS BEEN NEGOTIATED BETWEEN SELLER AND BUYER, THIS AGREEMENT REFLECTS THE MUTUAL AGREEMENT OF SELLER AND BUYER, AND BUYER HAS CONDUCTED, OR WILL CONDUCT, ITS OWN INDEPENDENT EXAMINATION OF THE PROPERTY. OTHER THAN THE MATTERS REPRESENTED IN SECTION 7.1 AND THOSE SET FORTH IN ANY OF THE SELLER’S DOCUMENTS HEREOF, AS SUCH MAY BE LIMITED BY SECTION 7.2 HEREOF (PROVIDED, SUCH LIMITATION SHALL NOT APPLY TO THE DEEDS, THE ASSIGNMENT AND ASSUMPTION OF CLEAR CREEK CONCESSION AGREEMENT AND THE XXXX OF SALE AND ASSIGNMENT AGREEMENTS TO BE DELIVERED AT CLOSING), BUYER HAS NOT RELIED UPON AND WILL NOT RELY UPON, EITHER DIRECTLY OR INDIRECTLY, ANY REPRESENTATION OR WARRANTY OF SELLER OR ANY OF SELLER’S AGENTS OR REPRESENTATIVES, AND BUYER HEREBY ACKNOWLEDGES THAT NO SUCH REPRESENTATIONS HAVE BEEN MADE. EXCEPT AS PROVIDED IN SECTION 7.1 HEREOF AND IN THE SELLER’S DOCUMENTS, AS SUCH MAY BE LIMITED BY SECTION 7.2 HEREOF (PROVIDED, SUCH LIMITATION SHALL NOT APPLY TO THE DEEDS, THE ASSIGNMENT AND ASSUMPTION OF CLEAR CREEK CONCESSION AGREEMENT AND THE XXXX OF SALE AND ASSIGNMENT AGREEMENTS TO BE DELIVERED AT CLOSING), SELLER SPECIFICALLY DISCLAIMS, AND NEITHER IT NOR ANY OTHER PERSON IS MAKING, ANY REPRESENTATION, WARRANTY OR ASSURANCE WHATSOEVER TO BUYER AND

- 42 -

NO WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EITHER EXPRESS OR IMPLIED, ARE MADE BY SELLER OR RELIED UPON BY BUYER WITH RESPECT TO THE STATUS OF TITLE TO OR THE MAINTENANCE, REPAIR, CONDITION, DESIGN OR MARKETABILITY OF THE PROPERTY, OR ANY PORTION THEREOF, INCLUDING BUT NOT LIMITED TO (a) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, (b) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, (c) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, (d) ANY RIGHTS OF BUYER UNDER APPROPRIATE STATUTES TO CLAIM DIMINUTION OF CONSIDERATION, (e) ANY CLAIM BY BUYER FOR DAMAGES BECAUSE OF DEFECTS, WHETHER KNOWN OR UNKNOWN, WITH RESPECT TO THE IMPROVEMENTS OR THE PERSONAL PROPERTY, (f) THE FINANCIAL CONDITION OR PROSPECTS OF THE PROPERTY AND (g) THE COMPLIANCE OR LACK THEREOF OF THE REAL PROPERTY OR THE IMPROVEMENTS WITH GOVERNMENTAL REGULATIONS, IT BEING THE EXPRESS INTENTION OF SELLER AND BUYER THAT, EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7.1 HEREOF AS SUCH MAY BE LIMITED BY SECTION 7.2 HEREOF (PROVIDED, SUCH LIMITATION SHALL NOT APPLY TO THE DEEDS, THE ASSIGNMENT AND ASSUMPTION OF CLEAR CREEK CONCESSION AGREEMENT AND THE XXXX OF SALE AND ASSIGNMENT AGREEMENTS TO BE DELIVERED AT CLOSING), THE PROPERTY WILL BE CONVEYED AND TRANSFERRED TO BUYER IN ITS PRESENT CONDITION AND STATE OF REPAIR, “AS IS” AND “WHERE IS”, WITH ALL FAULTS. Buyer represents that it is a knowledgeable, experienced and sophisticated buyer of real estate, including golf courses, and that it is relying solely on its own expertise and that of Buyer’s consultants in purchasing the Property and that it is receiving reasonably equivalent value in consummating the transactions contemplated hereby. Buyer acknowledges and agrees that it will have the opportunity to conduct such inspections, investigations and other independent examinations of the Property and related matters, including but not limited to the physical and environmental conditions thereof, during the Due Diligence Period and, except as set forth in Section 7.1 and in the Seller’s Documents, as such may be limited by Section 7.2 (provided, such limitation shall not apply to the Deeds, the Assignment and Assumption of Clear Creek Concession Agreement and the Xxxx of Sale and Assignment Agreements to be delivered at Closing), Buyer will rely upon same and not upon any statements of Seller or of any officer, director, employee, agent or attorney of Seller. Buyer acknowledges that all information obtained by Buyer will be obtained from a variety of sources and Seller will not be deemed to have represented or warranted the completeness, truth or accuracy of any of the Due Diligence Items or other such information heretofore or hereafter furnished to Buyer. Upon Closing, Buyer will assume the risk that adverse matters, including, but not limited to, adverse physical and environmental conditions, may not have been revealed by Buyer’s inspections and investigations. Buyer acknowledges and agrees that upon Closing, Seller will sell and

- 43 -

convey to Buyer, and Buyer will accept the Property, “AS IS, WHERE IS,” with all faults. Buyer further acknowledges and agrees that there are no oral agreements, warranties or representations, collateral to or affecting the Property, by Seller, any agent of Seller or any third party. Seller is not liable or bound in any manner by any oral or written statements, representations or information pertaining to the Property furnished by any real estate broker, agent, employee, servant or other person, unless the same are specifically set forth or referred to herein. Buyer acknowledges that the Purchase Price reflects the “as is, where is” nature of this sale and any faults, liabilities, defects or other adverse matters that may be associated with the Property. BUYER, WITH BUYER’S COUNSEL, HAS FULLY REVIEWED THE DISCLAIMERS AND WAIVERS SET FORTH IN THIS AGREEMENT, AND UNDERSTANDS THE SIGNIFICANCE AND EFFECT THEREOF. BUYER ACKNOWLEDGES AND AGREES THAT THE DISCLAIMERS AND OTHER AGREEMENTS SET FORTH HEREIN ARE AN INTEGRAL PART OF THIS AGREEMENT, AND THAT SELLER WOULD NOT HAVE AGREED TO SELL THE PROPERTY TO BUYER FOR THE PURCHASE PRICE WITHOUT THE DISCLAIMER AND OTHER AGREEMENTS SET FORTH IN THIS AGREEMENT. THE TERMS AND CONDITIONS OF THIS SECTION 8.2.2 WILL EXPRESSLY SURVIVE THE CLOSING, WILL NOT MERGE WITH THE PROVISIONS OF ANY CLOSING DOCUMENTS.

