<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8K
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of Earliest Event Reported) December 10, 1999
Commission File Number 0-14443
WASTE TECHNOLOGY CORP.
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
DELAWARE 13-2842053
-------- ----------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5400 Rio Grande Avenue
Jacksonville, Florida 32205
---------------------------
(Address of Principal Executive Offices)
(800) 231-9286
--------------
(Registrant's Telephone number, including area code)
<PAGE>
Item 1. BUSINESS.
On December 10, 1999, Waste Technology Corp.'s (the "Company")
wholly owned subsidiary, International Press and Shear Corporation ("IPS"), a
Georgia corporation, which owned and operated a hydraulic press baler
manufacturing facility in Baxley, Georgia consummated the sale of all of its
tangible and intangible assets to a newly formed corporation, IPS Balers Inc
("IPS Balers"), also a Georgia corporation. The principals of IPS Balers are
Sidney Wildes and Forest H. Wildes, who until their recent resignations were
officers of IPS. Sideny Wildes was also formerly a Director of the Company.
The purchase price paid by IPS Balers for IPS' assets, which include
the right to IPS' name and logo, was $800,000, $640,000 of which was paid on
closing and the balance of $160,000 is to be paid sixty (60) days from the
closing.
In addition to purchasing all of IPS' assets, IPS Baler also agreed
to assume certain of IPS' liabilities, including IPS' obligations to Appling
County, Georgia relating to the construction of the Baxley facility; to SunTrust
Bank relating to the financing of equipment; and, the obligations of IPS
pursuant to the lease for the Baxley facility.
The agreement with IPS Balers also provides that the Company will
convey and relinquish to IPS Balers all rights it had to the hinged sidewall
baling/pressing equipment previously manufactured by the Company and IPS.
However, the Company has been granted a license to manufacture for its own sales
purposes seven and eight inch bore standard hinge side closed door and open end
auto tie products in exchange for the Company's agreement to pay its
proportionate share of royalties to the holder of the patent for such equipment.
The agreement further provides that the Company and IPS Balers each will
manufacture baling presses for the other as private labeled products.
This is only a brief summary of the agreement between the parties
and anyone interested in reviewing the terms of the Asset Purchase Agreement
between IPS and IPS Balers is referred to the complete Asset Purchase Agreement
which is filed herewith together with all exhibits thereto.
Item 7. Financial Statements and Exhibits.
The following documents are filed herewith:
10.41 Asset Purchase Agreement between International Press and Shear
Corporation and IPS Balers Inc. together with Exhibits.
10.41.1 Assignment of Lease and Option between International Press and
Shear Corporation, IPS Balers Inc. and Development Authority of Appling County.
<PAGE>
10.41.2 Assignment of Equipment Warranties between International Press and
Shear Corporation and IPS Balers Inc.
10.41.3 Assignment of Interest in Patent between International Press and
Shear Corporation, Waste Technology Corp. and IPS Balers Inc.
10.41.4 Seller's Compliance Certificate
10.41.5 Certificate of Resolution and Certification of Incumbency of
International Press and Shear Corporation.
10.41.6 Certificate of Resolution and Certification of Incumbency of Waste
Technology Corp.
10.41.7 Affidavit of Title to Business and In Compliance with Bulk
Transfer Act.
10.41.8 Certificate Regarding Broker
10.41.9 Buyer's Compliance Certificate
10.41.10 Assignment and Assumption of Accounts between International Press
and Shear Corporation and IPS Balers Inc.
10.41.11 Certification as to Payment of Taxes
10.41.12 Bill of Sale from International Press and Shear Corporation to
IPS Balers Inc.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange
Act of 1934, the Registrant has duly caused and authorized this report to be
signed on its behalf by the undersigned.
Dated: December 13, 1999
Waste Technology Corp.
By: s/ Morton S. Robson
-------------------------------
Morton S. Robson,
Executive Vice President
<PAGE>
EXHIBIT NO. 10.41
<PAGE>
ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT (this "Agreement") is entered into as of the
10th day of December, 1999, by and between International Press and Shear
Corporation ("IPSC"), a Georgia corporation, hereinafter referred to as the
"Seller", and IPS Balers Inc., a Georgia corporation, as the "Buyer".
RECITALS
A. IPSC is engaged in the business of manufacturing and selling hydraulic
baling presses at it location in Baxley, Georgia.
B. IPSC is wholly owned by Waste Technology Corp., a Delaware
corporation, 2400 Rio Grande Avenue, Jacksonville, Florida "WasteTech".
C. Seller desires to sell and assign to Buyer substantially all the
assets of IPSC used in and connected with the operation of its baler
manufacturing business in Baxley (the "Business"), and Buyer desires to purchase
such assets and to assume certain liabilities associated with such assets,
pursuant to the terms, conditions, limitations and exclusions contained in this
Agreement.
AGREEMENT
The Parties, intending to be legally bound, agree as follows:
1. DEFINITIONS. For purposes of this Agreement, the capitalized terms and or
those in quotes shall have the meanings ascribed to them herein or the meaning
generally recognized in the industry in which the Business is involved.
2. PURCHASE AND SALE OF THE ASSETS; CLOSING
2.1 Agreement to Purchase and Sell. Subject to the terms and conditions of
this Agreement, Seller hereby agrees to grant, sell, assign, transfer, convey
and deliver (or cause to be granted, sold, assigned, transferred, conveyed and
delivered) all right, title and interest in and to the Purchased Assets, free
and clear of any Encumbrances or Security Interests except the Assumed
Liabilities specifically assumed under Section 2.3 hereof, and Buyer hereby
agrees to buy and acquire the Purchased Assets from Seller, and to assume the
Assumed Liabilities upon the terms and conditions set forth in this Agreement.
2.2 Purchased Assets. The "Purchased Assets" are all of the tangible and
intangible assets of Seller used in the Business including but not limited to:
(a) all rights under that certain Lease with option to purchase entered
into between the Development Authority of Appling County, as Lessor/Seller and
IPSC as Lessee/Purchaser dated April 1, 1996 (the "Lease"), demising the lands
and rights thereto described in Exhibit A, together with all buildings located
thereon and all fixtures thereto;
(b) all machinery, equipment, furnishings, fixtures, appliances, and
computer programs specifically including but not limited to the items listed on
Exhibit B;
Page 1
<PAGE>
(c) all inventory, parts, finished goods, work-in-process, and orders;
(d) all rights, licenses, permits, contract rights, patent rights (subject
to Section 11 hereof), warranty rights against suppliers, accounts receivable,
and bank accounts;
(e) the IPS name and logo, telephone and fax numbers, listings, and other
rights; all of which shall be substantially the same as listed on IPSC's
financial statements as of October 31, 1999;
(f) all option or refusal rights with respect to lands adjoining the
Exhibit A property.
2.3 Agreement to Assume Certain Liabilities. At the Closing, Buyer shall
assume and agree to discharge and perform only the following liabilities (the
"Assumed Liabilities"):
(a) EIP Note made by IPSC in favor of Appling County, Georgia in the
original principal amount of $250,000, secured by machinery and equipment, with
a current balance of approximately $140,000. A copy of said note is attached as
Exhibit C.
(b) Guaranty of Note dated April 5, 1996 made by the Development Authority
of Appling County in favor of South Trust Bank of Florida, NA, in the original
principal amount of $720,000, with a current balance of approximately. Copies of
said note and guaranty are attached as Exhibit D.
(c) Lessee's obligations under the Lease. Lease/Purchase payments are made
directly to South Trust Bank to service the above referred to note.
(c) Guaranty of Note made by AmeriSouth Recycling of Alabama Inc. in favor
of SunTrust Bank, Southeast Georgia NA, in the original principal amount of
$215,000, with a current balance of approximately $203,750. Copies of said note
and guaranty are attached as Exhibit E.
(d) Accounts payable of IPSC listed on the attached Exhibit F, except the
$4250.00 payable to Collins Company for repair of lightning damage to the
telephone system.
(e) Customer deposits listed on the attached Exhibit G.
(f) Liabilities and obligations that arise or are attributable solely to
events occurring on or after the Closing Date, excluding any Excluded
Liabilities.
The assumption by Buyer of any Assumed Liabilities shall not be deemed to
modify or amend Seller's representations and warranties contained herein or in
any way impair Buyer's right to rely upon such representations and warranties or
to obtain indemnification pursuant to Article 10 hereof for any breach of such
representations and warranties.
2.4 Personal Indemnity for Assumed Liabilities. Buyer's principals Sidney
Wildes and Forrest H. Wildes shall personally indemnify Seller against any loss
caused by Seller being called upon for payment of any of the Assumed Liabilities
itemized as Section 2.3 (a) through (e).
2.5 Excluded Liabilities. All claims against and liabilities and
obligations of Seller not specifically assumed by Buyer pursuant to Section 2.3,
including, without limitation, the following claims against and liabilities of
Seller (the "Excluded Liabilities"), are excluded, and shall not be assumed or
discharged by Buyer, and shall be discharged in full when due by Seller:
(a) Any liability for Taxes arising prior to or as a result of the
sale of the Purchased Assets under this Agreement.
(b) Any liabilities for or related to indebtedness of Seller to
banks, financial institutions, or other Persons, except Section 2.3 Assumed
Liabilities.
Page 2
<PAGE>
(c) Any liabilities of Seller for or with respect to any employees
of Seller, including, without limitation, any liabilities pursuant to any
compensation, collective bargaining, pension, retirement, severance,
termination, or other benefit plan, agreement or arrangement.
(d) Any customer deposits received by Seller not expressly assumed
by Buyer pursuant to Section 2.3(e) above.
(e) Any warranty claims on equipment manufactured by Seller or any
other WasteTech subsidiary. Provided, however, Buyer will provide warranty
service reasonably requested by Seller on equipment manufactured and sold by
Seller prior to the Closing Date; provided further that all expenses related to
the warranty service including parts, materials, labor, travel and related
expenses are paid by Seller. Buyer shall not undertake any warranty service
until directed in writing by Seller's CEO or his designated representative.
(f) Any product liability claims relating to equipment manufactured
by Seller prior to the Closing Date.
(g) Any inter-company (between IPSC and WasteTech) expenses or loans
accruing prior to the Closing Date.
(h) Any other liabilities of Seller, whether absolute or contingent,
that are attributable to or arise from facts, events, or conditions that
occurred or came into existence prior to the Closing whether or not such
liabilities are asserted or claimed prior to the Closing or thereafter; except
any liability known to Buyer's principals Forrest H. Wildes and Sidney Wildes as
officers of Seller and not disclosed to Seller's officers/employees at the
parent WasteTech's Jacksonville office, which liabilities may not be discharged
by Seller.
2.6 Closing. The purchase and sale of the Purchased Assets (the
"Closing") provided for in this Agreement will take place at the offices of
Buyer or Buyer's attorneys or Buyer's lender on November 24, 1999; or such
earlier or later time and place as the Parties may agree in writing. The
effective time of the Closing shall be 12:01 a.m., Eastern Standard Time, on the
Closing Date.
2.7 Purchase Price. In consideration for the Purchased Assets, Buyer shall
assume the Assumed Liabilities, and pay the sum (the "Purchase Price") of Eight
Hundred Thousand Dollars ($800,000), as follows:
(a) $640,000 at Closing; and
(b) $160,000 on the sixtieth (60th) day after the Closing Date.
2.8 Allocation of Purchase Price. The Purchase Price shall be allocated as
set forth in Exhibit H.
2.9 Transactions at the Closing. The following transactions shall take
place at the Closing:
(a) Seller shall enter into (as applicable) and/or deliver to Buyer: (i)
the Bill of Sale; (ii) Assignment of Lease; (iii) any Required Consents; (iv)
satisfactory evidence of the release of any Encumbrances or Security Interests
on the Purchased Assets which are not Assumed Liabilities; (v) all applicable
Tax Clearances; and (vi) other instruments of transfer, and all other related
documents as may be necessary to effect the sale and assignment of the Purchased
Assets in accordance with the terms hereof. Seller shall also deliver to Buyer
all Books and Records with
Page 3
<PAGE>
respect to the Purchased Assets.
(b) Buyer shall enter into (as applicable) and deliver to Seller:
(i) the Bill of Sale, and (ii) other assumption agreements, instruments and
other documents as may be reasonably necessary to evidence the assumption by
Buyer of the Assumed Liabilities.
(c) The Parties shall also deliver to each other the agreements,
instruments, opinions, certificates, and other documents referred to in this
Agreement.
2.10 Third Party Consents. To the extent that Seller's rights under
portion of the Purchased Assets may not be assigned without the consent of a
third party and such consent has not been obtained, this Agreement shall not
constitute an agreement to assign the same if an attempted assignment would
constitute a breach thereof or be unlawful, and Seller and Buyer, to the maximum
extent permitted by law and any terms of or limitations relating to such asset,
shall use their Best Efforts to obtain for Buyer the benefits thereunder, and
shall cooperate to the maximum extent permitted by law and any terms of or
limitations relating to such asset in any reasonable arrangement designed to
provide such benefits to Buyer, including any sublease or subcontract or similar
arrangement, and if Buyer has obtained such benefits, Buyer shall discharge
Seller's obligations thereunder arising from and after the Closing Date, except
for those obligations arising because of Seller's breach.
3. REPRESENTATIONS AND WARRANTIES OF SELLER
Seller represents and warrants to Buyer as follows:
3.1 Organization and Good Standing. WasteTech is a corporation duly
organized, validly existing, and in good standing under the laws of the State of
Delaware, and duly authorized to transact business in the States of Florida and
Georgia. IPSC is a corporation duly organized, validly existing, and in good
standing under the laws of the State of Georgia. Seller has full power and
authority to conduct the Business as it is now being conducted, to own or use
the Purchased Assets and to execute and perform all the obligations contemplated
by this Agreement.
3.2 Authority: No Conflict.
(a) This Agreement constitutes the legal, valid, and binding
obligation of Seller, enforceable against it in accordance with its terms. Upon
the execution and delivery by Seller of any documents to be executed at Closing
pursuant to this Agreement (collectively, the "Closing Documents"), such Closing
Documents will constitute the legal, valid, and binding obligations of Seller,
as applicable, enforceable against it in accordance with its terms. Seller has
the absolute and unrestricted right, power and authority to execute and deliver
this Agreement and the Closing Documents to which it is a party and to perform
its obligations thereunder. Seller is the sole owner, beneficially and of
record, of the Purchased Assets.
(b) Neither the execution and delivery by Seller of this Agreement
nor the consummation or performance by Seller of any of the Contemplated
Transactions will:
(i) conflict with, violate or result in a breach of (A)
(intentionally omitted); (B) any Order or Legal Requirement to which Seller, the
Business or any of the Purchased Assets may be subject; or (C) any Governmental
Authorization held by Seller or that otherwise relates to the Business or the
Purchased Assets; or
Page 4
<PAGE>
(ii) (A) contravene, conflict with, or result in a violation
or breach of any provision of, or give any Person the right to declare a default
or exercise any remedy under, or to accelerate the maturity or performance of,
or to cancel, terminate, or modify, any Contract to which Seller is a party
regarding any material interest or rights of Seller in or to the Purchased
Assets; or (B) result in the imposition or creation of any Encumbrance upon or
with respect to any of the Purchased Assets.
(c) Except as set forth in Part 3.2(c) of the Disclosure Schedule,
Seller is not and will not be required to give any notice to or obtain any
Consent from any Person in connection with the execution and delivery of this
Agreement or the consummation or performance of any of the Contemplated
Transactions (any such Consents set forth on Part 3.2 (c) of the Disclosure
Schedule are referred to as "Required Consents").
(d) Seller's representations herein exclude and are limited by the
provisions of any security agreement or other document in favor of any of
Seller's lenders; however, all liens held by lenders on any of the Purchased
Assets shall be satisfied by Seller at Closing by payment in full or release by
the lienholder, or the debts assumed by Buyer as Assumed Liabilities.
3.3 Solvency. By consummating the transactions contemplated hereby, Seller
does not intend to hinder, delay or defraud any of Seller's present or future
creditors. Before giving effect to the transactions contemplated hereby, Seller
has been paying its debts as they become due in the Ordinary Course of Business
and, after giving effect to the transactions contemplated hereby, Seller will
have paid or discharged all of its debts (or made adequate provision for the
payment thereof) or obtained release of any liens upon any of the Purchased
Assets.
3.4 Books and Records. The books of account, and other Books and Records
of Seller maintained in connection with the Purchased Assets, are complete and
correct in all material respects and have been maintained in accordance with
sound business practices. Buyer shall have full access to the Books and Records
(and the right to make copies of same) prior to, at and after the Closing, and
this provision shall survive the Closing.
3.5 Title, Encumbrances.
(a) Except as disclosed on Part 3.5 of the Disclosure Schedule,
Seller has good and marketable title to all of the Purchased Assets. There are
no existing agreements, options, commitments or rights with, of or to any Person
to acquire any of the Purchased Assets or any interest therein.
(b) Except as set forth in Part 3.5(b) of the Disclosure Schedule,
none of the Purchased Assets are subject to any Encumbrances that will prohibit
the continued effective ownership, leasing or other use of such assets as
currently owned and used by Seller. Seller has not received any notice of
pending or threatened claims, proceedings, or other adverse claims affecting any
of the Purchased Assets.
3.6 Financial Statements.
(a) Seller has delivered to Buyer certain financial statements with
respect to the Business, copies of which are annexed hereto as Schedule 3.6 The
Financial Statements have been prepared consistently during the periods covered
thereby and present fairly in all material respects
Page 5
<PAGE>
the gross revenues and expenses of the Business at the dates of said statements
and the results of the operations of the Business and cash flows for the periods
covered thereby. There has been no Material Adverse Change in the financial
condition of the Business or Purchased Assets caused by any action or failure to
act by Seller since the date of the most recent Financial Statement, October 31,
1999.
(b) As of the date hereof and as of the Closing Date, Seller had and
will have no liabilities with respect to the Business or the Purchased Assets
(which liabilities, when taken individually or in the aggregate are material) of
any nature, whether accrued, absolute, contingent or otherwise, asserted or
unasserted, known or unknown (including, without limitation, liabilities as
guarantor or otherwise with respect to obligations of others, or liabilities for
Taxes due or then accrued or to become due or contingent or potential
liabilities relating to activities of Seller with respect to the Business prior
to the date hereof or the Closing, as the case may be, regardless of whether
claims in respect thereof had been asserted as of such date), except (i)
liabilities reflected in the Financial Statements or the notes thereto, or (ii)
liabilities incurred in the Ordinary Course of Business since the date of the
October 31, 1999 Financial Statement. With respect to all such liabilities of
Seller affecting or potentially affecting title to any of the Purchased Assets,
Seller will either (x) pay and discharge in full at Closing, (y) obtain a
release of any lien, or (z) be assumed by Buyer as an Assumed Liability.
3.7 Taxes. With respect to the Purchased Assets and the Business:
(a) Seller has filed or caused to be filed all returns, reports,
forms and other documents concerning income, sales, use, property, employment
and other taxes ("Taxes") that are or were required to be filed by Seller,
pursuant to applicable legal requirements. Seller has paid, or made provision
for the payment of, all Taxes that have or may have become due pursuant to those
Tax returns or otherwise, or pursuant to any assessment received by Seller;
(b) No unpaid Taxes create an Encumbrance on the Purchased Assets;
and
(c) Buyer shall not be liable for any Taxes associated with the
operation of the Business or ownership of the Purchased Assets due or accruing
prior to the Closing Date, including any Taxes arising as a result of the
transactions contemplated by this Agreement.
3.8 Compliance with Legal Requirements. Except as set forth in Part 3.8 of
the Disclosure Schedule, (a) Seller has no knowledge of any failure to comply
with any federal, state or local law, statute, regulation or ordinance ("Legal
Requirements") applicable to Seller's ownership or use of the Purchased Assets
and operation of the Business, and (b) Seller has not received any notice
(written or oral) of any violation or failure to comply with any Legal
Requirements relating to the Business, the Purchased Assets or their use or
operation which violation or failure has not been cured.
3.9 Legal Proceedings; Orders. Except as set forth in Part 3.9 of the
Disclosure Schedule, there is no Proceeding pending or, to the Knowledge of
Seller, Threatened against Seller or affecting any of the Purchased Assets and
there is no Order to which Seller or the Purchased Assets is subject.
3.10 Other Contracts. Seller is not a party to or bound by any other
contract affecting
Page 6
<PAGE>
title to or use of any of the Purchased Assets, except as disclosed in
Part 3.10 of the Disclosure Schedule.
3.11 Environmental Matters. Except as set forth in Part 3.11 of the
Disclosure Schedule with respect to the Purchased Assets, to the best of
Seller's informed knowledge: (a) Seller is in compliance with all Environmental
Laws; (b) Seller has timely filed all reports, obtained all required approvals
and permits relating to the Business, and generated and maintained all data,
documentation and records under any applicable Environmental Laws; (c) there has
not been any Release (including any spill, leak, emission, discharge, dumping or
other release into the environment) of Hazardous Materials at or in the vicinity
of the Business (including any real property covered by a Site Lease or on which
a Structure is located) or in areas for which Seller would have responsibility
under Environmental Laws; (d) Seller has not received any written notice from
any Person or entity advising it that it is or may be responsible for response
costs with respect to a Release, a threatened Release or clean up of Hazardous
Materials produced by, or resulting from, its Business, operations or processes;
and (e) Seller has delivered to Buyer true and complete copies and results of
any reports, studies, analyses, tests, or monitoring possessed or accessible by
Seller pertaining to Hazardous Materials in, on, or under the properties
included in the Purchased Assets.
3.12 Intangible Property. All intangible property included in the
Purchased Assets, including computer design programs owned and/or used by Seller
pursuant to license agreement, are fully and freely transferable to Buyer.
3.13 Brokers or Finders. Seller and its shareholders, directors, officers,
members and Representatives have not incurred any obligation or liability,
contingent or otherwise, for brokerage or finders' fees or agents' commissions
or other similar payment in connection with this Agreement.
3.14 Employee Benefits Matters.
(a) Seller's employees ("Employees") are entitled to participate in
WasteTech's Employee Savings and Profit Sharing Plan and Trust, dated November
1, 1988, amended November 1, 1995 (the "Employee Plan"). The Employee Plan
provides that upon termination of employment, each Employee is entitled to
receive the entire amount of the Employee's account balance comprised of the
Employee's contributions and earnings thereon, and the Employee's "vested
percentage" of the portion of the account balance comprised of Employer
contributions and earnings thereon. The amounts, if any, due each Employee will
be determined prior to Closing.
(b) Seller also maintains a health insurance plan and will comply
with all provisions of that plan and applicable laws with respect to covered
Employees in anticipation of Closing and termination of employment.
(c) Neither Seller nor WasteTech has any other employee benefit
plans, contracts, agreements, incentives or arrangements, including without
limitation, pension and profit sharing plans, savings plans, incentive
compensation, medical, life, dental or disability plans or severance agreements
applicable to any of Seller's Employees.
3.15 Bulk Sales. Buyer waives compliance by Seller with the Georgia Bulk
Sales Act, if
Page 7
<PAGE>
in fact such Act applies to the Contemplated Transactions. Seller shall
indemnify and hold Buyer harmless against any claim, loss or liability arising
under said Act in connection with the Contemplated Transactions except the
Assumed Liabilities and any other liability known to Seller's current Wildes
principals but not disclosed to WasteTech. Seller shall execute and deliver to
Buyer at Closing an affidavit and other documents related to such Act reasonably
acceptable to Buyer as to bulk sales matters.
3.16 Employees: Labor Matters.
(a) All employees of Seller are employees at will. Except as
disclosed on Part 3.16 of the Disclosure Schedule and Section 3.16(b) hereunder,
no employee, agent or consultant of Seller is a party to any agreement governing
such employee's, agent's or consultant's employment or engagement, as the case
may be, with Seller.
(b)
(i) Sidney Wildes (being the same person as Charles S.
Wildes) and Forrest H. Wildes have employment agreements with IPSC (the
"Employment Agreements"). As of the Closing Date, the Employment Agreements will
terminate, and have no further application to any of the parties thereto.
Specifically, the covenants against competition contained in Sections 10 and 11
thereof shall be considered null and void, with Seller having no right to
exercise any such provisions. Notwithstanding the termination and voiding of the
Employment Agreements and terms contained therein, Charles S. (Sidney) Wildes
and Forrest H. Wildes shall retain the stock options already accrued and vested,
with each having the right to purchase up to 300,000 shares of the common stock
of WasteTech at a price of $1.00 per share (adjusted for the two-for-one stock
split since the Employment Agreements were executed).
(ii) Fred D. Johnson and Fulton F. Rosser Jr. also have
Employment Agreements with Seller, which will also be terminated as of the
Closing Date with the covenants against competition voided. Employees Johnson
and Rosser shall retain all accrued and vested rights, which shall be determined
and discharged outside this Agreement.
(c) As of the date hereof Seller IPSC employs (and as of the Closing
Date Seller shall employ) less than fifty (50) employees. Seller has made no
warranty, representation or agreement, either in writing or orally, to any
employee of Seller that Buyer intends to employ such employee on or after the
Closing Date. Seller consents to Buyer communicating with the employees,
consultants and independent contractors of Seller on or prior to the Closing
Date, and Seller shall cooperate in connection therewith. Seller is not a party
to any collective bargaining agreement with respect to any of its employees nor
are any employees of Seller covered by any collective bargaining agreement. No
labor organization or group of employees has made a demand for recognition, has
filed a petition seeking a representation proceeding or given Seller notice of
any intention to hold an election of a collective bargaining organization. There
are no known writs, actions, claims or legal, administrative, arbitration or
other proceedings or governmental investigations pending or Threatened or
involving or alleging civil rights violations, unfair labor investigations
practice claims, back pay orders or other similar claims or proceedings. Seller
is in material compliance with all federal, state and local laws respecting
employment and employment practices, terms and conditions of employment and
wages and hours, and is not engaged in any unfair labor practice; there is no
unfair labor practice complaint against Seller pending before the National Labor
Relations Board; there is no labor strike, dispute, slowdown, or stoppage
pending or threatened
Page 8
<PAGE>
against or involving the employees of Seller; and no grievance or any
arbitration proceeding is pending or threatened against Seller and no claim
therefor exists.
3.17 Indebtedness, Encumbrances and Security Interests. Except for the
Assumed Liabilities listed in Section 2.3 hereof, all of the Purchased Assets
will be conveyed to Buyer by Seller free and clear of all Encumbrances and
Security Interests. Set forth on Part 3.17 of the Disclosure Schedule attached
hereto is a list of all Encumbrances, Security Interests and all indebtedness of
the Seller, including the respective names and addresses of the obligors and
obligees, amount of the indebtedness and security for the indebtedness, and the
secured parties, debtor and collateral with respect to any Security Interests,
as applicable, if any. All such Encumbrances, Security Interests and
indebtedness shall be satisfied or releases obtained at or before the Closing.
3.18 HSR Act. Seller does not, as of the date hereof, and shall not as of
the Closing Date, have total assets or net sales (as defined in the HSR Act) of
$10,000,000.00 or more.
3.19 Disclosure. No representation or warranty of Seller in this Agreement
and no statement in the Disclosure Schedule contains an untrue statement of
material fact or omits to state a material fact necessary to make the statements
herein or therein, in light of the circumstances in which they were made, not
misleading.
4. REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to Seller as follows:
4.1 Organization and Good Standing. Buyer is a corporation in formation
which prior to the Closing Date will be duly organized, validly existing, and in
good standing under the laws of the State of Georgia, and duly authorized to
transact business in the State of Georgia.
4.2 Authority. No Conflict.
(a) This Agreement constitutes the legal, valid, and binding
obligation of Buyer, enforceable against Buyer in accordance with its terms.
Upon the execution and delivery by Buyer of the Closing Documents to which Buyer
is a party, such Closing Documents will constitute the legal, valid, and binding
obligations of Buyer, enforceable against Buyer in accordance with their
respective terms. Buyer has the absolute and unrestricted right, power, and
authority to execute and deliver this Agreement and the Closing Documents and to
perform its obligations under this Agreement and the Closing Documents to which
Buyer is a party.
(b) Neither the execution and delivery of this Agreement by Buyer
nor the consummation or performance of any of the Contemplated Transactions by
Buyer will give any Person the right to prevent, delay, or otherwise interfere
with any of the Contemplated Transactions pursuant to (i) any provision of
Buyer's Organizational Documents; (ii) any resolution adopted by the board of
directors or the stockholders of Buyer; (iii) any Legal Requirement or Order to
which Buyer may be subject; or (iv) any material Contract to which Buyer is a
party or by which Buyer may be bound.
Page 9
<PAGE>
4.3 Certain Proceedings. There is no pending Proceeding that has been
commenced against Buyer and that challenges, or may have the effect of
preventing, making illegal, or otherwise interfering with, any of the
Contemplated Transactions. To Buyer's Knowledge, no such Proceeding has been
Threatened and no event has occurred or circumstance exists that may give rise
to or serve as a basis for the commencement of any Proceeding.
4.4 Brokers or Finders. Buyer has not incurred any obligation or
liability, contingent or otherwise, for brokerage or finders' fees or agents'
commissions or other similar payment in connection with this Agreement.
5. COVENANTS OF SELLER
5.1 Access and Investigation. Between the date of this Agreement and the
Closing Date, Seller will, and will cause its Representatives to, afford Buyer
and its Representatives reasonable access during normal business hours to
Seller's personnel, properties, Books and Records, and other documents and data
relating to the Purchased Assets and the Business, and furnish Buyer and its
Representatives with copies of the same at Buyer's expense. In addition to the
foregoing, Seller shall, at all reasonable times before the Closing if called
upon by Buyer, use reasonable efforts to cooperate with and assist Buyer in the
preparation of financial statements by Buyer which may include the operation of
the Business prior to the Closing Date.
5.2 Due Diligence. Buyer shall have the right, and Seller shall afford
access to Buyer and its Representatives, at all reasonable times through the
Closing Date, to perform due diligence on the Purchased Assets.
5.3 Operation of the Purchased Assets. Between the date of this Agreement
and the Closing Date, Seller and Buyer's principals currently employed by IPSC
will:
(a) operate the Business only in the Ordinary Course of Business;
(b) use its Best Efforts to maintain the Purchased Assets, and
maintain the relations and good will with advertisers, landlords and others
associated with the operation of the associated Business.
5.4 Best Efforts. Between the date of this Agreement and the Closing Date,
Seller will use its Best Efforts to cause the conditions in Section 7 to be
satisfied.
5.5 Negative Covenant. Except as otherwise expressly permitted by this
Agreement, between the date of this Agreement and the Closing Date, Seller will
operate the Business consistent in all material respects with past practice,
except as otherwise provided in this Agreement.
5.6 Required Approvals and Consents. As promptly as practicable after the
date of this Agreement, Seller will make all filings required by Legal
Requirements to be made by it in order to consummate the Contemplated
Transactions and use its Best Efforts to obtain the Required Consents.
Page 10
<PAGE>
5.7 Notification. Between the date of this Agreement and the Closing Date,
Seller will promptly notify Buyer in writing if Seller become aware of any fact
or condition that causes or constitutes a breach of any of Seller's
representations and warranties as of the date of this Agreement, or if Seller
becomes aware of the occurrence after the date of this Agreement of any fact or
condition that would (except as expressly contemplated by this Agreement) cause
or constitute a breach of any such representation or warranty had such
representation or warranty been made as of the time of occurrence or discovery
of such fact or condition. During the same period, Seller will promptly notify
Buyer of the occurrence of any breach of any covenant of Seller in this Section
5 or of the occurrence of any event that may make the satisfaction of the
conditions in Section 7 impossible or unlikely.
5.8 No Negotiation. Until such time, if any, as this Agreement is
terminated pursuant to Section 9, neither Seller nor any Affiliate will, nor
will it permit its Representatives to, directly or indirectly solicit, initiate,
or encourage any inquiries or proposals from, discuss or negotiate with, provide
any non-public information to, or consider the merits of any unsolicited
inquiries or proposals from, any Person (other than Buyer or its
Representatives) relating to or affecting any transaction involving the sale of
the Purchased Assets or any interest in Seller.
5.9 Tax Clearance. Seller shall obtain certificates of clearances for
Taxes ("Tax Clearances") certifying as to the payment by or on behalf of Seller
of all Taxes due on or prior to the Closing Date (including, without limitation,
in connection with the Contemplated Transactions).
6. COVENANTS OF BUYER
6.1 Required Approvals. As promptly as practicable after the date of this
Agreement, Buyer will make all filings required by Legal Requirements to be made
by it to consummate the Contemplated Transactions.
6.2 Best Efforts. Between the date of this Agreement and the Closing Date,
Buyer will use its Best Efforts to cause the conditions in Section 8 to be
satisfied, provided that this Agreement will not require Buyer to dispose of or
make any change in any portion of its business or to incur any other burden to
obtain a Governmental Authorization.
6.3 Notification. Between the date of this Agreement and the Closing Date,
Buyer will promptly notify Seller in writing if Buyer becomes aware of any fact
or condition that causes or constitutes a breach of any of Buyer's
representations and warranties as of the date of this Agreement, or if Buyer
becomes aware of the occurrence after the date of this Agreement of any fact or
condition that would (except as expressly contemplated by this Agreement) cause
or constitute a breach of any such representation or warranty had such
representation or warranty been made as of the time of occurrence or discovery
of such fact or condition. During the same period, Buyer will promptly notify
Seller of the occurrence of any breach of any covenant of Buyer in this Section
6 or of the occurrence of any event that may make the satisfaction of the
conditions in Section 8 impossible or unlikely.
Page 11
<PAGE>
6.4. Due Diligence. The Buyer shall by the Closing Date have completed a
proper due diligence investigation of Seller's Business sufficient to provide
Buyer with a more complete understanding of Seller's affairs and the Purchased
Assets, using Buyer's Best Efforts. Seller agrees to cooperate with Buyer during
the investigation. Buyer shall complete its due diligence in sufficient time to
allow Seller the opportunity to respond to and/or correct any deficiencies cited
by Buyer prior to the Closing Date, which shall not be extended due to Seller's
inability to correct deficiencies in a timely manner. Notwithstanding anything
to the contrary contained in this Section 6.4, the provisions of this Section
6.4 shall not limit or otherwise modify or affect Buyer's rights under Section
10 of this Agreement with respect to any willful material breach of any of
Seller's representations or warranties made in this Agreement.
7. CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE
Buyer's obligation to purchase the Purchased Assets and to take the other
actions required to be taken by Buyer at the Closing is subject to the
satisfaction, at or prior to the Closing, of each of the following conditions
(any of which may be waived by Buyer, in whole or in part):
7.1 Accuracy of Representations. Seller's representations and warranties
in this Agreement must have been accurate in all material respects as of the
date of this Agreement, and must be accurate in all material respects as of the
Closing Date as if made on the Closing Date, and Buyer shall have received a
certificate of an executive officer of Seller in the form of Exhibit I annexed
hereto, dated as of the Closing Date, as to such accuracy.
7.2 Seller's Performance. The covenants and obligations that Seller is
required to perform or to comply with pursuant to this Agreement at or prior to
the Closing must have been performed and complied with in all material respects,
and Buyer shall have received a certificate of an executive officer of Seller in
the form of Exhibit I annexed hereto, dated as of the Closing Date, as to such
compliance.
7.3 Consents. Each of the Required Consents shall have been obtained and
shall be in full force and effect.
