exhibit10_7.htm


     

    REVOLVING
      LINE OF CREDIT NOTE

    


    


    $50,000,000

    Bellevue,
      Washington

    September
      27, 2007

    


    FOR
      VALUE RECEIVED, the undersigned
      INTERMEC, INC. ("Borrower") promises to pay to the order of WELLS FARGO BANK,
      NATIONAL ASSOCIATION ("Bank") at its office at 205 108th Avenue,
      NE, Suite
      600, Bellevue, Washington 98004, 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 Fifty Million Dollars ($50,000,000),
      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)
“Applicable
      Rate” has the meaning
      defined in the Credit Agreement.

    


    (b) “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.

    


    (c)
“Credit
      Agreement” means that
      certain Credit Agreement between Borrower and Bank dated as of September 27,
      2007, as amended from time to time.

    


    (d)
“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 One Hundred Thousand Dollars ($100,000); 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.

    


    (e)
“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 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.

    


    (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
      reasonably expected changes in such reserve percentage during the applicable
      Fixed Rate Term.

    


    (f) “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.  Each
      borrowing under this Note shall bear interest (computed on the basis of a
      360-day year, actual days elapsed if in relation to LIBOR, and on the basis
      of a
      365 or 366-day year, as the case may be, actual days elapsed if in relation
      to
      Prime Rate) either (i) at a fluctuating rate per annum equal to the Applicable
      Rate (initially one percent (1.0%)) below the Prime Rate in effect from time
      to
      time, or (ii) at a fixed rate per annum determined by Bank to be the Applicable
      Rate (initially sixty hundredths percent (0.60%)) 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
      its 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
      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
      Term
      applied.

    


    (c) 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 foreign governmental authority or resulting
      from compliance by Bank with any request or directive (whether or not having
      the
      force of law) from any central bank or other governmental authority and related
      in any manner to LIBOR to the extent they are not included in the calculation
      of
      LIBOR.  In determining which of the foregoing are attributable to any
      LIBOR option available to Borrower hereunder, any reasonable allocation made
      by
      Bank among its operations shall be conclusive and binding upon
      Borrower.

    


    If
      Bank requests compensation under
      this subsection (c), then Bank shall use reasonable efforts to designate a
      different lending office for funding or booking its advances hereunder or to
      assign its rights and obligations hereunder to another of its offices, branches
      or affiliates, if, in the judgment of Bank, such designation or assignment
      (i)
      would eliminate or reduce amounts payable pursuant to this subsection (c),
      in
      the future, and (ii) would not subject Bank to any unreimbursed cost or expense
      and would not otherwise be disadvantageous to Bank.  Borrower hereby
      agrees to pay all reasonable costs and expenses incurred by Bank in connection
      with any such designation or assignment.

    


    (d)
Payment
      of
      Interest.  Interest accrued on this Note shall be payable on the
      1st day of each month, commencing November 1, 2007.

    


    (e) Default
      Interest.  From and after the maturity date of this Note, or such
      earlier date as all principal owing hereunder becomes due and payable by
      acceleration or otherwise, the outstanding principal balance of this Note shall
      bear interest until paid in full at an increased rate per annum (computed on
      the
      basis of a 360-day year, actual days elapsed) equal to two percent (2%) above
      the rate of interest from time to time applicable to this Note.

    


    BORROWING
      AND REPAYMENT:

    


    (a) Borrowing
      and
      Repayment.  Borrower may from time to time during the term of this
      Note borrow, partially or wholly repay its outstanding borrowings, and reborrow,
      subject to all of the limitations, terms and conditions of this Note and of
      the
      Credit Agreement; provided however, that the total outstanding borrowings under
      this Note shall not at any time exceed the principal amount stated
      above.  The unpaid principal balance of this obligation at any time
      shall be the total amounts advanced hereunder by the holder hereof less the
      amount of principal payments made hereon by or for Borrower, which balance
      may
      be endorsed hereon from time to time by the holder.  The outstanding
      principal balance of this Note shall be due and payable in full on October
      1,
      2012, the maturity date of this Note.

    


    (b) Advances.  Advances
      hereunder, to the total outstanding amount of the principal sum stated above,
      may be made by the holder at the oral or written request of Lanny H. Michael
      and
      Kenneth L. Cohen, who are acting together, who are authorized to request
      advances and direct the disposition of any advances until written notice of
      the
      revocation of such authority is received by the holder at the office designated
      above.  The holder shall have no obligation to determine whether any
      person requesting an advance is or has been authorized by Borrower.

