EXHIBIT 10.46
REVOLVING LINE OF CREDIT AGREEMENT AND PROMISSORY NOTE
DATED JANUARY 1, 2007 IN THE AMOUNT OF $30,000 PAYABLE
TO PEDRO E. RACELIS III
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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 Pedro E.
Racelis
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 readju
