EXHIBIT 10.46
REVOLVING LINE OF CREDIT AGREEMENT AND PROMISSORY NOTE
DATED JANUARY 1, 2007 IN THE AMOUNT OF $30,000 PAYABLE
TO XXXXX X. XXXXXXX III
REVOLVING LINE OF CREDIT AGREEMENT
This Revolving Line of Credit Agreement (the "Agreement") is made and
entered into in this 1st day of January, 2007, by and between Xxxxx X. Xxxxxxx
III, a Hawaii resident ("Lender"), and China Wireless Communications, Inc., a
Nevada corporation ("Borrower").
In consideration of the mutual covenants and agreements contained
herein, the parties agree as follows:
1. LINE OF CREDIT. Lender hereby establishes for a period extending
to December 31, 2007 (the "Maturity Date") a revolving line of credit (the
"Credit Line") for Borrower in the principal amount of Thirty Thousand Dollars
($30,000.00) (the "Credit Limit"). In connection herewith, Borrower shall
execute and deliver to Lender a promissory note in the amount of the Credit
Limit, in the form attached hereto as EXHIBIT A (the "Promissory Note"). All
sums advanced on the Credit Line or pursuant to the terms of this Agreement
(each an "Advance") shall become part of the principal of said Promissory Note.
2. ADVANCES. Any request for an Advance may be made from time to
time and in such amounts as Borrower may choose; provided, however, any
requested Advance will not, when added to the outstanding principal balance of
all previous Advances, exceed the Credit Limit. Requests for Advances must be
made in writing by such officer of Borrower authorized by it to request such
Advances. Until such time as Lender may be notified otherwise, Borrower hereby
authorizes its president or any vice president to request Advances. Lender may
deposit or credit the amount of any requested Advance to Borrower's checking
account with Lender. Lender may refuse to make any requested Advance if an event
of default has occurred and is continuing hereunder either at the time the
request is given or the date the Advance is to be made, or if an event has
occurred or condition exists which, with the giving of notice or passing of time
or both, would constitute an event of default hereunder as of such dates.
The funds from the Advances will be used by the Borrower for operating
expenses or capital investments in connection with the operations of the
Borrower.
3. INTEREST. All sums advanced pursuant to this Agreement shall bear
interest from the date each Advance is made until paid in full at the rate of
ten percent (10%) per annum, simple interest (the "Effective Rate").
4. REPAYMENT. Borrower shall pay accrued interest on the outstanding
principal balance on a calendar quarterly basis commencing on April 15, 2007,
and continuing on the fifteenth day of each calendar quarter thereafter. The
entire unpaid principal balance, together with any accrued interest and other
unpaid charges or fees hereunder, shall be due and payable on the Maturity Date.
All payments shall be made to Lender at such place as Lender may, from time to
time, designate. All payments received hereunder shall be applied, first, to any
costs or expenses incurred by Lender in collecting such payment or to any other
unpaid charges or expenses due hereunder; second, to accrued interest; and
third, to principal. Borrower may prepay principal at any time without penalty.
5. REPRESENTATIONS AND WARRANTIES. In order to induce Lender to
enter into this Agreement and to make the advances provided for herein, Borrower
represents and warrants to Lender as follows:
a. Borrower is a duly organized, validly existing, and in good
standing under the laws of the State of Nevada with the power
to own its assets and to transact business in Colorado, and in
such other states where its business is conducted.
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b. Borrower has the authority and power to execute and deliver
any document required hereunder and to perform any condition
or obligation imposed under the terms of such documents.
c. The execution, delivery and performance of this Agreement and
each document incident hereto will not violate any provision
of any applicable law, regulation, order, judgment, decree,
article of incorporation, by-law, indenture, contract,
agreement, or other undertaking to which Borrower is a party,
or which purports to be binding on Borrower or its assets and
will not result in the creation or imposition of a lien on any
of its assets.
d. There is no action, suit, investigation, or proceeding pending
or, to the knowledge of Borrower, threatened, against or
affecting Borrower or any of its assets which, if adversely
determined, would have a material adverse affect on the
financial condition of Borrower or the operation of its
business.
6. EVENTS OF DEFAULT. An event of default will occur if any of
the following events occurs:
a. Failure to pay any principal or interest hereunder within ten
(10) days after the same becomes due.
b. Any representation or warranty made by Borrower in this
Agreement or in connection with any borrowing or request for
an Advance hereunder, or in any certificate, financial
statement, or other statement furnished by Borrower to Lender
is untrue in any material respect at the time when made.
c. Default by Borrower in the observance or performance of any
other covenant or agreement contained in this Agreement, other
than a default constituting a separate and distinct event of
default under this Paragraph 6.
d. Filing by Borrower of a voluntary petition in bankruptcy
seeking reorganization, arrangement or readjustment of debts,
or any other relief under the Bankruptcy Code as amended or
under any other insolvency act or law, state or federal, now
or hereafter existing.
e. Filing of an involuntary petition against Borrower in
bankruptcy seeking reorganization, arrangement or readjustment
of debts, or any other relief under the Bankruptcy Code as
amended, or under any other insolvency act or law, state or
federal, now or hereafter existing, and the continuance
thereof for sixty (60) days undismissed, unbonded, or
undischarged.
7. REMEDIES. Upon the occurrence of an event of default as defined
above, Lender may declare the entire unpaid principal balance, together with
accrued interest thereon, to be immediately due and payable without presentment,
demand, protest, or other notice of any kind. Lender may suspend or terminate
any obligation it may have hereunder to make additional Advances. To the extent
permitted by law, Borrower waives any rights to presentment, demand, protest, or
notice of any kind in connection with this Agreement. No failure or delay on the
part of Lender in exercising any right, power, or privilege hereunder will
preclude any other or further exercise thereof or the exercise of any other
right, power, or privilege. The rights and remedies provided herein are
cumulative and not exclusive of any other rights or remedies provided at law or
in equity. Borrower agrees to pay all costs of collection incurred by reason of
the default, including court costs and reasonable attorney's fees.
