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EXHIBIT 99
LINE OF CREDIT
First Western Industries, LLC d/b/a New West Holdings, LLC (hereinafter referred
as the "Lender") and Reliable Power Systems, Inc. and Dencor Energy Cost
Controls, Inc., both Colorado Corporations, (hereinafter collectively referred
as the "Borrower") agree to enter into a line of credit borrowing arrangement.
▇▇▇▇▇▇ agrees to advance monies sufficient to cover ▇▇▇▇▇▇▇▇'s net cash outflow
from operations on a bi-monthly basis for the period of one (1) year, provided
that Lender's obligations pursuant to this line of Credit shall be subject to
the terms and conditions contained herein. ▇▇▇▇▇▇▇▇ promises to pay to the order
of Lender at Lender's offices at ▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇, or
at such other place as the Lender may from time to time designate, in lawful
money of the United States America, the principal balance outstanding on this
line of credit. By this Line of Credit, the parties intend to formally document
the terms of previous advances by ▇▇▇▇▇▇ to Borrower and to set forth the terms
of all future advances of funds.
1. BORROWER REQUIREMENTS. Borrower is required to provide detailed
support for all amounts to be borrowed under the terms of this
agreement. ▇▇▇▇▇▇▇▇ agrees to provide ▇▇▇▇▇▇ with monthly estimated
cash needs by the 5th day of each month.
2. LENDER'S RIGHTS. Lender is due the full amounts borrowed under this
agreement and all accrued interest outstanding upon demand. Lender may
terminate this agreement at will without cause. Lender does not
warrant coverage of all cash needs of Borrower. Support must be
provided before Lender will advance any monies. ▇▇▇▇▇▇ has the right
to review and/or audit borrower's detailed transactions with one (1)
day's notice.
3. INTEREST RATE. For the period from the date of this Note until the
date on which the entire principal balance outstanding is paid in
full, interest shall accrue on the principal balance from time to time
outstanding at an interest rate equal to ten percent (10%), provided
that if the Prime Rate (at the highest of such Prime Rates if there is
a range of rates) as published from time to time in the "Money Rates"
column of the Wall Street Journal, Lender shall have the right to
raise the interest rate on any new monies advanced by an amount equal
to the increase in the Prime Rate. If the Prime Rate shall remain
unpublished for more than one (1) full week or shall cease to exist,
then ▇▇▇▇▇▇'s right to increase the rate of interest shall be based
upon increases in the Prime Rate established by Compass Bank, N.A.,
from time to time in effect. Any such rate shall be adjusted on any
date on which Lender provides written notice to borrower and shall
only affect new advances of funds.
4. REPAYMENT. Interest accrued hereunder on the outstanding principal
amount shall be paid annually in arrears, beginning on March 1, 2002,
or earlier with repayment of the entire amount of principal. The
entire amount of principal outstanding, together with all accrued
unpaid interest thereon at the rates hereinabove specified, shall be
paid on demand of the Lender.
5. SECURITY INTEREST. By this instrument, Borrower hereby grants Lender a
Security Interest in all of its assets, including without limitation
receivables and proceeds. This line of credit shall constitute a
Security Agreement. Lender may file such Financing Statements and take
such other actions as Lender deems appropriate to perfect its Security
Interest. Unless otherwise defined in this Line of Credit, all
capitalized terms in this paragraph 5 shall have the meaning
prescribed to them by Article 9 of the Uniform Commercial Code.
6. DOCUMENTATION. Lender shall not be required to have Borrower sign a
separate promissory note for future advances. Cancelled checks issued
from Lender (or its subsidiaries and related entities) to Borrower or
wire transfers from Lender's account to Borrower shall be deemed to be
loans pursuant to this Line of Credit unless clearly
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documented to the contrary. Exhibit A, incorporated by this reference,
is a schedule of all amounts previously advanced to Borrower pursuant
to this arrangement. ▇▇▇▇▇▇▇▇ agrees to execute any additional
documents that ▇▇▇▇▇▇ deems necessary or appropriate to document
advances made pursuant to this line of credit and to create and
perfect ▇▇▇▇▇▇'s Security Interest in Borrower's assets.
7. MISCELLANEOUS. This Line of Credit shall be construed and interpreted
in accordance with Colorado law. Borrower hereby waives notice and
presentment. In the event ▇▇▇▇▇▇ is forced to commence collection
proceedings, ▇▇▇▇▇▇▇▇ agrees to pay all collection costs, including
without limitation attorney's fees. This is the entire agreement
between the parties and supersedes all prior oral and written
agreements relating to the funds identified on and any funds advanced
after the date of this Line of Credit. This agreement is not intended
to benefit any third parties and no such third parties may sue to
enforce the terms of this agreement.
This Line of Credit is entered into this ____ day of April 2001 to be effective
the 7th day of February 2001.
LENDER
New West Holdings, LLC
By:
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Manager
BORROWER
New West Holdings, LLC
By:
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▇▇▇▇▇ ▇▇▇▇▇, Vice President & Chief
Technology Officer