Exhibit 10.46
REVOLVING PROMISSORY NOTE
Facility Amount: June 1,2000
U.S. $2,000,000.00 Dallas, Texas
Bank: Borrower:
BANK OF AMERICA, N.A. MWI, INC., d/b/a DANAM
ELECTRONICS
Commercial Banking Group
901 Main Street, 7th Floor 4230 Shilling Way
TX1-492-07-01 Dallas, Texas 75237
Dallas, Texas 75202
Dallas County Dallas County
FOR VALUE RECEIVED, the undersigned Borrower unconditionally (and jointly and
severally, if more than one) promises to pay to the order of Bank, its
successors and assigns, without setoff, at its offices indicated at the
beginning of this Note, or at such other place as may be designated by Bank, the
principal amount of Two Million and No/100 Dollars ($2,000,000.00), or so much
thereof as may be advanced from time to time in immediately available funds,
together with interest computed daily on the outstanding principal balance
hereof, at an interest rate, and in accordance with the payment schedule, set
forth in that certain Loan Agreement (Exim-Bank Guaranteed Line of Credit) of
even date herewith by and between Bank and Borrower (the "Loan Agreement").
1. MATURITY DATE; PAYMENT SCHEDULE; MANDATORY PRINCIPAL PAYMENT. Principal
shall be paid in full in a single payment on the last day of the Availability
Period (as defined in the Loan Agreement). Interest thereon shall be paid
monthly, commencing on July 1,2000 and continuing on the same day of each
successive month thereafter, with a final payment of all unpaid interest on the
last day of the Availability Period. In addition to the principal payment
schedule set forth above, each advance hereunder shall be due and payable on the
earlier of the following: (i) immediately upon Borrower's receipt of payment
from an account debtor against the corresponding account receivable, (ii) 180
days after the making of such advance or (iii) the last day of the Availability
Period. Total or partial prepayments may be made at any time. If Borrower is in
default under this Note or the Loan Agreement, Bank may demand payment of the
balance outstanding under this Note in full immediately. All payments received
hereunder shall be applied in the order set forth in the Loan Agreement.
2. REVOLVING FEATURE. Borrower may borrow, repay and reborrow hereunder at
any time, up to a maximum aggregate amount outstanding at any one time equal to
the Maximum Amount (as defined in the Loan Agreement), provided that Borrower is
not in default under any provision of this Note or the Loan Agreement, and
provided that the borrowings hereunder do not exceed any borrowing base or other
limitation on borrowings by Borrower. Bank shall incur no liability for its
refusal to advance funds based upon its determination that any conditions of
such further advances have not been met. Bank records of the amounts borrowed
from time to time shall be conclusive proof thereof. In addition, Bank may
refuse to make additional advances or reduce the amount of advances available as
provided in the Loan Agreement.
3. SUBJECT TO LOAN AGREEMENT. This Note shall be governed by the Loan
Agreement, and all provisions regarding advances, interest, prepayment, late
payments, events of default, remedies and governing law are set forth in the
Loan Agreement.
4. COMMERCIAL PURPOSES. BORROWER REPRESENTS TO BANK THAT THE PROCEEDS OF THIS
LOAN ARE TO BE USED PRIMARILY FOR BUSINESS, COMMERCIAL OR AGRICULTURAL PURPOSES.
BORROWER ACKNOWLEDGES HAVING READ AND UNDERSTOOD, AND AGREES TO BE BOUND BY, ALL
TERMS AND CONDITIONS OF THIS NOTE AND HEREBY EXECUTES THIS NOTE UNDER SEAL AS OF
THE DATE HERE ABOVE WRITTEN.
5. NOTICE OF FINAL AGREEMENT. THIS WRITTEN PROMISSORY NOTE 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.
6. JUDICIAL PROCEEDINGS; WAIVERS. THE BORROWER AND THE BANK ACKNOWLEDGE AND
AGREE THAT (a) ANY SUIT, ACTION OR PROCEEDING, WHETHER CLAIM OR COUNTERCLAIM,
BROUGHT OR INSTITUTED BY THE BORROWER OR THE BANK OR ANY SUCCESSOR OR ASSIGN OF
THE BORROWER OR THE BANK, ON OR WITH RESPECT TO THIS AGREEMENT, ANY OF THE OTHER
LOAN DOCUMENTS, THE COLLATERAL OR THE DEALINGS OF THE PARTIES WITH RESPECT
HERETO OR THERETO SHALL BE TRIED ONLY BY A COURT AND NOT BY A JURY, AND EACH
PARTY WAIVES THE RIGHT TO TRIAL BY JURY; (b) EACH WAIVES ANY RIGHT IT MAY HAVE
TO CLAIM OR RECOVER, IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY SPECIAL,
EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN
ADDITION TO, ACTUAL DAMAGES; AND (c) THIS SECTION IS A SPECIFIC AND MATERIAL
ASPECT OF THIS AGREEMENT, AND THE BANK WOULD NOT EXTEND CREDIT IF THE WAIVERS
SET FORTH IN THIS SECTION WERE NOT A PART OF THIS AGREEMENT.
EXECUTION DATE: June 1, 2000
MWI, INC., d/b/a DAUAM ELECTRONICS
By: /s/ Jerry West
------------------------
Jerry West
President
Receipt of delivery of this Note is hereby acknowledged by:
Bank of America, N.A.
By: /s/ Richart Vitale
---------------------------------
Name: RICHART VITALE
Title: ASSISTANT VICE PRESIDENT
2