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8. NOTICE. Any written notice required pursuant to this Agreement,
will be deemed effective on the date such notice is placed, first class, postage
prepaid, in the United States mail, addressed to the party to which notice is
being given as follows:
Lender:
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Attn:
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Borrower: China Wireless Communications, Inc.
Attn.: Treasury
0000 Xxxx Xxxxxxxxx, Xxxxx 000
Xxxxxx, XX 00000-0000
9. GENERAL PROVISIONS. All representations and warranties made in
this Agreement and the Promissory Note and in any certificate delivered pursuant
thereto shall survive the execution and delivery of this Agreement and the
making of any loans hereunder. This Agreement will be binding upon and inure to
the benefit of Borrower and Lender, their respective successors and assigns,
except that Borrower may not assign or transfer its rights or delegate its
duties hereunder without the prior written consent of Lender. This Agreement,
the Promissory Note, and all documents and instruments associated herewith will
be governed by and construed and interpreted in accordance with the laws of the
State of Colorado. Time is of the essence hereof. This Agreement will be deemed
to express, embody, and supersede any previous understanding, agreements, or
commitments, whether written or oral, between the parties with respect to the
general subject matter hereof. This Agreement may not be amended or modified
except in writing signed by the parties.
EXECUTED on the day and year first written above.
BORROWER: LENDER:
China Wireless Communications, Inc.
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By: By:
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Name: Name:
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Title: PRESIDENT Title:
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PROMISSORY NOTE
$30,000.00 JANUARY 1, 2007
GOLDEN, CO
For value received, this Promissory Note (the "Note") is made and executed as of
the date referred to above, by China Wireless Communications, Inc., a Nevada
corporation ("Maker"). By this Note, the Maker promises and agrees to pay to the
order Xxxxx X. Xxxxxxx, a Hawaii resident ("Lender"), the principal sum of
Thirty Thousand and 00/100 Dollars ($30,000.00), or the aggregate unpaid
principal amount of all advances made by Lender to Maker pursuant to the terms
of that certain Revolving Line of Credit Agreement (the "Loan Agreement") of
even date herewith, whichever is less, together with interest thereon from the
date each advance is made until paid in full, both before and after judgment, at
the rate of 10 percent (10%)per annum, simple interest.
Maker shall pay accrued interest on the outstanding principal balance under the
Note on a calendar quarterly basis commencing on April 15, 2007, and continuing
on the fifteenth day of each calendar quarter thereafter until paid in full. The
entire unpaid principal balance, together with any accrued interest and other
unpaid charges or fees hereunder, shall be due and payable on December 31, 2007
(the "Maturity Date").
Prepayment in whole or part may occur at any time hereunder without penalty;
provided that the Lender shall be provided with not less than ten (10) days
notice of the Maker's intent to pre-pay; and provided further that any such
partial prepayment shall not operate to postpone or suspend the obligation to
make, and shall not have the effect of altering the time for payment of the
remaining balance of the Note as provided for above, unless and until the entire
obligation is paid in full. All payments received hereunder shall be applied,
first, to any costs or expenses incurred by Lender in collecting such payment or
to any other unpaid charges or expenses due hereunder; second, to accrued
interest; and third, to principal.
An event of default will occur if any of the following events occurs: (a)
failure to pay any principal or interest hereunder within ten (10) days after
the same becomes due; (b) if any representation or warranty made by Maker in the
Loan Agreement or in connection with any borrowing or request for an advance
thereunder, or in any certificate, financial statement, or other statement
furnished by Maker to Lender is untrue in any material respect at the time when
made; (c) default by Maker in the observance or performance of any other
covenant or agreement contained in the Loan Agreement, other than a default
constituting a separate and distinct event of default under Paragraph 7 of the
Loan Agreement; (d) filing by Maker of a voluntary petition in bankruptcy
seeking reorganization, arrangement or readjustment of debts, or any other
relief under the Bankruptcy Code as amended or under any other insolvency act or
law, state or federal, now or hereafter existing; or (e) filing of an
involuntary petition against Maker in bankruptcy seeking reorganization,
arrangement or readjustment of debts, or any other relief under the Bankruptcy
Code as amended, or under any other insolvency act or law, state or federal, now
or hereafter existing, and the continuance thereof for sixty (60) days
undismissed, unbonded, or undischarged.
Any notice or demand to be given to the parties hereunder shall be deemed to
have been given to and received by them and shall be effective when personally
delivered or when deposited in the U.S. mail,
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certified or registered mail, return receipt requested, postage prepaid, and
addressed to the party at his or its last known address, or at such other
address as the one of the parties may hereafter designate in writing to the
other party.
The Maker hereof waives presentment for payment, protest, demand, notice of
protest, notice of dishonor, and notice of nonpayment, and expressly agrees that
this Note, or any payment hereunder, may be extended from time to time by the
Lender without in any way affecting its liability hereunder.
In the event any payment under this Note is not made at the time and in the
manner required, the Maker agrees to pay any and all costs and expenses which
may be incurred by the Lender hereof in connection with the enforcement of any
of its rights under this Note or under any such other instrument, including
court costs and reasonable attorneys' fees.
This Note shall be governed by and construed and enforced in accordance with the
laws of the State of Colorado.
MAKER:
China Wireless Communications, Inc.
By:
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Name:
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Title: PRESIDENT
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