exhibit10_6.htm


    
       

      CREDIT
        AGREEMENT

      


      THIS
        CREDIT AGREEMENT (this
        "Agreement") is entered into as of September 27, 2007, by and between INTERMEC,
        INC., a Delaware corporation ("Borrower"), and WELLS FARGO BANK, NATIONAL
        ASSOCIATION ("Bank").

      


      RECITALS

      


      Borrower
        has requested that Bank
        extend or continue credit to Borrower as described below, and Bank has agreed
        to
        provide such credit to Borrower on the terms and conditions contained
        herein.  NOW, THEREFORE, for valuable consideration, the receipt and
        sufficiency of which are hereby acknowledged, Bank and Borrower hereby agree
        as
        follows:

      


      ARTICLE
        I CREDIT TERMS

      


      SECTION
        1.1.  LINE OF
        CREDIT.

      


      (a)  Line
        of
        Credit.  Subject to the terms and conditions of this Agreement,
        Bank hereby agrees to make advances to Borrower from time to time up to and
        including October 1, 2012, not to exceed at any time the aggregate principal
        amount of Fifty Million Dollars ($50,000,000.00) ("Line of Credit"), the
        proceeds of which shall be used to finance Borrower’s working capital
        requirements and general corporate purposes.  Borrower's obligation to
        repay advances under the Line of Credit shall be evidenced by a promissory
        note
        dated as of September 27, 2007 ("Line of Credit Note"), all terms of which
        are
        incorporated herein by this reference.

      


      (b)  Letter
        of Credit
        Subfeature.  As a subfeature under the Line of Credit, Bank agrees
        from time to time during the term thereof to issue or cause an affiliate
        to
        issue standby and/or sight commercial letters of credit denominated in Dollars
        and Alternative Currencies for the account of Borrower (each, a "Letter of
        Credit" and collectively, "Letters of Credit").  The form and
        substance of each Letter of Credit shall be subject to approval by Bank,
        in its
        reasonable discretion.  No Letter of Credit shall have an expiration
        date subsequent to the maturity date of the Line of Credit.  The
        undrawn amount of all Letters of Credit shall be reserved under the Line
        of
        Credit and shall not be available for borrowings thereunder.  The
        amount reserved for each Alternative Currency denominated Letter of Credit
        shall
        be the most recent Dollar Equivalent Amount of such Letter of Credit as
        determined at least once each calendar week.  Each Letter of Credit
        shall also be subject to the terms and conditions of that certain Amended
        and
        Restated Letter of Credit Agreement dated as of the date hereof between Bank
        and
        Borrower (as the same may be amended from time to time the “LC Agreement”), each
        application for the issuance of a Letter of Credit (an “LC Application”), and
        any related documents required by Bank in connection with the issuance
        thereof.  If the terms or conditions of the LC Agreement or any LC
        Application or any related document required by Bank in connection with the
        issuance of a Letter of Credit contradict any terms or conditions in this
        Agreement, the terms and conditions in this Agreement will
        control.  Each drawing paid under a Letter of Credit by Bank shall be
        deemed an advance under the Line of Credit and shall be repaid by Borrower
        in
        accordance with the terms and conditions of this Agreement applicable to
        such
        advances; provided, however, that if advances under the Line of Credit are
        not
        available, for any reason, at the time any drawing is paid, then Borrower
        shall
        immediately pay to Bank the full amount so paid, together with interest thereon
        from the date such drawing is paid to the date such amount is fully repaid
        by
        Borrower, at the rate of interest applicable to advances under the Line of
        Credit.  In such event Borrower agrees that Bank, in its sole
        discretion, may debit any account maintained by Borrower with Bank for the
        amount of any such drawing and such interest.  Borrower hereby affirms
        its obligations to Bank in connection with standby letter of credit number
        NWS604166 previously issued by Bank for the account of Borrower and for the
        benefit of Pacific Employers Insurance Company and under the application
        for
        such letter of credit, which letter of credit is outstanding on the date
        hereof
        and shall be deemed included in the definition of Letter of Credit set forth
        herein and be subject to the terms hereof and the LC Agreement.

