-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J/Nt/JD2bKS//2v/FOBaiNLXL4AStC/W/D0VG3AYHm3zClaAF2hPruLGE1uzdlAo CfurlXdLz5Ux3wT+55lUTQ== 0000950153-96-001060.txt : 19961218 0000950153-96-001060.hdr.sgml : 19961218 ACCESSION NUMBER: 0000950153-96-001060 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19961102 FILED AS OF DATE: 19961217 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONTINENTAL CIRCUITS CORP CENTRAL INDEX KEY: 0000822973 STANDARD INDUSTRIAL CLASSIFICATION: PRINTED CIRCUIT BOARDS [3672] IRS NUMBER: 860267198 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-25554 FILM NUMBER: 96681977 BUSINESS ADDRESS: STREET 1: 3502 E ROESER RD CITY: PHOENIX STATE: AZ ZIP: 85040 BUSINESS PHONE: 6022683461 MAIL ADDRESS: STREET 1: 3502 E ROESER ROAD CITY: PHOENIX STATE: AZ ZIP: 85040 10-Q 1 FORM 10-Q FOR THE PERIOD ENDED NOVEMBER 2, 1996. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended November 2, 1996 -------------------------- OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the transition period from to ------------ ---------- Commission file number 0-25554 ------------------- CONTINENTAL CIRCUITS CORP. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 86-0267198 -------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 3502 East Roeser Road, Phoenix, Arizona 85040 - --------------------------------------- ------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (602) 268-3461 - ------------------------ No Change - -------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report.) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- ----- The number of shares outstanding of each of the issuer's classes of common stock was 7,195,325 shares common stock, par value $.01, as of December 1, 1996. 2 CONTINENTAL CIRCUITS CORP. PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS CONTINENTAL CIRCUITS CORP. CONDENSED STATEMENTS OF INCOME (Unaudited) (In thousands, except per share data)
Three months ended November 2, October 31, -------- -------- 1996 1995 ---- ---- Net sales $ 27,123 $ 28,508 Cost of products sold 22,660 22,775 -------- -------- Gross profit 4,463 5,733 Selling, general and administrative expenses 2,030 1,913 -------- -------- Income from operations 2,433 3,820 Other (income) expense: Interest expense 64 110 Other 4 (13) -------- -------- Income before income taxes 2,365 3,723 Income taxes 932 1,475 -------- -------- Net income $ 1,433 $ 2,248 ======== ======== Net income per share $ 0.19 $ 0.30 ======== ======== Number of shares used in computing net income per share 7,424 7,430 ======== ========
See notes to condensed financial statements. 3 CONTINENTAL CIRCUITS CORP. CONDENSED BALANCE SHEETS (In thousands, except share data)
November 2, July 31, 1996 1996 ---- ---- Assets (Unaudited) Current assets: Cash and cash equivalents $ 5,584 $ 3,851 Accounts receivable, less allowance of $39 at November 2, 1996 and $167 at July 31, 1996 15,935 15,114 Inventories 5,981 4,796 Prepaid expenses, income taxes and other 265 499 Deferred income taxes 714 714 ------- ------- Total current assets 28,479 24,974 Property, plant, and equipment: Land 3,171 2,899 Buildings and improvements 19,267 18,353 Machinery & equipment 54,923 53,065 ------- ------- 77,361 74,317 Accumulated depreciation 41,600 40,200 ------- ------- 35,761 34,117 Other assets 518 495 ------- ------- Total assets $64,758 $59,586 ======= ======= Liabilities and shareholders' equity Current liabilities: Accounts payable $ 8,746 $ 7,193 Accrued vacation 818 720 Other accrued expenses 1,994 1,332 Income taxes 673 - Current portion of long-term debt 1,000 1,000 ------- ------- Total current liabilities 13,231 10,245 Long-term debt, less current portion 4,083 3,333 Deferred income taxes 1,976 1,976 Commitments and contingencies Total shareholders' equity 45,468 44,032 ------- ------- Total liabilities and shareholders' equity $64,758 $59,586 ======= =======
See notes to condensed financial statements. 4 CONTINENTAL CIRCUITS CORP. STATEMENTS OF CASH FLOWS (Unaudited) (In thousands)
Three months ended November 2, October 31, --------------------- 1996 1995 ---- ---- Operating activities Net income $ 1,433 $ 2,248 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 1,400 1,528 Deferred income taxes - 1 Provision for doubtful accounts 6 6 Changes in operating assets and liabilities: Accounts receivable (827) (2,887) Inventories (1,185) (443) Prepaid expenses, income taxes and other 234 (152) Other assets (23) 13 Accounts payable 1,553 507 Accrued expenses 760 141 Income taxes payable 673 867 ------- -------- Net cash provided by operating activities 4,024 1,829 Investing activities Purchases of property, plant, and equipment (3,044) (3,285) Financing activities Principal payments on long-term debt (250) (536) Borrowings under long-term debt and line of credit 1,000 2,036 Proceeds from issuance of common stock, net of issuance costs 3 18 ------- -------- Net cash provided (used) by financing activities 753 1,518 ------- -------- Net increase in cash and cash equivalents 1,733 62 Cash and cash equivalents at beginning of period 3,851 2,038 ------- -------- Cash and cash equivalents at end of period $ 5,584 $ 2,100 ======= ========
See notes to condensed financial statements 5 CONTINENTAL CIRCUITS CORP. Notes to Condensed Financial Statements (Unaudited) November 2, 1996 Note 1. Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three month period ended November 2, 1996 are not necessarily indicative of the results that may be expected for the year ended July 31, 1997. Note 2. Inventories The components of inventory consist of the following:
November 2, July 31, 1996 1996 ---- ---- (In thousands) Raw material $ 636 $ 649 Work in process 3,676 2,487 Finished goods 1,669 1,660 ------- ------- $ 5,981 $ 4,796 ======= =======
6 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS INTRODUCTION Except for historical information contained herein, the information in this document contains forward-looking statements which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties that could cause the Company's actual performance to differ materially from the forward-looking material. Factors which could cause or contribute to such differences include, but are not limited to, the general economic and business conditions affecting the volatile electronics industry, accuracy of customer forecasts and communications with the Company, competitive pressures from other independent and captive circuit board manufacturers, the Company's manufacturing efficiency, the "Risk Factors" set forth in the Company's preliminary prospectus dated September 8, 1995, and the Company's regular financial filings with the Securities and Exchange Commission. The forward-looking statements should be considered in light of these risks and uncertainties. LIQUIDITY AND CAPITAL RESOURCES The Company has historically financed its operations primarily through cash generated from operations, although such funds have been supplemented by borrowings under a line of credit and term notes as needed. The Company's principal uses of cash historically have been to pay operating expenses, make capital expenditures and service debt. Cash generated from operations totaled $4.0 million and $1.8 million for the three months ended November 2, 1996 and October 31, 1995 respectively. Major cash uses include inventory growth of $1.2 million and accounts receivable of $800,000 for the three months ended November 2, 1996 and accounts receivable of $2.9 million for the three months ended October 31, 1995. In both periods, the Company experienced an increase in overall business activity from the corresponding prior quarter ended July 31. Net sales growth from the previous quarter ended July 31 was 10.6% and 11.6% for the three months ended November 2, 1996 and October 31, 1995 respectively. For the quarter ended November 2, 1996, total inventories grew by 24.7% from the quarter ended July 31, 1996 to support the sales increase noted above and anticipated requirements for the quarter ending February 1, 1997. All inventory growth was in manufacturing work in process. The accounts receivable increase noted above for the three months ended November 2, 1996 and October 31, 1995 was primarily a result of sales increases from their respective prior periods. Capital expenditures totaled $3.0 million and $3.3 million for the three months ended November 2, 1996 and October 31, 1995 respectively. Capital expenditures for the three months ended November 2, 1996 were for routine replacements and purchase of an adjacent building for $1.1 million. Capital expenditures for the three months ended October 31, 1995 were for routine replacements and the execution of the fiscal 1995 capital expansion plan. All purchases were financed through cash generated from operations. The Company believes that funds generated from operations and borrowing availability under the existing line of credit agreement will be sufficient through fiscal 1997. At November 2, 1996, there was no outstanding balance on the $10 million line of credit. On December 3, 1996, the Company completed the purchase of an additional adjacent building for $1.7 million for enhanced manufacturing capability. The funds for the additional building were provided from operations. As previously announced, the Company has signed a letter of intent in connection with the acquisition by the Company of Sigma Circuits, Inc. by an exchange of stock. The Company is conducting due diligence on the acquisition, and does not believe that the closing will occur in early calendar year 1997 as previously anticipated. 7 RESULTS OF OPERATIONS Comparison of Three Months ended November 2, 1996 and October 31, 1995 Net sales decreased 4.9 % to $27.1 million for the three months ended November 2, 1996 from $28.5 million for the three months ended October 31, 1995. This decrease was the result of a unit volume decrease offset by a continuing mix shift toward higher layer count, more complex products. Overall, price per layer dropped from period to period. The Company's principal customers are manufacturers and contract manufacturers of electronic devices that are subject to rapid technological change, product obsolescence and economic cycles. Gross profit as a percent of net sales decreased to 16.4 % for the three months ended November 2, 1996 from 20.1% for the three months ended October 31, 1995. This decrease was the result of additional labor costs and overtime associated with the rapid increase in business activity and the training activity for the new employees. Overhead was expensed from inventory as internal capacity exceeded the business level during the three months ended November 2, 1996. Selling, general and administrative expenses increased 6.1% to $2.0 million for the three months ended November 2, 1996 from $1.9 million for the three months ended October 31, 1995. This increase was primarily the result of administrative salaries and advertising. Income from operations decreased 36.3% to $2.4 million, or 9.0% of net sales, for the three months ended November 2, 1996 from $3.8 million, or 13.4 % of net sales, for the three months ended October 31, 1995 as a result of the above factors. Interest expense decreased 41.8 % to $64,000 for the three months ended November 2, 1996 from $110,000 for the three months ended October 31, 1995. Interest expense is net of interest earned on cash balances and interest expense on long-term debt obligations. This decrease was a result of higher interest earned during the three months ended November 2, 1996 due to a larger average cash balance than during the three months ended October 31, 1995. Income taxes decreased 36.8 % to $900,000 for the three months ended November 2, 1996 from $1.5 million for the three months ended October 31, 1995. The decrease was a result of the decrease in income before taxes. 8 PART II - OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The Company's annual meeting of stockholders was held on December 13, 1996 in Phoenix, Arizona. The election of three directors for three year terms, the approval of the Continental Circuits Corp. Employee Stock Purchase Plan ("ESOP") and the approval of the Continental Circuits Corp. 1996 Stock Option Plan ("Stock Option Plan") were the matters before the security holders. Results of the shareholder action are set forth in the following table:
With- Non- To elect: For %* Against %* Held %* Votes %* --- -- ------- -- ---- -- ----- -- Angelo A. DeCaro, Jr 5,648,981 78.5 0 0.0 102,283 1.4 0 0.0 Albert A. Irato 5,727,481 79.6 0 0.0 23,783 0.3 0 0.0 John W. Nance 5,699,981 79.2 0 0.0 51,283 0.7 0 0.0 ESOP 4,050,831 56.3 50,459 0.7 26,935 0.4 1,623,039 22.6 Stock Option Plan 2,457,990 34.2 1,611,137 22.4 32,955 0.5 1,649,182 22.9 Total Shares Voted 5,751,264 79.9 Total Shares Unvoted 1,443,461 20.1 Total Shares Outstanding 7,194,725
* Percentages are stated in terms of total shares outstanding. ITEM 5. OTHER INFORMATION On November 4, 1996, the Company announced that it had recently signed an interim, non-exclusive sub-licensing agreement with Hewlett-Packard Company that grants the Company the rights to use DYCOstrate(R), an advanced interconnect substrate production technology. DYCOstrate(R) is a plasma etching process used to produce extremely small (under .006-inch) diameter holes, or "microvias" in interconnect products. With it, the Company can produce the smaller form factors, higher circuit densities, and more effectively manage the heat requirements of advanced, high-performance computer, telecommunication, instrumentation and aerospace applications. The Company has adopted a 4-4-5 calendar with thirteen weeks in each quarter, with each quarter ending on a Saturday, except for the last quarter of the fiscal year, which will still end on July 31 of each calendar year. For the fiscal year ended July 31, 1997, the quarters will end on November 2, 1996, February 1, 1997, May 3, 1997 and July 31, 1997. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits See Exhibit Index following the signature page, which is incorporated herein by this reference. (b) Reports on Form 8-K One report on Form 8-K was filed during the quarter ended November 2, 1996. The report on Form 8-K was filed on October 15, 1996. The report announced the signing of a letter of intent by the Company pertaining to the acquisition of Sigma Circuits, Inc. No financial statements were filed with the report. 9 FORM 10-Q a letter of intent by the Company pertaining to the acquisition of Sigma Circuits, Inc. No financial statements were filed with the report. 10 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CONTINENTAL CIRCUITS CORP. (Registrant) Date: December 17, 1996 By: /s/ Frederick G. McNamee, III ----------------------------- Frederick G. McNamee, III Chairman of the Board, President and Chief Executive Officer Date: December 17, 1996 By: /s/ Joseph G. Andersen ---------------------- Joseph G. Andersen Vice-President of Finance, Chief Financial Officer, Secretary and Treasurer 11 EXHIBIT INDEX TO CONTINENTAL CIRCUITS CORP. FORM 10-Q QUARTERLY REPORT FOR THE QUARTER ENDED NOVEMBER 2, 1996 (Commission File 0-25554) Exhibit Description - ------- ----------- 3.1 Certificate of Incorporation of Registrant, as amended (1) 3.2 Bylaws of Registrant, as amended (1) 10.1 Purchase and Sale Agreement between IPEC Planar Phoenix, Inc. and Registrant dated August 2, 1996. 10.2 Purchase and Sale Agreement between Arizona Refrigeration Supplies, Inc. and Registrant dated December 3, 1996. 11 Statement re: computation of net income per share 27 Financial Data Schedule - ---------------------- (1) Incorporated by reference to identically numbered exhibit in Registrant's registration statement on Form S-1 (SEC File No. 33-88368), as amended, initially filed on January 9, 1995. EX-10.1 2 PURCHASE AND SALE AGREEMENT BETWEEN IPEC 1 EXHIBIT 10.1 PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is made by and between IPEC PLANAR PHOENIX, INC., a Delaware corporation formerly known as Westech Systems, Inc. ("Seller"), and CONTINENTAL CIRCUITS CORP., a Delaware corporation ("Purchaser"). In consideration of the mutual covenants and representations herein contained, Seller and Purchaser agree as follows: 1. PURCHASE AND SALE 1.1 Purchase and Sale. Subject to the terms and conditions of this Agreement, Seller hereby agrees to sell and convey to Purchaser, and Purchaser hereby agrees to purchase from Seller, all of the Seller's assignable and transferable right, title and interest in and to the following described property (herein collectively called the "Property"): (a) Land. That certain tract of land (the "Land") located in the City of Phoenix, Maricopa County, Arizona, being more particularly described on Exhibit A attached hereto and made a part hereof. (b) Easements. All easements, if any, benefiting the Land or the Improvements (as hereinafter defined). (c) Rights and Appurtenances. All rights and appurtenances pertaining to the Land, including any right, title and interest of Seller in and to adjacent streets, alleys or rights-of-way. (d) Improvements. All improvements and related amenities known as "Building One" (the "Improvements") in and on the Land, and having an address of 3502 East Atlanta Avenue, Phoenix, Arizona 85040. (e) Personal Property. All appliances, fixtures, equipment, machinery, furniture, carpet, drapes and other personal property, if any, owned by Seller and located on or about the Land and the Improvements, and any transferable equipment leases (the "Personal Property"). 