1
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement ("Agreement"), dated as of the 23rd day
of December 1997, by and between ICHOR CORPORATION, a Delaware corporation
(the "Seller") and EVERGREEN HOLDING INC., a corporation (the
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"Purchaser").
W I T N E S S E T H :
WHEREAS, Seller is the owner of all of the issued and outstanding shares
of common stock, par value $0.01 per share (the "Shares"), of Ortek, Inc., a
Washington corporation (the "Company"); and
WHEREAS, the Company owns and operates an oil reprocessing plant, which is
located on real property owned by the Company in Chicago, Illinois (the
"Business"); and
WHEREAS, the Seller desires to sell and transfer to Purchaser, and the
Purchaser desires to purchase and acquire from the Seller, in exchange for the
consideration hereinafter specifically set forth, all of the Shares upon the
terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of, and subject to, the premises and
mutual agreements contained herein, the parties hereto, intending to be
legally bound hereby, agree as follows:
ARTICLE I
Sale and Purchase
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1.1 Purchase of Shares. On the terms and subject to the conditions of this
Agreement, Seller shall sell, transfer, assign, convey and deliver to the
Purchaser, and the Purchaser shall purchase, acquire and accept from the
Seller, all of Seller's right, title and interest in and to the Shares.
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1.2 Purchase Price; Adjustments.
(a) The purchase price for the Shares shall be One Million and 00/100
Dollars ($1,000,000.00) (the "Purchase Price"), which shall be payable by
Purchasers to Seller as follows:
(i) Initial Payment. The Purchasers shall pay to Seller Three Hundred
Twenty Thousand and 00/100 Dollars ($320,000.00) (the "Initial Payment"), in
immediately available funds on the later of the Closing Date or upon receipt
of documents releasing collateral for the debts set forth on Schedule 7.1
hereof; and
(ii) Final Payment. The Purchaser shall pay to Seller Six Hundred Eighty
Thousand and 00/100 Dollars ($680,000.00), without setoff, and with interest
at the rate of two and one half percent (2.5%) per annum on or before the one
year anniversary of the Closing Date ("Final Payment").
ARTICLE II
Closing
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Subject to the terms and conditions set forth herein, the closing of the
transactions contemplated by this Agreement shall take place on or before
December 23, 1997 (herein referred to as the "Closing" or the "Closing Date")
and shall be held at such time and place as may be agreed upon between
Purchaser and Seller and shall be effective as of 11:59 p.m. on December 23,
1997.
ARTICLE III
Representations and Warranties of Seller
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The Seller hereby represents and warrants to the Purchaser as follows:
3.1 Organization, Authority. The Company is a corporation duly organized
and presently subsisting under the laws of the State of Washington and has, in
all material
2.
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respects, the corporate power and authority to own, lease and operate its
assets, properties and business and to carry on its business as now being
conducted.
3.2 Authority to Execute and Perform the Agreement; No Breach by Seller.
The Seller has received such approvals and taken such actions as are required
to enter into, execute and deliver this Agreement. This Agreement, when duly
executed and delivered, will be the valid and binding obligation of Seller
enforceable in accordance with its terms, except to the extent that
enforceability may be limited by applicable bankruptcy, insolvency or other
laws affecting the enforcement of creditors' rights generally or by general
principles of equity.
3.3 Outstanding Shares. The Company is authorized to issue ten thousand
(10,000) shares of common stock, par value $0.01 per share, of which ten
thousand (10,000) shares are issued and outstanding. No other class of
capital stock of the Company is authorized or outstanding. All of the issued
and outstanding shares are duly authorized and validly issued, fully paid and
nonassessable.
3.4 Options or Other Rights. There is no outstanding right,
subscription, warrant, call, unsatisfied preemptive right, option or other
agreement of any kind to purchase or otherwise to receive from either the
Seller or from the Company any interest in the Company, and there is no
outstanding security of any kind convertible into such interest in the
Company.
3.5 Constituent Documents. The Seller has heretofore delivered to
Purchaser true and complete copies of the Articles of Incorporation and By-
Laws of the Company as in effect on the date hereof and there are no
dissolution, liquidation or bankruptcy proceedings pending, contemplated by
or, to the knowledge of Seller, threatened against the Company.
