Exhibit
10.34


 


REAL ESTATE PURCHASE AGREEMENT


 


THIS REAL ESTATE PURCHASE AGREEMENT
(the “Agreement”) is made and entered into as of February 28, 2005 (the “Effective
Date”), by and between BENCHMARK ELECTRONICS,
INC., whose address is 4065 Theurer Blvd., P.O. Box 5025, Winona,
Minnesota 55987-5025 (the “Buyer”), and
DAVID H. ARNOLD AND MURIEL M. ARNOLD,
his wife, of 1853 Edgewood Road, Winona, Minnesota 55987, AND DANIEL M. RUKAVINA AND PATRICIA A. RUKAVINA,
of 17824 North Windfall Drive, Surprise, Arizona 85374 (the “Seller”).


 


In consideration of the mutual covenants contained in this Agreement,
the parties hereby agree as follows:


 


1.             Purchase
of Property.  Seller shall sell to
Buyer and Buyer shall purchase from Seller the following property (collectively,
the “Property”):


 


a.             Real
Property.  The tracts or parcels of
land situated in Winona County, Minnesota, as legally described on the attached
Exhibit A (the “Land”), together with all buildings and improvements
constructed or located thereon (the “Buildings”), and all right, title and
interest in any roads, easements, alleys or rights-of-way servicing or
adjoining such land and rights of every kind and nature benefiting or
appurtenant to the Land (the Land and Buildings are collectively referred to as
the “Real Property”), free and clear of liens and encumbrances except
encumbrances listed in Exhibit A attached hereto and other encumbrances
consented to in writing by Buyer (“Permitted Encumbrances”).


 


b.             Personal
Property.  Seller’s interest in all
fixtures, machinery, equipment, appliances, furniture, supplies, and other
tangible personal property located on or attached and appurtenant to, or
forming part of, the Real Property, except personal property of Seller located
in the metal storage building (collectively, the “Personal Property”).


 


c.             Contracts.  Seller’s interest in leases and other
contracts, if any, relating to the Real Property and Personal Property, set
forth on Exhibit B, which Buyer agrees to assume (“Assumed Contracts”).


 


d.             Plans.  Originals and copies, if any, of the “as-built”
blueprints, construction plans and specifications regarding the Real Property
and the building systems located thereon, including, but not limited to
heating, ventilating, air conditioning, plumbing, electrical and security
systems (“Plans”) if the Plans are in Seller’s possession or under Seller’s
control.


 


e.             Records.  The records of Seller relating to the
operation and management of the Property, including records of management, real
estate taxes and assessments, insurance, maintenance, repairs, capital
improvements and services, including environmental reports and studies (“Records”)
if the


 





















 


Records are in Seller’s
possession or under Seller’s control; provided, however, that Seller may make
and/or retain copies of such records.


 


2.             Purchase
Price and Manner of Payment.  The
purchase price for the Property shall be $5,900,000.00 (the “Purchase Price”).  The Purchase Price shall be payable by wire
transfer or other form of immediately available funds on the Closing Date (as
defined below).


 


3.             Costs,
Prorations and Adjustments.


 


a.             Costs
relating to this Agreement shall be allocated between Buyer and Seller as
follows:


 


i.              Title
Insurance and Closing Fee.  Seller
shall pay all costs of the Title Evidence (as defined below in Section 4).  Buyer will pay the premium for the ALTA Form
B Owner’s Title Policy, and any closing fee and charge imposed by Title (as
defined below in Section 4).


 


ii.             Deed
Tax.  Seller shall pay all state deed
and/or transfer tax regarding the Warranty Deed to be delivered by Seller.


 


iii.            Real
Estate Taxes and Special Assessments. 
Buyer shall be responsible for the payment of all Real Estate Taxes and
Special Assessments due and payable prior to the Closing Date per the existing
obligations of Buyer under the Lease Agreements affecting the Real Property (as
each of those terms are defined in such Lease Agreements).  Buyer shall assume and be responsible for the
payment of all Real Estate Taxes and Special Assessments due and payable in
2005 and thereafter.


