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ASSET PURCHASE AGREEMENT <br />Agreement dated as of ~L~, 1993 between THE <br />DAVID J. JOSEPH COMPANY, a Delaware corporation ("Buyer") and <br />REORGANIZED CF6I STEEL CORPORATION, a Colorado corporation <br />("Reorganized CF6I") and DENVER METALS COMPANY, a Delaware <br />corporation ("DMC"] (Reorganized CFiI is sometimes referred to <br />herein as "Seller"). <br />On November 7, 1990, CFiI Steel Corporation ("CF4I") <br />and its subsidiaries, including DMC, filed petitions: for <br />reorganization under Chapter 11 of the United States Bankruptcy <br />Code, 11 U.S.C. § 101 et seq., as amended, (the "Code") with the <br />United States Bankruptcy Court for the District of Utah (the <br />"Bankruptcy Court"). <br />CFSI and its subsidiaries (the "Debtors") filed with <br />the Bankruptcy. Court the Debtors' and Railroad Trustee's First <br />Amended and Restated Joint Plan of Reorganization, dated December <br />1, 1992 (the "Plan"). <br />On February 12, 1993, the Court entered an order <br />confirming the Plan. On March 3, 1993 (the "Effective Dnte"), <br />the Debtors (except for DMC, Albuquerque Metals Company, Kansas <br />Metals Company and Colorado and Utah Land Company) sold <br />substantially all of their assets to CFiI Steel, L.P. The <br />Debtors becane reorganized debtors pursuant to the Plan ~~n the <br />Effective Date. <br />Pursuant to the Plan, on the Effective pate, <br />Reorganized CFSI acquired all of the assets of DMC and ins <br />required to sell the assets in an orderly manner. Pending such <br />sale, Reorganized CFiI has entered into an operating agriaement <br />with DMC regarding the continued operation of the assets in the <br />scrap metals business (the "Business"). <br />Contemporaneously with this Agreement, Reorganized CFiI <br />and DMC are filing a motion with the Bankruptcy Court for <br />approval of a sale order to sell certain of the assets (1;he <br />"Assets") to Buyer, free and clear of claims, liens and <br />encumbrances and pursuant to this Agreement. (Said order <br />referred to herein as the "Sale Order"). <br />The sale of the Assets pursuant to this Agreement is <br />pursuant to the Plan and shall be pursuant to the Sale Order. <br />The parties agree as follows: <br />1. The Acouisition. <br />1.1 Purchase and Sale. Subject to the terms a <br />conditions of this Agreement, at the Closing to be held as E X H I B <br />