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CONTRACT
<br />THIS CONTRACT entered into August _ , 1992, between MID -
<br />CONTINENT RESOURCES, INC., a corporation organized and existing
<br />under the laws of the State of Delaware, and currently a debtor in
<br />possession in a case filed under Title 11, Chapter 11, United
<br />States Code ( "the Bankruptcy Code "), herein referred to as "Mid -
<br />Continent," and MACHINERY & EQUIPMENT COMPANY, INC. ( "M &E "), a
<br />California corporation and A. M. KING INDUSTRIES, INC. ( "King "), a
<br />Nevada corporation also qualified to do business in the State of
<br />Colorado, jointly and severally and as joint venturers doing
<br />business for purposes of this Contract as M &E /RING, herein referred
<br />to as the "Contractor."
<br />A. WHEREAS, Mid- Continent is the owner of the Dutch Creek
<br />Coal Mine at Redstone, Colorado, (the "Mine Site," as hereinafter
<br />defined), and a coal load -out site at Carbondale, Colorado, (the
<br />"Load -Out Site," as hereinafter defined); and,
<br />B. WHEREAS, Mid - Continent wishes to cause to be dismantled
<br />and have sold all economically salvageable mining equipment and
<br />other assets and support equipment located at the Mine Site, the
<br />Load -Out Site, the Carbondale Industrial Park, and the Carbondale
<br />Fabrication Shop, including also the surface structures located at
<br />the Mine Site and the Load -Out Site (except those structures
<br />reserved for post- mining use as hereinafter specified); and
<br />C. WHEREAS, Contractor represents that it has the capability
<br />of effectively carrying out the dismantling and sale of the
<br />equipment and surface structures as herein described;
<br />NOW, THEREFORE, Mid- Continent, M&E, Ring, and Contractor, each
<br />in consideration of the undertakings and agreements of the other
<br />set forth herein, hereby agree as follows:
<br />I. DEFINITIONS.
<br />Each of the following terms, when used in this and other
<br />Contract documents related hereto (any of which, all or separately,
<br />including this Contract, are hereinafter referred to as "Contract
<br />Documents "), shall have the meaning set forth for it below, unless
<br />the context in which it is used indicates otherwise:
<br />A. Bankruptcy Court. The United States District Court for
<br />the District of Colorado in Bankruptcy, exercising jurisdiction in
<br />the case filed by Mid - Continent under the Bankruptcy Code, Case No.
<br />92 11659 PAC.
<br />B. Contract Documents. All those writings as attached
<br />hereto or referenced herein, including this Contract and any and
<br />all drawings, specifications, and changes approved as herein
<br />provided.
<br />08/13/92(12)
<br />RECITALS:
<br />AA-,Tiz e 7 -C
<br />G G `..• p r
<br />g- /3 - 9Z
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