<PAGE>


                                                                   Exhibit 10.46


                            Advice of Borrowing Terms

Relationship Office: City of London Office                     Date: 25 May 2000

              Borrower(s)                        Registered Number:

           RoweCom UK Limited                         3819083

We intend that the facilities listed in Part 1 of the attached Facility Schedule
(the "on-demand facilities") should remain available to the borrower(s) until 22
May 2001 and all facilities should be reviewed on or before that date. The
facilities are, however, subject to the following:-

o     the terms and conditions below,

o     the specific conditions applicable to an individual facility as detailed
      in the Facility Schedule,

o     the Security detailed in the attached Security Schedule, and

o     the attached General Terms.

All amounts outstanding are repayable on demand which may be made by us at our
discretion at any time and the facilities may be withdrawn, reduced, made
subject to further conditions or otherwise varied by us giving notice in
writing.

Conditions:

The following conditions must be satisfied at all times while the facilities are
outstanding, but this will not affect our right to demand repayment at any time:

o     Monthly management accounts to be provided to us within 21 days of the end
      of the month to which they relate.

o     Without prejudice to our right to make demand at any time and irrespective
      of whether or not you comply with the following, during such time as the
      facilities remain available to you, you shall ensure that the overdraft
      utilisation, will be covered 200% by trade debtors and that the overdraft
      plus terminable indemnity utilisation will be covered 150% by trade
      debtors.

o     RoweCom UK Limited undertake that they will not make payment of a dividend
      or make a cash payment by way of a management or other charge in aggregate
      totalling more than (pound)50,000 in any financial year to other companies
      within the RoweCom Inc Group without the prior consent of the Bank, such
      consent not to be unreasonably withheld.


/s/ RGL Rigden

RGL Rigden
Senior Corporate Manager
For and on behalf of
National Westminster Rank Plc


                                       2
<PAGE>

Acceptance:

To signify your agreement to the terms and conditions outlined above please sign
and return the enclosed copy of this Advice of Borrowing Terms within 28 days.

                               Form of Acceptance

I accept the facility/facilities on the above terms and conditions and confirm
that I have been authorised by the Board(s) of Directors of the Borrower(s)
(copy Resolution enclosed) to sign this Form of Acceptance on behalf of the
Borrower(s).




By (name and title) /s/ R. MADDOMS                           Date 5 JUNE 2000
                   --------------------
COMPANY SECRETARY/FINANCE DIRECTOR

For and on behalf of: RoweCom UK Limited


                                       3
<PAGE>

                                Facility Schedule

Part 1 - Facilities Repayable on Demand:

                               ------------------
                               Composite Facility
--------------------------------------------------------------------------------
Name of Borrower(s): RoweCom UK Limited
--------------------------------------------------------------------------------
Limit: Gross:        (pound)4,500,000     Inclusive of any Sub limits detailed
----------------------------------------  below for individual facilities
Limit: Net:          (pound)4,500,000
--------------------------------------------------------------------------------

The following Facilities are included within the Composite Facility Limit
arrangement, together with any allocated sub-limit(s):

                             ----------------------
                             Overdraft: - Base rate
--------------------------------------------------------------------------------
Account Number:               36325163
--------------------------------------------------------------------------------
Name of Borrower:             RoweCom UK Limited
--------------------------------------------------------------------------------
Limit:                        (pound)4,500,000 until 31 January 2001 then
                              reverting to (pound)3,000,000 for rest of term
--------------------------------------------------------------------------------
Purpose:                      To finance working capital
--------------------------------------------------------------------------------
Repayment:                    Fully fluctuating
--------------------------------------------------------------------------------
1st Debit Interest Rate:      1% above the Bank's Base rate
--------------------------------------------------------------------------------
2nd Debit Interest Rate:      4% above the Bank's Base rate on borrowing over
                              (pound)4,500,000 (until 31 January 2001 then
                              reverting to (pound)3,000,000 for rest of term) or
                              in excess of agreed facilities
--------------------------------------------------------------------------------
Interest Payable:             Quarterly
--------------------------------------------------------------------------------
Arrangement Fee:              (pound)7,500 was debited on 25 June 2000
--------------------------------------------------------------------------------
Excess Fees:                  We will be entitled to charge an excess fee at the
                              Bank's published rate for each day any agreed
                              limit is exceeded (see our "Services & Charges for
                              Business Customers" brochure for details).
--------------------------------------------------------------------------------

