COLLATERAL ACCOUNT AGREEMENT
January 3, 1997
Norwest Business Credit, Inc.
1740 Broadway
Denver, Colorado 80274-8625
Re: Account No. 312-8003425 maintained by Norwest Bank Colorado, N.A. (the
"Bank")
Ladies and Gentlemen:
SERVICE BUSINESS SYSTEMS, INC., a Colorado corporation (the
"Client"), and the Bank are writing to confirm that they have agreed as
follows:
1. The Client will deposit in the referenced Account (the "Collateral
Account") all collections of receivables and other cash proceeds of the
collateral security granted to Norwest Business Credit, Inc., a Minnesota
corporation (the "Lender").
2. The Collateral Account will be operated and maintained exclusively
for the Lender's benefit. The Client shall have no right to make or
countermand withdrawals from the Collateral Account.
3. The Client hereby pledges to and grants the Lender a security
interest in all funds on deposit in the Collateral Account from time to time
and all proceeds thereof, to secure payment of all of the Client's
obligations to the Lender whether now existing or hereafter arising.
4. After allowing two days for collection of items deposited in the
Collateral Account, the Client shall instruct the Bank to transmit good funds
in the amount of the deposit to Norwest Bank Minnesota, National Association,
ABA No. 091000019, for the Lender's account, account no. 635-5010459.
5. If any item deposited in the Collateral Account is returned unpaid,
the Bank will so notify the Client.
6. The Client hereby grants the Bank the right to charge its general
operating account, account no. 312-8003409 maintained by the Client with the
Bank for any item deposited in the Collateral Account which is returned
unpaid. The Bank, however, shall have no right to charge or offset amounts
in the Collateral Account for items returned unpaid. Without limiting the
generality of the foregoing, the Bank hereby waives any right of setoff it
may have with respect to the Collateral Account.
This Agreement shall be governed by and construed in accordance with the
substantive laws (other than conflict laws) of the State of Colorado. Each
party consents to the personal jurisdiction of the state and federal courts
located in the State of Colorado in connection with any controversy related
to this Agreement, waives any argument that venue in any such forum is not
convenient, and agrees that any litigation initiated by any of them in
connection with this Agreement shall be venued in either the Colorado state
courts of general jurisdiction located in the City and County of Denver,
Colorado, or the United States District Court, District of Colorado. The
parties waive any right to trial by jury in any action or proceeding based
on or pertaining to this Agreement. This Agreement may be executed in any
number of counterparts, each of which shall be an original, but all of which
together shall constitute one instrument.
The Client may not terminate this Agreement without obtaining the
Lender's prior written consent. The Bank may not terminate this Agreement
without 60 days' prior written notice to the Lender. The Lender may
terminate this Agreement at any time, with or without cause.
This Agreement shall be enforceable against the Client and the Bank
by the Lender and the Lender's participants, successors and assigns. The
Client and the Bank waive notice of the Lender's acceptance hereof.
SERVICE BUSINESS SYSTEMS, INC.
BY(Signature) /s/Donald V. Warriner
(Name and Title) Donald V. Warriner,
President and CEO
NORWEST BANK COLORADO, N.A.
BY(Signature) /s/Frank L. Cummings
(Name and Title) Frank L. Cummings
AVP
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Accepted:
NORWEST BUSINESS CREDIT, INC.
BY(Signature) /s/Greg Glessman
(Name and (Title) Greg Glessman
Vice President
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