1
EXHIBIT 6.17
STATE OF COLORADO
UNIFORM COMMERCIAL CODE - SECURITY AGREEMENT
DEBTOR:
Name: OPEC Corp., a Colorado corporation
Address: 0000 Xxxxxx Xxxxx
Xxxxxxxx Xxxxxxx, XX 00000
EIN: 00-0000000
SECURED PARTY:
Name: Norwest Bank Colorado, National Association, Trustee of the
Xxxxx X. Xxxxxx
Rollover XXX
Address: 00 Xxxxx Xxxxxxx Xxxxxx, X.X. Xxx 0000
Xxxxxxxx Xxxxxxx, XX 00000-0000
and
Name: Xxxx X. Xxxxxxxxxxx
Address: 0000 Xxxxx Xxxxxxx Xxxxxxxxx
Xxxxxxxx Xxxxxxx, XX 00000
and
Name: Xxxxx X. Xxxxxx & Xxxx X. Xxxxxx
Address: 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxx Xxxxxxx, XX 00000
Debtor, for consideration, hereby grants to Secured Party a security interest in
the following property and any and all additions, accessions and substitutions
thereto or thereof (hereinafter referred to as the "COLLATERAL"):
All of Debtor's accounts (including accounts receivable and contract
rights) whether now owned or hereafter acquired, whether now existing or
hereafter arising, together with all records and data relating to Debtor's
accounts including Debtor's rights in and to all computer software
required to utilize, create, maintain, and process such records or data on
electronic media.
To secure payment and performance under one certain promissory note of even date
herewith, payable to the Secured Party, or order, as follows:
2
Principal of One Million Dollars ($1,000,000.00) together with interest at
the rate of fifteen (15%) percent per annum, interest only due on the
first day of each month commencing October 1, 1999, all due and payable on
September 1, 2001, together with conversion privileges, in stock of
FutureOne, Inc.
DEBTOR EXPRESSLY WARRANTS AND COVENANTS:
1. That except for the security interest granted hereby Debtor is, or to
the extent that this agreement states that the Collateral is to be acquired
after the date hereof, will be, the owner of the Collateral free from any
adverse lien, security interest or encumbrances; and that Debtor will defend the
Collateral against all claims and demands of all persons at any time claiming
the same or any interest therein, except for a prior security interest
benefitting U.S. Bank National Association securing a $480,000.00 loan made on
August 3, 1998 which loan is not in default and will not become in default as a
result of the loan made by Secured Party to Debtor. Debtor shall make all
payments as they come due on the above loan from U.S. Bank National Association
and upon all other debts owed by Debtor.
2. The Collateral is used or bought primarily for use in business
3. The Debtor's address is as stated above, and the Collateral will be
kept at 0000 Xxxxxx Xxxxx, Xxxxxxxx Xxxxxxx, XX 00000.
4. Promptly to notify Secured Party of any change in the location of the
Collateral.
5. To pay all taxes and assessments of every nature which may be levied or
assessed against the Collateral.
6. Not to permit or allow any adverse lien, security interest or
encumbrance whatsoever upon the Collateral and not to permit the same to be
attached or replevined.
7. That the Collateral is in good condition, and that Debtor will, at
Debtor's own expense, keep the same in good condition and from time to time,
forthwith, replace and repair all such parts of the Collateral as may be broken,
worn out, or damaged without allowing any lien to be created upon the Collateral
on account of such replacement or repairs, and that the Secured Party may
examine and inspect the Collateral at any time, wherever located.
8. That the debtor will not use the Collateral in violation of any
applicable statutes, regulations or ordinances.
9. That the debtor will keep the Collateral at all times insured against
risks of loss or damage by fire (including so-called extended coverage), theft
and such other casualties as the Secured Party may reasonably require, including
collision in the case of any motor vehicle, all in such amounts, under such
forms of policies, upon such terms, for such periods and written by
2
3
such companies or underwriters as the Secured Party may approve, losses in all
cases to be payable to the Secured Party and the Debtor as their interests may
appear. All policies of insurance shall provide for at least ten days' prior
written notice of cancellation to the Secured Party; and the Debtor shall
furnish the Secured Party with certificates of such insurance or other evidence
satisfactory to the Secured Party as to compliance with the provisions of this
paragraph. Secured Party may act as an attorney for the Debtor in making,
adjusting and settling claims under or canceling such insurance and endorsing
the Debtor's name on any drafts drawn by insurers of the Collateral.
UNTIL DEFAULT Debtor may have possession of the Collateral and use it in
any lawful manner, and upon default, Secured Party shall have the immediate
right to the possession of the Collateral.
DEBTOR SHALL BE IN DEFAULT under this agreement upon the happening of any
of the following events or conditions:
(a) default in the payment or performance of any obligation,
covenant or liability contained or referred to herein or in any document
evidencing the same;
(b) the making or furnishing of any warranty, representation or
statement to Secured Party by or on behalf of Debtor which proves to have been
false in any material respect when made or furnished;
(c) loss, theft, damage, destruction, sale or encumbrance to or of
any of the Collateral, or the making of any levy seizure or attachment thereof
or thereon;
(d) death, dissolution, termination of existence, insolvency,
business failure, appointment of a receiver of any part of the property of,
assignment for the benefit of creditors by, or the commencement of any
proceedings under any bankruptcy or insolvency laws of, by or against Debtor or
any guarantor or surety for Debtor.
UPON SUCH DEFAULT and at any time thereafter, or if it deems itself
insecure, Secured Party may declare all Obligations secured hereby immediately
due and payable and shall have the remedies of a secured party under Article 9
of the Colorado Uniform Commercial Code. Secured Party may require Debtor to
assemble the Collateral and deliver or make it available to Secured Party at a
place to be designated by Secured Party which is reasonably convenient to both
parties. Expenses of retaking, holding, preparing for sale, selling or the like
shall include Secured Party's reasonable attorney's fees and legal expenses.
No waiver by Secured Party of any default shall operate as a waiver of any
other default or of the same default on a future occasion The taking of this
security agreement shall not waive or impair any other security said Secured
Party may have or hereafter acquire for the payment of the above indebtedness,
nor shall the taking of any such additional security waive or impair this
3
4
security agreement: but said Secured Party may resort to any security it may
have in the order it may deem proper, and notwithstanding any collateral
security, Secured Party shall retain its rights of set-off against Debtor.
All rights of Secured Party hereunder shall inure to the benefit of its
successors and assigns; and all promises and duties of Debtor shall bind his
heirs, executors or administrators or his or its successors or assigns. If there
be more than one Debtor, their liabilities hereunder shall be joint and several.
See Addendum to Security Agreement attached hereto.
Dated this 27th day of August, 1999.
DEBTOR:
OPEC Corp., a Colorado corporation
By:________________________________
Xxxxxx X. Xxxxxxxx, President
ATTEST:
___________________________________
Xxxxxx X. Xxxxxx, Secretary
4