                             ----------------------
                             Terminable Indemnities
--------------------------------------------------------------------------------
Name of Borrower:             RoweCom UK Limited
--------------------------------------------------------------------------------
Limit:                        (pound)2,000,000
--------------------------------------------------------------------------------
Type and Purpose:             Tender, Advance Payment and any other types the
                              Bank agrees to enter into
--------------------------------------------------------------------------------
Basis of Expiry:              Cancellation or expiry or return of the bond
--------------------------------------------------------------------------------
Indemnity Fee:                1.75%age p.a. for bonds up to a value of
                              (pound)25,000 and 1.25%age p.a. for bonds over
                              (pound)25,000, payable quarterly in advance.
--------------------------------------------------------------------------------


                                       4
<PAGE>

Facilities not subject to a Composite Facility Limit:

                              -------------------
                              Cheque Negotiations
--------------------------------------------------------------------------------
Name of Borrower:             RoweCom UK Limited
--------------------------------------------------------------------------------
Limit:                        (pound)20,000
--------------------------------------------------------------------------------
Purpose:                      Negotiation of Foreign Cheques with Recourse
--------------------------------------------------------------------------------
Fees:                         Subject to separate tariff, calculated on sterling
                              value of cheque. Information available upon
                              request or at the time the service is provided
--------------------------------------------------------------------------------

                                ---------------
                                Settlement Risk
--------------------------------------------------------------------------------
Name of Borrower:             RoweCom UK Limited
--------------------------------------------------------------------------------
Limit/Frequency:              (pound)300,000 per month
--------------------------------------------------------------------------------
Type and Purpose:             BACS re salaries
--------------------------------------------------------------------------------


                                       5
<PAGE>

Part 2 - Facilities Subject to Separate Documentation:

The following facilities are made available on the terms of the separate
documentation between us.

--------------------------------------------------------------------------------
Name of Borrower      Facility and Purpose            Amount      Date Agreement
                                                      (pound)         Signed
--------------------------------------------------------------------------------
RoweCom UK Limited    Business Cards re expenditure   60,000            N/K
--------------------------------------------------------------------------------


                                       6
<PAGE>

                               Security Schedule

We rely on the security detailed below (and require additional security where
specified) to repay, on demand, all your current and future liabilities (both
actual and contingent) to us. These liabilities include, without limitation,
those incurred by you under the facility(ies) specified in the Facility
Schedule.

--------------------------------------------------------------------------------
Date Executed/New:    Security:                        Given/to be given by:
--------------------------------------------------------------------------------
11 November 1999      Mortgage debenture               RoweCom UK Limited
--------------------------------------------------------------------------------
21 August 2000        Guarantee for (pound)4,880,000   RoweCom Inc.
                      (expires 31 August 2001)
--------------------------------------------------------------------------------


                                       7
<PAGE>

                                 General Terms

--------------------------------------------------------------------------------
This section sets out in more detail the basis on which we make facilities
available to you. It covers issues such as how limits and interest are
calculated, how we can vary agreed terms and what we mean by "on demand".
--------------------------------------------------------------------------------

These General Terms apply to all on demand facilities listed in the Advice of
Borrowing Terms (the "AOBT"), but do not apply to those facilities which are
subject to separate documentation, unless such documentation expressly
incorporates these General Terms. In cases where the expression "you" includes
more than one person (for example joint account holders) it shall be taken to
refer to all or any one or more of you, and your obligations shall be joint and
several.

o     Independent Advice. Unless we expressly agree in writing to do so we do
      not hold ourselves out as providing advice on or considering the general
      suitability of facilities for your particular circumstances (including
      tax) and neither we nor our employees shall be liable for any indications
      given as to such suitability. We make no warranties or representations
      about the advisability of any underlying transaction entered into by you.
      You should obtain independent professional advice on such matters, and
      upon any security or guarantee required by us.

o     Acceptance. Any offer of a facility must be accepted within the time
      period specified in the AOBT. We may, at our option, treat any usage of
      any of these facilities as acceptance (without amendment) of the terms and
      conditions of the AOBT.

o     Availability. Our normal practice is to review all credit facilities
      periodically. Any references in the AOBT to a review at, or availability
      until, a future date are merely indicative of our current intention, and
      we may, at our discretion, review on demand facilities at an earlier date.
      Facilities which are not loans or overdrafts are offered on the basis that
      there is no commitment on our part to enter into any such facility with
      you. We may, at our absolute discretion, decide whether a utilisation may
      be made and any conditions subject to which utilisations may be made.

o     Repayment. Notwithstanding any reference to review or availability or
      repayment term in the AOBT, all facilities are repayable on demand which
      we may make at our sole discretion at any time and may by notice be
      withdrawn reduced or made subject to (further) conditions or otherwise
      varied. You must ensure that we receive by way of repayment, the full
      amount of any indebtedness irrespective of any taxes, duties or charges,
      in immediately available funds in the currency in which the facility is
      outstanding at the branch or office where the facilities are provided.