7.4 Additional Documents. Each of the following documents must have been
delivered to Buyer:
(a) an opinion of Morton Robson, counsel to Seller, dated as of the
Closing Date in the form of Exhibit J annexed hereto,
(b) the deliveries required from Seller in Section 2.8;
(c) such other documents as Buyer may reasonably request for the
purpose of (i) evidencing the satisfaction of any condition referred to in this
Section 7, or (ii) otherwise facilitating the consummation or performance of any
of the Contemplated Transactions.
7.5 No Proceedings. Since the date of this Agreement, there must not have
been commenced and pending or Threatened by any Person any Proceeding (i)
involving any challenge to, or seeking damages or other relief in connection
with, any of the Contemplated Transactions, (ii)
Page 12
<PAGE>
that. prevents, makes illegal, or otherwise materially interferes with any of
the Contemplated Transactions or seeks to do any of the foregoing, or (iii) that
involves any material claim against Seller.
7.6 No Prohibition. There must not be in effect any Legal Requirement or
any injunction or other Order that prohibits or restricts the consummation of
the Contemplated Transactions.
7.7 No Material Adverse Change. There shall not have been a Material
Adverse Change since the date hereof.
7.8 Due Diligence. On or before the Closing Date, Buyer's due diligence
investigation and review of the Purchased Assets and the Assumed Liabilities
shall not reveal any fact or circumstance not reasonably acceptable to Buyer
using Best Efforts to consummate the Contemplated Transactions. Notwithstanding
anything to the contrary contained in this Section 7.8, the provisions of this
Section 7.8 shall not limit or otherwise modify or affect Buyer's rights under
Section 10 of this Agreement with respect to any willful material breach of any
of Seller's representations or warranties made in this Agreement.
7.9 Satisfaction of Indebtedness. At or prior to the Closing, Seller shall
have paid in full or obtained releases of all outstanding indebtedness of Seller
affecting the Purchased Assets not expressly assumed by Buyer as an Assumed
Liability and shall cause all non-assumed Security Interests affecting the
Purchased Assets to be extinguished or released.
8. CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE
Seller's obligation to sell the Purchased Assets and Seller's obligation
to take the other actions required to be taken by Seller at the Closing is
subject to the satisfaction, at or prior to the Closing, of each of the
following conditions (any of which may be waived by Seller, in whole or in
part):
8.1 Accuracy of Representations. Buyer's representations and warranties in
this Agreement must have been accurate in all material respects as of the date
of this Agreement and must be accurate in all material respects in all respects
as of the Closing Date as if made on the Closing Date, and Seller shall have
received a certificate of an executive officer of Buyer in the form of Exhibit K
annexed hereto, dated as of the Closing Date, as to such accuracy.
8.2 Buyer's Performance. The covenants and obligations that Buyer is
required to perform or to comply with pursuant to this Agreement at or prior to
the Closing must have been performed and complied with in all material respects,
and Seller shall have received a certificate of an executive officer of Buyer in
the form of Exhibit K annexed hereto, dated as of the Closing Date, as to such
compliance.
8.3 Additional Documents. Buyer must have caused the following documents
to be delivered to Seller:
Page 13
<PAGE>
(a) the deliveries required from Buyer in Section 2.8;
(b) resolutions of all the directors of Buyer confirming the authorization
of the execution and delivery of this Agreement and the Contemplated
Transactions; and
(c) such other documents as Seller may reasonably request for the purpose
of (i) evidencing the satisfaction of any condition referred to in this Section
8, or (ii) otherwise facilitating the consummation of any of the Contemplated
Transactions.
8.4 No Proceedings. Since the date of this Agreement, there must not have
been commenced and pending or Threatened any Proceeding (i) involving any
challenge to, or seeking damages or other relief in connection with, any of the
Contemplated Transactions, or (ii) that prevents, makes illegal, or otherwise
materially interferes with any of the Contemplated Transactions or seeks to do
any of the foregoing.
8.5 No Prohibition. There must not be in effect any Legal Requirement or.
any injunction or other Order that prohibits or restricts the consummation of
the Contemplated Transactions.
9. TERMINATION
9.1 Termination Events. This Agreement may, by notice given prior to or at
the Closing, be terminated:
(a) by mutual written consent of Buyer and Seller;
(b) (i) by Buyer if any of the conditions in Section 7 has not been
satisfied as of the Closing Date (or the date of delivery by Buyer of a notice
under Section 7.8) or if satisfaction of such a condition is or becomes
impossible (other than through the failure of Buyer to comply with its
obligations under this Agreement) and Buyer has not waived in writing such
condition on or before the Closing Date; or (ii) by Seller if any of the
conditions in Section 8 has not been satisfied as of the Closing Date or if
satisfaction of such a condition is or becomes impossible (other than through
the failure of Seller to comply with its obligations under this Agreement) and
Seller has not waived in writing such condition on or before the Closing Date;
or
(c) by Buyer, on the one hand, or Seller on the other hand, if the
Closing has not occurred (other than through the failure of the other Party
seeking to terminate this Agreement to comply fully with its obligations under
this Agreement) on or before December 1, 1999, or such later date as the Parties
may agree upon.
9.2 Effect of Termination. Each Party's right of termination under Section
9.1 is in addition to any other rights it may have under this Agreement and
applicable law. If this Agreement is terminated pursuant to Section 9.1, all
further obligations of the Parties under this Agreement will terminate, except
that the obligations in Sections 12.1 and 12.3 will survive.
Page 14
<PAGE>
10. INDEMNIFICATION; REMEDIES
10.1 Indemnification and Payment of Damages by Seller. Seller will
indemnify and hold harmless Buyer and its stockholders, controlling Persons and
Affiliates (collectively, the "Seller Indenmified Persons") for, and will pay to
the Seller Indemnified Persons the amount of any actual loss, liability, claim,
damage or expense sustained by Seller (including reasonable costs of
investigation and defense and reasonable attorneys' fees), whether or not
involving a third-party claim (collectively, "Damages"), arising from or in
connection with:
(a) any breach of any representation or warranty made by Seller in
this Agreement, the Disclosure Schedule, or any other certificate or document
delivered by Seller pursuant to this Agreement;
(b) any breach by Seller of any covenant or obligation of Seller in
this Agreement or in any certificate or document delivered by Seller pursuant to
this Agreement;
(c) the failure of Seller to satisfy and discharge any Excluded
Liabilities or obtain releases of all encumbrances affecting the Purchased
Assets;
(d) any default by Seller under any Site Lease, Advertising Contract
or Permit which occurred or accrued prior to the Closing;
(e) the failure of Seller to pay any liabilities of Seller covered
by bulk sales or other similar laws of Georgia other than the Assumed
Liabilities which will be paid by Buyer;
(f) facts, events or conditions that occurred or came into existence
prior to the Closing, whether or not such Damages are asserted or claimed prior
to the Closing or thereafter and which were caused by the fault of Seller; and
10.2 Indemnification and Payment of Damages by Buyer. Buyer will indemnify
and hold harmless Seller (collectively, the "Buyer Indemnified Persons") for,
and will pay to the Buyer Indemnified Persons the amount of, any Damages
arising, directly or indirectly, from or in connection with:
(a) any breach of any representation or warranty made by Buyer in this
Agreement or in any certificate or document delivered by Buyer pursuant to this
Agreement; and
(b) any breach by Buyer or failure of Buyer to honor any Site Lease,
Advertising Contract, New Advertising Contract or Permit occurring on or after
the Closing Date.
10.3 Procedure for Indemnification -- Third Party Claims.
(a) Promptly after receipt by an Indemnified Person under Section
10.1 or 10.2 of notice of any claim against it, such Indemnified Person will,
if a claim is to be made against an Indemnifying Party under such Section, give
notice to the Indemnifying Party of the commencement of such claim, but the
failure to notify the Indemnifying Party will not relieve the Indemnifying Party
of any liability that it may have to any Indemnified Person, except to the
extent that the Indemnifying Party demonstrates that the defense of such action
is prejudiced by the Indemnifying Party's failure to give such notice.
(b) If any claim referred to in Section 10.3(a) is brought against
an Indemnified Person and it gives written notice to the Indemnifying Party of
such claim, the Indemnifying Party may, at its option, assume the defense of
such claim with counsel satisfactory to the Indemnified Person and, after
written notice from the Indemnifying Party to the Indemnified Person of its
Page 15
<PAGE>
election to assume the defense of such claim, the Indemnifying Party will not,
as long as it diligently conducts such defense, be liable to the Indemnified
Person under this Article 10 for any fees of other counsel or any other expenses
with respect to the defense of such claim subsequently incurred by the
Indemnified Person in connection with the defense of such claim, other than
reasonable costs of investigation. If the Indemnifying Party assumes the defense
of a claim, (i) no compromise or settlement of such claim may be effected by the
Indemnifying Party without the Indemnified Person's written consent unless (A)
there is no finding or admission of any violation of Legal Requirements or any
violation of the rights of any Person, and (B) the sole relief provided is
monetary damages that are paid in full by the Indemnifying Party; and (ii) the
Indemnified Person will have no liability with respect to any compromise or
settlement of such claims effected without its written consent. Subject to
Section 10.3(c), if notice is given to an Indemnifying Party of any claim and
the Indemnifying Party does not, within ten (10) days after the Indemnified
Person's notice is given, give notice to the Indemnified Person of its election
to assume the defense of such claim, the Indemnifying Party will be bound by any
determination made in such Proceeding or any compromise or settlement effected
by the Indemnified Person.
(c) Notwithstanding the foregoing, if an Indemnified Person
determines in good faith that there is a reasonable probability that a claim may
adversely affect it other than as a result of monetary damages for which it
would be entitled to indemnification under this Agreement, the Indemnified
Person may, by notice to the Indemnifying Party, assume the exclusive right to
defend, compromise, or settle such claim, but the Indemnifying Party will not be
bound by any determination of a claim so defended or any compromise or
settlement effected without its written consent (which may not be unreasonably
withheld or delayed).
10.4 Procedure for Indemnification -- Other Claim. A claim for
indemnification for any matter not involving a third-party claim shall be
asserted by written notice to the Indemnifying Party from whom indemnification
is sought.
10.5 Survival/Limitations.
(a) The parties hereto agree that (i) the representations and
warranties contained in this Agreement shall survive until ninety (90) days
after the expiration of all applicable statutes of limitation with respect to
the subject matter thereof and (iii) any indemnification claim for a breach of
the foregoing must be made in writing in accordance with the provisions of this
Article 10 within the applicable survival period for the underlying
representation, warranty or covenant. The expiration of the applicable survival
period win not extinguish an indemnification claim properly made prior to such
expiration in accordance with this Article 10.
(b) Notwithstanding the foregoing, any claims for Damages arising
from fraud by Seller hereunder shall be without limitation of any kind.
11. HINGED-SIDE BALER PATENT AND PRODUCTION RIGHTS
11.1 Patent Ownership and Products. Seller shall convey and relinquish
unto Buyer, and at Closing shall execute a formal conveyance, all of Seller's
right, title and interest Seller has or may have in and to all rights to the
hinged sidewall baling/pressing equipment currently manufactured by WasteTech
and IPSC, specifically including but not limited to the items upon
Page 16
<PAGE>
which Seller and F.F. "Sonny" Rosser claim competing patent rights ("Hinged-Side
Equipment"). Provided, however, Buyer agrees to grant WasteTech a license to
manufacture for its own sales purposes seven- and eight-inch bore standard
Hinged-Side closed door and open end auto-tie products. Such license will not
include any high speed or large wide box two-ram machines. WasteTech shall pay
to Buyer for such rights to Hinged-Side Equipment patent royalties equal to
Seller's proportionate share of the royalties paid by Buyer to F.F. "Sonny"
Rosser; being 2.5% of sales up to $1,000,000, and 1% of sales in excess of
$1,000,000 through December 31, 2007, then 1% of sales from January 1, 2008
through the life of the Patent. WasteTech's rights to manufacture said products
shall be co-existent with Buyer's rights to manufacture the same equipment as
long as the required royalties are paid, but Buyer shall not grant such a right
or license to any other entity in the United States. WasteTech's rights to
manufacture and sell Hinged-Side Equipment shall be limited to itself, with no
right to assign or license the said rights to any other person or entity.
11.2 Private Label Manufacturing. Buyer will manufacture the nine-inch
bore standard Hinged-Side baler for Seller as a private labeled product, and
sell it to Seller at a price equal to five percent (5%) below Buyer's dealer net
price, plus any applicable Patent royalty payments. WasteTech, through its
subsidiaries, will also manufacture products for Buyer, including auto
tie/twister equipment, as private labeled products, at five percent (5%) below
the manufacturer's dealer net price.
11.3 IPS Name. Buyer shall have exclusive right to the "International
Press and Shear", "IPS" and "IPS Balers" names, logos, web sites/domains,
colors and color schemes.
12. WASTE TECHNOLOGY GUARANTY.
Waste Technology Corp. ("WasteTech"), a Delaware corporation which owns
all of the issued and outstanding stock of Seller, executes this Agreement to
evidence its guaranty of the performance of each of Seller's obligations under
this Agreement; and the satisfaction of items to be performed by WasteTech, such
as satisfaction or release of debt and security interests in Purchased Assets
and Employee issues.
13. GENERAL PROVISIONS
13.1 Expenses. Except as otherwise expressly provided in this Agreement,
each Party to this Agreement will bear its respective expenses incurred in
connection with the preparation, execution, and performance of this Agreement
and the Contemplated Transactions, including all fees and expenses of agents,
representatives, brokers or finders, counsel, and accountants. In the event of
termination of this Agreement, the obligation of each Party to pay its own
expenses will be subject to any rights of such Party arising from a breach of
this Agreement by another Party. Each Party hereto shall indemnify the other for
its failure to pay any brokerage or finders' fees or agents' commission or
similar payment incurred by such Party or its Representatives in connection with
this Agreement.
13.2 Headings; Construction. The headings of Sections in this Agreement
are provided
Page 17
<PAGE>
for convenience only and will not affect its construction or interpretation. All
words used in this Agreement will be construed to be of such gender or number as
the circumstances require. Unless otherwise expressly provided, the word
"including" does not limit the preceding words or terms.
13.3 Public Announcements; Confidentiality. Any public announcement or
similar publicity with respect to this Agreement or the Contemplated
Transactions will be issued, if at all, at such time and in such manner as Buyer
and Seller agree in writing, provided that the parties shall reasonably
cooperate in such announcements, and provided further that nothing contained
herein shall prevent any party from at any time furnishing information required
by a Governmental Body. Unless consented to by Buyer and Seller in advance or
required by Legal Requirements, prior to the Closing, each Party shall, and
shall cause their respective Representatives to, keep this Agreement strictly
confidential and may not make any disclosure of this Agreement to any Person.
All confidential information and documents made available to Buyer by Seller or
its Representatives with respect to the Business shall be kept in strict
confidence, and not made available to any third party other than absolutely
necessary for the purposes of concluding the Contemplated Transactions. In the
event the Contemplated Transactions for any reason are not concluded, all
documents or documents compiled from information supplied or obtained hereunder.
and copies thereof, shall be returned to Seller and the Confidential Information
obtained shall in no way be used by the Buyer or communicated to any third
party, except as required by law or court order. This representation shall
survive the termination of this Agreement.
13.4 Availability of Equitable Remedies. The Parties acknowledge and agree
that (i) a breach of the provisions of this Agreement could not adequately be
compensated by money damages, and (ii) any Party shall (except as otherwise
expressly provided in this Agreement) be entitled, either before or after the
Closing, in addition to any other right or remedy available to it, to an
injunction restraining such breach and to specific performance of this
Agreement, and no bond or other security shall be required in connection
therewith.
13.5 Notices. All notices, consents, waivers, and other communications
under this Agreement must be in writing and will be deemed to have been duly
given when (a) delivered by hand (with written confirmation of receipt), (b)
sent by telecopier (with written confirmation of receipt), provided that a copy
is mailed by certified mail, return receipt requested, or (c) when received by
the addressee, if sent by a nationally recognized overnight delivery service
(receipt requested), in each case to the appropriate addresses and telecopier
numbers set forth below (or to such other addresses and telecopier numbers as a
Party may designate by notice to the other Parties):
If to Seller:
International Press and Shear Corp.
5400 Rio Grande Avenue
Jacksonville, Florida 32205
Attn: Ted C. Flood, CEO
Facsimile No.: 904-358-7013
Page 18
<PAGE>
With copies to:
Morton S. Robson, Esq.
Robson, Ferber, Frost, Chan & Essner, LLP
530 Fifth Avenue, 23rd Floor
New York, New York 10036
Fax No.: 212-944-7630
and
Waste Technology Corp.
5400 Rio Grande Avenue
Jacksonville, Florida 32205
Attn: Ted C. Flood, CEO
Facsimile No.: 904-358-7013
If to Buyer, to:
IPS Balers Inc.
396 Frost Industrial Boulevard
Baxley, Georgia 31513
Attn: Sidney Wildes, CEO
Facsimile No.: 912-366-4214
With a copy to:
J. Alexander Johnson PC
Attorneys at Law
202 West Parker St.
P.O. Box 750
Facsimile No.: 912-367-5883
Notices given by an attorney for a Party shall be deemed to be a notice given by
such Party.
13.6 Further Assurances. The Parties agree (i) to furnish upon request to
each other such further information, (ii) to execute and deliver to each other
such other documents, and (iii) to do such other acts and things, all as the
other Party may reasonably request for the purpose of carrying out the intent of
this Agreement and the. documents referred to in this Agreement.
13.7 Waiver. Neither the failure nor any delay by any Party in exercising
any right, power, or privilege under this Agreement or the documents referred to
in this Agreement will operate as a waiver of such right, power, or privilege,
and no single or partial exercise of any such right, power, or privilege will
preclude any other or further exercise of such right, power, or privilege or the
exercise of any other right, power, or privilege.
Page 19
<PAGE>
13.8 Entire Agreement and Modification. This Agreement supersedes all
prior agreements between the Parties with respect to its subject matter
(including, without limitation, a certain memo of intent dated November 2, 1999
signed by Buyer and Seller) and constitutes (along with the documents referred
to in this Agreement) a complete and exclusive statement of the terms of the
agreement between the Parties with respect to its subject matter. This Agreement
may not be amended except by a written agreement executed by the Party to be
charged with the amendment.
13.9 Assignments, Successors, and No Third-Party Rights. No Party may
assign any of its rights under this Agreement without the prior consent of the
other Parties, except that Buyer may assign any of its rights under this
Agreement to any Affiliate of Buyer (provided that Buyer shall remain liable for
the obligations of such assignee under this Agreement). This Agreement will
apply to, be binding in all respects upon, and inure to the benefit of the
Parties, and their successors, by liquidation or otherwise, and their permitted
assigns. Nothing expressed or referred to in this Agreement will be construed to
give any Person other than the Parties to this Agreement any legal or equitable
right, remedy, or claim under or with respect to this Agreement or any
provision of this Agreement.
13.10 Severability. If any provision of this Agreement is held invalid or
unenforceable by any court of competent jurisdiction, the other provisions of
this Agreement will remain in full force and effect. Any provision of this
Agreement held invalid or unenforceable only in part or degree will remain in
full force and effect to the extent not held invalid or unenforceable.
13.11 Risk of Loss. Except as otherwise expressly provided in this
Agreement, material risk of loss or damage to the Purchased Assets from any
cause whatsoever prior to the Closing shall be borne by Seller, and after the
Closing shall be borne by Buyer.
13.12 Post-Closing; Access. Buyer agrees that all Books and Records
delivered to Buyer by Seller pursuant to this Agreement shall be maintained open
for inspection by Seller at any time during regular business hours upon
reasonable notice for a period of six (6) years (or for such longer period as
may be required by applicable Legal Requirements) following the Closing and
that, during such period, Seller, at its expense, may make such copies thereof
as it may reasonably desire. Seller agrees that all books and records relating
to the Purchased Assets and retained by Seller shall be maintained open for
inspection by Buyer at any time during regular business hours for a period of
six (6) years (or for such longer period as may be required by applicable Legal
Requirements) following the Closing and that, during such period, Buyer, at its
expense, may make such copies thereof as it may reasonably desire. In addition
to the foregoing, Seller shall, at all reasonable times after the Closing if
called upon by Buyer, use reasonable efforts to cooperate with and assist Buyer
in the preparation of financial statements by Buyer which may include the
operation of the Business prior to the Closing Date. Nothing contained in this
Section 12.12 shall obligate any Party hereto to make available any books and
records if to do so would violate the terms of any Contract or Legal Requirement
to which it is a party or to which it or its assets are subject. This provision
shall survive the Closing.
13.13 Applicable Law and Venue. This Agreement is made in and shall be
governed by
Page 20
<PAGE>
and construed and enforced in accordance with the laws of the State of Georgia.
Seller and Buyer hereby consent to the personal jurisdiction of the courts of
Appling County, Georgia for all matters relating to or arising from this
Agreement.
13.14 Counterparts. This Agreement may be executed in one or more
counterparts, each of which will be deemed to be an original copy of this
Agreement and all of which, when taken together, will be deemed to constitute
one and the same agreement.
13.15 Time of Essence. Time is of the essence of this Agreement.
13.16 Survival. The provisions of this Agreement, specifically including
the respective rights, obligations, warranties and representations of the
parties hereto, shall survive Closing.
IN WITNESS WHEREOF, the Parties have executed, sealed and delivered this
Asset Purchase Agreement under seal as of the date first written above.
SELLER:
INTERNATIONAL PRESS AND SHEAR CORP. (L.S.)
By: /s/ Ted C. Flood
-----------------------
Ted C. Flood, Secretary
(CORPORATE SEAL)
GUARANTOR OF SELLER OBLIGATIONS:
WASTE TECHNOLOGY CORP. (L.S.)
By: /s/ Ted C. Flood
-----------------------
Ted C. Flood, CEO
(CORPORATE SEAL)
BUYER:
IPS BALERS INC. (L.S.)
By: /s/ Sidney Wildes
-----------------------
Sidney Wildes, CEO
(CORPORATE SEAL)
Page 21
<PAGE>
GUARANTOR OF CERTAIN BUYER
ASSUMED LIABILITIES
/s/ Sidney Wildes
-----------------------
Sidney Wildes
/s/ Forrest H. Wildes
-----------------------
Forrest H. Wildes
Page 22
<PAGE>
EXHIBIT A
All that tract or parcel of land lying and being in the City of Baxley, Appling
County, Georgia, a portion of Land Lot No. 291 of the Second Land District of
said county, consisting of eight (8.00) acres, more or less, being bound now or
formerly as follows: North by Frost Industrial Drive; East in part by lands of
Wildes Family Limited Partnership and in part by lands of Larry V. Williams; and
South and West by lands of the Development Authority of Appling County.
Said property being more particularly described as follows: Commencing at the
northwest corner of the aforesaid Land Lot No. 291, thence running South 89
degrees 42 minutes 18 seconds East 3,497.98 feet to a point; thence South 00
degrees 29 minutes 33 seconds East 664.45 feet to a point on the southern right
of way of Frost Industrial Drive (80' right of way) which is the POINT OF
BEGINNING; thence continuing South 00 degrees 29 minutes 33 seconds East 696.96
feet to a point; thence North 89 degrees 42 minutes 18 seconds West 500 feet to
a point; thence North 00 degrees 29 minutes 33 seconds West 696.96 feet to a
point on the aforesaid Frost Industrial Drive right of way; thence along and
with said right of way South 89 degrees 42 minutes 18 seconds East 500 feet to
the Point of Beginning.
This property is subject to covenants applicable to lands in the Appling County
Industrial Park and drainage easements as depicted upon the plat of said
Industrial Park and the hereinafter referred to plat of survey.
For assistance in determining a more full and complete description of the lands
hereinabove described, reference is made to that certain plat of survey by
Merlin J. Tomberlin, G.R.L.S. No. 2477, dated May 26, 1995, which plat is
recorded in the Office of the Clerk of Superior Court of Appling County,
Georgia, in Plat Book 14, Page 19, and incorporated herein for a more full and
complete description and all other purposes.
<PAGE>
January 29, 1997 Page 1
5:19 pm IPS
DEPRECIATION EXPENSE REPORT
BUILDINGS for DBH Books FY = 10
as of 10/97
<TABLE>
<CAPTION>
96/97 DEPR A/D
10/96 EXP 10-31-97
===========================================================================================================================
Current
In Svc Acquired Dep P Est Salvage/ Depreciable Tbru Prior Accum Depreciation Year Curr Accum
SYS No Date Value Meth T Life Sect 179 Basis Date Depreciation This Run to Date Depreciation
- ------ ------ -------- ---- ------ -------- ----------- ---- ------------ ------------ -------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
000006 10/06/95 6928.80 DH200 P 05 00 0.00 6928.80 10/96 2771.52 1662.91 1662.91 4434.43
SPRAY BOOTH- BARTON
000007 10/31/95 595283.86 SLMM R 31 06 0.00 595283.86 10/96 18897.90 18897.90 18897.90 37795.80
BUILDING
000008 10/31/95 51661.55 SLMM R 31 06 0.00 51661.55 10/96 1640.05 1640.05 1640.05 3280.10
CRANES
000009 11/01/95 578317.97 SLMM R 31 06 0.00 578317.97 10/96 18359.30 18359.30 18359.30 36718.60
BLDG IMPRV 96
000010 11/01/95 88359.38 SLMM R 31 06 0.00 88359.38 10/96 2805.06 2805.06 2805.06 5610.12
ADDITIONS TO CRANES
000011 11/01/95 31559.36 SLMM R 31 06 0.00 31559.36 10/96 1001.89 1001.89 1001.89 2003.78
PAINT BLDG 96
000012 09/30/96 7078.80 SLMM R 31 06 0.00 7078.80 10/96 18.74 224.72 224.72 243.46
2 TON HOIST (40 TON x 18')
Count= 7 -------- ---- -------------- -------- -------- --------- ---------
Class: B
1359189.72 0.00 1359189.72 45494.46 44591.83 44591.83 90086.29
Less disposals 0.00 0.00 0.00 0.00 0.00
---------- ---- -------------- -------- -------- -------- --------
Net 1359189.72 0.00 1359189.72 45494.46 44591.83 44591.83 90086.29
========
-No Additions-
<CAPTION>
97
</TABLE>
EXHIBIT B
Page 1 of 11
<PAGE>
January 29, 1997 Page 2
5:19 pm
IPS
DEPRECIATION EXPENSE REPORT
for DBH Books FY = 10
COMPUTER EQUIPMENT as of 10/97
<TABLE>
<CAPTION>
DEPR EXP A/D
10-31-96 96/97 10-31-97
====================================================================================================================================
Current
In Svc Acquired Dep P Est Salvage/ Depreciable Thru Prior Accum Depreciation Year Curr Accum
SYS No Date Value Meth T Life Sect 179 Basis Date Depreciation This Run to Date Depreciation
- ------ ------ -------- ---- ------ -------- ----------- ---- ------------ ------------ -------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
000013 07/20/95 5628.00 DH200 P 05 00 0.00 5628.00 10/96 2420.04 1283.18 1283.18 3703.22
PENTIUM 100- DRAFTECH
000014 07/20/95 5628.00 DH200 P 05 00 0.00 5628.00 10/96 2420.04 1283.18 1283.18 3703.22
PENTIUM 100- DRAPTECH
000015 07/20/95 173.25 DH200 P 05 00 0.00 173.25 10/96 74.50 39.50 39.50 114.00
BATTERY BU- DRAFTECH
000016 07/20/95 173.25 DH200 P 05 00 0.00 173.25 10/96 74.50 39.50 39.50 114.00
BATTERY BU- DRAFTECH
000017 07/20/95 1993.95 DH200 P 05 00 0.00 1993.95 10/96 857.40 454.62 454.62 1312.02
LASERJET 4P- DRAFTECH
000018 07/20/95 2835.00 D8200 P 05 00 0.00 2835.00 10/96 1219.05 646.38 646.38 1865.43
AUTOCAD R12 110-10971276(DRAFTECH)
000019 07/20/95 2940.00 DH200 P 05 00 0.00 2940.00 10/96 1264.20 670.32 670.32 1934.52
AUTOCAD R13CD 110-11209097(DRAFTECH)
000020 07/20/95 1417.50 D11200 P 05 00 0.00 1417.50 10/96 609.53 323.19 323.19 932.72
DESIGNER 130-1016667 (DRAFTECH)
000021 07/26/95 138.86 DH200 P 05 00 0.00 138.86 10/96 59.71 31.66 31.66 91.37
MONITOR (DRAFTECH)