2. PURCHASE PRICE 2.1 Purchase Price. The purchase price (the "Purchase Price") for the Property shall be ONE MILLION ONE HUNDRED THOUSAND AND NO/100 DOLLARS ($1,100,000) and shall be paid in cash by Purchaser to Seller at the Closing (as defined herein) 2 by wire transfer in accordance with the following wire transfer instructions (the "Wiring Instructions"): First Interstate Bank of Arizona, N.A. ABA #122100011 For the Account of Integrated Process Equipment Corp. Account #082020328 Re: 3502 East Atlanta Avenue Telephone notification to: John S. Hodgson (602) 517-7216 3. EARNEST MONEY; EFFECTIVE DATE 3.1 Earnest Money. Purchaser shall deliver to the Title Company (as defined in Section 6.1) within two (2) business days after the date this Agreement is delivered to the Title Company by Seller, by check (subject to collection) or by wire transfer, the amount of FIFTY THOUSAND AND NO/100 DOLLARS ($50,000.00) (which amount, together with all interest accrued thereon, if any, is herein called the "Earnest Money") to be invested by the Title Company in an interest-bearing account as Purchaser and Seller shall direct. Seller shall have the option of terminating this Agreement if the full amount of Earnest Money is not delivered to the Title Company as prescribed in this Section 3.1. Purchaser agrees to promptly deliver or cause the Title Company to deliver written acknowledgement by the Title Company that the executed copy of this Agreement and the Earnest Money have been received by and are being held by the Title Company pursuant to the terms of this Agreement. If the sale of the Property is consummated under this Agreement, the Earnest Money shall be paid to Seller and applied to the payment of the Purchase Price at Closing (as hereinafter defined). If Purchaser terminates this Agreement in accordance with any right to terminate granted to Purchaser by the terms of this Agreement, the Earnest Money shall be immediately returned to Purchaser, and no party hereto shall have any further obligations under this Agreement except for such obligations which by their terms expressly survive the termination of this Agreement (the "Survival Obligations"). Purchaser agrees to deliver to Seller copies of all Reports (as defined in Section 4.2 hereof) at the time the notice to terminate this Agreement is given. The obligations to deliver the Reports shall survive the termination of this Agreement. In no event shall any Earnest Money be returned to Purchaser hereunder until all Reports have been delivered to Seller. 3.2 Effective Date. As used herein, the term "Effective Date" means the first date the Title Company is in receipt of both this Agreement executed by both Purchaser and Seller (whether in counterparts or not) and the Earnest Money. 4. CONDITIONS TO CLOSING 4.1 Seller's Obligations. Seller shall promptly deliver to Purchaser (at Seller's expense) a Commitment for Owner's Policy of Title Insurance (the "Title Commitment") with respect to the Property, issued by the Title Company, and copies of any restrictive covenants, 2 3 easements, and other items listed as title exceptions therein. Seller's failure to promptly deliver to Purchaser the Title Commitment shall not result in the extension of the Closing Date and Purchaser's sole remedy therefor shall be Purchaser's right to terminate this Agreement by delivering written notice thereof to Seller on or before 3:00 p.m. Phoenix, Arizona time on Monday, July 22, 1996 (such date and time being the "Approval Deadline"), and receive a return of the Earnest Money, in which event neither party shall have any obligation hereunder except for the Survival Obligations. 4.1.1 Purchaser's Satisfaction. Prior to the Approval Deadline, the following matters shall be conditions precedent to Purchaser's obligations under this Contract: (a) Purchaser's being satisfied, in Purchaser's sole discretion, with the updated survey of the Property (the "Survey"). (b) Purchaser's being satisfied, in Purchaser's sole discretion, with the Title Commitment, including the information reflected therein. (c) Purchaser's being satisfied, in Purchaser's sole discretion, with the results of its environmental investigation (the "Environmental Report"). (d) Purchaser's being satisfied, in Purchaser's sole discretion, with the results of its structural investigation (the "Structural Report"). (e) Purchaser's being satisfied, in Purchaser's sole discretion, with the review of the Property, pursuant to 36 CFR Part 800, investigating the potential for "cultural resources" located thereupon (the "Other Reports"). If Purchaser is not satisfied in its sole discretion as to any of the items listed above in Sections 4.1.1(a) through 4.1.1(e) above, Purchaser may give notice thereof to Seller before the Approval Deadline whereupon this Agreement shall terminate, and upon such termination, Purchaser shall be entitled to the return of the Earnest Money (subject to Purchaser's delivery of the Reports to Seller as required by Section hereof), and neither party shall have any further obligation hereunder except for the Survival Obligations. If Purchaser fails to give notice to Seller before the Approval Deadline that Purchaser is not satisfied with any of the items listed in Sections 4.1.1(a) through 4.1.1(e) above, Purchaser shall be deemed to be satisfied with such matters and the conditions precedent in this Section 4.1.1 shall be deemed to be satisfied. 4.1.2 Title Commitment and Survey. (a) In the event (i) the Survey shows any easement, right-of-way, encroachment, conflict, protrusion or other matter affecting the Property that is unacceptable to Purchaser, or (ii) any exceptions appear in the Title Commitment other than the standard printed exceptions set forth in the standard form of Commitment for Title Insurance, that are unacceptable to Purchaser, Purchaser shall, prior to the Approval Deadline, notify Seller in writing of such facts and the reasons therefor ("Purchaser's Objections"). Following the Approval Deadline, except for Purchaser's Objections if same are timely raised, Purchaser shall be deemed to have 3 4 accepted the form and substance of the Survey, all matters shown thereon, all exceptions to the Title Commitment and other items shown thereon. Notwithstanding anything to the contrary contained herein, Seller shall have no obligations to take any steps or bring any action or proceeding or otherwise to incur any effort or expense whatsoever to eliminate or modify any of the Purchaser's Objections. In the event Seller is unable or unwilling to eliminate or modify Purchaser's Objections to the reasonable satisfaction of Purchaser, Purchaser may (as its sole and exclusive remedy) terminate this Agreement by delivering notice thereof in writing to Seller on or before 9:00 a.m. Phoenix, Arizona time on the Closing Date, in which event neither party shall have any obligations hereunder other than the Survival Obligations. Notwithstanding anything contained in this Section 4.1.2 to the contrary, in the event Purchaser does not receive all items to be delivered to Purchaser under Section 4.1(a) and (b) in the time frame set forth therein, Purchaser's rights shall be to terminate this Agreement as set forth in Section 4.1, and such rights shall not be modified or extended by the terms of this Section 4.1.2. (b) The term "Permitted Exceptions" as used herein includes: (i) any easement, right of way or other matter or record, any encroachment, conflict, discrepancy, overlapping of improvements, protrusion, lien, encumbrance, restriction, condition, covenant or other matter with respect to the Property that an inspection of the Property would reveal and/or is reflected or addressed on the Survey or the Title Commitment to which Purchaser fails to timely object pursuant to Section 4.1.2(a) of this Agreement; and (ii) any Purchaser's Objection that remains uncured after 9:00 a.m. Phoenix, Arizona time on the Closing Date. 4.1.3 Limitations of Seller's Obligations. Notwithstanding anything contained herein to the contrary, Seller shall have no obligation to take any steps, bring any action or proceeding or incur any effort or expense whatsoever to eliminate, modify or cure any objection Purchaser may have pursuant to Section 4.1.1, Section 4.1.2 or Section 4.2. 4.2 Inspection. Purchaser may inspect the Property at any reasonable time during business hours at any time prior to the Approval Deadline. If either of the Environmental Report, the Structural Report or the Other Reports (but only those reports, and no others) reveals any fact or condition unacceptable to Purchaser, Purchaser shall notify Seller in writing prior to the Approval Deadline of such unacceptable fact or condition and Seller shall have the right (without any obligation to do so) to correct same by the Closing Date. If Seller does not correct such unacceptable fact or condition by the Closing Date, Purchaser may terminate this Agreement and neither party shall have any further right or obligation hereunder other than the Survival Obligations. If Purchaser does not give such notification to Seller in writing prior to the Approval Deadline, the inspection of the Property shall be deemed satisfactory to Purchaser and Purchaser shall be deemed to have agreed to assume all obligations from and after the Closing Date with respect to the Contracts in accordance with the terms of the Bill of Sale Assignment and Assumption Agreement attached hereto as Exhibit C. All information provided by Seller to Purchaser or obtained by Purchaser relating to the Property in the course of Purchaser's review, including, without limitation, any environmental assessment or audit, (collectively, the "Reports") shall be treated as confidential information by Purchaser and Purchaser shall instruct all of its employees, agents, representatives and contractors as to the 4 5 confidentiality of all such information, other than, with respect to the Environmental Report, information required to be disclosed to governmental agencies. To the extent Purchaser disturbs the Property, Purchaser shall return the Property as closely as possible to the condition in which it existed prior to such disturbance. Purchaser shall obtain the written consent of Seller to the scope and method of any investigation of Purchaser that materially alters the condition of the Property or any environmental assessment or audit other than a Phase I. The consent of Seller shall not be unreasonably withheld. Purchaser shall be liable for all damage or injury to any person or property resulting from, relating to or arising out of any inspection of the Property, whether occasioned by the acts of Purchaser or any of its employees, agents, representatives or contractors, and Purchaser shall indemnify and hold harmless Seller and its respective agents, employees, officers, directors, affiliates, attorneys and asset managers from any liability resulting therefrom. This indemnification by Purchaser shall survive the Closing or the termination of this Agreement, as applicable. 4.3 Purchaser's Representations and Warranties. Purchaser represents and warrants to Seller that (a) Purchaser is a corporation, duly organized and in good standing under the laws of the State of Delaware, is qualified to do business in the State of Arizona and has the power to enter into this Agreement and to execute and deliver this Agreement and to perform all duties and obligations empowered upon it hereunder, and Purchaser has obtained all necessary corporate authorizations required in connection with the execution, delivery and performance contemplated by this Agreement and has obtained the consent of all entities and parties necessary to bind Purchaser to this Agreement, and (b) neither the execution nor the delivery of this Agreement, nor the consummation of the purchase and sale contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement conflict with or will result in the breach of any of the terms, conditions, or provisions of any agreement or instrument to which Purchaser, or any partner or related entity or affiliate of Purchaser, is a party or by which Purchaser, any partner or related entity or affiliate of Purchaser, or any of Purchaser's assets is bound. Purchaser's representations and warranties set forth in this Section 4.3 shall survive the Closing or termination of this Agreement, as applicable. 4.4 Seller's Representations and Warranties. Seller represents and warrants to Purchaser that (a) Seller is a corporation, duly organized and in good standing under the laws of the State of Delaware, is qualified to do business in the State of Arizona and Seller has the full corporate right, power and authority, without the joinder of any other person or entity, to enter into, execute and deliver this Agreement, and to perform all duties and obligations imposed on Seller under this Agreement, and Seller has obtained all necessary corporate authorizations required in connection with the execution, delivery and performance contemplated by this Agreement and has obtained the consent of all entities and parties necessary to bind Seller to this Agreement, and (b) neither the execution nor the delivery of this Agreement, nor the consummation of the purchase and sale contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement conflict with or will result in the breach of any of the terms, conditions, or provisions of any agreement or instrument to which Seller is a party or by which Seller or any of Seller's assets is bound. Seller's representations and warranties set forth in this Section 4.4 shall survive the Closing or termination of this Agreement, as applicable. 5 6 5. NO REPRESENTATIONS OR WARRANTIES BY SELLER; ACCEPTANCE OF PROPERTY 5.1 Disclaimer. PURCHASER ACKNOWLEDGES AND AGREES THAT SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE SPECIAL WARRANTY OF TITLE AS SET OUT IN THE DEED, AS DEFINED BELOW), PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE PROPERTY, (C) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER OR ANY TENANT MAY CONDUCT THEREON, (D) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, OR (H) COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING WITHOUT LIMITATION THE EXISTENCE IN OR ON THE PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED BELOW) OR THE EXISTENCE, CONDITION OR LEGAL COMPLIANCE OF ANY DRY WELLS OR (I) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY. ADDITIONALLY, NO PERSON ACTING ON BEHALF OF SELLER IS AUTHORIZED TO MAKE, AND BY EXECUTION HEREOF OF PURCHASER ACKNOWLEDGES THAT NO PERSON HAS MADE, ANY REPRESENTATION, AGREEMENT, STATEMENT, WARRANTY, GUARANTY OR PROMISE REGARDING THE PROPERTY OR THE TRANSACTION CONTEMPLATED HEREIN; AND NO SUCH REPRESENTATION, WARRANTY, AGREEMENT, GUARANTY, STATEMENT OR PROMISE IF ANY, MADE BY ANY PERSON ACTING ON BEHALF OF SELLER SHALL BE VALID OR BINDING UPON SELLER UNLESS EXPRESSLY SET FORTH HEREIN. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER AND AGREES TO ACCEPT THE PROPERTY AT THE CLOSING AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE PROPERTY. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT SELLER HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION 6. CLOSING 6 7 AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY, TRUTHFULNESS OR COMPLETENESS OF SUCH INFORMATION. SELLER IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENT, REPRESENTATION OR INFORMATION PERTAINING TO THE PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, CONTRACTOR, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE ON AN "AS IS" CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED BY PRIOR NEGOTIATION TO REFLECT THAT ALL OF THE PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. THE PROVISIONS OF THIS SECTION 5 SHALL SURVIVE THE CLOSING OR ANY TERMINATION HEREOF. 