Section 8.3 Buyer’s Release of Seller.

8.3.1 Seller Released From Liability. Buyer, on behalf of itself and its agents, heirs, successors and assigns, waives, releases, acquits and forever discharges Seller, its respective affiliates, owners, officers, directors, partners, employees, agents and representatives of and from any and all claims actions, causes of actions, demands, rights, damages, costs, expenses or compensation whatsoever, direct or indirect, known or unknown foreseen or unforeseen, which Buyer or any of Buyer’s heirs, successors, or assigns now has or which may arise in the future on account of or in any way related to or in connection with the condition (including its physical condition and its compliance with applicable laws, and the presence in the soil, air, structures and surface and subsurface waters, of Hazardous Materials or substances that have been or may in the future be determined to be toxic, hazardous, undesirable or subject to regulation and that may need to be specially treated, handled and/or removed from the Property under current or future federal, state and local laws, regulations or guidelines), valuation, salability or utility of the Property, its suitability for any purpose whatsoever and any past, present or future aspect, feature, characteristic, circumstance or condition arising out of or in connection with the Property, except to the extent that such responsibility or liability is the result of the breach (if any) of Seller’s representations under Section 7.1 hereof, as limited by Section 7.2, or the Retained Liabilities. THE FOREGOING WAIVER AND RELEASE SHALL APPLY TO ANY AND ALL SUCH CLAIMS WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SELLER AND/OR MATTER WHICH CREATED ANY STRICT LIABILITY UNDER APPLICABLE ENVIRONMENTAL LAWS.

- 44 -

8.3.2 Buyer’s Waiver of Objections. Buyer acknowledges that it has inspected the Property, observed its physical characteristics and existing conditions and had, or will have, the opportunity to conduct such investigation and study on and of said Property and adjacent areas as it deemed necessary, and subject to Seller’s responsibility for any breach of the warranties and representations contained in Section 7.1 of this Agreement (as limited by Section 7.2 of this Agreement), hereby waives any and all objections to or complaints (including but not limited to actions based on federal, state or common law and any private right of action under CERCLA, RCRA or any other state and federal law to which the Property is or may be subject) regarding physical characteristics and existing conditions, including without limitation structural and geologic conditions, subsurface soil and water conditions and solid and hazardous waste and Hazardous Materials on, under, adjacent to or otherwise affecting the Property. Buyer further hereby assumes the risk of changes in applicable laws and regulations relating to past, present and future environmental conditions on the Property, and the risk that adverse physical characteristics and conditions, including without limitation the presence of Hazardous Materials or other contaminants, may not be revealed by its investigation.

8.3.3 Survival. The foregoing waivers and releases by Buyer shall survive either (a) the Closing and the recordation of the Deeds, and shall not be deemed merged into the Seller’s Documents or the Deed upon its recordation, or (b) any termination of this Agreement.

Section 8.4 Discharge. Notwithstanding any other provisions contained herein, or in any document or instrument delivered in connection with the transfer contemplated hereby, to the contrary (including, without limitation, any language providing for survival of certain provisions hereof or thereof), Buyer hereby acknowledges and agrees that (a) prior to Closing, Buyer’s sole recourse in the event of a breach by Seller shall be as set forth in Section 6.1 hereof, and (b) Seller shall, upon consummation of Closing, be deemed to have satisfied and fulfilled all of Seller’s covenants, indemnities, and obligations contained in this Agreement and the documents delivered pursuant hereto, and Seller shall have no further liability to Buyer or otherwise with respect to this Agreement, the transfers contemplated hereby, or any documents delivered pursuant hereto, except to the extent of any obligation or liability Seller may have under Section 7.1 as to which Seller’s liability, if any, shall be limited as provided in Section 7.2 and under Section 11.11.

ARTICLE 9 - MAINTENANCE OF PROPERTY

From the date hereof until the Closing, and except as otherwise consented to or approved by Buyer, Seller covenants and agrees with Buyer as follows:

Section 9.1 Certain Interim Operating Covenants. Seller covenants to Buyer that Seller will: from the Effective Date until Closing or earlier termination of this Agreement, (i) continue to operate, manage and maintain the Improvements in the Ordinary Course of Business, subject to ordinary wear and tear and further subject to Section 11.2, (ii) maintain fire and extended coverage insurance on the Property which is at least equivalent in all material respects to the insurance policies covering the Land and the Improvements as of the Effective Date; and (iii) prior to the end of the Due Diligence Period, consult with and provide Buyer with copies of any new material contracts or agreements with respect to the Property prior to Seller entering into any

- 45 -

such matter; provided, however, Seller shall have the sole authority to determine if it will enter into any such matter. Seller covenants to Buyer that following the expiration of the Due Diligence Period until Closing or the sooner termination of this Agreement, that Seller will not (i) enter into any new contracts or agreements with respect to the Property other than contracts entered into in the Ordinary Course of Business or those which are terminable as of the Closing Date without payment of any fees or penalty or unless Buyer consents thereto in writing, which approval shall not be unreasonably withheld, delayed or conditioned, or (ii) renew, extend, modify or replace any of the Contracts unless such is in the Ordinary Course of Business or is terminable as of the Closing Date without payment of any fees or penalty or unless Buyer consents thereto in writing, which approval shall not be unreasonably withheld, delayed or conditioned. As used in this Section 9.1, a contract will be deemed to be entered into in the Ordinary Course of Business unless the terms of the contract require Seller or Buyer, as Seller’s assignee to expend funds in excess of an aggregate of TEN THOUSAND DOLLARS ($10,000.00) over the term of the contract (but not in connection with a revenue generating contract [for example, banquet agreements and tournament agreements]), and the contract cannot be terminated without penalty of fees or penalty upon thirty (30) days notice.

Section 9.2 Liquor Licenses. Buyer acknowledges that (i) the alcoholic beverage licenses for the sale of alcoholic beverages at the Golf Clubs are not transferable, and as such Buyer may need to obtain its own alcoholic beverage licenses if it desires to serve alcoholic beverages at the Golf Clubs.

9.2.1 New Alcoholic Beverage Licenses. If Buyer desires to obtain new alcoholic beverages licenses permitting Buyer (or Buyer’s Tenant) to serve alcoholic beverages at any Golf Club then, (i) commencing at any time after the Effective Date and continuing until the Closing Date, Buyer and Seller (if any action of Seller is required), shall, at the sole cost and expense of Buyer, use reasonable efforts to obtain all governmental approvals necessary to obtain such new alcoholic beverage licenses as soon as reasonably possible, but in any event not sooner than the Closing Date; and (ii) Buyer shall follow all legal procedures and processes necessary or advisable for Buyer to obtain the new alcoholic beverage licenses.