000022 06/30/95 1054.00 DH200 P 05 00 0.00 1054.00 10/96 453.22 240.31 240.31 693.53
AUTOCAD (DEWBERRY)
000023 06/08/95 1102.50 DH200 P 05 00 0.00 1102.50 10/96 474.08 251.37 251.37 725.45
HP LASERJET (DYNAMIC)
000024 06/13/95 3333.75 DH200 P 05 00 0.00 3333.75 10/96 1433.51 760.10 760.10 2193.61
P5-90 COMPUTER (DYNAMIC)
000025 11/27/95 6791.60 DH200 P 05 00 0.00 6791.60 10/96 1358.32 2173.31 2173.31 3531.63
GREAT PLAINS (HILBURN)
000026 11/30/95 1023.75 DH200 P 05 00 0.00 1023.75 10/96 204.75 327.60 327.60 532.35
PLC SLC PROGRAMMING (ACE)
000027 05/20/96 1055.25 DH200 P 05 00 0.00 1055.25 10/96 211.05 337.68 337.68 548.73
GREAT PLAINS (HILBURN)
000028 11/30/95 2187.15 DH200 P 05 00 0.00 2187.15 10/96 437.43 699.89 699.89 1337.32
DX4 PC 560MB W/HAYES,REACHOUT(DYNAMIC)
000029 12/31/95 2673.65 DH200 P 05 00 0.00 2673.65 10/96 534.73 855.57 855.57 1390.30
HP LASERJET,OKIDATA,NOVELL V3.12(DYNAMIC)
000030 12/13/95 6259.40 DH200 P 05 00 0.00 6259.40 10/96 1251.88 2003.01 2003.01 3254.89
P5-75 PC, 2 MONITORS,APC SMARTUPS,DCS SERVER,TAPE BU,ETHERNET CA
000031 01/26/96 1887.86 DH200 P 05 00 0.00 1887.86 10/96 377.57 604.12 604.12 981.69
NEC V50 NOTEBOOK N/ACCESSORIES(DYNAMIC)
000032 12/31/95 2141.60 DH200 P 05 00 0.00 2141.60 10/96 428.32 685.31 685.31 1113.63
GREAT PLAINS (HILBURN)
000051 09/30/95 1075.00 DH200 P 05 00 0.00 1075.00 10/96 462.25 245.10 245.10 707.35
HP LASERJET (DYNAMIC)
000052 01/17/96 399.00 DH200 P 05 00 0.00 399.00 10/96 79.80 127.68 127.68 207.48
386 COMPUTER (JOHNSON;S OFFICE)
000033 01/21/96 546.96 DH200 P 05 00 0.00 546.96 10/96 109.39 175.03 175.03 284.42
15" MONITOR,KEYBRD,MOUSE (DYNAMIC)
000034 02/08/96 2082.90 DH200 P 05 00 0.00 2082.90 10/96 416.58 666.53 666.53 1083.11
P-75 PC W/CD ROM (DYNAMIC)
000035 02/26/96 871.27 DH200 P 05 00 0.00 871.27 10/96 174.25 278.81 278.81 453.36
OKIDATA ML-591/APC BACKUPS(DYNAMIC)
000036 03/15/96 2224.94 DH200 P 05 00 0.00 2224.94 10/96 444.99 711.98 711.98 1156.97
LAPTOP NEC V50 TFT W/ACCESSORIES(DYNAMIC)
</TABLE>
<PAGE>
January 29, 1997 Page 3
5:19 pm IPS
DEPRECIATION EXPENSE REPORT
for DBH Books FY = 10
as of 10/97
<TABLE>
<CAPTION>
====================================================================================================================================
Current
In Svc Acquired Dep P Est Salvage/ Depreciable Thru Prior Accum Depreciation Year Curr Accum
SYS No Date Value Meth T Life Sect 179 Basis Date Depreciation This Run to Date Depreciation
- ------ ------ -------- ---- ------ -------- ----------- ---- ------------ ------------ -------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
000037 04/22/96 1941.00 DH200 P 05 00 0.00 1941.00 10/96 388.20 621.12 621.12 1009.32
P100 PC (DYNAMIC)
000038 04/22/96 1658.00 DH200 P 05 00 0.00 1658.00 10/96 331.60 530.56 530.56 862.16
586/133 PC (DYNAMIC)
000039 04/22/96 1658.00 DH200 P 05 00 0.00 1658.00 10/96 331.60 530.56 530.56 862.16
586/133 PC (DYNAMIC)
000040 04/22/96 237.14 DH200 P 05 00 0.00 231.14 10/96 47.43 75.88 75.88 123.31
APC BACKUPS PRO 280 PNP (DYNAMIC)
000041 04/22/96 237.14 DH200 P 05 00 0.00 237.14 10/96 47.43 75.88 75.88 123.31
APC BACKUPS PRO 280 PNP (DYNAMIC)
000042 04/22/96 237.14 DH200 P 05 00 0.00 237.14 10/96 47.43 75.88 75.88 123.31
APC BACKUPS PRO 280 PNP(DYNAMIC)
000043 04/22/96 237.14 DH200 P 05 00 0.00 237.14 10/96 47.43 75.88 75.88 123.31
APC BACKUPS PRO 280 PNP(DYNAMIC)
000044 04/22/96 237.14 DH200 P 05 00 0.00 237.14 10/96 47.43 75.88 75.88 123.31
APC BACKUPS PRO 280 PNP(DYNAMIC)
000045 05/29/96 265.00 DH200 P 05 00 0.00 265.00 10/96 53.00 84.80 84.80 137.80
HP DESKJET 600C (DYNAMIC)
000046 05/29/96 265.00 DH200 P 05 00 0.00 265.00 10/96 53.00 84.80 84.80 137.80
HP DESKJET 600C (DYNAMIC)
000047 05/29/96 535.30 DH200 P 05 00 0.00 535.30 10/96 107.06 171.30 171.30 278.36
OKIDATA 590 DOT MATRIX (DYNAMIC)
000048 05/02/96 1000.00 DH200 P 05 00 0.00 1000.00 10/96 200.00 320.00 320.00 520.00
AST 910N NOTEBOOK PC N/MODEM (LIEBOLD)
000049 05/17/96 1845.99 DH200 P 05 00 0.00 1845.99 10/96 369.20 590.72 590.72 959.92
SAGER P-75 TFT W'CD ROM 28.8 CELLULAR CAP (DYNAMIC)
000050 05/21/96 7269.16 DH200 P 05 00 0.00 7269.16 10/96 1453.83 2326.13 2326.13 3779.96
PENTIUM 100PC,MODEM,MONITOR,CII ROM,64 VIDEO (DRAFTECH)
Count= 40 -------- ----- ------- ---- ------- ----- -------- -------- -------- --------
Class: CE
75261.54 0.00 75261.54 21375.73 21554.32 21554.32 42930.05
Less disposals 0.00 0.00 0.00 0.00 0.00
-------- ---- -------- -------- -------- -------- --------
Net 75261.54 0.00 75261.54 21375.73 21554.32 21554.32 42930.05
10-24-97 NETWORK SYSTEM 2946.78 MARCS 5 589.36 589.36
10-23-97 PENTIUM II 266MHZ SYSTEM 1,961.00 MARCS 5 392.20 392.20
10-23-97 HP 6L LASER PRINTER 477.00 MARCS 5 95.40 95.40
10-17-97 15" SOCOS MONITOR 341.80 MARCS 5 68.36 68.36
-------- --------- ---------
TOTALS 10/31/97 $80,988.12 22,699.64 44,075.37
========== ========= =========
11-11-97 SERVER UPGRADE 1,276.52 MARCS 5
6-11-98 COLOR PRINTER & SCANNER 1,136.56
---------
</TABLE>
<PAGE>
January 29, 1997 Page 4
5:19 pm
IPS
DEPRECIATION EXPENSE REPORT
for DBH Books FY=10
as of 10/97
<TABLE>
<CAPTION>
DEPR
EXPENSE
MANUFACTURING EQUIPMENT 10/96 96/97 10/31/97
====================================================================================================================================
Current
In Svc Acquired Dep P Est Salvage/ Depreciable Thru Prior Accum Depreciation Year Curr Accum
SYS No Date Value Meth T Life Sect 179 Basis Date Depreciation This Run to Date Depreciation
- ------ ------ -------- ---- ------ -------- ----------- ---- ------------ ------------ ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
000097 06/30/95 604.46 DH200 P 05 00 0.00 604.46 10/96 259.92 137.82 137.82 397.74
FLOOR MODEL DRILL PRESS (ENCO)
000098 09/18/95 18900.00 DH200 P 05 00 0.00 18900.00 10/96 8127.00 4309.20 4309.20 12436.20
CAT FORK LIFT TC100D (CARLTON)
000099 09/18/95 9135.00 DH200 P 05 00 0.00 9135.00 10/96 3928.05 2082.78 2082.78 6010.83
CAT FORK LIFT TC6OD (CARLTON)
000100 09/28/95 3250.00 DH200 P 05 00 0.00 3250.00 10/96 1397.50 741.00 741.00 2138.50
CAT FORK LIFT T4OB (STONES)
000101 06/22/95 9406.40 DH200 P 05 00 0.00 9406.40 10/96 4044.75 2144.66 2144.66 6189.41
WELDING MACHINES-4 (CV-300 U1950407716) HOLOX
000102 10/30/95 37935.40 DH200 P 05 00 0.00 37935.40 10/96 15174.16 9104.50 9104.50 24278.66
WELDING MACHINES- 10 CV-600 (HOLOX)
000103 07/06/95 1295.79 DH200 P 05 00 0.00 1295.79 10/96 557.19 295.44 295.44 852.63
AIR GRINDER (SIP)
000104 08/04/95 1536.59 DH200 P 05 00 0.00 1536.59 10/96 660.73 350.34 350.34 1011.07
DEFIANCE MACHINE
000105 09/29/95 425.00 DH200 P 05 00 0.00 425.00 10/96 182.75 96.90 96.90 279.65
AIR GUN (CSI)
000106 10/12/95 607.82 DH200 P 05 00 0.00 607.82 10/96 261.36 138.58 138.58 399.94
AIR GUN SYSTEM (CSI)
000107 10/26/95 1350.00 DH200 P 05 00 0.00 1350.00 10/96 580.50 307.80 307.80 888.30
MAGNETIC DRILL (GA FASTEN)
000108 10/25/95 698.06 DH200 P 05 00 0.00 698.06 10/96 300.16 159.16 159.16 459.32
CYLINDER/PUMP (SIP)
000109 10/01/95 5455.38 DH200 P 05 00 0.00 5455.38 10/96 2345.81 1243.83 1243.83 3589.64
JIG TABLES-6
000110 10/05/95 4075.00 DH200 P 05 00 0.00 4075.00 10/96 1630.00 978.00 978.00 2608.00
DRILL PRESS XD59 (BIBB)
000111 06/22/95 4410.00 DH200 P 05 00 0.00 4410.00 10/96 1896.30 1005.48 1005.48 2901.78
BAND SAW M20411 (HOLOX)
000112 08/02/95 529.98 DH200 P 05 00 0.00 529.98 10/96 227.89 120.84 120.84 348.73
DRILL PRESS (ENCO)
000113 11/03/95 1577.06 DH200 P 05 00 0.00 1577.06 10/96 315.41 504.66 504.66 820.07
AC/DC HYPOT JR TESTER
000114 11/21/95 2060.59 DH200 P 05 00 0.00 2060.59 10/96 412.12 659.39 659.39 1071.51
TRACK TORCH MACHINE 0200-0220 (HOLOX)
000115 11/30/95 9609.60 DH200 P 05 00 0.00 9609.60 10/96 1921.92 3075.07 3075.07 4996.99
FACTORY CAT SWEEPER RBI-1013 (MARK POPE)
000116 12/05/95 4882.50 DH200 P 05 00 0.00 4882.50 10/96 976.50 1562.40 1562.40 2538.90
POWER UNIT 2 RAM TSTER AFP ATL 00499 (ORTON)
000117 01/23/96 1167.42 DH200 P 05 00 0.00 1167.42 10/96 233.48 373.58 373.58 607.06
HEAVY DUTY C-2 VISES-2 (SIP)
000118 01/25/96 1078.46 DH200 P 05 00 0.00 1078.46 10/96 215.69 345.11 345.11 560.80
HEAVY DUTY C-2 VISES-2 (SIP)
000119 01/31/96 1800.00 DH200 P 05 00 0.00 1800.00 10/96 360.00 576.00 576.00 936.00
LINCOLN WELDER DC-250 (M DYAL)
000120 01/15/96 3150.35 DH200 P 05 00 0.00 3150.35 10/96 630.07 1008.11 1108.11 1638.18
TIG WELDER (HOLOX)
000121 01/22/96 8714.54 DH200 P 05 00 000 3714.54 10/96 1742.91 2788.65 2788.65 4531.56
LAYOUT TABLE (CHATHAM)
000122 02/09/96 8951.25 DH200 P 05 00 0.00 8951.25 10/96 1790.25 2864.40 2864.40 4654.65
1600 SPRSY CHEMICAL NEUTRALIZER 55493 (FREEMONT)
</TABLE>
<PAGE>
January 29, 1997 Page 5
5:19 pm IPS
DEPRECIATION EXPENSE REPORT
for DBH Books FY =10
as of 10/97
<TABLE>
<CAPTION>
==================================================================================================================================
Current
In Svc Acquired Dep P Est Salvage/ Depreciable Thru Prior Accum Depreciation Year Curr Accum
SYS No Date Value Meth T Life Sect 179 Basis Date Depreciation This Run to Date Depreciation
- ------ ------ -------- ---- ------ -------- ----------- ---- ------------ ------------ ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
000123 02/29/96 933.77 DH200 P 05 00 0.00 933.77 10/96 18.675 298.81 298.81 485.56
BATTERY POWERED 2000# LIFT MAGNAT (McCARR)
000124 02/29/96 340.80 DH200 P 05 00 0.00 340.80 10/96 68.16 109.06 109.06 177.22
FLYER PUSH TROLLEY 2000#-3 (McCARR)
000125 02/29/96 2541.40 DH200 P 05 00 0.00 2541.40 10/96 508.28 813.25 813.25 1321.53
VALUSTAR CHAIN HOIST 2000#-2 (McCARR)
000126 02/29/96 945.85 DH200 P 05 00 0.00 945.85 10/96 189.17 302.67 302.67 491.84
VALUSTAR CHAIN HOIST 500# (McCARR)
000127 02/29/96 2230.09 DH200 P 05 00 0.00 2230.09 10/96 446.02 713.63 713.63 1159.65
IDEALARC CV-300 WELDER (HOLOX)
000128 02/29/96 4202.55 DH200 P 05 00 0.00 4202.55 10/96 840.51 1344.82 1344.82 2185.33
KALAMAZOO BAND SAW K20462 (HOLOX)
000129 03/19/96 11859.42 DH200 P 05 00 0.00 11859.42 10/96 2371.88 3795.02 3795.02 6166.90
IDEALARC WELDERS D-600 -3 (HOLOX)
000130 04/23/96 842.70 DH200 P 05 00 0.00 842.70 10/96 168.54 269.66 269.66 438.20
ELECTRICAL PARTS BIN (DBS)
000131 04/05/96 6323.70 DH200 P 05 00 0.00 6323.70 10/96 1264.74 2023.58 2023.58 3288.32
INSTALL OF 3 WELDING MACHINES(DBS)
000132 02/29/96 779.84 DH200 P 05 00 0.00 779.84 10/96 155.97 249.55 249.55 405.52
NO DESPRIPTION (ASK JOE EUBANKS (ACE ELECTRIC
000133 06/28/96 1400.00 DH200 P 05 00 0.00 1400.00 10/96 280.00 448.00 448.00 728.00
USED TR450 STUDWELDER (BAY AREA CONTRACTORS)
000134 06/10/96 1344.42 DH200 P 05 00 0.00 1344.42 10/96 268.88 430.22 430.22 699.10
LIN LN25 W/INTERNAL CONTACTOR(HOLOX)
000135 07/03/96 1042.26 DH200 P 05 00 0.00 1042.26 10/96 208.45 333.52 333.52 541.97
24" INDUSTRIAL HEAD FANS-6 (DIXIE IND)
000236 08/30/96 400.00 DH200 P 05 00 0.00 400.00 10/96 80.00 128.00 128.00 208.00
LIFT GATE FIXTURE (DBS)
000137 08/30/96 4000.00 DH200 P 05 00 0.00 4000.00 10/96 800.00 1280.00 1280.00 2080.00
PRESS HEAD FISTURES-2 (DBS)
000138 08/30/96 4000.00 DH200 P 05 00 0.00 4000.00 10/96 800.00 1280.00 1280.00 2080.00
MAIN DOOR FIXTURES-2 (DBS
000139 08/30/96 1500.00 DH200 P 05 00 0.00 1500.00 10/96 300.00 480.00 480.00 780.00
WAER GUIDE FIXTURE (DBS)
000140 08/30/96 2000.00 DH200 P 05 00 0.00 2000.00 10/96 400.00 640.00 640.00 1040.00
WELDOUT TSBLE (DBS)
000141 08/30/96 500.00 DH200 P 05 00 0.00 500.00 10/96 100.00 160.00 160.00 260.00
BALE DOG FIXTURE (DBS)
000142 05/16/96 1420.13 DH200 P 05 00 0.00 1420.13 10/96 284.03 454.44 454.44 738.47
HPE 541 CRIMP TSBLE (ORTON)
000143 08/30/96 332.50 DH200 P 05 00 0.00 332.50 10/96 66.50 106.40 106.40 172.90
LABOR FOR EXHAUST PIPE (JM MILES)
000144 09/30/96 3710.00 DH200 P 05 00 0.00 3710.00 10/96 742.00 1187.20 1187.20 1929.20
RIGID 535 PIPE THREADER W/DYES (R&S)
000145 06/30/96 285.00 DH200 P 05 00 0.00 285.00 10/96 57.00 91.20 91.20 148.20
BLUE STORAGE CAGE
000146 06/30/96 352.00 DH200 P 05 00 0.00 352.00 10/96 70.40 112.64 112.64 183.04
TURNBUCKLE RACK
000147 06/30/96 1616.00 DH200 P 05 00 0.00 1616.00 10/96 323.20 517.12 517.12 840.32
BALE DOOR RACK
000148 06/30/96 418.40 DM200 P 05 00 0.00 418.40 10/96 83.68 133.89 133.89 217.57
PARTS STORAGE RACK
</TABLE>
<PAGE>
January 29, 1997 Page 6
5:19 pm
IPS
DEPRECIATION EXPENSE REPORT
for DBH Books FY = 10
as of 10/97
<TABLE>
<CAPTION>
====================================================================================================================================
Current
In Svc Acquired Dep P Est Salvage/ Depreciable Thru Prior Accum Depreciation Year Curr Accum
SYS No Date Value Meth T Life Sect 179 Basis Date Depreciation This Run to Date Depreciation
- ------ ------ -------- ---- ------ -------- ----------- ---- ------------ ------------ -------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
000149 06/30/96 168.00 DH200 P 05 00 0.00 168.00 10/96 33.60 53.76 53.76 87.36
SAFETY GATE RACK
000150 06/30/96 2112.00 DH200 P 05 00 0.00 2112.00 10/96 422.40 675.84 675.84 1098.24
SAW HORSES-24
000151 06/30/96 305.60 DH200 P 05 00 0.00 305.60 10/96 61.12 97.79 97.79 158.91
BALER FLOOR STORAGE RACK
000152 06/30/96 131.20 DH200 P 05 00 0.00 131.20 10/96 26.24 41.98 41.98 68.22
ANGLE RACK
000153 06/30/96 1740.00 DH200 P 05 00 0.00 1740.00 10/96 348.00 556.80 556.80 904.80
DRAWING STANDS-6
000154 06/30/96 273.60 DH200 P 05 00 0.00 273.60 10/96 54.72 87.55 87.55 142.27
ROUND BAR RACK
000155 06/30/96 385.60 DH200 P 05 00 0.00 385.60 10/96 77.12 123.39 123.39 200.51
FORKLIFT HOIST
000156 06/30/96 101.00 DH200 P 05 00 0.00 101.00 10/96 20.20 32.32 32.32 52.52
PARTS STORAGE RACK
000157 06/30/96 1382.40 DH200 P 05 00 0.00 1382.40 10/96 276.48 442.37 442.37 718.85
WELDER STANDS-18
000158 06/30/96 1220.80 DH200 P 05 00 0.00 1220.80 10/96 244.16 390.66 390.66 634.82
FORKLIFT WORK PLATFORM- TALL
000159 06/30/96 340.00 DH200 P 05 00 0.00 340.00 10/96 68.00 108.80 108.80 176.80
FORKLIFT WORK PLATFORM
000160 06/30/96 7500.00 DH200 P 05 00 0.00 7500.00 10/96 1500.00 2400.00 400.00 3900.00
BALER CART
000161 06/30/96 277.20 DH200 P 05 00 0.00 277.20 10/96 55.44 88.70 88.70 144.14
WASH SINK
000162 06/30/96 459.20 DH200 P 05 00 0.00 459.20 10/96 91.84 146.94 146.94 238.78
DOG ASSEMBLY RACK
000163 06/30/96 235.20 DH200 P 05 00 0.00 235.20 10/96 47.04 75.26 75.26 122.30
3x3 WORK TABLE
000164 06/30/96 1804.80 DH200 P 05 00 0.00 1804.80 10/96 360.96 577.54 577.54 938.50
4x8 WORK TABLES-B
000165 06/30/96 2520.00 DH200 P 05 00 0.00 2520.00 10/96 504.00 806.40 806.40 1310.40
STEEL STORAGE RACK
000166 06/30/96 780.00 DH200 P 05 00 0.00 780.00 10/96 156.00 249.60 249.60 405.60
CUTTING TABLE
000167 06/30/96 5952.00 DH200 P 05 00 0.00 5952.00 10/96 1190.40 1904.64 904.64 3095.04
CYLINDER RACK-2
000168 06/30/96 1008.00 DH200 P 05 00 0.00 1008.00 10/96 201.60 322.56 322.56 524.16
PIPE RACK
000169 06/30/96 540.80 DH200 P 05 00 0.00 540.80 10/96 108.16 173.06 173.06 281.22
SLING RACK
000170 06/30/96 1307.00 DH200 P 05 00 0.00 1307.00 10/96 261.40 418.24 418.24 679.64
OIL TRANSFER TANK
000171 06/30/96 180.00 DH200 P 05 00 0.00 180.00 10/96 36.00 57.60 57.60 93.60
SANDER STAND
000172 06/30/96 911.00 DH200 P 05 00 0.00 911.00 10/96 182.20 291.52 291.52 473.72
HYDRAULIC FITTING RACK
000173 06/30/96 1594.00 DH200 P 05 00 0.00 1594.00 10/96 318.80 510.08 510.08 328.88
PIPR FITTING RACK 10'
000174 06/30/96 762.00 DH200 P 05 00 0.00 762.00 10/96 152.40 243.84 243.84 396.24
PIPE FITTING RACK 8'
</TABLE>
<PAGE>
January 29, 1997
5:19 pm IPS Page 7
DEPRECIATION EXPENSE REPORT
for DBH Books FY = 10
as of 10/97
<TABLE>
<CAPTION>
===================================================================================
In Svc Acquired Dep P Est Salvage/ Depreciable Thru
SYS No Date Value Meth T Life Sect 179 Basis Date
- ------ ------ ------- ---- - ---- -------- ----------- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Count= 78 --------- ---- ---------
Class: ME
231918.88 0.00 231918.88
Less disposals 0.00 0.00 0.00
--------- ---- ---------
Net 231918.88 0.00 231918.88
11-8-96 6 HP BLACK MAX 450.00 MACRS 7
12-20-96 ZEP - DYNA BRUTE CLEANER 1,035.61 MACRS 7
10-23-97 BISON - CONVEYOR 6,874.50 MACRS 7
8-20-96 BEARING SWIVEL 3,691.64 MACRS 7
7-31-97 25HP COMPRESSOR 6,611.51 MACRS 7
7-31-97 KOHLER WELDER 2,597.00 MACRS 7
9-28-97 HORIZ FRAMING TABLE 3,951.70 MACRS 7
-----------
$257,130.84
===========
11-3-97 PLATE DOG 808.70 MACRS 7
12-12-97 3 TON CHAIN HOIST 511.47 MACRS 7
01-31-98 4 SHOP HEATERS 1,606.96 MACRS 7
1-8-98 WELDER & ACCESSORIES CV-300 3,317.24 MACRS 7
2-17-98 ARGON MIXER 2,120.00 MACRS 7
7-21-98 TORCH & ACCESSORIES 3,652.37 MACRS 7
-----------
TOTALS 10-31-98 $269,147.58
===========
<CAPTION>
==================================================================================
In Svc Prior Accum Depreciation Current Year Curr Accum
SYS No Date Depreciation This Run to Date Depreciation
- ------ ---- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Count= 78 -------- -------- -------- ---------
Class:
68034.86 65553.62 65553.62 133588.48
Less disposals 0.00 0.00
-------- -------- -------- ---------
Net 68034.86 65553.62 65553.62 133588.48
11-8-96 64.31 64.31 110
12-20-96 147.99 147.99 253
10-23-97 982.37 982.37 1683
8-20-96 527.54 527.54 904.
7-31-97 944.78 944.78 1619.
7-31-97 371.11 371.11 636
9-28-97 564.70 564.70 967.7
--------- ----------
69,156.42 137,191.28
========= ==========
11-3-97 115.5
12-12-97 73.09
01-31-98 229.6
1-8-98 474.03
2-17-98 302.95
7-21-98 521.92
----------
$47,223.77
==========
</TABLE>
A/D 10-31-98 $184,415.05
<PAGE>
January 29, 1997
5:19 pm IPS Page 8
DEPRECIATION EXPENSE REPORT
OFFICE EQUIPMENT for DBH Books FY = 10
as of 10/97 DEPR EXP A/D
THRU 10/96 96/97 10/31/97
<TABLE>
<CAPTION>
======================================================================================
In Svc Acquired Dep P Est Salvage/ Depreciable Thru
SYS No Date Value Meth T Life Sect 179 Basis Date
- ------ ------ -------- ---- - ---- -------- ----------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
000053 06/10/95 814.48 DH200 P 05 00 0.00 814.48 10/96
CHAIRS & TABLES (SAM'S)
000054 07/31/95 529.98 DB200 P 05 00 0.00 529.98 10/96
FAX MACHINE (SAM'S)
000055 07/31/95 313.23 DH200 P 05 00 0.00 313.23 10/96
DESK CHAIRS-2 (SAM'S)
000056 07/31/95 1119.26 DH200 P 05 00 0.00 1119.26 10/96
DESKS-3 (OFFICE DEPOT)
000057 07/31/95 59.71 DH200 P 05 00 0.00 59.71 10/96
ANSWERING MACHINE (WALMART)
000058 10/31/95 409.50 DH200 P 05 00 0.00 409.50 10/96
TIME CLOCK SN#352130507 (SE BUS MACHINES)
000059 12/05/95 947.79 DH200 P 05 00 0.00 947.79 10/96
TV & VCR (CIRCUIT CITY)
000060 11/13/95 529.00 DH200 P 05 00 0.00 529.00 10/96
BROOKWOOD LOVESEAT (JESUP FURNITURE)
000061 11/13/95 419.00 DH200 P 05 00 0.00 419.00 10/96
FAIRFIELD SETTER (JESUP FURNITURE)
000062 11/13/95 438.00 DH200 P 05 00 0.00 438.00 10/96
FAIRFIELD CHAIRS-2 (JESUP FURNITURE)
000063 11/13/95 204.75 DH200 P 05 00 0.00 204.75 10/96
DENNY LAMP (JESUP FURNITURE)
000064 11/13/95 149.00 DH200 P 05 00 0.00 149.00 10/96
UNIVERSAL END TABLE (JESUP FURNITURE)
000065 11/13/95 174.40 DH200 P 05 00 0.00 174.40 10/96
BUTLERS TABLE (JESUP FURNITURE)
000066 12/30/95 3237.57 DH200 P 05 00 0.00 3237.57 10/96
INVENTORY SHELVES (WW GRAINGER)
000067 01/17/96 777.00 DH200 P 05 00 0.00 777.00 10/96
L SHAPED DESKS-3 (JOHNSON OFFICE)
000068 01/17/96 894.00 DH200 P 05 00 0.00 894.00 10/96
PNEUMATIC CHAIRS-6 (JOHNSON OFFICE)
000069 01/17/96 1393.00 DH200 P 05 00 0.00 1393.00 10/96
LATERAL FILES-7 (JOHNSON OFFICE)
000070 01/17/96 150.00 DH200 P 05 00 0.00 150.00 10/96
3Ox6O STEEL DESK (JOHNSON OFFICE)
000071 01/17/96 346.50 DH200 P 05 00 0.00 346.50 10/96
CHAIR MATS-9 (JOHNSON OFFICE)
000072 01/17/96 900.00 DH200 P 05 00 0.00 900.00 10/96
DESKS-4 (JOHNSON OFFICE)
000073 01/17/96 596.00 DH200 P 05 00 0.00 596.00 10/96
CREDENZAS-4 (JOHNSON OFFICE)
000074 01/17/96 596.00 DH200 P 05 00 0.00 596.00 10/96
BOOK CASES-4 (JOHNSON OFFICE)
000075 01/17/96 149.00 DH200 P 05 00 0.00 149.00 10/96
BOOK CASE (JOHNSON OFFICE)
000076 01/17/96 916.00 DH200 P 05 00 0.00 916.00 10/96
GUEST CHAIRS-4 (JOHNSON OFFICE)
000077 01/17/96 952.00 DH200 P 05 00 0.00 952.00 10/96
807 GUEST CHAIRS-8 (JOHNSON OFFICE)
000078 01/17/96 600.00 DH200 P 05 00 0.00 600.00 10/96
EXECUTIVE CHAIRS-2 (JOHNSON OFFICE)
<CAPTION>
==================================================================================
Prior Accum Depreciation Current Year Curr Accum
SYS No Depreciation This Run to Date Depreciation Key
- ------ ------------ ------------ ------------ ------------ ---
<S> <C> <C> <C> <C> <C>
000053 358.41 182.43 182.43 540.84 109
000054 227.89 120.84 120.84 348.73 72
000055 134.69 71.42 71.42 206.11 42
000056 481.28 255.19 255.19 736.47 76
000057 25.68 13.61 13.61 39.29 8.
000058 167.90 96.64 96.64 264.54 57.
000059 189.56 303.29 303.29 492.85 181.
000060 105.80 169.28 169.28 275.08 101.5
000061 83.80 134.08 134.08 217.88 80.4
000062 87.60 140.16 140.16 227.76 84.
000063 40.95 65.52 65.52 106.47 39.
000064 29.80 47.68 47.68 77.48 28.
000065 34.88 55.81 55.81 90.69 33.4
000066 647.51 1036.02 1036.02 1683.53 1554.
000067 155.40 248.64 248.64 404.04 149.
000068 178.80 286.08 286.08 464.88 171.6
000069 278.60 445.76 445.76 724.36 267.
000070 30.00 48.00 48.00 78.00 68.
000071 69.30 110.88 110.88 180.18 66.
000072 180.00 288.00 288.00 468.00 172.
000073 119.20 190.72 190.72 309.92 114.4
000074 119.20 190.72 190.72 309.92 114.4
000075 29.80 47.68 47.68 77.48 28.61
000076 183.20 293.12 293.12 476.32 175.8
000077 190.40 304.64 304.64 495.04 182.78
000078 120.00 192.00 192.00 312.00 115.20
</TABLE>
<PAGE>
January 29, 1997
5:19 pm IPS Page 9
DEPRECIATION EXPENSE REPORT
for DBH Books FY = 10
as of 10/97
10/96 96/97 DEPR 10/31/97
<TABLE>
<CAPTION>
=======================================================================================
In Svc Acquired Dep P Est Salvage/ Depreciable Thru
SYS No Date Value Meth T Life Sect 179 Basis Date
- ------ ----- ------- ---- - ---- -------- ----------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
000079 01/17/96 467.00 DH200 P 05 00 0.00 467.00 10/96
ROUND CONFERENCE TABLE (JOHNSON OFFICE)
000080 01/17/96 556.00 DH200 P 05 00 0.00 556.00 10/96
SIDE CHAIRS-4 (JOHNSON OFFICE)
000081 01/17/96 1296.00 DH200 P 05 00 0.00 1296.00 10/96
EXEC L SHAPED DESK (JOHNSON OFFICE)
000082 01/17/96 1112.00 DH200 P 05 00 0.00 1112.00 10/96
BOOK CASES-2 (JOHNSON OFFICE)
000083 01/17/96 479.00 DH200 P 05 00 0.00 479.00 10/96
LATERAL FILE (JOHNSON OFFICE)
000084 01/17/96 832.00 DH200 P 05 00 0.00 832.00 10/96
36x72 DESK (JOHNSON OFFICE)
000085 01/17/96 794.00 DH200 P 05 00 0.00 794.00 10/96
KEYBRD CREDENZA (JOHNSON OFFICE)
000086 01/17/96 396.00 DH200 P 05 00 0.00 396.00 10/96
END TABLES-2 (JOHNSON OFFICE)
000087 01/17/96 645.00 DH200 P 05 00 0.00 645.00 10/96
96" CONFERENCE TABLE (JOHNSON OFFICE)
000088 01/17/96 645.00 DH200 P 05 00 0.00 645.00 10/96
96" CONFERENCE TABLE (JOHNSON OFFICE)
000089 01/17/96 4895.83 DH200 P 05 00 0.00 4895.83 10/96
CONFERENCE ROOM CHAIRS-14 (JOHNSON OFFICE)
000090 01/17/96 729.28 DH200 P 05 00 0.00 729.28 10/96
FLOOR BUFFER (JEM CLEANER)
000091 01/17/96 450.50 DH200 P 05 00 0.00 450.50 10/96
AP105 TYPEWRITER (SE BUS MACHINES)
000092 03/29/96 2104.10 DH200 P 05 00 0.00 2104.10 10/96
RICO FAX MACHINE-F24 1460100681 (ACME)
000093 04/30/96 1081.73 DH200 P 05 00 0.00 1081.73 10/96
FIL1NG CABINET W/BASE (JOHNSON OFFICE)
000094 09/11/96 401.88 DH200 P 05 00 0.00 401.88 10/96
OFFICE CHAIRS-2 (VIKING OFFICE PROD)
000095 08/14/96 311.64 DH200 P 05 00 0.00 311.64 10/96
30" FRIDG RANGE (SCHUMAN'S ELECTRIC)
000096 10/21/96 1049.74 DH200 P 05 00 0.00 1049.74 10/96
25 DRAWER FILING CABINET
Count: 44 -------- ---- --------
Class: OE
35861.87 0.00 35861.87
Less disposals 0.00 0.00 0.00
-------- ---- --------
Net 35861.87 0.00 35861.87
07-31-97 SOFA TABLE & BASKET MACRS 5 263.78
07-30-97 RUG, TREE & BASKET MACRS 5 296.66
----------
TOTALS 10-31-97 $36,422.31
==========
11-30-99 DESK MACRS 5 265.00
12-31-97 BOOKCASE MACRS 5 589.36
----------
TOTALS 10-31-98 $37,276.67
<CAPTION>
================================================================================================
Prior Accum Depreciation Current Year Curr Accum
SYS No Depreciation This Run to Date Depreciation
- ------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
000079 93.40 149.44 149.44 242.84
000080 111.20 177.92 177.92 289.12
000081 259.20 414.72 414.72 673.92
000082 222.40 355.84 355.84 578.24
000083 95.80 153.28 153.28 249.08
000084 166.40 266.24 266.24 432.64
000085 158.80 254.08 254.08 412.88
000086 79.20 126.72 126.72 205.92
000087 129.00 206.40 206.40 335.40
000088 129.00 206.40 206.40 335.40
000089 979.17 1566.66 1566.66 2545.83
000090 145.86 233.37 233.37 379.23
000091 90.10 144.16 144.16 234.26
000092 420.82 673.31 673.31 1094.13
000093 216.35 346.15 346.15 562.50
000094 80.38 128.60 128.60 208.98
000095 62.33 99.72 99.72 162.05
000096 209.95 335.92 335.92 545.87
Count: 44 ------- -------- -------- --------
Class:
7919.01 11177.14 11177.14 19096.15
Less disposals 0.00 0.00
------- -------- -------- --------
Net 7919.01 11177.14 11177.14 19096.15
52.76 52.76
59.33 59.33
---------- ---------
$11,289.23 19,208.24
========== =========
</TABLE>
<PAGE>
January 29, 1997
5:19 pm IPS Page 10
DEPRECIATION EXPENSE REPORT
PHONE SYSTEM for DBH Books FY = 10
as of 10/97
10/96 96/97 10/31/97 97
<TABLE>
<CAPTION>
====================================================================================
In Svc Acquired Dep P Est Salvage/ Depreciable Thru
SYS No Date Value Meth T Life Sect 179 Basis Date
- ------ ------ ------- ---- - ---- -------- ----------- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
000175 06/13/95 2550.00 DH200 P 05 00 0.00 2550.00 10/96
COMDIAL UNISYN SYSTEM
000176 12/31/95 28448.40 DH200 P 05 00 0.00 28448.40 10/96
COMDIAL IMPACT SYSTEM
Count= 2 -------- ---- --------
Class: T
30998.40 0.00 30998.40
Less disposals 0.00 0.00 0.00
-------- ---- --------
Net 30998.40 0.00 30998.40
<CAPTION>
=====================================================================================
Prior Accum Depreciation Current Year Curr Accum
SYS No Depreciation This Run to Date Depreciation
- ------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
000175 1096.50 581.40 581.40 1677.90
000176 5689.68 9103.49 9103.49 14793.17
Count= 2 ------- ------- ------- --------
Class:
6786.18 9684.89 9684.89 16471.07
Less disposals 0.00 0.00
------- ------- ------- --------
Net 6786.18 9684.89 9684.89 16471.07
A/D 10-31-98 $22,282
=======
</TABLE>
<PAGE>
January 29, 1997
5:19 pm IPS Page 11
DEPRECIATION EXPENSE REPORT
-VEHICLES- for DBH Books FY = 10
as of 10/97
10/96 96/97 10/31/97
<TABLE>
<CAPTION>
====================================================================================
In Svc Acquired Dep P Est Salvage/ Depreciable Thru
SYS No Date Value Meth T Life Sect 179 Basis Date
- ------ ------ ------- ---- - ---- -------- ----------- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
000177 08/07/95 25232.92 DH200 A 05 00 0.00 25232.92 10/96
1994 DODGE RAM 1 TON (WESTSIDE DODGE, JAX)
Count: 1 ---------- ---- ----------
Class: V
25232.92 0.00 25232.92
Less disposals 0.00 0.00 0.00
---------- ---- ----------
Net 25232.92 0.00 25232.92
Count: 172 ---------- ---- ----------
Grand Total
1758463.33 0.00 1758463.33
Less disposals 0.00 0.00 0.00
---------- ---- ----------
Net 1758463.33 0.00 1758463.33
========== ==== ==========
<CAPTION>
================================================================================================
Prior Accum Depreciation Current Year Curr Accum
SYS No Depreciation This Run to Date Depreciation
- ------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
000177 10850.16 5753.10 5753.10 16603.26
Count: 1 --------- --------- --------- ---------
Class:
10850.16 5753.10 5753.10 16603.26
Less disposals 0.00 0.00
--------- --------- --------- ---------
Net 10850.16 5753.10 5753.10 16603.26
Count: 172 --------- --------- --------- ---------
Grand Total
160460.40 158314.90 158314.90 318775.30
Less disposals 0.00 0.00
--------- --------- --------- ---------
Net 160460.40 158314.90 158314.90 318775.30
========= ========= ========= =========
A/D 10-31-98 $20,055.12
==========
</TABLE>
<PAGE>
PROMISSORY NOTE AND SECURITY AGREEMENT
$250,000.00 July 22, 1996
FOR VALUE RECEIVED, the undersigned, International Press and Shear
Corporation (hereinafter called "Maker"), does hereby promise to pay to the
order of Appling County, Georgia, a political subdivision of the State of
Georgia, (hereinafter together with any holder hereof called "Holder"), at its
office in Baxley, Appling County, Georgia, or such other place as Holder may
designate in writing, in lawful money of the United States of America, the
principal sum of Two Hundred Fifty Thousand Dollars ($250,000.00) value received
bearing interest from the date hereof at the rate of four percent (4.0%) per
annum, and payable as set forth below.
ARTICLE I
PRINCIPAL AND INTEREST
Principal and interest shall be due and payable in eighty-four (84)
consecutive monthly installments, each such installment being in the amount of
$3,417.20, with the first such installment commencing on the 22nd day of August,
1996, and with a final installment of the entire outstanding principal balance
together with all accrued and unpaid interest being due and payable on the 22nd
day of July, 2003. If at the time set for the payment of the first installment
of principal and interest shall be due and accrued for a period of more or less
than one month period, the amount of said first installment shall be increased
or decreased to the extent the amount of interest due exceeds or is less than
the interest due for a one month period.
In no event shall the amount of interest due or payable hereunder exceed
the maximum rate of interest allowed by applicable law, and in the event any
such payment is advertently paid by the Maker of inadvertently received by the
Holder, then such excess sum shall be credited as a payment of principal, unless
the Maker shall notify the Holder, in writing, that the Maker elects to have
such excess sums returned to it forthwith. It is the express intent hereof that
the Maker not pay and the Holder not receive, directly or indirectly in any
manner whatsoever, interest in excess of that which may be legally paid by the
Maker under applicable law.
ARTICLE II
SECURITY INTEREST
This Note is secured by, without limitation, a security interest given by
Maker to Holder encumbering the machinery and equipment listed in Exhibit A
attached hereto and made a part hereof and future and other machinery and
equipment acquired with the
EXHIBIT C
PAGE 1 OF 8
<PAGE>
proceeds of this loan; together with all additions thereto and replacements
thereof. It is the intention of Maker and Holder that Holder shall have a
purchase money security interest in the aforesaid machinery and equipment until
the full amount of this note, including principal, interest and other allowable
charges have been paid in full, and Maker hereby grants unto Holder such
security interest; this instrument constituting for such purposes a security
agreement as well as promissory note. Holder is and shall be authorized to file
UCC-1 and UCC-2 financing statements and such other evidences of the said
security interest as may be provided for under the Georgia Uniform Commercial
Code, including amendments thereto and continuations thereof, with or without
execution by Maker.
