Exhibit 10.2
REVOLVING LINE OF CREDIT
NOTE
|
|
|
|
|
|
$35,000,000.00
|
|
|
|
Portland, Oregon
September 16, 2011
|
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 1300 S.W. Fifth Avenue,
Portland, OR 97201, Oregon, 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
Thirty Five Million Dollars ($35,000,000.00), 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) “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) month 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:
|
|
|
|
|
|
|
|
|
LIBOR =
|
|
|
|
|
|
|
|
100% - LIBOR RESERVE PACKAGE
|
|
|
(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
Percen