 


iv.            Recording
Costs.  Seller will pay the cost of
recording all documents necessary to place record title in the condition
warranted and represented by Seller in this Agreement.  Buyer will pay the cost of recording all
other documents.


 


v.             Rent
Revenue.  All rent revenue arising
from the leases affecting the Real Property shall be prorated and paid by Buyer
as of the later of March 31, 2005, or the actual Closing Date, so that
Seller receives prorate rent revenue from Buyer due prior to the later of March 31,
2005, or the actual Closing Date.


 


4.             Evidence
of Title and Title Examination.


 


a.             Within
fifteen (15) days after the Effective Date, Seller, at Seller’s own expense,
shall furnish the following to Buyer (collectively the “Title Evidence”):


 


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i.              Abstract
and Title Insurance Commitment.  A
commitment for an ALTA Form B Owner’s title insurance policy (the “Commitment”)
issued by Chicago Title Insurance Company (“Title”) insuring Buyer’s title to
the Real Property, agreeing to delete standard exceptions upon receipt of a
standard Seller’s Affidavit, and including the additional insurance
endorsements listed in Exhibit A.  The
Commitment shall commit Title to insure title to the Real Property.  The Commitment shall include proper searches
covering bankruptcies, state and federal judgments and liens and levied and
pending special assessments.  Copies of
all recorded documents affecting exceptions to title to the Real Property must
accompany the Commitment.  If the Real
Property is abstract property, Seller shall also deliver to Title or Buyer the
Abstract of Title to the Real Property, if the Abstract is in Seller’s
possession or under Seller’s control.


 


ii.             Survey.  Copies of any “as-built” surveys of the
Property in the Seller’s possession or under Seller’s control.


 


b.             Buyer’s
Objections.  The Buyer shall have
fourteen (14) days after receipt of all of the above Title Evidence to furnish
written objections (the “Buyer’s Objections”) to the form or content of the
title to Seller.  Buyer’s failure to make
Buyer’s Objections within such fourteen-day period shall constitute a waiver of
such Buyer’s Objections.  Seller shall
use good faith efforts to cure any defect in the title on or before the Closing
Date.  If Seller shall fail to cure any
defect on or before the Closing Date, Buyer may, at its sole election:


 


i.              terminate
this Agreement without any liability on its part;


 


ii.             if
the objections are liens that may be removed by the payment of sums of money,
take title to the Property pursuant to the terms of this Agreement, and
discharge any such liens and deduct the same from the cash due and payable to
Seller on the Closing Date; or


 


iii.            waive
the objections and close this transaction.


 


5.             Seller’s
Representations and Warranties.  As a
material inducement to Buyer to enter into this Agreement and with the
understanding that the Buyer will be relying thereon in consummating the
purchase of the Property, Seller represents and warrants to Buyer that the
following statements are true and correct as of the date of this Agreement and
will be true and correct on the Closing Date as if made on that date:


 


a.             Title
to Real Property.  Seller has good
and marketable title to the Real Property, free and clear of all encumbrances
except Permitted Encumbrances.


 


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b.             Contracts.  All contracts in effect regarding the
Property are set forth on Schedule B.  Seller is not a party to any other written or
oral contracts relating to or affecting the Property.  The Contracts are in full force and neither
Seller, nor any other party to the Contracts, is in default under the
Contracts.


 


c.             Improvements.  Except as listed in Permitted Encumbrances,
Seller has no knowledge of any public improvements (water, sewer, sidewalk,
street, alley, curbing, etc.) or condemnation actions affecting the Real
Property which have been completed or are in progress and for which assessments
may be levied after Closing.  Seller has
no knowledge of any planned improvements which may result in assessments or
condemnation actions.  If Seller becomes
aware of any planned improvements or condemnation actions before Closing Date,
it will immediately notify Buyer of such planned improvements or condemnation
actions.