      


      (c)  Borrowing
        and
        Repayment.  Borrower may from time to time during the term of the
        Line of Credit borrow, partially or wholly repay its outstanding borrowings,
        and
        reborrow, subject to all of the limitations, terms and conditions contained
        herein or in the Line of Credit Note; provided however, that the total
        outstanding borrowings under the Line of Credit shall not at any time exceed
        the
        maximum principal amount available thereunder, as set forth above.

      


      SECTION
        1.2.  INTEREST/FEES.

      


      (a)  Interest.  The
        outstanding principal balance of the Line of Credit shall bear interest,
        at the
        rate of interest set forth in the Line of Credit Note.  The amount of
        each drawing paid under any Letter of Credit shall be an advance under the
        Line
        of Credit and shall bear interest at the Prime Rate (as defined in the Line
        of
        Credit Note) from the date such drawing is paid to the date such amount is
        fully
        repaid by Borrower.

      


      (b)  Computation
        and
        Payment.  LIBOR-based interest shall be computed on the basis of a
        360-day year, actual days elapsed.  Prime Rate interest shall be
        computed on the basis of a 365 or 366-day year, as the case may
        be.  Interest shall be payable at the times and place set forth in
        each promissory note or other instrument or document required
        hereby.

      


      (c)  Letter
        of Credit
        Fees.  Letter of Credit Fees.  Borrower shall pay to
        Bank the following fees with respect to the Letters of Credit:  (i)
        Borrower will pay a commission fee on each standby Letter of Credit quarterly
        in
        arrears starting on the last Business Day of the quarter in which each such
        standby Letter of Credit is issued, and on the last Business Day of each
        quarter
        thereafter during the term of each such Letter of Credit, and ending on the
        date
        each such Letter of Credit expires, with such fee being equal to the Applicable
        Rate per annum (computed on the basis of a 360-day year, actual days elapsed)
        during each day of such full or partial quarterly payment period applied
        to the
        outstanding face amount of such Letter of Credit on each such day, (ii) Borrower
        will pay an issuance fee on each commercial Letter of Credit in advance on
        the
        date each commercial Letter of Credit is issued, increased and extended,
        with
        such fee being one eighth of one percent (0.125%), with a minimum of $175.00,
        applied to the outstanding face amount of each commercial Letter of Credit
        on
        the date it is issued and extended and on the amount of any increase in a
        commercial Letter of Credit on the date it is increased; with the understanding
        that no such commercial Letter of Credit fee shall be refunded to Borrower
        if a
        commercial Letter of Credit’s initially scheduled or later extended expiration
        date is moved forward by amendment or cancellation or if such commercial
        Letter
        of Credit is fully or partially drawn down before its initially scheduled
        or
        later extended expiration date, (iii) Borrower will pay fees upon the handling
        and processing of each drawing under any Letter of Credit, and (iv) Borrower
        will pay fees upon the occurrence of any other activity with respect to any
        Letter of Credit (including without limitation, any amendment, assignment
        of
        drawing proceeds, transfer of drawing rights, or cancellation of any Letter
        of
        Credit), which fees, in the case of clauses (iii) and (iv) of this Section
        1.2(c), will be determined in accordance with Bank's standard fees and charges
        then in effect for such activity.

      


      (d)  Unused
        Commitment
        Fee.  Borrower shall pay to Bank a fee equal to the Applicable
        Rate per annum (computed on the basis of a 360-day year, actual days elapsed)
        on
        the average daily unused amount of the Line of Credit, which fee shall be
        calculated on a quarterly basis by Bank and shall be due and payable by Borrower
        in arrears within ten (10) Business Days of Borrower’s receipt of Bank’s
        invoice.

      


      SECTION
        1.3.  GUARANTIES.  The payment and performance of all
        indebtedness and other obligations of Borrower to Bank shall be guaranteed
        jointly and severally by each of the following Subsidiaries of Borrower:
        Intermec IP Corp., Intermec Technologies Corporation, and Intermec Technologies
        Manufacturing, LLC (each of the foregoing, and each Subsidiary that hereafter
        becomes a guarantor of Borrower’s obligations to Bank, a “Subsidiary
        Guarantor”), as evidenced by and subject to the terms of the applicable
        Continuing Guaranty executed by such Subsidiary in favor of Bank dated as
        of the
        date hereof (or the subsequent date as of which such Subsidiary becomes a
        Subsidiary Guarantor).

      


      SECTION
        1.4.  CERTAIN
        DEFINED TERMS.

