exh10-6_agmt.htm


     

    
      

      

    

     

     

     

     

     

     

     

     

    EXHIBIT 10.6

     

    WELLS FARGO BANK, N.A. REVOLVING LINE OF
      CREDIT

    DATED AUGUST 28, 2007

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    WELLS

    FARGO


    BUSINESS
      LENDING

    CONFIRMATION
      LETTER

    
      
        

      



    August
      28, 2007

    


    


    V2K
      WINDOW FASHIONS INC.

    13949
      W.
      Colfax Ave Suite #250

    Lakewood,
      CO  80401

    


    RE:  $250,000.00   Revolving
      Line of Credit

    


    WELLS
      FARGO BANK, NATIONAL
      ASSOCIATION (“Bank”) agrees to make available to V2K WINDOW FASHIONS
      INC
      (“Borrower”) a Revolving Line of Credit (the “Credit”).  The Credit
      shall bear interest and be repayable in accordance with the terms and conditions
      of the Agreement.  The Agreement consists of (1) this Confirmation
      Letter (this “Letter”), (2) the Business Lending Disclosure dated May 01, 2004
      (the “Disclosure”) and (3) any related Documents.  All terms and
      conditions of the Disclosure and Related Documents are incorporated herein
      by
      reference for all purposes.  All capitalized terms not defined in this
      Letter are defined in the Disclosure.

    


    Promise
      To
      Pay.  Borrower promises to pay to Bank, or order, the principal
      amount of $250,000.00, or so much as may be advanced and outstanding from time
      to time, together with interest on the outstanding principal
      balance.  Borrower will pay Bank at Bank’s address shown in this
      letter or at such other place as Bank may designate in writing.

    


    Availability
      Period.  The Availability Period ends on August 30,
      2008.  During the Availability Period Borrower may borrow, repay, and
      borrow again from time to time under this revolving line of credit up to the
      Credit Limit.

    


    Floating
      Interest
      Rate.  Interest shall accrue on the unpaid outstanding
      principal balance of the Credit at a floating rate per annum equal to the Index
      plus .000%.  The “Index” is the Prime Rate set by Bank from time to
      time, which serves as the basis upon which effective rates of interest are
      calculated for those loans making reference thereto.  Each change in
      the Index shall become effective on the date of each change in the Prime
      Rate.  The interest rate will change as and when the Index
      changes.  The interest rate initially applicable to the Credit will be
      approximately 8.250% per annum.

    


    Interest
      Accrual
      Basis.  Interest shall be computed on an actual/360 simple
      interest basis; that is, by multiplying the annual interest rate, times the
      outstanding principal balance, times the actual number of days the principal
      is
      outstanding and dividing by a year of 360 days.

    


    Repayment.  Interest
      as it accrues shall be due and payable Monthly, commencing on September 30,
      2007
      and continuing on the last day of each month thereafter until
      maturity.  The Credit shall mature on August 30, 2008, at which time
      all unpaid principal, accrued interest, and any other unpaid amounts shall
      be
      due and payable in full.  Unless otherwise agreed, all sums received
      from Borrower may be applied to interest, fees, principal, or any other amounts
      due to Bank in any order at Bank’s sole discretion.

    


    Payment
      and Rate
      Adjustments.  If Bank fails for any reason to timely or
      properly adjust the interest rate or payment amount, Bank may retroactively
      correct the interest rate and reamortize and adjust the payment amount at any
      subsequent time as may be appropriate to restore the intended amortization
      schedule.  Borrower will promptly notify Bank of any such oversight
      upon discovery of same.  In no event shall Bank’s failure to properly
      reamortize or adjust payments result in a forgiveness of any portion of the
      indebtedness.

    


    Payment
      Due Date
      Deferral  Payment statements will be sent on a date (the
“billing date”) which is prior to each payment due date.  If this
      Credit is booked after the billing date for the first scheduled payment, Bank
      may defer each scheduled payment date and the maturity date by one
      month.

     

    Job #1697533203
      Application #889540340  Revolving Line of Credit   1  
08/28/2007  Vers. 2


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Automatic
      Debit of
      Payments.  Borrower agrees to maintain Wells Fargo Bank,
      National Association deposit account number 2500197658 from which Bank is
      authorized to debit loan payments, fees and such other sums as may be payable
      under the Agreement or Related Document as they become due with respect to
      this
      Credit and any renewals and extensions of this Credit, and shall keep such
      deposit account in good standing at all times.  This authorization
      shall remain in full force and effect until discontinued by Bank, or written
      revocation from Borrower has been received and processed by Bank at its office
      at Business Lending, San Antonio PO Box 659713, San Antonio, TX
      78265.  If this authorization is revoked, or if the account is not
      maintained in good standing, or if Bank is not able to collect such amounts
      from
      the account as they become due for any reason, then Bank may increase the
      pre-maturity interest rate applicable to this Credit immediately and without
      notice by one quarter percent (1/4%).

