Exhibit 10.2
REVOLVING LINE OF CREDIT NOTE
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$5,000,000.00
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West Covina, California
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December 1, 2008
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FOR VALUE RECEIVED, the undersigned
WILLDAN GROUP, INC. (“Borrower”) promises to pay to the
order of WELLS FARGO BANK, NATIONAL ASSOCIATION
(“Bank”) at its San Gabriel Valley Regional Commercial
Banking Office at 1000 Lakes Drive, Suite 250, West Covina,
California, or at such other place as the holder hereof may
designate, in lawful money of the United States of America and in
immediately available funds, the principal sum of Five Million
Dollars ($5,000,000.00), or so much thereof as may be advanced and
be outstanding, with interest thereon, to be computed on each
advance from the date of its disbursement as set forth
herein.
DEFINITIONS:
As used herein, the following terms
shall have the meanings set forth after each, and any other term
defined in this Note shall have the meaning set forth at the place
defined:
(a)
“Business Day” means any day except a Saturday, Sunday
or any other day on which commercial banks in California are
authorized or required by law to close.
(b)
“Fixed Rate Term” means a period commencing on a
Business Day and continuing for one (1), three (3) or six
(6) month(s), as designated by Borrower, during which all or a
portion of the outstanding principal balance of this Note bears
interest determined in relation to LIBOR; provided however, that no
Fixed Rate Term may be selected for a principal amount less than
One Hundred Thousand Dollars ($100,000.00); and provided further,
that no Fixed Rate Term shall extend beyond the scheduled maturity
date hereof. If any Fixed Rate Term would end on a day which is not
a Business Day, then such Fixed Rate Term shall be extended to the
next succeeding Business Day.
(c)
“LIBOR” means the rate per annum (rounded upward, if
necessary, to the nearest whole 1/8 of 1%) and determined pursuant
to the following formula:
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LIBOR =
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Base LIBOR
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100% - LIBOR Reserve Percentage
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(i)
“Base LIBOR” means the rate per annum for United States
dollar deposits quoted by Bank as the Inter-Bank Market Offered
Rate, with the understanding that such rate is quoted by Bank for
the purpose of calculating effective rates of interest for loans
making reference thereto, on the first day of a Fixed Rate Term for
delivery of funds on said date for a period of time approximately
equal to the number of days in such Fixed Rate Term and in an
amount approximately equal to the principal amount to which such
Fixed Rate Term applies. Borrower understands and agrees that Bank
may base its quotation of the Inter-Bank Market Offered Rate upon
such offers or other market indicators of the Inter-Bank Market as
Bank in its discretion deems appropriate including, but not limited
to, the rate offered for U.S. dollar deposits on the London
Inter-Bank Market.
(ii)
“LIBOR Reserve Percentage” means the reserve percentage
prescribed by the Board of Governors of the Federal Reserve System
(or any successor) for “Eurocurrency
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Liabilities” (as defined in Regulation D
of the Federal Reserve Board, as amended), adjusted by Bank for
expected changes in such reserve percentage during the applicable
Fixed Rate Term.
(d)
“Prime Rate” means at any time the rate of interest
most recently announced within Bank at its principal office as its
Prime Rate, with the understanding that the Prime Rate is one of
Bank’s base rates and serves as the basis upon which
effective rates of interest are calculated for those loans making
reference thereto, and is evidenced by the recording thereof after
its announcement in such internal publication or publications as
Bank may designate.
INTEREST:
(a)
Interest . The outstanding principal balance of this Note
shall bear interest (computed on the basis of a 360-day year,
actual days elapsed) either (i) at a fluctuating rate per
annum one-half percent (0.50%) below the Prime Rate in effect from
time to time, or (ii) at a fixed rate per annum determined by
Bank to be one and one-quarter percent (1.25%) above LIBOR in
effect on the first day of the applicable Fixed Rate Term. When
interest is determined in relation to the Prime Rate, each change
in the rate of interest hereunder shall become effective on the
date each Prime Rate change is announced within Bank. With respect
to each LIBOR selection hereunder, Bank is hereby authorized to
note the date, principal amount, interest rate and Fixed Rate Term
applicable thereto and any payments made thereon on Bank’s
books and records (either manually or by electronic entry) and/or
on any schedule attached to this Note, which notations shall be
prima facie evidence of the accuracy of the information
noted.
(b)
Selection of Interest Rate Options . At any time any portion
of this Note bears interest determined in relation to LIBOR, it may
be continued by Borrower at the end of the Fixed Rate Term
applicable thereto so that all or a portion thereof bears interest
determined in relation to the Prime Rate or to LIBOR for a new
Fixed Rate Term designated by Borrower. At any time any portion of
this Note bears interest determined in relation to the Prime Rate,
Borrower may convert all or a portion thereof so that it bears
interest determined in relation to LIBOR for a Fixed Rate Term
designated by Borrower. At such time as Borrower requests an
advance hereunder or wishes to select a LIBOR option for all or a
portion of the outstanding principal balance hereof, and at the end
of each Fixed Rate Term, Borrower shall give Bank notice
specifying: (1) the interest rate option selected by Borrower;
(ii) the principal amount subject thereto; and (iii) for
each LIBOR selection, the length of the applicable Fixed Rate Term.
Any such notice may be given by telephone (or such other electronic
method as Bank may permit) so long as, with respect to each LIBOR
selection, (A) if requested by Bank, Borrower provides to Bank
written confirmation thereof not later than three (3) Business
Days after such notice is given, and (B) such notice is given
to Bank prior to 10:00 a.m. on the first day of the Fixed Rate
Term, or at a later time during any Business Day if Bank, at its
sole option but without obligation to do so, accepts
Borrower’s notice and quotes a fixed rate to Borrower. If
Borrower does not immediately accept a fixed rate when quoted by
Bank, the quoted rate shall expire and any subsequent LIBOR request
from Borrower shall be subject to a redetermination by Bank of the
applicable fixed rate. If no specific designation of interest is
made at the time any advance is requested hereunder or at the end
of any Fixed Rate Term, Borrower shall be deemed to have made a
Prime Rate interest selection for such advance or the principal
amount to which such Fixed Rate Term applied.
(c)
Taxes and Regulatory Costs . Borrower shall pay to Bank
immediately upon demand, in addition to any other amounts due or to
become due hereunder, any and all (i) withholdings, interest
equalization taxes, stamp taxes or other taxes (except income
and
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