Exhibit 10.28
REVOLVING LINE OF CREDIT
NOTE
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$25,000,000.00
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San Francisco, California
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May 15, 2009
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FOR VALUE RECEIVED, the undersigned
BEBE STORES, INC. (“Borrower”) promises to pay to the
order of WELLS FARGO BANK, NATIONAL ASSOCIATION
(“Bank”) at its office at San Francisco RCBO, 420
Montgomery Street, 9th Floor, San Francisco, 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 Twenty Five Million Dollars ($25,000,000.00),
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)
“Daily One Month LIBOR”
means, for any day, the rate of interest equal to LIBOR then in
effect for delivery for a one (1) month period.
(c)
“Fixed Rate Term” means
a period commencing on a Business Day and continuing for one
(1) or three (3) months, 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 Two Hundred Fifty Thousand Dollars
($250,000.00); 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.
(d)
“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
(A) for the purpose of calculating effective rates of interest
for loans making reference to LIBOR, 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, or
(B) for the purpose of calculating effective rates of interest
for loans making reference to the Daily One Month LIBOR Rate, as
the Inter-Bank Market Offered Rate in effect from time to time for
delivery of funds for one (1) month in amounts approximately
equal to the principal amount of such loans. 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 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 term of this Note.
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 determined by Bank to be one and
three-quarters percent (1.75%) above the Daily One Month LIBOR Rate
in effect from time to time, or (ii) at a fixed rate per annum
determined by Bank to be one and three-quarters percent (1.75%)
above LIBOR in effect on the first day of the applicable Fixed Rate
Term. When interest is determined in relation to the Daily
One Month LIBOR Rate, each change in the interest rate shall become
effective each Business Day that the Bank determines that the Daily
One Month LIBOR Rate has changed. Bank is hereby authorized
to note the date, principal amount and interest rate 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, absent
manifest error.
(b)
Selection of Interest Rate
Options. At any time any portion of this Note bears interest
determined in relation to LIBOR for a Fixed Rate Term, 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 Daily One Month LIBOR 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
Daily One Month LIBOR Rate, Borrower may at any time 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 an interest rate determined in relation to the Daily One
Month LIBOR Rate or a Fixed Rate Term 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: (i) the
interest rate option selected by Borrower; (ii) the principal
amount subject thereto; and (iii) for each LIBOR selection for
a Fixed Rate Term, 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 for a Fixed Rate
Term, (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
