Golf Course & Country Club in North Carolina

Sale of substantially all of the assets of Porters Neck Country Club, Inc., ("Seller"). The seller is a North Carolina non-profit corporation formed in 1991. The seller owns and operates the Porters Neck Country Club (the “Club”) which is located in New Hanover County, North Carolina. The Club consists of an 18-hole golf course, a clubhouse, a driving range, pool, tennis courts, and other amenities and supporting personal property. The sale assets including all of Seller's right, title and interest in and to the following:

• Property: Good and marketable fee simple absolute title to the Property and the Improvements, and all casements, rights-of-way, leases, rights, privileges, tenements, hereditaments, and uses appurtenant to the Club Facilities, and to the extent transferable, licenses and permits. The preceding shall include, but not be limited to, the entire right, title and interest in and to any land lying in the bed of any and all public and private streets, roads, avenues, rights-of-way, highways, or passage-ways, open or proposed, in front of or abutting the Property, and shall also include, but not be limited to, surveys, plats, architectural drawings, engineering drawings, title opinions, and title insurance policies, and proceeds of any insurance policies;
• Equipment; Other Personal Property: All machinery, equipment, automobiles, trucks, tractors, trailers, golf carts, range balls and supplies, machinery, computers, computer equipment, office equipment, furniture, business machines, telephones and telephone systems (including telephone and facsimile numbers), parts, accessories, and the like, and other tangible personal property located at the Club Facilities or related to the Business, wherever located, and any and all assignable warranties of third parties with respect thereto, except for those items listed on Schedule 2.1(b) attached hereto (the "Equipment");
• Contracts and Personal Property Leases: The contracts and leases to which Seller is a party that are related to either the Business or the Club Facilities, including (i) leasing, franchise, maintenance, utility, and service contracts, (ii) purchase order contracts, (iii) dealer contracts, (iv) supplier contracts, (v) contracts for signs, and (vi) personal property leases, subleases, guaranties of leases and subleases, licenses, and rental agreements related to either the Business or the Club Facilities, in each case, only to the extent specifically identified on Schedule 2.1(c) attached hereto (the "Assigned Contracts"), provided that any Contract which is terminated or rejected by Seller or the other parly thereto, or terminates or expires by its terms, prior to the Closing (or prior to being assumed after the Closing), or as to which a consent or governmental authorization (other than of the Bankruptcy Court) is required by the Bankruptcy Code to be obtained from any Person in order to permit the sale or transfer to Purchaser of the Seller's rights under such Contract and for which no such consent or governmental authorization shall have been obtained prior to Closing, shall not be an Assigned Contract;
• Employee Information: All personnel files (to the extent Purchaser hires such employee and Seller is permitted by law to transfer and, to the extent permitted by law and consented to by such employees, copies of any such files that Seller is not permitted by law to transfer), payroll information, and all other records relating to the Business;
• Promotional Materials and Intangible Rights: All manuals, business forms, vendor and supplier lists, all rights to any insurance claims (excluding any claims of Seller related to pending litigation, improper claim handling, and malpractice, as well as insurance claims pending on the Closing Date), all assignable licenses, logos, trade secrets, copyrights, trade names, trademarks, service marks, whether or not registered, including all rights to the name "Porters Neck Country Club" and all other names owned by Seller or used in connection with the Business and all derivatives of any of the same, and all signs, printed materials, advertising and promotional materials used in connection with the Business, and all other intangible or proprietary rights, except for those items listed on Schedule 2.1(e) attached hereto;
• Books and Records: All books, records, files, correspondence, membership lists, notes, documents, drafts and membership rules relating to either the Club Facilities or the Business;
• Inventory: All of the Seller's inventory, including but not limited to (i) the Seller's dining and food service supplies, food and beverages; (ii) office supplies; (iii) gas, grease, oil, equipment parts, irrigation systems parts, cart supplies, fertilizer, chemical and seeds; and (iv) golf pro shop merchandise and supplies, except for those items listed on Schedule 2.1(g) attached hereto (the "Inventory");
• Prepaid Expenses: All prepaid items, expenses and accruals of the Business, whether or not reflected on the balance sheet of Seller as of the Closing;
• Permits and Licenses: To the extent assignable, all licenses, permits, certificates, interim permits, permit applications, franchises, rights, and other authorizations issued to Seller by any governmental authority and applicable to the Business;
• Goodwill: All goodwill and going concern value of the Business; and
• Other: All other tangible and intangible assets used in the operation of the Business.