EXHIBIT NO. 10.41
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;
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(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.
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(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
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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
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(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
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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
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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
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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
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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.
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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.
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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
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
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
(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
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
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
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
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
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
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
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
GUARANTOR OF CERTAIN BUYER
ASSUMED LIABILITIES
/s/ Sidney Wildes
-----------------------
Sidney Wildes
/s/ Forrest H. Wildes
-----------------------
Forrest H. Wildes
Page 22
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.
January 29, 1997 Page 1
5:19 pm IPS
DEPRECIATION EXPENSE REPORT
BUILDINGS for DBH Books FY = 10
as of 10/97
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
- ------ ------ -------- ---- ------ -------- ----------- ---- ------------ ------------ -------- ------------
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-
97
EXHIBIT B
Page 1 of 11
January 29, 1997 Page 2
5:19 pm
IPS
DEPRECIATION EXPENSE REPORT
for DBH Books FY = 10
COMPUTER EQUIPMENT as of 10/97
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
- ------ ------ -------- ---- ------ -------- ----------- ---- ------------ ------------ -------- ------------
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)
January 29, 1997 Page 3
5:19 pm IPS
DEPRECIATION EXPENSE REPORT
for DBH Books FY = 10
as of 10/97
====================================================================================================================================
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
- ------ ------ -------- ---- ------ -------- ----------- ---- ------------ ------------ -------- ------------
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
---------
January 29, 1997 Page 4
5:19 pm
IPS
DEPRECIATION EXPENSE REPORT
for DBH Books FY=10
as of 10/97
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
- ------ ------ -------- ---- ------ -------- ----------- ---- ------------ ------------ ------- ------------
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)
January 29, 1997 Page 5
5:19 pm IPS
DEPRECIATION EXPENSE REPORT
for DBH Books FY =10
as of 10/97
==================================================================================================================================
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
- ------ ------ -------- ---- ------ -------- ----------- ---- ------------ ------------ ------- ------------
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
January 29, 1997 Page 6
5:19 pm
IPS
DEPRECIATION EXPENSE REPORT
for DBH Books FY = 10
as of 10/97
====================================================================================================================================
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
- ------ ------ -------- ---- ------ -------- ----------- ---- ------------ ------------ -------- ------------
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'
January 29, 1997
5:19 pm IPS Page 7
DEPRECIATION EXPENSE REPORT
for DBH Books FY = 10
as of 10/97
===================================================================================
In Svc Acquired Dep P Est Salvage/ Depreciable Thru
SYS No Date Value Meth T Life Sect 179 Basis Date
- ------ ------ ------- ---- - ---- -------- ----------- ----
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
===========
==================================================================================
In Svc Prior Accum Depreciation Current Year Curr Accum
SYS No Date Depreciation This Run to Date Depreciation
- ------ ---- ------------ ------------ ------------ ------------
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
==========
A/D 10-31-98 $184,415.05
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
======================================================================================
In Svc Acquired Dep P Est Salvage/ Depreciable Thru
SYS No Date Value Meth T Life Sect 179 Basis Date
- ------ ------ -------- ---- - ---- -------- ----------- -----
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)
==================================================================================
Prior Accum Depreciation Current Year Curr Accum
SYS No Depreciation This Run to Date Depreciation Key
- ------ ------------ ------------ ------------ ------------ ---
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
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
=======================================================================================
In Svc Acquired Dep P Est Salvage/ Depreciable Thru
SYS No Date Value Meth T Life Sect 179 Basis Date
- ------ ----- ------- ---- - ---- -------- ----------- -----
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
================================================================================================
Prior Accum Depreciation Current Year Curr Accum
SYS No Depreciation This Run to Date Depreciation
- ------ ------------ ------------ ------------ ------------
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
========== =========
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
====================================================================================
In Svc Acquired Dep P Est Salvage/ Depreciable Thru
SYS No Date Value Meth T Life Sect 179 Basis Date
- ------ ------ ------- ---- - ---- -------- ----------- ----
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
=====================================================================================
Prior Accum Depreciation Current Year Curr Accum
SYS No Depreciation This Run to Date Depreciation
- ------ ------------ ------------ ------------ ------------
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
=======
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
====================================================================================
In Svc Acquired Dep P Est Salvage/ Depreciable Thru
SYS No Date Value Meth T Life Sect 179 Basis Date
- ------ ------ ------- ---- - ---- -------- ----------- ----
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
========== ==== ==========
================================================================================================
Prior Accum Depreciation Current Year Curr Accum
SYS No Depreciation This Run to Date Depreciation
- ------ ------------ ------------ ------------ ------------
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
==========
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
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
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)
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
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
-- 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 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 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
- --------------------------------------------------------------------------------
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
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-
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
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-
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-
(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-
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-
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-
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
- -------------------------------------------------------------------------------------------------
OFFICER INTEREST PRINCIPAL FUNDING MATURITY CUSTOMER LOAN
IDENTIFICATION RATE AMOUNT DATE DATE NUMBER NUMBER
25 /s/ JJ 25 /s/ JJ
307 12T 9.750% $116,345.00 09/04/98 09/04/03
- -------------------------------------------------------------------------------------------------
Purpose: PURCHASE EQUIPMENT
PROMISE TO PAY: For value received. Borrower promises to pay to the order of
Lender the principal amount of One Hundred Sixteen Thousand Three Hundred Forty
Five and no/100 Dollars ($ 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
----------
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:
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
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
- -----------VENDOR-------------------------- --------------AGED INVOICE AMOUNT OUTSTANDING------------- VALID
NAME NUMBER CURRENT 30 DAYS 60 DAYS 90+ DAYS DISCOUNTS AMOUNT DUE
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
EXHIBIT F
Dec 03, 1999 Page 2
ACCOUNTS PAYABLE SUMMARY AGED TRIAL BALANCE
As of 12/03/99 - Aged by Invoice Date
- -----------VENDOR-------------------------- --------------AGED INVOICE AMOUNT OUTSTANDING------------- VALID
NAME NUMBER CURRENT 30 DAYS 60 DAYS 90+ DAYS DISCOUNTS AMOUNT DUE
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
Dec 03, 1999 Page 3
ACCOUNTS PAYABLE SUMMARY AGED TRIAL BALANCE
As of 12/03/99 - Aged by Invoice Date
- -----------VENDOR-------------------------- --------------AGED INVOICE AMOUNT OUTSTANDING------------- VALID
NAME NUMBER CURRENT 30 DAYS 60 DAYS 90+ DAYS DISCOUNTS AMOUNT DUE
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
Dec 03, 1999 Page 4
ACCOUNTS PAYABLE SUMMARY AGED TRIAL BALANCE
As of 12/03/99 - Aged by Invoice Date
- -----------VENDOR-------------------------- --------------AGED INVOICE AMOUNT OUTSTANDING------------- VALID
NAME NUMBER CURRENT 30 DAYS 60 DAYS 90+ DAYS DISCOUNTS AMOUNT DUE
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
-------------------------------------
IPS
CUSTOMER DEPOSITS
-------------------------------------
11/30/99
--------
- -------------------------------------------------------------------------------------------------------
11/30/99 ADDITIONS REDUCTIONS
- -------------------------------------------------------------------------------------------------------
CUSTOMER BEG. BAL. DATE AMOUNT DATE AMOUNT END. BAL.
- -------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------
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
- -------------------------------------------------------------------------------------------------------