3.6. Title to the Shares. The Seller owns beneficially and of record and
has full power and authority to convey to Purchaser all of the Shares.
3.
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3.7 Assets. The Company has, and shall have as of the Closing, good,
valid and marketable title to all of its assets and properties, except for
inventory sold or disposed of between the date hereof and the Closing in the
ordinary course of business.
3.8 Brokers or Finders. Seller is not obligated, directly or indirectly,
to any person for brokerage or finders' fees, agents' commissions or any
similar charges in connection with the Agreement or the transactions
contemplated hereby.
3.9 Balance Sheet. Schedule 3.10 attached hereto is a true and complete,
to the best of Seller's knowledge, with respect to trade payables and
borrowings by the Company, copy of the Company's balance sheet as of November
30, 1997. Seller will represent at closing that they have been no adverse
material change in the balance sheet since November 30, 1997. In the event
that there are undisclosed trade payables or Company borrowings as of November
30, 1997, then to the extent that such undisclosed trade payables or Company
borrowings exceed, in the aggregate, $35,000, the Purchaser may seek
indemnification from the Seller.
3.10 Environmental. The environmental studies of the Company's XxXxxx
facility, including current monitoring, all of which have been and continue to
be submitted to the appropriate regulatory authorities, do not reveal the
presence of any detectable level of PCB's in the soil or ground water.
3.11 Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED HEREIN,
SELLER IS MAKING NO REPRESENTATION OR WARRANTY, IMPLIED OR OTHERWISE, WITH
RESPECT TO THE VALUE, UTILITY, MERCHANTABILITY OR ANY OTHER ASPECT OF THE
ASSETS OR LIABILITIES OF THE COMPANY, INCLUDING (ASSETS AND LIABILITIES
(ACTUAL OR CONTINGENT) OF THE COMPANY SET FORTH ON THE NOVEMBER 30, 1997
BALANCE SHEET, ARE TO THE
4.
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BEST OF SELLER'S KNOWLEDGE), BUT NOT LIMITED TO, ENVIRONMENTAL LIABILITIES
RELATING TO THE REAL PROPERTY. PURCHASER HAS ARRANGED FOR TITLE INSURANCE ON
THE REAL PROPERTY. SELLER MAKES NO REPRESENTATION AS TO SUCH PROPERTY.
ARTICLE IV
Representations and Warranties of the Purchaser
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Purchaser hereby represents and warrants to the Seller as follows:
4.1 Authority to Execute and Perform the Agreement; No Breach by
Purchaser. The Purchaser has the power and authority, and has received such
approvals and taken such actions as are required, to enter into, execute and
deliver this Agreement. This Agreement, when duly executed and delivered,
will be the valid and binding obligation of the Purchaser enforceable in
accordance with its terms, except to the extent that enforceability may be
limited by applicable bankruptcy, insolvency or other laws affecting the
enforcement of creditors' rights generally or by general principles of equity.
Neither the execution nor delivery by the Purchaser hereof, the compliance by
the Purchaser with the terms and conditions hereof nor the consummation by the
Purchaser of the transactions contemplated hereby will (i) require any
consent, authorization or approval of any federal, state, county, local or
other governmental or regulatory body or (ii) conflict with, result in a
breach of, constitute an event of default under require any consent,
authorization or approval under, any mortgage, lien, lease, agreement or
instrument to which the Purchaser is a party or by which the Purchaser may be
bound.
4.2 Capability to Perform; Financial Matters. The Purchaser has the
business expertise and the financial ability to perform all of its obligations
pursuant to this Agreement.
5.
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4.3 Purchase for Investment. Purchaser is purchasing the Shares for
investment for Purchaser's own account, with no present intention of dividing
Purchaser's participation with others or reselling or otherwise distributing
the Shares. Purchaser acknowledges that the Shares have not been registered
under the Securities Act of 1933, as amended, or any applicable state
securities laws and understands that the transfer of the Shares by Purchaser
must be in accordance with the registration requirements of the Securities Act
of 1933, as amended, and of any applicable state security laws or in
accordance with applicable law regulating exemption from registration under
the Securities Act of 1933, as amended, and any applicable state securities
laws.