 


d.             No
Conflict or Breach.  The execution
and delivery of this Agreement and the consummation of the transactions
contemplated herein by Seller will not (i) result in a breach of any of the
terms or conditions of, or constitute a default under, any mortgage, note,
bond, indenture, agreement, license or other instrument or obligation
(including any Contracts) to which Seller is now a party or by which it or any
of their properties or assets may be bound or affected or (ii) violate any
order, writ, injunction or decree of any court, administrative agency or
governmental body.


 


e.             Proceedings.  There is no action, litigation,
investigation, condemnation or proceeding of any kind pending or threatened
against Seller or any portion of the Property.


 


Seller further represents and warrants to Buyer that the following
statements are true and correct as of July 30, 1996, the date of leases
pursuant to which Buyer has been in continuous and exclusive possession of the
Property:


 


f.              Wells.  There is one “Well” on the Property within
the meaning of Minn. Stat. Chap. 103I, as identified on the Well
Certificate attached hereto as Exhibit C.


 


g.             Storage Tanks.  No underground storage tanks are located
under, in or about the Real Property.


 


h.             Individual
Sewage Treatment Systems.  There are
no “individual sewer treatment systems” on the Property, as that term is
defined in Minn. Stat. § 115.55.


 


6.             Contingencies.  Buyer’s obligations under this Agreement are
contingent upon satisfaction of each of the following conditions:


 


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a.             Representations
and Warranties.  Except as limited in
the preceding paragraph, the representations and warranties of Seller contained
in this Agreement must be true now and on the Closing Date as if made on the
Closing Date and Seller shall have delivered to Buyer on the Closing Date a
certificate dated the Closing Date, signed by Seller, certifying that Seller’s
representations and warranties are true as of the Closing Date (the “Bring-Down
Certificate”).


 


b.             Title.  The Title Evidence is in accordance with the
requirements and terms of Section 4, on or before the Closing Date.


 


c.             Performance
of Seller’s Obligations.  Seller
shall have performed all of the obligations required to be performed by Seller
under this Agreement, as and when required by this Agreement.


 


d.             Document Review.  Buyer
shall have determined in its sole discretion, on or before the Contingency
Date, that it is satisfied with its review and analysis of the Contracts.


 


The “Contingency Date” shall be March 31,
2005.  If any such contingency has not
been satisfied on or before the Contingency Date or Closing Date, as the case
may be, then this Agreement may be terminated, at Buyer’s option, by written
notice from Buyer to Seller.  Such notice
of termination may be given at any time on or before the Contingency Date or
the Closing Date, as the case may be.  If
Buyer fails to give notice of termination as provided in this paragraph, Buyer’s
right of termination will be deemed waived. 
All the contingencies set forth in this Section 6 are specifically
stated and agreed to be for the sole and exclusive benefit of the Buyer and the
Buyer shall have the right, at its sole option, to waive any contingency by
written notice to Seller.


 


7.             Additional
Covenants of Seller and Buyer.


 


a.             Operation
Prior to Closing.  From the Effective
Date through the Closing Date (the “Executory Period”), the Parties shall
perform and abide by the terms of the Lease Agreements between Seller and
Buyer, and the Property shall be maintained and insured in accordance
therewith.


 


b.             Inspections.  Seller acknowledges that Buyer, and Buyer’s
agents, may inspect, investigate and test the Property.  Buyer shall pay all costs and expenses of any
inspections, investigations and tests.


 


c.             Records.  Within ten (10) days after the Effective
Date, Seller shall deliver to Buyer true and correct copies of the Contracts
and all environmental studies and assessments, test results, engineering
studies and reports, and reports of accessibility studies or audits conducted
for purposes of assessing compliance with the ADA in Seller’s possession or
under Seller’s control.