    


    Collateral.  Subject
      to the terms and conditions of the Disclosure, as security for the obligations
      set forth in Section 2.1 of the Disclosure, V2K WINDOW FASHIONS INC, as
      Grantor, pledges and grants to Bank a first priority security interest in the
      following personal property, whether existing or hereafter arising, now owned
      or
      hereafter acquired, and wherever located, and all Proceeds of the foregoing
      (including insurance):

    


    All
      of Grantor’s Personal
      Property.

    


    The
      property described in Exhibits (if
      any) attached hereto and made a part hereof.

    


    Late
      Charges.  For
      each payment of principal, interest, and/or fees which has not been paid in
      full
      within fifteen days after its date due, Borrower will pay to Bank a late charge
      of $15.00 or five percent (5%) of the amount due, whichever is
      greater.  Borrower acknowledges and agrees that the amount of this
      late fee is reasonable with respect to this Credit, taking into account Bank’s
      expectation of timely receipt of payments with regard to the favorable pricing
      of this Credit, and the operational, administrative and regulatory burdens
      flowing from late payments and delinquencies.  To the extent this late
      fee or any other fee or charge set forth in this Agreement may be prohibited
      or
      exceed any limit provided by any present or future applicable law, such fee
      or
      charge shall be reduced to the maximum amount allowed.

    


    Overdraft
      Protection for Lines of
      Credit.  Bank is hereby requested and authorized to
      automatically advance funds under this Credit to cover overdrafts in account
      number 3202540013 (the “Account”) in the name of V2K WINDOW FASHIONS INC (the
“Account Holder”).  Bank may in its sole discretion decline to advance
      funds if the Account is not in good standing, if this Credit or a related
      agreement is in default, if Bank believes that the overdraft results from a
      payment on the Credit, if the advance would cause the outstanding balance of
      the
      Credit to exceed the maximum amount available, or if Bank in good faith believes
      for any other reason that the advance may not be proper.  This
      authorization shall remain in full force and effect during the term of the
      Credit and any extension, renewal or modification thereof, until a reasonable
      period of time following Bank’s receipt at its office at Business Lending, San
      Antonio PO Box 659713, San Antonio, TX  78265 of written revocation of
      this authorization from Borrower or the Account Holder.  This
      authorization does not in any way affect or reduce any liability or obligation
      of the Account Holder.

    


    Trade
      Finance
      Subfeature.  At Bank’s sole discretion, Bank may make available
      to Borrower a Letter of Credit Subfeature and/or a Foreign Exchange Subfeature
      in an amount not to exceed in the aggregate the lesser of $250,000.00 or the
      available principal amount of the Credit.  Such subfeature(s) shall be
      subject to the terms of the Disclosure and all additional agreements pertaining
      to such services.  A Letter of Credit Subfeature simplifies the
      issuance of commercial and/or standby letters of credit; however, this is not
      a
      commitment to issue letters of credit.  The issuance of any letter of
      credit is subject to the Bank’s discretion, the execution of additional letter
      of credit agreements, and other conditions.

    


    Prepayment
      Terms.  Borrower may prepay principal of the Credit at any
      time, in any amount, without penalty.

    


    Other
      Indebtedness.  Borrower will not obtain a working capital line
      of credit from another Bank without the prior written consent of
      Bank.

    


    Additional
      Provisions.  This document may be signed in any number of
      separate copies, each of which shall be effective as an original, but all of
      which taken together shall constitute a single document.  An
      electronic transmission or other facsimile of this Letter or any signed document
      shall be deemed an original and shall be admissible as evidence of the document
      and the signer’s execution.  The Agreement shall be governed by the
      laws of the state of Colorado and applicable Federal law except to the extent
      any related document is governed by the law of another state due to the location
      of the collateral.

     

    Job #1697533203 Application #889540340  Revolving Line of
      Credit   1   08/28/2007  Vers. 2


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Purpose.  The
      proceeds of the Credit shall be used solely for business or commercial
      purposes.