4.4 Disclaimer of Warranties. Except as otherwise expressly provided
herein, Purchaser acknowledges that Seller makes no warranty, express or
implied, to anyone, as to the Company or the Business or the assets or
properties owned by the Company. Purchaser affirms that, although Purchaser
may have asked for and received from Seller information and other assistance
regarding the Company and the Business, Purchaser has independently, and in
Purchaser's sole judgment, selected the Shares for purchase and has not relied
upon any statement or representation of Seller except as contained in this
Agreement in deciding to effect the purchase of the Shares. Notwithstanding
the foregoing, Purchaser has had the opportunity to perform "due diligence"
investigation on those items set forth on Schedule 4.4 hereto.
4.5 Brokers or Finders. The Purchaser is not obligated, directly or
indirectly, to any person for investment banking, brokerage or finders' fees,
agents' commissions or any similar charges in connection with the Agreement or
the transactions contemplated hereby.
6.
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ARTICLE V
Covenants of the Seller
-----------------------
The Seller covenants and agrees as follows:
5.1 No Actions to Make Representations Untrue. The Seller shall not
take, and shall cause the Company not to take, any action which would cause
any of the representations and warranties of the Seller set forth in the
Agreement to become untrue or any of the conditions to the Closing to be
unsatisfied.
5.2 Post-Closing Access to Information. If after the Closing, in order
properly to prepare documents or reports required to be filed with
governmental authorities or its financial statements, it is necessary that the
Purchaser be furnished additional information relating to the Company or the
Business, the Seller will use their reasonable efforts to promptly furnish
this information to the Purchaser, if available.
5.3 Consummation of the Transaction. The Seller shall use reasonable
commercial efforts to take, or cause to be taken, all actions and to do, or
cause to be done, all things necessary, proper or advisable, under applicable
law and regulation, to consummate and make effective the transactions
contemplated by the Agreement. The Seller will execute and deliver, or cause
to be executed and delivered, such assignments, consents or other instruments
as the Purchaser may reasonably request for the purpose of carrying out the
transactions contemplated by the Agreement.
7.
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ARTICLE VI
Covenants of the Purchaser
--------------------------
The Purchaser covenants and agrees as follows:
6.1 No Actions to Make Representations Untrue. The Purchaser shall not
take any action which would cause any of the representations and warranties of
the Purchaser set forth in the Agreement to become untrue or any of the
conditions to the Closing to be unsatisfied.
6.2 Post-Closing Access to Information. If after the Closing, in order
properly to prepare documents or reports required to be filed with
governmental authorities or its financial statements, it is necessary that the
Seller be furnished additional information relating to the Company or the
Business, the Purchaser will use reasonable efforts to promptly furnish this
information to the Seller, if available.
6.3 Consummation of the Transaction. The Purchaser shall use all efforts
to take, or cause to be taken, all actions and to do, or cause to be done, all
things necessary, proper or advisable, under applicable law and regulation, to
consummate and make effective the transactions contemplated by this Agreement.
The Purchaser will execute and deliver, or cause to be executed and delivered,
such instruments as the Seller may reasonably request for the purpose of
carrying out the transactions contemplated by the Agreement.
6.4 Security for Purchase Price. On the Closing Date Purchaser will
deliver to Seller, in a form acceptable to Seller, an unconditional,
irrevocable letter of credit (the "Letter of Credit") from a bank acceptable
to Seller in the amount of Six Hundred Eighty Thousand and 00/100 Dollars
($680,000.00), plus interest, that will serve as security for the Final
Payment.
6.5 Indemnification. From and after the Closing (as hereinafter
defined), the Purchaser agrees to defend, indemnify and hold harmless the
Seller from and against any and all
8.
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loss, cost, damage or expense (including attorneys' fees, costs and expenses)
arising out of (i) the failure of any representation and warranty of the
Purchaser to be true, (ii) the failure of the Purchaser to comply with any of
the covenants and agreements of the Purchaser contained herein, (iii) any
liabilities arising out of the operation of the Company or the Business from
and after the Closing, including but not limited to any environmental
liabilities, and (iv) any liability for brokerage fees, finders' fees, agents'
commissions or other similar forms of compensation in connection with the
Agreement or other transactions contemplated hereby which arise solely and
exclusively from the actions or omissions of the Purchaser.