    


    (c) Application
      of
      Payments.  Each payment made on this Note shall be credited first,
      to any interest then due and second, to the outstanding principal balance
      hereof.  All payments credited to principal shall be applied first, to
      the outstanding principal balance of this Note which bears interest determined
      in relation to the Prime Rate, if any, and second, to the outstanding principal
      balance of this Note which bears interest determined in relation to LIBOR,
      with
      such payments applied to the oldest Fixed Rate Term first, or as otherwise
      directed by Borrower.

    


    PREPAYMENT:

    


    (a) Prime
      Rate.  Borrower may prepay principal on any portion of this Note
      which bears interest determined in relation to the Prime Rate at any time,
      in
      any amount and without premium or penalty.

    


    (b) LIBOR.  Borrower
      may
      prepay principal on any portion of this Note which bears interest determined
      in
      relation to LIBOR at any time and in the minimum amount of One Hundred Thousand
      Dollars ($100,000); provided however, that if the outstanding principal balance
      of such portion of this Note is less than said amount, the minimum prepayment
      amount shall be the entire outstanding principal balance thereof.  In
      consideration of Bank providing this prepayment option to Borrower, or if any
      such portion of this Note shall become due and payable at any time prior to
      the
      last day of the Fixed Rate Term applicable thereto by acceleration or otherwise,
      Borrower shall pay to Bank immediately upon demand a fee which is the sum of
      the
      discounted monthly differences for each month from the month of prepayment
      through the month in which such Fixed Rate Term matures, calculated as follows
      for each such month:

    


    
      	
               

            	
              (i)

            	 	
              Determine
                the amount of interest which would have accrued each month on the
                amount
                prepaid at the interest rate applicable to such amount had it remained
                outstanding until the last day of the Fixed Rate Term applicable
                thereto.

            


    

    


    
      	
               

            	
              (ii)

            	 	
              Subtract
                from the amount determined in (i) above the amount of interest which
                would
                have accrued for the same month on the amount prepaid for the remaining
                term of such Fixed Rate Term at LIBOR in effect on the date of prepayment
                for new loans made for such term and in a principal amount equal
                to the
                amount prepaid.

            


    

    


    
      	
               

            	
              (iii)

            	 	
              If
                the result obtained in (ii) for any month is greater than zero, discount
                that difference by LIBOR used in (ii)
                above.

            


    

    


    Borrower
      acknowledges that prepayment of such amount may result in Bank incurring
      additional costs, expenses and/or liabilities, and that it is difficult to
      ascertain the full extent of such costs, expenses and/or
      liabilities.  Borrower, therefore, agrees to pay the above-described
      prepayment fee and agrees that said amount represents a reasonable estimate
      of
      the prepayment costs, expenses and/or liabilities of Bank.  If
      Borrower fails to pay any prepayment fee when due, the amount of such prepayment
      fee shall thereafter bear interest until paid at a rate per annum two percent
      (2.0%) above the Prime Rate in effect from time to time (computed on the basis
      of a 360-day year, actual days elapsed).

    


    EVENTS
      OF
      DEFAULT:

    


    This
      Note is made pursuant to the
      Credit Agreement.  Any defined event of default under the Credit
      Agreement, shall constitute an “Event of Default” under this Note.

    


    MISCELLANEOUS:

    


    (a) Remedies.  Upon
      the
      occurrence and during the continuance of any Event of Default, the holder of
      this Note is entitled to exercise the Remedies set forth in the Credit
      Agreement.

    


    (b) Governing
      Law.  This Note shall be governed by and construed in accordance
      with the laws of the State of California.

    


    IN
      WITNESS WHEREOF, the undersigned has
      executed this Note as of the date first written above.

     

    
      
        	
                INTERMEC,
                  INC.  

                 

              	
                
                

              
	
                By:
                  /s/ Kenneth L. Cohen

                
                  

                

                Kenneth L. Cohen, Treasurer/Vice
                  President/Tax

                 

                By: /s/ Lanny H. Michael

                
                  

                

                Lanny H. Michael, Chief Financial
                  Officer