Exhibit 99(b)(6)
[LOGO OMITTED] Guaranty Bank
and Trust Company
Seventeenth & Market Street
P.O. Box 5847
Denver, Colorado 80217
(303) 296-9600
"LENDER"
COMMERCIAL
ASSIGNMENT OF
MMDA ACCOUNT
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OWNER BORROWER
BUMGARNER ENTERPRISES INC BUMGARNER ENTERPRISES INC
ADDRESS ADDRESS
3400 82ND WAY NORTH 400 82ND WAY NORTH
ST PETERSBURG, FL 33710 ST PETERSBURG, FL 33710
TELEPHONE NO. IDENTIFICATION NO. TELEPHONE NO. IDENTIFICATION NO.
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For value received, Owner hereby assigns to Lender the following MMDA Account(s)
and all principal, interest and other proceeds therefrom (cumulatively
"Collateral"):
MMDA Account No. 21221494 in the amount of $ 9,000,000.00 on deposit
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with GUARANTY BANK AND TRUST COMPANY .
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.
Savings Account No. in the amount of $ on deposit
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with .
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Savings Account No. in the amount of $ on deposit
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with .
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1. OBLIGATIONS
The Collateral secures the payment and performance of all of Borrower's and
Owner's present and future, joint and/or several, direct or indirect, absolute
and contingent, express and implied, indebtedness, liabilities, obligations and
covenants (cumulatively "Obllgations") to Lender pursuant to:
(a) This Assignment and the following promissory notes and agreements:
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INTEREST PRINCIPAL AMOUNT/ FUNDING/AGREEMENT MATURITY CUSTOMER LOAN
RATE CREDIT LIMIT DATE DATE NUMBER NUMBER
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6.400% $8,500,000.00 01/29/01 01/29/03 4600240001
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(b) all other present or future Obligations of Borrower or Owner to Lender
(whether executed for the same or different purposes than the foregoing);
(c) all amendments, modifications, replacements or substitutions to any of
the foregoing; and
(d) applicable law.
2. DELIVERY AND TERMINATION
Owner shall deliver the original savings passbook to Lender upon execution of
this Assignment if any exists. This Assignment shall continue until Lender
specifically terminates its security interest in the Collateral in a writing
signed by Lender.
3. RIGHTS OF LENDER
Lender shall be entitled to notify, and upon the request of Lender, Owner shall
notify the holder of the Savings Account to pay Lender any monies owing Owner
under the Savings Account whether or not a default exists under the Obligations.
Owner shall diligently collect the monies owing to Owner under the Savings
Account until the giving of such notification. In the event that Owner possesses
or receives possession of any instruments or other remittances with respect to
the Savings Account following the giving of such notification, Owner shall hold
such instruments and other remittances in trust for Lender apart from Owner's
other property, endorse the instruments and other remittances to Lender, and
immediately provide Lender with possession of the instruments and other
remittances.
Lender shall be entitled, but not required, to collect (by legal proceedings or
otherwise), extend the time for payment, compromise, exchange or release any
obligor or collateral upon, or otherwise settle any of the amounts payable under
the Savings Account whether or not an event of default exists under the
Obligations. Lender shall not be liable to Owner for any action, error, mistake,
omission or delay pertaining to the actions described in this paragraph or any
damages resulting therefrom.
4. POWER OF ATTORNEY
Owner hereby appoints Lender as its attorney-in-fact to endorse Owner's name on
all instruments and other remittances payable to Owner with respect to the
Savings Account. This power of attorney is coupled with an interest and
irrevocable.
5. ASSIGNMENT
Lender shall be entitled to assign some or all of its rights and remedies
described in this Assignment without notice to or the prior consent of Owner in
any manner.
6. MODIFICATION OR WAIVER
The modification or waiver of any of Owner's obligations or Lender's rights
under this Assignment must be contained in a writing signed by Lender. A waiver
on one occasion shall not constitute a waiver on any other occasion. Owner's
obligations under this Assignment shall not be affected if Lender amends,
compromises, exchanges, fails to exercise, impairs or releases any of the
Obligations belonging to any Borrower, co-Owner or third party or any of its
rights against any Borrower, co-Owner, third party or collateral.
7. SUCCESSORS AND ASSIGNS
This Assignment shall be binding upon and inure to the benefit of Owner and
Lender and their respective successors, assigns, trustees, receivers,
administrators, personal representatives, legatees, and devisees.
8. NOTICE
Any notice or other communication to be provided under this Assignment shall be
in writing and sent to the parties at the addresses described in this Assignment
or such other address as the parties may designate in writing from time to time.
9. SEVERABILITY
If any provision of this Assignment violates the law or is unenforceable, the
rest of the Assignment shall remain valid.
10. APPLICABLE LAW
This Assignment shall be governed by the laws of the state indicated In Lender's
address. Owner consents to the jurisdiction and venue of any court located in
the state indicated in Lender's address in the event of any legal proceeding
under this Assignment.
11. COLLECTION COSTS
Owner agrees to pay Lender's attorneys' fees, legal expenses, and other
collection costs as permitted by law.
12. MISCELLANEOUS
Owner waives presentment, demand for payment, notice of dishonor and protest
except as required by law. All references to Owner in this Assignment shall
include all persons signing below. If there is more than one Owner, their
obligations shall be joint and several. This Assignment and any related
documents represent the complete and integrated understanding between Owner and
Lender pertaining to the terms and conditions of those documents.
13. ADDITIONAL TERMS:
OWNER ACKNOWLEDGES THAT OWNER HAS READ, UNDERSTANDS AND AGREES TO THE TERMS AND
CONDITIONS OF THIS ASSIGNMENT.
Dated: JANUARY 29, 2001
OWNER: BUMGARNER ENTERPRISES INC. OWNER:
/s/ Charles G. Masters
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CHARLES G. MASTERS
PRESIDENT
OWNER: OWNER:
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OWNER: OWNER:
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OWNER: OWNER:
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