ARTICLE VII
Items to be Delivered at Closing
--------------------------------
7.1 Items to be Delivered by the Seller. In addition to, and without
limiting any of the other provisions of the Agreement, the Seller agrees to
deliver the Share certificate to the Purchaser the later of the Closing or
upon receipt of the Initial Payment and the Letter of Credit. Also, Seller
shall deliver such documents as are reasonable and necessary to assure that
all Excluded Liabilities and the collateral security therefore, has been
forgiven or released. "Excluded Liabilities" shall mean those items set forth
on Schedule 7.1 attached hereto.
7.2 Items to be Delivered by the Purchaser. In addition to, and without
limiting any of the other provisions of the Agreement, the Purchaser agrees to
deliver the Initial Payment and the Letter of Credit, to Seller on the later
of the Closing or upon receipt of documents releasing the collateral for the
debts set forth on Schedule 7.1 hereof. Also, Purchaser shall deliver such
documents as are reasonable and necessary to assure that all Excluded Assets
and the collateral security therefore, has been forgiven or released.
"Excluded Assets" shall mean those items set forth on Schedule 7.2 attached
hereto.
9.
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7.3 Items to be Delivered by Seller and Purchaser. Seller and Purchaser
each agree to deliver such other instruments, certificates and documents as
the other party or its counsel may reasonably request to carry out the
transactions contemplated by this Agreement.
ARTICLE VIII
Miscellaneous
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8.1 Termination. The Agreement may be terminated at any time prior to
the Closing:
(a) by the mutual written agreement of the Purchaser and the Seller;
(b) the Seller after December 23, 1997, if the Closing has not
occurred;
(c) by Purchaser if Seller have materially misrepresented or
breached any representation, warranty or covenant made by Purchaser in this
Agreement.
If this Agreement terminates as provided in this Section 8.1, it
shall become null and void and have no further force or effect.
8.2 Expenses. The Seller will pay all costs and expenses attributable to
the performance of and compliance with all agreements and conditions contained
in the Agreement to be performed or complied with by them. The Purchaser will
pay all costs and expenses attributable to the performance of and compliance
with all agreements and conditions contained in the Agreement to be performed
or complied with by the Purchaser.
8.3 Governing Law. The Agreement shall be governed by, and construed in
accordance with, the internal laws, and not the law of conflicts, of the
Commonwealth of Pennsylvania.
10.
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8.4 Entire Agreement; Modification, Waiver. The Agreement, including the
exhibits and schedules hereto, constitutes the entire agreement between the
Seller and the Purchaser pertaining to the subject matter hereof and
supersedes all prior agreements, understandings, negotiations and discussions,
whether oral or written, of the parties and there are no warranties,
representations or other agreements, express or implied, made to any party by
any other party in connection with the subject matter hereof except as may be
set forth herein or in documents delivered pursuant hereto. To the fullest
extent permitted by applicable law, unless otherwise expressly provided
herein, no supplement, modification, waiver or termination of the Agreement
shall be binding unless executed, in writing, by the parties to be bound
thereby. No waiver of any provision of the Agreement shall be deemed or shall
constitute a waiver of any other provision hereof (whether or not similar),
nor shall such waiver constitute a continuing waiver unless otherwise
expressly provided.
8.5 Notices. All notices, consents, requests, reports, demands or other
communications hereunder shall be in writing and may be delivered personally,
by registered or certified mail, by tested telex or telegram or by facsimile
transmission.
If to Seller:
ICHOR Corporation
Attention: Xxxx X. Xxxxxxxxx, COO
000 Xxxxxx Xxxxx
Xxxxxxxxxxx, Xxxxxxxxxxxx 00000
with a copy to:
Xxxxx X. Xxxxxxxxx, Esquire
Xxxxx Xxxx & Xxxxxxxxx
Xxx Xxxxxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
11.
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If to Purchaser:
Evergreen Holding Inc.
0000 Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
Attn: Xxxxxxx X. Xxxxxxx, Vice President, Technology
with a copy to:
Xxxxx Xxxxxxx, Esquire
Xxxxxx Xxxxxxx & Xxxxxxx
37th Floor, 000 Xxxxx Xxxxx Xxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000-0000
or to such other address or such other person as the addressee party shall
have last designated by notice to the other party. Notices given by
registered or certified mail or by telegram shall be deemed to have been given
when deposited in the mail or with the telegraph company with postage or other
charges pre-paid. All other notices shall be deemed to have been given when
received.
