INDEX TO EXHIBITS
Page
56 2 (a) Exchange Agreement and Plan of Merger, dated as of
October 23, 1993, by and among Medical Composite Technology,
Inc. ("MCT"), certain stockholders of MCT, Everest &
Jennings International Ltd., BIL (Far East Holdings)
Limited, and MCT Acquisition Corp., which was filed as
Exhibit 2(a) to Form 8-K filed on January 14, 1994, is
hereby incorporated herein by reference.
56 (b) Plan of Merger, dated as of January 14, 1994, by and between
MCT Acquisition Corp. and Medical Composite Technology,
Inc., which was filed as Exhibit 2(b) to Form 8-K filed on
January 14, 1994, is hereby incorporated herein by
reference.
56 3 (a) Certificate of Incorporation, which was filed as
Exhibit 3(a) to Annual Report on Form 10-K filed on March
27, 1992, is hereby incorporated herein by reference.
56 (b) Bylaws, which were filed as Exhibit 3(b) to Annual Report on
Form 10-K filed on March 27, 1992, is hereby incorporated
herein by reference.
86 (c)* Certificate of Amendment of Certificate of Incorporation,
dated January 11, 1994.
56 10 (a) 1981 Employee Stock Option Plan, which was filed as Appendix
I to the Proxy Statement filed April 7, 1981, is hereby
incorporated herein by reference.
56 (b) Amendment No. 1 to 1981 Employee Stock Option Plan,
effective as of November 12, 1981, which was filed as
Exhibit 10(b) to Annual Report on Form 10-K filed on March
25, 1988, is hereby incorporated herein by reference.
56 (c) Amendment No. 2 to 1981 Employee Stock Option Plan,
effective as of January 7, 1981, which was filed as Exhibit
10(c) to Annual Report on Form 10-K filed on March 25, 1988,
is hereby incorporated herein by reference.
56 (d) Amendment No. 3 to 1981 Employee Stock Option Plan,
effective as of January 1, 1987, which was filed as Exhibit
10(d) to Annual Report on Form 10-K filed on March 25, 1988,
is hereby incorporated herein by reference.
56 (e) Amendment No. 4 to 1981 Employee Stock Option Plan,
effective as of July 22, 1988, which was filed as Exhibit
10(e) to Annual Report on Form 10-K dated March 17, 1989, is
hereby incorporated herein by reference.
56 (f) Retirement Plan for Employees of Everest & Jennings
International Ltd., effective as of January 1, 1981, which
was filed as Exhibit 10(e) to Annual Report on Form 10-K
filed on March 25, 1988, is hereby incorporated herein by
reference.
56 (g) Amendment to Retirement Plan for Employees of Everest &
Jennings International Ltd., dated July 6, 1983, which was
filed as Exhibit 10(f) to Annual Report on Form 10-K filed
on March 25, 1988, is hereby incorporated herein by
reference.
57 (h) Amendment No. 2 to Retirement Plan for Employees of Everest
& Jennings International Ltd. dated October 14, 1985, which
was filed as Exhibit 10(g) to Annual Report on Form 10-K
filed on March 25, 1988, is hereby incorporated herein by
reference.
57 (j) Amendment No. 3 to Retirement Plan for Employees of Everest
& Jennings International Ltd. dated May 10, 1988, which was
filed as Exhibit 10(i) to Annual Report on Form 10-K dated
March 17, 1989, is hereby incorporated herein by reference.
57 (k) Amendment No. 4 to Retirement Plan for Employees of Everest
& Jennings International Ltd. dated July 22, 1988, which was
filed as Exhibit 10(j) to Annual Report on Form 10-K dated
March 17, 1989, is hereby incorporated herein by reference.
57 (m) Description of Retirement Plan for Non-Employee Directors,
effective June 1, 1987, which was filed as Exhibit 10(h) to
Annual Report on Form 10-K filed on March 25, 1988, is
hereby incorporated herein by reference.
57 (ab) Agreement of Merger dated as of May 27, 1987 between Everest
& Jennings International and its wholly owned subsidiary,
Everest & Jennings International Ltd., pursuant to which the
Company changed its corporate domicile from California to
Delaware, which was filed as Exhibit 10(t) to Annual Report
on Form 10-K filed on March 25, 1988, is hereby incorporated
herein by reference.
57 (ah) A Promissory Note from Everest & Jennings, Inc. to
Industrial Equity (Pacific) Limited for $3,000,000 dated
April 9, 1990, and Exhibit A to the Promissory Note, which
was filed as Exhibit 10(ah) to Annual Report on Form 10-K
dated June 11, 1990, is hereby incorporated herein by
reference.
