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into the approved Contract,dated September 1,1992,with M&E and A. M.King Industries, <br /> Inc. ("King"),jointly and severally and as joint venturers doing business for purposes of the <br /> Contract as"M&EAKing",as the MCR equipment and metal structures liquidating contractor <br /> (herein the"M&E/KING CONTRACT",Answer Exhibit 1 to Defendants'amended answer and <br /> counterclaims). The M&EAKING CONTRACT is specifically incorporated into the bankruptcy <br /> liquidation PLAN confirmed by the Bankruptcy Court (PLAN §§ 1.19 and 1.20). <br /> 15. Under the terms of the M&E/KING CONTRACT,work by the equipment and <br /> metal structures liquidator fell into two basic categories — either salvaging or scrapping. <br /> Salvage work is Contract defined (M&E/KINC CONTRACT ¶ III). Equipment and metal <br /> structures sales,the source of the liquidator's profits,are within the liquidator's discretion <br /> subject only to a basic pricing floor approved by the Bankruptcy Court (id., and ¶ II.D.1). <br /> "Equipment and metal structures that do not sell within a reasonable period of time are <br /> considered scrap metal and may be cut up or given away with the proceeds therefrom, if <br /> any,retained by the equipment liquidator (id. $ II.J). <br /> 16. In addition to salvaging and scrapping mine equipment and improvements, <br /> it is M&EAKing's responsibility as the"[e]quipment and metal structures"liquidator to also <br /> remediate, "At the conclusion of its work, Contractor will leave the Jobsites in a clean <br /> condition." (Id. ¶ H.M.) M&EAKing's salvage, scrapping and remedial/reclamation work <br /> continues to the present but should be completed by the end of the 1997 work season. <br /> BANKRUPTCY LIQUIDATION PLAN <br /> 17. Once the final prospective purchaser for the mine property withdrew,it was <br /> clear it was not feasible to reorganize MCR under Chapter 11 of the Bankruptcy Code.A plan <br /> of liquidation,embodying the provisions of Chapter 7 of the Bankruptcy Code,11 U.S.C.§§ <br /> 701 -728,was developed,reviewed by the interested parties and the bankruptcy Creditors' <br /> Committee, and then proposed to the Bankruptcy Court. Ultimately, a SECOND AMENDED <br /> PLAN OF LIQUIDATION(herein the"PLAN")was approved and confirmed by"Order Confirming <br /> Debtor's Second Amended Plan of Liquidation"(the"Confirming Order"),which was entered April <br /> 11, 1994,by the Honorable Patricia A. Clark,to which is attached: <br /> a. "Debtor's Second Amended Plan of Liquidation", dated <br /> February 1, 1994; <br /> b. "Amendment to Debtor's Second Amended Plan of <br /> Liquidation", dated and submitted March 3, 1994 (revising <br /> Sections 4.3.2(ii) and 4.3.4 and deleting Section 4.3.6); <br /> C. "Amendment to Debtor's Second Amended Plan of <br /> Liquidation",dated and filed March 9,1994(changing date in <br /> CIVIL No.97 Cv 131-3 -4- THIRD-PARTY COMPLAINTT <br />