9.2.2 Assumption of Operations Under Private Alcohol Club Permits. If Buyer desires to assume operations under any private alcohol club permits, then (i) commencing at any time after the Effective Date and continuing until the Closing Date, Buyer and Seller may, at the sole cost and expense of Buyer, use reasonable efforts to obtain all governmental approvals necessary to transfer the operations under the private alcohol club permits to Buyer as soon as reasonable possible, but in any event not sooner than the Closing Date; and (ii) Seller and Buyer shall follow all legal procedures and processes necessary or advisable to accomplish the transfer of operations under the private alcohol club permits to Buyer. Seller shall cause the current officers and directors of said private alcohol clubs to resign such positions effective as of Closing Date, unless such officers and directors wish to continue such positions subsequent to the Closing Date and Buyer approves of same.

- 46 -

9.2.3 No Effect on Agreement. Buyer acknowledges and agrees that the Purchase Price shall not be reduced, and Buyer shall not otherwise be entitled to any compensation, in the event any or all new alcoholic beverage licenses are not obtained by Buyer. Buyer’s purchase of the Property is not contingent upon Buyer’s obtaining any new alcoholic beverage licenses. Buyer expressly waives any right of rescission which might otherwise exist if Buyer is unable to obtain any or all alcoholic beverage licenses.

9.2.4 Interim Liquor Management Agreement. Without limiting or otherwise affecting the provisions of this Section 9.2, if Buyer has not obtained new liquor licenses with respect to the Golf Clubs by the Closing, and if permitted under applicable law, then, so long as Buyer notifies Seller in writing at least seven (7) Business Days before the Closing that Buyer elects to enter into the same with Seller, Seller and Buyer shall execute and deliver, at the Closing, an interim management agreement (each, an “Interim Liquor Management Agreement”) with respect to the applicable Golf Club in form and content reasonably acceptable to Seller to allow Buyer to operate the alcoholic beverage operations at the applicable Golf Clubs utilizing the same liquor licenses which Seller currently utilizes. The term of the Interim Liquor Management Agreement shall be from the Closing Date through the earlier of the date which is ninety (90) days thereafter, or the date Buyer obtains its own liquor license for the applicable Golf Clubs. Under the Interim Liquor Management Agreement, among other things, (i) Buyer shall name Seller as an additional insured on Buyer’s commercial general liability insurance policy (which policy must contain a liquor service endorsement); (ii) Buyer and Seller shall use reasonable efforts to maintain in full force and effect, and if necessary renew, each applicable liquor license during the term of the Interim Liquor Management Agreement; and (iii) Buyer shall protect, defend, indemnify and hold harmless Seller from and against any and all Claims arising out of or in connection with the alcoholic beverage operations at the Golf Courses after the Closing.

ARTICLE 10 - CLOSING AND CONDITIONS

Section 10.1 Escrow Instructions. Upon execution of this Agreement, the parties hereto shall deposit an executed counterpart of this Agreement with the Title Company, and this Agreement shall serve as escrow instructions to the Title Company as the escrow holder for consummation of the purchase and sale contemplated hereby. Seller and Buyer agree to execute such reasonable additional and supplementary escrow instructions as may be appropriate to enable the Title Company to comply with the terms of this Agreement; provided, however, that in the event of any conflict between the provisions of this Agreement and any supplementary escrow instructions, the terms of this Agreement shall control.

Section 10.2 Closing. Subject to the terms of Section 4.10 with regard to Material Consents, the closing hereunder (“Closing”) shall be held and delivery of all items to be made at the Closing under the terms of this Agreement shall be made through escrow at Escrow Agent’s office on the date that is five (5) days after the last day of the Due Diligence Period but not later than November 16, 2006 (if such day is a business day, or if not a business day, on the first day following such 5th day which is a business day), or such other date and time as Buyer and Seller may mutually agree upon in writing (the “Closing Date”). If the Closing Date is extended as

- 47 -

provided in Section 4.10, then the term Closing Date as used in this Agreement shall be such extended date. The Closing Date may not be extended without the prior written approval of both Seller and Buyer. Subject to Seller’s delivery of the documents set forth in Section 10.3 into escrow with the Escrow Agent, no later than 10:00 a.m. Central Time on the Closing Date, Buyer shall deposit in escrow with the Escrow Agent the Purchase Price (subject to adjustments described in Section 10.6), together with all other costs and amounts to be paid by Buyer at the Closing pursuant to the terms of this Agreement, by Federal Reserve wire transfer of immediately available funds to an account to be designated by the Escrow Agent. Subject to Seller’s delivery of the documents set forth in Section 10.3 into escrow with the Escrow Agent, no later than 11:00 a.m. Central Standard Time on the Closing Date, Buyer will cause the Escrow Agent to (i) pay to Seller by Federal Reserve wire transfer of immediately available funds to an account designated by Seller, the Purchase Price (subject to adjustments described in Section 10.5), less any costs or other amounts to be paid by Seller at Closing pursuant to the terms of this Agreement, and (ii) pay all appropriate payees the other costs and amounts to be paid by Buyer at Closing pursuant to the terms of this Agreement and Seller will direct the Escrow Agent to pay to the appropriate payees out of the proceeds of Closing payable to Seller, all costs and amounts to be paid by Seller at Closing pursuant to the terms of this Agreement.

Section 10.3 Seller’s Closing Documents and Other Items. At or before Closing, Seller shall deposit into escrow the following items:

10.3.1 Special Warranty Deeds in the form attached hereto as Exhibit D covering the Canyon Real Property, the Cinco Real Property, the Fossil Real Property and the Plantation Real Property (the “Deeds”) duly executed by Canyon Owner, Cinco Owner, Fossil Owner and Plantation Owner, as applicable;

10.3.2 Two (2) original counterparts of an assignment and assumption of concession agreement with respect to the Clear Creek Concession Agreement in the form attached hereto as Exhibit E (the “Assignment and Assumption of Concession Agreement”);

10.3.3 Two (2) original counterparts of Xxxx of Sale and Assignment Agreements with respect to (i) the transfer of the Canyon Personal Property, the Cinco Personal Property, the Fossil Personal Property, the Plantation Personal Property and the Clear Personal Property each in the form attached hereto as Exhibit F (collectively, the Xxxx of Sale and Assignment Agreements”) duly executed by Canyon Lessee, Cinco Lessee, Fossil Lessee, Plantation Lessee and Clear Lessee, as applicable; provided, however, for purposes of the Xxxx of Sale and Assignment Agreements, the Personal Property shall not include the Contracts, the Warranties and Guaranties and the Licenses and Permits which all shall be assigned by separate documents;

