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_~~e:'_- ~=..7 TF~FT,STciTINILF_3FCLLISTEi TO 75-150°_ c-o0'. ~ , E2% ! + ~,,, it The David J. Joseph Compacry February 25, 1993 Albuquerque Metals Company Denver Metals Company c/o CF&I Steel Corporation P.O. Sox 316 Pueblo, Colorado 81002 Gentlemen: P. 03 This letter of intent, when duly approved and executed by the parties, will set .forth in summary form the principal teerms and conditions under which The David J. Joseph Company ("DJ,7") proposes to purchase all of the property, plant and equipment of A1;=uquerque Metals Company and Denver Metals Company (collectively the "Companies"). The principal terms and conditions are: 1. ~ilrchase o! Assets. DJJ will buy from the • Companies, and the Companies will sell to DJJ, all of the property, plant and equipment of the Companies, including a:ll land, buildings, improvements, machinery, equipment, parts Isnd supplies, contracts, customer and supplier lists and busi.neiss records (the "Purchased Assets"). The Purchased Asseta ti•il:l not include lnvertories and receivables of the Companies. However, DJJ shall also purchase the Companies' scrap inventories on hand at the time of Closing. The purchase price shall be deta:rm.ined by a physical inventory and market prices at the time of Closing. Dv3 will not assume any liabilities of the Companies. • 2. ~+±rchase price. The purchase price payable lby.DJJ for the Purchased Assets will be 52,800,000 (the "Purcha:~e . Price"). 3. a ent. The Purchase Price will be paid as tollows: a. At the Companies' option, DJJ will either (i) deposit $1,000,000 in escrow with Star Bank, 2i.1~. on the date of the execution of this letter of intent by t3ie parties which will be applied to the Purchase Price at the closing (the "Closing") of the transaction outlined in this letter of intent (the "Transaction") and returned to CJJ i! not closed, or (ii) commencing March 1, 1993, fund ~3 working capital loan to the Companies in the amount of up to