    


    Related
      Documents.  The Credit also is conditioned upon execution and
      delivery of this Confirmation Letter and the following Related
      Documents:

    


    Privacy
      Policy

    


    At
      the
      time the Agreement is signed and delivered to Bank, the persons signing below,
      including without limitation the Borrower(s), any Grantor(s) and any
      Guarantor(s), acknowledge receipt of the Agreement, including the Disclosure
      and
      Related Documents, and accept all terms and conditions contained in
      them.  Unless a fully signed copy of the Letter and all Related
      Documents is received by Bank within 30 days, this offer to extend credit will
      expire.  This offer is not transferable or assignable, and may be
      withdrawn or modified at any time prior to Bank’s receipt of the above fully
      signed documents.

    


    Final
      Agreement.  The persons and entities signing below (“Party”, or
      collectively, the “Parties”) acknowledge and agree that each Party’s execution
      of this Agreement constitutes acknowledgment that such Party (i) agrees that
      there are no oral agreements relating to this Credit (this “Loan”), (ii) agrees
      that agreements will be binding upon Bank only if in writing and signed by
      Bank,
      and (iii) acknowledges receipt of the following Notice, and to the fullest
      extent allowed by law, agrees to be bound by the terms of this Agreement and
      this Notice:

    


    NOTICE:  THIS
      DOCUMENT AND ALL OTHER DOCUMENTS RELATING TO THIS LOAN CONSTITUTE A WRITTEN
      LOAN
      AGREEMENT WHICH REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY
      NOT
      BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
      AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS
      BETWEEN THE PARTIES RELATING TO THIS LOAN.

    


    If
      you
      have any questions, please contact me at (303) 863-5689.  For future
      reference, please send all correspondence to the Bank to the following
      address:  1740 Broadway, C7300-494, Denver, CO 80274.

    


    WELLS
      FARGO BANK, NATIONAL ASSOCIATION

    


    


    By:   /s/
      Lindsay
      Prime                                      


    Name:  Lindsay
      Prime

    Title:  Lender

    


    Dated:  August
      28, 2007

     

    Job #1697533203 Application #889540340  Revolving Line of
      Credit   1   08/28/2007  Vers. 2


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Borrower
      Acknowledgment and Acceptance:

    


    By
      signing below, Borrower acknowledges receipt of the Agreement, including the
      Disclosure and Related Documents, and agrees to the terms and provisions
      contained in them, including without limitation the prepayment penalty described
      in the Prepayment section of this Letter, if any.

    


    Borrower
      represents and warrants that the primary business address is 13949 W. Colfax
      Ave
      Suite #250, Lakewood, CO 80401.

    


    V2K
      WINDOW FASHIONS INC

    
      
        	 	 	 	 	 
	
                By:
                  /s/ Gordon E.
                  Beckstead

              	 	 	
                By:
                  /s/  Robert J.
                  Wittenbrink 

              	 
	
                Name: 
Gordon
                  E.
                  Beckstead

              	 	 	
                Name: 
Robert
                  J
                  Wittenbrink

              	 
	
                Title: 
owner

              	 	 	
                Title: 
owner

              	 


      

       

      
        
          	 	 	 	 	 
	
                  By: 
/s/
                    Victor J.
                    Yosha

                	 	 	
                  By:

                	 
	
                  Name: 
Victor
                    J
                    Yosha

                	 	 	
                   

                	 
	
                  Title: 
owner

                	 	 	
                   

                	 


        

      

    

    


     

    Grantor
      Acknowledgment and Acceptance:

    


    By
      signing below, Grantor acknowledges receipt of a copy of the Disclosure and
      agrees to the terms and provisions of this Letter and Section 2 of the
      Disclosure.

    


    Grantor
      represents and warrants:  (a) All Collateral consisting of tangible
      personal property (except goods in transit) is located or domiciled at the
      following address(es):  13949 W. Colfax Ave Suite #250, Lakewood,
      CO  80401 (b) V2K
      WINDOW FASHIONS INC is Incorported/Formed/Registered in the state of CO
      and located at 13949 W. Colfax Ave Suite #250, Lakewood,
      CO  80401.