8.6 Counterparts. The Agreement may be executed in as many counterparts
as may be deemed necessary and convenient, and by the different parties hereto
on separate counterparts, each of which, when so executed, shall be deemed an
original, but all such counterparts shall constitute but one and the same
instrument.
8.7 Headings. The article and section headings in the Agreement are for
convenience of reference only and shall not be deemed to alter or affect the
meaning or interpretation of any provision hereof.
8.8 Record Retention. The parties hereto agree to retain, for a period
of three (3) years from and after the Closing Date, and to make available to
each other and their respective agents, counsel, employees or representatives,
all the books, records and documents (including records with respect to
accounts receivable, accounts payable and the general ledger
12.
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maintained on magnetic tape or any other electronic medium) relating to the
Business which existed on the date preceding the Closing Date and which were
in its possession. During said three (3) year period and for the next
succeeding five (5) year period, the Seller and the Purchaser shall furnish
each other not less than thirty (30) days' prior written notice of the planned
destruction of any such records so that such party may assume, upon request,
ownership of such records which would otherwise have been destroyed.
8.9 Gender and Number. Any personal pronouns used in the Agreement shall
include the other gender, whether used in the masculine, feminine or neuter
gender, and the singular shall include the plural and vice versa, whenever and
as often as may be appropriate.
13.
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8.10 Severability. If any provision of the Agreement or the application
thereof shall be held to be invalid, illegal or unenforceable, the remainder
of the Agreement shall remain in full force and effect and each court making
any such determination is requested to amend such provision in order that it
may, in such amended version, be enforceable.
IN WITNESS WHEREOF, the parties have caused the Agreement to be duly
executed as of the date first above written.
ATTEST: ICHOR CORPORATION
/s/ Xxxxxxxx X. Xxxx /s/ Xxxx X. Xxxxxxxxx
-------------------- ---------------------
ATTEST: EVERGREEN HOLDING INC.
/s/ Xxxxxx Xxxxxxx /s/ X.X. Xxxxxxxx, Vice President
------------------ ---------------------------------
and Chief Financial Officer
14.
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List Of Schedules
3.10 Balance Sheet - 11/30/97.
4.4 Due Diligence List.
7.1 Excluded Liabilities.
7.2 Excluded Assets.
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Schedule 3.10
ORTEK Inc.
Financial Statements
November 30, 1997 Balance Balance
11/30/97 Dr Cr 10/30/97
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1001 Xxxx-Xxx Xxxx Xxxxxx 0
0000 Xxxx-Xxx City Checking (5,187) 127,145 143,617 11,285
1009 Xxxxx Escrow 0
1012 Sirrom Escrow 0
1013 Xxxxxxx & Xxxxx Xxxxxx 0
0000 Xxxx-Xxxx of Xxxxx 874 1,000 1,522 1,396
1020 Xxxxx Cash 0
1100 Investment in Yorkton Securiti 0
1101 Investment in CIBC 0
1120 Investment in GoeLogic Partne 0
1123 Investment in PDG of Delaware 0
1124 Investment in Geo Holding 0
1126 Investment in Ortek 0
1150 Due from McLaren Xxxx 0
1200 Accounts Receivable 355,443 271,569 91,780 175,654
1201 Pre-Petition A/R Ortek 113,874 113,874
1205 Accounts Receivable Finance 0
1210 Accounts Receivable Retention 0
1212 Accounts Receivable Disputed 0
1215 Reserve for Bad Debt (130,000) (130,000)
1217 Reserve for Bad Debt-Finance 0
1220 Due from Custom Bio 0 0 0
1235 Insurance Receivable 3,273 0 3,273
1258 I/C 501164 BC LTD 0
1259 Valuation Allowance 501164 0
1262 I/CO ICHOR Services (64,359) 0 35,000 (29,359)
1264 I/C Geologic Recovery System 0
1266 I/C ICHOR Corporation 76,979 0 76,979
1267 I/C PDG of Delaware 0
1268 I/C GEO Holding 0
1269 I/C Ortek 0
1270 Expense Advance 0
1300 Prepaid Insurance 29,620 5,923 35,543
1302 Prepaid Expense 6,829 6,829
1350 Raw Materials Inventory 8,910 0 72,679 81,589
1360 Finished Goods Inventory 138,545 0 13,765 152,310
----------------------------------------------
Total Current Assets 534,801 399,714 364,286 499,373
1605 Equipment 50,899 0 50,899
1606 Acc Dep Equipment (81,581) 10,116 (71,465)
1609 Land 760,000 760,000
1610 Buildings 3,110,978 3,110,978
1611 Acc Dep Buildings (6,664) 833 (5,831)
1616 Office & Computer Equip 1,023 1,023
1617 Acc Dep Office & Computer Eq (272) 27 (245)
1904 Deferred Financing Costs 0
1905 Acc Amortization Def Financin 0
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Total Fixed Assets 3,834,383 0 10,976 3,845,359
1303 Security Deposit 110,229 110,229
----------------------------------------------
Total Assets 4,479,413 399,714 375,262 4,454,961
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ORTEK Inc.
