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LEASE/PURCHASE AGREEMENT <br /> <br /> THIS LEASE/PURCHASE AGREEMENT (the "Lease") dated as of February 1, 1997, by and <br />between MAGNA TRUST COMPANY, an Illinois business corporation duly organized and existing and <br />authorized to conduct its operations under the laws of the States of Illinois and Missouri (the "Lessor"), <br />and the CITY OF UNIVERSITY CITY, MISSOURI, a constitutional charter city and political <br />subdivision of the State of Missouri (the "Lessee"). <br /> <br />RECITALS <br /> <br /> WHEREAS, the Lessee owns certain real estate in the City of University City, Missouri, as <br />legally described in Exhibit A hereto (the "Leased Property"); and <br /> <br /> WHEREAS, the Lessee concurrently herewith is conveying a leasehold interest in the Leased <br />Property to the Lessor pursuant to a Ground Lease dated as of February 1, 1997 (the "Ground Lease") by <br />and between the Lessee and the Lessor; and <br /> <br /> WHEREAS, the Lessor is willing to lease the Leased Property back to the Lessee, and the <br />Lessee desires to lease the Leased Property from the Lessor, upon the terms and conditions and for the <br />purposes set forth herein; and <br /> <br /> WHEREAS, in order to provide funds (1) to pay a portion of the costs of the Project (as <br />described in Exhibit B hereto), the Trustee concurrently herewith has executed a Declaration and <br />Indenture of Trust of even date herewith (the "Indenture") pursuant to which the Trustee will (1) execute <br />and deliver Certificates of Participation (City of University City, Missouri, Parking Facility Project), <br />Series 1997, in the principal amount of $1,415,000 (the "Certificates"), evidencing interests in the right <br />to receive such Base Rentals to be paid by the Lessee and other payments, revenues and receipts to be <br />derived pursuant to the Lease, and (2) grant, assign and hold in trust all of its right, title and interest in <br />and to the Lease (including its right to receive Base Rentals and certain other payments as provided <br />therein) for the benefit and security of the Owners of the Certificates as therein provided; <br /> <br /> NOW, THEREFORE, in consideration of the mutual promises and agreements herein <br />contained, the receipt and sufficiency of which are hereby acknowledged, the parties hereto covenant and <br />agree as follows: <br /> <br /> ARTICLE I <br /> DEFINITIONS <br /> <br /> Section 1.01. Definitions. In addition to any words and terms defined elsewhere in this Lease, <br />capitalized words and terms used in this Lease have the meanings given to such words and terms in <br />Section 1.01 of the Indenture. <br /> <br /> Section 1.02. Rules of Construction <br /> <br /> (a) Words of the masculine gender will be deemed and construed to include correlative <br />words of the feminine and neuter genders. <br /> <br /> <br />