1993-01-15_GENERAL DOCUMENTS - C1981017 (3)

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Mr. William G. Boswell January 6, 1993 Page - 2 instructions that will require the escrow holder to liquidate the same and pay over the purchase price so that closing can proceed, in the event your company and Alta-Bates does not proceed with closing within a prescribed, agreed upon period of time. That seems to be the intent of Paragraph 6.2 of your revised draft submitted to John Reeves on January 1. In that vein, and in the hope of facilitating further negotiations, I have prepared and enclose herewith a revised discussion draft of the Contract. You will note that this draft requires deposit of cash or "cash equivalents" acceptable to MCR to be deposited in escrow on the Effective Date. I hope that by further discussion and exchange of documents, we can refine the definition of "cash equivalents" to a point where it will become mutually satisfactory. You will observe that on the attached discussion draft we have underlined or marked changes from the 12/24/92 draft submitted to you. A few additional comments about these changes are in order, as follows: 3.2 Provides for including proceeds received from the sale of 160 acres, to be deducted from the $6, 000,000 purchase price. 4.2 With respect to "Assigned Contracts" as described on Exhibit 2.3, the Lease on the roof bolter and the Lease on the computer equipment have been rejected and cancelled so that the only remaining assigned contracts pertain to an installment purchase contract on a D-8 dozer and a backhoe. With respect to title conditions under 5. 2, it is intended that Title Insurance Commitments will be provided on all property owned in fee simple. However, we do not know of any title company that will issue a Commitment or insure title on unpatented mining claims. Hence, it is intended that your representatives make their own title investigation with respect to these mining claims utilizing all information, records, etc. that we have in our possession. This procedure was followed, and there is considerable information available from past bank financing transactions in which these claims were pledged as collateral. 6.5, we would recommend approval of thirty banking days after Bankruptcy Court approval for closing with the understanding that closing would occur as rapidly as possible following Bankruptcy Court approval, and our belief that it would be in your