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110REID1LIIT iOR 9AL6 WD -OmC81,HE 07 1[IYfi11I.8
<br />THIS AGREEMENT, made an4 entered Snto e[f active ae o[
<br />November L, 1995, by and between Reorgenlzetl CFaI Steel
<br />Corporation, a Colorado corporation, whose addreae is 7a0
<br />Thetcnar Bu lid ing, P. O. Box 93E, Puehlo, Colorado 83002
<br />(•Seller") and Myoming Enecqy Operators, Inc., a Myoming
<br />corporation, vnosa address is P. O. Box aa0, Med lc lne Bov,
<br />Myominq 82729 ("Porch seer"):
<br />1. Seller agrees to convey end Purche ser agrees to purchase on
<br />the taro and condttlona set forth !n Ch to Agreement the 011 end
<br />gee (the •Minerele•) presently owned by Seller ln, on and under
<br />Ue real estate described Sn Exhibl.t "A^ attaci~ad hereto and
<br />incorporated herein by reference, said real estate being situated
<br />in Carbon County, uyoming end said Minerele containing
<br />approximately 8,210 net mineral scree, but no cur[ace rightc.
<br />2. No warranty Se made by Seller es [o the exact size oC the
<br />Premises or the exact number oC net mineral acres as set forth on
<br />Exh iblt "A" hereto.
<br />]. Purchaser agrees to pay to Seller, ae the purohaee price for
<br />the Minerals, the cum oC Forty Thou¢and and No!100the Oolla re
<br />(USSa 0, 000.00) payable ac follows:
<br />e. 55,000.00 in the form of an earnest money depoalt and
<br />part payment of the purchase price, payable to and held by Seller
<br />on behalf o[ both Seller end Purchaser; end
<br />b. 5]5,000.00 to be paid by Purchaser upon delivery o[ the
<br />deed to the MSnara le et Clesinq (ae hecef natter def Sned) In cash,
<br />alectronlc transfer [undo, cartlf led check or ca ch tar's check.
<br />a. Tha data a[ Cloc ing shall be December 15, 1995, (the
<br />"Closing") or by mutual agreement at an earlier date, or ae
<br />extended ae necessary to obtain Bankruptcy Court approval as
<br />epaclf tad below Sn Paragraph 16. The hour and place o[ Closing
<br />shall be des Sgnated by Seller.
<br />5. Subject to tentler or payment et Closing as required herein
<br />and compliance by Purchaser with the other terms and prow is Sons
<br />hereof, Seller shall execute end deliver a putt Claim Deed (the
<br />"Deed') o[ the Minerals to Purchaser conveylnq the MSna[alc
<br />subject to mineral leases of record ss o[ the data hereof end
<br />utility easements, end subject to building and zoning
<br />regulations.
<br />6. The Deed shall be delivered upon the receipt of the payment
<br />specified Sn subparagraph 1(6) above.
<br />7. The MSnerels shall be conveyed by Seller "as le" and without
<br />varra nties of any nature. Upon comp letlon oC the purchase and
<br />~,r .,:. ....
<br />
<br />eels under this Agreement, Purchaser shell valve and release any
<br />c la Sms or causes of action that it has or may have against Seller
<br />[or any environmental eontemina tlon with respect to the Minerals.
<br />6. Purchaser shell assume end agree to be bound by and cake the
<br />Mine ra le subject to all governmental permits and obi lgatlons,
<br />including mines land reclama tl on permits, bonding requirements,
<br />and environmental permits, end all lessee, of record as of the
<br />date hereof, covering the Mineral e, provided however, the
<br />Be nkruptcy Court Order approving this Agreement For Sale Mel
<br />Purchase OC Minerele shall provide that the Minerals snail be
<br />conveyed Cree and clear o[ ell liens, claims and interests of
<br />creel Store of Seller and shell further set forth a Clndinq toot
<br />the Purchaser of the Minerele La a good faith purchaser within
<br />the provisions of 11 U.S.C. 5 767 (m).
<br />9. General taxes on the Minerals, if nny, fot the year of
<br />Closing (based on the most recent levy and the most recent
<br />a caessment), and any royelt ies, bonuses, and rental payments
<br />shell be prorated to date of Cl oslnq.
<br />My solar, use and transfer [ex toot may accrue because of this
<br />transaction shall be paid 6y Purchaser.
<br />10. Purchaser and Seller shall pay their respective closing
<br />casts at Closing exc:e pt as otherv ise provided herein. Purchaser
<br />and Seller shall sign and complete a31 customary or required
<br />Ootuments at or before Closing. Each party shall bear its own
<br />fees associated with Closl ng.
<br />11. Anything to the contrary harem note ithetanding, Sn the
<br />event of any lltlgat ion or orb lira tlon ar le ing out of this
<br />Agreement, the court chell award to the prevailing party all
<br />reasonable costa and expen¢e, inc luding attorneys' fees.
<br />12. 1[ la understood and agreed that time is of the essence of
<br />this Agreement.
<br />17. If any payment due hereunder le not paid, honored or
<br />tendered when due, or ft any other obilga [!on hereunder is not
<br />performed or waived as herein provided, there shall be the
<br />tot lowing remedies:
<br />(a) If Purcharer is in default: All payments end things of
<br />value received hereunder shall be torte i[ed by Purchaser end
<br />retained on bah alt of Seller end both pert tea shell thereafter be
<br />re lees eel from all obllget ions hereunder. IC la agreed that such
<br />payments and things of value are llqu idated damages and (except
<br />as provided in Pa rayreph 11 above) ere Seller's sale and only
<br />remedy for Purchase['6 [e Slurs to per (o rm the obligations of Lhls
<br />Contract.
<br />(b) It Seller is in deCaul t: Purchaser may elect to treat
<br />[his Agreeme nt as canceletl, in which case all payments and things
<br />of value received he reu ntler shell be recurned, or Purchaser may
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