Exhibit 10.10
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WELLS FARGO
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REVOLVING LINE OF CREDIT NOTE
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$10,000,000.00
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Bloomington, Minnesota
August 8, 2006
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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 $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.
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:
1.1
“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.
1.2
“Fixed Rate Term” means a period
commencing on a Business Day and continuing for 1 month, 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
$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.
1.3
“LIBOR” means the rate per annum
(rounded upward, if necessary, to the nearest whole 1/8 of 1%)
determined by dividing Base LIBOR by a percentage equal to 100%
less any LIBOR Reserve Percentage.
(a)
“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.
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(b)
“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.
1.4
“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.
2.1
Interest . The
outstanding principal balance of this Note shall bear interest
(computed on the basis of a 365-day year, actual days elapsed)
either (a) at a fluctuating rate per annum equal to the Prime Rate
in effect from time to time, or (b) 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 option selected 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.
2.2
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: (a) the interest rate
option selected by Borrower; (b) the principal amount subject
thereto; and (c) 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, (i) if requested by
Bank, Borrower provides to Bank written confirmation thereof not
later than 3 Business Days after such notice is given, and (ii)
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 Bo
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