Leggett & Platt (LEG)

CLOSING

SECTION 5.1 Form of Documents. At the Closing, the parties shall deliver the documents, and shall perform the acts, which are set forth in this Article V. All documents which the Company and Seller deliver shall be in form and substance reasonably satisfactory to Purchaser and Purchaser’s counsel. All documents which Purchaser delivers shall be in form and substance reasonably satisfactory to Seller and Seller’s counsel.

SECTION 5.2 Purchaser’s Deliveries. At the Closing, Purchaser shall execute and/or deliver to Seller all of the following. If the Closing occurs, it shall be conclusively deemed that all such documents or deliveries have been delivered or made and are satisfactory to the Seller.

(a) the Estimated Cash Portion;

(b) the Promissory Note, together with any certificates, instruments and other closing deliveries reasonably requested by Seller that would customarily be provided to a third party lender;

(c) the Preferred Stock, together with any certificates, agreements, instruments and other closing deliveries reasonably requested by Seller that would customarily be provided to a third party investor with respect to the issuance of preferred stock;

(d) evidence that concurrently with the consummation of the transactions contemplated by this Agreement, Purchaser has initiated the payment in full of the Closing Capitalized Lease Obligations in accordance with the terms and conditions of the payoff letter provided to the parties hereto on or prior to Closing;

(e) copies of all loan documentation entered into by Purchaser, Holdings, the Company or any of its Subsidiaries with respect to any senior, mezzanine or subordinated financing arrangements;

(f) copies of any management agreement, advisory agreement or similar affiliate contract between Purchaser or any of its Affiliates and the Company or any of its Subsidiaries;

(g) certified copies of Purchaser’s, Holdings’ and the Intermediate Company’s certificates of incorporation or certificate of formation, as applicable, issued by the secretaries of state of Purchaser’s, Holdings’ and the Intermediate Company’s states of incorporation and evidence of filing of Holdings’ Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware;

(h) certificates of good standing of Purchaser, Holdings and the Intermediate Company, issued not earlier than ten days prior to the Closing Date by the secretaries of state of Purchaser’s, Holdings’ and the Intermediate Company’s states of incorporation;

(i) a certificate executed by the secretary or another authorized person of Purchaser certifying as true and correct the following: (i) the incumbency and specimen signature of each officer of Purchaser executing this Agreement and any other document delivered hereunder on behalf of Purchaser; (ii) a copy of Purchaser’s limited liability company agreement; and (iii) a copy of the resolutions of Purchaser’s sole

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member or other applicable managing body authorizing the execution, delivery and performance of this Agreement and any other documents delivered by Purchaser hereunder;

(j) a certificate executed by the secretary of Holdings certifying as true and correct the following: (i) the incumbency and specimen signature of each officer of Holdings executing this Agreement and any other document delivered hereunder on behalf of Holdings; (ii) a copy of Holdings’ bylaws; and (iii) a copy of the resolutions of Holdings’ board of directors authorizing the execution, delivery, issuance and performance of the Preferred Stock, the amended and restated certificate of incorporation authorizing the Preferred Stock and any other documents delivered by Holdings hereunder;

(k) a certificate executed by the secretary of the Intermediate Company certifying as true and correct the following: (i) the incumbency and specimen signature of each officer of the Intermediate Company executing this Agreement and any other document delivered hereunder on behalf of the Intermediate Company; (ii) a copy of the Intermediate Company’s bylaws; and (iii) a copy of the resolutions of the Intermediate Company’s board of directors authorizing the execution, delivery and performance of this Agreement and any other documents delivered by the Intermediate Company hereunder; and

(l) such other closing documents and deliveries as mutually agreed upon by the parties hereto.

SECTION 5.3 Seller’s and the Company’s Deliveries. At the Closing, Seller or the Company, as applicable, shall execute or deliver to Purchaser all of the following. If the Closing occurs, it shall be conclusively deemed that all such documents or deliveries have been delivered or made and are satisfactory to the Purchaser.

(a) certificates representing all outstanding Units (if certificated) and duly expressed unit powers;

(b) physical possession of the minute books and unit records of the Company and the Subsidiaries;

(c) the written resignations effective as of the Closing Date of such directors of the Company and the Subsidiaries as requested by Purchaser to resign;

(d) a copy of a consent to assignment executed by Briggs & Stratton, Inc. with respect to that certain Supply Agreement between Seller and Briggs & Stratton, Inc. dated as of August 30, 2004.

(e) payoff letters, issued by the holders of Closing Capitalized Lease Obligations, setting forth the amounts required to repay all Closing Capitalized Lease Obligations in full on the Closing Date;

(f) certified copies of the Seller’s, Company’s, and each Subsidiary’s certificate of formation or certificate or articles of incorporation issued by the secretary of state of the Seller’s, the Company’s or the Subsidiaries’ respective states of formation or incorporation;

(g) certificate of good standing of the Seller, the Company and each Subsidiary issued not earlier than ten (10) days prior to the Closing Date by the secretary of state of the Seller’s, the Company’s or the Subsidiaries’ respective states of formation or incorporation;

(h) a certificate executed by the secretary of Seller certifying as true and correct the following: (i) the incumbency and specimen signature of each officer of Seller executing this Agreement and any other document delivered hereunder on behalf of Seller; (ii) a copy of Seller’s bylaws; and (iii) a

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copy of the resolutions of Seller’s board of directors authorizing the execution, delivery, issuance and performance of this Agreement and any other documents delivered by Seller hereunder; and

(i) and such other closing documents and deliveries as mutually agreed upon by the parties hereto.