 


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d.             Damage.  If, prior to the Closing Date, all or any part
of the Property is substantially damaged by fire, earthquake, casualty, the
elements or any other cause, Seller shall immediately give notice to Buyer of
such fact and the Closing Date shall be immediately postponed for thirty days,
and at Buyer’s option (to be exercised within thirty days after Seller’s
notice), this Agreement shall terminate, in which event neither party will have
any further obligations under this Agreement. 
If Buyer fails to elect to terminate in such thirty days despite such
damage, or if the Property is damaged but not substantially, Seller shall
promptly commence to repair such damage or destruction and return the property
to its condition prior to such damage. 
If such damage shall be completely repaired prior to the Closing Date then
there shall be no reduction in the Purchase Price and Seller shall retain the
proceeds of all insurance related to such damage.  If such damage shall not be completely
repaired prior to the Closing Date but Seller is diligently proceeding to
repair, then Seller shall complete the repair after the Closing Date and shall
be entitled to receive the proceeds of all insurance related to such damage
after repair is completed; provided, however, Buyer shall have the right to
delay the Closing Date until repair is completed.  If Seller shall fail to diligently proceed to
repair such damage then Buyer shall have the right to require a closing to
occur and the Purchase Price (and specifically the cash portion payable at the
Closing Date) shall be reduced by the cost of such repair, or at Buyer’s
option, the Seller shall assign to Buyer all right to receive the proceeds of
all insurance related to such damage and the Purchase Price shall remain the
same.  For purposes of this Section, the
words, “substantially damaged” mean damage that would cost $75,000.00 or more
to repair.


 


e.             Condemnation.  If, prior to the Closing Date, eminent domain
proceedings are commenced against all or any part of the Property, Seller shall
immediately give notice to Buyer of such fact and the Closing Date shall be
immediately postponed for thirty days, and Buyer will have the option (to be
exercised within thirty days after receipt of Seller’s notice), to terminate
this Agreement, in which event neither party will have further obligations
under this Agreement.  If Buyer shall
fail to give such notice then there shall be no reduction in the Purchase
Price, and Seller shall assign to Buyer at the Closing Date all of Seller’s
right, title and interest in and to any award made or to be made in the
condemnation proceedings.  Prior to the
Closing Date, Seller shall not designate counsel, appear in, or otherwise act
with respect to the condemnation proceedings without Buyer’s prior written
consent.


 


f.              Mutual
Indemnification.  Except for any
claim or cause of action relating to the ownership, operation or maintenance to
the metal storage building located southeast of the “EMD East Facility,” Seller
agrees to indemnify Buyer against all liabilities (including reasonable
attorneys’ fees in defending against claims) asserted by any party other than
Seller or Buyer arising out of the ownership, operation or maintenance of the
Property


 


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prior to July 30,
1996.  The date for the termination of
Seller’s indemnification for such metal storage building shall be the Closing
Date.  Buyer agrees to indemnify Seller
against all liabilities (including reasonable attorneys’ fees in defending
against claims) asserted by any party other than Seller or Buyer arising out of
the ownership, operation or maintenance of the Property after July 30,
1996.  With respect to the metal storage
building located southeast of the “EMD East Facility,” the obligation of Buyer
to indemnify Seller shall commence on the day after the Closing Date.  Such rights to indemnification will not arise
to the extent that (i) the party seeking indemnification actually receives
insurance proceeds or other cash payments directly attributable to the
liability in question (net of the cost of collection, including reasonable
attorneys’ fees) or (ii) the claim for indemnification arises out of the act or
neglect of the party seeking indemnification. 
If and to the extent that the indemnified party has insurance coverage,
or the right to make a claim against any third party for any amount to be
indemnified against as set forth above, the indemnified party will, upon full
performance by the indemnifying party of their indemnification obligations,
assign such rights to the indemnifying party or, if such rights are not
assignable, the indemnified party will diligently pursue such rights by
appropriate legal action or proceeding and assign the recovery and/or right of
recovery to the indemnifying party to the extent of the indemnification payment
made by such party.


 


g.             Brokers.  Seller and Buyer represent and warrant to
each other that they have dealt with no brokers or finders in connection with
this transaction.


