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EXHIBIT 6.15
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 CONVERTIBLE COMMERCIAL PROMISSORY NOTE
NOTE DATE: AUGUST 27, 1999
PRINCIPAL AMOUNT: $1,000,000.00
MATURITY DATE: SEPTEMBER 1, 2001
LENDER (NAME AND ADDRESS):
(as to a 50% undivided interest as tenants in common)
Norwest Bank Colorado,
National Association,
Trustee of the ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Rollover ▇▇▇
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
P.O. Box 2120
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
and
(as to a 40% undivided interest as tenants in common)
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
and
(as to a 10% undivided interest)
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ & ▇▇▇▇ ▇. ▇▇▇▇▇▇, as
Tenants in Common
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
PRE-DEFAULT INTEREST RATE:
A fixed rate of fifteen percent (15%) per annum.
MAKER (NAME AND ADDRESS):
OPEC Corp., a Colorado corporation
c/o ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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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 October 1999, 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 September 1, 2001 IN A
BALLOON PAYMENT. Maker understands this Note is payable in full on
September 1, 2001 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. 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 RESTRICTIONS: This note may be prepaid at any time in whole or in
part upon one hundred twenty (120) days written notice to Lender, subject to
Lender's Conversion Privilege. In the event all or a portion of the shares of
Common Stock issuable upon conversion are not unrestricted and freely
transferrable, or transferrable in accordance with Rule 144 promulgated under
the Securities Act of 1933, as amended (the "Securities Act"), Maker shall have
no right to prepay this Note.
SECURITY: The Note is secured by all accounts (including accounts receivable and
contract rights of Maker) subject only to the rights of U.S. Bank National
Association pursuant to a loan in the principal sum of $480,000.00 dated August
3, 1998.
CONVERSION PRIVILEGE:
1. Conversion. Any one or more of the holder or holders of this Note
("Holder") may, (i) at any time after one year from the date hereof and prior to
the maturity hereof, or, (ii) within one hundred fifteen (115) days after the
Corporation gives notice that it elects to exercise its prepayment rights,
convert (the"Conversion Privilege") the principal amount of this Note into
Common Stock at the conversion ratio of $2.25 of Note principal for one share of
Common Stock of FutureOne, Inc., ("FUTO") par value of $.001 per share ("Common
Stock"). The Common Stock must be fully paid and nonassessable and be either
unrestricted and freely tradable on the NASDAQ National or Small-Cap Markets or
a national stock exchange or transferrable in accordance with Rule 144
promulgated under the Securities Act. Maker acknowledges the one year holding
period for the
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Common Stock pursuant to Rule 144(d) promulgated under the Securities Act shall
elapse on or before August 27, 2000, with respect to the Lender.
2. Notice of Election and Delivery. To convert this Note, the Holder must
give the Maker written Notice of Election to Convert, in a form substantially
similar to that attached hereto as Exhibit A, properly completed and executed by
the Holder or a duly authorized attorney. The Maker shall forthwith deliver the
stock certificates as directed by the Holder in exchange for the Note and if any
principal amount remains unpaid after such conversion, a new Note, substantially
in the form of this Note dated the date to which interest has been paid on this
Note, in a principal amount equal to the unpaid principal amount. The conversion
shall be deemed to have been made at the close of business on the day the Note
is surrendered for conversion.
3. Adjustments to conversion. (i) If FUTO at any time pays to the holders
of its Common Stock a dividend in Common Stock, the number of shares of Common
Stock issuable upon the conversion of this Note shall be proportionally
increased, effective at the close of business on the record date for
determination of the holders of the Common Stock entitled to the dividend.
(ii) If FUTO at any time subdivides or combines in a larger or
smaller number of shares its outstanding shares of Common Stock, then the number
of shares of Common Stock issuable upon the conversion of this Note shall be
proportionally increased in the case of a subdivision and decreased in the case
of a combination, effective in either case at the close of business on the date
that the subdivision or combination becomes effective.
(iii) If FUTO is recapitalized, consolidated with or merged into any
other corporation, or sells or conveys to any other corporation all or
substantially all of its property as an entity, provision shall be made as part
of the terms of the recapitalization, consolidation, merger, sale, or conveyance
so that the Holder of this Note may receive, in lieu of the Common Stock
otherwise issuable to them upon conversion hereof, at the same conversion ratio,
the same kind and amount of securities or assets as may be distributable upon
the recapitalization, consolidation, merger, sale, or conveyance with respect to
the Common Stock.
4. Fractional shares. In lieu of issuing any fraction of a share or scrip
upon the conversion of this Note, the Corporation shall pay to the Holder
hereof, for any fraction of a share otherwise issuable upon conversion, cash
equal to the same fraction of the then current per share market price of the
Common Stock as determined by the closing price of such Common Stock on the day
immediately preceding such payment.
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: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
If to: Norwest Bank Colorado, Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Vice President
National Association, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Trustee of the ▇▇▇▇▇ C. P.O. Box 2120
▇▇▇▇▇▇ Rollover ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
with a copy to:
ALPERN, MYERS, STUART, ▇▇▇▇▇▇▇▇▇▇ &
▇▇▇▇▇▇▇▇, A Legal Services LLC
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
and a copy to:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
If to: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
with a copy to:
ALPERN, MYERS, STUART, ▇▇▇▇▇▇▇▇▇▇ &
▇▇▇▇▇▇▇▇, A Legal Services LLC
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
If to: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ & ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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with a copy to:
ALPERN, MYERS, STUART, ▇▇▇▇▇▇▇▇▇▇ &
▇▇▇▇▇▇▇▇, A Legal Services LLC
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
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.
By signing this Promissory Note, Maker also acknowledges receipt of a
copy.
MAKER:
OPEC Corp., a Colorado corporation
By: _____________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President
ATTEST:
-------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Secretary
ACKNOWLEDGMENT OF CONVERSION PRIVILEGE
The undersigned executes this Note, not as a Maker or Guarantor, but
merely to acknowledge its obligations concerning the Conversion Privilege.
FutureOne, Inc., a Nevada Corporation
By:________________________________
▇▇▇▇ ▇▇▇▇, Vice President
ATTEST:
___________________________________
________________________, Secretary
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EXHIBIT A
Notice of Election to Convert
To: OPEC Corp.
The undersigned holder or holders of this Note exercise the option to
convert this Note, or portion hereof designated below, for shares of Common
Stock of FutureOne, Inc., and directs that the shares deliverable upon this
conversion, and any check in payment for fractional shares, and any Note of like
tenor, date and maturity to this Note representing any nonexchanged principal
amount of this Note, be issued and delivered to the holder or holders hereof,
unless a different name or names has been indicated below. If any shares are to
be delivered registered in the name or names of a person or persons other than
the holder or holders of this Note, the undersigned shall pay all transfer taxes
payable with respect to the transfer.
Dated:_____________________, _______.
_____________________________________
(Signature)
Fill in for registration of stock if Principal amount to be exchanged:
to be delivered and notes to be $______
issued, otherwise than to owner or
owners of this Note.
____________________________________ Social Security Number:______________
Name
____________________________________
____________________________________
Address
______________________________________________________________________
Fill in for registration of stock if Principal amount to be exchanged:
to be delivered and notes to be $______
issued, otherwise than to owner or
owners of this Note.
____________________________________ Social Security Number:______________
Name
____________________________________
____________________________________
Address
______________________________________________________________________
Fill in for registration of stock if Principal amount to be exchanged:
to be delivered and notes to be $______
issued, otherwise than to owner or
owners of this Note.
____________________________________ Social Security Number:______________
Name
____________________________________
____________________________________
Address
______________________________________________________________________
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