57 (aj) A Guaranty from Everest & Jennings International Ltd. to
Industrial Equity (Pacific) Limited dated April 9, 1990,
which was filed as Exhibit 10(aj) to Annual Report on Form
10-K dated June 11, 1990, is hereby incorporated herein by
reference.
57 (ak) A Deed of Trust and Assignment of Rents of certain real
property dated April 9, 1990 executed by Everest & Jennings,
Inc. in favor of Industrial Equity (Pacific) Limited, and a
Legal Description as Exhibit A to the Deed of Trust, which
was filed as Exhibit 10(ak) to Annual Report on Form 10-K
dated June 11, 1990, is hereby incorporated herein by
reference.
57 (al) A Guaranty from Everest & Jennings International Ltd. to
Industrial Equity (Pacific) Limited dated June 21, 1990,
which was filed as Exhibit 10(al) to Annual Report on Form
10-K dated March 27, 1992, is hereby incorporated herein by
reference.
57 (am) The Promissory Note from Everest & Jennings International
Ltd. to Industrial Equity (Pacific) Limited referred to in
Exhibit 10(ah) above, and Exhibit A to the Promissory Note,
modified to reflect a $6,000,000 principal balance due,
which was filed as Exhibit 10(am) to Annual Report on Form
10-K dated March 27, 1992, is hereby incorporated herein by
reference.
57 (an) 1990 Omnibus Stock Incentive Plan of Everest & Jennings
International Ltd. dated November 2, 1990, which was filed
as Exhibit 10(an) to Annual Report on Form 10-K dated March
27, 1992, is hereby incorporated herein by reference.
57 (ao) Amendment No. 5 to the Retirement Plan for Employees of
Everest & Jennings International Ltd., which was filed as
Exhibit 10(ao) to Annual Report on Form 10-K dated March 27,
1992, is hereby incorporated herein by reference.
58 (ap) Guarantee and Waiver, which was filed as Exhibit 10(ap) to
Annual Report on Form 10-K dated March 27, 1992, is hereby
incorporated herein by reference.
58 (aq) First Amended and Restated Credit Agreement, which was filed
as Exhibit 10(aq) to Annual Report on Form 10-K dated March
27, 1992, is hereby incorporated herein by reference.
58 (ar) Amendment No. 1 to First Amended and Restated Credit
Agreement, which was filed as Exhibit 10(ar) to Annual
Report on Form 10-K dated March 27, 1992, is hereby
incorporated herein by reference.
58 (as) Amendment No. 2 to First Amended and Restated Credit
Agreement, which was filed as Exhibit 10(as) to Annual
Report on Form 10-K dated March 27, 1992, is hereby
incorporated herein by reference.
58 (at) Consent Agreement, which was filed as Exhibit 10(at) to
Annual Report on Form 10-K dated March 27, 1992, is hereby
incorporated herein by reference.
58 (au) Amended and Restated Note in the amount of $31,000,000.00,
which was filed as Exhibit 10(au) to Annual Report on Form
10-K dated March 27, 1992, is hereby incorporated herein by
reference.
58 (av) Security Agreement, which was filed as Exhibit 10(av) to
Annual Report on Form 10-K dated March 27, 1992, is hereby
incorporated herein by reference.
58 (aw) Long Form Deed of Trust and Assignment of Rents, which was
filed as Exhibit 10(aw) to Annual Report on Form 10-K dated
March 27, 1992, is hereby incorporated herein by reference.
58 (ax) Environmental Indemnity, which was filed as Exhibit 10(ax)
to Annual Report on Form 10-K dated March 27, 1992, is
hereby incorporated herein by reference.
58 (ay) Guaranty Agreement, which was filed as Exhibit 10(ay) to
Annual Report on Form 10-K dated March 27, 1992, is hereby
incorporated herein by reference.
58 (az) Pledge and Security Agreement, which was filed as Exhibit
10(az) to Annual Report on Form 10-K dated March 27, 1992,
is hereby incorporated herein by reference.
58 (ba) Security Agreement among The Jennings Investment Co.,
Security Pacific National Bank and Industrial Equity
(Pacific) Limited, which was filed as Exhibit 10(ba) to
Annual Report on Form 10-K dated March 27, 1992, is hereby
incorporated herein by reference.
58 (bb) Security Agreement among Ortopedia GmbH, Security Pacific
National Bank and Industrial Equity (Pacific) Limited, which
was filed as Exhibit 10(bb) to Annual Report on Form 10-K
dated March 27, 1992, is hereby incorporated herein by
reference.