Financial Statements
November 30, 1997 Balance Balance
11/30/97 Dr Cr 10/30/97
----------------------------------------------
2100 Accounts Payable 611,061 26,297 201,672 435,686
2150 Due to Xxxxxxxx Financial 500,000 350,000 150,000
2170 Acc Payable ISLIC 0
2185 Acc Payable McDonalds 0
2190 Third Party Liability 0
2208 Monroeville Local Tax Withheld 0
2301 Accrued Wages (341) (341)
2302 Accrued Liabilities 171,124 0 19,406 151,718
2303 Accrued Legal Fees 0 0 0
2310 Accrued Wage Attachments 0
2345 FUTA/Employees 0
2346 Accrued Workers Comp (9,065) 0 (9,065)
2348 Accrued Corp insurance 3,210 7,376 10,586
2400 Accrued Rent 0
2401 Accrued State Corporate Tax 0
2420 Accrued Loss on Sale of Dis O 0
2500 Current Portion L/T Debt 8,072 8,072
-----------------------------------------------
Total Current Liabilities 1,284,061 33,673 571,078 746,656
2370 Accrued Environmental Costs 1,015,942 1,015,942
2402 Accrued Federal Income Tax 148,091 148,091
2720 Equipment Loan 17,378 17,378
2722 Payable to XXXXX-X/X 0
0000 Xxxx Xxxx Xxxx-Xxxxx 750,000 335,000 1,085,000
2730 Notes Payable-Xxxxx 0
-----------------------------------------------
Total Long-Term Liabilities 1,931,411 335,000 0 2,266,411
2903 Common Stock 100 100
2908 Partnership Capital-Geo Holdin 0
2909 Partnership Capital-PDG of Del 0
2910 Paid in Capital 2,429,900 2,429,900
2920 Retained Earnings (2,893) (2,893)
Net Income (1,163,166) 449,934 271,981 (985,213)
2925 Treasury Stock 0
-----------------------------------------------
Total Equity 1,263,941 449,934 271,981 1,441,894
-----------------------------------------------
Total Liabilities & Equity 4,479,413 818,607 843,059 4,454,961
===============================================
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SCHEDULE 4.4
ORTEK, INC.
Documents and Schedules
- Ortek, Inc. Financial Statement balance sheet and income statement trial
balance as at October 31, 1997.
- Ortek, Inc. Financial Statement balance sheet and income statement trial
balance as at November 30, 1997.
- ICHOR Services Inc. Financial Statements - Ortek for the Month ending
October 31,1997
- Handwritten schedule of Ortek 10/31/97 Journal entries.
- Handwritten schedule of Ortek 11/30/97 Journal entries.
- Ortek Inc. Income Statements for the periods ending January 31, 1997,
February 28,1997, March 31,1997, April 30,1997, May 31,1997, June 30,1997,
July 30,1997 and August 31,1997.
- Check register covering the period of July 1, 1997 through December 1, 1997
and check numbers 1188 through 1626.
- National City Bank of Pennsylvania bank statement for the month ending
October 31, 1997 and attached list of outstanding checks.
