7.10 This Agreement supersedes all prior agreements and understandings
(whether written or oral) between the Issuer and the Dealer with respect to the
subject matter hereof.
[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]
15
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date and year first above written.
Leggett & Platt, Incorporated, as Issuer
, as Dealer By:
/s/ Sheri L.
Mossbeck
By:
Name:
Sheri L. Mossbeck
Name:
Title:
Senior Vice President and Treasurer
Title:
By:
/s/ John G. Moore Name:
John G. Moore Title:
Senior Vice President, Chief Legal & HR
Officer, and Secretary
16
Addendum
The following additional clauses shall apply to the Agreement and be deemed a
part thereof.
1. The other dealers referred to in clause (b) of Section 1.2 of the Agreement
are
.
2. The addresses of the respective parties for purposes of notices under
Section 7.1 are as follows:
For the Issuer:
Address: 1 Leggett Road, Carthage, MO 64836
Attention:
Treasurer
Telephone number: (417) 358-8131
Fax number: (417) 358-8027
For
the Dealer:
Address:
Attention:
Telephone
number:
Fax
number:
17
Exhibit A
Form of Legend for Private Placement Memorandum and Notes
THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"), OR ANY OTHER APPLICABLE SECURITIES LAW, AND OFFERS AND SALES
THEREOF MAY BE MADE ONLY IN COMPLIANCE WITH AN APPLICABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
BY ITS ACCEPTANCE OF A NOTE, THE PURCHASER WILL BE DEEMED TO REPRESENT THAT
(I) IT HAS BEEN AFFORDED AN OPPORTUNITY TO INVESTIGATE MATTERS RELATING TO THE
ISSUER AND THE NOTES, (II) IT IS NOT ACQUIRING SUCH NOTE WITH A VIEW TO ANY
DISTRIBUTION THEREOF AND (III) IT IS EITHER (A)(1) AN INSTITUTIONAL INVESTOR
THAT IS AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a) UNDER THE ACT
(AN "INSTITUTIONAL ACCREDITED INVESTOR") AND (2)(i) PURCHASING NOTES FOR ITS OWN
ACCOUNT, (ii) A BANK (AS DEFINED IN SECTION 3(a)(2) OF THE ACT) OR A SAVINGS AND
LOAN ASSOCIATION OR OTHER INSTITUTION (AS DEFINED IN SECTION 3(a)(5)(A) OF THE
ACT) ACTING IN ITS INDIVIDUAL OR FIDUCIARY CAPACITY OR (iii) A FIDUCIARY OR
AGENT (OTHER THAN A U.S. BANK OR SAVINGS AND LOAN ASSOCIATION) PURCHASING NOTES
FOR ONE OR MORE ACCOUNTS EACH OF WHICH ACCOUNTS IS SUCH AN INSTITUTIONAL
ACCREDITED INVESTOR (i) WHICH ITSELF POSSESSES SUCH KNOWLEDGE AND EXPERIENCE IN
FINANCIAL AND BUSINESS MATTERS THAT IT IS CAPABLE OF EVALUATING AND BEARING THE
ECONOMIC RISK OF AN INVESTMENT IN THE NOTES OR (ii) WITH RESPECT TO WHICH SUCH
PURCHASER HAS SOLE INVESTMENT DISCRETION; OR (B) A QUALIFIED INSTITUTIONAL BUYER
("QIB") WITHIN THE MEANING OF RULE 144A UNDER THE ACT THAT IS ACQUIRING NOTES
FOR ITS OWN ACCOUNT OR FOR ONE OR MORE ACCOUNTS, EACH OF WHICH ACCOUNTS IS A QIB
AND WITH RESPECT TO EACH OF WHICH THE PURCHASER HAS SOLE INVESTMENT DISCRETION;
AND THE PURCHASER ACKNOWLEDGES THAT IT IS AWARE THAT THE SELLER MAY