PURCHASE OPTION AGREEMENT
This PURCHASE OPTION AGREEMENT ("Agreement") is made and entered into
effective as of the Effective Date by and between CITY OF ARLINGTON, TEXAS, a duly
incorporated home rule city of the State of Texas ("Optionor"), and DALLAS COWBOYS
FOOTBALL CLUB, LTD., a Texas limited partnership ("Optionee").
Definitions. As used herein, the following terms shall have the following
Bill of Sale: A bill of sale, in the form of Exhibit "D" attached hereto and
incorporated herein by reference for all purposes, conveying title to the personal property,
fixtures and other non-real estate components of the Cowboys Complex to Optionee,
including without limitation any contract rights, title insurance claims and agreements
with governmental authorities pertaining thereto.
Closing: The exchange of documents and funds to consummate the transaction(s)
triggered by the delivery of an Exercise Notice.
Closing Conditions Agreement. That certain Cowboys Complex Funding and
Closing Agreement, dated effective as of February __, 2005, by and between Optionor, as
Landlord, and Tenant (as defined below), describing the process for funding of
acquisition of the Land, among other things.
Closing Date: The date upon which a Closing occurs, which shall be the date
described in Section 3.8 below, or on such earlier date as may be mutually agreed to by
the Optionor and Optionee; provided, however, in no event shall the Closing Date be later
than the Option Termination Date.
Code: The Internal Revenue Code of 1986, as heretofore or hereafter amended,
and the regulations from time to time promulgated thereunder.
Cowboys Complex: The Land and the Cowboys Stadium, and any and all other
buildings and structures from time to time constructed, installed on and affixed to the
Land, or needed to make the same operational or to conform to the requirements of
Cowboys Stadium: A multi-functional stadium, coliseum, sports and commun