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<br />MAY-10-2002 16:45 <br /> <br />I .EGGETT PLATT <br /> <br />417 358 8449 P.03/09 <br /> <br />Fill41: ~/10/02 <br /> <br />REAL ESTATE PURCHASE AGREEMENT <br /> <br />This Real Estate Purchase Agreement (this "Agreement") is made as of the _day of May <br />2002, by and between Leggett & Platt, Incorporated, a Missouri corporation, with an address for <br />notice purposes at NO.1 Leggett Road, Carthage, Missouri 64836, Attention: GeneraJ Counsel <br />(whether one or more, "Seller"), and the City of Paris, County of Lamar, State of Texas, a body <br />politic, with an address for notice purposes at 135 First Street S.E., Paris, Texas 75461, At1ention: <br />Mattie Cunningham, City Clerk (whether one or more, "Buyer"). <br /> <br />1. SALE. Seller shall sell to Buyer and Buyer shall purchase from Seller an approximately <br />83,000 sq. ft. main building (the "Building") situated on 2 tracts ofland containing approximately 23 <br />acres (the "Land") located in the County of Lamar, City of Paris, State of Texas, the same being <br />commonly known as The DARCO Building, 2800-2910 ClarksviUe Street, Paris, Texas, together <br />with all fixtures contained in the Building and other improvements located on the Land, but <br />excepting any equipment and machinery (regardless of whether the same is bolted to or otherwise <br />affixed to the Building) used by Seller in the business it presently conducts in the Building <br />(collectively, the "Property"). A metes and bounds description of the Land is attached hereto as <br />Exhibit A. and the same is incorporated herein for all purposes. <br /> <br />2. PURCHASE PRICE AND DEPOSIT. The purchase price for the Property shall be ONE <br />MILLION TWO HUNDRED SEVENTY FIVE rnOUSAND AND NO/IOO DOLLARS <br />($1,275,000.00), subject to the adjustments provided herein. <br />(a) Contemporaneously with the execution of this Agreement, Buyer has deposited or <br />will deposit the sum of TWENTY FIVE THOUSAND AND NOll 00 DOLLARS ($25,000.00) (the <br />"Deposit") with Seller, which shall be applied towards the purchase price on the Closing Date; <br />(b) On the Closing Date, Buyer shall pay Seller the balance of the purchase price, and <br />Seller shall retain the Deposit; <br /> <br />3. DEED. At closing, Seller shall deliver a General Warranty Deed to Buyer conveying fee <br />simple title to the Property, free and clear of all liens., claims and encumbrances, except the following <br />("Permitted Encumbrances"): . <br />(a) real estate taxes and assessments not yet due and payable; <br />(b) easements or other grants in favor of third parties that do not materially interfere with <br />the current use of the Property; <br />(c) easements or other grants to utility companies and/or public or quasi-public entities to <br />facilitate the delivery of utilities to the Property, or for road, water, sewer or other public purposes, <br />regardless of whether they are for the benefit of the Property; <br />(d) those liens and encumbrances listed on the attached Schedule 3; and <br />(e) those liens and encumbrances which Buyer waives on or before the Closing Date. <br /> <br />.. <br /> <br />4. TITI..E INSURANCE. Within thirty (30) days of the execution hereof, Seller shall obtain) at <br />Seller's expense, a commitment .from a title insurance company licensed to do business in the State of <br />Texas (the "Title Company") to issue a standard policy of title insurance on the appropriate TLTA <br />form in the amount of the purchase price, and deliver the same to Buyer. If any encumbrances exist <br />on Seller's title other than the Permitted Encumbrances, Seller shall have sixty (60) days to cure or <br /> <br />EXHIBIT LL <br />