- Bank of Xxxxx bank statement for the month ending October 31, 1997,
attached list of outstanding checks and check register covering the period
from October 6 through October 31, 1997 and checks 1094 through 1115.
- List of Ortek, Inc. October 1997 cash receipts.
- List of Ortek, Inc. Unpaid Accounts Receivable at 10/31/97.
- List of Ortek, Inc. Unpaid Accounts Receivable at 11/30/97.
- List of Ortek, Inc. Unpaid Accounts Receivable at 12/1/97.
- Report labeled "ICHOR Corporation Receivables Aging by Job dated 6/12/97
(indicated as representing pre-petition accounts receivable of Enviropur)
- Schedule of Production Re-Cap 10/27/97 to 11/2/97 showing the calculation
of the inventory values appearing on the financial statement trial balance
at 10/31/97.
- Schedule of Production Re-Cap 11/24/97 to 11/30/97 showing the calculation
of the inventory values appearing on the financial statement trial balance
at 11/30/97.
- Schedule of Distillate Shipments and Pricing covering the weekly periods
from May 9 through October 3, 1997.
- Schedule of Ortek Sales of Distillate by customer from April 18, 1997
through November 11,1997.
- Schedule of Ortek Sales of Distillate by customer from April 18, 1997
through December 2,1997.
- List of Ortek, Inc. deposits showing amounts and who deposit is with.
19
- Schedule showing IRS lien and calculation of related interest for periods
December to May 1997 and May to November 1997.
- List of Ortek accounts payable as of October 31, 1997 and reconciliation of
amounts to balance on the October 31, 1997 financial statement trial
balance.
- List of Ortek accounts payable as of November 30, 1997 and reconciliation
of amounts to balance on the November 30, 1997 financial statement trial
balance.
- List of Ortek accounts payable as of December 2,1997.
- Ortek Schedule showing items comprising Other Liabilities, Accrued
Insurance and Prepaid Insurance accounts shown on the October 31, 1997
financial statement trial balance.
- Schedule of weekly payroll for November 1997.
- Schedule of weekly payroll for October 1997.
- Schedule of current and long term lease obligation debt.
- Schedules of daily waste oil purchases for May 1997, June 1997, July 1997,
August 1997 and September 1997.
- Copy of Ortek, Inc. ADP payroll journal for the periods ending November
9,1997, November 16,1997, November 23, 1997, November 30,1997, December
15,1997.
- Consolidated U.S. Corporation Income Tax Return of ICHOR Corporation and
Subsidiaries for the period February 1,1996 through December 31, 1996.
- Combined unitary Illinois Income and Replacement Tax Return of ICHOR
Corporation and Subsidiaries for the period February 1, 1996 through
December 31,1996.
- Copy of Purchase Order between TexPar Energy, Inc. (Buyer) and Ortek, Inc.
(Vendor) dated May 1, 1997.
- Copy of Purchase Agreement between Refuel, Inc. and Ortek, Inc. numbered
156668 dated March 25, 1997.
- Schedule of Ortek Inc. purchase accounting journal entry relating to issue
of 5000 shares of Ortek to 501164 BC.
- Schedule labeled Ortek, Inc. McCook Facility assignment of cost to assets
acquired.
- Schedule labeled Ortek, Inc. assigned cost to assets acquired adjustment
subsequent to 12/31/96.
- Chart labeled "Ortek weekly revenue composition".
- Copy of State of Washington Certificate of Incorporation of BC Ventures
Limited dated December 4, 1996.
- Copy of State of Washington Certificate of Amendment to BC Ventures Limited
changing name to Ortek, Inc. dated December 18, 1996.
- Copy of Ortek, Inc. Bylaws originally adopted December 13,1996.
- Copy of Directors' Resolutions dated January 1997.
- Copy of Directors' Resolutions of Ortek, Inc. dated February 5, 1997.
- Copy of Xxxx Xxxxxxxxx memo of Ortek Remediation dated February 19,1997 and
additional related comments dated December 9, 1997.
- Ortek, Inc. Employee Handbook.
- Enviropur/Xxxxxxxx Settlement Trust Fund Agreement.
20
- Enviropur Waste Refining and Technology, Inc., debtor, Chapter 11
Bankruptcy Interim Order (1) Authorizing use of cash collateral, (2)
Authorizing debtor-in-possession to incur post-petition indebtedness and
(3) Granting security interests and priority pursuant to 11 U.S.C. Section
364.