5.2 Hazardous Materials. "Hazardous Materials" shall mean any substance which is or contains (i) any "hazardous substance" as now or hereafter defined in Section 101(14) of the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amend (42 U.S.C. Section 9601 et seq.) ("CERCLA") or any regulations promulgated under CERCLA; (ii) any "hazardous waste" as now or hereafter defined in the Resource Conservation and Recovery Act (42 U.S.C. Section 6901 et seq.) ("RCRA") or regulations promulgated under RCRA; (iii) any substance regulated by the Toxic Substances Control Act (15 U.S.C. Section 2601 et seq.); (iv) gasoline, diesel fuel, or other petroleum hydrocarbons; (v) asbestos and asbestos containing materials, in any form, whether friable or non-friable; (vi) polychlorinated biphenyls; (vii) radon gas; and (viii) any additional substances or materials which are now or hereafter classified or considered to be hazardous or toxic under Environmental Requirements (as hereinafter defined) or the common law, or any other applicable laws relating to the Property. Hazardous Materials shall include, without limitation, any substance, the presence of which on the Property, (A) requires reporting, investigation or remediation under Environmental Requirements; (B) causes or threatens to cause a nuisance on the Property or adjacent property or poses or threatens to pose a hazard to the health or safety of persons on the Property or adjacent property; or (C) which, if it emanated or migrated from the Property, could constitute a trespass. 5.3 Environmental Requirements. "Environmental Requirements" shall mean all laws, ordinances, statutes, codes, rules, regulations, agreements, judgments, orders, and decrees, now or hereafter enacted, promulgated, or amended, of the United States, the states, the counties, the cities, or any other political subdivisions in which the Property is located, and any other political subdivision, agency or instrumentality exercising jurisdiction over the owner of the Property, the Property, or the use of the Property, relating to pollution, the protection or regulation of human health, natural resources, or the environment, or the emission, discharge, release or threatened release of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or waste or Hazardous Materials into the environment (including, without limitation, ambient air, surface water, ground water or land or soil). 7 8 6. CLOSING 6.1 Closing. The Closing (the "Closing") shall be held at the offices of Quarles & Brady, One East Camelback Road, Suite 400, Phoenix, Arizona 85012, and shall be conducted by Transnation Title Insurance Company (the "Title Company"), 4647 North 32nd Street, Suite 135, Phoenix, Arizona 85018, Attention: Ms. Pamela Hannappel, on Thursday, August 1, 1996 (the "Closing Date"), unless the parties mutually agree in writing upon another place, time or date. 6.2 Possession. Possession of the Property shall be delivered to Purchaser at the Closing, subject to the Permitted Exceptions. 6.3 Proration. All income, utilities and all other operating expenses with respect to the Property for the month in which the Closing occurs, and real estate and personal property taxes and other assessments with respect to the Property for the year in which the Closing occurs, shall be prorated to the date Seller receives the Purchase Price in immediately available funds with Seller receiving the benefits and burdens of ownership on the Closing Date. (a) If the Closing shall occur before income from the Property has actually been paid for the month in which the Closing occurs, the apportionment of such income shall be upon the basis of such income actually received by Seller. Subsequent to the Closing, if any such income is actually received by Purchaser, all such amounts shall first be applied to post-closing income due to Purchaser which is past due and the balance shall be immediately paid by Purchaser to Seller. Purchaser shall make a good faith effort and attempt to collect any such income not apportioned at the Closing for the benefit of Seller, however, Purchaser shall not be required to expend any funds or institute any litigation in its collection efforts. (b) If the Closing shall occur before the tax rate or the assessed valuation of the Property is fixed for the then current year, the apportionment of taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. Subsequent to the Closing, when the tax rate and the assessed valuation of the Property is fixed for the year in which the Closing occurs, the parties agree to adjust the proration of taxes and, if necessary, to refund or repay such sums as shall be necessary to effect such adjustment. If the Property is not assessed as a separate parcel for tax or assessment purposes, then such taxes and assessments attributable to the Property shall be determined by Purchaser and Seller. If, as of the Closing, the Property is not being treated as a separate tax parcel, then within thirty (30) days after the Closing, Purchaser shall, at its sole cost and expense, have the Property assessed separately for tax and assessment purposes. (c) If the Closing shall occur before the actual amount of utilities and all other operating expenses with respect to the Property for the month in which the Closing occurs are determined, the apportionment of such utilities and other operating expenses shall be upon the basis of an estimate by Seller of such utilities and other operating expenses for such month. Subsequent to the Closing, when the actual amount of such utilities and other operating expenses with respect to the Property for the month in which the Closing occurs are determined, the parties agree to adjust the 8 9 proration of such utilities and other operating expenses and, if necessary, to refund or repay such sums as shall be necessary to effect such adjustment. The agreements of Seller and Purchaser set forth in this Section 6.3 shall survive the Closing. 6.4 Closing Costs. Except as otherwise expressly provided herein, Seller shall pay, on the Closing Date, the title insurance premium for the Owner's Policy (as defined in Section 6.5(a)), one-half (1/2) of the cost of the updated Survey described in Section 4.1.1(a) and one-half (1/2) of any escrow fees and other customary charges of the Title Company, and Purchaser shall pay, on the Closing Date, all recording costs, one-half (1/2) of the cost of the updated Survey described in Section 4.1.1(a) and one-half (1/2) of any escrow fees and other customary charges of the Title Company. Except as otherwise provided herein, each party shall pay its own attorneys' fees. Seller and Purchaser have hired Quarles & Brady to document this transaction. Seller and Purchaser shall each pay one-half (1/2) of fees of Quarles & Brady except that as to fee of Roger K. Spencer, Esq. of Quarles & Brady shall be paid one-third (1/3) by Seller and two-thirds (2/3) by Purchaser. 6.5 Seller's Obligations at the Closing. At the Closing, Seller shall deliver to Purchaser the following: (a) Title Policy. Owner's Policy of Title Insurance in the standard form (the "Owner's Policy"), naming Purchaser as insured, in the amount of the Purchase Price, subject to the Permitted Exceptions. (b) Evidence of Authority. Such organizational and authorizing documents of Seller as shall be reasonably required by the Title Company to evidence Seller's authority to consummate the transactions contemplated by this Agreement. (c) Foreign Person. An affidavit of Seller certifying that Seller is not a "foreign person," as defined in the federal Foreign Investment in Real Property Tax Act of 1980, and the 1984 Tax Reform Act, as amended, in the form attached to this Agreement as Exhibit E. 6.6 Purchaser's Obligations at the Closing. At the Closing, Purchaser shall deliver to Seller the following: (a) Purchase Price. The Purchase Price by wire transfer of immediately available funds in accordance with the Wiring Instructions. (b) Evidence of Authority. Such organizational and authorizing documents of Purchaser as shall be reasonably required by Seller and/or the Title Company authorizing Purchaser's acquisition of the Property pursuant to this Agreement and the execution of this Agreement and any documents to be executed by Purchaser at the Closing. 6.7 Documents to be Executed by Seller and Purchaser. At the Closing, Seller and Purchaser shall also execute and deliver the following: 9 10 (a) Deed. Special Warranty Deed (the "Deed") in the form attached to this Agreement as Exhibit B. (b) Bill of Sale, Assignment and Assumption Agreement. Bill of Sale and Assignment and Assumption Agreement in the form attached to this Agreement as Exhibit C. (c) Affidavit. Affidavit of Property Value in the form attached to this Agreement as Exhibit D. 7. RISK OF LOSS 7.1 Condemnation. If, prior to the Closing, action is initiated to take any of the Property by eminent domain proceedings or by deed in lieu thereof, Purchaser may either at or prior to Closing (a) terminate this Agreement, or (b) consummate the Closing, in which latter event all of Seller's assignable right, title and interest in and to the award of the condemning authority shall be assigned to Purchaser at the Closing and there shall be no reduction in the Purchase Price. 7.2 Casualty. Except as provided in Sections 4.2 and 5.1 of this Agreement, Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property, or any part thereof, suffers any damage equal to or in excess of $100,000 prior to the Closing from fire or other casualty, which Seller, at its sole option, does not elect to repair, Purchaser may either at or prior to Closing (a) terminate this Agreement, or (b) consummate the Closing, in which latter event all of Seller's right, title and interest in and to the proceeds of any insurance covering such damage (less an amount equal to any expenses and costs incurred by Seller to repair or restore the Property and any portion of such proceeds paid or to be paid on account of the loss of rents or other income from the Property for the period prior to and including the Closing Date, all of which shall be payable to Seller), to the extent the amount of such insurance does not exceed the Purchase Price, shall be assigned to Purchaser at the Closing. If the Property, or any part thereof, suffers any damage less than $100,000 prior to the Closing, Purchaser agrees that it will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage plus an amount equal to Seller's deductible under its insurance policy and there shall be no reduction in the Purchase Price. 8. DEFAULT 8.1 Breach by Seller. In the event that Seller shall fail to consummate this Agreement for any reason except Purchaser's default or a termination of this Agreement by Purchaser or Seller pursuant to a right to do so under the provisions hereof, Purchaser, as its sole and exclusive remedy, may terminate this Agreement and pursue Seller for actual damages; provided, however, in no event shall Seller be liable to Purchaser for any punitive, speculative 10 11 or consequential damages. In no event shall Purchaser be entitled to the remedy of specific performance. The provisions of this Section 8.1 shall not limit or affect any of Seller's indemnities that may be provided in other Sections of this Agreement. 8.2 Breach by Purchaser. In the event that Purchaser shall fail to consummate this Agreement for any reason except Seller's default or a termination of this Agreement by Purchaser or Seller pursuant to a right to do so under the provisions hereof, Seller, as its sole and exclusive remedy, may terminate this Agreement and pursue Purchaser for actual damages; provided, however, in no event shall Purchaser be liable to Seller for any punitive, speculative or consequential damages. In no event shall Seller be entitled to the remedy of specific performance. The provisions of this Section 8.2 shall not limit or affect any of Purchaser's indemnities as provided in other Sections of this Agreement. 9. FUTURE OPERATIONS 9.1 Future Operations. (a) From the date of this Agreement until the Closing or earlier termination of this Agreement, Seller will keep and maintain the Property in substantially its condition as of the date of this Agreement. (b) From the Approval Deadline until the Closing or earlier termination of this Agreement, Seller will not lease any space in the Improvements except on terms and conditions generally accepted in like transactions and otherwise approved in writing by Purchaser. 10. MISCELLANEOUS 10.1 Notices. All notices, demands and requests which may be given or which are required to be given by either party to the other, and any exercise of a right of termination provided by this Agreement, shall be in writing and shall be deemed effective either: (a) on the date personally delivered to the address below, as evidenced by written receipt therefor, whether or not actually received by the person to whom addressed; (b) on the third (3rd) business day after being sent, by certified or registered mail, return receipt requested, addressed to the intended recipient at the address specified below; or (c) on the first (1st) business day after being deposited into the custody of a nationally recognized overnight delivery service such as Federal Express Corporation or United Parcel Service, addressed to such party at the address specified below. For purposes of this Section 10.1, the addresses of the parties for all notices are as follows (unless changed by similar notice in writing given by the particular person whose address is to be changed): 11 12 If to Seller: IPEC Planar Phoenix, Inc. 4717 East Hilton Avenue Phoenix, Arizona 85034 Attention: John S. Hodgson Tel: (602) 517-7216 Fax: (602) 517-6016 If to Purchaser: Continental Circuits Corp. 3502 East Roeser Road Phoenix, Arizona 85040 Attention: Anaya Vardya Tel: (602) 268-3461 Fax: (602) 268-8956 If to Title Company: Transnation Title Insurance Company 4647 North 32nd Street, Suite 135 Phoenix, Arizona 85018 Attention: Pamela Hannappel Tel: (602) 956-5568 Fax: (602) 957-2261 10.2 Real Estate Commissions. Seller shall pay to Lee & Associates (hereinafter called "Agent" whether one or more) upon the Closing of the transaction contemplated hereby, and not otherwise, a cash commission in the amount agreed on in a separate listing agreement between Seller and Agent. Said commission shall in no event be payable unless and until the transaction contemplated hereby is closed in accordance with the terms of this Agreement; if such transaction is not closed for any reason, including, without limitation, failure of title or default by Seller or Purchaser or termination of this Agreement pursuant to the terms hereof, then such commission will be deemed not to have been earned and shall not be due or payable. Except as set forth above with respect to Agent, neither Seller nor Purchaser has authorized any broker or finder to act on Purchaser's behalf in connection with the sale and purchase hereunder and neither Seller nor Purchaser has dealt with any broker or finder purporting to act on behalf of any other party. Purchaser agrees to indemnify and hold harmless Seller from and against any and all claims, losses, damages, costs or expenses of any kind or character arising out of or resulting from any agreement, arrangement or understanding alleged to have been made by Purchaser or on Purchaser's behalf with any broker or finder in connection with this Agreement or the transaction contemplated hereby. Seller agrees to indemnify and hold harmless Purchaser from and against any and all claims, losses, damages, costs or expenses of any kind or character arising out of or resulting from any agreement, arrangement or understanding alleged to have been made by Seller or on Seller's behalf with any broker or finder in connection with this Agreement or the transaction contemplated hereby. Notwithstanding anything to the contrary contained herein, this Section 10.2 shall survive the Closing or any earlier termination of this Agreement. 10.3 Entire Agreement. This Agreement embodies the entire agreement between the parties relative to the subject matter hereof, and there are no oral or written agreements 12 13 between the parties, nor any representations made by either party relative to the subject matter hereof, which are not expressly set forth herein. 10.4 Amendment. This Agreement may be amended only by a written instrument executed by the party or parties to be bound thereby. 10.5 Headings. The captions and headings used in this Agreement are for convenience only and do not in any way limit, amplify, or otherwise modify the provisions of this Agreement. 10.6 Time of Essence. Time is of the essence of this Agreement; however, if the final date of any period which is set out in any provision of this Agreement falls on a Saturday, Sunday or legal holiday under the laws of the United States or the State of Arizona, then, in such event, the time of such period shall be extended to the next day which is not a Saturday, Sunday or legal holiday. 10.7 Governing Law. This Agreement shall be governed by the laws of the State of Arizona and the laws of the United States pertaining to transactions in such State. 10.8 Successors and Assigns; Assignment. This Agreement shall bind and inure to the benefit of Seller and Purchaser and their respective heirs, executors, administrators, personal and legal representatives, successors and permitted assigns. Purchaser shall not assign Purchaser's rights under this Agreement without the prior written consent of Seller, which consent may be withheld absolutely. Any subsequent assignment may be made only with the prior written consent of Seller. No assignment of Purchaser's rights hereunder shall relieve Purchaser of its liabilities under this Agreement. This Agreement is solely for the benefit of Seller and Purchaser; there are no third party beneficiaries hereof. Any assignment of this Agreement in violation of the foregoing provisions shall be null and void. 10.9 Invalid Provision. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws, such provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement; and, the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by such illegal, invalid, or unenforceable provision or by its severance from this Agreement. 10.10 Attorneys' Fees. In the event it becomes necessary for either party hereto to file suit to enforce this Agreement or any provision contained herein, the party prevailing in such suit shall be entitled to recover, in addition to all other remedies or damages, as provided herein, reasonable attorneys' fees incurred in such suit. 10.11 Multiple Counterparts. This Agreement may be executed in a number of identical counterparts which, taken together, shall constitute collectively one (1) agreement; in making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart with each party's signature. 13 14 10.12 Expiration. The execution of this Agreement by Purchaser and the delivery hereof to Seller shall constitute an offer which shall be automatically withdrawn, revoked and terminated unless Seller accepts the same by executing this Agreement and delivering one fully executed counterpart hereof to the Title Company prior to 3:00 p.m. Phoenix, Arizona time on Friday, July 12, 1996. 10.13 Exhibits. The following exhibits are attached to this Agreement and are incorporated into this Agreement by this reference and made a part hereof for all purposes: (a) Exhibit A, the legal description of the Land. (b) Exhibit B, the form of the Deed. (c) Exhibit C, the form of the Bill of Sale, Assignment and Assumption Agreement. (d) Exhibit D, the form of the Affidavit of Property Value. (e) Exhibit E, the form of Non-Foreign Affidavit. (f) Exhibit F, the form of Taxpayer I.D. Certificate. 10.14 No Recordation. Seller and Purchaser hereby acknowledge that neither this Agreement nor any memorandum or affidavit thereof shall be recorded of public record in Maricopa County, Arizona or any other county. Should Purchaser ever record or attempt to record this Agreement, or a memorandum or affidavit thereof, or any other similar document, then, notwithstanding anything herein to the contrary, said recordation or attempt at recordation shall constitute a default by Purchaser hereunder, and, in addition to the other remedies provided for herein, Seller shall have the express right to terminate this Agreement by filing a notice of said termination in the county in which the Land is located, in which case the Earnest Money shall be delivered to Seller. 10.15 [Intentionally Omitted.] 10.16 Jury Waiver. PURCHASER AND SELLER DO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THEIR RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, OR UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE DOCUMENTS DELIVERED BY PURCHASER AT CLOSING OR SELLER AT CLOSING, OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ANY ACTIONS OF EITHER PARTY ARISING OUT OF OR RELATED IN ANY MANNER WITH THIS AGREEMENT OR THE PROPERTY (INCLUDING WITHOUT LIMITATION, ANY ACTION TO RESCIND OR CANCEL THIS AGREEMENT AND ANY CLAIMS OR DEFENSES ASSERTING THAT THIS AGREEMENT WAS FRAUDULENTLY INDUCED OR IS OTHERWISE VOID OR VOIDABLE). THIS WAIVER IS A MATERIAL INDUCEMENT FOR SELLER TO ENTER INTO AND ACCEPT THIS 14 15 AGREEMENT AND THE DOCUMENTS DELIVERED BY PURCHASER AT CLOSING AND SHALL SURVIVE THE CLOSING OR TERMINATION OF THIS AGREEMENT. [SIGNATURE PAGE FOLLOWS] 15 16 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized as of the date first above written. PURCHASER: CONTINENTAL CIRCUITS CORP., a Delaware corporation Date of execution by Purchaser: July 10, 1996 By:/s/ Frederick G. McNamee, III __________________________________________________ Frederick G. McNamee, III, its Chairman of the Board, President and Chief Executive Officer SELLER: IPEC PLANAR PHOENIX, INC., a Delaware corporation formerly known as Westech Systems, Inc. Date of execution by Seller: July 10, 1996 By:/s/ John S. Hodgson __________________________________________________ John S. Hodgson, its Vice President and Chief Financial Officer The undersigned Title Company hereby acknowledges receipt of the Earnest Money and a copy of this Agreement, and agrees to hold and dispose of the Earnest Money in accordance with the provisions of this Agreement. TITLE COMPANY: TRANSNATION TITLE INSURANCE COMPANY, an Arizona corporation Date of execution by Title Company: July 10, 1996 By:/s/ Pamela Hannapel __________________________________________________ Assistant Manager and Closing Officer 16 17 EXHIBIT A TO PURCHASE AND SALE AGREEMENT LEGAL DESCRIPTION The Land described the Purchase and Sale Agreement is located in Maricopa County, Arizona, and is legally described as follows: Lot 15, EL DORADO INDUSTRIAL PLAZA UNIT THREE, according to Book 167 of Maps, Page 6, records of Maricopa County, EXCEPT the East 277.19 feet thereof. 1 18 EXHIBIT B TO PURCHASE AND SALE AGREEMENT SPECIAL WARRANTY DEED When recorded return to: Roger K. Spencer, Esq. Quarles & Brady One East Camelback Road, Suite 400 Phoenix, Arizona 85012-1649 SPECIAL WARRANTY DEED STATE OF ARIZONA ) ) ss. COUNTY OF MARICOPA ) IPEC PLANAR PHOENIX, INC., a Delaware corporation formerly known as Westech Systems, Inc., having its address at 4717 East Hilton Avenue, Phoenix, Arizona 85034 ("Grantor"), for and in consideration of the sum of Ten and No/100 Dollars ($10.00) and other valuable consideration, the receipt and sufficiency of which consideration are hereby acknowledged, has granted, sold, and conveyed, and by these presents does grant, sell, and convey, unto Continental Circuits Corp., a Delaware corporation having its principal place of business at 3502 East Roeser Road, Phoenix, Arizona 85040 ("Grantee"), all of Seller's right, title and interest in and to all that real property situated in the County of Maricopa, State of Arizona, and more particularly described on Exhibit A attached hereto and made a part hereof for all purposes, together with all of Seller's right, title and interest in all improvements now or hereafter situated thereon, and the lessor's or landlord's interest in all space leases or occupancy agreements covering all or any portion of such real property and the improvements situated thereon (collectively, the "Property"), subject to all matters of record and subject to all taxes and assessments, reservations in patents and all easements, zoning laws, regulations and ordinances of municipal and other governmental authorities, rights-of-way, encumbrances, liens, covenants, conditions, restrictions, obligations and liabilities as may appear of record, all leases, all matters which an accurate survey of the Property or physical inspection of the Property would disclose, and all exceptions, exclusions and limitations contained in the Title Policy issued to Grantee in connection with this Deed (the "Permitted Exceptions"). TO HAVE AND TO HOLD the Property, together with all and singular the rights and appurtenances belonging in any way to the Property, unto the said Grantee, its successors and assigns forever, and Grantor binds itself and its successors and assigns, subject to the Permitted Exceptions, to warrant and forever defend all and singular the Property to Grantee, its 1 19 successors and assigns against every person lawfully claiming or to claim all or any part of the Property, by, through, or under Grantor, but not otherwise. GRANTEE ACKNOWLEDGES AND AGREES THAT GRANTOR HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE SPECIAL WARRANTY OF TITLE AS SET OUT IN THIS DEED), PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE PROPERTY, (C) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH GRANTEE MAY CONDUCT THEREON, (D) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, (H) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY, AND SPECIFICALLY, THAT GRANTOR HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING WITHOUT LIMITATION THE EXISTENCE IN OR ON THE PROPERTY OF HAZARDOUS MATERIALS OR SUBSTANCES OR THE EXISTENCE, CONDITION OR LEGAL COMPLIANCE OF ANY DRY WELLS. GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE PROPERTY, GRANTEE IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY GRANTOR AND ACCEPTS THE PROPERTY AND WAIVES ALL OBJECTIONS OR CLAIMS AGAINST GRANTOR (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE PROPERTY. GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT GRANTOR HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. GRANTOR IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON. GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE ON AN "AS IS" CONDITION AND BASIS WITH ALL FAULTS. IT IS 2 20 UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE FOR THE PROPERTY HAS BEEN ADJUSTED BY PRIOR NEGOTIATION TO REFLECT THAT ALL OF THE PROPERTY IS SOLD BY GRANTOR AND PURCHASED BY GRANTEE SUBJECT TO THE FOREGOING. [SIGNATURE PAGE FOLLOWS] 3 21 This Special Warranty Deed may be executed in counterparts and any counterpart containing original signatures of all parties shall constitute an original Special Warranty Deed for all purposes. IN WITNESS WHEREOF, Grantor and Grantee have executed this Deed on July, 1996, to be effective as of the ______ day of July, 1996. GRANTOR: IPEC PLANAR PHOENIX, INC., a Delaware corporation formerly known as Westech Systems, Inc. By:_________________________________________________ John S. Hodgson, its Vice President and Chief Financial Officer GRANTEE: CONTINENTAL CIRCUITS CORP., a Delaware corporation By:_________________________________________________ Frederick G. McNamee, III, its Chairman of the Board, President and Chief Executive Officer 4 22 STATE OF ARIZONA ) ) ss. COUNTY OF MARICOPA ) This instrument was acknowledged before me on July , 1996, by JOHN S. HODGSON, the Vice President and Chief Financial Officer of IPEC PLANAR PHOENIX, INC., a Delaware corporation formerly known as Westech Systems, Inc., on behalf of such corporation. (SEAL) ______________________________________________ Notary Public in and for the State of Arizona ______________________________________________ Print name of notary My Commission Expires:________________________ STATE OF ARIZONA ) ) ss. COUNTY OF MARICOPA ) This instrument was acknowledged before me on July , 1996, by FREDERICK G. MCNAMEE, III, the Chairman of the Board, President and Chief Executive Officer of CONTINENTAL CIRCUITS CORP., a Delaware corporation, on behalf of such corporation. (SEAL) ______________________________________________ Notary Public in and for the State of Arizona ______________________________________________ Print name of notary ______________________________________________ My Commission Expires: 5 23 EXHIBIT A TO SPECIAL WARRANTY DEED LEGAL DESCRIPTION The Land described the Purchase and Sale Agreement is located in Maricopa County, Arizona, and is legally described as follows: Lot 15, EL DORADO INDUSTRIAL PLAZA UNIT THREE, according to Book 167 of Maps, Page 6, records of Maricopa County, EXCEPT the East 277.19 feet thereof. 1 24 EXHIBIT C TO PURCHASE AND SALE AGREEMENT BILL OF SALE When recorded return to: Roger K. Spencer, Esq. Quarles & Brady One East Camelback Road, Suite 400 Phoenix, Arizona 85012-1649 BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT STATE OF ARIZONA ) ) ss. COUNTY OF MARICOPA ) IPEC PLANAR PHOENIX, INC., a Delaware corporation formerly known as Westech Systems, Inc. ("Grantor"), for and in consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration to it in hand paid by CONTINENTAL CIRCUITS CORP., a Delaware corporation ("Grantee"), the receipt and sufficiency of which are hereby acknowledged, has granted, sold, assigned, transferred, conveyed, and delivered and does by these presents grant, sell, assign, transfer, convey, and deliver unto Grantee, all of Grantor's rights, titles, and interests in and to the following described properties located in, affixed to, and/or arising or used in connection with the improved property with parking and other amenities (the "Project") situated on the land in the County of Maricopa, State of Arizona, more particularly described on Exhibit A attached hereto and made a part hereof for all purposes (the "Land," which together with the Project is sometimes hereinafter called the "Property"): (a) All appliances, fixtures, equipment, transferable equipment leases, machinery, furniture, carpet, drapes and other personal property, if any, owned by Grantor, including the name "Building One" (the "Personal Property"), and located on, attached to, or used in connection with the operation and maintenance of the Property; (b) Any leases for space in the Project (the "Leases"), together with security and other deposits owned or held by Grantor pursuant to the Leases; (c) The assignable service, maintenance, or management contracts relating to the ownership and operation of the Property (the "Service Contracts"); and 1 25 (d) Any assignable warranties and guarantees relating to the Property or any portion thereof (collectively, the "Warranties"). Grantor and Grantee hereby covenant and agree as follows: (i) Grantee accepts the aforesaid assignment and Grantee assumes and agrees to be bound by and timely perform, observe, discharge, and otherwise comply with each and every one of the agreements, duties, obligations, covenants, and undertakings upon the lessor's part to be kept and performed under the Leases and any obligations of Grantor under the Service Contracts. (ii) Grantee hereby indemnifies and agrees to hold harmless Grantor from and against any and all liabilities, claims, demands, obligations, assessments, losses, costs, damages, and expenses of any nature whatsoever (including, without limited the generality of the foregoing, reasonable attorneys' fees and court costs) which Grantor may incur, sustain, or suffer, or which may be asserted or assessed against Grantor on or after the date hereof, arising out of, pertaining to or in any way connected with the obligations, duties, and liabilities under the Leases and the Service Contracts, or any of them, arising from and after the date hereof. (iii) The burden of the indemnity made in paragraph (iii) hereof shall not be assigned. Except as aforesaid, this Agreement shall bind and inure to the benefit of the parties and their respective successors, legal representatives and assigns. (iv) Neither this Agreement nor any term, provision, or condition hereof may be changed, amended or modified, and no obligation, duty or liability or any party hereby may be released, discharged, or waived, except in a writing signed by all parties hereto. GRANTEE ACKNOWLEDGES AND AGREES THAT GRANTOR HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES (OTHER THAN AS EXPRESSLY SET FORTH HEREIN), PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE PROPERTY, (B) THE INCOME TO BE DERIVED FROM THE PROPERTY, (C) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH GRANTEE MAY CONDUCT THEREON OR THEREWITH, (D) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, (H) ANY OTHER MATTER WITH RESPECT TO THE 2 26 PROPERTY, AND SPECIFICALLY, THAT GRANTOR HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING WITHOUT LIMITATION THE EXISTENCE IN OR ON THE PROPERTY OF HAZARDOUS MATERIALS OR SUBSTANCES OR THE EXISTENCE, CONDITION OR LEGAL COMPLIANCE OF ANY DRY WELLS. GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE PROPERTY, GRANTEE IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY GRANTOR AND ACCEPTS THE PROPERTY AND WAIVES ALL OBJECTIONS OR CLAIMS AGAINST GRANTOR (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE PROPERTY. GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT GRANTOR HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. GRANTOR IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON. GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE ON AN "AS IS" CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE FOR THE PROPERTY HAS BEEN ADJUSTED BY PRIOR NEGOTIATION TO REFLECT THAT ALL OF THE PROPERTY IS SOLD BY GRANTOR AND PURCHASED BY GRANTEE SUBJECT TO THE FOREGOING. [SIGNATURE PAGE FOLLOWS] 3 27 IN WITNESS WHEREOF, Grantor and Grantee have executed this Bill of Sale, Assignment and Assumption Agreement, on July ______, 1996 to be effective as of the ______ day of July, 1996. GRANTOR: IPEC PLANAR PHOENIX, INC., a Delaware corporation formerly known as Westech Systems, Inc. By:_________________________________________________________ John S. Hodgson, its Vice President and Chief Financial Officer GRANTEE: CONTINENTAL CIRCUITS CORP., a Delaware corporation By:_________________________________________________________ Frederick G. McNamee, III, its Chairman of the Board, President and Chief Executive Officer 4 28 STATE OF ARIZONA ) ) ss. COUNTY OF MARICOPA ) This instrument was acknowledged before me on July , 1996, by JOHN S. HODGSON, the Vice President and Chief Financial Officer of IPEC PLANAR PHOENIX, INC., a Delaware corporation formerly known as Westech Systems, Inc., on behalf of such corporation. (SEAL) __________________________________________ Notary Public in and for the State of Arizona __________________________________________ Print name of notary My Commission Expires:____________________ STATE OF ARIZONA ) ) ss. COUNTY OF MARICOPA ) This instrument was acknowledged before me on July , 1996, by FREDERICK G. MCNAMEE, III, the Chairman of the Board, President and Chief Executive Officer of CONTINENTAL CIRCUITS CORP., a Delaware corporation, on behalf of such corporation. (SEAL) __________________________________________ Notary Public in and for the State of Arizona __________________________________________ Print name of notary My Commission Expires:____________________ 5 29 EXHIBIT A TO BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT LEGAL DESCRIPTION The Land described the Purchase and Sale Agreement is located in Maricopa County, Arizona, and is legally described as follows: Lot 15, EL DORADO INDUSTRIAL PLAZA UNIT THREE, according to Book 167 of Maps, Page 6, records of Maricopa County, EXCEPT the East 277.19 feet thereof. 