ARTICLE III
LATE CHARGES
The Holder shall have the optional right to declare the total unpaid
balance hereof to be due and forthwith payable in advance of the maturity date
of any installment, as fixed herein, upon the failure of the undersigned to pay
when due any one of the installments herein, or upon the occurrence of any event
of default as provided in the Master Loan Agreement entered into between the
parties of even date herewith; all terms and provisions of said agreement being
incorporated herein and made a part hereof. Upon exercise of this option by
Holder, the entire unpaid principal shall bear interest until paid in full at
the rate of eighteen percent (18.0%) percent per annum. Forbearance to exercise
this option with respect to any failure or of breach of the Maker shall not
constitute a waiver of the right as to any subsequent failure or breach.
ARTICLE IV
GENERAL MATTERS
Time is of the essence of this Contract and, in case this Note is
collected by law or through an attorney at law, or under advise therefrom, the
Maker agrees to pay all costs of collection, including fifteen (15%) percent of
the principal and interest as attorney's fees. In addition to the foregoing, in
the event that any monthly installment is not paid when due, the Holder may
collect a "Late Charge" of $5.00 or five cents ($.05) for each Dollar ($1.00),
whichever is greater, of each installment payment of interest and principal
provided for herein more than ten (10) days in arrears to cover the extra
expense involved in handling delinquent accounts. Such charge shall be payable
not later than due date of the next monthly installment payment hereon and shall
be secured by the Loan Documents.
The Maker and all endorsers or other parties to this Note severally waive,
each for
<PAGE>
itself or himself and family, any and all homestead and exemption rights which
any of them or the family of any of them may have under or by virtue of the
Constitution or law of the United States of America or of any state against this
Note, any renewal thereof, or any indebtedness represented thereby.
The Maker and all endorsers or other parties to this Note jointly and
severally transfer, convey and assign to the Holder a sufficient amount of
property or money set apart as exempt to pay the indebtedness evidenced hereby,
or any renewal thereof, and do hereby, jointly and severally, appoint the Holder
the attorney in fact for each of them to claim any and all homestead exemption
allowed by law.
The Maker hereby waives presentment, demand for payment, protest and
notice of non-payment.
Maker hereby acknowledges and recognizes that this Note, the Master Loan
Agreement and UCC financing statements have been executed and delivered in the
State of Georgia. The laws of the State of Georgia shall govern said documents.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals this
22nd day of July, 1996.
INTERNATIONAL PRESS
AND SHEAR CORPORATION (L.S.)
By: /s/ Sidney Wildes
---------------------------
Sidney Wildes, President
(CORPORATE SEAL)
<PAGE>
EXHIBIT A
Item Identification No.
OMi 20 ton overhead crane 10130-1
OMi 20 ton overhead crane 10130-2
Omi 10 ton overhead crane 10131
OMi 5 ton overhead crane 10170
John Evans Mfg. 10 ton crane system Remanufactured
Caterpillar TC100D 10,000 lb. lift truck 5KD03499
Caterpillar TC6OD 6,000 lb. lift truck 08EB08445
Caterpillar T4OB 4,000 lb. lift truck 2N2068
Lincoln 300 amp welding machine w/attchmts U1950407716
Lincoln 300 amp welding machine w/attchmts U1950509321
Lincoln 300 amp welding machine w/attchmts U1950407638
Lincoln 300 amp welding machine w/attchmts U1950407705
Lincoln 600 amp welding machine w/attchmts U1950906271
Lincoln 600 amp welding machine w/attchmts U1950906274
Lincoln 600 amp welding machine w/artchmts U1950906272
Lincoln 600 amp welding machine w/attchmts U1950906330
Lincoln 600 amp welding machine w/attchmts U1950906267
Lincoln 600 amp welding machine w/attchmts U1950906243
Lincoln IdealArc DC-250 welding machine w/attchmts U1940324701
Lincoln TIG 255 welding machine w/attchmts U1950417609
Lincoln 600 amp welding machine w/attchmts U1950906268
Lincoln IdealArc DC-600 welding machine w/attchmts U1950906265
Lincoln IdealArc DC-600 welding machine w/attchmts U1950310649
Lincoln IdealArc DC-600 welding machine w/attchmts U1950906273
Lincoln IdealArc CV-300 welding machine w/attchmts U1951203169
Lincoln IdealArc DC-600 welding machine w/attchmts U1960209256
Lincoln IdealArc DC-600 welding machine w/attchmts U1960209255
Lincoln IdealArc DC-600 welding machine w/attchmts U1950906332
C&G Sft. x 3Oft. burn table N/A
Steel layout table N/A
Six steel jig tables N/A
<PAGE>
Kalamazoo 9in. x 16in. band saw M20411
Kalamazoo band saw, H9AW, 11 Ov K20462
Ecoa drill press N/A
Ecoa drill press (heavy duty) XD59
Enco floor model drill press 126-2240 (stock no.)
Magnetic drill MILW4208-1
1994 Dodge Ram 3500 truck w/12' steel bed 1B6ML3L25662387
Factory Cat model 48 rider sweeper RBI-1013
Power Unit tester AFP ATL00499
Mod. 1600 pressure spray/neutralizing system 55493
Steamboat ratchet jack, 20 ton 2979T24
\/IC VCM 200 track torch machine 0200-0220
Four (4) Vise grip heavy duty pliers N/A
Cylinder/pump/fittings C1014C/P55
Air gun/air gun system JGHV-5465-FF
(2) Air grinders, 7" GA-7X
Electrical parts bin N/A
Battery powered lift magnet, 2000 lb. 3530T14
(3) Flyer push trolleys, 2000 lb. 3269T3
(2) Valustar chain hoist, 2000 lb/10 ft, 115v, 1/2hp 9477T86
Valustar chain hoist, 500 lb/10 ft, 115v, 1/4 hp 9477T84
<PAGE>
-- Bottom Line Software --
Amortization Schedule
Date printed : 09-05-1996 Page 1
Principal amount : 250,000.00 Payee: Development Authority
Payment amount : 3,417.20 Payor: Intl Press & Shear
No. payments / year : 12 Comments...
Interest rate, pct / annum : 4.0000 Manufacturing equipment
Date of Note : 07-22-96
Date of first payment : 08-22-96
================================================================================
Page no. 1
Pmt. Date Total Interest Principal Balance Cumulative
No. Due Payment Payment Payment Remaining Interest
1 08-22-1996 3,417.20 833.33 2,583.87 247,416.13 833.33
2 09-22-1996 3,417.20 824.72 2,592.48 244,823.65 1,658.05
3 10-22-1996 3,417.20 816.08 2,601.12 242,222.53 2,474.13
4 11-22-1996 3,417.20 807.41 2,609.79 239,612.74 3,281.54
5 12-22-1996 3,417.20 798.71 2,618.49 236,994.25 4,080.25
- --------------------------------------------------------------------------------
12-31-1996 FYE Total 4,080.25 13,005.75 236,994.25
- --------------------------------------------------------------------------------
6 01-22-1997 3,417.20 789.98 2,627.22 234,367.03 4,870.23
7 02-22-1997 3,417.20 781.22 2,635.98 231,731.05 5,651.45
8 03-22-1997 3,417.20 772.44 2,644.76 229,086.29 6,423.89
9 04-22-1997 3,417.20 763.62 2,653.58 226,432.71 7,187.51
10 05-22-1997 3,417.20 754.78 2,662.42 223,770.29 7,942.29
11 06-22-1997 3,417.20 745.90 2,671.30 221,098.99 8,688.19
12 07-22-1997 3,417.20 737.00 2,680.20 218,418.79 9,425.19
13 08-22-1997 3,417.20 728.06 2,689.14 215,729.65 10,153.25
14 09-22-1997 3,417.20 719.10 2,698.10 213,031.55 10,872.35
15 10-22-1997 3,417.20 710.11 2,707.09 210,324.46 11,582.46
16 11-22-1997 3,417.20 701.08 2,716.12 207,608.34 12,283.54
17 12-22-1997 3,417.20 692.03 2,725.17 204,883.17 12,975.57
- --------------------------------------------------------------------------------
12-31-1997 FYE Total 8,895.32 32,111.08 204,883.17
- --------------------------------------------------------------------------------
18 01-22-1998 3,417.20 682.94 2,734.26 202,148.91 13,658.51
19 02-22-1998 3,417.20 673.83 2,743.37 199,405.54 14,332.34
20 03-22-1998 3,417.20 664.69 2,752.51 196,653.03 14,997.03
21 04-22-1998 3,417.20 655.51 2,761.69 193,891.34 15,652.54
22 05-22-1998 3,417.20 646.30 2,770.90 191,120.44 16,298.84
23 06-22-1998 3,417.20 637.07 2,780.13 188,340.31 16,935.91
24 07-22-1998 3,417.20 627.80 2,789.40 185,550.91 17,563.71
25 08-22-1998 3,417.20 618.50 2,798.70 182,752.21 18,182.21
<PAGE>
Page no. 2
Pmt. Date Total Interest Principal Balance Cumulative
No. Due Payment Payment Payment Remaining Interest
26 09-22-1998 3,417.20 609.17 2,808.03 179,944.18 18,791.38
27 10-22-1998 3,417.20 599.81 2,817.39 177,126.79 19,391.19
28 11-22-1998 3,417.20 590.42 2,826.78 174,300.01 19,981.61
29 12-22-1998 3,417.20 581.00 2,836.20 171,463.81 20,562.61
- --------------------------------------------------------------------------------
12-31-1998 FYE Total 7,587.04 33,419.36 171,463.81
- --------------------------------------------------------------------------------
30 01-22-1999 3,417.20 571.55 2,845.65 168,618.16 21,134.16
31 02-22-1999 3,417.20 562.06 2,855.14 165,763.02 21,696.22
32 03-22-1999 3,417.20 552.54 2,864.66 162,898.36 22,248.76
33 04-22-1999 3,417.20 542.99 2,874.21 160,024.15 22,791.75
34 05-22-1999 3,417.20 533.41 2,883.79 157,140.36 23,325.16
35 06-22-1999 3,417.20 523.80 2,893.40 154,246.96 23,848.96
36 07-22-1999 3,417.20 514.16 2,903.04 151,343.92 24,363.12
37 08-22-1999 3,417.20 504.48 2,912.72 148,431.20 24,867.60
38 09-22-1999 3,417.20 494.77 2,922.43 145,508.77 25,362.37
Just a reminder, if you use this program, you should purchase it.
39 10-22-1999 3,417.20 485.03 2,932.17 142,576.60 25,847.40
40 11-22-1999 3,417.20 475.26 2,941.94 139,634.66 26,322.66
41 12-22-1999 3,417.20 465.45 2,951.75 136,682.91 26,788.11
- --------------------------------------------------------------------------------
12-31-1999 FYE Total 6,225.50 34,780.90 136,682.91
- --------------------------------------------------------------------------------
42 01-22-2000 3,417.20 455.61 2,961.59 133,721.32 27,243.72
43 02-22-2000 3,417.20 445.74 2,971.46 130,749.86 27,689.46
44 03-22-2000 3,417.20 435.83 2,981.37 127,768.49 28,125.29
45 04-22-2000 3,417.20 425.89 2,991.31 124,777.18 28,551.18
46 05-22-2000 3,417.20 415.92 3,001.28 121,775.90 28,967.10
47 06-22-2000 3,417.20 405.92 3,011.28 118,764.62 29,373.02
48 07-22-2000 3,417.20 395.88 3,021.32 115,743.30 29,768.90
49 08-22-2000 3,417.20 385.81 3,031.39 112,711.91 30,154.71
50 09-22-2000 3,417.20 375.71 3,041.49 109,670.42 30,530.42
51 10-22-2000 3,417.20 365.57 3,051.63 106,618.79 30,895.99
52 11-22-2000 3,417.20 355.40 3,061.80 103,556.99 31,251.39
53 12-22-2000 3,417.20 345.19 3,072.01 100,484.98 31,596.58
- --------------------------------------------------------------------------------
12-31-2000 FYE Total 4,808.47 36,197.93 100,484.98
- --------------------------------------------------------------------------------
54 01-22-2001 3,417.20 334.95 3,082.25 97,402.73 31,931.53
55 02-22-2001 3,417.20 324.68 3,092.52 94,310.21 32,256.21
56 03-22-2001 3,417.20 314.37 3,102.83 91,207.38 32,570.58
57 04-22-2001 3,417.20 304.02 3,113.18 88,094.20 32,874.60
<PAGE>
Page no. 3
Pmt. Date Total Interest Principal Balance Cumulative
No. Due Payment Payment Payment Remaining Interest
58 05-22-2001 3,417.20 293.65 3,123.55 84,970.65 33,168.25
59 06-22-2001 3,417.20 283.24 3,133.96 81,836.69 33,451.49
60 07-22-2001 3,417.20 272.79 3,144.41 78,692.28 33,724.28
61 08-22-2001 3,417.20 262.31 3,154.89 75,537.39 33,986.59
62 09-22-2001 3,417.20 251.79 3,165.41 72,371.98 34,238.38
63 10-22-2001 3,417.20 241.24 3,175.96 69,196.02 34,479.62
64 11-22-2001 3,417.20 230.65 3,186.55 66,009.47 34,710.27
65 12-22-2001 3,417.20 220.03 3,197.17 62,812.30 34,930.30
- --------------------------------------------------------------------------------
12-31-2001 FYE Total 3,333.72 37,672.68 62,812.30
- --------------------------------------------------------------------------------
66 01-22-2002 3,417.20 209.37 3,207.83 59,604.47 35,139.67
67 02-22-2002 3,417.20 198.68 3,218.52 56,385.95 35,338.35
68 03-22-2002 3,417.20 187.95 3,229.25 53,156.70 35,526.30
69 04-22-2002 3,417.20 177.19 3,240.01 49,916.69 35,703.49
70 05-22-2002 3,417.20 166.39 3,250.81 46,665.88 35,869.88
Just a reminder, if you use this program, you should purchase it.
71 06-22-2002 3,417.20 155.55 3,261.65 43,404.23 36,025.43
72 07-22-2002 3,417.20 144.68 3,272.52 40,131.71 36,170.11
73 08-22-2002 3,417.20 133.77 3,283.43 36,848.28 36,303.88
74 09-22-2002 3,417.20 122.83 3,294.37 33,553.91 36,426.71
75 10-22-2002 3,417.20 111.85 3,305.35 30,248.56 36,538.56
76 11-22-2002 3,417.20 100.83 3,316.37 26,932.19 36,639.39
77 12-22-2002 3,417.20 89.77 3,327.43 23,604.76 36,729.16
- --------------------------------------------------------------------------------
12-31-2002 FYE Total 1,798.86 39,207.54 23,604.76
- --------------------------------------------------------------------------------
78 01-22-2003 3,417.20 78.68 3,338.52 20,266.24 36,807.84
79 02-22-2003 3,417.20 67.55 3,349.65 16,916.59 36,875.39
80 03-22-2003 3,417.20 56.39 3,360.81 13,555.78 36,931.78
81 04-22-2003 3,417.20 45.19 3,372.01 10,183.77 36,976.97
82 05-22-2003 3,417.20 33.95 3,383.25 6,800.52 37,010.92
83 06-22-2003 3,417.20 22.67 3,394.53 3,405.99 37,033.59
84 07-22-2003 3,417.34 11.35 3,405.99 0.00 37,044.94
- --------------------------------------------------------------------------------
12-31-2003 FYE Total 315.78 23,604.76 0.00
- --------------------------------------------------------------------------------
<PAGE>
PROMISSORY NOTE
$720,000.00 Baxley, Georgia
April 5, 1996
FOR VALUE RECEIVED, the undersigned, DEVELOPMENT AUTHORITY OF APPLING
COUNTY, a body politic created by statutory authority contained in provisions of
an Act of the Georgia General Assembly (Ga.Laws, 1969, p.137, et.seq., as
amended) ("Maker"), hereby promises to pay to the order of SOUTHTRUST BANK OF
FLORIDA, N.A. ("Lender"), a national banking association, at the office of the
Lender at 1301 Riverplace Boulevard, Jacksonville, Florida 32207 or such other
place as the holder may designate in writing, the sum of Seven Hundred Twenty
Thousand and NO/l00 Dollars ($720,000.00) or such lesser amount as may be
outstanding from time to time, with interest thereon at the rates provided
hereinafter and with payments of principal and interest as specified below.
Interest on this Note shall be computed on the basis of a 360-day year for
the actual number of days elapsed in an interest period (actual/360
computation). From the date hereof until the fifth anniversary of this Note,
interest shall accrue at eight and one-quarter percent (8.25%) per annum. On the
fifth and tenth anniversaries of this Note ("Adjustment Dates") the interest
rate shall be adjusted to equal the rate borne on such Adjustment Date by U.S.
Treasury Bills with five year maturities, plus 2.8% per annum, and shall be
fixed at such rate until the next Adjustment Date or the maturity of this Note.
During the term of this Note, Maker shall make regular monthly payments of
principal and accrued interest, applied first to interest then to principal, in
the amount of $6,134.87 beginning on May 20, 1996 and continuing on the same day
each month until maturity; provided that if the interest rate is changed on any
Adjustment Date, Lender may recalculate the remaining regular monthly payments
so as to amortize the remaining principal balance plus accrued interest at the
adjusted rate, in equal payments over a period equal to twenty years minus the
already expired term of the Note. The entire principal balance of this Note, and
all accrued interest shall be due and payable in full on the fifteenth
anniversary of this Note.
This Note may be prepaid in whole or in part without penalty at any time.
Any partial prepayment shall be applied first against accrued but unpaid
interest and then against principal.
After maturity, whether normal maturity or upon acceleration, the unpaid
principal balance of this Note and, to the extent permitted by law, any accrued
but unpaid interest thereon, shall accrue interest until paid in full at the
highest rate permitted by law. Nothing contained herein shall entitle the holder
of this Note to demand or collect interest or charges in the nature of interest
in excess of that permitted by law and if any such excess is collected, it shall
he promptly paid to the Maker together with interest thereon at the highest
lawful rate in effect at the time of such overcharge.
EXHIBIT D
PAGE 1 OF 8
<PAGE>
This Note is secured by and entitled to the benefit of a Loan Agreement of
even date herewith executed and delivered by Maker to Lender and encumbering
certain property as described therein. This Note is also entitled to the
benefits of a Deed to Secure Debt (the "Security Deed") and of other collateral
instruments executed and delivered this date by Maker to Lender.
If default be made in the payment of any amounts required to be paid under
this Note or if there exists any event of default under the Loan Agreement or
Security Deed, then the holder hereof may, at its option, declare the entire
principal balance and accrued interest to be immediately due and payable without
notice, time being of the essence.
The Maker and all endorsers and guarantors of this Note, now or hereafter
becoming liable hereon, waive demand, presentment, protest and notice of protest
and dishonor and all other notices or requirements which might otherwise be
necessary to bind them.
If the Maker defaults under this Note, it shall be obligated to pay all
costs, including reasonable attorneys' fees, incurred by the holder in pursuing
its remedies hereunder and under any instrument securing this Note, including
costs and fees on appeal and in insolvency proceedings.
This Note shall be governed by the laws of Georgia.
MAKER AND PAYEE HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE
RIGHT EITHER MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION BASED
HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE AND ANY
AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF
CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF
EITHER PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR PAYEE TO MAKE THE LOAN
EVIDENCED BY THIS NOTE.
DEVELOPMENT AUTHORITY OF
APPLING COUNTY
By: /s/ Mike Cleland
--------------------------------------
Mike Cleland
--------------------------------------
Print Name
Its Chairman
----------------------------------
Attest: /s/ H. Hollis Crummey, Sec-Treas.
----------------------------------
H. Hollis Crummey, Sec.
-2-
<PAGE>
UNCONDITIONAL GUARANTY OF PAYMENT AND PERFORMANCE
This Guaranty is made as of the 5th day of April, 1996, by Waste
Technology Corp., Consolidated Baling Machine Company, Inc. and International
Press & Shear Corp. ("Guarantor"):
WITNESSETH:
1. Guaranty.
IN CONSIDERATION of the sum of $10.00 cash in hand paid, and other
valuable consideration, as well as for the purpose of seeking to induce
SouthTrust Bank of Florida, N.A. ("Lender") to extend credit in the amount of
approximately $720,000 to Development Authority of Appling County ("Principal"),
pursuant to a promissory note (the "Note") of even date herewith, Guarantor does
hereby unconditionally and irrevocably, jointly and severally, if more than one,
guarantee to Lender and to its endorsees, transferees, successors, or assigns of
either this Guaranty or any of the obligations secured hereunder, or both, the
prompt payment of all obligations of the Principal owed to Lender pursuant to
the Note and the Deed to Secure Debt of even date herewith securing the Note
(collectively, the "Obligation"), and does hereby agree that if the Obligation
is not paid by the Principal in accordance with its terms, the Guarantor will
immediately make such payments upon written demand by Lender.
2. Nature of Guaranty. This is a continuing, unconditional and irrevocable
guaranty of payment, not of collection, which may be enforced one or more times.
No revocation or attempted revocation of this Guaranty shall affect any
Obligation then outstanding or any future Obligations arising from advances or
other extensions of credit for which Lender is then committed, or from advance
to protect or preserve any collateral for the Obligation or to otherwise protect
the interests of Lender, including any advances for taxes or insurance or to pay
off or cure defaults under any senior mortgages or Security interests
encumbering any such collateral.
3. Obligations Guaranteed. The obligations of this Guaranty include all of
Principal's obligations under the Obligation and any renewals or extensions, in
whole or in part, together with all damages, losses, costs, interest, charges,
expenses, including attorneys' fees, and liabilities of every kind, nature and
description suffered or incurred by Lender arising in any manner out of, or in
any way connected with or growing out of the Obligation, including any
indemnification obligations and any obligations to repay advances made by Lender
after default.
4. Consent. Guarantor hereby consents and agrees that Lender may at any
time, either with or without consideration, surrender any property or other
security of any kind or nature whatsoever held by Lender or for its account
securing any indebtedness or liability covered by this Guaranty or substitute
other collateral or compromise, extend or modify the terms of the Obligation,
all without notice to or further consent from the Guarantor, and any such action
shall not in any way affect the liability of the Guarantor hereunder; provided
<PAGE>
however, that if Lender increases the interest rate or otherwise modifies the
terms of the Obligation in any way that materially and adversely affects the
liability of Guarantor, Lender shall obtain the prior written consent of
Guarantor to such change.
5. Right to Proceed Directly. In any event, Lender shall have the right to
proceed first against Guarantor without first proceeding against the Principal
or any property securing payment of the Obligation, or any other guarantor or
endorser of the Obligation.
6. Waivers.
(a) Guarantor hereby waives and agrees not to assert or take
advantage of (i) any right to require Lender to proceed against security held by
it at any time or to pursue any other remedy in its power before proceeding
against the Guarantor; (ii) any defense that may arise by reason of the
incapacity, lack of authority, death or disability of, or revocation by
Principal or Guarantor; (iii) demand, protest, notice of protest, notice of
dishonor, and notice of any kind including, without limitation, notice of
acceptance of this Guaranty, notice of default, notice of the existence,
creation or incurring of any new or additional indebtedness or obligation or of
any action or non-action on the part of any other person whomsoever, in
connection with the Obligation; (iv) any defense based upon any election of
remedies by Lender; (v) any election to proceed by nonjudicial rather than
judicial foreclosure; (vi) any duty on the part of Lender to disclose to the
undersigned any facts it may now or hereafter know about Principal; (viii) any
defense based upon failure (including negligent failure) of the Lender to
perfect or preserve its rights or priorities in collateral or to exercise
diligence or commercial reasonableness in the repossession, preservation or
disposition of collateral, including failure to conform to the requirements of
Section 9-504 of the Uniform Commercial Code; and (vii) the unenforceability
(because of bankruptcy or for any other reason) of the obligations guaranteed
hereby.
(b) Guarantor hereby agrees that Lender may grant extensions of time
or other indulgences or waivers in respect of the Obligation without notice to
any Guarantor and without affecting the liability of any Guarantor under this
Guaranty in any respect.
(c) Guarantor agrees that any inspections of property which is
collateral shall be for the sole benefit of the Lender and Lender's failure to
make such inspections or failure to find or require correction of any defects
shall not affect Guarantor's obligations.
7. Representations and Warranties. Guarantor represents and warrants to
Lender that (a) the financial statements of Guarantor, if any, furnished to
Lender are true and correct and that there have been no material adverse changes
in the financial condition of Guarantor since the date of such statements; (b)
the loan by the Lender to the Principal confers direct and equivalent benefits
on Guarantor; (c) Guarantor is neither insolvent nor will be rendered insolvent
by the execution of this Guaranty; (d) except as disclosed in writing to Lender,
there is no litigation, claim or proceeding pending or threatened against
Guarantor which, if determined adversely, would have a material adverse effect
on the financial condition of
-2-
<PAGE>
Guarantor; (e) Guarantor has full right and authority to execute and deliver
this Guaranty, and this Guaranty is a valid and enforceable obligation of
Guarantor; and (f) this Guaranty is not made or incurred with the intent to
hinder, delay or defraud any present or future creditors of Guarantor, does not
leave Guarantor with an unreasonably small capital with which to conduct
Guarantor's business, and is not entered into with the intent to incur or with
the belief that Guarantor will incur debts beyond Guarantor's ability to pay.
8. Attorneys' Fees. If this Guaranty is placed in the hands of an
attorney-at-law for enforcement, Guarantor hereby agrees to pay the costs
thereof, including Lender's reasonable attorneys' fees for such enforcement,
whether or not suit be brought and whether at trial or on appeal or in
insolvency proceedings.
9. Benefit. The Guarantor agrees that this Guaranty shall inure to the
benefit of and may be enforced by Lender, or its endorsees, transferees,
successors and assigns, and shall be binding upon and enforceable against each
Guarantor and Guarantor's legal representatives, heirs, successors and/or
assigns. Neither the death nor incompetency of Guarantor shall discharge or
diminish the Guaranty.
10. Reinstatement. If at any time before or after termination of this
Guaranty, the Lender is required to pay or deliver back to the Principal,
Guarantor or any other person (including any trustee, debtor-in-possession,
receiver or other person on behalf of the Principal or any Guarantor or their
estates), any payment or property received, this Guaranty shall continue or be
reinstated as to such payment or property.
11. Governing Law. This Guaranty shall be governed by the laws of Florida.
12. Venue and Jurisdiction. Any suit, action or proceeding against
Guarantor may be brought in the courts of the State of Florida or in the U.S.
District Court for the Middle District of Florida as the Lender (in its sole
discretion) may elect, and Guarantor hereby accepts the nonexclusive
jurisdiction of those courts for the purpose of any suit, action or proceeding.
In addition, Guarantor hereby irrevocably waives, to the fullest extent
permitted by law, any objection which Guarantor may now or hereafter have to the
laying of venue of any suit, action or proceeding arising out of or relating to
this Guaranty or any judgment entered by any court in respect of any part
thereof brought in the State of Florida, and hereby further irrevocably waives
any claim that any suit, action or proceeding brought in the State of Florida
has been brought in an inconvenient forum.
13. Severability. If any provision of this Agreement shall be held to be
invalid or unenforceable, the validity and enforceability of the other terms
herein shall not be affected and this agreement shall be construed and enforced
as if such invalid or unenforceable terms had not been included.
14. Financial Statements. Guarantor agrees to provide to the Lender (a) on
or before 90 days after the end of each fiscal year of the Guarantor, current
financial statements and
-3-
<PAGE>
(b) on request, copies of federal income tax returns and such other financial
information as the Lender may require. Guarantor shall provide signed personal
financial statements in such form and at such times as Lender may require.
Guarantor shall give immediate written notice to Lender of any adverse change in
Guarantor's condition, financial or otherwise.
15. Preservation of Entity, Assets. Guarantor agrees not to (a) liquidate
or dissolve or permit liquidation or dissolution, (b) merge or consolidate with
any person, (c) sell, lease or otherwise dispose of all or a substantial portion
of its assets, or (d) pay or declare any dividend or make any distribution to
any person if, after giving effect thereto, the net worth of Guarantor would be
less than that existing on the date hereof. Guarantor shall not transfer or
dispose of substantial assets except in the ordinary course of business and for
full, fair and equivalent consideration paid to Guarantor.
16. Notices. Notices required or permitted hereunder shall be sent to the
parties at the addresses set forth beneath their signatures or to such other
addresses as the parties may designate in writing to each other from time to
time. Notices shall be deemed to be delivered when delivered by hand or courier,
when sent by telex, or when placed in the United States mail, properly addressed
and with sufficient postage.
17. Multiple Parties. If there is more than one Principal or Guarantor,
references herein to "Principal" or "Guarantor" shall include each and all such
parties, and all obligations and representations herein shall be jointly and
severally made by each of such parties.
18. Enforcement. Suit may be brought against Guarantor hereunder one or
more times. Judgment may be had for the liability of Guarantor existing at the
time of judgment without prejudice to the right of the Lender to demand and
receive from Guarantor payment of any additional amounts for which Guarantor may
thereafter become liable, including, without limitation, any additional amounts
arising because of accrued interest on the Obligation or additional advances or
extensions of credit to Principal. If because of reductions in the outstanding
Obligation after the date of payment by Guarantor hereunder, the aggregate
liability as finally determined of Guarantor is reduced below the amount of such
payment, the Lender shall promptly refund such excess to Guarantor. Uncertainty
as to the final liability of Guarantor shall not be a defense to or ground for
delay of any action hereunder or delay in execution of any judgment obtained
with respect hereto.
19. Additional Guaranty. Unless otherwise specifically provided herein,
this Guaranty shall be in addition to and not in replacement of any other
guaranties by Guarantor to the Lender, all of which other guaranties are hereby
ratified and confirmed as now existing, without diminution.
20. Term. This Agreement shall remain in full force and effect until the
entire Obligation is satisfied, there exists no further obligation on the part
of Lender to extend credit to the Principal and the Obligation has been formally
terminated. Any obligations of the Principal guaranteed hereby which survive
payment, satisfaction or termination of the Note or
-4-
<PAGE>
other documents constituting the Obligation shall continue to be guaranteed
hereby notwithstanding the satisfaction or release of this Agreement.
21. Waiver of Jury Trial. GUARANTOR AND LENDER HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER OF THEM MAY HAVE TO A TRIAL
BY JURY IN RESPECT OF ANY LITIGATION BASED UPON THIS AGREEMENT OR ARISING OUT
OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT AND ANY AGREEMENT CONTEMPLATED TO
BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF
DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY. THIS
PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THIS AGREEMENT.
IN WITNESS WHEREOF, the Guarantor has executed this Agreement as of the
date set forth above.
Signed, sealed and delivered
in the presence of: WASTE TECHNOLOGY CORP.
/s/ J. Alexander Johnson By: /s/ Ted C. Flood
- ---------------------------- ---------------------------------
J. Alexander Johnson Ted C. Flood
- ---------------------------- ---------------------------------
Print Name Print Name
Its CEO
------------------------------
[NOTARY SEAL]
/s/ Jane Coleman
- ----------------------------
Jane Coleman
- ----------------------------
Print Name
CONSOLIDATED BALING MACHINE
COMPANY, INC.
/s/ J. Alexander Johnson By: /s/ Ted C. Flood
- ---------------------------- ---------------------------------
J. Alexander Johnson Ted C. Flood
- ---------------------------- ---------------------------------
Print Name Print Name
Its CEO
------------------------------
[NOTARY SEAL]
/s/ Jane Coleman
- ----------------------------
Jane Coleman
- ----------------------------
Print Name
(Signatures Continued)
-5-
<PAGE>
INTERNATIONAL PRESS & SHEAR CORP.
/s/ J. Alexander Johnson By: /s/ Sidney Wildes
- ---------------------------- ---------------------------------
J. Alexander Johnson Sidney Wildes
- ---------------------------- ---------------------------------
Print Name Print Name
Its CEO
------------------------------
/s/ Jane Coleman
- ----------------------------
Jane Coleman
- ----------------------------
Print Name
[NOTARY SEAL]
Accepted:
SOUTHTRUST BANK OF FLORIDA, N.A.
By /s/ Richard {ILLEGIBLE]
-------------------------------
Its SV.P. President
------------------------------
-6-
<PAGE>
BORROWER
AMERISOUTH RECYCLING OF ALABAMA, INC
SUNTRUST COMMERCIAL
FIXED RATE
PROMISSORY
NOTE
SunTrust Bank, Southeast Georgia, NA
Post Office Box 1477
Brunswick, GA 31521-1477
(912) 265-0260 "LENDER" ADDRESS
2968-C ASK-KAY DRIVE
SMYRNA, GA 30080
TELEPHONE NO. IDENTIFICATION NO.
(770) 436-9994 58-2274467
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
OFFICER INTEREST PRINCIPAL FUNDING MATURITY CUSTOMER LOAN
IDENTIFICATION RATE AMOUNT DATE DATE NUMBER NUMBER
<S> <C> <C> <C> <C> <C> <C>
25 /s/ JJ 25 /s/ JJ
307 12T 9.750% $116,345.00 09/04/98 09/04/03
- -------------------------------------------------------------------------------------------------
</TABLE>
Purpose: PURCHASE EQUIPMENT
PROMISE TO PAY: For value received. Borrower promises to pay to the order of
Lender the principal amount of One Hundred Sixteen Thousand Three Hundred Forty
Five and no/100 Dollars ($ 116,345.00) plus interest on the unpaid principal
balance at the rate and in the manner described below, until all amounts owing
under this Note are paid in full. All amounts received by Lender shall be
applied first to late charges and expenses, accrued unpaid interest, then to
unpaid principal, or in any other order as determined by Lender, in Lender's
sole discretion, as permitted by law.
INTEREST RATE: Interest shall be computed on the basis of the actual number of
days over 360 days per year. Interest on this Note shall be calculated and
payable at the fixed rate of 9.750% per annum.
DEFAULT RATE: If there is an Event of Default under this Note, the Lender may,
in its discretion, increase the interest rate on this Note to: 4% per annum
above interest rate accruing at maturity or at acceleration or the maximum
interest rate Lender is permitted to charge by law, whichever is less.
PAYMENT SCHEDULE: Borrower shall pay the principal and interest according to the
following schedule:
25 /s/ JJ
59 payments of $2,465.58 beginning October 04, 1998 arid continuing at monthly
time intervals thereafter. A final payment of the unpaid principal balance plus
accrued interest is due and payable on September 04, 2003.
25 /s/ JJ
PREPAYMENT: This Note may be prepaid in pan or in full on or before its maturity
date. If this Note contains more than one installment, any partial prepayment
will not affect the due date or the amount of any subsequent installment, unless
agreed to, in writing, by Borrower and Lender. If this Note is prepaid in full,
there will be: /x/ No minimum finance charge or prepayment penalty. / / A
minimum finance charge of $ __________ / / A prepayment penalty of:
LATE CHARGE: If a payment is received more than 15 days late, Borrower will be
charged a late charge of: / /_____________ % of the unpaid portion of the
payment; /x/ $50.00 or 5.00% of the unpaid portion of the payment, whichever is
/ / greater /x/ less.
COLLATERAL: To secure the payment and performance of obligations incurred under
this Note, Borrower grants Lender a security interest in all of Borrower's
right, title, and interest in all monies, instruments, savings, checking and
other accounts of Borrower (excluding IRA, Keogh and other accounts subject to
tax penalties if so assigned) that are now or in the future in Lender's custody
or control. /x/ If checked, the obligations under this Note are also secured by
the collateral described in any security instruments executed in connection with
this Note, and any collateral described in any other security instruments
securing this Note or all of Borrower's obligations to Lender.
RENEWAL: / / If checked, this Note is a renewal, but not a satisfaction, of Loan
Number ______________.
