Exhibit 10.69
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR APPLICABLE STATE SECURITIES LAWS. THIS
SECURITY MAY NOT BE SOLD OR OTHERWISE TRANSFERRED WITHOUT REGISTRATION UNDER THE
SECURITIES ACT AND SUCH LAWS, OR PURSUANT TO AN AVAILABLE EXEMPTION THEREFROM.
COLLATERALIZED COMMERCIAL PROMISSORY NOTE
NOTE DATE: JANUARY 16, 2001
PRINCIPAL AMOUNT: $300,000.00
MATURITY DATE: DECEMBER 31, 2002
LENDER (NAME AND ADDRESS): MAKER (NAME AND ADDRESS):
(AS TO A 50% UNDIVIDED INTEREST AS
TENANTS IN COMMON) OPEC CORP., a Colorado corporation
XXXXX FARGO BANK WEST, N.A., TRUSTEE OF c/o Xxxxxx X. Xxxxxxxx, President
THE XXXXX X. XXXXXX ROLLOVER XXX, 1880 Office Club Pointe #2000
(formerly Norwest Bank Colorado, Xxxxxxxx Xxxxxxx, XX 00000
National Association, Trustee of the
Xxxxx X. Xxxxxx Rollover XXX) And
00 Xxxxx Xxxxxxx Xxxxxx
P.O. Box 2120 FUTUREONE, INC., a Nevada corporation
Xxxxxxxx Xxxxxxx, XX 00000-0000 x/x Xxxxxx X. Xxxxxxxx, Xxxxxxxxx
0000 Office Club Pointe #2000
and Xxxxxxxx Xxxxxxx, XX 00000
(AS TO A 50% UNDIVIDED INTEREST AS
TENANTS IN COMMON)
XXXX X. XXXXXXXXXXX
0000 Xxxxx Xxxxxxx Xxxxxxxxx
Xxxxxxxx Xxxxxxx, XX 00000
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PRE-DEFAULT INTEREST RATE:
A fixed rate of fifteen percent (15%) per annum.
THE POST-DEFAULT INTEREST RATE: Twenty-one (21%) percent per annum.
PAYMENT SCHEDULE:
All accrued but unpaid interest is due on the 1st day of February, 2001, and on
the first day of each month thereafter. The entire outstanding principal
balance, together with all accrued and unpaid interest and all other sums due
hereunder, shall be due in full on December 31, 2002 IN A BALLOON PAYMENT. Maker
understands this Note is payable in full on December 31, 2002 and that this Note
is a balloon payment loan. The Lender is under no obligation to refinance the
loan at that time. Maker will therefore be required to make payment out of other
assets it may own, or it will have to find a Lender willing to lend it money at
prevailing market rates, which may be considerably higher than the interest rate
of this loan. If Maker refinances this loan at maturity, it may have to pay some
or all closing costs normally associated with a new loan, even if it obtains
refinancing from the same Lender. Notwithstanding anything to the contrary
stated herein, Lender shall have the right, in its sole and absolute discretion,
to call this Note, in whole or in part, at any time after February 28, 2001. If
Lender exercises its call privilege, the entire outstanding principal balance
called, together with all accrued and unpaid interest and all other sums due
hereunder, shall be due in full immediately. If Maker fails to repay the
principal and interest as required under this paragraph, then the Lender may
invoke any of the remedies permitted by the Note and Security Agreement.
LATE PAYMENT CHARGE: Five percent (5%) of the unpaid installment per day until
the default is cured or the maximum charge allowed by law, whichever is less.
PREPAYMENT: This Note may be prepaid at any time, in whole or in part, upon
fifteen (15) days' written notice to Lender.
SECURITY: The Note is secured by all of Maker's inventory, chattel paper,
accounts, equipment and general intangibles, whether now owned or hereafter
acquired, whether now existing or hereafter arising, and any and all additions,
accessions and substitutions thereto or thereof.
GENERAL NOTE PROVISIONS:
1. Maker, jointly and severally, if more than one, promises to pay to the
order of Lender at the Lender's offices designated above, the Principal Amount,
with interest on the unpaid balance at the Pre-Default Interest Rate specified
above. The annual rate of interest shall be based on a 365 day year. Principal
and interest shall be payable as specified in the Payment Schedule above.
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2. If any installment of this Note is not paid in full on its due date, the
Holder hereof at any time; in lieu of acceleration of maturity, may at the
Holder's sole option, charge Maker the Late Payment Charge specified above.
