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'o;2s;sa is:i~ Asia asi o2os r:;.s~~.,t~i~s~ _ _ _ _ 4~,;oos:ou <br />Albuquerque Metals Company <br />Denver Metals Company <br />February 25, 1993 <br />Page 2 <br />51,000,000 with interest at the rate of 9% per annum, <br />repayable in full at Closing or the termination of the <br />Transaction by either party. The proceeds of any such loan <br />shall be used by the Companies to purchase inventories and <br />DJJ shall have a first security interest in these <br />inventories and accounts receivable arising from the sale <br />therefrom, and the Companies shall obtain an order with <br />respect to the terms of the loan from the United States <br />Bankruptcy Court for the District of Utah (the "Court") in <br />form and substance satisfactary to DJJ and its counsel. <br />b. The balance of the Purchase Price will be <br />paid by DJJ in cash at Closing. <br />c. The Companies shall deliver to DJJ at the <br />Closing a title policy satisfactory to DJJ and its counsel <br />insuring that DJJ~s title to real property is free and clear <br />as provided in paragraph 4 below. DJJ shall pay any sales <br />taxes on sale of the Purchased Assets up to a maximum of <br />$0,000. Any such taxes in excess of this aaount up to <br />$25,000 shall be deducted from the Purchase Price. Any <br />sales taxes in excess of $%5,000 shall be the obligation of <br />DJJ. <br />4. Title to the Purchased Assets. At the Closing, <br />the Companies shall deliver, or cause to be delivered, all right, <br />title and interest in the Purchased Assets to DJJ, pursuant to an <br />order (the "order") of the Court in form and substance <br />satisfactory to DJJ and its counsel, fzee and clear of any and <br />all claims, liens and encumbrances, except (a) liens for current <br />real property, personal property or ad valorem taxes that are not <br />yet due and payable, which shall be prorated to Closing, (b) <br />mineral rights and claims to minerals held by third parties that <br />do not materially adversely affect the usefulness of the property <br />affected thereby as such property is currently being used by the <br />Companies, (c) water rights and claims to water held by third <br />parties that do not materially adversely affect the usefulness oP <br />the property affected thereby as such property is currently being <br />used by the Companies, and (d) easements, rights of way, <br />covenants, restrictions and reservations that do not materially . <br />adversely affect the usefulness of the property affected thereby <br />as such property is currently being used by the companies (the <br />"Permitted Encumbrances"); provided at its sole option DJJ may <br />elect not to take title to any part or all of the real property. <br />- 2 <br />