58 (bc) Subordination Agreement regarding Smith & Davis
Manufacturing Co., which was filed as Exhibit 10(bc) to
Annual Report on Form 10-K dated March 27, 1992, is hereby
incorporated herein by reference.
58 (bd) Subordination Agreement regarding Professional Securities
Corporation, which was filed as Exhibit 10(bd) to Annual
Report on Form 10-K dated March 27, 1992, is hereby
incorporated herein by reference.
59 (be) Subordination Agreement regarding Metal Products Group,
which was filed as Exhibit 10(be) to Annual Report on Form
10-K dated March 27, 1992, is hereby incorporated herein by
reference.
59 (bf) Subordination Agreement regarding Everest & Jennings
Canadian Limited, which was filed as Exhibit 10(bf) to
Annual Report on Form 10-K dated March 27, 1992, is hereby
incorporated herein by reference.
59 (bg) Subordination Agreement regarding The Jennings Investment
Co., which was filed as Exhibit 10(bg) to Annual Report on
Form 10-K dated March 27, 1992, is hereby incorporated
herein by reference.
59 (bh) Subordination Agreement regarding Everest & Jennings de
Mexico S.A. de C.V., which was filed as Exhibit 10(bh) to
Annual Report on Form 10-K dated March 27, 1992, is hereby
incorporated herein by reference.
59 (bi) Debt Restructure Agreement, which was filed as Exhibit
10(bi) to Annual Report on Form 10-K dated March 27, 1992,
is hereby incorporated herein by reference.
59 (bj) Amendment No. 1 to Debt Restructure Agreement, which was
filed as Exhibit 10(bj) to Annual Report on Form 10-K dated
March 27, 1992, is hereby incorporated herein by reference.
59 (bk) Supplement to Debt Restructure Agreement, which was filed as
Exhibit 10(bk) to Annual Report on Form 10-K dated March 27,
1992, is hereby incorporated herein by reference.
59 (bl) Amended and Restated Promissory Note in the amount of
$6,931,069.00, which was filed as Exhibit 10(bl) to Annual
Report on Form 10-K dated March 27, 1992, is hereby
incorporated herein by reference.
59 (bm) Amended and Restated 9% Subordinated Convertible Note in the
amount of $9,247,430.00, which was filed as Exhibit 10(bm)
to Annual Report on Form 10-K dated March 27, 1992, is
hereby incorporated herein by reference.
59 (bn) Termination Agreement, which was filed as Exhibit 10(bn) to
Annual Report on Form 10-K dated March 27, 1992, is hereby
incorporated herein by reference.
59 (bo) Amended and Restated Deed of Trust, which was filed as
Exhibit 10(bo) to Annual Report on Form 10-K dated March 27,
1992, is hereby incorporated herein by reference.
59 (bp) Guaranty Agreement, which was filed as Exhibit 10(bp) to
Annual Report on Form 10-K dated March 27, 1992, is hereby
incorporated herein by reference.
59 (bq) Environmental Indemnity, which was filed as Exhibit 10(bq)
to Annual Report on Form 10-K dated March 27, 1992, is
hereby incorporated herein by reference.
59 (br) Intercreditor and Subordination Agreement, which was filed
as Exhibit 10(br) to Annual Report on Form 10-K dated March
27, 1992, is hereby incorporated herein by reference.
59 (bs) Offer and Election Agreement with Dianne J. Jennings, which
was filed as Exhibit 10(bs) to Annual Report on Form 10-K
dated March 27, 1992, is hereby incorporated herein by
reference.
60 (bt) Offer and Election Agreement with David D. Jennings, which
was filed as Exhibit 10(bt) to Annual Report on Form 10-K
dated March 27, 1992, is hereby incorporated herein by
reference.
60 (bu) Offer and Election Agreement with Elizabeth A. Jennings as
Trustee of the Gerald M. Jennings and Elizabeth A. Jennings
Revocable Survivors Trust, which was filed as Exhibit 10(bu)
to Annual Report on Form 10-K dated March 27, 1992, is
hereby incorporated herein by reference.
60 (bv) Offer and Election Agreement with Elizabeth A. Jennings as
Trustee of the Gerald M. Jennings and Elizabeth A. Jennings
Irrevocable Family Trust, which was filed as Exhibit 10(bv)
to Annual Report on Form 10-K dated March 27, 1992, is
hereby incorporated herein by reference.
60 (bw) Offer and Election Agreement with Sybil M. Jennings as
Trustee of the Harry and Sybil Jennings Family Residual
Trust, which was filed as Exhibit 10(bw) to Annual Report on
Form 10-K dated March 27, 1992, is hereby incorporated
herein by reference.
