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<br />02/17/99 11:38 RYAN COMPANIES ~ 6124902931 <br />612 631 5969 <br /> <br />NO.460 P005/011 <br /> <br />02/17J199g le:69 612-631-5959 <br /> <br />.~ORM APPROVED <br />BY LA. W <br /> <br />Pt\GE 134 <br /> <br />THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY <br /> <br />REAL ESTATEPURCUASE AND SALE AGREEMENT <br /> <br />Catellus Management Corporation <br />410S Lexington A venue No11h. Suite 200 <br />Arden Hi11s, MN 55126 <br /> <br />December 23,1998 <br /> <br />BUYER'S OFFER <br /> <br />1. The undersigned, herejnafter caned "Buyer". otTers to purchase from The Burlington Northern and <br />Santa Fe Railway Company hereinafter called "Seller", all of Seller's right, title and interest in and to that <br />parcel of land situated in or near the City ofRoseville, County of Ramsey and State of Minnesota, shown on <br />Exhibit "A", dated December 21, 1998, attached hereto and made a pan hereof (said parcel of land being <br />hereinafter called "the Property") at the price and upon the terms and conditions as follows. <br /> <br />PURCHASE PRICE AND PAYMENT 'O.,)(~S'__ ( 1..4.~ ~.f ) <br /> <br />") Seller may approve or disapprove this Agreement for any reason w~ever, in Seller's sole and <br />absolute discretion, whether reasonable or \lJ1feasonable or whether arbitrary or capricious. subject to the <br />approval of this Agreement by SeHer. Buyer agrees to pay to S~Uer tbe purchase price of $49.300.00 for <br />Prop eny , of which the amount of $5.000.00 herein&fter called the "deposit". 1$ paid to Seller, or Sel1er's <br />assignee, to be applied on the purchase price. Said deposit check shall be forwarded to Catellus Management <br />Corporation in Irving, Texas. and then forwarded to the ScHers account Said deposit shaH be refUndc:d to <br />Buyer if this offer is not accepted by Seller within fony-five (45) days from the date of said offer. The <br />balance of said purchase price shall be paid in cash or by certified cbec.k to Setler or wire transfer to Sel1er's <br />account as designated by S~ller at the time Sel1ct's deed to said property is delivered to Buyer. <br />NotwithstanttiDg anything set forth herein to the contrary. the balance of the purchase price shall be due ten <br />(0) days from notice that Seller's deed is ready for delivery. Delivery of said deed shall be made at SeneT'S <br />above stated office. <br /> <br />T AX-DEFERRED EXCHANGE <br /> <br />3. SeHer reserves the right to assign this Agreement to Apex Property &: Track E~chan~. Inc. ("Apex"). <br />Apex is a ql1aIified intermediary within the meaning of Section 1031 of the Internal Revenue Code of 1986, <br />a.s amended. and Treas. Reg. ~ 1.1031 (k).l(g), for th-= pUYpose of completing a tax-def~d exchange under <br />said Section 1031. Seller shall bear all expenses associated with the use of Ape)(, or necessary to qualify this <br />lransact:\on as a tax-defetTed exchaDge, and. except as otherwise provided here~ shall protect, reimburse, <br />indemnify and hold harmless Buyer from and against any and all reasonab1e and necessary additional costs, <br />expenses, including a.ttorneys fees. and liabilities which Buyer ma)' incur as a result of Seller's use of Apex <br />or the qU3Iification of this transaction as a tax-defen-ed transaction pursuant to Section 1031. Buyer shall <br />cooperate with Seller with respect to this taX.deferred exchange, and upon Seller's request, shall execute such <br />documentS as may be required to effect this tax-defared exchange. <br /> <br />1 <br /> <br />~ <br />07' <br />\Is- a- <br />