10.3.4 Two (2) original counterparts of assignments and assumptions with respect to the Canyon Contracts, the Cinco Contracts, the Fossil Contracts, the Plantation Contracts, and the Clear Contracts (collectively, the “Assignments and Assumptions of Contracts”) each in the form attached hereto as Exhibit G duly executed by Canyon Lessee, Cinco Lessee, Fossil Lessee, Plantation Lessee and the Clear Lessee, as applicable;

- 48 -

10.3.5 Two (2) original counterparts of assignments and assumptions with respect to the Canyon Water Documents, the Canyon Effluent Discharge Rights, the Cinco Water Documents, the Cinco Effluent Discharge Rights, the Fossil Water Documents, the Fossil Effluent Discharge Rights, the Plantation Water Documents, the Plantation Effluent Discharge Rights, the Clear Water Documents and the Clear Effluent Discharge Rights, (collectively, the “Assignments of Water Documents”) each in the form attached hereto as Exhibit H, duly executed by Canyon Owner, Cinco Owner, Fossil Owner, Plantation Owner and Clear Owner or the Lessees, as applicable;

10.3.6 Two (2) original counterparts of assignments and assumptions with respect to the Canyon warranties and guaranties and Canyon Licenses and Permits, the Cinco warranties and guaranties and Cinco Licenses and Permits, the Fossil warranties and guaranties and Fossil Licenses and Permits, the Plantation warranties and guaranties and Plantation Licenses and Permits, and the Clear warranties and guaranties and Clear Licenses and Permits (collectively, the “Assignments and Assumptions of Warranties and Guaranties, and Licenses and Permits”) each in the form attached hereto as Exhibit I, duly executed by Canyon Owner, Cinco Owner, Fossil Owner, Plantation Owner and Clear Owner;

10.3.7 Two (2) duly executed counterparts of the Seller’s Certificate regarding representations and warranties to be provided pursuant to Section 7.1 hereof;

10.3.8 Affidavits pursuant to Section l445(b)(2) of the Code, and on which Buyer is entitled to rely, executed by each of Seller stating that each Seller respectively is not a “foreign person” within the meaning of Section l445(f)(3) of the Code;

10.3.9 If applicable, duly completed and signed real estate transfer tax declarations;

10.3.10 Two (2) duly executed counterparts of the Closing Statements; and

10.3.11 Such other documents as may be reasonably required by the Title Company or as may be agreed upon by Seller and Buyer to consummate the purchase of the Property as contemplated by this Agreement.

Section 10.4 Buyer’s Closing Documents and Other Items. At or before Closing, Buyer shall deposit into escrow the following items:

10.4.1 The balance of the Purchase Price and such additional funds as are necessary to close this transaction;

10.4.2 Two (2) executed counterparts of the Assignment and Assumption of Concession Agreement;

- 49 -

10.4.3 Two (2) executed counterparts of the Assignments and Assumptions of Contracts;

10.4.4 Two (2) executed counterparts of the Assignments of Water Documents;

10.4.5 Two (2) executed counterparts of the Assignments and Assumption of Warranties and Guaranties and Licenses and Permits;

10.4.6 Documentation to establish to Seller’s reasonable satisfaction the due authority of Buyer’s acquisition of the Property and Buyer’s delivery of the documents required to be delivered by Buyer pursuant to this Agreement including, but not limited to, the organizational documents of Buyer, as they may have been amended from time to time, resolutions of Buyer and incumbency certificates of Buyer;

10.4.7 Two (2) duly executed counterparts of the Closing Statements; and

10.4.8 Such other documents as may be reasonably required by the Title Company or as may be agreed upon by Seller and Buyer to consummate the purchase of the Property as contemplated by this Agreement.

Section 10.5 - Actions at Closing. On the Closing Date, Escrow Holder shall do the following:

10.5.1 Cause each of the Deeds (and such other documents as are customarily filed for record) to be recorded in the real estate records of the county in which the real property which is the subject of the applicable Deed is located;

10.5.2 Deliver to Buyer (i) a fully executed original (in counterparts, if applicable) of the Assignment and Assumption of Concession Agreement, the Xxxx of Sale and Assignment Agreements, the Assignments and Assumptions of Contracts, the Assignments of Water Documents, the Assignments and Assumptions of Warranties and Guaranties and Licenses and Permits, and the other documents required to be delivered by Seller to Escrow Holder pursuant to Section 10.3 (other than the Deeds), (ii) the Title Policy in accordance with Section 5.3, (iii) the final Closing Statements, and (iv) conformed copies of the recorded documents (including the Deeds);

10.5.3 Deliver to Seller (i) the Purchase Price (less any prorations and costs to be paid by Seller pursuant to Sections 10.6), (ii) fully executed originals (in counterparts) of each Assignment and Assumption of Concession Agreement, Xxxx of Sale and Assignment Agreements, Assignments and Assumptions of Contracts, Assignments of Water Documents and Assignments and Assumptions of Warranties and Guaranties and Licenses and Permits, (iii) a final closing statement, and (iv) conformed copies of the recorded documents (including the Deeds).

- 50 -

Section 10.6 Prorations and Closing Costs.

10.6.1 Seller and Buyer agree to adjust, as of 11:59 p.m. on the day immediately preceding the Closing Date (the “Proration Time”), for the proration items listed in this Section 10.6 (collectively, the “Proration Items”):

(a) All taxes and assessments on the Property for all prior years and all current year taxes and assessments that are due and payable on or before the Closing shall have been paid by Seller on or before the Closing, subject to proration with Buyer to be responsible for taxes and assessments relating to the period after the Proration Time. Accrued but not yet payable general real estate, personal property and ad valorem taxes and assessments for the current year only shall be prorated on the basis of the most recent available information, as adjusted by any known charges relating to the period during which the Closing occurs.

(b) All charges for gas, electricity, water, telephone, sewer and other utilities shall be prorated as of the Proration Time, based on meter reading (if available) taken on the day prior to Closing, or on the basis of the most recent available information, as reasonably adjusted to account for known variances from usage that would not otherwise be reflected in such information. Buyer shall transfer all utilities to its own name or Premier’s name on the Closing Date. Seller shall reasonably cooperate with Buyer to transfer the utilities into Buyer’s or Premier’s name in connection with the Closing.

(d) All periodic membership dues or other periodic membership charges (other than membership initiation fees, which shall not be prorated) that have been collected by Seller shall be prorated as of the Proration Time.