3. At the option of the Holder, the unpaid balance of this Note and all
other obligations of Maker to the Holder, direct or indirect, absolute or
contingent, now existing or hereafter arising, may become immediately due and
payable without notice or demand if (a) any payment required by this Note is not
made when due, (b) a default or event of default occurs under any loan or
security agreement or other instrument executed as security for or in connection
with this Note, (c) Maker shall be in default on any other indebtedness to the
Holder, (d) any warranty, representation or statement made or furnished to the
Holder by or on behalf of Maker in connection with this Note proves to have been
false in any material respect when made or furnished, (e) death, dissolution,
termination of existence, merger, consolidation, 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 proceeding under any
bankruptcy or insolvency law by or against Maker or any guarantor or surety for
Maker (such default not having been previously cured), or (f) the Holder at any
time in good faith believes that the prospect of any payment required by this
Note is impaired, whether or not such belief is caused by any act or failure to
act of any Maker or of any endorser, guarantor of accommodation party of or on
this Note (hereafter collectively referred to as "any other signer"). After
maturity or upon default, the outstanding unpaid principal balance plus accrued
interest, even if reduced to judgment, will draw interest at the Post Default
Interest Rate until paid. Payments shall, at the option of the Holder, be
applied first to interest accrued to date with the balance credited to the
reduction of principal.
4. Maker and any other signer waive demand, presentment, notice of
dishonor, and protest, and assent to any extension of time with respect to any
payment due under this Note, to any substitution or release of collateral and to
the addition or release of any party. No waiver of any payment or other right
under this Note or any loan or security agreement executed in connection
herewith shall operate as a waiver of any payment or other right under this Note
or any loan or security agreement executed in connection herewith shall operate
as a waiver of any other payment or right, including right of offset. If the
Holder enforces this Note upon default, Maker or any other signer shall pay or
reimburse the Holder for reasonable expenses incurred in establishing the debt,
collecting the amount due and in obtaining possession of and realizing on any
security therefor, including reasonable attorneys' fees.
5. Maker shall have the privilege of prepayment in any amount at any time
subject to the prepayment restrictions or penalty, if any specified above. In
any event, any prepayment shall not excuse any subsequent periodic payment due
as provided hereinabove.
6. This Note shall be construed under and governed by the laws of Colorado.
If there is more than one Maker, all of the provisions of this Note shall apply
to each and any of them. Maker represents and warrants that the purpose of this
loan is primarily business, commercial or agricultural, and not personal, family
or household.
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7. NOTICE: Every notice, demand, request or other communication which may
be, or is required to be given under the terms of this Note or by law, shall be
in writing and shall be sent by United States Certified Mail, postage prepaid,
return receipt requested, and shall be addressed as follows:
If to: OPEC Corp. Attn: Xxxxxx X. Xxxxxxxx, President
0000 Xxxxxx Xxxx Xxxxxx #0000
Xxxxxxxx Xxxxxxx, XX 00000
If to: FutureOne, Inc. Attn: Xxxxxx X. Xxxxxxxx, President
0000 Xxxxxx Xxxx Xxxxxx #0000
Xxxxxxxx Xxxxxxx, XX 00000
If to: Xxxxx Fargo Bank West, N.A., Attn: Xxxxx X. Xxxxxxx, Vice President
Trustee of the Xxxxx X. Xxxxxx 00 Xxxxx Xxxxxxx Xxxxxx
Rollover XXX X.X. Xxx 0000
Xxxxxxxx Xxxxxxx, XX 00000-0000
with a copy to: ALPERN, MYERS, STUART, XXXXXXXXXX &
XXXXXXXX, A Legal Services LLC
Attn: Xxxxxx X. Xxxxxx
00 Xxxxx Xxxxxx Xxxxx, Xxxxx X
Xxxxxxxx Xxxxxxx, XX 00000-0000
and a copy to: Xxxxx X. Xxxxxx
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxx Xxxxxxx, XX 00000
If to: Xxxx X. Xxxxxxxxxxx 0000 Xxxxx Xxxxxxx Xxxxxxxxx
Xxxxxxxx Xxxxxxx, XX 00000
with a copy to: ALPERN, MYERS, STUART, XXXXXXXXXX &
XXXXXXXX, A Legal Services LLC
Attn: Xxxxxx X. Xxxxxx
00 Xxxxx Xxxxxx Xxxxx, Xxxxx X
Xxxxxxxx Xxxxxxx, XX 00000-0000
and the same shall be deemed delivered when deposited in the United States Mail.
Any party may designate, by similar written notice to the other party, any other
address for such purposes. Each of the parties hereto waive personal or any
other service than as provided for in this paragraph. Notwithstanding the
foregoing, any party hereto may give any other party notice in person so long as
the other party acknowledges receipt of such notice in writing.
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By signing this Promissory Note, Maker also acknowledges receipt of a copy.
MAKER:
OPEC Corp., a Colorado corporation
By: /s/ Xxxxxx X. Xxxxxxxx
---------------------------------
Xxxxxx X. Xxxxxxxx, President
ATTEST:
/s/ Xxxxxx X. Xxxxxx
-------------------------------
Xxxxxx X. Xxxxxx, Secretary
FutureOne, Inc., a Nevada corporation
By: /s/ Xxxxxx X. Xxxxxxxx
---------------------------------
Xxxxxx X. Xxxxxxxx, President
ATTEST:
Xxxxxx X. Xxxxxx
-------------------------------------
Xxxxxx X. Xxxxxx, Assistant Secretary