60 (bx) Offer and Election Agreement with Sybil M. Jennings as
Trustee of the Harry and Sybil Jennings Family Survivors
Trust, which was filed as Exhibit 10(bx) to Annual Report on
Form 10-K dated March 27, 1992, is hereby incorporated
herein by reference.
60 (by) Master Agreement (Notarial Deed 422/91 Dr. Staats)
consisting of Shareholders Agreement, Articles of
Association, Purchase Agreement, Option Agreement and
Miscellaneous (original German and English translation),
which was filed as Exhibit 10(by) to Annual Report on Form
10-K dated March 27, 1992, is hereby incorporated herein by
reference.
60 (bz) Assignment of Shares (Notarial Deed 426/91 Dr. Staats)
(original German and English translation), which was filed
as Exhibit 10(bz) to Annual Report on Form 10-K dated March
27, 1992, is hereby incorporated herein by reference.
60 (ca) Cross-Distributorship Agreement, which was filed as Exhibit
10(ca) to Annual Report on Form 10-K dated March 27, 1992,
is hereby incorporated herein by reference.
60 (cb) Termination Agreement between Everest & Jennings
International Ltd. and Raymond V. Thomas, which was filed as
Exhibit 10(cb) to Annual Report on Form 10-K dated March 27,
1992, is hereby incorporated herein by reference.
60 (cc) Stipulation for Entry of Arbitration Award between Everest &
Jennings International Ltd., BIL (Far East Holdings) Limited
and Whitney A. McFarlin, which was filed as Exhibit 10(cc)
to Annual Report on Form 10-K dated March 27, 1992, is
hereby incorporated herein by reference.
60 (cd) Settlement Agreement and Release among Everest & Jennings
International Ltd., Barre L. Rorabaugh and James H. Farren,
which was filed as Exhibit 10(cd) to Annual Report on Form
10-K dated March 27, 1992, is hereby incorporated herein by
reference.
60 (ce) Incentive Stock Option Agreement between Everest & Jennings
International Ltd. and Warren J. Nelson, which was filed as
Exhibit 10(ce) to Annual Report on Form 10-K dated March 27,
1992, is hereby incorporated herein by reference.
60 (cf) Non-Qualified Stock Option Agreement between Everest &
Jennings International Ltd. and Robert C. Sherburne, which
was filed as Exhibit 10(cf) to Annual Report on Form 10-K
dated March 27, 1992, is hereby incorporated herein by
reference.
61 (cg) Incentive Stock Option Agreement between Everest & Jennings
International Ltd. and Barre L. Rorabaugh, which was filed
as Exhibit 10(cg) to Annual Report on Form 10-K dated March
27, 1992, is hereby incorporated herein by reference.
61 (ch) Incentive Compensation Agreement between The Jennings
Investment Co. and Dr. Eckhard Hundhausen, which was filed
as Exhibit 10(ch) to Annual Report on Form 10-K dated March
27, 1992, is hereby incorporated herein by reference.
61 (ci) Supplement to Geschaftsfuhrungs Contract among Everest &
Jennings International Ltd., Ortopedia GmbH and Dr. Eckhard
Hundhausen, which was filed as Exhibit 10(ci) to Annual
Report on Form 10-K dated March 27, 1992, is hereby
incorporated herein by reference.
61 (cj) $3,000,000 Promissory Note dated April 3, 1992 made by the
Company and payable to BIL previously filed as Exhibit
10(cj) to the Company's Form 8 Amendment to Application or
Report dated May 22, 1992, amending Annual Report on Form
10-K dated March 27, 1992, is hereby incorporated herein by
reference.
61 (ck) $3,000,000 Promissory Note dated May 5, 1992 made by the
Company and payable to BIL, which was filed as Exhibit
10(ck) to Quarterly Report on Form 10-Q dated August 14,
1992, is hereby incorporated herein by reference.
61 (cl) $1,000,000 Promissory Note dated May 19, 1992 made by the
Company and payable to BIL, which was filed as Exhibit
10(cl) to Quarterly Report on Form 10-Q dated August 14,
1992, is hereby incorporated herein by reference.
61 (cm) $1,000,000 Promissory Note dated June 4, 1992 made by the
Company and payable to BIL, which was filed as Exhibit
10(cm) to Quarterly Report on Form 10-Q dated August 14,
1992, is hereby incorporated herein by reference.
61 (cn) $1,000,000 Promissory Note dated June 11, 1992 made by the
Company and payable to BIL, which was filed as Exhibit
10(cn) to Quarterly Report on Form 10-Q dated August 14,
1992, is hereby incorporated herein by reference.
