Exhibit 10.8
BILL OF SALE, CONVEYANCE AND ASSIGNMENT
---------------------------------------
This Bill of Sale, Conveyance and Assignment (this "Bill of Sale"), dated
January 2, 1998, is between MINING TECHNOLOGIES, INC., a Kentucky corporation,
1500 North Big Run Road, Ashland, Kentucky 41102 ("Purchaser"), and ADDINGTON
ENTERPRISES, INC., a Kentucky corporation, 1500 North Big Run Road, Ashland,
Kentucky 41102 ("Seller"), and is made and delivered pursuant to, and subject
to the terms of, the Asset Purchase Agreement, dated December 18, 1997, between
Addington Enterprises, Inc. and Mining Technologies, Inc. (the "Asset Purchase
Agreement"), pursuant to which Purchaser acquired certain tangible assets and
real property owned by Seller.
NOW THEREFORE, subject to the terms and conditions of the Asset Purchase
Agreement and for the consideration set forth therein, Purchaser and Seller each
hereby agree as follows:
1. Capitalized Terms; Incorporation by Reference. All annexes and
---------------------------------------------
schedules to this Bill of Sale and the terms of the Asset Purchase Agreement,
including all Schedules, Exhibits and Annexes thereto, are incorporated herein
by reference, and capitalized terms not otherwise defined in this Bill of Sale
shall have the meanings given to such terms in the Asset Purchase Agreement.
2. Assignment. For good and valuable consideration given to Seller in
----------
accordance with and subject to the terms and provisions of the Asset Purchase
Agreement, Seller does hereby sell, convey, transfer, assign and deliver to
Purchaser all of its right, title and interest in and to the assets listed on
Annex A (the "Acquired Assets"), to have and to hold unto Purchaser, its
- - -------
successors and assigns forever.
3. Covenant. Purchaser and Seller covenant and agree that the covenants
--------
contained herein shall be binding upon their respective successors and assigns.
4. Asset Purchase Agreement. The sale, transfer, conveyance, assignment
------------------------
and delivery of the Acquired Assets are made in accordance with and subject to
the representations, warranties, covenants and provisions contained in the Asset
Purchase Agreement. To the extent that any provision of this Bill of Sale is
inconsistent or conflicts with the Asset Purchase Agreement, the provisions of
the Asset Purchase Agreement shall control.
5. Governing Law. This Bill of Sale shall be governed by, and construed
-------------
and interpreted in accordance with, the laws of the Commonwealth of Kentucky,
without regard to its conflict of laws principles. Each party agrees that any
action brought in connection with this Bill of Sale against another shall be
filed and heard in Fayette County, Kentucky, and each party hereby submits to
the jurisdiction of the Circuit Court of Fayette County, Kentucky, and the U.S.
District Court for the Eastern District of Kentucky, Lexington Division.
6. Counterparts This Bill of Sale may be executed in one or more
------------
counterparts (including by means of telecopied signature pages) and all such
counterparts taken together shall constitute one and the same Bill of Sale.
7. Severability. If any provision of this Bill of Sale or its
------------
application will be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of all other applications of that
provision, and of all other provisions and applications hereof, will not in any
way be affected or impaired. If any court shall determine that any provision of
this Bill of Sale is in any way unenforceable, such provision shall be reduced
to whatever extent is necessary to make such provision enforceable.
8. Entire Agreement. All prior negotiations and agreements by and among
----------------
the parties hereto with respect to the subject matter hereof are superseded by
this Bill of Sale and the Asset Purchase Agreement (and the Other Agreements),
and there are no representations, warranties, understandings or agreements with
respect to the subject matter hereof other than those expressly set forth in
this Bill of Sale and the Asset Purchase Agreement (and the Other Agreements).
No extension, change, modification, addition or termination of this Bill of Sale
shall be enforceable unless in writing and signed by the party against whom
enforcement is sought.
9. Headings. Section headings are not to be considered part of this Bill
--------
of Sale, are solely for convenience of reference, and shall not affect the
meaning or interpretation of this Bill of Sale or any provision in it.
IN WITNESS WHEREOF, the parties have duly executed and delivered this Bill
of Sale as of the date first above written.
SELLER: ADDINGTON ENTERPRISES, INC.,
a Kentucky corporation
By: /s/Vic Grubb
Name: Vic Grubb
Title: CFO
PURCHASER: MINING TECHNOLOGIES, INC.,
a Kentucky corporation
By: /s/Donald P. Brown
Name: Donald P. Brown
Title: President
2
ANNEX A
-------
[TO BE COMPLETED]
3