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