 


8.             Closing
and Possession.  The consummation of
the transactions contemplated under this Agreement (“Closing”) shall be held on
March 31, 2005 (“Closing Date”) in the offices of Buyer, which is 4065
Theurer Blvd., Winona, Minnesota 55987-5025, or at such other time and place as
may be mutually agreed upon by Buyer and Seller.  Possession of the Property shall be delivered
to Buyer immediately after Closing. 
Seller shall remove all personal property, debris and garbage from the
metal shed building on or before the Closing Date.


 


a.             Seller’s
Closing Obligations.  On the Closing
Date, Seller shall execute and/or deliver to Buyer the following (collectively “Seller’s
Closing Documents”) in form reasonably satisfactory to Buyer:


 


i.              Warranty
Deed.  A Warranty Deed, conveying the
Real Property to Buyer, free and clear of all encumbrances, except the
Permitted Encumbrances.


 


ii.             Lease
Termination Agreement.  A Lease
Termination Agreement executed by Seller and Buyer pertaining to the existing
Lease Agreements affecting the Real Property, whereby each party releases the
other from any and all existing and future claims,


 


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whether known or unknown,
pending or threatened, actual or contingent, that arise out of or are related
to the Lease Agreements or the lease or use of the Real Property in general.


 


iii.            Bill
of Sale.  A Bill of Sale, in form
reasonably satisfactory to Buyer, conveying the Personal Property to Buyer,
free and clear of all liens and encumbrances.


 


iv.            Assignment
of Contracts.  An Assignment and
Assumption of Contracts, in form reasonably satisfactory to Buyer, conveying
Contracts to Buyer, free and clear of all encumbrances, together with the
consent of all parties having a right to consent to such Assignment.


 


v.             Title
Policy.  The Title Policy, or a
suitably marked-up Commitment for Title Insurance initialed by Title, in the
form required by this Agreement.


 


vi.            Bring-Down
Certificate.  The Bring-down
Certificate (as defined in Section 6.a.


 


vii.           Seller’s
Affidavit.  An Affidavit of Title by
Seller indicating that on the Closing Date there are no outstanding,
unsatisfied judgments, tax liens or bankruptcies against or involving Seller or
the Property; that there has been no skill, labor or material furnished to the
Property at the instance of Seller for which payment has not been made or for
which mechanics’ liens could be filed; and that there are no other unrecorded
interests in the Property created or suffered by Seller; together with whatever
standard owner’s affidavit and/or indemnity which may be required by Title to
issue an Owner’s Policy of Title Insurance with the standard exceptions waived.


 


viii.          FIRPTA Affidavit.  A
non-foreign affidavit, properly executed, containing such information as is
required by IRC Section 1445(b)(2) and its regulations.


 


ix.            Other
Documents.  All other documents reasonably
determined by Buyer to be necessary to transfer the Property to Buyer free and
clear of all encumbrances, except the Permitted Encumbrances.


 


b.             Buyer’s
Closing Obligations.  On the Closing
Date, Buyer will execute and/or deliver to Seller the following (collectively “Buyer’s
Closing Documents”) in form reasonably satisfactory to Seller:


 


i.              Documents.  Such Affidavits of Buyer, Certificates of
Value or other documents as may be reasonably required by Title in order to


 


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record the Seller’s Closing
Documents and issue the Title Insurance Policy required by this Agreement; and


 


ii.             Purchase
Price.  Payment by Buyer to Seller of
Purchase Price.


 


9.             Miscellaneous
Provisions.


 


a.             Performance.  Time is of the essence for all provisions of
this Agreement.


 


b.             Survival.  All of the terms of this Agreement to be
performed or enforceable after the Closing shall survive the Closing and
delivery of the Warranty Deed to Buyer, and shall be enforceable after the
Closing.


 


c.             Notices.  Any notice required or permitted to be given
by any party upon the other is given in accordance with this Agreement if it is
directed to Seller by delivering it personally to Seller; or if it is directed
to Buyer, by delivering it personally to Buyer; or if mailed by United States
registered or certified mail, return receipt requested, postage prepaid; or if
transmitted by facsimile, copy followed by mailed notice as above required; or
if overnight courier, properly addressed as follows:


 


If to Buyer:            Benchmark
Electronics, Inc.