(e) Buyer shall receive a credit to the Purchase Price in the amount of all deposits for Bookings to take place on or after the Closing.

(f) Buyer shall receive a credit to the Purchase Price for fifty percent (50%) for all merchandise gift certificates and rain checks redeemable at the Golf Club and sold or issued before the Closing but neither redeemed nor expired as of the Closing.

(g) Buyer shall pay to Seller at Closing an amount for Seller’s Receivables as provided below (the “Seller’s Receivables Amount”). Seller’s Receivables which are sixty (60) days or less old from the initial billing date shall be paid at one hundred percent (100%). Seller’s Receivables which are more than sixty (60) days but less than one hundred twenty (120) days old from the initial billing date shall be paid at fifty percent (50%). Seller’s Receivables which are one hundred twenty (120) days old or greater shall be paid at zero percent (0%). The term “Seller’s Receivables” means: (1) delinquent or uncollected membership dues and charges or fees, golf cart fees, handicap fees, driving range fees, golf club storage fees, locker

- 51 -

fees and trail fees with respect to the Golf Clubs as of the Proration Time; (2) unpaid amounts with respect to tournaments, banquets, meetings and other functions held at the Golf Clubs prior to the Proration Time; and (3) any other receivables of Seller with respect to the Golf Clubs which, as of the Proration Time, are payable or past due.

(h) Buyer shall pay to Seller an amount equal to Seller’s cost for the Goods and Inventory.

(i) Any other items of income or expense with respect to the Property shall be prorated as of the Proration Time. Without limiting the generality of the preceding sentence, (i) accounts receivable that represent xxxxxxxx for goods and services to be rendered after the Proration Time shall be for the account of Buyer, (ii) pre-paid expense which are intended to benefit to the Property after the Proration Time shall be borne by Buyer, and (iii) refunds to the extent relating to the period on or prior to the Proration Time shall be for the account of Seller.

10.6.2 Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Buyer will be charged and credited for all of the Proration Items relating to the period after the Proration Time. Preliminary estimated Closing prorations shall be set forth on preliminary closing statements to be prepared by Seller and submitted to Buyer for Buyer’s approval prior to the Closing Date (the “Closing Statements”). The Closing Statements, once agreed upon, shall be signed by Buyer and Seller and delivered to the Escrow Agent for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Buyer to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Buyer (if the preliminary prorations result in a net credit to Buyer) by increasing or reducing the cash to be delivered by Buyer in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Proration Time, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received (not to exceed 60 days after closing), re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Buyer. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Buyer. Final readings and final xxxxxxxx for utilities will be made if possible as of the Proration Time, in which event no proration will be made at Closing with respect to utility bills. Seller will be entitled to all deposits presently in effect with the utility providers, and Buyer will be obligated to make its own arrangements for deposits with the utility providers. For purposes of calculation prorations, Buyer shall be entitled to the income from the Property and responsible for the expenses of the Property, for the entire day upon which the Closing occurs. All such prorations shall be made on the basis of the actual number of days of the month which shall have elapsed as of the Proration Time and based upon a three hundred sixty-five (365) day year. Except as set forth in this Section 10.6.1, all items of income and expense for the period prior to the Closing Date will be for the account of Seller, and all items of income and expense for the period on and after the Closing Date will be for the account of Buyer, all as determined by the accrual method of accounting. The provisions of this Section 10.6.2 will survive the Closing for a period of twelve (12) months.

- 52 -

10.6.3 Seller shall pay (a) the cost of releasing or reconveying any mortgage or deed of trust encumbering the Property for any portion of Seller’s debt not assumed by Buyer, (b) one-half of the Escrow Agent’s escrow fee and (c) any additional costs and charges customarily charged to sellers in accordance with common escrow practices in Dallas County, Texas, other than those costs and charges specifically required to be paid by Buyer hereunder. Buyer shall pay (a) one-half of the Escrow Agent’s escrow fee, (b) all of the costs associated with the issuance of the Title Commitment and Title Policy, including the costs of any endorsements Buyer may require in accordance with Section 5.3, (c) the recording fees required in connection with the transfer of the Property to Buyer, and (d) any additional costs and charges customarily charged to buyers in accordance with common escrow practices in Dallas County, Texas, other than those costs and charges specifically required to be paid by Seller hereunder. In addition to the foregoing, Buyer shall be responsible for any costs of updating the Existing Surveys or otherwise conforming the Existing Surveys to the requirements for issuance of the Title Policy or for any new survey that may be required for issuance of the Title Policy.

Section 10.7 Broker. Buyer hereby represents and warrants to Seller that it did not employ or use any broker or finder to arrange or bring about this transaction, and that there are no claims or rights for brokerage commissions or finder’s fees in connection with the transactions contemplated by this Agreement, other than the commission (“Broker’s Commission”) required to be paid by Seller to Broker pursuant to a separate agreement between Seller and Broker. Seller hereby represents and warrants to Buyer that Seller has not employed any broker with respect to this transaction, other than Broker, and Seller shall only pay the Broker’s Commission. If any person brings a claim for a commission or finder’s fee based upon any contact, dealings, or communication with Buyer in connection with the transactions contemplated by this Agreement, other than Broker, then Buyer shall defend Seller from such claim, and shall indemnify Seller and hold Seller harmless from any and all costs, damages, claims, liabilities, or expenses (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by Seller with respect to the claim. The provisions of this Section 10.7 shall survive the Closing or, if the purchase and sale is not consummated, any termination of this Agreement and shall not be subject to the six (6) month limitation set forth in Section 7.2.

Section 10.8 Expenses. Except as provided in Sections 10.6 and 10.7, each party hereto shall pay its own expenses incurred in connection with this Agreement and the transactions contemplated hereby, including, without limitation, in the case of Buyer, all third-party engineering and environmental review costs and all other Due Diligence costs.

Section 10.9 Estoppel Certificate. Seller shall use commercially reasonable efforts to assist Buyer, at no cost to Seller, in obtaining estoppel certificates from any third-party (the “Third-Party Estoppels”). The obtaining of a Third-Party Estoppel shall not in any event be a condition to the Closing.

- 53 -

ARTICLE 11 – MISCELLANEOUS

Section 11.1 Amendment and Modification. Subject to applicable law, this Agreement may be amended, modified, or supplemented only by a written agreement signed by Buyer and Seller.

Section 11.2 Risk of Loss and Insurance Proceeds.