61 (co) $1,000,000 Promissory Note dated June 26, 1992 made by the
Company and payable to BIL, which was filed as Exhibit
10(co) to Quarterly Report on Form 10-Q dated August 14,
1992, is hereby incorporated herein by reference.
61 (cp) $1,000,000 Promissory Note dated July 10, 1992 made by the
Company and payable to BIL, which was filed as Exhibit
10(cp) to Quarterly Report on Form 10-Q dated August 14,
1992, is hereby incorporated herein by reference.
61 (cq) $1,000,000 Promissory Note dated July 16, 1992 made by the
Company and payable to BIL, which was filed as Exhibit
10(cq) to Quarterly Report on Form 10-Q dated August 14,
1992, is hereby incorporated herein by reference.
61 (cr) $1,000,000 Promissory Note dated July 30, 1992 made by the
Company and payable to BIL, which was filed as Exhibit
10(cr) to Quarterly Report on Form 10-Q dated August 14,
1992, is hereby incorporated herein by reference.
61 (cs) $1,000,000 Promissory Note dated August 31, 1992 made by the
Company and payable to BIL, which was filed as Exhibit
10(cs) to Quarterly Report on Form 10-Q dated November 19,
1992, is hereby incorporated herein by reference.
62 (ct) $1,000,000 Promissory Note dated September 4, 1992 made by
the Company and payable to BIL, which was filed as Exhibit
10(ct) to Quarterly Report on Form 10-Q dated November 19,
1992, is hereby incorporated herein by reference.
62 (cu) $2,000,000 Promissory Note dated September 11, 1992 made by
the Company and payable to BIL, which was filed as Exhibit
10(cu) to Quarterly Report on Form 10-Q dated November 19,
1992, is hereby incorporated herein by reference.
62 (cv) $1,000,000 Promissory Note dated October 1, 1992 made by the
Company and payable to BIL, which was filed as Exhibit
10(cv) to Quarterly Report on Form 10-Q dated November 19,
1992, is hereby incorporated herein by reference.
62 (cw) $1,000,000 Promissory Note dated November 4, 1992 made by
the Company and payable to BIL, which was filed as Exhibit
10(cw) to Quarterly Report on Form 10-Q dated November 19,
1992, is hereby incorporated herein by reference.
62 (cx) $1,000,000 Promissory Note dated November 12, 1992 made by
the Company and payable to BIL, which was filed as Exhibit
10(cx) to Quarterly Report on Form 10-Q dated November 19,
1992, is hereby incorporated herein by reference.
62 (cy) Standard Offer, Agreement and Escrow Instructions for
Purchase of Real Estate dated as of June 5, 1992 for the
sale of the corporate headquarters and principal
manufacturing facility in Camarillo, California, which was
filed as Exhibit 10(cy) to Current Report on Form 8-K dated
November 19, 1992, is hereby incorporated herein by
reference.
62 (cz) Amendment to Standard Offer, Agreement and Escrow
Instructions for Purchase of Real Estate dated as of October
8, 1992 and Exhibits 1 and 2 thereto, which was filed as
Exhibit 10(cz) to Current Report on Form 8-K dated November
19, 1992, is hereby incorporated herein by reference.
62 (da) Amendment No. 2 to First Amended and Restated Credit
Agreement between the Company and BIL, dated February 21,
1992 and filed as Exhibit 10(da) to Annual Report on Form
10-K dated April 9, 1993, is hereby incorporated herein by
reference.
62 (db) Consent Agreement dated February 21, 1992 between the
Company and BIL and filed as Exhibit 10(db) to Annual Report
on Form 10-K dated April 9, 1993, is hereby incorporated
herein by reference.
62 (dc) Termination Agreement dated July 31, 1992 between the
Company and Warren J. Nelson and filed as Exhibit 10(dc) to
Annual Report on Form 10-K dated April 9, 1993, is hereby
incorporated herein by reference.
62 (dd) Revolving Credit Agreement dated September 30, 1992 between
Everest & Jennings, Inc. and The Hongkong and Shanghai
Banking Corporation Limited and filed as Exhibit 10(dd) to
Annual Report on Form 10-K dated April 9, 1993, is hereby
incorporated herein by reference.
62 (de) Purchase and Sale Agreement, Ortopedia Holding GmbH, dated
November 20, 1992 and filed as Exhibit 10(de) to Annual
Report on Form 10-K dated April 9, 1993, is hereby
incorporated herein by reference.
63 (df) $1,500,000 Promissory Note dated December 7, 1992 made by
the Company and payable to BIL and filed as Exhibit 10(df)
to Annual Report on Form 10-K dated April 9, 1993, is hereby
incorporated herein by reference.
