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EXHIBIT 10.2
REVOLVING LINE OF CREDIT NOTE
$30,000,000.00
PORTLAND, OREGON
OCTOBER 1, 2005
FOR VALUE
RECEIVED, the undersigned LACROSSE FOOTWEAR, INC. ("Borrower")
promises to pay to the order of Wells Fargo
Bank, NATIONAL ASSOCIATION ("Bank")
at its office at PORTLAND RCBO, 1300 S.W.
FIFTH AVENUE, PORTLAND, OR 97201, 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 $30,000,000.00, 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 Oregon are
authorized or required by law to
close.
(b) "Fixed
Rate Term" means a period commencing on a Business Day and
continuing for 1, 2, 3 OR 6 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 $250,000.00; and provided further,
that no Fixed Rate Term shall extend beyond
the scheduled maturity date hereof,
however, 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:
LIBOR =
Base LIBOR
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100% - LIBOR Reserve Percentage
(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 to its borrowers (whose loans
bear interest in relation to such rate)
generally 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
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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 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 EQUAL
TO the Prime Rate in effect from time
to time, or (ii) at a fixed rate per annum
determined by Bank to be 1.50000%
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: (i) 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 it's 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
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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