11.2.1 Minor Loss. Buyer shall be bound to purchase the Property for the full Purchase Price as required by the terms hereof, without regard to the occurrence or effect of any damage to the Property or destruction of any improvements thereon or condemnation of any portion of the Property, provided that: (a) the cost to repair any such damage or destruction, or the diminution in the value of the remaining Property as a result of a partial condemnation, is equal to less than ten percent (10%) of the Purchase Price on an aggregate basis and on an individual Golf Club basis is equal to or less than twenty percent (20%) of the portion of the Purchase Price allocated to the affected Golf Club as shown on Schedule 11.2.1 attached hereto, and (b) upon the Closing, there shall be a credit against the Purchase Price due hereunder equal to the amount of any insurance proceeds or condemnation awards collected by Seller as a result of any such damage or destruction or condemnation, plus the amount of any insurance deductible, less any sums expended by Seller toward the restoration or repair of the Property or in collecting such insurance proceeds or condemnation awards. If the proceeds or awards have not been collected as of the Closing, then such proceeds or awards shall be assigned to Buyer, except to the extent needed to reimburse Seller for sums paid to third parties prior to the Closing to repair or restore the Property or for sums reasonably paid to third parties to collect any such proceeds or awards.

11.2.2 Major Loss. If the amount of the damage or destruction or condemnation as specified above exceeds ten percent (10%) of the Purchase Price on an aggregate basis or on an individual Golf Club basis twenty percent (20%) of the portion of the Purchase Price allocated to the affected Golf Club as shown on Schedule 11.2.2 attached hereto, then Buyer may at its option, to be exercised by written notice to Seller within ten (10) business days of Seller’s notice of the occurrence of the damage or destruction or the commencement of condemnation proceedings, terminate this Agreement. Buyer’s failure to elect to terminate this Agreement within said ten business day period shall be deemed an election by Buyer to consummate this purchase and sale transaction. If Buyer elects to terminate this Agreement within such ten business day period, the Deposit shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except as provided in Sections 4.5, 4.6, 4.7, 10.7 and 11.11. If Buyer elects or is deemed to have elected to proceed with the purchase, then upon the Closing, there shall be a credit against the Purchase Price due hereunder equal to the amount of any insurance proceeds or condemnation awards collected by Seller as a result of any such damage or destruction or condemnation, plus the amount of any insurance deductible, less any sums expended by Seller toward the restoration or repair of the Property or in collecting such insurance proceeds or condemnation awards. If the proceeds or awards have not been collected as of the Closing, then (i) such proceeds or awards shall be assigned to Buyer, except to the extent needed to reimburse Seller for sums paid to third parties prior to the

- 54 -

Closing to repair or restore the Property or for sums reasonably paid to third parties to collect any such proceeds or awards, and (ii) the Purchase Price shall be credited by the amount of any applicable finance deductible.

Section 11.3 Notices. All notices required or permitted hereunder shall be in writing and shall be served on the parties at the following address:


If to Seller:		c/x Xxxxxxxxx Real Estate Partners, L.L.C. 00000 Xxxx Xxxx Xxxxx 000 Xxxxxx, Xxxxx 00000 Attn: Xxxxxxx X. Xxx, Esq. Xxxxx Xxxxx Facsimile: (000) 000-0000

and to:		c/o Evergreen Alliance Golf Limited, L.P. 0000 XXX Xxxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Attn: Xxx X. Xxxxxx Xxxx Xxxxx Xxxxxxx, Esq. Xxxxx Xxxxxxxx Facsimile: (000) 000-0000

and to:		Addison Law Firm 00000 Xxxxxx Xxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Attn: Xxxxxxx X. Xxxxxx, Esq. Xxxxxx Xxxxxxx, Esq. Facsimile: (000) 000-0000

If to Buyer:		CNL INCOME PARTNERS, LP 000 Xxxxx Xxxxxx Xxxxxx, 0^xx Xxxxx Xxxxxxx, Xxxxxxx 00000 Attention: Xxxxxx X. Xxxxxxx, Chief Financial Officer Attention: Xxx Xxxxxxx, Vice President and Corporate Counsel Facsimile: 000-000-0000

with Copies to:		Lowndes, Drosdick, Doster, Xxxxxx & Xxxx, P.A. 000 X. Xxxx Xxxxx Xxxxxxx, Xxxxxxx 00000 Attention: Xxxxxxx X. Xxxxxx, Esq. Facsimile: 000-000-0000

- 55 -

If to Escrow Agent:

The Talon Group, a division of

First American Title Insurance Company

000 X. Xxxxxx Xxxxxx, Xxxxx 0000

Xxxxxxx, Xxxxxxx 00000

Attn: Xxxxxxx Xxxxx, Esq.

Facsimile: 000-000-0000

Any such notices may be sent by (a) certified mail, return receipt requested, in which case notice shall be deemed delivered five (5) business days after deposit, postage prepaid in the U.S. mail, (b) a nationally recognized overnight courier, in which case notice shall be deemed delivered one (1) business day after deposit for next business day delivery with such courier, or (c) facsimile transmission, in which case notice shall be deemed delivered upon electronic verification that transmission to recipient was completed. The above addresses and facsimile numbers may be changed by written notice to the other party; provided that no notice of a change of address or facsimile number shall be effective until actual receipt of such notice. Copies of notices are for informational purposes only, and a failure to give or receive copies of any notice shall not be deemed a failure to give notice.

Section 11.4 Assignment. Buyer and Seller shall not have the right to assign this Agreement, without the prior written consent of the other party. Notwithstanding the foregoing, Buyer and Seller may each assign (a) their interests herein to an Affiliate of such assigning party and (b) their rights (but not obligations) herein to any party which is not an Affiliate for the purposes of effectuating an exchange of properties under Section 1031 of the Code, provided that any such assignment does not relieve the assigning party of its obligations hereunder. This Agreement will be binding upon and inure to the benefit of Seller and Buyer and their respective successors and permitted assigns, and no other party will be conferred any rights by virtue of this Agreement or be entitled to enforce any of the provisions hereof. Whenever a reference is made in this Agreement to Seller or Buyer, such reference will include the successors and permitted assigns of such party under this Agreement.

Section 11.5 Governing Law and Consent to Jurisdiction. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO ANY OTHERWISE APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS. ANY ACTION ARISING OUT OF THIS AGREEMENT MUST BE COMMENCED BY BUYER OR SELLER IN THE XXXXX XXXXXX XX XXX XXXXX XX XXXXX AND EACH PARTY HEREBY CONSENTS TO THE JURISDICTION OF THE ABOVE COURT IN ANY SUCH ACTION AND TO THE LAYING OF VENUE IN THE STATE OF TEXAS. ANY PROCESS IN ANY SUCH ACTION SHALL BE DULY SERVED IF MAILED BY REGISTERED MAIL, POSTAGE PREPAID, TO THE PARTIES AT THEIR RESPECTIVE ADDRESS DESCRIBED IN SECTION 11.3 HEREOF.