- --------------------------------------------------------------------------------
THE PERSONS SIGNING BELOW ACKNOWLEDGE THAT THEY HAVE READ, UNDERSTAND, AND AGREE
TO THE PROVISIONS OF THIS NOTE, INCLUDING THE TERMS AND CONDITIONS ON THE
REVERSE SIDE, AND FURTHER ACKNOWLEDGE RECEIPT OF AN EXACT COPY OF THIS NOTE.
Dated: September 04, 1998
BORROWER: AMERISOUTH RECYCLING BORROWER: AMERISOUTH RECYCLING
OF ALABAMA, INC OF ALABAMA, INC
By: /s/ EDWARD A COLLIER By: /s/ H. Lee Roper
------------------------ --------------------
EDWARD A COLLIER, JR H. Lee Roper
PRESIDENT SECRETARY
EXHIBIT E
PAGE 1 OF 3
<PAGE>
----------
SCHEDULE A
----------
PROPERTY TO BE INSURED/COVERAGE
Titled Vehicles:
Type of Coverage:
Amount of Coverage:
Maximum Deductible:
Basis of Coverage:
Policy Endorsements:
UCC Collateral: MODEL AT-980-HS-100 AUTO-TIE BALER S/N 3019
MANUFACTURED BY INTERNATIONAL PRESS & SHEAR CORPORATION
Type of Coverage: ALL RISKS
Amount of Coverage: 116,245.00
Maximum Deductible:
Basis of Coverage:
Policy Endorsements: SunTrust Bank as Loss Payee
Mobile Home:
Type of Coverage:
Amount of Coverage:
Maximum Deductible:
Basis of Coverage:
Policy Endorsements:
Boat:
Motor:
Trailer:
Type of Coverage:
Amount of Coverage:
Maximum Deductible:
Basis of Coverage:
Policy Endorsements:
Aircraft:
Type of Coverage:
Amount of Coverage:
Maximum Deductible:
Basis of Coverage:
Policy Endorsements:
Aircraft Avionics:
<PAGE>
GUARANTY OF PAYMENT
For the sum of $10.00 and for value received, the undersigned hereby
unconditionally guarantees the payment of that certain Promissory Note dated
September 25, 1998 evidencing a loan in the amount of $116,345.00 by SunTrust
Bank, Southeast Georgia, NA to AmeriSouth Recycling of Alabama, Inc., and all
extensions or renewals thereof, and all expenses, including reasonable
attorney's fees, incurred in the collection thereof, the enforcement of rights
under any security therefor and the enforcement hereof, and waive presentment,
demand, notice of dishonor, protest and all other notices whatever, and agree
that the holder of said Note may from time to time extend or renew said Note for
any period (whether or not longer than the original period of said Note), and
may grant any compromises or indulgences with respect to said Note or any
extension or renewal thereof or any security therefor or to any party liable
thereunder or hereunder (including but not limited to failure or refusal to
exercise one or more of the rights or remedies provided by said Note), without
affecting the liability of the undersigned hereunder, provided that the
undersigned is given at least five business days written notice in advance of
any such action; and the undersigned may be sued by the holder hereof with or
without first or contemporaneously suing each other persons, or otherwise
seeking or proceeding to collect from them.
Given under the hand and seal of the undersigned, this 25th day of
September, 1998.
/s/ Sidney Wildes
---------------------------(L.S.)
Sidney Wildes
<PAGE>
Dec 03, 1999 11:30 AM International Press & Shear, Inc. Page 1
ACCOUNTS PAYABLE SUMMARY AGED TRIAL BALANCE
As of 12/03/99 - Aged by Invoice Date
<TABLE>
<CAPTION>
- -----------VENDOR-------------------------- --------------AGED INVOICE AMOUNT OUTSTANDING------------- VALID
NAME NUMBER CURRENT 30 DAYS 60 DAYS 90+ DAYS DISCOUNTS AMOUNT DUE
<S> <C> <C> <C> <C> <C> <C> <C>
ABC FIRE EQUIPMENT COMPANY 6000426 456.78 .00 .00 .00 .00 456.78
ASF FREIGHT SYSTEM INC. 6000372 571.16 107.36 .00 .00 .00 678.52
ACE ELECTRIC SUPPLY CO 6000023 2,805.75 10,832,20 3,801.36 22,876.29 .00 40,315.60
ACE HARDWARE 6000024 .00 177.58 286.32 73.23 .00 537.13
AIR DRO CYLINDERS INC 6000009 11,820.00 8,859.58 16,195.75 18,403.66 .00 55,278.99
ALLTEL MOBILE 6000055 .00 176,79 .00 .00 .00 176.79
ALTAMAHA OIL COMPANY INC 6000056 261.55 470.63 .00 .00 .00 732.18
AMERICAN INDUSTRIAL 6000570 202.50 .00 .00 .00 .00 202.50
AMERICAN SHEAR KNIFE DIVISION 6000571 .00 .00 .00 4,950.00 .00 4,950.00
APPLING AUTO PARTS 6000051 .00 19.87 165.00 244.20 .00 429.07
APPLING CO TAX COMMISSIONER 6000080 .00 4,020.60 .00 .00 .00 4,020.60
APPLING COUNTY HIGH SCHOOL 6000621 30.00 .00 .00 .00 .00 30.00
APPLING HEALTHCARE SYSTEM 6000025 .00 .00 30.00 265.50 .00 295.50
ASHLAND CHEMICAL CO. 6000599 .00 .00 495.00 .00 .00 495.00
AT&T - (9001309) 6000805 2,690.14 .00 .00 .00 .00 2,690.14
AT&T - (9001310) 6000789 151.65 .00 .00 .00 .00 151.65
ATLANTA BALING COMPANY 6000764 .00 .00 .00 30,750.00 .00 30,750.00
ATLANTA GAS LIGHT COMPANY 6000625 .00 205.97 .00 .00 .00 205.97
ATLANTA LABEL CORP 6000346 .00 .00 .00 645.85 .00 645.85
B & B INDUSTRIAL SALES, INC. 6000748 173.78 113.48 .00 .00 .00 287.26
B-RIGHT TRUCKING COMPANY 6000777 .00 1,785.00 5,318.00 .00 .00 7,103.00
B-SQUARE RECYCLING AND RECOVER 6000360 6.00 .00 56.00 .00 .00 62.00
BALDOR ELECTRIC COMPANY 6000057 .00 3,379.21 3,920.52 9,799.95 .00 17,099.63
BELL SOUTH 6000356 1,228.72 1,363.77 .00 .00 .00 2,592.49
BELL SOUTH NOBILITY 6000727 53.66 .00 .00 .00 .00 53.66
BOB'S WHOLESALE SUPPLY, INC 6000028 .00 613.14 .00 .00 .00 613.14
BOYKIN ERECTORS, INC 6000070 .00 .00 .00 2,190.00 .00 2,190.00
</TABLE>
EXHIBIT F
<PAGE>
Dec 03, 1999 Page 2
ACCOUNTS PAYABLE SUMMARY AGED TRIAL BALANCE
As of 12/03/99 - Aged by Invoice Date
<TABLE>
<CAPTION>
- -----------VENDOR-------------------------- --------------AGED INVOICE AMOUNT OUTSTANDING------------- VALID
NAME NUMBER CURRENT 30 DAYS 60 DAYS 90+ DAYS DISCOUNTS AMOUNT DUE
<S> <C> <C> <C> <C> <C> <C> <C>
BSE RECYCLING WORKS, CORP. 6000919 .00 .00 .00 213.75 .00 213.75
C & C RECYCLING EQUIPMENT, INC 6000674 252.28CR 1,600.00 1,425.00 1,500.00 .00 4,272.72
CELLULAR ONE 6000786 27.89 .00 .00 .00 .00 27.89
CENTURY MARKETING 6000921 483.04 .00 .00 .00 .00 483.04
CHAMBER OF COMMERCE 6000656 305.00 .00 .00 .00 .00 305.00
CHATHAM STEEL 6000007 .00 .00 .00 5,018,58 .00 5,018.58
CITICORP DEALER LEASE, INC. 6000850 .00 508.61 .00 .00 .00 508.61
CITY OF BAXLEY 6000586 129.24 .00 .00 .00 .00 129.24
CITY OF BAXLEY TAX DEPARTMENT 6000766 .00 3,078.54 .00 .00 .00 3,078.54
CITY OF CORDELE 6000545 .00 48.09 .00 .00 .00 48.09
COLLINS COMPANY 6000488 .00 .00 .00 4,250.00 .00 4,250.00
COLUMBUS McKINNON CORPORATION 6000101 .00 .00 1,562.40 .00 .00 1,562.40
COMMERCIAL PLASTICS & SUPPLY 6000738 .00 437.50 .00 500.62 .00 938.12
CONSOLIDATED FREIGHTWAYS 6000902 .00 121.96 .00 46.00 .00 167.96
CRISP COUNTY TAX COMMISSIONER 6000759 .00 122.32 .00 .00 .00 122.32
CROSS 6000351 .00 .00 .00 57.00 .00 57.00
CUSTOM SEAL COMPANY 6000463 .00 103.08 62.85 264.35 .00 430.28
D.R.C., INCORPORATED 6000903 .00 3,137.24 .00 .00 .00 3,137.24
DONNIE LEWIS TIRE & BLAKE 6000654 .00 147.05 .00 40.09 .00 187.14
DYNAMIC COMPUTER SYSTEMS 6000085 .00 341.34 .00 .00 .00 341.34
EFECTOR, INC. 6000893 .00 2,800.21 .00 1,848.48 .00 4,648.69
FEDEX 6000059 45.00 .00 .00 .00 .00 45.00
FERRO UNION SOUTHEAST, INC. 6000915 3,260.62 2,224.90 .00 .00 .00 5,485.52
FLUID POWER COMPONETS 6000052 38.40 3,502.56 3,112.99 2,938.02 .00 9,591.97
FULGHUM DRUGS 6000567 .00 14.41 .00 .00 .00 14.41
GEORGIA POWER 6000032 2,009.27 .00 .00 .00 .00 2,009.27
H.K.L. CONSTRUCTORS 6000802 .00 10,803.75 .00 .00 .00 10,803.75
HANSON, RANDY 6000775 .00 66.40 .00 .00 .00 66.40
</TABLE>
<PAGE>
Dec 03, 1999 Page 3
ACCOUNTS PAYABLE SUMMARY AGED TRIAL BALANCE
As of 12/03/99 - Aged by Invoice Date
<TABLE>
<CAPTION>
- -----------VENDOR-------------------------- --------------AGED INVOICE AMOUNT OUTSTANDING------------- VALID
NAME NUMBER CURRENT 30 DAYS 60 DAYS 90+ DAYS DISCOUNTS AMOUNT DUE
<S> <C> <C> <C> <C> <C> <C> <C>
HEAVEN'S LIGHT 6000906 .00 21.49 .00 .00 .00 21.49
HITACHI MAXCO, LTD. 6000739 54.12 599.18 .00 .00 .00 653.30
HOLIDAY INN EXPRESS 6000720 57.72 .00 586.08 .00 .00 643.80
HOLOX LTD, BAXLEY 6000034 312.70 2,455.90 7,421.18 1,522.51 .00 11,712.29
HUE CITY 6000910 .00 .00 165.93 .00 .00 165.93
HUGH D. JAEGER, P.A. 6000667 .00 .00 275.61 .00 .00 275.61
IKON OFFICE SOLUTIONS 6000542 .00 40.78 .00 .00 .00 40.78
IOS CAPITAL 6000574 290.49 290.49 .00 .00 .00 580.98
J K MILES CONSTRUCTION INC 6000102 .00 175.00 .00 .00 .00 175.00
J.H. HARVEYS # 28 6000431 183.27 310.41 8.76 .00 .00 502.44
JLJ CONSULTING 6000895 902.40 95.02 .00 .00 .00 997.42
KENNICKELL PRINTING COMPANY 6000711 .00 .00 428.73 .00 .00 428.73
L&P FINANCIAL SERVICES 6000361 .00 17,760.00 .00 .00 .00 17,760.00
L.H. BASS & SONS ELECT. CO. 6000550 .00 .00 835.00 .00 .00 835.00
LHA PRODUCTS 6000740 .00 293.29 972.42 2,545.59 .00 3,811.30
MACON SUPPLY 6000435 50.69 2,536.24 .00 .00 .00 2,586.93
KAGNALOY COUPLING 6000635 82.38 134.53 148.09 .00 .00 365.00
MARMON/KEYSTONE CORP 6000447 .00 940.47 .00 .00 .00 940.47
MORRIS MACHINE & WELDING 6000065 .00 .00 18.70 .00 .00 18.70
O'NEAL STEEL INC 6000066 .00 24,159.42 16,175.98 33,714.97 .00 74,050.37
RAPID FREIGHT RECOVERY, INC. ONETIME .00 .00 32.31 .00 .00 32.31
SEBRIGHT WEST, INC ONETIME .00 .00 135.00 .00 .00 135.00
ORTON 6000125 .00 12,049.00 895.20 20,000.00 .00 32,944.20
PITNEYWORKS 6000840 43.41 .00 .00 .00 .00 43.41
POBLETE & POBLETE, KD, PC 6000035 .00 .00 80.00 .00 .00 80.00
PRECISION PRODUCTS INC 6000104 450.50 3,406.00 1,750.00 2,161.20 .00 7,767.70
PUMPING SYSTEMS INC 6000350 .00 409.70 290.85 .00 .00 700.55
QUALITY MACHINE COMPANY, INC. 6000828 .00 .00 .00 148.22 .00 148.22
</TABLE>
<PAGE>
Dec 03, 1999 Page 4
ACCOUNTS PAYABLE SUMMARY AGED TRIAL BALANCE
As of 12/03/99 - Aged by Invoice Date
<TABLE>
<CAPTION>
- -----------VENDOR-------------------------- --------------AGED INVOICE AMOUNT OUTSTANDING------------- VALID
NAME NUMBER CURRENT 30 DAYS 60 DAYS 90+ DAYS DISCOUNTS AMOUNT DUE
<S> <C> <C> <C> <C> <C> <C> <C>
R & S INDUSTRIAL SUPPLY 6000006 606.40CR 191.54 758.15 564.78 .00 908.07
RECYCLING EQUIPMENT SERV INC 6000075 .00 .00 .00 9,200.00 .00 9,200.00
RECYCLING TODAY MEDIA GROUP 6000687 .00 860.20 .00 .00 .00 860.20
RELIANCE ELECTRIC 6000378 .00 .00 .00 15,236.32 .00 15,236.32
RESOURCE EQUIPMENT CO. 6000608 .00 .00 .00 385.00 .00 385.00
RIKES TRACTOR & EQUIPMENT, INC 6000039 .00 45.77 106.68 800.00 .00 952.45
ROSSER, F.F. 6000097 89.93 .00 .00 .00 .00 89.93
SANTEE WIRE PRODUCTS, INC. 6000478 2,785.00 .00 2,785.00 .00 .00 5,570.00
SCRAP 6000707 .00 .00 .00 752.25 .00 752.25
SEABURY & SMITH 6000887 513.42 .00 .00 .00 .00 513.42
SHERWIN WILLAIMS 6000008 .00 .00 .00 776.00 .00 776.00
SIKES PROPANE, INC 6000041 41.85 108.60 87.69 137.50 .00 375.64
SOLID WASTE EQUIPMENT CO., INC 6000607 .00 .00 .00 413.21 .00 413.21
SOUTH GEORGIA MACH. & FAB. 6000368 .00 .00 1,905.45 151.50 .00 2,056.95
SOUTHEASTERN BUSINESS MACHINES 1000141 .00 200.34 270.34 200.34 .00 671.02
SOUTHEASTERN FREIGHT LINES INC 6000068 304.25 1,144.74 492.53 .00 .00 1,941.52
SOUTHERN INDUSTRIAL PRDCTS INC 6000047 .00 310.65 130.78 62.27 .00 503.70
SPELL EXTERMINATING SERVICE 6000501 .00 60.00 30.00 .00 .00 90.00
SUNTRUST (VISA) 6000698 3,062.98 .00 .00 .00 .00 3,062.98
TRANS METRICS, INC. 6000352 .00 424.35 849.00 .00 .00 1,273.35
TRIPLE H SPECIALTY CO., INC. 6000510 .00 150.05 113.20 .00 .00 263.25
UNDERWRITERS LABORATORIES INC 6000044 .00 .00 306.25 .00 .00 306.25
UNITED PARCEL SERVICE 6000011 .00 1,133.13 .00 .00 .00 1,133.13
VIP PRINTING & OFFICE SUPPLIES 6000045 .00 79.65 81.47 190.57 .00 351.69
WILDES, FORREST 6000394 2,030.52 232.35 4,186.51 7,500.66 .00 13,950.04
WILDES, SIDNEY 6000393 474.16 1,806.07 2,301.32 3,512.84 .00 8,094.39
TOTALS : 37,621.26 133,607.50 81,055.40 206,851.30 .00 459,135.46
</TABLE>
<PAGE>
-------------------------------------
IPS
CUSTOMER DEPOSITS
-------------------------------------
11/30/99
--------
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
11/30/99 ADDITIONS REDUCTIONS
- -------------------------------------------------------------------------------------------------------
CUSTOMER BEG. BAL. DATE AMOUNT DATE AMOUNT END. BAL.
- -------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------
Paradise Solid Waste
- -------------------------------------------------------------------------------------------------------
Phoenix Systems - 11/30/1999 143,884.00 143,884.00
- -------------------------------------------------------------------------------------------------------
Dominion Metal 150,000.00 150,000.00
- -------------------------------------------------------------------------------------------------------
Vantage Equipment 16,717.45 16,717.45
- -------------------------------------------------------------------------------------------------------
Resource Equipment 57,950.00 57,950.00
- -------------------------------------------------------------------------------------------------------
Midwest Recycling 51,023.75 51,023.75
- -------------------------------------------------------------------------------------------------------
BSE 14,556.25 14,556.25
- -------------------------------------------------------------------------------------------------------
Evergreen Nylon 51,581.75 51,581.75
- -------------------------------------------------------------------------------------------------------
Ptarmigan 71,131.23 71,131.23
- -------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------
TOTAL: 466,989.18 143,884.00 $556,844.43
- -------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
ASSIGNMENT OF LEASE AND OPTION
STATE OF GEORGIA
COUNTY OF APPLING
THIS ASSIGNMENT, made and entered into this 10th day of December,
1999, by International Press and Shear Corp. ("IPSC"), a Georgia corporation,
party of the first part, and IPS Balers Inc. ("IPSB"), a Georgia corporation,
party of the second part, and the Development Authority of Appling County (the
"Authority"), a Georgia public authority, party of the third part.
WITNESSETH:
WHEREAS, IPSC and IPSB entered into an Asset Purchase Agreement dated as
of December 10, 1999 (the "APA") providing for the sale and transfer of
substantially all of the assets connected with the operation of the baler
manufacturing facility operated by IPSC in Baxley, Georgia; and
WHEREAS, the APA also contemplates the transfer of IPSC's interest in its
business premises leased by IPSC from the Authority, being the improved property
described in Exhibit A attached hereto and made a part hereof;
NOW, THEREFORE, for and in consideration of the sum of Ten Dollars
($10.00) and other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties hereby agree as follows:
1. IPSC hereby transfers, assigns and conveys unto IPSB, successors and
assigns, all of IPSC's right, title and interest in, to and under that certain
Lease with Option to Purchase dated April 1, 1996 between the Authority as
Lessor and IPSC as Lessee (the "Lease"), a copy of which Lease is attached
hereto as Exhibit B; and a memorandum of which is recorded in the Office of the
Clerk of Superior Court of Appling County, Georgia in Deed Book 292, page 283.
2. This Assignment includes all of IPSC's right, title and interest in and
to the leasehold estate granted, conveyed and demised under the Lease, and all
leasehold improvements constructed upon, attached to or otherwise located upon
the leased Premises including without limitation the building, paint booth,
offices, cranes and craneways, signage, lighting and other items incident to the
operation of the manufacturing facility upon the Premises.
3. This Assignment further includes all easements for ingress and egress,
utilities and other property rights as may be possessed by IPSC, whether or not
explicitly included in the Lease.
4. This Assignment further conveys the option to purchase the Premises as
contained in the Lease; and IPSC further transfers, assigns and conveys unto
IPSB the option/right of first refusal granted to IPSC to purchase the property
adjoining the Premises on the south side thereof.
Page 1
<PAGE>
5. IPSB hereby assumes and agrees to fully perform all of terms,
conditions, covenants and agreements of the Lease on the part of the Lessee
thereunder to be kept and performed during the term of the Lease and any
extension or renewal thereof, including without limitation the payment
obligations of the Lessee under the Lease, which accrue from and after the
effective date hereof.
5. The Authority consents to the assignment of the Lease to IPSB, and
releases IPSC from any and all liability for performance of any Lease obligation
subsequent to the assignment to IPSB.
6. IPSC warrants: (1) that it is the sole Lessee under the Lease and is
the sole owner of the Lessee's interest thereunder; (2) that it has not
previously assigned the Lease or any interest therein for the security or
otherwise (except as security for the indebtedness in favor of SouthTrust Bank
of Jacksonville, Florida with a current balance of approximately
$669,193.38 being assumed by IPSB), or sublet the demised premises in
whole or in part; (3) there exist no circumstances which would prevent this
Assignment form being valid and binding in all respects except the required
consent of the Authority; (4) that the Lease is valid and enforceable in
accordance with its terms and has not been altered, modified or amended in any
manner and that as of the date hereof the Lease is in full force and effect; (5)
that the IPSC is not in default under any of the terms, covenants or conditions
of the Lease and that there exists no circumstances or conditions which, either
now or by the passage of time, would constitute a default in the terms of the
Lease or would entitle the Landlord thereunder to terminate the Lease or to
abridge the Tenant's rights thereunder; and (6) that all rentals under the Lease
due and payable to date have been paid.
7. IPSC shall defend, indemnify, and save and hold harmless IPSB and its
officers, agents and employees, from and against any and all losses,
liabilities, damages, costs or expenses, including without limitation attorney's
fees, arising out of or in any way relating to IPSC's obligations under the
Lease accruing prior to the date hereof, or any breach of any warranties made by
IPSC herein.
8. IPSB shall defend, indemnify, save and hold harmless IPSC and its
officers, agents and employees from and against any and all further losses,
liabilities, damages, and costs of expenses, including, without limitation,
attorney's fees, arising from or relating to IPSC's obligations under said Lease
as Lessee from or relating to IPSC's obligations under said Lease as Lessee from
and after the date hereof, including any extension thereof.
9. The terms and provisions hereof shall extend to and be binding upon and
enure to the benefit of the parties hereto and their respective successors and
assigns.
10. The parties hereto agree that this Assignment shall be recorded in the
public real property records with the legal description of the leasehold estate
hereby assigned attached as Exhibit A, but the Lease omitted from recording.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals,
by and through their duly authorized officers, this 10th day of December, 1999.
Page 2
<PAGE>
INTERNATIONAL PRESS AND SHEARCORP.(L.S.)
By: /s/ Ted C. Flood
------------------------------------
Ted C. Flood, Secretary
Signed, sealed and delivered,
this ____ day of December, 1999, (CORPORATE SEAL)
in the presence of
- --------------------------------
Unofficial Witness
/s/ Jane Coleman
- --------------------------------
Notary Public
(NOTARY SEAL)
IPS BALERS INC. (L.S.)
By: /s/ Sidney Wildes
------------------------------------
Sidney Wildes, CEO
Signed, sealed and delivered,
this ____ day of December, 1999, (CORPORATE SEAL)
in the presence of
- --------------------------------
Unofficial Witness
/s/ Jane Coleman
- --------------------------------
Notary Public
(NOTARY SEAL)
DEVELOPMENT AUTHORITY OF
APPLING COUNTY (L.S.)
By:
------------------------------------
Chairman
Attest:
--------------------------------
Signed, sealed and delivered, Secretary
this ____ day of December, 1999, (AUTHORITY SEAL)
in the presence of
- --------------------------------
Unofficial Witness
- --------------------------------
Notary Public
(NOTARY SEAL)
Page 3
<PAGE>
EXHIBIT A
All that tract or parcel of land lying and being in the City of Baxley, Appling
County, Georgia, a portion of Land Lot No. 291 of the Second Land District of
said county, consisting of eight (8.00) acres, more or less, being bound now or
formerly as follows: North by Frost Industrial Drive; East in part by lands of
Wildes Family Limited Partnership and in part by lands of Larry V. Williams; and
South and West by lands of the Development Authority of Appling County.
Said property being more particularly described as follows: Commencing at the
northwest corner of the aforesaid Land Lot No. 291, thence running South 89
degrees 42 minutes 18 seconds East 3,497.98 feet to a point; thence South 00
degrees 29 minutes 33 seconds East 664.45 feet to a point on the southern right
of way of Frost Industrial Drive (80' right of way) which is the POINT OF
BEGINNING; thence continuing South 00 degrees 29 minutes 33 seconds East 696.96
feet to a point; thence North 89 degrees 42 minutes 18 seconds West 500 feet to
a point; thence North 00 degrees 29 minutes 33 seconds West 696.96 feet to a
point on the aforesaid Frost Industrial Drive right of way; thence along and
with said right of way South 89 degrees 42 minutes 18 seconds East 500 feet to
the Point of Beginning.
This property is subject to covenants applicable to lands in the Appling County
Industrial Park and drainage easements as depicted upon the plat of said
Industrial Park and the hereinafter referred to plat of survey.
For assistance in determining a more full and complete description of the lands
hereinabove described, reference is made to that certain plat of survey by
Merlin J. Tomberlin, G.R.L.S. No. 2477, dated May 26, 1995, which plat is
recorded in the Office of the Clerk of Superior Court of Appling County,
Georgia, in Plat Book 14, Page 19, and incorporated herein for a more full and
complete description and all other purposes.
<PAGE>
STATE OF GEORGIA
INDENTURE OF LEASE
THIS INDENTURE OF LEASE (this "Lease"), made and executed in duplicate as
of the 1st day of April, 1996, by and between DEVELOPMENT AUTHORITY OF APPLING
COUNTY a body politic created by statutory authority contained in provisions of
an Act of the Georgia General Assembly (Ga. Laws, 1969, p.137, et.seq., as
amended) with its office in Appling County, Georgia, ("Lessor"), and
INTERNATIONAL PRESS AND SHEAR CORPORATION a Georgia corporation with its
registered office an principal place of business at 396 Frost Industrial Blvd.,
Baxley, Georgia 31513 ("Lessee").
WITNESSETH:
WHEREAS, Lessor owns the Premises (as hereinafter defined), and desires to
lease same to Lessee; and
WHEREAS, Lessee desires to lease the Premises from Lessor with the right
to purchase upon the terms and conditions set forth herein;
NOW, THEREFORE, for and in consideration of the rents stated in Article
III hereof and of the covenants and agreements hereinafter mentioned to be kept
and performed by Lessee, Lessor does by these presents lease and let unto
Lessee, and Lessee does hereby hire and take from Lessor, that certain tract or
parcel of land in the Appling County Industrial Park, hereinafter referred to as
the "Premises", improved by a 58,000 square foot metal manufacturing building
(the "Building"), and described as follows:
Legal Description of Premises
All that tract or parcel of land lying and being in the City of Baxley,
Appling County, Georgia, a portion of Land Lot No. 291 of the Second Land
District of said county, consisting of eight (8.00) acres, more or less,
being bound now or formerly as follows: North by Frost Industrial Drive;
East in part by lands of Wildes Family Limited Partnership and in part by
lands of Larry V. Williams; and South and West by lands of the Development
Authority of Appling County.
Said property being more particularly described as follows: Commencing at
the northwest corner of the aforesaid Land Lot No. 291, thence running
South 89 degrees 42 minutes 18 seconds East 3,497.98 feet to a point;
thence South 00 degrees 29 minutes 33 seconds East 664.45 feet to a point
on the southern right of way of Frost Industrial Drive (80' right of way)
which is the POINT OF BEGINNING; thence continuing South 00 degrees 29
minutes 33 seconds East 696.96 feet to a point; thence North 89 degrees 42
minutes 18 seconds West 500 feet to a point; thence North 00 degrees 29
minutes 33 seconds West 696.96 feet to a point on the aforesaid Frost
Industrial Drive right of way; thence along and with said right of way
South 89 degrees 42 minutes 18 seconds East 500 feet to the Point of
Beginning.
1
<PAGE>
This property is subject to covenants applicable to lands in the Appling
County Industrial Park and drainage easements as depicted upon the plat of
said Industrial Park and the hereinafter referred to plat of survey.
For assistance in determining a more full and complete description of the
lands hereinabove described, reference is made to that certain plat of
survey by Merlin J. Tomberlin, G.R.L.S. No. 2477, dated May 26, 1995,
which plat is recorded in the Office of the Clerk of Superior Court of
Appling County, Georgia, in Plat Book 14, Page 19, and incorporated herein
for a more fall and complete description and all other purposes.
It is hereby mutually covenanted and agreed that: (a) delivery of the Premises
is being made by Lessor to Lessee in its present condition "as is" and "where
is" and that Landlord has made no representation with respect to the condition
thereof; and (b) this Lease is made upon the following agreements, conditions,
covenants and terms:
ARTICLE I. HEADINGS.
Section 1.01. The various headings and numbers herein, and the grouping of
the provisions of this Lease into separate Articles and Paragraphs, are for the
purpose of convenience only and in no way define, limit, construe, or describe
the scope or intent of such Sections or Articles nor in any way affect this
Lease.
ARTICLE II. TERM OF THIS LEASE.
Section 2.01. This Lease shall exist for an interim period running from
the date hereof until April 30, 1996, with the initial Lease term commencing May
1, 1996 (the "Commencement Date"), and running for a term of sixty (60) months
(the "Term"), expiring April 30, 2001 (the "Termination Date"), unless sooner
terminated in accordance with this Lease. For the purpose of this Lease, the
term "Lease Year" shall mean any twelve (12) month period beginning on the first
day of the month next following the Commencement Date unless the Term commences
on the first day of a month in which event the twelve (12) month period shall
commence on the Commencement Date.
Section 2.02. Lessee shall have the right and option to extend this Lease
for two additional Terms of sixty (60) months each (the "Renewal Terms").
ARTICLE III. RENT.
Section 3.01. Lessee covenants and agrees to pay without demand, set-off
or abatement, except as specifically otherwise set forth herein, and Lessor
agrees to accept as "Monthly Rent" (herein so called) for the Premises during
the Term and each Renewal Term a sum equal to the monthly payment due by Lessor
to SouthTrust Bank of Florida, N.A. on the $720,000.00 loan to be obtained by
Lessor on or about April 4, 1996, which loan is secured by the Premises and
Premises Building and fixtures (the "Loan"). A copy of the Promissory Note
detailing such payments is attached hereto and made a part hereof.
Section 3.02. The aforesaid lease payments ("Monthly Rent") shall be paid
on the first day of each calendar month in advance, beginning May 1, 1996. In
the event the Commencement Date is other than the first day of a month, rent for
the initial month shall be prorated according to the number of days from the
Commencement Date through the end of the month.
Section 3.03. All rental payments hereunder shall be made to Lessor at
Post Office
2
<PAGE>
Box 413, Baxley, Georgia 31513, or at such other place or to such other person
as Lessor may designate in writing from time to time.
Section 3.04. All payments other than Monthly Rent required to be made by
Lessee under any of the terms or conditions of this Lease shall be collectible
as "Additional Rent" hereunder whether or nor the provision requiring such
payment specifically so states (Monthly Rent and Additional Rent are
collectively referred to herein as "Rent"). Any payment of Rent not made by
Lessee within ten (10) days of the date or time herein specified for such
payment shall bear interest at the lesser of eighteen percent (18%) per annum
(the "Lease interest Rate"), from such date or time until such payment shall be
made by Lessee.
Section 3.05. The parties intend that this lease shall provide for a net
return to Lessor in the amount of the rentals set forth hereinabove. The
parties, therefore, agree that all costs, expenses or obligations related to
Lessee's use or occupancy of the Premises, shall be paid and discharged by
Lessee and shall be collectible as Additional Rent for all purposes of this
Lease. This section contemplates that Lessee shall he responsible for taxes,
utilities, insurance and routine maintenance attributable to Lessee's use of the
Premises.
ARTICLE IV. ADDITIONS, CHANGES AND ALTERATIONS; EQUIPMENT.
Section 4.01. At any time, and from time to time, with Lessor's prior
written approval, which will not be unreasonably withheld, Lessee, at its sole
cost and expense. may make additions to and structural changes and alterations
in and upon any or all of the improvements now or hereafter located on the
Premises and may make additional improvements on the premises provided that:
a. Such additions, changes, alterations or improvements, when completed,
shall not materially impair the strength or value of the existing improvements
located on the premises and shall be in conformity and compliance with all
applicable laws, building ordinances and regulations;
b. Whenever the contemplated cost of such structural additions, changes,
alterations, or improvements exceeds $5,000.00, Lessee shall first deliver to
Lessor detailed plans and specifications therefor and Lessee shall grant Lessor
a period of thirty (30) days during which Lessor may approve such plans and
specifications or indicate the reasons for its disapproval of same. Provided
that the work to be constructed s in accordance with Subsection 4.01 (a) hereof,
Lessor shall approve such plans and specifications. If Lessor has not acted
within thirty (30) days of the date of delivery of such plans and
specifications, it will be deemed to have approved the same. Nothing in the
Lease shall imply or be deemed to be a consent or agreement by Lessor to subject
Lessor's estate or the Premises to liability under any mechanics' or other lien
law. All such additions, changes, alterations or improvements shall be and
remain part of the realty and the property of the Lessor and subject to this
Lease.
Section 4.02.
a. At any time, and from time to time, Lessee may, at its sole cost and
expense, install, assemble or place upon the Premises any items of Equipment (as
defined in Subsection 4.02 (b)), which Equipment shall he and remain the
property of Lessee or other owner thereof and shall not become part of the
Premises.
3
<PAGE>
b. As used herein, the term "Equipment" shall mean all equipment,
appliances, machinery, signs, furniture and trade fixtures now or hereafter
installed or placed on the Premises, whether or not physically attached thereto,
and used or useable in the operation and maintenance of the business of Lessee
or any Permitted Subtenant (as defined in Article XII) or any other person on
the Premises. Equipment shall not include heating, ventilating and
air-conditioning plants and systems, electrical (except bus duct installed by
Lessee), sprinkler and plumbing fixtures and systems and other like equipment
and fixtures which constitute an integral part of the building constructed on
the Premises.
c. Lessee may remove the Equipment at any time at or prior to the
Expiration Date or earlier termination of this Lease, provided that Lessee shall
repair any and all damage to the Premises resulting from such removal. For the
purposes of this Subsection 4.02(c), the term "Lessee" shall be deemed to
include subsidiaries of Lessee and any other Permitted Subtenant.
d. It is specifically understood, however, that any items of equipment
financed with the proceeds of the loan referred to in Section 3.01b hereof
shall serve as security for said loan or any additional or substitute financing
until paid in full or release by the lender and Lessor.
ARTICLE V. RECONSTRUCTION OF DAMAGED, DESTROYED OR REMOVED IMPROVEMENTS;
REPAIR MAINTENANCE.