63 (dg) $1,000,000 Promissory Note dated December 22, 1992 made by
the Company and payable to BIL and filed as Exhibit 10(dg)
to Annual Report on Form 10-K dated April 9, 1993, is hereby
incorporated herein by reference.
63 (dh) $1,500,000 Promissory Note dated December 30, 1992 made by
the Company and payable to BIL and filed as Exhibit 10(dh)
to Annual Report on Form 10-K dated April 9, 1993, is hereby
incorporated herein by reference.
63 (di) $1,000,000 Promissory Note dated January 8, 1993 made by the
Company and payable to BIL and filed as Exhibit 10(di) to
Annual Report on Form 10-K dated April 9, 1993, is hereby
incorporated herein by reference.
63 (dj) $2,000,000 Promissory Note dated January 13, 1993 made by
the Company and payable to BIL and filed as Exhibit 10(dj)
to Annual Report on Form 10-K dated April 9, 1993, is hereby
incorporated herein by reference.
63 (dk) $2,000,000 Promissory Note dated January 21, 1993 made by
the Company and payable to BIL and filed as Exhibit 10(dk)
to Annual Report on Form 10-K dated April 9, 1993, is hereby
incorporated herein by reference.
63 (dl) $2,000,000 Promissory Note dated January 28, 1993 made by
the Company and payable to BIL and filed as Exhibit 10(dl)
to Annual Report on Form 10-K dated April 9, 1993, is hereby
incorporated herein by reference.
63 (dm) $1,000,000 Promissory Note dated January 29, 1993 made by
Smith & Davis Manufacturing Company to BIL, amending
original Note dated December 23, 1992 and filed as Exhibit
10(dm) to Annual Report on Form 10-K dated April 9, 1993, is
hereby incorporated herein by reference.
63 (dn) First Amendment to Accounts Financing Agreement (Security
Agreement) dated January 29, 1993 between Smith & Davis
Manufacturing Company and Congress Financial Corporation and
filed as Exhibit 10(dn) to Annual Report on Form 10-K dated
April 9, 1993, is hereby incorporated herein by reference.
63 (do) Promissory Note dated January 29, 1993 between the Company
and the Retirement Plan for Employees of Everest & Jennings
International Ltd. and filed as Exhibit 10(do) to Annual
Report on Form 10-K dated April 9, 1993, is hereby
incorporated herein by reference.
63 (dp) First Amendment dated February 5, 1993 to Revolving Credit
Agreement between Everest & Jennings, Inc. and The Hongkong
and Shanghai Banking Corporation Limited and filed as
Exhibit 10(dp) to Annual Report on Form 10-K dated April 9,
1993, is hereby incorporated herein by reference.
63 (dq) $2,251,198.58 Promissory Note dated February 8, 1993 made by
the Company and payable to Heritage Pullman Bank & Trust and
filed as Exhibit 10(dq) to Annual Report on Form 10-K dated
April 9, 1993, is hereby incorporated herein by reference.
64 (dr) $1,000,000 Promissory Note dated February 11, 1993 made by
the Company and payable to BIL and filed as Exhibit 10(dr)
to Annual Report on Form 10-K dated April 9, 1993, is hereby
incorporated herein by reference.
64 (ds) $1,000,000 Promissory Note dated February 23, 1993 made by
the Company and payable to BIL and filed as Exhibit 10(ds)
to Annual Report on Form 10-K dated April 9, 1993, is hereby
incorporated herein by reference.
64 (dt) $1,000,000 Promissory Note dated March 2, 1993 made by the
Company and payable to BIL and filed as Exhibit 10(dt) to
Annual Report on Form 10-K dated April 9, 1993, is hereby
incorporated herein by reference.
64 (du) $1,000,000 Promissory Note dated March 11, 1993 made by the
Company and payable to BIL and filed as Exhibit 10(du) to
Annual Report on Form 10-K dated April 9, 1993, is hereby
incorporated herein by reference.
64 (dv) $1,000,000 Promissory Note dated March 22, 1993 made by the
Company and payable to BIL and filed as Exhibit 10(dv) to
Annual Report on Form 10-K dated April 9, 1993, is hereby
incorporated herein by reference.
64 (dw) Second Amendment dated March 30, 1993 to Revolving Credit
Agreement between Everest & Jennings, Inc. and The Hongkong
and Shanghai Banking Corporation Limited and filed as
Exhibit 10(dw) to Annual Report on Form 10-K dated April 9,
1993, is hereby incorporated herein by reference.