      


      “Alternative
        Currency” means any
        currency, other than Dollars routinely offered by Bank to its commercial
        customers.

      


      “Applicable
        Rate,” on the date hereof,
        means with respect to LIBOR-based advances and standby Letters of Credit,
        0.60%,
        with respect to Prime Rate advances, -1.00%, and with respect to the Unused
        Fee
        0.125%.  Bank shall adjust the Applicable Rate on a quarterly basis,
        subject to the paragraph immediately following the grid below, commencing
        with
        the financial statements for Borrower's fiscal quarter ending March 31, 2008,
        if
        required to reflect a change in Borrower's ratio of Total Funded Debt to
        EBITDA
        (as defined in Section 4.9(b)), in accordance with the following
        grid:

      


      
        	
                Total
                  Funded Debt to EBITDA

              	
                “Applicable
                  Rate” LIBOR and standby Letters of Credit

              	
                “Applicable
                  Rate” Prime Rate

              	
                “Applicable
                  Rate”

                Unused
                  Fee

              
	
                1.5
                  to 1.0 or greater

              	
                1.0%

              	
                -0.25%

              	
                0.20%

              
	
                1.0
                  to 1.0 or greater but less than 1.5 to 1.0

              	
                0.875%

              	
                -0.50%

              	
                0.175%

              
	
                0.50
                  to 1.0 or greater but less than 1.0 to 1.0

              	
                0.75%

              	
                -0.75%

              	
                0.15%

              
	
                less
                  than 0.50 to 1.0

              	
                0.60%

              	
                -1.00%

              	
                0.125%

              


      

      


      Each
        quarterly adjustment shall be effective on the first Business Day of month
        following the month during which Bank receives Borrower's most current fiscal
        quarter-end financial statements contained in Borrower’s 10K or 10Q report filed
        with the Securities and Exchange Commission (“SEC”).

      


      “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.

      


      “Dollars”
and
        the symbol “$” means
        lawful money of the United States.

      


                     
        “Dollar Equivalent Amount” means, at any time, with respect to any amount
        denominated in an Alternative Currency, the equivalent amount thereof in
        Dollars
        as determined by Bank at such time on the basis of the current rate quoted
        by
        the Bank for the immediate purchase and settlement of an Alternative Currency
        (determined in respect of the most recent Revaluation Date); provided, however,
        that if on any Revaluation Date Borrower is party to a currency hedge agreement
        with Bank applicable to the relevant Alternative Currency, and the term of
        such
        hedge agreement expires on or after the next Revaluation Date, the Dollar
        Equivalent Amount with respect to such Alternative Currency shall be equal
        to
        the hedged rate reflected in such currency hedge agreement.

      


      “LIBOR”
has
        the meaning defined in the
        Line of Credit Note.

      


        
“Loan
        Documents” means
        this Agreement, the LC Agreement, the LC Applications, and each promissory
        note,
        contract, instrument and other document required hereby or at any time hereafter
        delivered to Bank in connection herewith.

      


        
“Material
        Adverse
        Effect” means (a) a material adverse effect on the business, properties,
        operations or condition (financial or otherwise) of the Borrower and its
        Subsidiaries taken as a whole, (b) a material impairment of Borrower’s ability
        to repay its obligations to Bank, (c) a material adverse effect on the legality,
        validity or enforceability of this Agreement or the other Loan
        Documents.

      


        
“Other
        Assets” means all
        assets now owned or hereafter acquired by Borrower or any of its Subsidiaries,
        excluding Restricted Assets.

      