Section 5.01. In the event that the Premises are damaged or destroyed by
fire or other casualty, Lessee shall have the right and option to either (i)
repair, replace or reconstruct the premises utilizing insurance proceeds, or
(ii) terminate this Lease, with Lessor and/or Lessor's mortgagee to receive all
building insurance proceeds to the extent of the amortized purchase option
balance due, with the balance to Lessor, and the parties having no further
rights or obligations with respect to the other. Lessee shall be entitled to the
proceeds of insurance on its contents, business interruption and other insurance
it may obtain in connection with the business conducted upon the Premises. If
Lessee elects to continue, the repair, replacement or reconstruction shall be
accomplished within such time as may be reasonable under the circumstances after
allowing for delays caused by strikes, lockouts, acts of God, fire,
unavailability of materials or labor, or any other cause or casualty beyond the
reasonable control of Lessee. The design and specifications of such repair,
replacement or reconstruction shall be as determined by Lessee after obtaining
Lessor's prior consent which shall not be unreasonably withheld; but such work
shall restore the Premises to not less than their value immediately prior to the
damage, destruction, demolition or removal.
Section 5.02. Lessee, at its sole cost and expense, will keep and maintain
the Premises in good repair and in safe and sanitary condition and will, at its
sole expense, make all necessary repairs, replacements and renewals, which shall
be substantially equal in quality and class to the original work. Lessee will
conform with and do all things necessary to comply with every valid law,
regulation, order and requirement of any governmental authority relating to the
Premises and will hold and save Lessor free and harmless of all losses, costs,
expenses, claims or liabilities for the breach thereof, or failure to comply
therewith and for the breach of or failure to comply with any valid law,
regulation, order and requirement of any governmental authority relating to the
conduct
4
<PAGE>
of Lessee's business in the Premises.
ARTICLE VI. USE OF THE PREMISES.
Section 6.01. The Premises shall be used only for lawful, proper and
legitimate purposes, and Lessee shall not use, nor suffer nor permit any person
to use, the same or any part thereof for any purpose or in violation of the laws
of the United States or of the State in which the Premises are located, or of
the ordinances of any political subdivision of the State, or any covenant,
restriction or condition affecting the Premises, nor for any immoral or unlawful
purpose whatsoever. Lessor warrants that the Premises are properly zoned for
metal fabrication and sawmill/planer equipment manufacturing.
Section 6.02. Lessor shall not be liable for any encroachment upon any
property adjacent to the Premises by any future building or other structure
intended to be erected upon the Premises by Lessee. Lessee agrees to indemnify
and save harmless Lessor from and against any and all liabilities, penalties,
damages, expenses and judgments on account of the location of any such building
or other structure on or partly on such adjacent property.
ARTICLE VII. CONSTRUCTION LIENS.
Section 7.01. Lessee will keep the premises free and clear of mechanics',
laborers', or materialmen's liens, and other liens of similar nature, which may
arise in connection with any work performed on the Premises by or at the
direction or sufferance of Lessee; provided, however, that Lessee shall have the
right to contest the validity or the amount of any such lien or claimed lien, if
Lessee shall, within ten (10) days after Lessee is informed that the lien is
filed against the Premises, give to Lessor or any mortgagee of the Premises (a
"Mortgagee"), such reasonable security as may be demanded by Lessor or a
Mortgagee to insure payment of such lien and prevent any sale, foreclosure or
forfeiture of the Premises by reason of such nonpayment. On final determination
of the lien or claimed lien, Lessee shall immediately pay any judgment rendered,
with all proper costs and charges, and shall have the lien released or judgment
satisfied at Lessee's own expense. Should any such lien be placed on the
premises and the same ripen into a judgment which has become final, Lessor, at
its option, may pay any such final judgment and clear the Premises therefrom,
and any monies so paid out by Lessor on account of any such judgment shall be
repaid by Lessee to Lessor at the next ensuing rent day and shall draw interest
at the Lease Interest Rate from time of payment by Lessor until repaid by
Lessee.
Section 7.02. In the event any lien is filed against the Premises or any
action is commenced affecting the title hereto, as between Lessor and Lessee,
the notified party shall give the other prompt written notice thereof.
Section 7.03. Nothing in this Lease shall authorize Lessee to, and Lessee
shall not, do any act which will in any way encumber the title of Lessor in and
to the Premises, nor shall the interest or estate of Lessor in the Premises be
in any way subject to any claim whatsoever by virtue of any act or omission of
Lessee. Any claim to a lien upon the Premises arising from any act or omission
of Lessee shall be valid only against Lessee and shall in all respects be
subordinate to the title and rights of Lessor and any person claiming by,
through or under Lessor in and to the Premises. Lessee shall remove any lien or
encumbrance on its interest in the Premises within ten (10) days after it has
received
5
<PAGE>
notice thereof; provided, however, that Lessee may in good faith contest any
such item if it posts a bond or other adequate security with Lessor.
ARTICLE VIII. TAXES, ASSESSMENTS, AND UTILITY CHARGES.
Section 8.01. Lessor and Lessee agree that Lessor is under no obligation
to provide and/oi pay for any services, including any utilities, related to
Lessee's use and occupancy of the Premises. Lessee will pay when due all
utilities and taxes, including personal property taxes, assessments and levies,
whether general or special, ordinary or extraordinary, of every nature or kind
whatsoever which may be taxed, charged, assessed, levied or imposed at any time
or from time to time during the Term of this Lease (including taxes for the tax
year in which such term begins) by the State, any political subdivision thereof
or any governmental or quasi-governmental body having jurisdiction thereover,
upon or against: (i) the Premises or the occupancy, use or possession thereof;
or (ii) any estate, right, title or interest of Lessor and of Lessee or of
either of them in or to the Premises. It is agreed, however, that (i) taxes for
the years in which the commencement and the termination of this Lease occur
shall be prorated, and Lessee shall be required to pay as its prorated share
only that portion of the taxes levied for the period of the taxable year for
which this Lease shall have been in effect, and (ii) Lessee shall not be
obligated to pay any installment of any special assessment which may be levied,
assessed or confirmed during the Term, but which does not fall due and is not
required to be paid until after its Termination, unless the special assessment
is attributable to Lessee's use, occupancy or possession of the Premises. All
amounts payable by Lessee but not paid when due may be paid by Lessor and
collectible by Lessor as though the same were Additional Rent hereunder.
Section 8.02. Nothing contained herein shall be construed to require
Lessee to pay any transfer, estate, inheritance succession, or gift tax or taxes
imposed in respect of any devise or gift of any interest of Lessor or its
successors or assigns in the Premises, nor any income tax imposed in respect of
Lessor's income from the premises.
Section 8.03. Except as permitted by Section 8.04, the taxes, assessments
and other impositions to be paid by Lessee in this Article VIII shall be paid
before any delinquency can occur therein or to any part or installment thereof,
and certificates of payment shall be delivered to Lessor upon request.
Section 8.04. Both Lessor and Lessee shall have the right to contest the
legality or validity of any of the taxes, assessments or other impositions
herein provided to be paid by Lessee, but no such contest shall be carried on or
maintained by Lessee after the time limit for the payment of any such taxes,
assessments or other impositions unless Lessee at its option, (i) shall pay the
amount involved under protest; or (ii) shall procure and maintain a stay of all
proceedings to enforce any collection of such taxes, assessments or other
impositions, together with all penalties, interest, costs and expenses, by a
deposit of a sufficient sum of money or by such undertaking as may be required
or permitted by law to accomplish such stay; or (iii) shall deposit with Lessor,
or a Mortgagee, as security for the performance by Lessee of its obligations
hereunder with respect to such taxes, assessments or other impositions, such
reasonable security which will not be less than the amount of the taxes,
assessments or other impositions, then due as may be demanded by Lessor or a
Mortgagee to ensure payment of such contested taxes, assessments or other
6
<PAGE>
impositions and all penalties, interest costs and expenses which may accrue
during the period of the contest. In the event any such contest is made by
Lessee, then, within thirty (30) days after final determination thereof, Lessee
shall fully pay and discharge the amount determined in or by any such contest,
together with all penalties, fines, interest, costs or expenses that may have
accrued thereon or that may result from any such action by Lessee, whereupon
Lessor shall return to Lessee all amounts, if any, deposited by Lessee in
accordance with the provisions hereof.
Section 8.05. Lessor will promptly deliver to Lessee any and all tax
notices or assessments which it may receive relating to the Premises.
ARTICLE IX. PUBLIC LIABILITY AND PROPERTY DAMAGE.
Section 9.01.
a. Lessee does hereby release Lessor and shall at all times indemnify and
defend Lessor and save it harmless from and against all claims, suits, actions,
damages, judgments, liabilities, fines, penalties, costs and expenses for loss
of life, personal injury or damage to property arising from or out of
occurrences during the Term within or upon the Premises occasioned wholly or in
part by any act or omission of Lessee or breach of this Lease by Lessee or by
any person or entity under its control. If Lessor shall be made a party to any
litigation commenced by or against Lessee or by any third party, which
litigation is related solely to Lessee's use or occupancy of the Premises and
involves Lessor only as owner of the Premises, Lessee shall indemnify and hold
Lessor harmless and shall pay all costs, expenses and reasonable attorneys' fees
incurred or paid by Lessor in connection with such litigation. Provided,
however, that this indemnity is not intended and shall not extend to any action
filed by Lessee against Lessor as a result of any claimed breach of this Lease.
b. Lessee also hereby releases Lessor from any and all liability arising
from (i) the operation, conduct or management of or from any work or thing
whatsoever done in, on or about the Premises or any building, structure,
equipment (including, without limitation, plumbing, heating or air-conditioning
equipment, water pipes and electrical wiring) or improvement now or hereafter
erected or placed on the Premises.
Section 9.02. Lessee will keep in effect at its sole cost and expense and
with financially responsible insurance companies qualified to do business in the
state in which the Premises is located and acceptable to Lessor (an "Insurer"),
a comprehensive general liability policy either directly or indirectly covering
the Premises and providing coverage with minimum limits of liability not less
than $500,000.00 for bodily injury to one person, $1,000,000.00 for bodily
injury to any group of persons as a result of one accident and $1,000,000.00 for
property damage. Such policy shall name Lessor and a Mortgagee, if any, as
additional insured and certificates that such insurance is in force shall be
delivered to Lessor; such certificate containing an agreement by the Insurer
that such policy shall not be cancelled or modified (as it applies to Lessor and
a Mortgagee) without thirty (30) days' prior written notice to Lessor and a
Mortgagee by registered mail, return receipt requested, and that no act or
omission by Lessee shall invalidate such policy as it applies to Lessor or
Mortgagee.
Section 9.03. Lessee shall bring or keep property upon the Premises solely
at its own risk, and Lessor shall not be liable for any damages thereto or any
theft thereof.
7
<PAGE>
Lessee shall maintain tire and extended coverage insurance, which may include
self-insurance, covering such personal property in such amounts and against such
risks as is customarily maintained by similar businesses, and provide Lessor
with evidence of such insurance coverage.
ARTICLE X. FIRE INSURANCE.
Section 10.01. Lessee, at its sole cost and expense, will keep the
buildings and the improvements now or hereafter located on the Premises insured
against fire (with extended coverage) with an Insurer in an amount equal to not
less than their full fair insurable value, exclusive of foundations, excavations
and pavement. Such insurance shall be so issued as to cover the several
interests of Lessor, a Mortgagee, and Lessee, and shall provide that in case of
loss or damage the proceeds thereof shall be payable to Lessor, Mortgagee, and
Lessee, as their interests may appear. Such insurance may also provide for
"rents coverage" insurance.
Section 10.02. If after any loss insured against pursuant to Section
10.01, Lessor shall, pursuant to Lessee's options set forth in Section 5.01
hereof, either (i) proceed with repair or rebuilding the Premises, or
(ii) terminate this Lease.
Section 10.03. Lessee shall deliver to Lessor certificates evidencing that
all insurance which Lessee is required to provide and maintain in effect
hereunder is in force. Should Lessee fail to provide, maintain or pay for any of
the insurance hereinbefore provided for, Lessor at its option may procure such
insurance. Any sums paid out by Lessor for any such insurance shall be repaid by
Lessee to Lessor on the first day of the calendar month next following payment
thereof by Lessor, together with interest thereon at the Lease Interest Rate
from the date of payment by Lessor until repaid by Lessee.
Section 10.04. Lessor, Lessee and the owner of the Premises shall be named
insureds, as their interests may appear, in any insurance policy issued pursuant
to Articles IX and X.
ARTICLE XI. CONDEMNATION.
Section 11.01. In the event that the Premises, or any part thereof, shall
be taken in condemnation or proceedings or by exercise of any right of eminent
domain or by agreement between Lessor, Lessee and those authorized to exercise
such right (any such "Partial Taking" [herein so called] or "Full Taking"
[herein so called]) being hereinafter generically referred to as a "Taking"),
Lessor, Lessee and any person or entity having an interest in the award or
awards shall have the right to participate in any such condemnation proceedings
or agreement for the purpose of protecting their interests hereunder. Each party
so participating shall pay its own expenses therein.
Section 11.02. If at any time during the Term there shall be a Taking of
the whole or substantially all of the Premises, this Lease shall terminate and
expire on the date of such Taking and Monthly Rent and Additional Rent shall be
apportioned and paid to the date of such Taking. For the purpose of this Article
XI, "substantially all of the Premises" shall be deemed to have been taken if
Lessee and Lessor agree, or failing such agreement, it is determined by
arbitration as provided in Section 11.05, that the untaken part of the Premises
is insufficient for the economic and feasible operation thereof by Lessee.
Section 11.03. If this Lease shall have terminated as a result of such
Talking, the proceeds from the real estate award (the "Award"), shall be applied
for the following
8
<PAGE>
purposes in the following order:
a. First, to pay the unpaid balance of any mortgages affecting the
Premises at the time of the Taking; and
b. Second, any balance of the Award remaining after payment of the amount
set forth in Subsection 11.03(a) shall be paid to Lessee, after satisfaction in
full of the purchase option balance due.
Lessee shall be entitled to a separate award for removal and dislocation
expenses as granted to tenants of real estate under the Eminent Domain Laws of
the State in which the Premises is located.
Section 11.04. If this Lease shall not have been terminated pursuant to
Section 11.02, after any such Taking, this Lease shall continue in full force
and effect as to the portion of the Premises not taken and otherwise remain
unaffected except:
a. The Monthly Rent shall be reduced by an amount which bears the same
proportion to the Monthly Rent immediately prior to the Partial Taking as the
amount of the Award paid to Lessor or a Mortgagee and not applied to the
restoration of the Improvements located on the Premises pursuant to Subsection
11.04(b) shall bear to the value of the whole Premises immediately prior to such
taking as determined in the condemnation proceedings or agreement. Until the new
Minimum Rent shall have been determined, Lessee shall continue to pay Minimum
Monthly Rent as set forth in Section 1.01 of Schedule One and upon such
determination, an appropriate adjustment shall be made and Lessee shall receive
credit for any overpayment.
b. Lessee shall, promptly after such Taking and, at its sole cost and
expense, restore such building or buildings to a complete architectural unit, in
which event Lessee shall be entitled to reimbursement from Lessor for the costs
thereof from the Award. Lessee shall be responsible for obtaining at its sole
cost and expense any replacement or substitute equipment required by it.
c. The Award shall be paid to Lessor and applied first to restoration as
set forth in Subsection 11.04(b) and any balance of the Award shall be the
property of Lessor subject to an obligation to make a Minimum Annual Rent
adjustment as set forth in Subsection 11.04(a).
Section 11.05. In the event of any dispute between Lessor and Lessee with
respect to any issue of fact (other than one determined by the condemnation
court or board or other body authorized to make the award) arising out of a
Taking set forth in this Article XI, such dispute shall be resolved by
arbitration in accordance with the Georgia Arbitration Special Statutory
Proceedings (O.C.G.A. Sections 9-9-30, et.seq.).
ARTICLE XII. ASSIGNMENTS, TRANSFERS, AND SUBLETING.
Section 12.01. Any assignment or subletting of Lessee's rights in this
Lease shall require the prior written consent of Lessor.
Section 12.02. This Lease may be assigned or transferred by Lessor without
limitation; provided that (except in the case of assignments to a Mortgagee)
twenty (20) days' prior notice of the assignment or transfer is given to Lessee;
and upon such assignment or transfer, which shall be subject to this Lease, and
notice to Lessee thereof, the individuals and corporate entity now comprising
Lessor shall be relieved of any liability hereunder thereafter accruing;
provided, further, that any successor or assignee
9
<PAGE>
assumes all obligations and covenants of Lessor under this Lease and immediately
thereafter is in compliance therewith. In the event of an assignment of this
Lease by Lessor to a Mortgagee, Lessee agrees upon notice to pay all Monthly
Rent and Additional Rent directly to such Mortgagee.
ARTICLE XIII. EXPENSES OF ENFORCEMENT; LESSEE'S BANKRUPTCY TERMINATION;
SURRENDER OF PREMISES.
Section 13.01.
a. Either party hereto shall pay all reasonable attorneys' fees and
expenses incurred by the other in enforcing any of the obligations under this
Lease.
b. Subject to the notice requirements of this Article XIII, if Lessee
shall default in the observance or performance of any of its obligations
hereunder, Lessor may perform such obligations after fifteen (15) days notice to
Lessee. If Lessor, in connection therewith or in connection with any default by
Lessee in the covenant to pay Rent hereunder, makes any expenditure or incurs
any obligations for the payment of money, including, but not limited to,
reasonable attorney's fees and costs incurred in instituting, prosecuting or
defending any action or proceeding, such sums so paid or obligations incurred,
together with interest at the Lease Interest Rate, shall be deemed to be
Additional Rent hereunder and shall be paid by Lessee to Lessor upon demand in
accordance with the provisions of Article III. If the Term shall have expired or
this Lease shall have been terminated at the time Lessor makes such expenditures
or incurs such obligations, such sums shall be recoverable by Lessor as
damages.
Section 13.02.
a. If Lessee defaults under this Lease, and such default shall continue
for ten (10) days following notice thereof from Lessor, in the payment of Rent
due hereunder, or of any other sum required to be paid by Lessee under this
Lease, or under the terms of any other agreement between the parties, or if
default shall be made, and shall continue for fifteen (15) days following
notice, in the performance of any of the other terms, covenants or conditions
which Lessee is required to observe and perform under the Lease or if the
interest of Lessee in this Lease shall be levied upon execution or other legal
process, or if any petition shall be filed by or against Lessee in a court of
bankruptcy, or if Lessee shall be declared insolvent according to law, or make
an assignment for the benefit of creditors or petition for or enter into an
arrangement, or if Lessee shall abandon or vacate the Premises during the Term,
then Lessor may, but need not, treat the occurrence of any one or more of the
foregoing events as a breach of this Lease, and thereupon may, at its option,
terminate this Lease, repossess the Premises in accordance with the provisions
hereof, and be entitled to recover immediately, as damages, the total amount of
Rent and any other charges due and to be paid by Lessee during the balance of
the Term, less the fair rental value of the Premises for said period, together
with any other sum of money owed by Lessee to Lessor.
b. Notwithstanding anything in this Lease to the contrary, if Lessee
defaults, other than in the payment of Rent or other monies due, and such
default cannot with due diligence be cured within the fifteen (15) day period
(assuming Lessee has initiated action to cure within the fifteen (15) day
period), Lessee shall have the time to cure extended for such period as may be
necessary to complete such cure with all diligence.
10
<PAGE>
Section 13.03.
a. If following the filing of a petition by or against Lessee in a
bankruptcy court, Lessor shall not be permitted to terminate this Lease because
of the provisions of Title 11 of the United States Code relating to Bankruptcy,
as amended (the "Bankruptcy Code"), then Lessee (including Lessee as a
"Debtor-in-Possession") or any trustee for Lessee agrees promptly, within no
more than fifteen (15) days upon request by Lessor to the Bankruptcy Court, to
assume or reject this Lease.
b. Lessee or any trustee for Lessee may only assume this Lease if (i) it
cures or provides adequate assurance that Lessee or the trustee will promptly
cure any default hereunder, (ii) it compensates or provides adequate assurance
that Lessee will promptly compensate Lessor for any actual pecuniary loss to
Lessor resulting from Lessee's default, and (iii) it provides adequate assurance
of future performance under this Lease by Lessee. To the extent permitted by
law, in no event after the assumption of this Lease by Lessee or any trustee for
Lessee shall any then existing default remain uncured for a period in excess of
that permitted by this Lease. Adequate assurance of future performance of this
Lease shall include, without limitation, adequate assurance (i) of the source of
Rent required to be paid by Lessee hereunder, and (ii) that assumption or
permitted assignment of this Lease will not breach any provision hereunder.
Section 13.04.
a. Upon the expiration or earlier termination of this Lease, whether by
lapse of time, operation of law or pursuant to the provisions of this Lease,
Lessee shall surrender the Premises (including approved alterations, additions
or improvements made pursuant to Articles IV and V) in good condition and
repair, reasonable wear and tear excepted, remove all of its personal property
from the Premises and repair any damage to the Premises caused by such removal.
b. If Lessee shall fail or refuse to restore the Premises, Lessor may do
so and recover its cost from Lessee for so doing. If Lessee shall fail or refuse
to comply with Lessee's duty to remove all personal property from the Premises
and the building upon the expiration or termination of this Lease and after
ten (10) days' of posting written notice to Lessee, the parties hereto agree and
stipulate that Lessor may, at its election (i) treat such failure or refusal as
an offer by Lessee to transfer title to such personal property to Lessor, in
which event the title thereto shall thereupon pass under this Lease as a bill of
sale, or (ii) treat such failure or refusal as conclusive evidence, on which
Lessor shall be entitled to rely absolutely, that Lessee has forever abandoned
such personal property. In either event, Lessor may, with or without accepting
title thereto, keep or remove, store, destroy, discard or otherwise dispose of
all or any part thereof in any manner that Lessor shall choose without incurring
liability to Lessee or to any other person. In connection with any such
disposition, Lessor shall use reasonable efforts to mitigate its damages. In no
event shall Lessor ever become or be charged with the duties of a bailee of any
personal property of Lessee. The failure of Lessee to remove any personal
property from the Premises shall forever bar Lessee from bringing any action or
asserting any liability against Lessor with respect to any such property which
Lessee fails to remove.
ARTICLE XIV. OWNERSHIP AND POSSESSION WARRANTY; USUFRUCT.
Section 14.01. Lessor warrants unto Lessee that Lessor has sole,
unencumbered
11
<PAGE>
ownership of the currently unimproved Premises, with full right and authority to
enter into this Lease and to grant the option to purchase contained in Article
XXXI hereof.
Section 14.02. If Lessee shall perform all of its covenants, agreements
and obligations hereunder, Lessor covenants and agrees that Lessee shall have
the peaceful and quiet enjoyment of the Premises throughout the Term without
hindrance on the part of Lessor, or persons claiming through Lessor.
Section 14.03. It is understood and agreed that this Lease grants a
usufruct only, with no estate passing out of Lessor.
ARTICLE XV. HOLDING OVER BY LESSEE.
Section 15.01. If Lessee holds over or remains in possession or occupancy
of the Premises or any part thereof after the expiration of the Primary Term or
any extended term (if such option has been provided for in this Lease and has
been properly exercised by Lessee) or after any sooner termination of this
Lease, without a proper exercise of any extension option or without another
written agreement leasing the Premises being actually made and entered into by
Lessor and Lessee, and only if Rent is paid by Lessee and accepted by Lessor for
or during any period of time Lessee so holds over or remains in possession or
occupancy, such holding over or continued possession or occupancy shall create
only a tenancy from month to month at a mutually agreeable rental but no less
than the last Minimum Monthly Rent in effect on the last day of the Term or any
extension thereof then in effect and upon all the terms, covenants and
conditions, (other than length of the Term and extension thereof), set forth in
this Lease, which may at any time be terminated by either Lessor or Lessee by
giving to the other thirty (30) days prior notice of its intention to terminate
the same.
ARTICLE XVI. WAIVERS.
Section 16.01. No waiver by Lessor of any breach by Lessee of any of its
obligations or agreements, or the terms, covenants and conditions hereunder
shall be deemed to be a waiver of any subsequent breach of the same or any other
covenants, agreements or obligations, nor shall any forbearance by Lessor to
seek a remedy for any breach by Lessee be deemed a waiver by Lessor of its
rights or remedies with respect to such breach.
ARTICLE XVII. TERMINATION.
Section 17.01. At the termination of this Lease or upon repossession by
Lessor for any reason, Lessee and any subtenants under Lessee, and any and all
persons holding or claiming under Lessee, shall surrender possession of the
Premises to Lessor as provided in Section 13.04 hereof.
Section 17.02. At the termination of this Lease for any cause, provided
Rent and other charges shall have been fully paid, Lessee and any subtenants
under Lessee, and any and all persons holding or claiming under Lessee, shall
have the right to remove from the Premises all personal property, tools,
machinery and trade fixtures and Equipment installed by Lessee or any person
holding under Lessee at its own expense, irrespective of how any of such
property may be attached to the Premises; provided, however, that Lessee shall
repair to Lessor's satisfaction any and all damage to the Premises caused by the
removal of such property.
ARTICLE XVIII. COVENANTS TO RUN WITH THE LAND.
Section 18.01. All covenants, agreements, and engagements in this Lease
shall be
12
<PAGE>
construed as covenants running with the land, and all rights given to and
obligations imposed upon the respective parties shall be construed as inuring to
and binding upon the successors in interest and assigns of the parties hereto,
respectively.
ARTICLE XIX. SHORT FORM OF THIS LEASE.
Section 19.01. Upon request of either party after the execution of this
Lease, the parties agree to promptly execute, acknowledge and deliver a Short
Form or Memorandum of Lease for recording purposes if requested by one of the
parties, and the terms hereof shall constitute a part thereof as though recited
at length therein.
ARTICLE XX. NOTICES.
Section 20.01. Any notice provided for herein must be delivered by courier
service or mailed by certified or registered United States mail, postage
prepaid, return receipt requested, to the parties as follows:
If to Lessor: Development Authority of Appling County
501 West Parker Street
Post Office Box 413
Baxley, GA 31513
Attn: Chairman
Fax: 912-367-2073
If to Lessee: International Press & Shear, Inc.
396 Frost Industrial Blvd.
Baxley, Georgia 31513
Attn: Plant Manager
Fax: 912-366-9559
With a copy to: Waste Technology Corp.
5400 Rio Grande Avenue
Jacksonville, Florida 32205
Fax: 904-358-7013
Each party shall have the right to specify any other address in the United
States by giving to the other party at least fifteen (15) days prior written
notice thereof.
ARTICLE XXI. SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE.
Section 21.01. This Lease and Lessee's leasehold estate shall be
subordinate and subject in all respects to any presently existing mortgage or
mortgages which are liens against the Premises and, at Lessor's request, Lessee
shall execute and deliver to Lessor an instrument in recordable form confirming
such subordination; provided that such subordination shall not affect the
respective rights of Lessor, Lessee and any mortgagee under Article XII hereof;
and, provided further, that Lessor will use its best efforts to secure for
Lessee at such time an instrument executed by all necessary parties in
recordable form whereby any Mortgagee or proposed mortgagee agrees that Lessee
shall not be interfered with or disturbed in its use, possession and enjoyment
of the Premises by the mortgagee, or any person or firm claiming under the
mortgagee, such instrument
13
<PAGE>
to be binding upon any successor of a Mortgagee or any purchaser at judicial
sale upon foreclosure of the mortgage, so long as Lessee is not in default
hereunder.
Section 21.02. if at any time during the Term any Mortgagee or proposed
mortgagee shall become owner of the Premises as a result of foreclosure or
otherwise or becomes a "Mortgagee in Possession" of the Premises, Lessee shall,
upon request and upon assumption by said mortgagee of Lessor's obligations
hereunder, attorn to such mortgagee from time to time upon the then terms and
conditions of this Lease and shall execute instruments in confirmation of such
attornment.
ARTICLE XXII. ESTOPPEL CERTIFICATE.
Section 22.01. At any time, and from time to time, Lessee shall execute,
acknowledge and deliver to Lessor a statement in writing in form satisfactory to
Lessor certifying that this Lease is unmodified and in full force and effect (or
if there have been modifications, that the same is in full force and effect as
modified and staring the modifications), and the dates to which Minimum Monthly
Rent and Additional Rent have been paid in advance, if any, and stating whether
or not to the best knowledge of the signer of such certificate Lessor is in
default in performance of any term, covenant or condition contained in this
Lease.
ARTICLE XXIII. ENTRY AND INSPECTlON.
Section 23.01. Lessee shall permit Lessor and Lessor's authorized agents
to enter upon the Premises at reasonable times during Lessee's business hours
for the purpose of inspecting the same and of ascertaining Lessee's compliance
with the terms and conditions of this Lease.
Section 23.02. In entering upon the Premises, Lessor will observe Lessee's
prevailing security arrangements and will make such entries so as to cause as
little inconvenience, annoyance or disturbance as possible.
ARTICLE XXIV. CUMULATIVE REMEDIES; NO WAIVER; ENTIRE AGREEMENT, NO ORAL
CHANGE; GOVERNING LAW; SEVERABILITY; EXHIBITS; SIGNS.
Section 24.01. The specific remedies to which Lessor or Lessee may resort
under the terms of this Lease are cumulative and are not intended to be
exclusive of any other remedies or means of redress to which they may be
lawfully entitled in case of any breach or threatened breach by either of them
of any provision of this Lease. The failure of either party to insist in any one
or more cases upon the strict performance of any of the covenants of this Lease,
or to exercise any option herein contained, shall not be construed as a waiver
or relinquishment for the future of such covenant or option. A receipt by Lessor
of any installment of Rent with knowledge of the breach of any covenant hereof
shall not be deemed a waiver of such breach. This Lease and the Schedules and
Exhibits attached to this Lease and made a part hereof set forth all the
covenants, promises, agreements, conditions and understandings between Lessor
and Lessee concerning the Property, and there are no covenants, promises,
agreements, conditions or understandings, heretofore made, either oral or
written, between them other than as herein set forth. No waiver, change,
modification or discharge by either party hereto of any provision in this Lease
shall be effective unless expressed in writing and signed by the party to be
bound.
Section 24.02. This Lease shall be construed and enforced in accordance
with the laws of the State of Georgia.
14
<PAGE>
Section 24.03. If any provisions of this Lease or the application thereof
to any person or circumstance shall, to any extent, be invalid or unenforceable,
the remainder of this Lease shall not be affected thereby and each provision of
this Lease, including the invalid or unenforceable provision, shall be valid and
enforceable to the fullest extent permitted by law.
Section 24.04. Any signs which Lessee desires to use on the Premises must
be approved by Lessor, which approval shall not be unreasonably withheld, and
meet all applicable laws, ordinances and regulations.
ARTICLE XXV. SUCCESSORS AND ASSIGNS.
Section 25.01. This Lease shall be binding upon and inure to the benefit
of the parties hereto and their successors and assigns.
ARTICLE XXVI. ENVIRONMENTAL COMPLIANCE.
Section 26.01. To the best of Lessor's knowledge, the Premises has never
been used as a landfill or as a dump to receive garbage, refuse, waste, or
hazardous fill material, and there are and have been no hazardous substances
stored, handled, installed or disposed in, on or about the Premises.
Section 26.02. Lessee covenants and agrees that it will use the Premises
in compliance with any and all local, state or federal laws and regulations
dealing with hazardous or dangerous waste, clean air and water and other
environmental matters, and Lessee specifically shall indemnify and hold Lessor
harmless for any costs and expenses incurred by Lessor in default of this
covenant by Lessee. Any work or expense for such compliance shall be the sole
responsibility of Lessee from and after the Commencement Date.
Section 26.03. At the termination of this Lease, Lessee shall remove any
tanks, drums or other storage of any hazardous or dangerous waste substances (as
so defined by any local, state or federal authority) installed by Lessee or
installed by Lessor at the written request of Lessee. Such removal shall satisfy
all applicable laws and regulations, and Lessee shall furnish to Lessor
appropriate documentation of lawful removal and disposition.
Section 26.04. If, at any rime during the term of this Lease, any local,
state or federal authority or any of Lessor's mortgagees should request a report
on any such hazardous substances Lessee has stored or allowed to be stored on
the Premises during the Term, Lessee will either cause said report to be made as
soon as practicable at its own cost and expense, or if not made within thirty
(30) days of Lessor's request for the same, will reimburse Lessor, as Additional
Rent, for Lessor's cost of obtaining said report.
Section 26.05. Lessee shall dispose of any cleaning materials, including
rags, cloths, liquids, gases or chemical compounds off of the Premises promptly
and according to any applicable laws or regulations after use.
Section 26.06. At any time during the Term, or within one hundred eighty
(180) days thereafter, Lessor may enter upon the Premises and inspect the
Premises for any evidence of any hazardous or dangerous waste or substances. In
the event that there exists any such hazardous waste or hazardous substances
deposited during the Term by Lessee, Lessee shall promptly remove and dispose of
the same in accordance with all applicable federal, state or local laws or
regulations. This Section 26.06. shall survive the
15
<PAGE>
termination or expiration of this Lease.
ARTICLE XXVII. BROKERS.
Section 27.01. Lessor and Lessee each represent that it has not dealt
with any broker in connection with the negotiation, execution, or delivery of
this Lease.
ARTICLE XXVIII. COMPLIANCE WITH LAW.
Section 28.01. Lessee shall, at its sole cost and expense, comply or cause
compliance with any notices of violations of any' laws and regulations of
federal, state, municipal and local governments, departments, commissions and
boards, pursuant to law, which may impose any violation, order or duty upon
Lessee with respect to the Premises, arising out of Lessee's use thereof.
Notwithstanding the foregoing, Lessee may contest or appeal such violations,
requirements or orders and shall not be required to comply therewith if Lessee
shall contest same by appropriate proceedings and shall not subject Lessor to
criminal liability or material civil liability provided Lessee shall give such
reasonable security during the pendency of such contest as shall be requested by
Lessor with respect to any costs, fines, expenses, penalties or damages which
may be imposed on Lessor by reason of Lessee's contest; provided, however, that
during any such contest, Lessee shall, unless prohibited by law (i) continue to
nay all rentals due under this Lease to Lessor and, (ii) continue operations of
the Premises in acccordance with the terms and conditions of this Lease. Upon
final resolution of any such contest, Lessee shall promptly comply with the
judgement, finding, or order.
ARTICLE XXIX. RELATIONSHIP OF PARTIES; DEFINITION OF LESSOR; DEFINITION OF
LESSEE.
Section 29.01. Nothing contained in this Lease shall be construed to
create the relationship of principal and agent, partnership, joint venture, or
any other relationship between the parties hereto other than the relationship
of landlord and tenant Nothing contained in this Lease shall in any way impose
any liability upon the stockholders, officers or directors of Lessor or
stockholders, officers, directors or trustees of Lessee, should such parties be
corporate entities.
Section 29.02. The term "Lessor" as used herein, means Lessor named herein
and any subsequent owner of Lessor's estate hereunder, but any owner of Lessor's
estate shall be relieved of all liability under this Lease, after the date it
ceases to be the owner of Lessor's estate (except for any liability arising or
accruing prior to such date) provided the party succeeding to Lessor's estate
shall have executed an agreement of assumption and assignment of Lessor's
estate; and further provided that any such assumption of liability is approved
in writing by Lessee, which approval shall not be unreasonably withheld.
Section 29.03. The term "Lessee" as used herein, means Lessee named herein
and any subsequent owner of Lessee's estate hereunder, which transfer of rights
by Lessee is subject to Lessor's consent which consent will not be unreasonably
withheld.
ARTICLE XXX. OPTION TO PURCHASE THE PREMISES.
Section 30.01. Lessee shall have the right and option to purchase the
premises at any time prior to the termination of this Lease or any renewal
thereof for a sum equal to the balance of unpaid principal and accrued interest
due on the Note attached hereto as Exhibit A, or such renewal or other
promissory note obtained by Lessor with the consent of Lessee as may at that
time be in existence; plus any additional amounts expended by
16
<PAGE>
ARTICLE XXI. OPTION TO PURCHASE THE PREMISES.