Attn:  Jamey Lideen

Winona Division

4065 Theurer Blvd.

Winona, MN  55987


 


If to Seller:             David
H. Arnold

Daniel M. Rukavina

1853 Edgewood Road

Winona, MN  55987


 


Notice shall be deemed effective on the earlier of the date of receipt
or the date of deposit as aforesaid; provided, however, that if notice is given
by deposit, that the time for response to any notice by the other party shall
commence to run one business day after any such deposit.  Any party may change their address for the
service of notice by giving written notice of such change to the other party,
in any manner above specified, ten (10) days prior to the effective date of
such change.


 


d.             Captions.  The paragraph headings or captions appearing
in this Agreement are for convenience only, are not a part of this Agreement
and are not to be considered in interpreting this Agreement.


 


e.             Modification.  Buyer and Seller may modify this Agreement or
waive any of their terms in writing only.


 


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f.              Binding
Effect.  This Agreement binds and
benefits the parties and their successors and assigns.


 


g.             Remedies.  If Buyer defaults under this Agreement,
Seller may, in addition to any other remedy available to Seller at law or
equity, terminate this Agreement by giving written notice of termination to
Buyer, which notice shall specify the default. 
If Buyer fails to cure the default within 30 days of the date of such
notice, Seller may, in addition to any other remedy available to Seller at law
or equity, terminate this Agreement. If Seller defaults under this Agreement,
Buyer may seek from Seller (i) specific performance of this Agreement or (ii)
damages.  However, Buyer shall have no
right to seek damages from Seller for Buyer’s loss of their bargain in failing
to acquire the Property.


 


h.             Controlling
Law.  This Agreement has been made
under the laws of the State of Minnesota, and such laws will control its
interpretation.


 


i.              Like Kind
Exchange. Buyer and Seller acknowledge that Seller may wish to structure
Seller’s disposition of the Property in a manner intended by Seller to
constitute an exchange of the Property for property of a like kind (the
``Replacement Property’’) pursuant to Section 1031 of the Internal Revenue
Code of 1986, as amended (an ``Exchange’’). Notwithstanding anything in this
Agreement to the contrary, Seller may assign Seller’s interest in this
Agreement, without Buyer’s consent, to such person or entity as Seller may
designate to serve as a Qualified Intermediary (within the meaning of Treasury
Regulation § 1.1031(k)-1(g)(4)) for the sole purpose of enabling Seller to
effect such an Exchange; provided, however, that notwithstanding any such
assignment, Seller shall not be released from any of Seller’s liabilities,
obligations or covenants under this Agreement.


 


Buyer shall cooperate in all reasonable respects with Seller to effect
any Exchange; provided, however, that (i) Seller’s ability to consummate an
Exchange shall not be a condition to the obligations of Seller under this
Agreement, and Buyer does not warrant and shall not be responsible for any of
the tax consequences to Seller with respect to the transactions contemplated
hereunder, and (ii) Buyer shall not be required to incur any additional costs
or expenses as a result of any Exchange.


 


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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
effective as of the day and year first above written.


 


SELLER:


 


 


	
   

  	
  /s/ David H.
  Arnold

  	
   

  	
  3/9/05

  
	
   

  	
  David H.
  Arnold

  	
   

  	
  Date

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  /s/ Muriel
  M. Arnold

  	
   

  	
  3/9/05

  
	
   

  	
  Muriel M.
  Arnold

  	
   

  	
  Date

  



 


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SELLER:


 


 


	
   

  	
  /s/ Daniel
  M. Rukavina

  	
   

  	
  3/8/05

  
	
   

  	
  Daniel M.
  Rukavina

  	
   

  	
  Date

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  /s/ Patricia
  A. Rukavina

  	
   

  	
  3/8/05

  
	
   

  	
  Patricia A.
  Rukavina

  	
   

  	
  Date

  



 


 


