Exhibit 10.67
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.
SECOND AMENDMENT TO
COLLATERALIZED CONVERTIBLE COMMERCIAL PROMISSORY NOTE
NOTE DATE: AUGUST 27, 1999
FIRST AMENDMENT DATE: AUGUST 16, 2000
SECOND AMENDMENT DATE: JANUARY 16, 2001
PRINCIPAL AMOUNT: $1,000,000.00
ORIGINAL MATURITY DATE: SEPTEMBER 1, 2001
EXTENDED MATURITY DATE: DECEMBER 31, 2002
LENDER (NAME AND ADDRESS): ORIGINAL 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., c/o Xxxxxx X. Xxxxxxxx, President
Trustee of the Xxxxx X. Xxxxxx 0000 Xxxxxx Xxxxx
Xxxxxxxx IRA (formerly Norwest Colorado Springs, CO 80915
Bank Colorado, National Association,
Trustee of the Xxxxx X. Xxxxxx MAKER OF SECOND AMENDMENT:
Rollover IRA)
00 Xxxxx Xxxxxxx Xxxxxx OPEC Corp., a Colorado corporation
P.O. Box 2120 c/o Xxxxxx X. Xxxxxxxx, President
Colorado Springs, CO 80901-2120 1880 Office Club Pointe #0000
Xxxxxxxx Xxxxxxx, XX 00000
and
(AS TO A 40% UNDIVIDED INTEREST And
AS TENANTS IN COMMON)
Xxxx X. Xxxxxxxxxxx FutureOne, Inc., a Nevada corporation
0000 Xxxxx Xxxxxxx Xxxxxxxxx c/o Xxxxxx X. Xxxxxxxx, President
Colorado Springs, CO 80917 1880 Office Club Pointe #0000
Xxxxxxxx Xxxxxxx, XX 00000
and
(AS TO A 10% UNDIVIDED INTEREST)
Xxxxx X. Xxxxxx & Xxxx X. Xxxxxx,
as Tenants in Common
000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxx Xxxxxxx, XX 00000
A. On or about August 27, 1999, Original Maker made a promissory note
payable to the order of Lender in the principal amount of $1,000,000.00.
("Note")
B. The Note contained a Conversion Privilege.
C. On or about July 27, 2000, the Lender, the Original Maker, and Original
Maker's parent, FutureOne, Inc., agreed that as partial consideration for
Lenders' consent to release identified portions of Original Maker's accounts
receivable from the Security Agreement securing the Note, that the Conversion
Privilege set forth in the Note shall be amended as set forth in the First
Amendment.
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D. On or about January ___, 2001 the Lender, the Original Maker, and the
Original Maker's parent, (Original Maker and Original Maker's Parent are
jointly, severally and individually referred to as "Maker of Second Amendment"
or "Maker") agree for good and valuable considerations, the receipt and adequacy
of which are hereby acknowledged, to amend and extend the Note as set forth
herein below:
1. OPEC Corp., a Colorado corporation and FutureOne, Inc., a Nevada
corporation, jointly, severally and individually, promise 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 interest rate specified in the Note.
Principal and interest shall be payable as specified in the Amended and Extended
Payment Schedule set forth herein below.
AMENDED AND EXTENDED 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.
DELETION OF CONVERSION PRIVILEGE:
The Conversion Privilege set forth in the Note and the Modified Conversion
Privilege set forth in the First Amendment are both deleted in their entirety.
PREPAYMENT:
This Note may be prepaid at any time, in whole or in part, upon fifteen
(15) days' written notice to Xxxxxx.
SECURITY:
This Note is secured by a blanket Security Agreement on all assets of
Maker. It is a condition precedent to Xxxxxx's obligations pursuant to this
Second Amendment that the loan from Original Maker to U.S. Bank, National
Association, is paid in full and that U.S. Bank, National Association, release
all of its security interest over property owned by Original Maker.
Except as specifically stated herein, all of the other terms of the Note
and the First Amendment shall remain as stated in the Original Note and First
Amendment.
By signing this Second Amendment to Collateralized Convertible Commercial
Promissory Note, Maker also acknowledges receipt of copy.
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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:
/s/ Xxxxxx X. Xxxxxx
-------------------------------------
Xxxxxx X. Xxxxxx, Assistant Secretary
