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<br />AGREEtifENT FOR PURCHASE AND S ALE
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<br />~' THIS A~REEVIENT FOR PLI2CHASE A:rD SALE ("Agreement") is made and entered into as of this
<br />day of~3m~, 2005, by and between RT HOLDINGS, LLC, a North Carolina limited liability company
<br />("Seller") and the OR~YGE COUNTY, NORTH CAROLL~iA a body politic and corporate entity ("Buyer').
<br />RECITALS
<br />A. Seller is the owner of that certain parcel of land known as the Triangle Sportsplex and more particularly
<br />described on Exhibit A attached hereto and incorporated herein by reference, which is referred to herein as the
<br />"Land".
<br />B. Buyer desires to purchase from Seller and Seller desires to sell and convey to Buyer the Property (as
<br />hereafter defined) in accordance with the-terms and conditions of this Agreement.
<br />NOW, THEREFORE, in consideration of the premises, the mutual promises and agreements hereinafter set
<br />forth, and other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby
<br />acknowledged, Seller and Buyer agree as follows:
<br />1. DESCRIPTION OF THE LAND AND PROPERTY: Subject to the terms and conditions of this
<br />Agreement, Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller the following:
<br />a) All of the Land;
<br />b) All of Seller's right, title and interest in any and all rights, privileges and easements, if any, on, at
<br />or appurtenant to the Land, including, without limitation, all water, mineral and air rights, rights-of--way, roadways
<br />and roadbeds, utility facilities, reversions and any other rights, privileges, interest, easements or appurtenances used
<br />in connection with the beneficial use of the Land;
<br />c) All improvements, fixtures and tangible personal property owned by Seller and located on the
<br />Land or used in connection with the operation of the Land; and
<br />d) To the extent specified in writing by Buyer, acid to the extent assignable without additional
<br />payment by Seller, all Seller's right, title and interest in any intangible property now or hereafter owned by Seller
<br />and used in connection with the beneficial use of the Land, including, without limitation, all contracts, utility
<br />agreements and other rights related to the ownership of or the use or operation of the Land and all governmental
<br />licenses and permits used in connection with the beneficial use of the Land, and the Post-Closing Prepaids, as
<br />defined in Section 6(f) below, but excluding cash, bank deposits, accounts receivable, and amounts prepaid by Seller
<br />for insurance and advertising and marketing costs.
<br />All of the Land and other items of property described in Subsections (a), (b), (c), and (d) above to be conveyed to
<br />Buyer are hereinafter collectively called the "Property".
<br />2. PURCHASE PRICE: Subject to the terms and conditions of this Agreement, the total purchase price to
<br />be paid by Buyer to Seller for the Property by bank check or wire transfer is Six Million Dollars (56,000,000.00)
<br />("Purchase Price").
<br />3. CLOSING AND CLOSING DATE: The consummation of the sale by Seller and the purchase by
<br />Buyer of the Property (the "Closing") shall take place on or before November 1, 2005 at the offices of Maupin
<br />Rr1LEIGH45d76~ 6
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