- Enviropur Waste Refining and Technology, Inc., debtor, Chapter 11
Bankruptcy Interim Order granting application for authority to sell
property outside of ordinary course of business pursuant to section 363, to
assume and assign leases pursuant to section 365, to approve notice
thereof, and to set final hearing.
- Enviropur Waste Refining and Technology, Inc., debtor, Chapter 11
Bankruptcy Final Order granting application for authority to sell property
outside of ordinary course of business pursuant to section 363 and to
assume and assign leases pursuant to section 365.
- Enviropur Waste Refining and Technology, Inc., debtor, Chapter 11
Bankruptcy Order Approving sale of assets pursuant to section 363 of
Bankruptcy Code.
- Enviropur Waste Refining and Technology, Inc., debtor, Chapter 11
Bankruptcy Stipulation Resolving the objection of Internal Revenue Service
to entry of final sales order.
- Enviropur Waste Refining and Technology, Inc. (Seller) Quitclaim Xxxx of
Sale.
- X.X. Xxxx & Sons Company release of mechanics lien dated January 29,1997.
- Loan agreement dated January 15, 1997 between Ortek, Inc. and Volendam
Investments Limited(unsigned).
- Loan agreement dated January 15, 1997 between ICHOR Corporation and ICHOR
Services, Inc., and Xxxxxxxx Financial Corporation ( unsigned).
- Amendment to Loan Agreement dated January 15, 1997 between ICHOR
Corporation and ICHOR Services, Inc., and Xxxxxxxx Financial Corporation
dated June 30, 1997 ( signed).
- Merrimac Leasing Corporation lease agreement for Catepillar fork lift.
- Merrimac Leasing Corporation lease agreement for Hewlett Packard gas
chromatograph.
- Orix Credit Alliance, Inc. lease agreement for telephone equipment.
- List of Ortek Office Furniture.
- List of Ortek Computer-Office Equip Inventory.
- Envirpur waste Refining and Technology, Inc. agreement with Oil, Chemical &
Atomic Workers International Union on Behalf of Local No. 7 - 507 covering
period August 1, 1995 to July 31, 1998.
- MB Valuation Services, Inc. Appraisal - Liquidation Value - In Place, dated
November 22,1997.
- X. Xxxxxxx Company "Fixed Plant in Place" value of Motor Oils Refining
Company, McCook, Illinois report dated April 1, 1992.
- X. Xxxxxxx Company Fair Market Appraisal and a Replacement Cost Estimate of
machinery and equipment located at Motor Oils Refining Company, McCook,
Illinois and estimate of Fixed Capital Replacement Cost report dated March
6,1992.
- Correction dated December 1, 1992 of the above reports April 1, 1992 and
March 6, 1992.
21
- Xxxxxxxx Valuation Advisors Real Estate Appraisal dated December 14, 1992.
- Binder containing copies of Ortek, Inc. Articles of Incorporation,
Organization meeting and Bylaws, Minutes - Directors, Annual Report to
secretary of State received from Sangra, Moller Barristers & Solicitors
transmitted on December 5, 1997.
- Enviropur letter to Duke's Oil Service dated November 2, 1995
- Enviropur letter to USEPA regarding Duke's Oil Service letter dated
November 2, 1995
- Enviropur letter to Duke's Oil Service dated February 15, 1996
- Enviropur letter to USEPA regarding Duke's Oil Service dated September 11,
1996
- Xxxxxxx and Xxxxx letter to Duke's Oil Service dated January 30, 1997
- Ortek files at Ortek facility through December 5, 1997
22
Schedule 7.1
---
Excluded Liabilities
Reference Number
for 11/30/97
Balance Sheet Description Amount
------------- ----------- ------
2150 Debt Due to Xxxxxxxx Financial $500,000
2724 Long Term Debt - Xxxxx $750,000
23
Schedule 7.2
---
Excluded Assets
Reference Number
for 11/30/97
Balance Sheet Description Amount
------------- ----------- ------
1262 Intercompany debt to ICHOR Services ($64,359)
1266 Intercompany debt to ICHOR Corporation $76,978