64 (dx) $2,000,000 Promissory Note dated March 31, 1993 made by the
Company and payable to BIL and filed as Exhibit 10(dx) to
Annual Report on Form 10-K dated April 9, 1993, is hereby
incorporated herein by reference.
64 (dy) Amendment No. 1 to Promissory Notes, dated March 29, 1993
and filed as Exhibit 10(dy) to Annual Report on Form 10-K
dated April 9, 1993, is hereby incorporated herein by
reference.
64 (dz) Amendment No. 1 to Amended and Restated Promissory Note,
dated March 29, 1993 and filed as Exhibit 10(dz) to Annual
Report on Form 10-K dated April 9, 1993, is hereby
incorporated herein by reference.
64 (ea) Amendment No. 3 to First Amended and Restated Credit
Agreement, dated March 29, 1993 and filed as Exhibit 10(ea)
to Annual Report on Form 10-K dated April 9, 1993, is hereby
incorporated herein by reference.
64 (eb) $1,300,000 Promissory Note dated April 13, 1993 made by the
Company and payable to BIL and filed as Exhibit 10(eb) to
Quarterly Report on Form 10-Q for the Quarterly Period Ended
March 31, 1993, is hereby incorporated herein by reference.
64 (ec) $1,000,000 Promissory Note dated April 22, 1993 made by the
Company and payable to BIL and filed as Exhibit 10(ec) to
Quarterly Report on Form 10-Q for the Quarterly Period Ended
March 31, 1993, is hereby incorporated herein by reference.
64 (ed) $3,500,000 Promissory Note dated April 30, 1993 made by the
Company and payable to BIL and filed as Exhibit 10(ed) to
Quarterly Report on Form 10-Q for the Quarterly Period Ended
March 31, 1993, is hereby incorporated herein by reference.
65 (ee) Equipment Purchase Agreement dated April 9, 1993 by and
between the Company and Sentry Financial Corporation, filed
as Exhibit 10(ee) to Quarterly Report on Form 10-Q for the
Quarterly Period Ended June 30, 1993, is hereby incorporated
herein by reference.
65 (ef) Master Lease dated April 9, 1993 by and between the Company
and Steego Corporation, filed as Exhibit 10(ef) to Quarterly
Report on Form 10-Q for the Quarterly Period Ended June 30,
1993, is hereby incorporated herein by reference.
65 (eg) $1,000,000 Promissory Note dated May 28, 1993 made by the
Company and payable to BIL, filed as Exhibit 10(eg) to
Quarterly Report on Form 10-Q for the Quarterly Period Ended
June 30, 1993, is hereby incorporated herein by reference.
65 (eh) $1,000,000 Promissory Note dated June 14, 1993 made by the
Company and payable to BIL, filed as Exhibit 10(eh) to
Quarterly Report on Form 10-Q for the Quarterly Period Ended
June 30, 1993, is hereby incorporated herein by reference.
65 (ei) $500,000 Promissory Note dated June 22, 1993 made by the
Company and payable to BIL, filed as Exhibit 10(ei) to
Quarterly Report on Form 10-Q for the Quarterly Period Ended
June 30, 1993, is hereby incorporated herein by reference.
65 (ej) Amendment No. 2 to Promissory Notes, dated June 30, 1993,
filed as Exhibit 10(ej) to Quarterly Report on Form 10-Q for
the Quarterly Period Ended June 30, 1993, is hereby
incorporated herein by reference.
65 (ek) Amendment No. 2 to Amended and Restated Promissory Note,
dated June 30, 1993, filed as Exhibit 10(ek) to Quarterly
Report on Form 10-Q for the Quarterly Period Ended June 30,
1993, is hereby incorporated herein by reference.
65 (el) Amendment No. 4 to First Amended and Restated Credit
Agreement, dated June 30, 1993, filed as Exhibit 10(el) to
Quarterly Report on Form 10-Q for the Quarterly Period Ended
June 30, 1993, is hereby incorporated herein by reference.
65 (em) $1,500,000 Promissory Note dated July 1, 1993 made by the
Company and payable to BIL, filed as Exhibit 10(em) to
Quarterly Report on Form 10-Q for the Quarterly Period Ended
June 30, 1993, is hereby incorporated herein by reference.
65 (en) $2,500,000 Promissory Note dated July 14, 1993 made by the
Company and payable to BIL, filed as Exhibit 10(en) to
Quarterly Report on Form 10-Q for the Quarterly Period Ended
June 30, 1993, is hereby incorporated herein by reference.
65 (eo) $1,000,000 Promissory Note dated August 18, 1993 made by the
Company and payable to BIL, filed as Exhibit 10(eo) to
Quarterly Report on Form 10-Q for the Quarterly Period Ended
September 30, 1993, is hereby incorporated herein by
reference.