Section 11.6 Counterparts. This Agreement may be executed in two or more fully or partially executed counterparts, each of which will be deemed an original binding the signer thereof against the other signing parties, but all counterparts together will constitute one and the same instrument.

- 56 -

Section 11.7 Entire Agreement. This Agreement and any other document to be furnished pursuant to the provisions hereof embody the entire agreement and understanding of the parties hereto as to the subject matter contained herein. There are no restrictions, promises, representations, warranties, covenants, or undertakings other than those expressly set forth or referred to in such documents. This Agreement and such documents supersede all prior agreements and understandings among the parties with respect to the subject matter hereof.

Section 11.8 Severability. Any term or provision of this Agreement that is invalid or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement, or affecting the validity or enforceability of any of the terms or provisions of this Agreement and the parties further hereby agree that any terms of this Agreement held unenforceable shall be automatically revised to terms which the court has found to be enforceable; provided, however, that such revision may not in any event deprive any party of a material benefit of this Agreement. Any such unenforceable term or provision determined by any one jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 11.9 Attorney Fees. If any action is brought by any party to this Agreement to enforce or interpret its terms or provisions, the substantially prevailing Party will be entitled to reasonable attorney fees and costs incurred in connection with such action prior to and at trial and on any appeal therefrom.

Section 11.10 Payment of Fees and Expenses. Each party to this Agreement will be responsible for, and will pay, all of its own fees and expenses, including those of its counsel and accountants, incurred in the negotiation, preparation, and consummation of this Agreement and the transaction contemplated hereunder.

Section 11.11 Confidential Information. The parties acknowledge that the transaction described herein is of a confidential nature and shall not be disclosed except to Permitted Outside Parties or as required by law. No party shall make any public disclosure of the specific terms of this Agreement or press release or similar public announcement or communication (unless specifically approved in advance in writing by both Buyer and Seller), except as required by law (including SEC regulations and NYSE requirements). In connection with the negotiation of this Agreement and the preparation for the consummation of the transactions contemplated hereby, each party acknowledges that it will have access to confidential information relating to the other party. Each party shall treat such information as confidential, preserve the confidentiality thereof, and not duplicate or use such information, except to Permitted Outside Parties in connection with the transactions contemplated hereby. In the event of the termination of this Agreement for any reason whatsoever, Buyer shall return to Seller, all documents, work papers, engineering and environmental studies and reports and all other materials (including all copies thereof obtained from Seller in connection with the transactions contemplated hereby), and each party shall use its best efforts, including instructing its employees and others who have had access to such information, to keep confidential and not to use any such information. Except as required by applicable law, neither party shall issue any press release or make any statement to the media without the other party’s consent, which consent shall not be unreasonably withheld. The provisions of this Section 11.11 shall survive the Closing or, if the purchase and sale is not consummated, any termination of this Agreement.

- 57 -

Section 11.12 No Joint Venture. Nothing set forth in this Agreement shall be construed to create a joint venture between Buyer and Seller.

Section 11.13 Waiver of Jury Trial. Each party to this Agreement hereby expressly waives any right to trial by jury of any claim, demand, action or cause of action (each, an “Action”) (a) arising out of this Agreement, including any present or future amendment thereof or (b) in any way connected with or related or incidental to the dealings of the parties or any of them with respect to this Agreement (as hereafter amended) or any other instrument, document or agreement executed or delivered in connection herewith, or the transactions related hereto or thereto, in each case whether such Action is now existing or hereafter arising, and whether sounding in contract or tort or otherwise and regardless of which party asserts such Action; and each party hereby agrees and consents that any such Action shall be decided by court trial without a jury, and that any party to this Agreement may file an original counterpart or a copy of this Section 11.13 with any court as written evidence of the consent of the parties to the waiver of any right they might otherwise have to trial by jury.

Section 11.14 Limited Liability. Neither the members, managers, employees or agents of Seller, nor the shareholders, officers, directors, employees or agents of any of them shall be liable under this Agreement and all parties hereto shall look solely to the assets of Seller and the Deposit for the payment of any claim or the performance of any obligation by Seller. Neither the members, managers, employees or agents of Buyer, nor the shareholders, officers, directors, employees or agents of any of them shall be liable under this Agreement and all parties hereto shall look solely to the assets of Buyer and the Deposit for the payment of any claim or the performance of any obligation by Buyer.

Section 11.15 Time of Essence. Time is of the essence of this Agreement.

Section 11.16 No Waiver. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver, nor shall a waiver in any instance constitute a waiver in any subsequent instance. No waiver shall be binding unless executed in writing by the party making the waiver.

Section 11.17 No Recordation. Seller and Buyer hereby acknowledge that neither this Agreement nor any memorandum or affidavit thereof shall be recorded with the county recorder of the applicable Texas counties where the Land is located, or anywhere else. Should Buyer ever record or attempt to record this Agreement, or a memorandum or affidavit thereof, or any other similar document, then, notwithstanding anything herein to the contrary, said recordation or attempt at recordation shall constitute a default by Buyer hereunder, and, in addition to the other remedies provided for herein, Seller shall have the express right to terminate this Agreement by filing a notice of said termination in the proper place for said filing.

Section 11.18 Tax Disclosures. Notwithstanding anything in this Agreement to the contrary, in accordance with Section 1.6011-4(b)(3)(iii) of the Treasury Regulations, Buyer and Seller (and each employee, representative, or other agent of Buyer and Seller) 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 (including opinions or other tax analyses) that are provided to Buyer or Seller relating to such tax treatment and tax structure. However, any information relating to tax treatment or tax structure shall remain subject to the confidentiality provisions hereof (and the foregoing sentence shall not apply) to the extent, but only to the extent, reasonably necessary to enable Buyer and Seller to comply with applicable securities laws. For purposes hereof, “tax structure” means any fact that may be relevant to understanding the federal income tax treatment of the transaction.

- 58 -

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.


