Exhibit 10.33
SECURITY AGREEMENT
TOWER TECH, INC., an Oklahoma corporation, with its principal
place of business located 00000 X. 0-00 Xxxxxxx Xxxx, Xxxxxxxx Xxxx, Xxxxxxxx
00000 ("Debtor"), for valuable consideration, receipt whereof is hereby
acknowledged, does hereby grant unto HPM CORPORATION, with its principal place
of business located at 000 Xxxxxx Xxxx, Xxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxx 00000
("Secured Party"), a security interest in the following property (hereinafter
called the "Collateral"):
Whether now owned or hereafter acquired, all of the Equipment
identified on Schedule 1, which is attached hereto and
incorporated by this reference herein, to be used by Debtor
in the conduct of its business together with all
replacements, permanent additions, accessions, substitutions
and proceeds thereof and thereto (including any claims or
insurance payable by reason of loss or damage thereto),
to secure the payment of One Million One Hundred Nine Thousand Eight Hundred
Twenty-Nine and 00/100 Dollars ($1,109,829.00) (all hereinafter called the
"Obligations").
Debtor hereby warrants and covenants that:
1 . The Collateral will be kept at 00000 X. 0-00 Xxxxxxx Xxxx,
Xxxxxxxx Xxxx, Xxxxxxxx 00000. Debtor will notify Secured Party of any change in
location of the Collateral within Oklahoma and will not remove the Collateral
from Oklahoma without the written consent of Secured Party. Secured Party may
examine and inspect the Collateral at any time, wherever located.
2. The Collateral is or is to be used primarily in business.
3. Debtor's chief executive office is located at 00000 X. 0-00
Xxxxxxx Xxxx, Xxxxxxxx Xxxx, Xxxxxxxx 00000.
4. Except for the security interest granted hereby, Debtor is
the owner of the Collateral free from any prior lien, security interest or
encumbrances, and Debtor will defend the Collateral against all claims and
demands of all persons at any time claiming the same or any interest therein.
5. Debtor will not sell or offer to sell or otherwise transfer
or encumber the Collateral without the written consent of Secured Party, will
keep the Collateral in good order and repair and will not waste or destroy the
Collateral.
6. No financing statement covering the Collateral is on file
in any public office, and at the request of Secured Party Debtor will join with
Secured Party in executing one or more financing statements pursuant to the
Uniform Commercial Code in form satisfactory to Secured Party and will pay the
cost of filing the same in all public offices wherever filing is deemed
necessary or desirable by Secured Party.
7. Debtor will keep the Collateral insured at all times
against loss by fire and/or other hazards concerning which, in the judgment of
Secured Party, insurance protection is reasonably necessary, in a company or
companies satisfactory to the Secured Party and in amounts sufficient to
protect Secured Party against loss or damage to the Collateral; and a loss
payee certificate, with loss payable clauses in favor of the Secured Party as
its interest may appear, in form satisfactory to Secured Party, will be
delivered to Secured Party.
8. At its option, Secured Party may discharge taxes, liens,
or security interests or other encumbrances at any time levies are placed on
the Collateral, may pay for insurance on the Collateral and may pay for the
maintenance and preservation of the Collateral. Debtor agrees to reimburse
Secured Party on demand for any reasonable payment made, or any reasonable
expense incurred, by Secured Party pursuant to the foregoing authorization.
Until default, Debtor may have possession of the Collateral and use it in any
lawful manner not inconsistent with this Security Agreement and not
inconsistent with any policy of insurance thereon.
9. Upon the happening of any of the following events or
conditions, namely: (a) default in the payment or performance of any of the
Obligations or of any covenant or liability contained or referred to herein or
in any note or other instrument or document evidencing any of the Obligations;
(b) any warranty, representation or statement made or furnished to Secured Party
by or on behalf of Debtor in connection with this Security Agreement or to
induce Secured Party to make a loan to Debtor or sell to debtor on account
proves to have been false in any material respect when made or furnished; (c)
loss, theft, substantial damage, destruction, sale or encumbrance to or of any
of the Collateral, or the making of any levy, seizure or attachment thereof or
thereon; or (d) death, dissolution, termination of existence, insolvency,
business failure, appointment of a receiver of any part of the Collateral of,
assignment for the benefit of creditors by, or the commencement of any
proceeding under any bankruptcy or insolvency laws by or against, Debtor or any
guarantor or surety for Debtor; thereupon, or at any time thereafter (such
default not having previously been cured), Secured Party at its option may
declare all of the Obligations to be immediately due and payable and shall then
have the remedies for a secured party under the laws of the state where the
Collateral is located and the State of Ohio, including, without limitation
thereto, the right to take possession of the Collateral, and for that purpose
Secured Party may, so far as Debtor can give authority therefor, enter upon any
premises on which the Collateral or any part thereof may be situated and remove
the same therefrom. Secured Party may require Debtor to make the Collateral
available to Secured Party at a place to be designated by Secured Party which is
reasonably convenient to both parties. Secured Party will give Debtor ten (10)
days' prior written notice of the time and place of any public sale thereof or
of the time after which any private sale or any other intended disposition
thereof is to be made, and at any such public or private sale Secured Party may
purchase the Collateral.
10. This Security Agreement and the security interest in the
Collateral created hereby shall terminate when the Obligations have been paid in
full. No waiver by Secured Party of any default shall be effective unless in
writing or operate as a waiver of any other default or of the same default on a
future occasion. Secured Party is authorized to fill in any blank spaces herein
and to date this Security Agreement as of the date the loan or open account is
made. All rights of Secured Party hereunder shall inure to the benefit of the
heirs, executors, administrators, successors and assigns of Secured Party; and
all other obligations of Debtor shall bind the heirs, executors, administrators,
successors and assigns of Debtor. If there be more than one Debtor, their
obligations hereunder shall be joint and several. This Security Agreement shall
take effect when signed by Debtor.
11. This Security Agreement contains the entire agreement
between the parties regarding the subject matter hereof and, except as stated
herein, no representations, inducements, promises or agreements, oral or
written, shall be of any force and effect.
12. This Security Agreement shall be deemed to have been made
and entered into in the State of Ohio, and all rights and obligations of the
parties hereto shall be governed by and construed in accordance with the laws of
the State of Ohio.
13. No failure by either party to exercise any power given to
it or to insist upon strict compliance by the other party of any obligation
hereunder shall affect either party's rights concerning such default or any
subsequent default.
Secured Party: Debtor:
HPM CORPORATION TOWER TECH, INC.
By: ____________________ BY: ss/XXXXXX XXXXXX
-------------------
Print: ________________ Print: Xxxxxx Xxxxxx
Its: ________________ Its: Chief Executive Officer
Date: ________________
SCHEDULE 1
Debtor: TOWER TECH, INC.
Secured Party: HPM CORPORATION
Property Description (continued)
One HPM Corporation Model MLH2200 WP-600 Injection Molding Machine with
the following options: 460v power, dual core pull, wide platen, power tie-bar
puller, cycle counter, wedgemounts, oil alarms, robot interface, motion/no
motion, platform & ladder, air bags, Filtroil system, "B" barrel & screw,
intrusion molding circuit, power pivot, 12" ram spacer, PVC modifications.
Serial Number: 99042. Year of Manufacture: 1999.
