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Case 1:20-bk-12043 Doc 465-1 Filed 10/09/20 Entered 10/09/20 14:01:47 Desc <br /> Exhibit 1 - Sale Agreement between certain Debtors and the Stalking Horse Bidder Page 38 of 207 <br /> Section 3.2. Allocation of Credit Bid. The Credit Bid shall be allocated among the <br /> Purchased Assets as follows (the "Credit Bid Allocation"): <br /> (a) Challenged Assets $500,000.00 <br /> (b) CAM Mining Assets $25,000,000 <br /> (c) Leesville Land $100,000.00 <br /> (d) Purchased Working Capital $8,750,0001 <br /> (e) Purchased Colorado Property Assets $2,000,0002 <br /> (f) Hopedale Mining Assets $1.00 <br /> (g) Taylorsville Reserve Assets $1.00 <br /> (h) McClain Canyon Reserve Assets3 $1.00 <br /> Section 3.3. Payment of Purchase Price. At the Closing, Purchaser and/or the <br /> applicable Designated Purchaser(s) will (a) surrender and release a portion of the DIP Facility <br /> and a portion of Prepetition Secured Debt as described in Section 3.1(a) and credit the Sellers <br /> with the same in the amount of the Credit Bid, (b) assume the Assumed Liabilities pursuant to <br /> instruments delivered at the Closing as provided in Section 4.3, and (c) pay the Assumed Cure <br /> Costs and the Transfer Taxes as required by, and in accordance with, the Sale Order. <br /> ARTICLE IV. <br /> CLOSING AND TERNIINATION <br /> Section 4.1. Closing Date. Subject to the satisfaction of the conditions set forth in <br /> Sections 9.1, 9.2 and 9.3 hereof (or the waiver thereof by the Party entitled to waive that <br /> 1 This is the full Credit Bid Amount for the Working Capital without deduction for the value of Castle Valley Coal <br /> Inventory and Jewell Valley Coal Inventory that may be purchased in a Complementary Transaction <br /> 2 This is the full amount of the Credit Bid Amount allocated to the Colorado properties without deducting for the <br /> full value of the Bonded Colorado properties that may be excluded. <br /> 3 This bid includes the Bonded Colorado Property Assets. <br /> 33 <br /> 4844-9981-3577v6 <br /> 4821-9091-9881.v1 <br />