1 30 EXHIBIT D TO PURCHASE AND SALE AGREEMENT AFFIDAVIT OF PROPERTY VALUE [Arizona Department of Revenue Affidavit of Property Value attached] 1 31 EXHIBIT E TO PURCHASE AND SALE AGREEMENT NON-FOREIGN AFFIDAVIT Section 1445 of the Internal Revenue Code of 1986, as amended (the "Code") provides that a transferee of a U.S. Real property interest must withhold tax if the transferor is a foreign person. To inform the transferee that withholding of tax is not required upon the disposition of a U.S. real property interest by IPEC PLANAR PHOENIX, INC., a Delaware corporation formerly known as Westech Systems, Inc. (the "Transferor"), the undersigned hereby certifies the following on behalf of the Transferor. 1. The Transferor is not a foreign corporation, foreign partnership, foreign trust or foreign estate (as those terms are defined in the Code and treasury regulations promulgated pursuant thereto); 2. The Transferor's U.S. employer identification number is 86-0282167; and 3. The Transferor's office address is: 4717 East Hilton Avenue Phoenix, Arizona 85034 The Transferor understands that this certification may be disclosed to the Internal Revenue Service by the transferee and that any false statement contained herein could be punished by fine, imprisonment, or both. Under penalty or perjury I declare that I have examined this certification and to the best of my knowledge and belief it is true, correct and complete, and I further declare that I have authority to sign this document on behalf of the Transferor. 1 32 This Non-Foreign Affidavit may be executed in counterparts and any counterpart containing original signatures of all parties shall constitute an original Non-Foreign Affidavit for all purposes. IPEC PLANAR PHOENIX, INC., a Delaware corporation formerly known as Westech Systems, Inc. By:______________________________________________ John S. Hodgson, its Vice President and Chief Financial Officer STATE OF ARIZONA ) ) ss. COUNTY OF MARICOPA ) This instrument was acknowledged before me on July , 1996, by JOHN S. HODGSON, the Vice President and Chief Financial Officer of IPEC PLANAR PHOENIX, INC., a Delaware corporation formerly known as Westech Systems, Inc., on behalf of such corporation. (SEAL) ___________________________________________ Notary Public in and for the State of Arizona ___________________________________________ Print name of notary My Commission Expires:_____________________ 2 33 EXHIBIT F TO PURCHASE AND SALE AGREEMENT TAXPAYER I.D. CERTIFICATE In connection with certain Internal Revenue Service reporting requirements imposed upon the Seller IPEC PLANAR PHOENIX, INC., a Delaware corporation formerly known as Westech Systems, Inc. (the "Seller"), the Purchaser CONTINENTAL CIRCUITS CORP., a Delaware corporation (the "Purchaser") hereby certifies that listed below is Purchaser's address and taxpayer I.D. number, true and correct as of the Closing Date. Address: 3502 East Roeser Road Phoenix, Arizona 85040 Taxpayer I.D. No.: 86-0267198 Purchaser hereby consents to Seller's release of the above information in connection with any reporting requirements imposed upon Seller by any governmental authority. CONTINENTAL CIRCUITS CORP. a Delaware corporation By:________________________________________ Name: Frederick G. McNamee, III Title: Chairman of the Board, President and Chief Executive Officer 3 EX-10.2 3 PURCHASE AND SALE AGREEMENT BTWN AZ REFRIGERATION 1 EXHIBIT 10.2 PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is made by and between ARIZONA REFRIGERATION SUPPLIES, INC., an Arizona corporation ("Seller") and CONTINENTAL CIRCUITS CORP., a Delaware corporation ("Purchaser"). In consideration of the mutual covenants and representations herein contained, Seller and Purchaser agree as follows: 1. PURCHASE AND SALE 1.1 Purchase and Sale. Subject to the terms and conditions of this Agreement, Seller hereby agrees to sell and convey to Purchaser, and Purchaser hereby agrees to purchase from Seller, all of Seller's right, title and interest in and to the following described property (herein collectively called the "Property"): (a) Land. That certain tract of land (the "Land") located in the City of Phoenix, Maricopa County, Arizona, being more particularly described on Exhibit A attached hereto and made a part hereof. (b) Easements. All easements, if any, benefiting the Land or the Improvements (as hereinafter defined). (c) Rights and Appurtenances. All rights and appurtenances pertaining to the Land, including any right, title and interest of Seller in and to adjacent streets, alleys or rights-of-way. (d) Improvements. All improvements and related amenities (the "Improvements") in and on the Land, and having an address of 5020 South 36th Street, Phoenix, Arizona 85040. (e) Tangible Property. All fixtures, furnishings, equipment, building materials, carpet, drapes and other personal property, if any, owned by Seller and located on or about the Land and the Improvements, and any transferable equipment leases, but specifically excluding the halon fire suppression system (the "Tangible Personal Property"). (f) Contracts. All contracts pertaining to the Property, and not cancelable on thirty (30) days notice without penalty or premium (the "Contracts"), including, but not limited to, management contracts, service contracts, equipment leases and maintenance contracts. (g) Intangible Property. All intangible property (the "Intangible Personal Property", and together with the Tangible Personal Property, the "Personal 2 Property"), if any, and pertaining to the Land, the Improvements, the Contracts or the Tangible Personal Property including, without limitation, transferable utility contracts, plans and specifications, engineering plans and studies, floor plans and landscape plans. 2. PURCHASE PRICE 2.1 Purchase Price. The purchase price (the "Purchase Price") for the Property shall be ONE MILLION SIX HUNDRED AND NINETY-FIVE THOUSAND AND NO/100 DOLLARS ($1,695,000) and shall be paid in cash by Purchaser to Seller at the Closing (as defined in Section 6.1) by wire transfer in accordance with the following wire transfer instructions (the "Wiring Instructions"): BANK OF AMERICA ABA # 1221 01706 For the Account of Arizona Refrigeration Supplies, Inc. Account # 412 711 769 Re: 5020 South 36th Street, Phoenix, Arizona Telephone notification to: Bruce Jannasch 602/243-2792 3. EARNEST MONEY; EFFECTIVE DATE 3.1 Earnest Money. Purchaser shall deliver to the Title Company (as defined in Section 6.1) within two (2) business days after the date this Agreement is delivered to the Title Company by Seller, by check (subject to collection) or by wire transfer, the amount of FIFTY THOUSAND AND NO/100 DOLLARS ($50,000.00) (which amount, together with all interest accrued thereon, if any, is herein called the "Earnest Money") to be invested by the Title Company in an interest-bearing account as Purchaser and Seller shall direct. Seller shall have the option of terminating this Agreement if the full amount of Earnest Money is not delivered to the Title Company as prescribed in this Section 3.1. Purchaser agrees to promptly deliver or cause the Title Company to deliver written acknowledgement by the Title Company that the executed copy of this Agreement and the Earnest Money have been received by and are being held by the Title Company pursuant to the terms of this Agreement. If the sale of the Property is consummated under this Agreement, the Earnest Money shall be paid to Seller and applied to the payment of the Purchase Price at the Closing. If Purchaser terminates this Agreement in accordance with any right to terminate granted to Purchaser by the terms of this Agreement, the Earnest Money shall be immediately returned to Purchaser, and no party hereto shall have any further obligations under this Agreement except for such obligations which by their terms expressly survive the termination of this Agreement (the "Survival Obligations"). Purchaser agrees to deliver to Seller copies of all Reports (as defined in Section 4.2) at the time the notice to terminate this Agreement is given. The obligations to deliver the Reports shall survive the termination of this Agreement. In no event shall any Earnest Money be returned to Purchaser hereunder until all Reports have been delivered to Seller. 2 3 3.2 Effective Date. As used herein, the term "Effective Date" means the first date the Title Company is in receipt of both this Agreement executed by both Purchaser and Seller (whether in counterparts or not) and the Earnest Money. 4. CONDITIONS TO CLOSING 4.1 Seller's Obligations. Seller shall make reasonable efforts to cause to be delivered to Purchaser (at Seller's sole expense), within ten (10) days after the Effective Date, the following: (a) Title Commitment. Commitment for Owner's Policy of Title Insurance (the "Title Commitment") with respect to the Property, issued by the Title Company, and copies of any restrictive covenants, easements, and other items listed as title exceptions therein. (b) Survey. An as-built survey of the Property dated within 15 days of the Effective Date (the "Survey"), showing the location of all of the Improvements and any restrictive covenants, easements and other title exceptions, prepared by a licensed surveyor. (c) Contracts. Copies of all Contracts. 4.1.1 Purchaser's Satisfaction. During the thirty- (30-) day period commencing on the later of (a) the date Seller delivers to Purchaser the items listed in Section 4.1(a) through 4.1(c), or (b) the Effective Date (the "Approval Period"), the following matters shall be conditions precedent to Purchaser's obligations under this Agreement: (a) Purchaser's being satisfied in Purchaser's sole discretion that the Property is suitable for Purchaser's intended uses; (b) Purchaser's being satisfied in Purchaser's sole discretion with the results of Purchaser's investigations as provided for in Section 4.2; and (c) Purchaser's being satisfied, in Purchaser's sole discretion, with the items listed in Section 4.1(a) through Section 4.1(c), including the information reflected therein. If Purchaser in its sole discretion is satisfied as to the suitability of the Property for Purchaser's intended uses, the results of Purchaser's investigations as provided in Section 4.2 and the items listed in Section 4.1(a) through Section 4.1(c), Purchaser shall give notice thereof to Seller on or before the expiration of the Approval Period. If Purchaser fails to give such notice, then this Agreement shall terminate, and upon such termination, Purchaser shall be entitled to the return of the Earnest Money (subject to Purchaser's delivery of the Reports to Seller as required by Section 3.1), and neither party shall have any further obligation hereunder except for the Survival Obligations. 3 4 4.1.2 Title Commitment and Survey. (a) In the event (i) the Survey shows any easement, right-of-way, encroachment, conflict, protrusion or other matter affecting the Property that is unacceptable to Purchaser, or (ii) any exceptions appear in the Title Commitment other than the standard printed exceptions set forth in the standard form of Commitment for Title Insurance, that are unacceptable to Purchaser, Purchaser may within ten (10) business days after receipt of the Survey, the Title Commitment and copies of all documents referred to as exceptions in the Title Commitment, notify Seller in writing of such facts and the reasons therefor ("Purchaser's Objections"). Upon the expiration of said ten (10) business-day period, except for Purchaser's Objections if same are timely raised, and upon the further condition that Purchaser has delivered a notice otherwise in accordance with Section 4.1.1 accepting the condition of the Property, Purchaser shall be deemed to have accepted the form and substance of the Survey, all matters shown thereon, all exceptions to the Title Commitment and other items shown thereon. Notwithstanding anything to the contrary contained herein, Seller shall have no obligations to take any steps or bring any action or proceeding or otherwise to incur any effort or expense whatsoever to eliminate or modify any of the Purchaser's Objections. In the event Seller is unable or unwilling to eliminate or modify Purchaser's Objections to the reasonable satisfaction of Purchaser, Purchaser may (as its sole and exclusive remedy) terminate this Agreement by delivering notice thereof in writing to Seller by the earlier to occur of (i) the Closing Date (as defined in Section 6.1) or (ii) five (5) business days after Seller's written notice to Purchaser of Seller's intent not to cure one or more of such Purchaser's Objections, in which event neither party shall have any obligations hereunder other than the Survival Obligations. (b) The term "Permitted Exceptions" as used herein includes: (i) any easement, right of way or other matter of record, any encroachment, conflict, discrepancy, overlapping of improvements, protrusion, lien, encumbrance, restriction, condition, covenant or other matter with respect to the Property that an inspection of the Property would reveal and/or is reflected or addressed on the Survey or the Title Commitment to which Purchaser fails to timely object pursuant to Section 4.1.2(a) of this Agreement; and (ii) any Purchaser's Objection that remains uncured, for whatever reason, at the earlier to occur of (A) the Closing or (B) five (5) business days after Seller notifies Purchaser that Seller is unwilling or unable to cure or modify Purchaser's Objections to the reasonable satisfaction of Purchaser. 4.1.3 Limitations of Seller's Obligations. Notwithstanding anything contained herein to the contrary, Seller shall have no obligation to take any steps, bring any action or proceeding or incur any effort or expense whatsoever to eliminate, modify or cure any objection Purchaser may have pursuant to Section 4.1.1, Section 4.1.2 or Section 4.2. 4.2 Inspection. At any reasonable time during business hours, Purchaser may inspect: (a) the Property, (b) all financial records pertaining to operation of the Property, and (c) copies of all Contracts. All information provided by Seller to Purchaser or obtained by Purchaser relating to the Property in the course of Purchaser's review, including, without 4 5 limitation, any environmental assessment or audit, (collectively, the "Reports") shall be treated as confidential information by Purchaser and Purchaser shall instruct all of its employees, agents, representatives and contractors as to the confidentiality of all such information, other than, with respect to the Environmental Report, information required to be disclosed to governmental agencies. To the extent Purchaser disturbs the Property, Purchaser shall return the Property as closely as possible to the condition in which it existed prior to such disturbance. Purchaser shall obtain the written consent of Seller to the scope and method of any investigation of Purchaser that materially alters the condition of the Property or any environmental assessment or audit other than a Phase I. The consent of Seller shall not be unreasonably withheld. Purchaser shall be liable for all damage or injury to any person or property resulting from, relating to or arising out of any inspection of the Property, whether occasioned by the acts of Purchaser or any of its employees, agents, representatives or contractors, and Purchaser shall indemnify and hold harmless Seller and its respective agents, employees, officers, directors, affiliates, attorneys and asset managers from any liability resulting therefrom. This indemnification by Purchaser shall survive the Closing or the termination of this Agreement, as applicable. 