o     Variation and waiver. We may vary these General Terms by giving one
      month's written notice to you, if a change in any currency of the United
      Kingdom occurs (including introduction of the euro), the AOBT and these
      General Terms will be amended to the extent we specify to reflect the
      change in currency and put us in the same position, so far as possible,
      that we would have been in if no change in currency had occurred. If we
      refrain from exercising any of our rights this shall not preclude us from
      exercising any rights at a later date.

o     Limits. The limits specified in the AOBT or the Facility Schedule for each
      facility and/or each account including any Group or Composite Facility
      limits) must not at any time be exceeded. In addition, the aggregate
      utilisation of any Composite and/or Group Limit specified for any group of
      accounts and/or facilities must not be exceeded, notwithstanding the total
      of any individual or sub limits allocated. If we have agreed that there
      will be a gross limit for one or more facilities, this means that the
      aggregate utilisation of those facilities must not at any time exceed the
      gross limit. If we have agreed that there will be a net limit for one or
      more facilities, this means that the aggregate utilisation of those
      facilities, less the aggregate amount of the cleared credit balances on
      the accounts specified by us in the AOBT, will not exceed the net limit
      (if no accounts are specified we may determine which accounts are utilised
      for this purpose). We are not obliged to allow or continue to allow any
      borrowing in excess of agreed facilities. Any reference to a particular
      account will include any successor account.

o     Interest. All interest rates are variable. Interest is payable monthly or
      quarterly (as detailed in the AOBT) on our usual charging days and on
      final repayment of the indebtedness. Interest accrues on the daily cleared
      debit balance on the account(s) concerned at the annual rate or rates
      shown in the AOBT (both before and after demand and/or judgement). It is
      calculated on the basis of a 365 day year for sterling (and either a 365
      or 360 day year for currencies other than sterling or on such other basis
      as we may from time to time specify) and the actual number of days elapsed
      and is compounded monthly or quarterly. Our variable unarranged borrowing
      rate for the relevant currency will apply to any indebtedness from time to
      time (i) in excess of agreed facilities or (ii) outstanding after the
      expiry date of agreed facilities or, in respect of (i) only, such other
      interest rate as we may specify.

o     Changes to Interest. We may alter the basis on which interest is
      calculated including the size of the interest margin charged over our Base
      Rate or other published rate and/or the amount of any regular repayments
      of facilities which are repayable on demand by providing you with one
      month's written notice. As a change in our Base Rate or other variable
      rate is not an alteration of the basis upon which interest is calculated,
      no written notice need be given of such a change. Changes in our Base Rate
      or other published rates take effect when made. Details of current rates
      are available from any branch or office, and are published in selected
      national newspapers. Omission to publish details of any change in a
      newspaper shall not stop the change from taking effect. For a currency
      account, written notice of changes to the relevant Currency Base Rate will
      normally be given, although failure to do so will not stop the change
      taking effect when made.

o     Fees. Fees quoted exclude charges for money transmission or similar
      services which are either advised (i) separately, or (ii) at the time a
      facility is used. All costs, charges and expenses incurred or suffered by
      us, including legal costs and our internal management costs, arising at
      any time in connection with any facility or with any related security or
      guarantee are payable by you on demand.

o     Uncovered Payments. An "uncovered payment" is a payment where the cleared
      credit balance or agreed credit facility is insufficient to meet that
      payment and all other payments requested, disregarding uncleared credits
      to that account. We do not accept any obligation to make uncovered
      payments to third parties unless we have agreed to do so in writing. We
      need not make any uncovered payment which is in excess of any settlement
      risk limit.

o     Set Off. We may, without notice, set-off against any credit balances on
      any of your account(s) (in any currency), your liability in respect of any
      facilities (including any uncovered payment) and may combine accounts. We
      are authorised to use all or any such credit balances to buy such other
      currencies as may be necessary in order to exercise any rights of set-off
      to which we may be entitled.

o     Appropriation and Lien. Where more than one debt is owing to us we may use
      the whole or any part of any repayment to reduce or discharge the
      principal amount of your indebtedness as we may select, to meet any
      accrued interest or to discharge any other liabilities to us.


