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 (including any claims or
insurance payable by reason of loss or damage thereto),
to secure the payment of Two Hundred Seventy-Eight Thousand, Six Hundred
Thirty-Five and 00/100 Dollars ($278,635.00) (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 notice Secured Party of any change in location
of the Collateral within Ohio and will not remove the Collateral from Ohio
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. 0-0
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 calling 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 Xxxxx 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
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 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 atter 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 fliture
occasion. Secured Party is authorized to fill in any blank spaces herein and to
date this Security Agreement as of the date the loan 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, and 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:
TOWER TECH, INC.
By: ss/XXXXXXX X. XXXXXXXX
-------------------------------
Print: Xxxxxxx X. Xxxxxxxx
Its: Chief Financial Officer
Date: June 16, 1999
HPM CORPORATION
By: ___________________
Print: ___________________
Its: ___________________
Date: ___________________
SCHEDULE 1
Debtor: TOWER TECH, INC.
Secured Party: HPM CORPORATION
Property Description (continued)
One HPM Corporation Model MLH73O-WP-160 "Modular" Injection Molding Machine with
the following options: 460v power, dual core pull, wide platen, cycle counter,
wedgemounts, oil alarms, robot interface, motion/no motion, platform & ladder,
air bags, Filtroil pkg, "B" (160 oz) barrel & screw, power pivot, 12" ram
spacter, PVC modifications.
Serial Number: 97445. Year of Manufacture: 1999.