4.3 Purchaser's Representations and Warranties. Purchaser represents and warrants to Seller that (a) Purchaser is a corporation, duly organized and in good standing under the laws of the State of Delaware, is qualified to do business in the State of Arizona and has the power to enter into this Agreement and to execute and deliver this Agreement and to perform all duties and obligations empowered upon it hereunder, and Purchaser has obtained all necessary corporate authorizations required in connection with the execution, delivery and performance contemplated by this Agreement and has obtained the consent of all entities and parties necessary to bind Purchaser to this Agreement, and (b) neither the execution nor the delivery of this Agreement, nor the consummation of the purchase and sale contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement conflict with or will result in the breach of any of the terms, conditions, or provisions of any agreement or instrument to which Purchaser, or any partner or related entity or affiliate of Purchaser, is a party or by which Purchaser, any partner or related entity or affiliate of Purchaser, or any of Purchaser's assets is bound. Purchaser's representations and warranties set forth in this Section 4.3 shall survive the Closing or termination of this Agreement, as applicable. 4.4 Seller's Representations and Warranties. Seller represents and warrants to Purchaser that (a) Seller is a corporation, duly organized and in good standing under the laws of the State of Arizona and Seller has the full corporate right, power and authority, without the joinder of any other person or entity, to enter into, execute and deliver this Agreement, and to perform all duties and obligations imposed on Seller under this Agreement, and Seller has obtained all necessary corporate authorizations required in connection with the execution, delivery and performance contemplated by this Agreement and has obtained the consent of all entities and parties necessary to bind Seller to this Agreement, and (b) neither the execution nor the delivery of this Agreement, nor the consummation of the purchase and sale contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement conflict with or will result in the breach of any of the terms, conditions, or provisions of any agreement or instrument to which Seller is a party or by which Seller or any of Seller's assets is bound. Seller's representations and warranties set forth in this Section 4.4 shall survive the Closing or termination of this Agreement, as applicable. 5 6 5. REPRESENTATIONS OR WARRANTIES BY SELLER REGARDING PROPERTY 5.1 Seller's General Representations, Warranties, and Covenants. Seller warrants, represents, and covenants (with the understanding that Purchaser is relying on these warranties, representations, and covenants) that: (a) To the best of Seller's knowledge, and except as reflected in the Title Commitment, there are no claims, actions, suits, or other proceedings pending or threatened by any governmental department or agency or any other corporation, partnership, entity, or person whomsoever, nor any voluntary actions or proceedings contemplated by Seller, which in any manner or to any extent may detrimentally affect Purchaser's right, title, or interest in and to the Property or the value of the Property or Seller's ability to perform Seller's obligations under this Agreement. (b) To the best of Seller's knowledge, there is no pending or threatened condemnation or similar proceeding affecting any part of the Property, and Seller has not received any notice of any such proceeding and has no knowledge that any such proceeding is contemplated. (c) No work has been performed or is in progress at the Property and no materials have been furnished to the Property which might give rise to mechanic's, materialman's, or other liens against any part of the Property. (d) Seller is not prohibited from consummating the transactions contemplated by this Agreement by any law, regulation, agreement, instrument, restriction, order or judgment. (e) There are no parties in adverse possession of the Property; there are no parties in possession of the Property except Seller; and no party has been granted any license, lease, or other right relating to the use or possession of the Property. (f) There are no attachments, executions, assignments for the benefit of creditors, receiverships, conservatorships, or voluntary or involuntary proceedings in bankruptcy or pursuant to any other laws for relief of debtors contemplated or filed by Seller or pending against Seller or, to the best of Seller's knowledge, affecting or involving the Property. (g) There is no default, nor has any event occurred which, with the passage of time or the giving of notice or both, would constitute a default in any contract, security agreement, mortgage, deed of trust, lease, or other instrument which relates to the Property or which affects the Property in any manner whatsoever. (h) There are no contracts or other obligations outstanding for the sale, exchange, or transfer of all or any part of the Property. 6 7 (i) To the best of Seller's knowledge, there are no violations of laws, rules, regulations, ordinances, codes, covenants, conditions, restrictions, instructions, or agreements applicable to the Property or any part thereof. Seller has not received notices from any insurance companies, governmental agencies, or any other person with respect to violations concerning the Property or any part thereof. If any notices of violations are received prior to the date of Closing, Seller shall immediately submit copies to Purchaser and Purchaser's review and acceptance shall be a condition precedent to the Closing. (j) To the best of Seller's knowledge, there are no "grandfathered" water rights with respect to the Land. (k) To the best of Seller's knowledge, there are no sites of historical or archaeological importance on the Property that in any way would impede, curtail, limit, or restrict the use or development of the Property. (l) To the best of Seller's knowledge, no improvement district is planned that would include the Property, and there are no assessment liens against the Property except as disclosed in the Title Commitment. (m) Seller has not at any time prior to the Closing granted to any person an interest in the Property or any part thereof. 5.2 Seller's Environmental Representations and Warranties and Indemnity. (a) Except as set forth in Schedule 5.2 : (i) Neither Seller nor, to the best of Seller's knowledge, any other person has ever caused or permitted any Hazardous Material (as defined in Section 5.2(c)) to be (A) disposed of on, under, or at the Property or any part thereof, or from the Property or any part thereof into the atmosphere or any watercourse, body of water, or wetlands, or (B) placed, held or located on, under, or at the Property or any part thereof, or from the Property or any part thereof into the atmosphere or any watercourse, body of water, or wetlands except in accordance with Environmental Requirements (as defined in Section 5.2(d)); (ii) Neither the Property nor any part thereof nor any adjoining real property has ever been used (whether by Seller or, to the best of Seller's knowledge, by any other person) as (A) a treatment, or disposal site (whether permanent or temporary) for any Hazardous Material, or (B) a storage site (whether permanent or temporary) for any Hazardous Material except in accordance with Environmental Requirements (as defined in Section 5.2(d)); (iii) Seller has not conducted and has no knowledge that others have conducted any activity on the Property which could have toxic results 7 8 (and Seller has not received any notice of any proceeding or any inquiry by any governmental agency with respect thereto); (iv) Seller has received no notice of any violations of any Environmental Requirements governing the generation, treatment, storage, disposal, or clean-up of Hazardous Materials; and (v) The Property does not contain and never has contained any underground tanks. (b) Seller hereby indemnifies Purchaser and agrees to pay, defend, and hold Purchaser harmless from and against any and all losses, liabilities, damages, injuries, costs, expenses, and claims of any and every kind whatsoever, including reasonable attorneys' fees paid, incurred or suffered by, or asserted against, Purchaser for, with respect to, or as a direct or indirect result of, the presence on or under the Property, as of the Closing, of any Hazardous Material, or the escape, seepage, leakage, spillage, discharge, emission, or release from the Property into or upon any land, the atmosphere, or any watercourse, body of water, or wetland of Hazardous Material present on the Property as of the Closing, including, without limitation, any losses, liabilities, damages, injuries, costs, expenses, or claims asserted or arising under any Environmental Requirement. (c) "Hazardous Materials" as used in this Agreement means any substance which is or contains (i) any "hazardous substance" as now or hereafter defined in Section 101(14) of the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amend (42 U.S.C. Section 9601 et seq.) ("CERCLA") or any regulations promulgated under CERCLA; (ii) any "hazardous waste" as now or hereafter defined in the Resource Conservation and Recovery Act (42 U.S.C. Section 6901 et seq.) ("RCRA") or regulations promulgated under RCRA; (iii) any substance regulated by the Toxic Substances Control Act (15 U.S.C. Section 2601 et seq.); (iv) gasoline, diesel fuel, or other petroleum hydrocarbons; (v) asbestos and asbestos containing materials, in any form, whether friable or non-friable; (vi) polychlorinated biphenyls; (vii) radon gas; and (viii) any additional substances or materials which are now or hereafter classified or considered to be hazardous or toxic under Environmental Requirements or the common law, or any other applicable laws relating to the Property. Hazardous Materials shall include, without limitation, any substance, the presence of which on the Property, (A) requires reporting, investigation or remediation under Environmental Requirements; (B) causes or threatens to cause a nuisance on the Property or adjacent property or poses or threatens to pose a hazard to the health or safety of persons on the Property or adjacent property; or (C) which, if it emanated or migrated from the Property, could constitute a trespass. (d) "Environmental Requirements" as used in this Agreement means all laws, ordinances, statutes, codes, rules, regulations, agreements, judgments, orders, and decrees, now or hereafter enacted, promulgated, or amended, of the United States, the states, the counties, the cities, or any other political subdivisions in which the Property is located, and any other political subdivision, agency or instrumentality 8 9 exercising jurisdiction over the owner of the Property, the Property, or the use of the Property, relating to pollution, the protection or regulation of human health, natural resources, or the environment, or the emission, discharge, release or threatened release of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or waste or Hazardous Materials into the environment (including, without limitation, ambient air, surface water, ground water or land or soil). 5.3 Seller's representations and warranties set forth in this Agreement, including without limitation those set forth in Section and Section , shall survive the Closing or termination of this Agreement, as applicable, but shall expire after twenty-four (24) months thereafter. 6. CLOSING 6.1 Closing. The Closing (the "Closing") shall be held at the offices of Quarles & Brady, One East Camelback Road, Suite 400, Phoenix, Arizona 85012, and shall be conducted by Transnation Title Insurance Company (the "Title Company"), 4647 North 32nd Street, Suite 135, Phoenix, Arizona 85018, Attention: Ms. Pamela Hannappel on Monday, December 2, 1996 (the "Closing Date"), unless the parties mutually agree in writing upon another place, time or date. 6.2 Possession. Possession of the Property shall be delivered to Purchaser at the Closing, subject to the Permitted Exceptions. 6.3 Proration. All income, utilities and all other operating expenses with respect to the Property for the month in which the Closing occurs, and real estate and personal property taxes and other assessments with respect to the Property for the year in which the Closing occurs, shall be prorated to the date Seller receives the Purchase Price in immediately available funds with Seller receiving the benefits and burdens of ownership on the Closing Date. (a) If the Closing shall occur before the tax rate or the assessed valuation of the Property is fixed for the then current year, the apportionment of taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. Subsequent to the Closing, when the tax rate and the assessed valuation of the Property is fixed for the year in which the Closing occurs, the parties agree to adjust the proration of taxes and, if necessary, to refund or repay such sums as shall be necessary to effect such adjustment. If the Property is not assessed as a separate parcel for tax or assessment purposes, then such taxes and assessments attributable to the Property shall be determined by Purchaser and Seller. If, as of the Closing, the Property is not being treated as a separate tax parcel, then within thirty (30) days after the Closing, Purchaser shall, at its sole cost and expense, have the Property assessed separately for tax and assessment purposes. (b) If the Closing shall occur before the actual amount of utilities and all other operating expenses with respect to the Property for the month in which the 9 10 Closing occurs are determined, the apportionment of such utilities and other operating expenses shall be upon the basis of an estimate by Seller of such utilities and other operating expenses for such month. Subsequent to the Closing, when the actual amount of such utilities and other operating expenses with respect to the Property for the month in which the Closing occurs are determined, the parties agree to adjust the proration of such utilities and other operating expenses and, if necessary, to refund or repay such sums as shall be necessary to effect such adjustment. The agreements of Seller and Purchaser set forth in this Section 6.3 shall survive the Closing. 6.4 Closing Costs. Except as otherwise expressly provided herein, Seller shall pay, on the Closing Date, the title insurance premium for the Owner's Policy (as defined in Section 6.5(a)), the cost of the Survey, the cost of recording the Deed and any other documents relating to Seller or the Property and one-half (1/2) of any escrow fees and other customary charges of the Title Company, and Purchaser shall pay, on the Closing Date, all other recording costs and one-half (1/2) of any escrow fees and other customary charges of the Title Company. Except as otherwise provided herein, each party shall pay its own attorneys' fees. 6.5 Seller's Obligations at the Closing. At the Closing, Seller shall deliver to Purchaser the following: (a) Title Policy. An Owner's Policy of Title Insurance in the standard form (the "Owner's Policy"), naming Purchaser as insured, in the amount of the Purchase Price, insuring that Purchaser owns good and indefeasible fee simple title to the Property, subject only to the Permitted Exceptions. (b) Evidence of Authority. Such organizational and authorizing documents of Seller as shall be required by the Title Company to evidence Seller's authority to consummate the transactions contemplated by this Agreement. (c) Foreign Person. An affidavit of Seller certifying that Seller is not a "foreign person," as defined in the federal Foreign Investment in Real Property Tax Act of 1980, and the 1984 Tax Reform Act, as amended, in the form attached to this Agreement as Exhibit E. (d) Affidavit Regarding Parties in Possession. An affidavit of Seller certifying that no parties other than Seller have a right to occupy or use the Property or any part thereof, in the form attached to this Agreement as Exhibit G. (e) Estoppel Regarding Mechanics' Liens. An estoppel of Seller certifying there is no unpaid work or materials furnished to the Property or any part thereof within the 120-day period preceding the Closing, in the form attached to this Agreement as Exhibit H. 6.6 Purchaser's Obligations at the Closing. At the Closing, Purchaser shall deliver to Seller the following: 10 11 (a) Purchase Price. The Purchase Price by wire transfer of immediately available funds in accordance with the Wiring Instructions. (b) Evidence of Authority. Such organizational and authorizing documents of Purchaser as shall be reasonably required by Seller and/or the Title Company authorizing Purchaser's acquisition of the Property pursuant to this Agreement and the execution of this Agreement and any documents to be executed by Purchaser at the Closing. (c) Taxpayer Identification Certificate. A Taxpayer Identification Certificate, in the form attached to this Agreement as Exhibit F. 6.7 Documents to be Executed by Seller and Purchaser. At the Closing, Seller and Purchaser shall also execute and deliver the following: (a) Deed. Special Warranty Deed (the "Deed") in the form attached to this Agreement as Exhibit B. (b) Bill of Sale, Assignment and Assumption Agreement. Bill of Sale and Assignment and Assumption Agreement in the form attached to this Agreement as Exhibit C. (c) Affidavit. Affidavit of Property Value in the form attached to this Agreement as Exhibit D. 7. RISK OF LOSS 7.1 Condemnation. If, prior to the Closing, action is initiated to take any material part of the Property by eminent domain proceedings or by deed in lieu thereof, Purchaser may either at or prior to Closing (a) terminate this Agreement, or (b) consummate the Closing, in which latter event all of Seller's assignable right, title and interest in and to the award of the condemning authority shall be assigned to Purchaser at the Closing and there shall be no reduction in the Purchase Price. As used in this Section , "material" means an amount greater than $25,000. If taking in an amount less than $25,000 occurs, then Purchaser's sole remedy shall be to consummate the Closing and accept the assignment of the proceeds of any condemnation proceeds, and there shall be a reduction in the Purchase Price equal to the shortfall, if any, between such condemnation proceeds and the amount of the taking. 