Exhibit 10.7
REVOLVING LINE OF CREDIT NOTE
$10,000,000.00
Bloomington, Minnesota
March 29, 2004
FOR VALUE RECEIVED, the undersigned RIMAGE CORPORATION
("Borrower")
promises to pay to the order of WELLS FARGO
BANK, NATIONAL ASSOCIATION ("Bank")
at its office at Bloomington RCBO, 7900
Xerxes Ave S, Bloomington, MN 55431, 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 Ten Million Dollars ($10,000,000.00), 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 Minnesota
are authorized or required by law to
close.
(b) "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:
LIBOR =
Base LIBOR
-------------------------------
100% - LIBOR Reserve Percentage
(i) "Base LIBOR" means the rate per annum for United States
dollar
deposits quoted by Bank as of 10:00 am. on
each Business Day, 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, for the delivery of
funds on such Business Day for a period
of time equal to one (1) month and in an
amount equal to the outstanding
principal balance of this Note. 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 term of
this Note.
INTEREST:
(a)
Interest. The outstanding principal balance of this Note shall
bear
interest (computed on the basis of a
365-day year, actual days elapsed) at a
fluctuating rate per annum determined by
Bank to be one and one-half percent
(1.50%) above LIBOR in effect from time
to
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time. Each change in the rate of interest
hereunder shall become effective on
each Business Day a change in LIBOR is
announced within Bank. Bank is hereby
authorized to note the date, and interest
rate applicable to this Note 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) 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 franchise taxes)
imposed by any domestic or foreign
governmental authority and related in any
manner to LIBOR, and (ii) future,
supplemental, emergency or other changes in
the LIBOR Reserve Percentage,
assessment rates imposed by the Federal
Deposit Insurance Corporation, or
similar requirements or costs imposed by
any domestic or