(Signature Page to Real Estate
Purchase Agreement by and between Benchmark Electronics, Inc., David H. Arnold,
Muriel M. Arnold, Daniel M. Rukavina and Patricia A. Rukavina)


 


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BUYER:


 


	
   

  	
  BENCHMARK ELECTRONICS, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Cary T.
  Fu

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its:

  	
  President
  and CEO

  	
   

  
	
   

  	
   

  	
  Date:

  	
  3/10/05

  	
   

  	
   

  
								



 


 


(Signature Page to Real Estate
Purchase Agreement by and between Benchmark Electronics, Inc., David H. Arnold,
Muriel M. Arnold, Daniel M. Rukavina and Patricia A. Rukavina)


 


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EXHIBIT
A


 


Legal
Description of the Real Property:


 


Lots One (1), Two (2), and
Three (3), Block Two (2), Goodview Industrial Park, being located upon and forming
a part of the Southeast Quarter of the Southwest Quarter (SE 1⁄4 of SW 1⁄4) of Section Seventeen
(17), Township One Hundred Seven (107) North, of Range Seven (7), West of the
Fifth Principal Meridian, Winona County, Minnesota.


 


That part of the Southeast Quarter
of the Southwest Quarter (SE 1⁄4 of SW 1⁄4) of Section Seventeen (17),
Township One Hundred Seven (107) North, of Range Seven (7), West of the Fifth
Principal Meridian, Winona County, Minnesota, described as follows:


 


Commencing at the Southeast corner of said SE
1⁄4 of the SW 1⁄4, thence on an assumed bearing of North along the East line of
said SE 1⁄4 of the SW 1⁄4, a distance of 1.20 feet to the Northerly right of way
line of the Soo Line Railroad Company; thence North 61 degrees 57 minutes 00
seconds West along said Northerly right of way line, a distance of 336.75 feet
to a point on said right of way line a distant 134.60 feet Southeasterly of the
most Southerly corner of Lot 1, Block 2, record plat of Goodview Industrial
Park, Winona County, Minnesota, and the point of beginning of the land to be
described; thence continue North 61 degrees 57 minutes 00 seconds West, along
said right of way line, 134.60 feet to said most Southerly corner of Lot 1;
thence North 27 degrees 55 minutes East, along the Southeasterly line of said
Lot 1, a distance of 240.00 feet to the most Easterly corner of said Lot 1;
thence South 61 degrees 57 minutes 00 seconds East, along the Southwesterly
line of Lot 3, said Block 2, a distance of 134.60 feet to the most Southerly
corner of said Lot 3; thence South 27 degrees 55 minutes West, 240.00 feet to
the point of beginning.


 


[The description above includes the metal
storage building.  The following is the
description of the EMD Central (formerly DCM) property.]


 


Lot Five (5), Block One (1),
Goodview Industrial Park, being located upon and forming a part of the
Southeast Quarter of the Southwest Quarter (SE 1⁄4 of SW 1⁄4) of Section Seventeen
(17), Township One Hundred Seven (107) North, of Range Seven (7), West of the
Fifth Principal Meridian, Winona County, Minnesota.


 


That part of Lot Four (4),
Block One (1), said Goodview Industrial Park, lying southwesterly of the
following described line and its extensions:


 


Commencing at the most
northerly corner of said Lot 4; thence on an assumed bearing of South 32
degrees 35 minutes West, along the north-westerly line of said Lot 4, a
distance of 338.04 feet to the point of beginning of the line to be described;
thence south 63 degrees 09 minutes 38 seconds East, 199.99 feet to the
southeasterly line of said Lot 4, and said herein described line there
terminating.


 





















 


PERMITTED
ENCUMBRANCES


 


Exceptions listed and described
in Title Insurance Policies #2745 C-1 and #2745 C-2, dated July 30, 1996,
issued by Chicago Title Insurance Company.


See attached.


 





















 


EXHIBIT
B


 


Contracts


 


None.


 





















 


EXHIBIT
C


 


Well
Disclosure