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ozi2s;a~ is:is ~e.a a9i o.as Tr.~:.s-~:::nss ~oosioo . ----- P.lbuauerque Metals Company Denver Metals Company February 25, 1993 Page 3 5. Conduct of Business. From the date hereo:C through the Closing, t_'~e Conpanies will carry on their business .in the ordinary course and will pct acquire, sell or dispose of an.y Furchased Assets, other thar. the ac~:isition of raw mate::_als and the sale of inventory in the ordinary course of business... Notwithstandi~c t~:e foregoing, DJJ ac}czowledges and agrees that the Companies will sell tY:eir inventories and receiva:le:; to CF&I Steel, L. P. ("L.P."), an affiliate of Oregon Steel Millis, Inc., pursuant tc the plan of reorganization (the "Plan") of tk:e Companies, these inventories beinc inventories other than: the ones which may be financed by DJJ under svb-paragraph 2a above. 6. Definitive Acree^:e.^.t. Consummation of this transaction will be subjec" amonc other things, to cemplet:ien by DJJ of its due diligence activities; receipt of an independent environmental report acceptable to DJJ performed by an independent consultant engaged by DJJ; receipt by DJJ of an}• necessary govern.~ental approvals and authorizations to do busiress; the negotiation, preparation and execution oP a definitive asset purchase agreement (the "Definitive Agree:~ent") and related documents with terms satisfactory to DJJ and thE: Companies; and the finality of the order entered by the Couz-t. The parties acknowledge that DJJ is purchasing the Purchased. Assets from the bankruptcy estates (the "Estates") of the Companies, that all of the remaining assets (i.a, inventoies and receivables) of the Companies are being purchased by L.P. and that all proceeds from such sales will be distributed to i•~e creditors of t'~e Companies and of CF&I Steel Corporation pursuant to the Plan. Accordingly, the Companies will not make any representations or warranties with respect to, nor indemnify DJJ against losses arising frog or relating to, the Purchased Assets. 7. Access to Premises. Books and Records. To pe::mit DJJ to conduct its due diligence investigation, the Companies will permit DJJ and its agents to have reasonable access to t:he Companies' prenises (the "Premises") during normal business heurs in which the Companies conduct their business and to all of t:he Comranies' books and records. The Companies acknowledge that: DJJ intends to cause environmental investigations to be conducted with regard to the Premises and the Comranies agree to allow `• access to the Pre_*aises by the persons retained by DJJ to conc.uct such environmental investigations, provided that DJJ shall indemnify and hold harmless the Comranies from any toss or damage caused by sucr_ environmental investigation. In the event •the Transaction does not close for any reason, DJJ shell repla~~e, repair, and restore any damage to the Premises caused by D;7J's - 3 -