                                       8
<PAGE>

      We shall have a lien over securities of any kind and other items deposited
      by or on your behalf with us including, without limitation, cheques given
      to us for collection).

o     Security. Unless the AOBT expressly provides otherwise, any mortgage,
      charge or debenture must be a first legal mortgage, charge or debenture
      over the unencumbered title of the property in question. You may not grant
      (or allow to be created) without our prior written consent any other
      security interest in the property in question or part with possession of
      it. We may, at our sole discretion, require from time to time additional
      valuations (at your expense) by such valuer as we may approve, of any or
      all off the assets held by us as security.

o     Environment. You represent and warrant (both now and in the future) that
      you have and will comply in all material respects with any applicable
      environmental law, regulation or code of practice ("environmental law")
      and with the terms and conditions of any applicable environmental licences
      or other consents or approvals required by environmental law
      ("environmental licences").

o     Information. You must provide us with any information which we may at any
      time reasonably require, and must inform us of any material change of
      facts or circumstances. You authorise us to disclose to your auditors any
      such information concerning your accounts with us as they may from time to
      time require.

o     Currency Accounts. If in our opinion deposits in a currency are
      unavailable to us at any time to fund a currency drawing then we will not
      make a drawing available in that currency. All payments (including
      interest) required to be made by you under a facility in a currency other
      than sterling must be made in the currency of the drawing (The "Agreed
      Currency") and by credit to our account with such banking office as we may
      require.

      Any amount payable by you which is received by us in a currency other than
      the Agreed Currency, will be calculated by converting (at the prevailing
      spot rate of exchange on such date and in such market we shall determine
      as being most appropriate) the Currency so received into the Agreed
      Currency. If the amount received is less than the relevant amount of the
      Agreed Currency then you will indemnify us for the deficiency and for any
      losses we may sustain as a result. You will in addition pay the costs of
      such conversion. All payments shall be deemed to have been made on such
      date as we shall determine in accordance without normal practice from time
      to time.

o     Currency Equivalents. The Sterling/Currency Equivalent of any amount
      denominated in another currency shall be calculated by reference to the
      Bank's then current spot rate of exchange for the purchase of the relevant
      currency with the currency in which the facility is denominated. We may
      calculate the aggregate Sterling/Currency Equivalents of all drawings
      outstanding/proposed at any time to determine compliance or otherwise with
      the relevant facility limit.

o     Contingent Liabilities. You will, on demand, pay to us an amount equal to
      the full face value of any contingent or future liabilities incurred by us
      at your request (such as letters of credit, bonds or guarantees). We may
      hold any such payment in our own name and may use it to meet such
      liabilities. You must in any event indemnify us against such liabilities
      and we will require you to execute a formal counter-indemnity in our
      standard form.

o     Negotiations. You agree that all foreign cheques submitted to us for
      negotiation and/or collection will be dealt with on the basis that you
      have good title to all cheques and that you agree to indemnify us against
      all liabilities claims losses costs and expenses including exchange
      fluctuations and agents' charges which may be imposed upon, asserted
      against or incurred by us in any way relating to or arising out of the
      negotiation and/or collection of cheques on your behalf. If the cheque is
      subsequently returned unpaid you authorise us to debit your account with
      the amount credited to your account plus any losses, costs, expenses or
      charges which we may have incurred.

o     Forward Exchange. Where we make a forward exchange facility available to
      you, you confirm and understand that no forward purchase or sale of
      foreign currency shall be made for investment purposes (see paragraph 8 of
      Schedule 1 of the Financial Services Act 1986) without our prior written
      consent.

o     General.

      a)    Whenever facilities are subject to Part V of the Consumer Credit Act
            1974 additional documents and procedures may be necessary before
            facilities can be drawn.

      b)    If we consider that any proposed payment or use of a facility might
            be made for an unlawful purpose, then we may refuse to make such a
            payment or allow such use.

      c)    We may give written notice or make demand by post or by hand or by
            facsimile machine or by other form of electronic communication. A
            notice or demand may be addressed to you at your Registered Office
            or address or the place of business last known to us and shall be
            deemed to have been received then transmitted or (if posted) on the
            business day after posting. We may use the facsimile number or
            electronic address last known to us.

      d)    The relationship between us, these General Terms and the AOBT are
            governed by English law and the English courts shall have
            jurisdiction in respect thereof. However when we consider it
            appropriate we may take proceedings against you in any other court
            of competent jurisdiction (whether concurrently or not with any
            other proceedings). These terms are in addition to the usual terms
            which apply to the relationship between a bank and its customer and
            to the operation of bank accounts (whether in credit or debit) and
            to the terms of your mandate with us and to all other consistent
            terms which may be implied by law.

      e)    You must maintain a current account with us throughout the life of
            any facilities and we may charge to your current account all
            amounts, including interest, due in respect of any facility.


                                        9