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• t® 40 AGREEMENT FOR SALE AND PURCHASE THIS AGREEMENT is made as of September 1, 2000, between Indian River County, Florida, a political subdivision of the State of Florida (the "Purchaser"), whose address is 1840 251 Street, Vero Beach, Florida 32960, and Los Angeles Dodgers, Inc., a Delaware corporation (the "Seller") whose address is 1000 Elysian Park Avenue. Los Angeles, California 90012. SECTION 1. AGREEMENT TO SELL. Seller hereby agrees to sell to and lease back from Purchaser, mid Purchaser hereby agrees to purchase from and lease to the Seller, the real property located in Indian River County, Florida, described in Exhibit "A", together with all improvements and fixtures thereon, and casements and appurtenances thereto (the "Property"), in accordance with the provisions of this Agreement. SECTION 2. PURCHASE PRICE. The purchase price (the "Purchase Price") for the Property is Ten Million Dollars (310.000.000), which will be paid by wire ttatisfer of federal funds at closing to Seller or Seller's designated agent. The Purchase Price is subject to adjustment and proradons as provided for herein. At closing, Purchaser as Lessor and Seller as Lessee shall enter into the Dodeertown Facility Lease Agreement dated as of September 1, 2000 (the "Lease Agreement"). SECTION 3. ENVIRONMENTAL SITE ASSESSMENT, Seller shall, at ns sole cost and expense as soon as practicable, but in any case by not later than 'December 31, 2000, furnish to Pun haseran environmental site assessment of the Propcm,. The environmental site assessment shall be in general accordance with the scope and limitations of the American Society for Testing and Materials Designation: E 1527-00 (Standard Practice for Environmental Site Assessments: Phase I Environmental Assessment Process). Seller shall use the services of a competent, professional consultant "'ab expenase in the environmental site assessment process to determine the existence and extent, if any, off] Materials on the Property. For purposes of this Agreement "Hazardous Materials" shall mean any hazardous or toxic substance, material or waste of any kind or any other substance which is rrfulatcd by any Environmental Law (as hcretnaflerdefined J. At closing, the Seller will certify to the best of Its kno,, ledge that the environmental condition of the Property as it pertains to Hazardous Materials has not chanced since the date of the environmental site assessment. SECTION 4. HAZAR)l OLIS MA AFRI jLS. In the event that the environ - menial site assessment provided for in Section 3 confirms the presence of unlawful levels of Hazardous Materials on the Property, and Seller notifies the Purchaser that Seller will not take the steps necessary to remediate the presence ofHazardous Materials, then Purchaser, at its sole option, may elect to terminate this Agreement and no parry shall have any ftuther obligations under this Agreement. In the event this Agreement is not terminated as a result of the presence of unlawful levels ofHazardous Materials on the Propem. Seller shall, at its sole cost and expense and prior to the closing;, promptly commence and /96