Section 31.01. Lessee shall have the right and option to purchase the
premises at any time prior to the termination of this Lease or any renewal
thereof for a sum equal to the balance of unpaid principal and accrued interest
due on the Note attached hereto as Exhibit A, or such renewal or other
promissory note obtained by Lessor with the consent of Lessee as may at that
time be in existence; plus any additional amounts expended by Lessor upon or
for the benefit of the Premises as provided for herein.
Section 31.02. In the event Lessee desires to exercise its right to
purchase prior to the end of the Lease Term, Lessee shall notify Lessor in
writing of its intention at any time during the Lease Term, and closing shall
occur within thirty (30) days of the receipt of said notice by Lessor. Lessor
shall convey title to the Premises to Lessee/Purchaser by deed warranting title
to the Premises against the claims of all persons claiming by, through or under
Lessor/Seller. Lessee/Purchaser shall be responsible for all closing costs
associated with said purchase.
IN WITNESS WHEREOF, Lessor and Lessee have caused this Lease to be signed
and seal in duplicate, each serving as an original, by their respective duly
authorized officers, the day and year first above written.
LESSOR:
DEVELOPMENT AUTHORITY OF
APPLING COUNTY (L.S.)
By: /s/ Mike Cleland
------------------------------
Mike Cleland, Chairman
Attest: /s/ H. Hollis Crummey
----------------------------
H. Hollis Crummey, Secretary
(AUTHORITY SEAL)
Signed, sealed and delivered,
this 5 day of April, 1999,
in the presence of:
/s/
- --------------------------------
Unofficial Witness
/s/ Jane Coleman
- --------------------------------
Notary Public
Appling County, Georgia
Commission Expires: 11-22-96
(NOTARY SEAL)
17
<PAGE>
LESSEE:
INTERNATIONAL PRESS
& SHEAR CORPORATION (L.S.)
By: /s/ Sidney Wildes
----------------------------
Sidney Wildes, President/CEO
By: /s/ Ted C. Flood
----------------------------
Ted C. Flood, CEO
(CORPORATE SEAL)
Signed, sealed and delivered,
this 5 day of April, 1996,
in the presence of:
/s/
- --------------------------------
Unofficial Witness
/s/ Jane Coleman
- --------------------------------
Notary Public
State of GA
County of Appling
Commission Expires: 11-22-96
(NOTARY SEAL)
<PAGE>
ASSIGNMENT OF EQUIPMENT WARRANTIES
STATE OF GEORGIA
COUNTY OF APPLING
THIS ASSIGNMENT, made and entered into this 10th day of December, 1999, by
and between International Press and Shear Corp., a Georgia corporation,
hereinafter referred to as "IPSC", and IPS Balers Inc., a Georgia corporation,
hereinafter referred to as "IPSB";
WITNESSETH:
WHEREAS, IPSC and IPSB entered into an Asset Purchase and Sale Agreement
dated as of December 10, 1999 (the "Agreement"), providing for the sale and
transfer of the assets connected with the operation of the baler manufacturing
facility located at 396 Frost Industrial Boulevard Baxley, Appling County,
Georgia; and
WHEREAS, there are various items of personal property and equipment
located upon the said premises that may have various warranties and/or
guarantees relating to said property and equipment given by the manufacturer or
seller of the property or equipment (hereinafter referred to as "Warranties");
NOW, THEREFORE, for and in consideration of the sum of Ten Dollars
($10.00) and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereby agree as follows:
1. IPSC hereby transfers, assigns and conveys unto IPSB, its successors
and assigns, all of IPSC's right, title and interest it may have in and to the
Warranties.
2. IPSC warrants that it has not previously assigned any interest in the
Warranties in whole or in part.
3. By this Assignment, IPSC makes no warranties on its own as to title,
ownership, or duration of the Warranties it may have. Further, IPSC makes no
guarantee that the Warranties are assignable.
4. IPSC agrees to execute such additional documents as may be reasonably
required to assign any interest it may have in any Warranties upon request by
IPSB.
5. The terms and provisions hereof shall extend to and be binding upon the
parties hereto, their successors and assigns.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
signed and
<PAGE>
sealed in duplicate by their duly authorized officers on the day and year first
above written.
INTERNATIONAL PRESS AND SHEAR CORP. (L.S.)
By: /s/ Ted C. Flood
--------------------------------
Ted C. Flood, Secretary
(CORPORATE SEAL)
18
<PAGE>
ASSIGNMENT OF INTEREST IN PATENT
STATE OF GEORGIA
COUNTY OF APPLING
THIS ASSIGNMENT, made and entered into this 10th day of December, 1999, by
and between, and International Press and Shear Corp. ("IPSC"), a Georgia
corporation and Waste Technology Corp. ("WasteTech"), a Delaware corporation,
sometimes hereinafter jointly referred to as the "Assignors", parties of the
first part, and IPS Balers Inc. ("IPSB") a Georgia corporation, party of the
second part.
WITNESSETH:
WHEREAS, IPSC and IPSB entered into an Asset Purchase and Sale Agreement
dated as of December 10, 1999 (the "Agreement"), providing for the sale and
transfer of the assets connected with the operation of the baler manufacturing
facility located at 396 Frost Industrial Boulevard Baxley, Appling County,
Georgia; and
WHEREAS, WasteTech owns all of the issued and outstanding stock of IPSC,
and has guaranteed IPSC's warranties and representations contained in the
Agreement; and
WHEREAS, the agreement provides for the conveyance of all of the interest
of IPSC and WasteTech in and to U.S. Patent No. 5,845,568 for the "hinged side
baler" issued December 8, 1998 to and held by F.F. (Sonny) Rosser Jr.
("Rosser"), and in which Assignors claim an interest (hereinafter the Patent);
NOW, THEREFORE, for and in consideration of the sum of Ten Dollars
($10.00), the consideration set forth in the Agreement, and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereby agree as follows:
1. IPSC and WasteTech hereby transfer, assign, convey and relinquish unto
JPSB, its successors and assigns, all interest the Assignors have or may have in
and to the Patent.
2. Assignors warrant that they, or either of them, have not previously
assigned any interest in the Patent in whole or in part.
3. Assignors make no warranty as to title or ownership the Patent; this
Assignment being a conveyance of any rights or title either ISPC or WasteTech
may have as Rosser's employer and in the financing of the Patent application
process, and a relinquishment in favor of ISPB of rights of ownership to the
Patent previously claimed.
<PAGE>
4. IPSC agrees to execute such additional documents as may be reasonably
required to assign any interest it may have in the Patent upon request by IPSB.
5. This Assignment is made in further consideration of ISPB's obligation
to sublicense the right to manufacture certain Patented items if ISPB acquires
rights to the Patent from Rosser, as provided in Section 11 of the Agreement.
6. The terms and provisions hereof shall extend to and be binding upon the
parties hereto, their successors and assigns.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
signed and sealed in duplicate by their duly authorized officers on the day and
year first above written.
INTERNATIONAL PRESS AND SHEAR CORP. (L.S.)
By: /s/ Ted C. Flood
---------------------------------
Ted C. Flood, Secretary
(CORPORATE SEAL)
WASTE TECHNOLOGY CORP. (L.S.)
By: /s/ Ted C. Flood
---------------------------------
Ted C. Flood, CEO
(CORPORATE SEAL)
<PAGE>
SELLER'S COMPLIANCE CERTIFICATE
The undersigned hereby certifies as follows:
1. He is President/CEO of Waste Technology Corp., a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware ("WasteTech").
2. He is Secretary of International Press and Shear Corp., a corporation
duly organized, validly existing and in good standing under the laws of the
State of Georgia ( "IPSC").
3. The representations and warranties of WasteTech and IPSC contained in
the Asset Purchase Agreement dated as of December 10, 1999 (the "Purchase
Agreement") by and among WasteTech and IPSC as Seller, and IPS Balers Inc. as
Buyer, are true and correct in all material respects at and as of the date
hereof with the same effect as though all such representations and warranties
were made at and as of the date hereof.
4. WasteTech and IPSC have performed or complied, in all material
respects, with all of the covenants and obligations required by the Purchase
Agreement to be performed or complied with by WasteTech and IPSC at or prior to
the date hereof.
IN WITNESS WHEREOF, the undersigned has executed this Certificate this
10th day of December, 1999.
/s/ Ted C. Flood
------------------------------
Ted C. Flood
CEO, Waste Technology Corp.
Secretary, International Press
and Shear Corporation
<PAGE>
CERTIFICATE OF RESOLUTION
AND CERTIFICATION OF INCUMBENCY
The undersigned, having been duly elected and serving as Vice President of
International Press and Shear Corp., a Georgia corporation (the "Corporation"),
hereby certifies as follows:
1. At a duly called meeting of the board of directors of the Corporation
held pursuant to legal notice requirements, at which a quorum was present and
acting throughout, the board adopted a Resolution authorizing the sale of
substantially all of the assets of the Corporation located at and associated
with the operation of the Corporation's facility at 306 Frost Industrial
Boulevard, Baxley, Georgia, in accordance with the terms of that certain Asset
Purchase and Sale Agreement dated as of December 10, 1999 between the
Corporation as Seller and IPS Balers Inc. as Buyer (the "Agreement").
2. The said Resolution was validly adopted, is within the power of the
directors of the Corporation, does not or has received any required shareholder
approval, has not been rescinded or modified, and remains in full force and
effect.
3. The Secretary of the Corporation is authorized to execute any documents
necessary to effectuate the sale of said assets to IPS Balers Inc. in accordance
with the terms of the Agreement.
4. Set forth hereinbelow is the genuine signature of the said authorized
officer of the Corporation.
Name Office Signature
Ted C. Flood Secretary /s/ Ted C. Flood
----------------
5. The Corporation is validly existing and in good standing in the State
of Georgia.
SO CERTIFIED, this 10th day of December, 1999.
/s/ Morton S. Robson
-----------------------------------
Morton S. Robson, Vice President
International Press and Shear Corp.
(CORPORATE SEAL)
<PAGE>
CERTIFICATE OF RESOLUTION
AND CERTIFICATION OF INCUMBENCY
The undersigned, having been duly elected and serving as Vice President of
Waste Technology Corp., a Delaware corporation (the "Corporation"), hereby
certifies as follows:
1. At a duly called meeting of the board of directors of the Corporation
held pursuant to legal notice requirements, at which a quorum was present and
acting throughout, the board adopted a Resolution authorizing the sale of
substantially all of the assets of the Corporation' wholly owned subsidiary
International Press and Shear Corp. ("IPSC"), a Georgia corporation, located at
and associated with the operation of the IPSC's facility at 306 Frost Industrial
Boulevard, Baxley, Georgia, in accordance with the terms of that certain Asset
Purchase and Sale Agreement dated as of December 10, 1999 between IPSC as
Seller and IPS Balers Inc. as Buyer (the "Agreement").
2. The said Resolution was validly adopted, is within the power of the
directors of the Corporation, does not or has received any required shareholder
approval, has not been rescinded or modified, and remains in full force and
effect.
3. The CEO of the Corporation is authorized to execute any documents
necessary to effectuate the sale of said assets to IPS Balers Inc. in accordance
with the terms of the Agreement.
4. Set forth hereinbelow is the genuine signature of the said authorized
officer of the Corporation.
Name Office Signature
Ted C. Flood CEO /s/ Ted C. Flood
----------------
5. The Corporation is validly existing and in good standing in the state
of its incorporation and in the state of Florida.
SO CERTIFIED, this 10th day of December, 1999.
/s/ Morton S. Robson
-------------------------------
Morton S. Robson, Vice President
Waste Technology Corp.
(CORPORATE SEAL)
<PAGE>
AFFIDAVIT
OF TITLE TO BUSINESS
AND
IN COMPLIANCE WITH BULK TRANSFER ACT
STATE OF GEORGIA
COUNTY OF APPLING
Personally appeared before the undersigned attesting officer, duly
authorized to administer oaths in and for said State and County, Ted C. Flood,
who, being duly sworn on oath, deposes and states upon personal knowledge as
follows:
1.
Deponent is a resident of Duval County, Florida, of legal age and sui
juris, and is Secretary of International Press & Shear Corp. ("IPSC"), a Georgia
corporation, which owns and operates a baling press manufacturing business at
396 Frost Industrial Boulevard, Baxley, Appling County, Georgia
(the "Business").
2.
IPSC is as of the date hereof the sole owner of the Business (except land
and building leased from the Development Authority of Appling County) and all of
the assets thereof with full right to sell, transfer and deliver the same.
3.
The assets of the Business, including all of the Purchased Assets as
defined in the Asset Purchase Agreement entered into between IPSC and IPS Balers
Inc. dated as of December 10, 1999 are free and clear of all debts,
liabilities, obligations and encumbrances, other than as set forth in Exhibit A
attached hereto.
4.
The list of Accounts Payable attached as Exhibit F to the said Asset
Purchase Agreement is true and accurate as of the date hereof.
5.
There are no suits pending or threatened or outstanding judgments rendered
against IPSC or the Business in any Court of the States of Georgia or Florida or
elsewhere in the United States of America, and there are no replevins,
attachments, executions or other writs, summonses or processes issued against
it; that IPSC has not filed any petition in bankruptcy, nor has any petition in
<PAGE>
bankruptcy been filed against it, and IPSC has not been adjudicated a bankrupt,
or been granted any order of relief by any bankruptcy court.
6.
This affidavit is made to induce IPS Balers Inc. (and Sidney Wildes and
Forrest Wildes as Guarantors of certain Assumed Liabilities) to accept the
transfer of the assets of IPSC, but not the Business itself, and to pay the
consideration therefor specified in the Asset Purchase Agreement dated as of
December 10, 1999.
7.
This affidavit is further given for the benefit of the said purchaser in
compliance with the Georgia Uniform Commercial Code Bulk Transfer Act.
This 10th day of December, 1999.
/s/ Ted C. Flood
----------------
Ted C. Flood
Sworn to and subscribed before me,
this _____ day of December, 1999:
___________________________________
Notary Public
(NOTARY SEAL)
<PAGE>
EXHIBIT A
(a) EIP Note made by IPSC in favor of Appling County, Georgia in the
original principal amount of $250,000.00, secured by machinery and equipment,
with a current balance of approximately $140,000.
(b) Guaranty of Note dated April 5, 1996 made by the Development Authority
of Appling County in favor of SouthTrust Bank of Florida, NA, in the original
principal amount of $720,000, with a current balance of approximately
$669,193.38.
(c) Lessee's obligations under the Lease with Option to Purchase entered
into between the Development Authority of Apling County as Lessor and IPSC as
Lessee dated April 1, 1996.
(d) Guaranty of Note made by AmeriSouth Recycling of Alabama Inc. in favor
of SunTrust Bank, Southeast Georgia NA, in the original principal amount of
$215.000, with a current balance of approximately $203,750.
(e) Accounts payable of IPSC listed on Exhibit F attached to the Asset
Purchase Agreement entered into between IPSC as Seller and IPSB as Buyer dated
as of December 10, 1999, except the $4250.00 payable to Collins Company for
repair of lightning damage to the telephone system.
(f) Customer deposits listed on Exhibit G to the said Asset Purchase
Agreement.
<PAGE>
CERTIFICATE REGARDING BROKER
SELLER: International Press and Shear Corp.
BUYER: IPS Balers Inc.
ASSETS: Assets associated with operation of Seller's
manufacturing facility in Baxley, GA
DATE: December 10, 1999
Seller and Purchaser each represent that neither has had any dealings with
any real estate or business broker or agent in connection with the negotiation
of the referenced sale and purchase transaction; and no real estate or business
broker or agent is entitled to any fee or commission in connection with this
transaction.
SELLER:
INTERNATIONAL PRESS AND SHEAR CORP.
By: /s/ Ted C. Flood
-----------------------
Ted C. Flood, Secretary
BUYER:
IPS BALERS INC.
By: /s/ Sidney Wildes
-----------------------
Sidney Wildes, CEO
<PAGE>
BUYER'S COMPLIANCE CERTIFICATE
The undersigned hereby certifies as follows:
1. He is President/CEO of IPS Balers Inc., a corporation duly organized,
validly existing and in good standing under the laws of the State of Georgia
("IPSB").
3.The representations and warranties of IPSB contained in the Asset
Purchase Agreement dated as of December 10, 1999 (the "Purchase Agreement")
by and among Waste Technology Corp. and International Press and Shear Corp. as
Seller, and IPSB as Buyer, are true and correct in all material respects at and
as of the date hereof with the same effect as though all such representations
and warranties were made at and as of the date hereof.
4. IPSB has performed or complied, in all material respects, with all of
the covenants and obligations required by the Purchase Agreement to be performed
or complied with by IPSB at or prior to the date hereof.
IN WITNESS WHEREOF, the undersigned has executed this Certificate this
10th day of December, 1999.
/s/ Sidney Wildes
----------------------
Sidney Wildes, CEO
IPS Balers Inc.
<PAGE>
ASSIGNMENT AND ASSUMPTION OF ACCOUNTS
THIS ASSIGNMENT, made and entered into this 10th day of December, 1999, by
and between International Press and Shear Corp., a Georgia corporation,
hereinafter referred to as "Seller", and IPS Balers Inc., a Georgia corporation,
hereinafter referred to as "Buyer".
W I T N E S S E T H :
WHEREAS, Seller and Buyer entered into an Asset Purchase and Sale
Agreement dated as of December 10, 1999, (the "APA") providing for the sale and
transfer of substantially all of the assets connected with the operation of
Seller's baler manufacturing facility operated by IPSC in Baxley, Georgia (the
"Business"); and
WHEREAS, the APA specifically provided for the transfer of accounts
receivable to Buyer and the assumption by Buyer of Seller's accounts payable;
NOW, THEREFORE, for and in consideration of the sum of Ten Dollars
($10.00) and other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties hereby agree as follows:
1. Seller hereby conveys to Buyer all Accounts Receivable associated with
the operation of the Business. All rights of Collection of said accounts and
proceeds therefrom are hereby assigned to Buyer.
2. Buyer hereby assumes and agrees to pay Seller's Accounts Payable as
listed on Exhibit F to the APA, with the exception of the Collins Company
payable for which Seller will remain liable.
3. Seller warrants that it has not previously assigned the Accounts
Payable or any interest therein, except as collateral for loans which are being
paid off or a release of such Accounts obtained, as of Closing. Seller makes no
warranties as to the validity or collectibility of any of the Accounts, and this
assignment is without recourse to Seller.
4. Buyer hereby assumes and agrees to fully perform all of the Seller's
obligations with respect to the assumed Accounts Payable.
5. The terms and provisions hereof shall extend to and be binding upon the
parties hereto and their respective successors and assigns.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
signed and sealed by their duly authorized officers on the day and year first
above written.
INTERNATIONAL PRESS AND SHEAR CORP. (L.S.)
By: /s/ Ted C. Flood
-----------------------
Ted C. Flood, Secretary
(CORPORATE SEAL)
Page 1
<PAGE>
IPS BALERS INC. (L.S.)
By: /s/ Sidney Wildes
----------------------
Sidney Wildes, CEO
(CORPORATE SEAL)
Page 2
<PAGE>
CERTIFICATION AS TO PAYMENT OF TAXES
SELLER: International Press and Shear Corp.
BUYER: IPS Balers Inc.
ASSETS: Assets associated with operation of Seller's manufacturing
facility in Baxley, GA
DATE: December 10, 1999
The undersigned jointly and severally certify that all federal, state and
local taxes of every type related to the operations of Seller's manufacturing
facility at 396 Frost Industrial Boulevard, Baxley, Appling County, Georgia,
including without limitation income, sales, ad valorem, withholding and payroll
taxes, which are due have been paid and no delinquencies exist; and further that
all such taxes which have accrued or otherwise become due shall be paid on or
before the due date thereof. The undersigned shall jointly and severally
indemnify and hold Buyer IPS Balers Inc., Forrest H. Wildes and Sidney Wildes
harmless from and against any liability whatsoever for any and all such taxes,
including taxes, penalties, interest, fines, reasonable attorneys' fees and all
costs of negotiation and/or litigation, which may be claimed or assessed against
Buyer and/or said individuals.
This 10th day of December, 1999.
INTERNATIONAL PRESS AND SHEAR CORP. (L.S.)
By: /s/ Ted C. Flood
-----------------------
Ted C. Flood, Secretary
(CORPORATE SEAL)
WASTE TECHNOLOGY CORP. (L.S.)
By: /s/ Ted C. Flood
-----------------------
Ted C. Flood, CEO
(CORPORATE SEAL)
<PAGE>
BILL OF SALE
FOR VALUE RECEIVED, and pursuant to the terms and condition of the Asset
Purchase and Sale Agreement dated as of December 10, 1999 (the "Agreement")
entered into by and between Seller and Buyer herein,
INTERNATIONAL PRESS AND SHEAR CORP.
a Georgia corporation qualified and doing business in the State of Georgia,
(hereinafter referred to as "Seller") does hereby grant, bargain, sell, assign,
transfer and convey unto
IPS BALERS INC.
a Georgia corporation, (hereinafter referred to as "Buyer"), all of the assets
of Seller described, identified or referred to in the Agreement, including
without limitation the following (the "Purchased Assets"):
(a) all machinery, equipment, furnishings, fixtures, appliances, and
computer programs utilized by Seller in connection with the operation of its
baler manufacturing business at 396 Frost Industrial Boulevard, Baxley, Georgia
(the "Business"), specifically including but not limited to the items listed on
Exhibit A.
(b) all inventory, parts, finished goods, work-in-process, and orders
associated with the Business;
(c) all rights, licenses, permits, contract rights, patent rights (subject
to Section 11 of the Agreement), warranty rights against suppliers, accounts
receivable and bank accounts associated with the Business;
(d) the "International Press and Shear", "IPS" and "IPS Balers" names,
logos, web sites/domains; telephone and fax numbers, listings, and other such
rights and identities associated with the Business;
(e) All other assets of Seller relating to the Business, except the
Excluded Liabilities as identified in the Agreement.
TO HAVE AND TO HOLD the Purchased Assets unto Buyer, its successors and
assigns, to its only proper use, benefit and behalf forever.
SELLER WARRANTS the right and title to the Assets unto Buyer to be free
and clear of any and all liens, encumbrances or any other claim against title
except as listed on Exhibit B; and Seller will indemnify and hold Buyer harmless
against any such adverse claim.
SELLER COVENANTS that it will do or cause to be done all such further
acts, and shall execute and deliver, or cause to be executed and delivered, all
transfers, assignments, conveyances, evidences of title and other documents
necessary or desirable to put Buyer in actual possession and operating control
of the Assets. Seller hereby constitutes and appoints Buyer its true and lawful
attorney, with full power of substitution, in Seller's name and stead, for the
account and benefit of Buyer to do all acts and things in relation to the
Assets, as reasonably necessary and in accordance
Page 1
<PAGE>
with the terms of the Agreement, to execute any and all legal or administrative
documents or pursue any proceedings to assert or enforce any claim, right or
title in or to any of the Assets.
IN WITNESS WHEREOF, Seller has caused this instrument to be signed and
sealed by its duly authorized officers, this 10th day of December 1999.
INTERNATIONAL PRESS AND SHEAR CORP. (L.S.)
By: /s/ Ted C. Flood
-----------------------
Ted C. Flood, Secretary
(CORPORATE SEAL)
WASTE TECHNOLOGY CORP. (L.S.)
By: /s/ Ted C. Flood
-----------------------
Ted C. Flood, CEO
(CORPORATE SEAL)
<PAGE>
January 29, 1997
5:19 pm Page 1
IPS
DEPRECIATION EXPENSE REPORT
for DBH Books FY = 10
as of 10/97
BUILDINGS
<TABLE>
<CAPTION>
10/96
==================================================================================================
In Svc Acquired Dep P Est Salvage/ Depreciable Thru Prior Accum
SYS No Date Value Meth T Life Sect 179 Basis Date Depreciation
- ------ ------ ------- ---- - ----- -------- ----------- ---- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
000006 10/06/95 6928.80 DH200 P 05 00 0.00 6928.80 10/96 2771.52
SPRAY BOOTH-BARTON
000007 10/31/95 595283.86 SLMM R 31 06 0.00 595283.86 10/96 18897.90
BUILDING
000008 10/31/95 51661.55 SLMM R 31 06 0.00 51661.55 10/96 1640.05
CRANES
000009 11/01/95 578317.97 SLMM R 31 06 0.00 578317.97 10/96 18359.30
BLDG IMPRV 96
000010 11/01/95 88359.38 SLMM R 31 06 0.00 88359.38 10/96 2805.06
ADDITIONS TO CRANES
000011 11/01/95 31559.36 SLMM R 31 06 0.00 31559.36 10/96 1001.89
PAINT BLDG 96
000012 09/30/96 7078.80 SLMM R 31 06 0.00 7078.80 10/96 18.74
2 TON HOIST (40 TON x 18')
Count= 7 ------------ ---- ---------- --------
Class: B
1359189.72 0.00 1359189.72 45494.46
Less disposals 0.00 0.00 0.00 0.00
------------ ---- ---------- --------
Net 1359189.72 0.00 1359189.72 45494.46
No additions
<CAPTION>
A/D
96/97 Depe EXP 10-31-97
================================================================================
Depreciation Current Year Curr Accum
SYS No This Run to Date Depreciation
- ------ ------------ ------------ ------------
<C> <C> <C> <C> <C>
000006 1662.91 1662.91 4434.43
000007 18897.90 18897.90 37795.80
000008 1640.05 1640.05 3280.10
000009 18359.30 18359.30 36718.60
000010 2805.06 2805.06 5610.12
000011 1001.89 1001.89 2003.78
000012 224.72 224.72 243.46
Count= 7 -------- -------- --------
Class:
44591.83 44591.83 90086.29
Less disposals 0.00
-------- -------- --------
Net 44591.63 44591.83 90086.29
========
A/D 10.31.98 $134,012
========
</TABLE>
EXHIBIT A
PAGE 1 OF 11
<PAGE>
January 29, 1997
5:19 pm Page 2
IPS
DEPRECIATION EXPENSE REPORT
for DBH Books FY = 10
as of 10/97
COMPUTER EQUIPMENT
<TABLE>
<CAPTION>
10/31/96
==================================================================================================
In Svc Acquired Dep P Est Salvage/ Depreciable Thru Prior Accum
SYS No Date Value Meth T Life Sect 179 Basis Date Depreciation
- ------ ------ ------- ---- - ---- -------- ----------- ---- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
000013 07/20/95 5628.00 DH200 P 05 00 00.0 5628.00 10/96 2420.04
PENTIUM 100-DRAFTECH
000014 07/20/95 5628.00 DH200 P 05 00 00.0 5628.00 10/96 2420.04
PENTIUM 100- DRAFTECH
000015 07/20/95 173.25 DH200 P 05 00 0.00 173.25 10/96 74.50
BATTERY BU- DRAFTECH
000016 07/20/95 173.25 DH200 P 05 00 0.00 173.25 10/96 74.50
BATTERY BU- DRAFTECH
000017 07/20/95 1993.95 DH200 P 05 00 0.00 1993.95 10/96 857.40
LASERJET 4P- DRAFTECH
000018 07/20/95 2835.00 DH200 P 05 00 0.00 2835.00 10/96 1219.05
AUTOCAD R12 110-10971276 (DRAFTECH)
000019 07/20/95 2940.00 DH200 P 05 00 0.00 2940.00 10/96 1264.20
AUTOCAD R13CD 110-11209097(DRAFTECH)
000020 07/20/95 1417.50 DH200 P 05 00 0.00 1417.50 10/96 609.53
DESIGNER 130-1016667 (DRAFTECH)
000021 07/26/95 138.86 DH200 P 05 00 0.00 138.86 10/96 59.71
MONITOR (DRAPTECH)
000022 06/30/95 1054.00 DH200 P 05 00 0.00 1054.00 10/96 453.22
AUTOCAD (DEWBERRY)
000023 06/08/95 1102.50 DH200 P 05 00 0.00 1102.50 10/96 474.08
HP LASERJET (DYNAMIC)
000024 06/13/95 3333.75 DH200 P 05 00 0.00 3333.75 10/96 1433.51
P5-90 COMPUTER (DYNAMIC)
000025 11/27/95 6791.60 DH200 P 05 00 0.00 6791.60 10/96 1358.32
GREAT PLAINS (HILBURN)
000026 11/30/95 1023.75 DH200 P 05 00 0.00 1023.75 10/96 204.75
PLC SLC PROGRAMMING (ACE)
000027 05/20/96 1055.25 DH200 P 05 00 0.00 1055.25 10/96 211.05
GREAT PLAINS (HILBURN)
000028 11/30/95 2187.15 DH200 P 05 00 0.00 2187.15 10/96 437.43
DX4 PC 560MB W/HAYES, REACHOUT (DYNAMIC)
000029 12/31/95 2673.65 DH200 P 05 00 0.00 2673.65 10/96 534.73
HP LASERJET, OKIDATA, NOVELL V3.12 (DYNAMIC)
000030 12/13/95 6259.40 DH200 P 05 00 0.00 6259.40 10/96 1251.88
P5-75 PC, 2 MONITORS, APC SMARTUPS, DCS SERVER, TAPE BU, ETHERNET CA
000031 01/26/96 1887.86 DH200 P 05 00 0.00 1887.86 10/96 377.57
NEC V5O NOTEBOOK W/ACCESSORIES (DYNAMIC)
000032 12/31/95 2141.60 DH200 P 05 00 0.00 2141.60 10/96 428.32
GREAT PLAINS (HILBURN)
000051 09/30/95 1075.00 DH200 P 05 00 0.00 1075.00 10/96 462.25
HP LASERJET (DYNAMIC)
000052 01/17/96 399.00 DH200 P 05 00 0.00 399.00 10/96 79.80
386 COMPUTER (JOHNSON'S OFFICE)
000033 01/21/96 546.96 DH200 P 05 00 0.00 546.96 10/96 109.39
15" MONITOR, KEYBRD, MOUSE (DYNAMIC)
000034 02/08/96 2082.90 DH200 P 05 00 0.00 2082.90 10/96 416.58
P-75 PC W/CD ROM (DYNAMIC)
000035 02/26/96 871.27 DH200 P 05 00 0.00 871.27 10/96 174.25
OKIDATA ML-591/APC BACKUPS (DYNAMIC)