SELLER:	FUND IV EAGL CANYON SPRINGS, L.P., a Delaware limited partnership

	By:	Fund IV EAGL Owner GP Corporation, its general partner

		By:	/s/ Xxxxxxx X. Xxx
		Name:	Xxxxxxx X. Xxx
		Title:	Vice President

	EAGL FUND IV CANYON SPRINGS LESSEE, L.P., a Delaware limited partnership

	By:	EAGL Fund IV Lessee GP, Inc., its general partner

		By:	/s/ Xxxxxxx X. Xxx
		Name:	Xxxxxxx X. Xxx
		Title:	Vice President

	FUND IV EAGL CINCO RANCH, L.P., a Delaware limited partnership

	By:	Fund IV EAGL Owner GP Corporation, its general partner

		By:	/s/ Xxxxxxx X. Xxx
		Name:	Xxxxxxx X. Xxx
		Title:	Vice President

	EAGL FUND IV CINCO RANCH LESSEE, L.P., a Delaware limited partnership

	By:	EAGL Fund IV Lessee GP, Inc., its general partner

		By:	/s/ Xxxxxxx X. Xxx
		Name:	Xxxxxxx X. Xxx
		Title:	Vice President

- 59 -


FUND IV EAGL CLEAR CREEK, L.P., a Delaware limited partnership

By:	Fund IV EAGL Owner GP Corporation, its general partner

	By:	/s/ Xxxxxxx X. Xxx
	Name:	Xxxxxxx X. Xxx
	Title:	Vice President

EAGL FUND IV CLEAR CREEK LESSEE, L.P., a Delaware limited partnership

By:	EAGL Fund IV Lessee GP, Inc., its general partner

	By:	/s/ Xxxxxxx X. Xxx
	Name:	Xxxxxxx X. Xxx
	Title:	Vice President

FUND IV EAGL PLANTATION RESORT, L.P., a Delaware limited partnership

By:	Fund IV EAGL Owner GP Corporation, its general partner

	By:	/s/ Xxxxxxx X. Xxx
	Name:	Xxxxxxx X. Xxx
	Title:	Vice President

EAGL FUND IV PLANTATION RESORT LESSEE, L.P., a Delaware limited partnership

By:	EAGL Fund IV Lessee GP, Inc., its general partner

	By:	/s/ Xxxxxxx X. Xxx
	Name:	Xxxxxxx X. Xxx
	Title:	Vice President

- 60 -


FUND IV EAGL FOSSIL CREEK, L.P., a Delaware limited partnership

By:	Fund IV EAGL Owner GP Corporation, its general partner

	By:	/s/ Xxxxxxx X. Xxx
	Name:	Xxxxxxx X. Xxx
	Title:	Vice President

EAGL FUND IV FOSSIL CREEK LESSEE, L.P., a Delaware limited partnership

By:	EAGL Fund IV Lessee GP, Inc., its general partner

	By:	/s/ Xxxxxxx X. Xxx
	Name:	Xxxxxxx X. Xxx
	Title:	Vice President

- 61 -


BUYER:	CNL INCOME PARTNERS, LP, a Delaware limited partnership

	By:	CNL Income GP Corp., its general partner

	By:	/s/ Xxxxxx X. Xxxxxxx
	Name:	Xxxxxx X. Xxxxxxx
	Title:	Executive Vice President

ESCROW AGENT:

The Escrow Agent is executing this Agreement to evidence its agreement to hold the Deposit and act as escrow agent in accordance with the terms and conditions of this Agreement.


THE TALON GROUP, A DIVISION OF FIRST AMERICAN TITLE INSURANCE COMPANY

By:
Name:
Title:

- 62 -

EXHIBITS TO AGREEMENT OF SALE AND PURCHASE

BETWEEN

FUND IV EAGL CANYON SPRINGS, L.P.,

EAGL FUND IV CANYON SPRINGS LESSEE, L.P.,

FUND IV EAGL CINCO RANCH, L.P.,

EAGL FUND IV CINCO RANCH LESSEE, L.P.,

FUND IV EAGL FOSSIL CREEK, L.P.,

EAGL FUND IV FOSSIL CREEK LESSEE, L.P.,

FUND IV EAGL PLANTATION RESORT, L.P.,

EAGL FUND IV PLANTATION RESORT LESSEE, L.P.,

FUND IV EAGL CLEAR CREEK, L.P.,

EAGL FUND IV CLEAR CREEK LESSEE, L.P.,

(collectively “Seller”)

and

CNL INCOME PARTNERS, LP

(“Buyer”)

EXHIBITS


CANYON LAND		A-1
CINCO LAND		A-2
FOSSIL LAND		A-3
PLANTATION LAND		A-4
CLEAR LAND		A-5
CANYON PERSONAL PROPERTY		B-1
CINCO PERSONAL PROPERTY		B-2
FOSSIL PERSONAL PROPERTY		B-3
PLANTATION PERSONAL PROPERTY		B-4
CLEAR PERSONAL PROPERTY		B-5
EXISTING SURVEYS		C
DEED FORM		D
ASSIGNMENT OF CONCESSION AGREEMENT FORM		E
XXXX OF SALE AND ASSIGNMENT AGREEMENT FORM		F
ASSIGNMENT OF APPROVED CONTRACTS FORM		G
ASSIGNMENT OF WATER DOCUMENTS FORM		H
ASSIGNMENT OF WARRANTIES AND GUARANTIES AND LICENSES AND PERMITS FORM		I

SCHEDULES


CANYON CONTRACTS		1.1.58(a)
ADVANCE BOOKINGS AT THE CANYON SPRINGS GOLF CLUB		1.1.58(a)(i)
CINCO CONTRACTS		1.1.58(b)
ADVANCE BOOKINGS AT THE CINCO RANCH GOLF CLUB		1.1.58(b)(i)
FOSSIL CONTRACTS		1.1.58(c)
ADVANCE BOOKINGS AT THE FOSSIL CREEK GOLF CLUB		1.1.58(c)(i)
PLANTATION CONTRACTS		1.1.58(d)
ADVANCE BOOKINGS AT THE PLANTATION GOLF CLUB		1.1.58(d)(i)
CLEAR CONTRACTS		1.1.58(e)
ADVANCE BOOKINGS AT THE CLEAR CREEK GOLF CLUB		1.1.58(e)(i)
GOLF PLAY AGREEMENTS		1.1.58(f)
EXCLUDED PROPERTY		1.1.71
CLEAR CREEK CONCESSION AGREEMENT		2.5.1
WIRE TRANSFER		4.1
LICENSES AND PERMITS		4.2(a)
LIQUOR LICENSES		4.2(b)
EXCLUDED PROPERTY RECORDS		4.4
CONSENTS		4.10
LITIGATION		7.1(d)
TAXES		7.1(j)
INSURANCE MINOR LOSS		11.2.1
INSURANCE MAJOR LOSS		11.2.2

- 2 -

Document Metadata

Table of Contents

Agreement of Sale and Purchase dated as of November 16, 2006 among Fund IV EAGL Canyon Springs, L.P., EAGL Fund IV Canyon Springs Lessee, L.P., Fund IV EAGL Cinco Ranch, L.P., EAGL Fund IV Cinco Ranch Lessee, L.P., Fund IV EAGL Fossil Creek, L.P.,...

Document Metadata