65 (ep) $2,000,000 Promissory Note dated August 30, 1993 made by the
Company and payable to BIL, filed as Exhibit 10(ep) to
Quarterly Report on Form 10-Q for the Quarterly Period Ended
September 30, 1993, is hereby incorporated herein by
reference.
65 (eq) $1,800,000 Promissory Note dated September 21, 1993 made by
the Company and payable to BIL, filed as Exhibit 10(eq) to
Quarterly Report on Form 10-Q for the Quarterly Period Ended
September 30, 1993, is hereby incorporated herein by
reference.
66 (er) Third Amendment to Revolving Credit Agreement dated
September 30, 1993 by and between E&J Inc. and The Hongkong
and Shanghai Banking Corporation Limited, filed as Exhibit
10(er) to Quarterly Report on Form 10-Q for the Quarterly
Period Ended September 30, 1993, is hereby incorporated
herein by reference.
66 (es) Debt Conversion Agreement dated September 30, 1993 by and
among the Company, E&J Inc., BIL and the Jennings Investment
Co, filed as Exhibit 10(es) to Quarterly Report on Form 10-Q
for the Quarterly Period Ended September 30, 1993, is hereby
incorporated herein by reference.
66 (et) Convertible Promissory Note -- Common Stock dated September
30, 1993, filed as Exhibit 10(et) to Quarterly Report on
Form 10-Q for the Quarterly Period Ended September 30, 1993,
is hereby incorporated herein by reference.
66 (eu) Convertible Promissory Note -- Preferred Stock dated
September 30, 1993, filed as Exhibit 10(eu) to Quarterly
Report on Form 10-Q for the Quarterly Period Ended September
30, 1993, is hereby incorporated herein by reference.
66 (ev) Revolving Promissory Note dated September 30, 1993 made by
the Company and E&J Inc. and payable to BIL, filed as
Exhibit 10(ev) to Quarterly Report on Form 10-Q for the
Quarterly Period Ended September 30, 1993, is hereby
incorporated herein by reference.
66 (ew) Security Agreement dated September 30, 1993 by and among the
Company, E&J Inc. and BIL, filed as Exhibit 10(ew) to
Quarterly Report on Form 10-Q for the Quarterly Period Ended
September 30, 1993, is hereby incorporated herein by
reference.
66 (ex) Registration Rights Agreement dated September 30, 1993 by
and between the Company and BIL, filed as Exhibit 10(ex) to
Quarterly Report on Form 10-Q for the Quarterly Period Ended
September 30, 1993, is hereby incorporated herein by
reference.
66 (ey) Fourth Amendment to Revolving Credit Agreement dated October
8, 1993 by and between E&J Inc. and The Hongkong and
Shanghai Banking Corporation Limited, filed as Exhibit
10(ey) to Quarterly Report on Form 10-Q for the Quarterly
Period Ended September 30, 1993, is hereby incorporated
herein by reference.
66 18 Letter Re Change in Accounting Principles, filed as Exhibit
18 to Annual Report on Form 10-K dated March 27, 1992, is
hereby incorporated herein by reference.
88 22* Subsidiaries of the Registrant.
66 24 (a) Consent of Deloitte & Touche dated April 4, 1991 with
respect to S-8 Registration Statement, filed as Exhibit 24
to Annual Report on Form 10-K dated April 11, 1991, is
hereby incorporated herein by reference.
66 (b) Consent of Deloitte & Touche with respect to S-8
Registration Statement filed as Exhibit 24(a) to Annual
Report on Form 10-K dated March 27, 1992, is hereby
incorporated herein by reference.
66 (c) Consent of Price Waterhouse with respect to S-8 Registration
Statement, filed as Exhibit 24(b) to Annual Report on Form
10-K dated March 27, 1992, is hereby incorporated herein by
reference.
67 (d) Consent of Deloitte & Touche dated April 13, 1993 with
respect to S-8 Registration Statement, filed as Exhibit
24(d) to Quarterly Report on Form 10-Q for the Quarterly
Period Ended September 30, 1993, is hereby incorporated
herein by reference.
67 (e) Consent of Price Waterhouse dated April 14, 1993 with
respect to S-8 Registration Statement, filed as Exhibit
24(e) to Quarterly Report on Form 10-Q for the Quarterly
Period Ended September 30, 1993, is hereby incorporated
herein by reference.
89 (f)* Consent of Price Waterhouse dated March 30, 1994 with
respect to S-8 Registration Statement.
* Filed herewith in this Annual Report on Form 10-K