000036 03/15/96 2224.94 DH200 P 05 00 0.00 2224.94 10/96 444.99
LAPTOP NEC V5O TFT W/ACCESSORIES (DYNAMIC)
<CAPTION>
DEPR EXP A/D
96/97 10.31.97
==================================================================
Depreciation Current Year Curr Accum
SYS No This Run to Date Depreciation
- ------ ------------ ------------ ------------
<S> <C> <C> <C>
000013 1283.18 1283.18 3703.22
000014 1283.18 1283.18 3703.22
000015 39.50 39.50 114.00
000016 39.50 39.50 114.00
000017 454.62 454.62 1312.02
000018 646.38 646.38 1865.43
000019 670.32 670.32 1934.52
000020 323.19 323.19 932.72
000021 31.66 31.66 91.37
000022 240.31 240.31 693.53
000023 251.37 251.37 725.45
000024 760.10 760.10 2193.61
000025 2173.31 2173.31 3531.63
000026 327.60 327.60 532.35
000027 337.68 337.68 548.73
000028 699.69 699.89 1137.32
000029 855.57 855.57 1390.30
000030 2003.01 2003.01 3254.89
000031 604.12 604.12 981.69
000032 685.31 685.31 1113.63
000051 245.10 245.10 707.35
000052 127.68 127.68 207.48
000033 175.03 175.03 284.42
000034 666.53 666.53 1083.11
000035 278.81 278.81 453.06
000036 711.98 711.98 1156.97
</TABLE>
<PAGE>
January 29, 1997
5:19 pm Page 3
IPS
DEPRECIATION EXPENSE REPORT
for DBH Books FY = 10
as of 10/97
COMPUTER EQUIPMENT
<TABLE>
<CAPTION>
==================================================================================================
In Svc Acquired Dep P Est Salvage/ Depreciable Thru Prior Accum
SYS No Date Value Meth T Life Sect 179 Basis Date Depreciation
- ------ ------ ------- ---- - ---- -------- ----------- ---- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
000037 04/22/96 1941.00 DH200 P 05 00 0.00 1941.00 10/96 388.20
P100 PC (DYNAMIC)
000038 04/22/96 1658.00 DH200 P 05 00 0.00 1658.00 10/96 331.60
586/133 PC (DYNAMIC)
000039 04/22/96 1658.00 DH200 P 05 00 0.00 1658.00 10/96 331.60
586/133 PC (DYNAMIC)
000040 04/22/96 237.14 DH200 P 05 00 0.00 237.14 10/96 47.43
APC BACKUPS PRO 280 PNP (DYNAMIC)
000041 04/22/96 237.14 DH200 P 05 00 0.00 237.14 10/96 47.43
APC BACKUPS PRO 280 PNP (DYNAMIC)
000042 04/22/96 237.14 DH200 P 05 00 0,00 237.14 10/96 47.43
APC BACKUPS PRO 280 PNP (DYNAMIC)
000043 04/22/96 237.14 DH200 P 05 00 0.00. 237.14 10/96 47.43
APC BACKUPS PRO 280 PNP (DYNAMIC)
000044 04/22/96 237.14 DH200 P 05 00 0.00 237.14 10/96 47.43
APC BACKUPS PRO 280 PNP (DYNAMIC)
000045 05/29/96 265.00 DH200 P 05 00 0.00 265.00 10/96 53.00
HP DESKJET 6OOC (DYNAMIC)
000046 05/29/96 265.00 DH200 P 05 00 0.00 265.00 10/96 53.00
HP DESKJET 6OOC (DYNAMIC)
000047 05/29/96 535.30 DH200 P 05 00 0.00 535.30 10/96 107.06
OKIDATA 590 DOT MATRIX (DYNAMIC)
000048 05/02/96 1000.00 DH200 P 05 00 0.00 1000.00 10/96 200.00
AST 910N NOTEBOOK PC W/MODEM (LIEBOLD)
000049 05/17/96 1845.99 DH200 P 05 00 0.00 1845.99 10/96 369.20
SAGER P-75 TFT W'CD ROM 28.8 CELLULAR CAP (DYNAMIC)
000050 05/21/96 7269.16 DH200 P 05 00 0.00 7269.16 10/96 1453.83
PENTIUM 100PC,MODEM,MONITOR,CD ROM,64 VIDEO (DRAFTECH)
Count= 40 -------- ---- -------- --------
Class: CE
75261.54 0.00 75261.54 21375.73
Less disposals 0.00 0.00 0.00 0.00
-------- ---- -------- --------
Net 75261.54 0.00 75261.54 21375.73
10-24.97 NETWORK SYSTEM 2946.78 MACRS 5
10-23-97 PENTIUM II Z66MHZ SYSTEM 1,961.00 MACRS 5
10-23-97 HP 6L LASER PRINTER 477.00 MACRS 5
10-17-97 15" SOCOS MONITOR 341.80 MACRS 5
----------
TOTALS 10-31-97 $80,988.12
==========
11-11-97 SERVER UPGRADE 1,276.52 MACRS 5
<CAPTION>
===================================================================================================
Depreciation Current Year Curr Accum
SYS No This Run to Date Depreciation
- ------ ------------ ------------ ------------
<S> <C> <C> <C>
000037 621.12 621.12 1009.32
000038 530.56 530.56 862.16
000039 530.56 530.56 862.16
000040 75.88 75.88 123.31
000041 75.88 75.88 123.31
000042 75.88 75.88 123.31
000043 75.88 75.88 123.31
000044 75.88 75.88 123.31
000045 84.80 84.80 137.80
000046 84.80 84.80 137.80
000047 171.30 171.30 278.36
000048 320.00 320.00 520.00
000049 590.72 590.72 959.92
000050 2326.13 2326.13 3779.96
Count= 40 -------- -------- --------
Class:
21554.32 21554.32 42930.05
Less disposals 0.00
-------- -------- --------
Net 21554.32 21554.32 42930.05
10-24.97 NETWORK SYSTEM 589.36 589.36
10-23-97 PENTIUM II Z66MHZ SYSTEM 392.20 392.20
10-23-97 HP 6L LASER PRINTER 95.40 95.40
10-17-97 15" SOCOS MONITOR 68.36 68.36
--------- ---------
TOTALS 10-31-97 22,699.64 44,075.37
--------- ---------
</TABLE>
<PAGE>
January 29, 1997
5:19 pm Page 4
IPS
DEPRECIATION EXPENSE REPORT
for DBH Books FY = 10
as of 10/97
MANUFACTURING EQUIPMENT
<TABLE>
<CAPTION>
10/96
===================================================================================================
In Svc Acquired Dep P Est Salvage/ Depreciable Thru Prior Accum
SYS No Date Value Meth T Life Sect 179 Basis Date Depreciation
- ------ ------ ------- ---- - ---- -------- ----------- ---- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
000097 06/30/95 604.46 DH200 P 05 00 0.00 604.46 10/96 259.92
FLOOR MODEL DRILL PRESS (ENCO)
000098 09/18/95 18900.00 DH200 P 05 00 0.00 18900.00 10/96 8127.00
CAT FORK LIFT TC1OOD (CARLTON)
000099 09/18/95 9135.00 DH200 P 05 00 0.00 9135.00 10/96 3928.05
CAT FORK LIFT TC6OD (CARLTON)
000100 09/28/95 3250.00 DH200 P 05 00 0.00 3250.00 10/96 1397.50
CAT FORK LIFT T40B (STONES)
000101 06/22/95 9406.40 DH200 P 05 00 0.00 9406.40 10/96 4044.75
WELDING MACMINES-4 (CV-300 U1950407716) HOLOX
000102 10/30/95 37935.40 DH200 P 05 00 0.00 37935.40 10/96 15174.16
WELDING MACHINES- 10 CV-600 (HOLOX)
000103 07/06/95 1295.79 DH200 P 05 00 0.00 1295.79 10/96 557.19
AIR GRINDER (SIP)
000104 08/04/95 1536.59 DH200 P 05 00 0.00 1536.59 10/96 660.73
DEFIANCE MACHINE
000105 09/29/95 425.00 DH200 P 05 00 0.00 425.30 10/96 182.75
AIR GUN (CSI)
000106 10/12/95 607.82 DH200 P 05 00 0.00 607.82 10/96 261.36
AIR GUN SYSTEM (CSI)
000107 10/26/95 1350.00 DH200 P 05 00 0.00 1350.00 10/96 580.50
MAGNETIC DRILL (GA FASTEN)
000108 10/25/95 698.06 DH200 P 05 00 0.00 698.06 10/96 300.16
CYLINDER/PUMP (SIP)
000109 10/01/95 5455.38 DH200 P 05 00 0.00 5455.38 10/96 2345.81
JIG TABLES-6
000110 10/05/95 4075.00 DH200 P 05 00 0.00 4075.00 10/96 1630.00
DRILL PRESS XD59 (BIBB)
000111 06/22/95 4410.00 DH200 P 05 00 0.00 4410.00 10/96 1896.30
BAND SAW M20411 (HOLOX)
000112 08/02/95 529.98 DH200 P 05 00 0.00 529.98 10/96 227.89
DRILL PRESS (ENCO)
000113 11/03/95 1577.06 DH200 P 05 00 0.00 1577.06 10/96 315.41
AC/DC HYPOT JR TESTER
000114 11/21/95 2060.59 DH200 P 05 00 0.00 2060.59 10/96 412.12
TRACK TORCH MACHINE 0200-0220 (HOLOX)
000115 11/30/95 9609.60 DH200 P 05 00 0.00 9609.60 10/96 1921.92
FACTORY CAT SWEEPER RBI-1013(MARK POPE)
000116 12/05/95 4882.50 DH200 P 05 00 0.00 4882.50 10/96 976.50
POWER UNIT 2 RAM TESTER AFP ATL 00499 (ORTON
000117 01/23/96 1167.42 DH200 P 05 00 0.00 1167.42 10/96 233.48
HEAVY DUTY C-2 VISES-2 (SIP)
000118 01/25/96 1078.46 DH200 P 05 00 0.00 1078.46 10/96 215.69
HEAVY DUTY C-2 VISES-2 (SIP)
000119 01/31/96 1800.00 DH200 P 05 00 0.00 1800.00 10/96 360.00
LINCOLN WELDER DC-250 (M DYAL)
000120 01/15/96 3150.35 DH200 P 05 00 0.00 3150.35 10/96 630.07
TIG WELDER (HOLOX)
000121 01/22/96 8714.54 DH200 P 05 00 0.00 8714.54 10/96 1742.91
LAYOUT TABLE (CHATHAM)
000122 02/09/96 8951.25 DH200 P 05 00 0.00 8951.25 10/96 1790.25
1600 SPRSY CHEMICAL NEUTRALIZER 55493 (FREEMONT)
<CAPTION>
DEPR EXPENSE
96/97 10 31 97
=========================================================
Depreciation Current Year Curr Accum
SYS No This Run to Date Depreciation
- ------ ------------ ------------ ------------
<S> <C> <C> <C>
000097 137.82 137.82 397.74
000098 4309.20 4309.20 12436.20
000099 2082.78 2082.78 6010.83
000100 741.00 741.00 2138.50
000101 2144.66 2144.66 6189.41
000102 9104.50 9104.50 24278.66
000103 295.44 295.44 852.63
000104 350.34 350.34 1011.07
000105 96.90 96.90 279.65
000106 138.58 138.58 399.94
000107 307.80 307.80 888.30
000108 159.16 159.16 459.32
000109 1243.83 1243.83 3589.64
000110 978.00 978.00 2608.00
000111 1005.48 1005.48 2901.78
000112 120.84 120.84 148.73
000113 504.66 504.66 820.97
000114 659.39 659.39 1871.51
000115 3075.07 3075.07 4996.99
000116 1562.40 1562.40 2538.98
000117 373.58 373.58 607.06
000118 345.11 345.11 560.80
000119 576.00 576.00 936.00
000120 1008.11 1008.11 1638.18
000121 2788.65 2788.65 4531.56
000122 2864.40 2864.40 4654.65
</TABLE>
<PAGE>
January 29, 1997
5:19 pm Page 5
IPS
DEPRECIATION EXPENSE REPORT
for DBH Books FY = 10
as of 10/97
<TABLE>
<CAPTION>
==================================================================================================
In Svc Acquired Dep P Est Salvage/ Depreciable Thru Prior Accum
SYS No Date Value Meth T Life Sect 179 Basis Date Depreciation
- ------ ------ ------- ---- - ---- -------- ----------- ---- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
000123 02/29/96 933.77 DH200 P 05 00 0.00 933.77 10/96 186.75
BATTERY POWERED 2000# LIFT MAGNAT (McCARR)
000124 02/29/96 340.80 DH200 P 05 00 0.00 340.80 10/96 68.16
FLYER PUSH TROLLEY 2000#-3 (McCARR)
000125 02/29/96 2541.40 DH200 P 05 00 0.00 2541.40 10/96 508.28
VALUSTAR CHAIN HOIST 2000#-2 (McCARR)
000126 02/29/96 945.85 DH200 P 05 00 0.00 945.85 10/96 189.17
VALUSTAR CHAIN HOIST 500# (McCARR)
000127 02/29/96 2230.09 DH200 P 05 00 0.00 2230.09 10/96 446.02
IDEALARC CV-300 WELDER (HOLOX)
000128 02/29/96 4202.55 DH200 P 05 00 0.00 4202.55 10/96 840.51
KALAMAZOO BAND SAW K20462 (HOLOX)
000129 03/19/96 11859.42 DH200 P 05 00 0.00 11859.42 10/96 2371.88
IDEALARC WELDERS DC-600 -3 (HOLOX)
000130 04/23/96 842.70 DH200 P 05 00 0.00 842.70 10/96 168.54
ELECTRICAL PARTS BIN (DBS)
000131 04/05/96 6323.70 DH200 P 05 00 0.00 6323.70 10/96 1264.74
INSTALL OF 3 WELDING MACHINES (DBS)
000132 02/29/96 779.84 DH200 P 05 00 0.00 779.84 10/96 155.97
NO DESCRIPTION (ASK JOE EUBANKS (ACE ELECTRIC
000133 06/28/96 1400.00 DH200 P 05 00 0.00 1400.00 10/96 280.00
USED TR45O STUDWELDER (BAY AREA CONTRACTORS)
000134 06/10/96 1344.42 DH200 P 05 00 0.00 1344.42 10/96 268.68
LIN LN25 W/INTERNAL CONTACTOR (HOLOX)
000135 07/03/96 1042.26 DH200 P 05 00 0.00 1042.26 10/96 208.45
24' INDUSTRIAL HEAD FANS-6 (DIXIE IND)
000136 08/30/96 400.00 DH205 P 05 00 0.00 400.00 10/96 80.00
LIFT GATE FIXTURE (DBS)
000137 08/30/96 4000.00 DH200 P 05 00 0.00 4000.00 10/96 800.00
PRESS HEAD FISTURES-2 (DBS)
000138 08/30/96 4000.00 DH200 P 05 00 0.00 4000.00 10/96 800.00
MAIN DOOR FIXTURES-2 (DBS
000139 08/30/96 1500.00 DH200 P 05 00 0.00 1500.00 10/96 300.00
WAER GUIDE FIXTURE (DBS)
000140 08/30/96 2000.00 DH200 P 05 00 0.00 2000.00 10/96 400.00
WELDOUT TSBLE (DBS)
000141 08/30/96 500.00 DH200 P 05 00 0.00 500.00 10/96 100.00
BALE DOG FIXTURE (DBS)
000142 05/16/96 1420.13 DH200 P 05 00 0.00 1420.13 10/96 284.93
HPE #541 CRIMP TSBLE (ORTON)
000143 08/30/96 332.50 DH200 P 05 00 0.00 332.50 10/96 66.50
LABOR FOR EXHAUST PIPE (JM MILES)
000144 09/30/96 3710.00 DH200 P 05 00 0.00 3710.00 10/96 742.00
RIGID 535 PIPE THREADER W/DYES (R&S)
000145 06/30/96 285.00 DH200 P 05 00 0.00 285.00 10/96 57.00
BLUE STORAGE CAGE
000146 06/30/96 352.00 DH200 P 05 00 0.00 352.00 10/96 70.40
TURNBUCKLE RACK
000147 06/30/96 1616.00 DH200 P 05 00 0.00 1616.00 10/96 323.20
BALE DOOR RACK
000148 06/30/96 418.40 DH200 P 05 00 0.00 418.40 10/96 83.68
PARTS STORAGE RACK
<CAPTION>
==========================================================
Depreciation Current Year Curr Accum
SYS No This Run to Date Depreciation
- ------ ------------ ------------ ------------
<S> <C> <C> <C>
000123 298.81 298.81 485.56
000124 109.06 109.06 177.22
000125 813.25 813.25 1321.53
000126 302.67 302.67 491.84
000127 713.63 713.63 1159.65
000128 1344.82 1344.82 2185.33
000129 3795.02 3795.02 6166.90
000130 269.66 269.66 438.20
000131 2023.58 2023.58 3288.32
000132 249.55 249.55 405.52
000133 448.00 448.00 728.00
000134 430.22 430.22 699.10
000135 333.52 333.52 541.97
000136 128.00 128.00 208.00
000137 1280.00 1280.00 2080.00
000138 1280.00 1280.00 2080.00
000139 480.00 480.00 780.00
000140 640.00 640.00 1040.00
000141 160.00 160.00 260.00
000142 454.44 454.44 738.47
000143 106.40 106.40 172.90
000144 1187.20 1187.20 1929.20
000145 91.20 91.20 148.20
000146 112.64 112.64 183.04
000147 517.12 517.12 840.32
000148 133.89 133.89 217.57
</TABLE>
<PAGE>
January 29, 1997
5:19 pm Page 6
IPS
DEPRECIATION EXPENSE REPORT
for DBH Books FY = 10
as of 10/97
<TABLE>
<CAPTION>
=================================================================================================
In Svc Acquired Dep P Est Salvage/ Depreciable Thru Prior Accum
SYS No Date Value Meth T Life Sect 179 Basis Date Depreciation
- ------ ------ ------- ---- - ---- -------- ----------- ---- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
000149 06/30/96 168.00 DH200 P 05 00 0.00 168.00 10/96 33.60
SAFETY GATE RACK
000150 06/30/96 2112.00 DH200 P 05 00 0.00 2112.00 10/96 422.40
SAW HORSES-24
000151 06/30/96 305.60 DH200 P 05 00 0.00 305.60 10/96 61.12
BALER FLOOR STORAGE RACK
000152 06/30/96 131.20 DH200 P 05 00 0.00 131.20 10/96 26.24
ANGLE RACK
000153 06/30/96 1740.00 DH200 P 05 00 0.00 1740.00 10/96 348.00
DRAWING STANDS-6
000154 06/30/96 273.60 DH200 P 05 00 0.00 273.60 10/96 54.72
ROUND BAR RACK
000155 06/30/96 385.60 DH200 P 05 00 0.00 385.60 10/96 77.12
FORKLIFT HOIST
000156 06/30/96 101.00 DH200 P 05 00 0.00 101.00 10/96 20.20
PARTS STORAGE RACK
000157 06/30/96 1382.40 DH200 P 05 00 0.00 1382.40 10/96 276.48
WELDER STANDS-18
000158 06/30/96 1220.80 DH200 P 05 00 0.00 1220.80 10/96 244.16
FORKLIFT WORK PLATFORM- TALL
000159 06/30/96 340.00 DH200 P 05 00 0.00 340.00 10/96 68.00
FORKLIFT WORK PLATFORM
000160 06/30/96 7500.00 DH200 P 05 00 0.00 7500.00 10/96 1500.00
BALER CART
000161 06/30/96 277.20 DH200 P 05 00 0.00 277.20 10/96 55.44
WASH SINK
000162 06/30/96 459.20 DM200 P 05 00 0.00 459.20 10/96 91.84
DOG ASSEMBLY RACK
000163 06/30/96 235.20 DH200 P 05 00 0.00 235.20 10/96 47.04
3x3 WORK TABLE
000164 06/30/96 1804.80 DH200 P 05 00 0.00 1804.80 10/96 360.96
4x8 WORK TABLES-8
000165 06/30/96 2520.00 DH200 P 05 00 0.00 2520.00 10/96 504.00
STEEL STORAGE RACK
000166 06/30/96 780.00 DH200 P 05 00 0.00 780.90 10/96 156.00
CUTTING TABLE
000167 06/30/96 5952.00 DH200 P 05 00 0.00 5952.00 10/96 1190.40
CYLINDER RACK-2
000168 06/30/96 1008.00 DH200 P 05 00 0.00 1008.00 10/96 201.60
PIPE RACK
000169 06/30/96 540.80 DH200 P 05 00 0.00 540.80 10/96 108.16
SLING RACK
000170 06/30/96 1307.00 DH200 P 05 00 0.00 1307.00 10/96 261.40
OIL TRANSFER TANK
000171 06/30/96 180.00 DH200 P 05 00 0.00 180.00 10/96 36.00
SANDER STAND
000172 06/30/96 911.00 DH200 P 05 00 0.00 911.00 10/96 182.20
HYDRAULIC FITTING RACK
000173 06/30/96 1594.00 DH200 P 05 00 0.00 1594.00 10/96 318.80
PIPR FITTING RACK 10'
000174 06/30/96 762.00 DH200 P 05 00 0.00 762.00 10/96 152.40
PIPE FITTING RACK 8'
<CAPTION>
===============================================================
Depreciation Current Year Curr Accum
SYS No This Run to Date Depreciation
- ------ ------------ ------------ ------------
<S> <C> <C> <C>
000149 53.76 53.76 87.36
000150 675.84 675.84 1098.24
000151 97.79 97.79 158.91
000152 41.98 41.98 68.22
000153 556.80 556.80 904.80
000154 87.55 87.55 142.27
000155 123.39 123.39 200.51
000156 32.32 32.32 52.52
000157 442.37 442.37 718.85
000158 390.66 390.66 634.82
000159 108.80 108.80 176.80
000160 2400.00 2400.00 3900.00
000161 88.70 81.70 144.14
000162 146.94 146.94 238.78
000163 75.26 75.26 122.30
000164 577.54 577.54 938.50
000165 806.40 806.40 1310.40
000166 249.60 249.60 405.60
000167 1904.64 1904.64 3095.04
000168 322.56 322.56 524.16
000169 173.06 173.06 281.22
000170 418.24 418.24 679.64
000171 57.60 57.60 93.60
000172 291.52 291.52 473.72
000173 510.08 510.08 828.88
000174 243.84 243.84 396.24
</TABLE>
<PAGE>
January 29, 1997
5:19 pm Page 7
IPS
DEPRECIATION EXPENSE REPORT
for DBH Books FY = 10
as of 10/97
<TABLE>
<CAPTION>
===================================================================================================
In Svc Acquired Dep P Est Salvage/ Depreciable Thru Prior Accum
SYS No Date Value Meth T Life Sect 179 Basis Date Depreciation
- ------ ------ ------- ---- - ---- -------- ----------- ---- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Count= 78 --------- ----------- --------- ---------
Class: ME
231918.88 0.00 231918.88 68034.86
Less disposals 0.00 0.00 0.00 0.00
--------- ---- --------- ---------
Net 231918.88 0.00 231918.88 68034.86
11-8-96 6HP BLACK MAX 450.00 MACRS 7 64.31
12-20-96 ZEP - DYNA BRUTE CLEANER 1,036.61 MACRS 7 147.99
10-23-97 BISON - CONVEYOR 6,874.50 MACRS 7 982.37
8-20-96 BEARING SWIVEL 3,691.64 MACRS 7 527.54
7-31-97 ZSHP COMPRESSOR 6,611.51 MACRS 7 944.78
7-31-97 KOHLER WELDER 2,597.00 MACRS 7 371.11
9-28-97 HORIZ FRAMING TABLE 3,951.70 MACRS 7 564.70
----------- ---------
$257,130.84 69,156.42
=========== =========
11-3-97 PLATE DOG 808.70 MACRS 7
12-12-97 3 TON CHAIN HOIST 511.47 MACRS 7
01-31-98 4 SHOP HEATERS 1,606.96 MACRS 7
1-8-98 WELDER & ACCESSORIES CV-300 3,317.24 MACRS 7
2-17-98 ARGON MIXER 2,120.00 MACRS 7
7-21-98 TORCH & ACCESSORIES 3,652.37 MACRS 7
-----------
TOTALS 10-31-98 $269,147.58
===========
<CAPTION>
================================================================================================================
In Svc Depreciation Current Year Curr Accum
SYS No Date This Run to Date Depreciation
- ------ ------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Count= 78 -------- -------- ---------
Class:
65553.62 65553.62 133588.48
Less disposals 0.00
-------- -------- ---------
Net 65553.62 65553.62 133588.48
11-8-96 6HP BLACK MAX 64.31 64.31
12-20-96 ZEP - DYNA BRUTT CLEANER 147.99 147.99
10-23-97 BISON - CONVEYOR 982.37 982.37
8-20-96 BEARING SWIVEL 527.54 527.54
7-31-97 ZSHP COMPRESSOR 944.78 944.78
7-31-97 KOHLEE WELDER 371.11 371.11
9-28-97 HORIZ FRAMING TABLE 564.70 564.70
--------- ----------
69,156.42 137,191.28
========= ==========
11-3-97 PLATE DOG
12-12-97 3 TON CHAIN HOIST
01-31-97 4 SHOP HEATERS
1-8-97 WELDER & ACCESSORIES CV-300
2-17-98 ARGON MIXER
7-21-98 TORCH & ACCESSORIES
TOTALS 10-31-98
A/D 10-31-98 $184,415.05 $47,223.77
==========
</TABLE>
<PAGE>
January 29, 1997
5:19 pm Page 8
IPS
DEPRECIATION EXPENSE REPORT
for DBH Books FY = 10
as of 10/97
OFFICE EQUIPMENT
<TABLE>
<CAPTION>
THRU 10/96
=================================================================================================
In Svc Acquired Dep P Est Salvage/ Depreciable Thru Prior Accum
SYS No Date Value Meth T Life Sect 179 Basis Date Depreciation
- ------ ------ ------- ---- - ---- -------- ----------- ---- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
000053 06/10/95 814.48 DH200 P 05 00 0.00 814.48 10/96 358.41
CHAIRS & TABLES (SAM'S)
000054 07/31/95 529.98 DH200 P 05 00 0.00 529.98 10/96 227.89
FAX MACHINE (SAM'S)
000055 07/31/95 313.23 DH200 P 05 00 0.00 313.23 10/96 134.69
DESK CHAIRS-2 (SAM'S)
000056 07/31/95 1119.26 DH200 P 05 00 0.00 1119.26 10/96 481.28
DESKS-3 (OFFICE DEPOT)
000057 07/31/95 59.71 DH200 P 05 00 0.00 59.71 10/96 25.68
ANSWERING MACHINE (WALMART)
000058 10/31/95 409.50 DH200 P 05 00 0.00 409.50 10/96 167.90
TIME CLOCK SN#352130507 (SE BUS MACHINES)
000059 12/05/95 947.79 DH200 P 05 00 0.00 947.79 10/96 189.56
TV & VCR (CIRCUIT CITY)
000060 11/13/95 529.00 DH200 P 05 00 0.00 529.00 10/96 105.80
BROOKWOOD LOVESEAT (JESUP FURNITURE)
000061 13/13/95 419.00 DH200 P 05 00 0.00 419.00 10/96 83.80
FAIRFIELD SETTER (JESUP FURNITURE)
000062 11/13/95 438.00 DH200 P 05 00 0.00 438.00 10/96 87.60
FAIRFIELD CHAIRS-2 (JESUP FURNITURE)
000063 11/13/95 204.75 DH200 P 05 00 0.00 204.75 10/96 40.95
DENNY LAMP (JESUP FURNITURE)
000064 11/13/95 149.00 DH200 P 05 00 0.00 149.00 10/96 29.80
UNIVERSAL END TABLE (JESUP FURNITURE)
000065 11/13/95 174.40 DH200 P 05 00 0.00 174.40 10/96 34.88
BUTLERS TABLE (JESUP FURNITURE)
000066 12/30/95 3237.57 DH200 P 05 00 0.00 3237.57 10/96 647.51
INVENTORY SHELVES (WW GRAINGER)
000067 01/17/96 777.00 DH200 P 05 00 0.00 777.00 10/96 155.40
L SHAPED DESKS-3 (JOHNSON OFFICE)
000068 01/17/96 894.00 DH200 P 05 00 0.00 894.00 10/96 176.80
PNEUMATIC CHAIRS-6 (JOHNSON OFFICE)
000069 01/17/96 1393.00 DH200 P 05 00 0.00 1393.00 10/96 278.60
LATERAL FILES-7 (JOHNSON OFFICE)
000070 01/17/96 150.00 DH200 P 05 00 00.0 150.00 10/96 30.00
30x60 STEEL DESK (JOHNSON OFFICE)
000071 01/17/96 346.50 DH200 P 05 00 0.00 346.50 10/96 69.30
CHAIR MATS-9 (JOHNSON OFFICE)
000072 01/17/96 900.00 DH200 P 05 00 0.00 900.00 10/96 180.00
DESKS-4 (JOHNSON OFFICE)
000073 01/17/96 596.00 DH200 P 05 00 0.00 596.00 10/96 119.20
CREDENZAS-4 (JOHNSON OFFICE)
000074 01/17/96 596.00 DH200 P 05 00 0.00 596.00 10/96 119.20
BOOK CASES-4 (JOHNSON OFFICE)
000075 01/17/96 149.00 DH200 P 05 00 0.00 149.00 10/96 29.80
BOOK CASE (JOHNSON OFFICE)
000076 01/17/96 916.00 DH200 P 05 00 00.0 916.00 10/96 183.20
GUEST CHAIRS-4 (JOHNSON OFFICE)
000077 01/17/96 952.00 DH200 P 05 00 00.0 952.00 10/96 190.40
807 GUEST CHAIRS-8 (JOHNSON OFFICE)
000078 01/17/96 600.00 DH200 P 05 00 0.00 600.00 10/96 120.00
EXECUTIVE CHAIRS-2 (JOHNSON OFFICE)
<CAPTION>
DEPR EXPENSE A/D
96/97 10.31.97
==========================================================
Depreciation Current Year Curr Accum
SYS No This Run to Date Depreciation
- ------ ------------ ------------ ------------
<S> <C> <C> <C>
000053 182.43 182.43 540.84
000054 120.64 120.84 348.73
000055 71.42 71.42 206.11
000056 255.29 255.19 736.47
000057 13.61 13.61 39.29
000058 96.64 96.64 264.54
000059 303.29 303.29 492.85
000060 169.28 169.28 275.08
000061 134.08 134.08 217.66
000062 140.16 140.16 227.76
000063 65.52 65.52 106.47
000064 47.68 47.68 77.48
000065 55.81 55.81 90.69
000066 1036.02 1036.02 1683.53
000067 248.64 248.64 404.04
000068 286.08 286.08 464.88
000069 445.76 445.76 724.36
000070 48.00 48.00 78.00
000071 110.88 110.88 180.18
000072 288.00 288.00 468.00
000073 190.72 190.72 309.92
000074 190.72 190.72 309.92
000075 47.68 47.68 77.48
000076 293.12 293.12 476.32
000077 304.64 304.64 495.04
000078 192.00 192.00 312.00
</TABLE>
<PAGE>
January 29, 1997
5:19 pm Page 9
IPS
DEPRECIATION EXPENSE REPORT
for DBH Books FY = 10
as of 10/97
<TABLE>
<CAPTION>
10/96
=================================================================================================
In Svc Acquired Dep P Est Salvage/ Depreciable Thru Prior Accum
SYS No Date Value Meth T Life Sect 179 Basis Date Depreciation
- ------ ------ ------- ---- - ---- -------- ----------- ---- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
000079 01/17/96 467.00 DH200 P 05 00 0.00 467.00 10/96 93.40
ROUND CONFERENCE TABLE (JOHNSON OFFICE)
000080 01/17/96 556.00 DH200 P 05 00 0.00 556.00 10/96 111.20
SIDE CHAIRS-4 (JOHNSON OFFICE)
000081 01/17/96 1296.00 DH200 P 05 00 0.00 1296.00 10/96 259.20
EXEC L SHAPED DESK (JOHNSON OFFICE)
000082 01/17/96 1112.00 DB200 P 05 00 0.00 1112.00 10/96 222.40
BOOK CASES-2 (JOHNSON OFFICE)
000083 01/17/96 479.00 DH200 P 05 00 0.00 479.00 10/96 95.80
LATERAL FILE (JOHNSON OFFICE)
000084 01/17/96 832.00 DH200 P 05 00 0.00 832.00 10/96 166.40
36x72 DESK (JOHNSON OFFICE)
000085 01/17/96 794.00 DH200 P 05 00 0.00 794.00 10/96 158.80
KEYBRD CREDENZA (JOHNSON OFFICE)
000086 01/17/96 396.00 DH200 P 05 00 0.00 396.00 10/96 79.20
END TABLES-2 (JOHNSON OFFICE)
000087 01/17/96 645.00 DH200 P 05 00 0.00 645.00 10/96 129.00
96' CONFERENCE TABLE (JOHNSON OFFICE)
000088 01/17/96 645.00 DH200 P 05 00 0.00 645.00 10/96 129.00
96' CONFERENCE TABLE (JOHNSON OFFICE)
000089 01/37/96 4895.83 DH200 P 05 00 0.00 4895.83 10/96 979.17
CONFERENCE ROOM CHAIRS-14 (JOHNSON OFFICE)
000090 01/17/96 729.28 DH200 P 05 00 0.00 729.28 10/96 145.86
FLOOR BUFFER (JEM CLEANER)
000091 01/17/96 450.50 DH200 P 05 00 0.00 450.00 10/96 90.10
AP1O5 TYPEWRITER (SE BUS MACHINES)
000092 03/29/96 2104.10 DH200 P 05 00 0.00 2104.10 10/96 420.82
RICO FAX MACHINE-F24 1460100681 (ACME)
000093 04/30/96 1081.73 DH200 P 05 00 0.00 1081.73 10/96 216.35
FILING CABINET W/BASE (JOHNSON OFFICE)
000094 09/11/96 401.68 DH200 P 05 00 0.00 401.88 10/96 80.38
OFFICE CHAIRS-2 (VIKING OFFICE PROD)
000095 08/14/96 311.64 DH200 P 05 00 0.00 311.64 10/96 62.33
30' FRIDG RANGE (SCHUMAN'S ELECTRIC)
000096 10/21/96 1049.74 DH200 P 05 00 0.00 1049.74 10/96 209.95
DRAWER FILING CABINET
Count= 44 -------- ---- -------- -------
Class: OE
35861.87 0.00 35861.87 7919.01
Less disposals 0.00 0.00 0.00 0.00
-------- ---- -------- -------
Net 35861.87 0.00 35861.87 7919.01
<CAPTION>
A/D
10/96 96/97 DEPR 10.31.97
=================================================================================================
Depreciation Current Year Curr Accum
SYS No This Run to Date Depreciation
- ----------------------------------- ------------ ------------ ------------
<S> <C> <C> <C>
000079 149.44 149.44 242.84
000080 177.92 177.92 289.12
000081 414.72 414.72 673.92
000082 355.84 355.84 578.24
000083 153.28 153.28 249.08
000084 266.24 266.24 432.64
000085 254.08 254.08 412.68
000086 126.72 126.72 205.92
000087 206.4O 206.40 335.40
000088 206.40 206.40 335.40
000089 1566.66 1566.66 2545.83
030090 233.37 233.37 379.23
000091 144.16 144.16 234.26
000092 673.31 673.31 1094.13
000093 346.15 346.15 562.50
000094 128.60 128.60 108.96
000095 99.72 99.72 162.05
000096 335.92 335.92 545.87
Count= 44 -------- -------- --------
Class:
11177.14 11177.14 19096.15
Less disposals 0.00
-------- -------- --------
Net 11177.14 11177.14 19096.15
7-31-97 SOFA TABLE & BSKET 52.76 52.76
7-30-97 RUG, TREE & BASKET 59.33 59.33
---------- ---------
TOTALS $11,289.23 19,208.24
========== =========
</TABLE>
<PAGE>
January 29, 1997
5:19 pm Page 10
IPS
DEPRECIATION EXPENSE REPORT
for DBH Books FY = 10
as of 10/97
PHONE SYSTEM
<TABLE>
<CAPTION>
10/96
==================================================================================================
In Svc Acquired Dep P Est Salvage/ Depreciable Thru Prior Accum
SYS No Date Value Meth T Life Sect 179 Basis Date Depreciation
- ------ ------ ------- ---- - ---- -------- ----------- ---- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
000175 06/13/95 2550.00 DH200 P 05 00 0.00 2550.00 10/96 1096.50
COMDIAL UNISYN SYSTEM
000176 12/31/95 28448.40 DH200 P 05 00 0.00 28448.40 10/96 5689.68
COMDIAL IMPACT SYSTEM
Count= 2 -------- ---- -------- -------
Class: T
30998.40 0.00 30998.40 6786.18
Less disposals 0.00 0.00 0.00 0.00
-------- ---- -------- -------
Net 30998.40 0.00 30998.40 6786.18
<CAPTION>
96/97 10-31-97
=========================================================================
Depreciation Current Year Curr Accum
SYS No This Run to Date Depreciation
- ------ ------------ ------------ ------------
<S> <C> <C> <C>
000175 581.40 581.40 1677.90
000176 9103.49 9103.49 14793.17
Count= 2 ------- ------- --------
Class:
9684.89 9684.89 16471.07
Less disposals 0.00
------- ------- --------
Net 9684.89 9684.89 16471.07
A/D 10-31-98 $22.2
=====
</TABLE>
<PAGE>
January 29, 1997
5:19 pm Page 11
IPS
DEPRECIATION EXPENSE REPORT
for DBH Books FY = 10
as of 10/97
VEHICLES
<TABLE>
<CAPTION>
10/96
====================================================================================================
In Svc Acquired Dep P Est Salvage/ Depreciable Thru Prior Accum
SYS No Date Value Meth T Life Sect 179 Basis Date Depreciation
- ------ ------ ------- ---- - ---- -------- ----------- ---- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
000177 08/07/95 25232.92 DH200 A 05 00 0.00 25232.92 10/96 10850.16
1994 DODGE RAM 1 TON (WESTSIDE DODGE/JAX)
Count= 1 ---------- ---- ---------- ---------
Class: V
25232.92 0.00 25232.92 10850.16
Less disposals 0.00 0.00 0.00 0.00
---------- ---- ---------- ---------
Net 25232.92 0.00 25232.92 10850.16
Count= 172 ---------- ---- ---------- ---------
Grand Total
1758463.33 0.00 1758463.33 160460.40
Less disposals 0.00 0.00 0.00 0.00
---------- ---- ---------- ---------
Net 1758463.33 0.00 1758463.33 160460.40
========== ==== ========== =========
<CAPTION>
96/97 10-31-97
=======================================================================
Depreciation Current Year Curr Accum
SYS No This Run to Date Depreciation
- ------ ------------ ------------ ------------
<S> <C> <C> <C>
000177 5753.10 5753.10 16603.26
Count= 1 --------- --------- ---------
Class:
5753.10 5753.10 16603.26
Less disposals 0.00
--------- --------- ---------
Net 5753.10 5753.10 16603.26
Count= 172 --------- --------- ---------
Grand Total
158314.90 158314.90 318775.30
Less disposals 0.00
--------- --------- ---------
Net 158314.90 158314.90 318775.30
========= ========= =========
A/D 10-31-98 $20,055.12
==========
</TABLE>
<PAGE>
EXHIBIT B
(a) EIP Note made by IPSC in favor of Appling County, Georgia in the
original principal amount of $250,000.00, secured by machinery and equipment,
with a current balance of approximately $140,000.
(b) Guaranty of Note dated april 5, 1996 made by the Development Authority
of Appling County in favor of SouthTrust Bank of Florida, NA, in the original
principal amount of $720,000, with a current balance of approximately
$669,193.38.
(c) Lessee's obligations under the Lease with Option to Purchase entered
into between the Development Authority of Apling County as Lessor and IPSC as
Lessee dated April 1, 1996.
(d) Guaranty of Note made by AmeriSouth Recycling of Alabama Inc. in favor
of SunTrust Bank, Southeast Georgia NA, in the original principal amount of
$215,000, with a current balance of approximately $203,750.
(e) Accounts payable of IPSC listed on Exhibit F attached to the Asset
Purchase Agreement entered into between IPSC as Seller and IPSB as Buyer dated
as of December 10, 1999, except the $4250.00 payable to Collins Company for
repair of lightning damage to the telephone system.
(f) Customer deposits listed on Exhibit G to the said Asset Purchase
Agreement.
