PURCHASE AGREEMENT
AND XXXX OF SALE
(Interstate Asphalt Company)
FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of
which is hereby acknowledged, Interstate Asphalt Company, a North Dakota
corporation ("Interstate"), hereby sells, conveys, transfers and assigns to
Crown Asphalt Products Company, a Utah corporation ("Capco"), all of
Interstate's rights, title, and interest in and to its raw materials, work in
process, finished goods or other asphalt products related inventory, wherever
located (the "Inventory").
The purchase price for such Inventory shall be equal to the cost of
such Inventory, plus any interest expenses and other costs or expenses
reasonably related thereto, as mutually agreed upon by Interstate and Capco and
subject to such reasonable substantiation requirements as may be imposed by
Capco (the "Purchase Price").
Capco shall pay the Purchase Price to Interstate on the Funding Date
(as such term is defined in that certain Asset Purchase Agreement dated of even
date herewith and made and executed by Capco and the owners of certain asphalt
terminal properties located in Williston, North Dakota and Billings, Montana);
provided, however, that all conditions precedent to Purchaser's funding
obligations specified in Article VI have been satisfied or waived.
Interstate hereby represents and warrants to Capco (a) that Interstate
has good and marketable title in and to the Inventory and (b) that Capco shall
have good and marketable title to the Inventory, free and clear of any liens or
encumbrances of any kind and nature, as of the date hereof (or, if the Inventory
is subject to any such liens or encumbrances, that Interstate shall and does
agree to remove, satisfy, extinguish or discharge such liens on or prior to the
Funding Date). In the event the Inventory is not free and clear of liens or
encumbrances, or Interstate's representations or warranties are incorrect in any
material respect, on the Funding Date Capco shall have the right, at its
election, to offset any costs, expenses, damages, claims, payments or monetary
damages directly arising therefrom or related thereto against the Purchase
Price.
IN WITNESS WHEREOF, this Master Assignment, Purchase Agreement and Xxxx
of Sale has been executed as of April 17, 1999.
INTERSTATE ASPHALT COMPANY
By:/s/ Xxxxxx X. Xxxxxxxxx
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Print name:Xxxxxx X. Xxxxxxxxx
Title:President
Crown Asphalt Products Company
/s/ Xxx Xxxxxx
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Xxx Xxxxxx, President