7.2 Casualty. Except as provided in Section 4.2 and Section 5.1, Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property, or any part thereof, suffers any damage equal to or in excess of $100,000 prior to the Closing from fire or other casualty, which Seller, at its sole option, does not elect to repair, Purchaser may either at or prior to Closing (a) terminate this Agreement, or (b) consummate the Closing, in which latter event all of Seller's right, title and interest in and to the proceeds of any insurance 11 12 covering such damage (less an amount equal to any expenses and costs incurred by Seller to repair or restore the Property and any portion of such proceeds paid or to be paid on account of the loss of rents or other income from the Property for the period prior to and including the Closing Date, all of which shall be payable to Seller), to the extent the amount of such insurance does not exceed the Purchase Price, shall be assigned to Purchaser at the Closing. If the Property, or any part thereof, suffers any damage less than $100,000 prior to the Closing, Purchaser agrees that it will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage plus an amount equal to Seller's deductible under its insurance policy and there shall be no reduction in the Purchase Price. 8. DEFAULT 8.1 Breach by Seller. In the event that Seller shall fail to consummate this Agreement for any reason except Purchaser's default or a termination of this Agreement by Purchaser or Seller pursuant to a right to do so under the provisions hereof, Purchaser may, without limiting or excluding any other remedy at law or in equity, terminate this Agreement or seek specific performance of this Agreement. The provisions of this Section 8.1 shall not limit or affect any of Seller's indemnities that may be provided in other Sections of this Agreement. 8.2 Breach by Purchaser. In the event that Purchaser shall fail to consummate this Agreement for any reason except Seller's default or a termination of this Agreement by Purchaser or Seller pursuant to a right to do so under the provisions hereof, Seller as its sole and exclusive remedy and relief under this Agreement may terminate this Agreement and thereupon shall be entitled to retain the Earnest Money as liquidated damages (and not as a penalty). Seller and Purchaser have made this provision for liquidated damages because it would be difficult to calculate, on the date hereof, the amount of actual damages for such breach, and Seller and Purchaser agree that these sums represent reasonable compensation to Seller for such breach. The provisions of this Section 8.2 shall not limit or affect any of Purchaser's indemnities as provided in other Sections of this Agreement. 9. FUTURE OPERATIONS 9.1 Future Operations. From the date of this Agreement until the Closing or earlier termination of this Agreement: (a) Seller will keep and maintain the Property in substantially its condition as of the date of this Agreement; (b) Seller will perform all Seller's obligations under the Contracts and will not, without the prior written consent of Purchaser, modify, enter into, or renew any Contract which cannot be canceled upon thirty (30) days prior written notice; and 12 13 (c) Seller shall not lease any space in on the Property or in the Improvements. 10. MISCELLANEOUS 10.1 Notices. All notices, demands and requests which may be given or which are required to be given by either party to the other, and any exercise of a right of termination provided by this Agreement, shall be in writing and shall be deemed effective either: (a) on the date personally delivered to the address below, as evidenced by written receipt therefor, whether or not actually received by the person to whom addressed; (b) on the third (3rd) business day after being sent, by certified or registered mail, return receipt requested, addressed to the intended recipient at the address specified below; or (c) on the first (1st) business day after being deposited into the custody of a nationally recognized overnight delivery service such as Federal Express Corporation or United Parcel Service, addressed to such party at the address specified below. For purposes of this Section 10.1, the addresses of the parties for all notices are as follows (unless changed by similar notice in writing given by the particular person whose address is to be changed): If to Seller: Arizona Refrigeration Supplies, Inc. 2632 E. Chambers P.O. Box 21127 Phoenix, Arizona 85036 Attention: Stephen Martin, President Tel: (602) 243-2792 Fax: (602) 243-2893 with a copy to: Carson Messinger Elliott Laughlin & Ragan, P.L.L.C. 1900 Norwest Tower 3300 North Central Avenue Phoenix, Arizona 85012 Attention: James A. Burns, Esq. Tel: (602) 264-2261 Fax: (602) 277-4507 If to Purchaser: Continental Circuits Corp. 3502 East Roeser Road Phoenix, Arizona 85040 Attention: Joseph Andersen, Chief Financial Officer Tel: (602) 268-3461 Fax: (602) 232-9157 13 14 with a copy to: Quarles & Brady One East Camelback Road, Suite 400 Phoenix, Arizona 85012 Attention: Roger K. Spencer, Esq. Tel: (602) 230-5500 Fax: (602) 230-5598 If to Title Company: Transnation Title Insurance Company 4647 North 32nd Street, Suite 135 Phoenix, Arizona 85018 Attention: Pamela Hannappel Tel: (602) 956-5568 Fax: (602) 957-2261 10.2 Real Estate Commissions. Neither Seller nor Purchaser has authorized any broker or finder to act on Purchaser's behalf in connection with the sale and purchase hereunder and neither Seller nor Purchaser has dealt with any broker or finder purporting to act on behalf of any other party. Purchaser agrees to indemnify and hold harmless Seller from and against any and all claims, losses, damages, costs or expenses of any kind or character arising out of or resulting from any agreement, arrangement or understanding alleged to have been made by Purchaser or on Purchaser's behalf with any broker or finder in connection with this Agreement or the transaction contemplated hereby. Seller agrees to indemnify and hold harmless Purchaser from and against any and all claims, losses, damages, costs or expenses of any kind or character arising out of or resulting from any agreement, arrangement or understanding alleged to have been made by Seller or on Seller's behalf with any broker or finder in connection with this Agreement or the transaction contemplated hereby. Notwithstanding anything to the contrary contained herein, this Section 10.2 shall survive the Closing or any earlier termination of this Agreement. 10.3 Entire Agreement. This Agreement embodies the entire agreement between the parties relative to the subject matter hereof, and there are no oral or written agreements between the parties, nor any representations made by either party relative to the subject matter hereof, which are not expressly set forth herein. 10.4 Amendment. This Agreement may be amended only by a written instrument executed by the party or parties to be bound thereby. 10.5 Headings; Sections . The captions and headings used in this Agreement are for convenience only and do not in any way limit, amplify, or otherwise modify the provisions of this Agreement. References to a "Section" when used without further attribution refer to the particular section of this Agreement. 10.6 Time of Essence. Time is of the essence of this Agreement; however, if the final date of any period which is set out in any provision of this Agreement falls on a Saturday, Sunday or legal holiday under the laws of the United States or the State of Arizona, then, in 14 15 such event, the time of such period shall be extended to the next day which is not a Saturday, Sunday or legal holiday. 10.7 Governing Law. This Agreement shall be governed by the laws of the State of Arizona and the laws of the United States pertaining to transactions in such State. 10.8 Successors and Assigns; No Third Party Beneficiaries. This Agreement shall bind and inure to the benefit of Seller and Purchaser and their respective heirs, executors, administrators, personal and legal representatives, successors and permitted assigns. This Agreement is solely for the benefit of Seller and Purchaser; there are no third party beneficiaries hereof. 10.9 Invalid Provision. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws, such provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement; and, the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by such illegal, invalid, or unenforceable provision or by its severance from this Agreement. 10.10 Attorneys' Fees. In the event it becomes necessary for either party hereto to file suit to enforce this Agreement or any provision contained herein, the party prevailing in such suit shall be entitled to recover, in addition to all other remedies or damages, as provided herein, reasonable attorneys' fees incurred in such suit. 10.11 Multiple Counterparts. This Agreement may be executed in a number of identical counterparts which, taken together, shall constitute collectively one (1) agreement; in making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart with each party's signature. A telecopied signature of a party hereof shall be valid and binding upon such party for all purposes herein. 10.12 Expiration. The execution of this Agreement by Purchaser and the delivery hereof to Seller shall constitute an offer which shall be automatically withdrawn, revoked and terminated unless Seller accepts the same by executing this Agreement and delivering one fully executed counterpart hereof to the Title Company prior to 3:00 p.m. Phoenix, Arizona time on Thursday, October 24, 1996. 10.13 Exhibits & Schedules. The following exhibits and schedules are attached to this Agreement and are incorporated into this Agreement by this reference and made a part hereof for all purposes: 15 16 (a) Exhibit A, the legal description of the Land. (b) Exhibit B, the form of the Deed. (c) Exhibit C, the form of the Bill of Sale, Assignment and Assumption Agreement. (d) Exhibit D, the form of the Affidavit of Property Value. (e) Exhibit E, the form of Non-Foreign Affidavit. (f) Exhibit F, the form of Taxpayer Identification Certificate. (g) Exhibit G, the form of Affidavit Regarding Parties in Possession. (h) Exhibit H, the form of Estoppel Regarding Mechanics' Liens. (i) Schedule 5.2, Disclosures Regarding Hazardous Materials. 10.14 No Recordation. Seller and Purchaser hereby acknowledge that neither this Agreement nor any memorandum or affidavit thereof shall be recorded of public record in Maricopa County, Arizona or any other county. Should Purchaser ever record or attempt to record this Agreement, or a memorandum or affidavit thereof, or any other similar document, then, notwithstanding anything herein to the contrary, said recordation or attempt at recordation shall constitute a default by Purchaser hereunder, and, in addition to the other remedies provided for herein, Seller shall have the express right to terminate this Agreement by filing a notice of said termination in the county in which the Land is located, in which case the Earnest Money shall be delivered to Seller. 10.15 No Assumption of Seller's Liabilities. Purchaser is acquiring only the Property from Seller and is not the successor of Seller. Purchaser does not assume or agree to pay, and shall not indemnify Seller or any other person against, any liability, obligation, or expense of Seller or relating in any way to the Property except to the extent, if any, expressly and specifically provided for in this Agreement. 10.16 Jury Waiver. PURCHASER AND SELLER DO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THEIR RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, OR UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE DOCUMENTS DELIVERED BY PURCHASER AT CLOSING OR SELLER AT CLOSING, OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ANY ACTIONS OF EITHER PARTY ARISING OUT OF OR RELATED IN ANY MANNER WITH THIS AGREEMENT OR THE PROPERTY (INCLUDING WITHOUT LIMITATION, ANY ACTION TO RESCIND OR CANCEL THIS AGREEMENT AND ANY CLAIMS OR DEFENSES ASSERTING THAT THIS AGREEMENT WAS FRAUDULENTLY INDUCED OR IS OTHERWISE VOID OR VOIDABLE). THIS WAIVER IS A MATERIAL INDUCEMENT FOR EACH OF SELLER AND SELLER TO ENTER INTO 16 17 AND ACCEPT THIS AGREEMENT AND SHALL SURVIVE THE CLOSING OR TERMINATION OF THIS AGREEMENT. [SIGNATURE PAGE FOLLOWS] 17 18 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized as of the date first above written. PURCHASER: CONTINENTAL CIRCUITS CORP., a Delaware corporation Date of execution by Purchaser: December 3, 1996 By:/s/ Joseph Andersen ___________________________________________ Joseph Andersen, its Chief Financial Officer SELLER: ARIZONA REFRIGERATION SUPPLIES, INC., an Arizona corporation Date of execution by Seller: December 3, 1996 By:/s/ Stephen Martin ___________________________________________ Stephen Martin, its President The undersigned Title Company hereby acknowledges receipt of the Earnest Money and a copy of this Agreement, and agrees to hold and dispose of the Earnest Money in accordance with the provisions of this Agreement. TITLE COMPANY: TRANSNATION TITLE INSURANCE COMPANY, an Arizona corporation Date of execution by Title Company: December 3, 1996 By:/s/ Pamela Hannapel ___________________________________________ Assistant Manager and Closing Officer SIGNATURE PAGE TO PURCHASE AND SALE AGREEMENT 19 EXHIBIT A TO PURCHASE AND SALE AGREEMENT LEGAL DESCRIPTION The Land described the Purchase and Sale Agreement is located in Maricopa County, Arizona, and is legally described as follows: PARCEL NO. 1: The North 274.00 feet of Lot 17, EL DORADO INDUSTRIAL PLAZA UNIT THREE, as measured along the West boundary line, according to Book 167 of Maps, page 6, records of Maricopa County, Arizona. PARCEL NO. 2: That part of the South 226.65 feet, as measured at the West boundary property line of Lot 17, EL DORADO INDUSTRIAL PLAZA, UNIT THREE, according to Book 167 of Maps, page 6, records of Maricopa County, Arizona, more particularly described as follows: BEGINNING at the Northwest corner of the above described parcel of land; thence North 88(degree) 51' 01" East, along the North line of said parcel, 197.56 feet; thence South 01(degree) 08' 59" East, 20.00 feet; thence South 88(degree) 51' 01" West, 197.93 feet, to a point on the West line of the above-described parcel; thence North 00(degree) 05' 27" West, along said West line, 20.00 feet, to the POINT OF BEGINNING. 