    


    V2K
      WINDOW FASHIONS INC

    
      
        	 	 	 	 	 
	
                By:
                  /s/ Gordon E.
                  Beckstead

              	 	 	
                By:
                  /s/  Robert J.
                  Wittenbrink 

              	 
	
                Name: 
Gordon
                  E.
                  Beckstead

              	 	 	
                Name: 
Robert
                  J
                  Wittenbrink

              	 
	
                Title: 
owner

              	 	 	
                Title: 
owner

              	 


      

       

      
        
          
            
              	 	 	 	 	 
	
                      By: 
/s/
                        Victor J.
                        Yosha

                    	 	 	
                      By:

                    	 
	
                      Name: 
Victor
                        J
                        Yosha

                    	 	 	
                       

                    	 
	
                      Title: 
owner

                    	 	 	
                       

                    	 


            

          

          


        

      

    
Job #1697533203 Application #889540340  Revolving Line of
    Credit   1   08/28/2007  Vers. 2

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Guarantor
      Acknowledgment by Individual Guarantor(s):

    


    By
      signing below, each of the undersigned Guarantors in his/her individual capacity
      acknowledges receipt of a copy of the Disclosure, agrees to the terms and
      provisions of this Letter and Section 3 of the Disclosure, and individually
      guarantees payment of the Credit, together with all liability under any swap,
      derivative, hedge or similar transaction or arrangement related to said Credit,
      up to a maximum principal amount of $105,000.00 (the “Guaranteed Indebtedness”),
      plus interest, costs and fees as described in the
      Disclosure.  Guarantor’s address is:  178 E 11th
      Ave,
      Broomfield, CO  80020-1290.  In addition, each Guarantor
      understands that this Guaranty is effective upon Guarantor’s execution and
      delivery of the Guaranty to Bank and that the Guaranty will continue until
      terminated in the manner set forth in the section of the Disclosure entitled
      “Duration of Guaranty”.  No formal acceptance by Bank is necessary to
      make the Guaranty effective.

    


    Robert
      J Wittenbrink

    
      
        	 	 	 	 	 
	
                /s/
                  Robert J. Wittenbrink

              	 	 	
                 

              	 
	
                Name: 
Robert
                  J
                  Wittenbrink

              	 	 	
                 

              	 
	
                 

              	 	 	
                 

              	 


      



    


    Guarantor
      Acknowledgment by Individual Guarantor(s):

    


    By
      signing below, each of the undersigned Guarantors in his/her individual capacity
      acknowledges receipt of a copy of the Disclosure, agrees to the terms and
      provisions of this Letter and Section 3 of the Disclosure, and individually
      guarantees payment of the Credit, together with all liability under any swap,
      derivative, hedge or similar transaction or arrangement related to said Credit,
      up to a maximum principal amount of $105,000.00 (the “Guaranteed Indebtedness”),
      plus interest, costs and fees as described in the
      Disclosure.  Guarantor’s address is:  6635 E Sage Lane,
      Parker, CO  80138.  In addition, each Guarantor understands
      that this Guaranty is effective upon Guarantor’s execution and delivery of the
      Guaranty to Bank and that the Guaranty will continue until terminated in the
      manner set forth in the section of the Disclosure entitled “Duration of
      Guaranty”.  No formal acceptance by Bank is necessary to make the
      Guaranty effective.

    


    Gordon
      E. Beckstead

    
      
        	 	 	 	 	 
	
                /s/
                  Gordon E. Beckstead

              	 	 	
                 

              	 
	
                Name: 
Gordon
                  E.
                  Beckstead

              	 	 	
                 

              	 
	
                 

              	 	 	
                 

              	 


      

    

Job #1697533203 Application #889540340  Revolving Line of
    Credit   1   08/28/2007  Vers. 2

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Guarantor
      Acknowledgment by Individual Guarantor(s):

    


    By
      signing below, each of the undersigned Guarantors in his/her individual capacity
      acknowledges receipt of a copy of the Disclosure, agrees to the terms and
      provisions of this Letter and Section 3 of the Disclosure, and individually
      guarantees payment of the Credit, together with all liability under any swap,
      derivative, hedge or similar transaction or arrangement related to said Credit,
      up to a maximum principal amount of $105,000.00 (the “Guaranteed Indebtedness”),
      plus interest, costs and fees as described in the
      Disclosure.  Guarantor’s address is:  7276 Orion St, Arvada,
      CO  80007-0000.  In addition, each Guarantor understands
      that this Guaranty is effective upon Guarantor’s execution and delivery of the
      Guaranty to Bank and that the Guaranty will continue until terminated in the
      manner set forth in the section of the Disclosure entitled “Duration of
      Guaranty”.  No formal acceptance by Bank is necessary to make the
      Guaranty effective.

    


    Victor
      J Yosha

    
      
        	 	 	 	 	 
	
                /s/
                  Victor J. Yosha

              	 	 	
                 

              	 
	
                Name: 
Victor
                  J
                  Yosha

              	 	 	
                 

              	 
	
                 

              	 	 	
                 

              	 


      



     

    Job #1697533203
      Application #889540340  Revolving Line of Credit   1  
08/28/2007  Vers. 2