EXHIBIT 10.9
LINE OF CREDIT NOTE
$2,000,000 Note # 9240904-9003
maximum amount and interest ----------------------------
St. Louis (Clayton), Missouri
September 1, 1996
FOR VALUE RECEIVED, the undersigned, Wave Technologies International,
Inc., a Missouri corporation, promises to pay to the order of COMMERCE BANK,
NATIONAL ASSOCIATION ("Bank"), at its main banking office in St. Louis
(Xxxxxxx), Missouri, the principal sum of Two Million Dollars ($2,000,000) or
the then outstanding and unpaid balance of sums advanced hereunder together with
accrued interest, on September 1, 1997. All sums advanced hereunder shall bear
interest from the date of advance at the per annum rate equal to the Prime Rate
of Bank, in effect from time to time, which rate shall change with, and be
effective on the date of, each change in the Prime Rate.
Interest shall be calculated on the actual number of days outstanding on
the basis of a year of 360 days and shall be payable on the 1st Business Day of
the month following the initial advance under this note and on the 1st Business
Day of each month thereafter until September 1, 1997, when all outstanding
principal and accrued interest shall be due and payable in full. This note
shall bear interest after maturity (whether by acceleration or otherwise) at a
rate of three percent (3%) above the rate stated herein but not exceeding the
maximum rate allowed by law. Acceptance of payments after a date on which Bank
may demand payment in full shall not constitute a waiver of Bank's right to
demand payment in full thereafter. Payments shall be applied first to interest
and then to principal.
This note is the "Line of Credit Note" issued pursuant to and referred to
in the Loan Agreement dated as of August 16, 1995, as amended by amendments
dated as of January 5, 1996, and September 1, 1996, (as amended, the
"Agreement"), between the undersigned and Bank. Said Agreement contains
provisions for, inter alia, the definition of "Prime Rate," and other
capitalized terms not otherwise defined herein, prepayments on account of
principal hereof, requirements for borrowings and reborrowings hereunder, events
of default, and the rights of the holder hereof as to acceleration.
In the event of default as defined in said Agreement, the principal of this
note and all interest thereon may be declared to be immediately due and payable
in the manner and with the effect as provided in said agreement.
All without notice to and without affecting the liability to Bank of any of
the undersigned: (1) each of the undersigned, and each guarantor, endorser,
accommodation maker, surety, or other party liable on or on account of this
note, waives presentment, protest demand, notice of dishonor or default, and
consents to the release of any party or parties directly or indirectly liable
for payment hereof or the release, subordination or substitution of any
collateral security for this obligation; and (2) each guarantor, endorser,
accommodation maker, surety, or other party liable on or on account of this note
consents to any and all amendments, modifications (including changes in interest
rate), and /or renewals and extensions (including successive renewals or
extensions and whether for the
same term or such shorter or longer term as Bank may require) as may be agreed
upon by Bank and the undersigned.
Each maker and each endorser, guarantor, and/or surety, if any, jointly and
severally agrees to all the provisions hereof. This Note shall be construed in
accordance with the laws of Missouri.
Unless prohibited by law, the undersigned will pay on demand all costs of
collection, legal expenses and attorneys' fees incurred or paid in collecting
and/or enforcing this note.
Oral agreements or commitments to loan money, extend credit or to forbear
from enforcing repayment of a debt, including promises to extend or renew such
debt, are not enforceable. To protect you (borrower(s)) and us (creditor) from
misunderstanding or disappointment, any agreements we reach covering such
matters are contained in this writing, which is the complete and exclusive
statement of the agreement between us except as we may later agree in writing to
modify it.
WAVE TECHNOLOGIES INTERNATIONAL, INC.
By: /s/ X. X. Xxxxxx
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Title: CFO
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