1 20 EXHIBIT B TO PURCHASE AND SALE AGREEMENT SPECIAL WARRANTY DEED When recorded return to: Roger K. Spencer, Esq. Quarles & Brady One East Camelback Road, Suite 400 Phoenix, Arizona 85012-1649 SPECIAL WARRANTY DEED STATE OF ARIZONA ) ) ss. COUNTY OF MARICOPA ) ARIZONA REFRIGERATION SUPPLIES, INC., an Arizona corporation, having its address at 2632 East Chambers, P.O. Box 21127, Phoenix, Arizona 85036 ("Grantor"), for and in consideration of the sum of Ten and No/100 Dollars ($10.00) and other valuable consideration, the receipt and sufficiency of which consideration are hereby acknowledged, has granted, sold, and conveyed, and by these presents does grant, sell, and convey, unto CONTINENTAL CIRCUITS CORP., a Delaware corporation having its principal place of business at 3502 East Roeser Road, Phoenix, Arizona 85040 ("Grantee"), all of Seller's right, title and interest in and to all that real property situated in the County of Maricopa, State of Arizona, and more particularly described on Exhibit A attached hereto and made a part hereof for all purposes, together with all of Seller's right, title and interest in all improvements now or hereafter situated thereon, and the lessor's or landlord's interest in all space leases or occupancy agreements covering all or any portion of such real property and the improvements situated thereon (collectively, the "Property"), subject to all matters of record and subject to all taxes and assessments, reservations in patents and all easements, zoning laws, regulations and ordinances of municipal and other governmental authorities, rights-of-way, encumbrances, liens, covenants, conditions, restrictions, obligations and liabilities as may appear of record, all leases, all matters which an accurate survey of the Property or physical inspection of the Property would disclose, and all exceptions, exclusions and limitations contained in the Title Policy issued to Grantee in connection with this Deed (the "Permitted Exceptions"). TO HAVE AND TO HOLD the Property, together with all and singular the rights and appurtenances belonging in any way to the Property, unto the said Grantee, its successors and assigns forever, and Grantor binds itself and its successors and assigns, subject to the Permitted Exceptions, to warrant and forever defend all and singular the Property to Grantee, its 21 successors and assigns against every person lawfully claiming or to claim all or any part of the Property, by, through, or under Grantor, but not otherwise. This Special Warranty Deed may be executed in counterparts and any counterpart containing original signatures of all parties shall constitute an original Special Warranty Deed for all purposes. IN WITNESS WHEREOF, Grantor and Grantee have executed this Special Warranty Deed on , 1996, to be effective as of the ______ day of , 1996. GRANTOR: ARIZONA REFRIGERATION SUPPLIES, INC., an Arizona corporation By:_______________________________________________ Stephen Martin, its President GRANTEE: CONTINENTAL CIRCUITS CORP., a Delaware corporation By:_______________________________________________ Joseph Andersen, its Chief Financial Officer 2 22 STATE OF ARIZONA ) ) ss. COUNTY OF MARICOPA ) This instrument was acknowledged before me on ________________________, 1996, by Stephen Martin, the President of ARIZONA REFRIGERATION SUPPLIES, INC., an Arizona corporation, on behalf of such corporation. (SEAL) _________________________________________________ Notary Public in and for the State of Arizona _________________________________________________ Print name of notary My Commission Expires:___________________________ STATE OF ARIZONA ) ) ss. COUNTY OF MARICOPA ) This instrument was acknowledged before me on , 1996, by Joseph Andersen, the Chief Financial Officer of CONTINENTAL CIRCUITS CORP., a Delaware corporation, on behalf of such corporation. (SEAL) _________________________________________________ Notary Public in and for the State of Arizona _________________________________________________ Print name of notary My Commission Expires:___________________________ 3 23 EXHIBIT A TO SPECIAL WARRANTY DEED LEGAL DESCRIPTION The Land described the Purchase and Sale Agreement is located in Maricopa County, Arizona, and is legally described as follows: PARCEL NO. 1: The North 274.00 feet of Lot 17, EL DORADO INDUSTRIAL PLAZA UNIT THREE, as measured along the West boundary line, according to Book 167 of Maps, page 6, records of Maricopa County, Arizona. PARCEL NO. 2: That part of the South 226.65 feet, as measured at the West boundary property line of Lot 17, EL DORADO INDUSTRIAL PLAZA, UNIT THREE, according to Book 167 of Maps, page 6, records of Maricopa County, Arizona, more particularly described as follows: BEGINNING at the Northwest corner of the above described parcel of land; thence North 88(degree) 51' 01" East, along the North line of said parcel, 197.56 feet; thence South 01(degree) 08' 59" East, 20.00 feet; thence South 88(degree) 51' 01" West, 197.93 feet, to a point on the West line of the above-described parcel; thence North 00(degree) 05' 27" West, along said West line, 20.00 feet, to the POINT OF BEGINNING. 24 EXHIBIT C TO PURCHASE AND SALE AGREEMENT BILL OF SALE When recorded return to: Roger K. Spencer, Esq. Quarles & Brady One East Camelback Road, Suite 400 Phoenix, Arizona 85012-1649 BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT STATE OF ARIZONA ) ) ss. COUNTY OF MARICOPA ) ARIZONA REFRIGERATION SUPPLIES, INC., an Arizona corporation ("Grantor"), for and in consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration to it in hand paid by CONTINENTAL CIRCUITS CORP., a Delaware corporation ("Grantee"), the receipt and sufficiency of which are hereby acknowledged, has granted, sold, assigned, transferred, conveyed, and delivered and does by these presents grant, sell, assign, transfer, convey, and deliver unto Grantee, all of Grantor's rights, titles, and interests in and to the following described properties located in, affixed to, and/or arising or used in connection with the improved property with parking and other amenities (the "Improvements") situated on the land in the County of Maricopa, State of Arizona, more particularly described on Exhibit A attached hereto and made a part hereof for all purposes (the "Land," which together with the Improvements is sometimes hereinafter called the "Property"): (a) Grantor's right, title and interest in and to all fixtures, furnishings, equipment, building materials, transferable equipment leases, carpet, drapes and other personal property and located on, attached to, or used in connection with the operation and maintenance of the Property, and any intangible property pertaining to or used in connection with the Property but specifically excluding the halon fire suppression system (the "Personal Property"); (b) The assignable service, maintenance, or management contracts relating to the ownership and operation of the Property (the "Contracts"); and (c) Any assignable warranties and guarantees relating to the Property or any portion thereof (collectively, the "Warranties"). 25 Grantor and Grantee hereby covenant and agree as follows: (i) Grantee accepts the aforesaid assignment and Grantee assumes and agrees to be bound by and timely perform, observe, discharge, and otherwise comply with and any obligations of Grantor under the Contracts. (ii) Grantee hereby indemnifies and agrees to hold harmless Grantor from and against any and all liabilities, claims, demands, obligations, assessments, losses, costs, damages, and expenses of any nature whatsoever (including, without limited the generality of the foregoing, reasonable attorneys' fees and court costs) which Grantor may incur, sustain, or suffer, or which may be asserted or assessed against Grantor on or after the date hereof, arising out of, pertaining to or in any way connected with the obligations, duties, and liabilities under the Leases and the Contracts, or any of them, arising from and after the date hereof. (iii) The burden of the indemnity made in paragraph (iii) hereof shall not be assigned. Except as aforesaid, this Agreement shall bind and inure to the benefit of the parties and their respective successors, legal representatives and assigns. (iv) Other than as set forth in that certain Purchase and Sale Agreement having an Effective Date (as defined therein) of October _____, 1996, by and between Grantor, as Seller and Grantee, as Buyer, the aforesaid assignment is made as-is, where is, and without warranty or representation of any kind. (v) Neither this Agreement nor any term, provision, or condition hereof may be changed, amended or modified, and no obligation, duty or liability or any party hereby may be released, discharged, or waived, except in a writing signed by all parties hereto. [SIGNATURE PAGE FOLLOWS] 2 26 IN WITNESS WHEREOF, Grantor and Grantee have executed this Bill of Sale, Assignment and Assumption Agreement, on , 1996, to be effective as of the ______ day of , 1996. GRANTOR: ARIZONA REFRIGERATION SUPPLIES, INC., an Arizona corporation By:________________________________________________ Stephen Martin, its President GRANTEE: CONTINENTAL CIRCUITS CORP., a Delaware corporation By:________________________________________________ Joseph Andersen, its Chief Financial Officer 3 27 STATE OF ARIZONA ) ) ss. COUNTY OF MARICOPA ) This instrument was acknowledged before me on , 1996, by Stephen Martin, the President of ARIZONA REFRIGERATION SUPPLIES, INC., an Arizona corporation, on behalf of such corporation. (SEAL) ___________________________________________ Notary Public in and for the State of Arizona ___________________________________________ Print name of notary My Commission Expires:_____________________ STATE OF ARIZONA ) ) ss. COUNTY OF MARICOPA ) This instrument was acknowledged before me on , 1996, by Joseph Andersen, the Chief Financial Officer of CONTINENTAL CIRCUITS CORP., a Delaware corporation, on behalf of such corporation. (SEAL) ___________________________________________ Notary Public in and for the State of Arizona ___________________________________________ Print name of notary My Commission Expires:_____________________ 4 28 EXHIBIT A TO BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT LEGAL DESCRIPTION The Land described the Purchase and Sale Agreement is located in Maricopa County, Arizona, and is legally described as follows: PARCEL NO. 1: The North 274.00 feet of Lot 17, EL DORADO INDUSTRIAL PLAZA UNIT THREE, as measured along the West boundary line, according to Book 167 of Maps, page 6, records of Maricopa County, Arizona. PARCEL NO. 2: That part of the South 226.65 feet, as measured at the West boundary property line of Lot 17, EL DORADO INDUSTRIAL PLAZA, UNIT THREE, according to Book 167 of Maps, page 6, records of Maricopa County, Arizona, more particularly described as follows: BEGINNING at the Northwest corner of the above described parcel of land; thence North 88(degree) 51' 01" East, along the North line of said parcel, 197.56 feet; thence South 01(degree) 08' 59" East, 20.00 feet; thence South 88(degree) 51' 01" West, 197.93 feet, to a point on the West line of the above-described parcel; thence North 00(degree) 05' 27" West, along said West line, 20.00 feet, to the POINT OF BEGINNING. 29 EXHIBIT D TO PURCHASE AND SALE AGREEMENT AFFIDAVIT OF PROPERTY VALUE [Arizona Department of Revenue Affidavit of Property Value attached] 30 EXHIBIT E TO PURCHASE AND SALE AGREEMENT NON-FOREIGN AFFIDAVIT Section 1445 of the Internal Revenue Code of 1986, as amended (the "Code") provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. To inform the transferee that withholding of tax is not required upon the disposition of a U.S. real property interest by ARIZONA REFRIGERATION SUPPLIES, INC., an Arizona corporation (the "Transferor"), the undersigned hereby certifies the following on behalf of the Transferor. 1. The Transferor is not a foreign corporation, foreign partnership, foreign trust or foreign estate (as those terms are defined in the Code and treasury regulations promulgated pursuant thereto); 2. The Transferor's U.S. employer identification number is 86-0067585; and 3. The Transferor's office address is: 2632 East Chambers Phoenix, Arizona 85040 The Transferor understands that this certification may be disclosed to the Internal Revenue Service by the transferee and that any false statement contained herein could be punished by fine, imprisonment, or both. Under penalty or perjury I declare that I have examined this certification and to the best of my knowledge and belief it is true, correct and complete, and I further declare that I have authority to sign this document on behalf of the Transferor. 31 This Non-Foreign Affidavit may be executed in counterparts and any counterpart containing original signatures of all parties shall constitute an original Non-Foreign Affidavit for all purposes. ARIZONA REFRIGERATION SUPPLIES, INC., an Arizona corporation By:_____________________________________________ Stephen Martin, its President STATE OF ARIZONA ) ) ss. COUNTY OF MARICOPA ) This instrument was acknowledged before me on , 1996, by Stephen Martin, the President of ARIZONA REFRIGERATION SUPPLIES, INC., an Arizona corporation, on behalf of such corporation. (SEAL) ________________________________________ Notary Public in and for the State of Arizona ________________________________________ Print name of notary My Commission Expires:__________________ 2 32 EXHIBIT F TO PURCHASE AND SALE AGREEMENT TAXPAYER IDENTIFICATION CERTIFICATE In connection with certain Internal Revenue Service reporting requirements imposed upon the Seller ARIZONA REFRIGERATION SUPPLIES, INC., an Arizona corporation (the "Seller"), the Purchaser CONTINENTAL CIRCUITS CORP., a Delaware corporation (the "Purchaser") hereby certifies that listed below is Purchaser's address and taxpayer identification number, true and correct as of the Closing Date. Address: 3502 East Roeser Road Phoenix, Arizona 85040 Taxpayer Identification No.: 86-0267198 Purchaser hereby consents to Seller's release of the above information in connection with any reporting requirements imposed upon Seller by any governmental authority. CONTINENTAL CIRCUITS CORP. a Delaware corporation By:_____________________________________________ Joseph Andersen, its Chief Financial Officer 33 EXHIBIT G TO PURCHASE AND SALE AGREEMENT AFFIDAVIT REGARDING PARTIES IN POSSESSION Escrow No. State of Arizona ) ) ss. County of Maricopa ) The undersigned, being the _____________ of ARIZONA REFRIGERATION SUPPLIES, INC., an Arizona corporation, being first duly sworn upon oath, deposes and says, THAT this Affidavit has to do with certain real property situated in Maricopa County, Arizona, described on Attachment"A" attached hereto (the "Property"). THAT to Affiant's best knowledge there are no tenants in possession or other parties having rights of tenancy under any leases, recorded or otherwise of the subject property. Further Affiant sayeth not. IN WITNESS WHEREOF, the above Affiant has executed this Affidavit in the capacity set forth herein, on this the ______ of ____________, 1996. ARIZONA REFRIGERATION SUPPLIES, INC., an Arizona corporation By:___________________________________________________ Name:_________________________________________________ Its:__________________________________________________ 34 STATE OF ARIZONA ) ) ss. COUNTY OF MARICOPA ) This instrument was acknowledged before me on ___________________, 1996, by _____________________________, the _______________________________ of ARIZONA REFRIGERATION SUPPLIES, INC., an Arizona corporation, on behalf of such corporation. (SEAL) ___________________________________________ Notary Public in and for the State of Arizona ___________________________________________ Print name of notary My Commission Expires:_____________________ 2 35 EXHIBIT A TO AFFIDAVIT Legal Description of Property PARCEL NO. 1: The North 274.00 feet of Lot 17, EL DORADO INDUSTRIAL PLAZA UNIT THREE, as measured along the West boundary line, according to Book 167 of Maps, page 6, records of Maricopa County, Arizona. PARCEL NO. 2: That part of the South 226.65 feet, as measured at the West boundary property line of Lot 17, EL DORADO INDUSTRIAL PLAZA, UNIT THREE, according to Book 167 of Maps, page 6, records of Maricopa County, Arizona, more particularly described as follows: BEGINNING at the Northwest corner of the above described parcel of land; thence North 88(degree) 51' 01" East, along the North line of said parcel, 197.56 feet; thence South 01(degree) 08' 59" East, 20.00 feet; thence South 88(degree) 51' 01" West, 197.93 feet, to a point on the West line of the above-described parcel; thence North 00(degree) 05' 27" West, along said West line, 20.00 feet, to the POINT OF BEGINNING. 36 EXHIBIT H TO PURCHASE AND SALE AGREEMENT ESTOPPEL REGARDING MECHANICS' LIENS [Estoppel Regarding Mechanics' Liens attached] 37 SCHEDULE 5.2 TO PURCHASE AND SALE AGREEMENT DISCLOSURES REGARDING HAZARDOUS MATERIALS 1. Two underground storage tanks that were located on the Land have been removed. 2. Visible surface oil stains of unknown origin. 3. Matters disclosed by Buyer's Phase I environmental audit. EX-11 4 STATEMENT RE: COMPUTATION OF NET INCOME PER SHARE 1 EXHIBIT 11 CONTINENTAL CIRCUITS CORPORATION STATEMENT RE: COMPUTATION OF NET INCOME PER SHARE (Unaudited) (In thousands, except per share data)
Three months ended November 2, October 31, -------------------- 1996 1995 ---- ---- Weighted average shares outstanding (1) 7,424 7,430 Net Income $1,433 $2,248 Net income per share $ 0.19 $ 0.30
- -------------------------- (1)Common stock equivalents, which were dilutive, were included in the computation of weighted average number of shares outstanding. EX-27 5 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE REGISTRANT'S FORM 10-Q FOR THE QUARTERLY PERIOD ENDED NOVEMBER 2, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FORM 10-Q. 1,000 3-MOS JUL-31-1997 NOV-02-1996 5,584 0 15,974 39 5,981 28,479 77,361 41,600 64,758 13,231 4,083 0 0 72 45,396 64,758 27,123 27,123 22,660 22,660 2,030 0 64 2,365 932 1,433 0 0 0 1,433 .19 .19
-----END PRIVACY-ENHANCED MESSAGE-----