        
“Permitted
        Liens” means
        such of the following as to which no enforcement, collection, execution,
        levy or
        foreclosure proceeding shall have been commenced: (a) liens described on
        Schedule 1 attached hereto and incorporated herein by reference, (b) liens
        for
        taxes, assessments and governmental charges or levies not yet due and payable;
        (c) liens imposed by law, such as materialmen’s, mechanics, carriers,
        landlord’s, workmen’s and repairmen’s liens and other similar common law and
        statutory liens arising in the ordinary course of Borrower’s business securing
        obligations that are not overdue for a period of more than 30 days; (d) pledges
        or deposits to secure obligations unemployment insurance, under workers’
compensation, labor or pension laws or similar legislation or to secure public
        or statutory obligations; (e) zoning or deed restrictions, easements, rights
        of
        way and other encumbrances on title to real property that do not render title
        to
        the property encumbered thereby unmarketable or materially adversely affect
        the
        use of such property for its present purposes; (f) purchase money liens or
        capital leases on assets acquired by Borrower or any Subsidiary in the ordinary
        course of business provided that each such lien attaches to the acquired
        property concurrently with its acquisition and the principal amount of all
        indebtedness secured by such purchase money liens shall not exceed at any
        time
        in the aggregate $(20,000,000.00); (g) any lien which arises in connection
        with
        judgments or attachments (i) the occurrence of which does not constitute
        an
        Event of Default and (ii) the execution or other enforcement of such lien
        is
        effectively stayed and the claims secured thereby are being actively contested
        in good faith and by appropriate proceedings; (h) deposits or cash pledges
        securing performance of contracts, bids, tenders, leases, statutory obligations,
        surety and appeal bonds (other than contracts for the payment of indebtedness
        for borrowed money) arising in the ordinary course of business; (i) any transfer
        of a check or other medium of payment for deposit or collection, or any similar
        transaction in the ordinary course of business; and (j) liens for security
        deposits to secure the performance of operating leases and deposits received
        from customers, in each case, in the ordinary course of business.

      


       
 “Prime
        Rate” has the
        meaning defined in the Line of Credit Note.

      


       
 “Responsible
        Officer”
means, with respect to Borrower or any Subsidiary Guarantor, the president,
        chief executive officer, chief financial officer or the treasurer of Borrower,
        or such Subsidiary Guarantor, as applicable.

      


        
“Restricted
        Assets”
means all accounts receivable, inventory and intellectual property now owned
        or
        hereafter acquired by Borrower or any Subsidiary Guarantor.

      


      “Revaluation
        Date” means each of the
        following: (a) with respect to any Letter of Credit denominated in an
        Alternative Currency, the date on which such Letter of Credit is issued,
        each
        date on which such Letter of Credit is increased or decreased, and the first
        Business Day of each week thereafter while such Letter of Credit is outstanding,
        and (b) such additional dates as Bank may determine during the continuance
        of an
        Event of Default.

      


      “Subsidiary”
means,
        in respect of
        Borrower, a corporation or other business entity the shares (or other equity
        interests) constituting a majority of the outstanding capital stock (or other
        form of ownership) or constituting a majority of the voting power in any
        election of directors (or shares constituting both majorities) of which are
        (or
        upon the exercise of any outstanding warrants, options or other rights would
        be)
        owned directly or indirectly at the time in question by such entity or another
        subsidiary of such entity or any combination of the foregoing.

      


      ARTICLE
        II

      REPRESENTATIONS
        AND WARRANTIES

      


      Borrower
        makes the following
        representations and warranties to Bank, which representations and warranties
        shall survive the execution of this Agreement and shall continue in full
        force
        and effect until the full and final payment, and satisfaction and discharge,
        of
        all obligations of Borrower to Bank subject to this Agreement.

      


      SECTION
        2.1.  LEGAL
        STATUS.  Borrower and each Subsidiary is duly organized and existing
        and in good standing under the laws of its respective jurisdiction of
        organization, and is qualified or licensed to do business (and is in good
        standing as a foreign corporation, if applicable) in all jurisdictions in
        which
        such qualification or licensing is required or in which the failure to so
        qualify or to be so licensed could have a Material Adverse Effect.

      


      SECTION
        2.2.  AUTHORIZATION
        AND VALIDITY.  The Loan Documents have been duly authorized, and upon
        their execution and delivery in accordance with the provisions hereof will
        constitute legal, valid and binding agreements and obligations of Borrower
        or
        the Subsidiary Guarantor that executes the same, enforceable in accordance
        with
        their respective terms, subject to any applicable bankruptcy, insolvency,
        reorganization, moratorium or similar laws affecting the enforcement of
        creditor’s rights generally and by general equitable principals, whether
        enforcement is sought by proceedings in equity or at law.

      


      SECTION
        2.3.  NO
        VIOLATION.  The execution, delivery and performance by Borrower or a
        Subsidiary Guarantor, as applicable, of each of the Loan Documents executed
        by
        such party do not violate any provision of any law or regulation, or contravene
        any provision of the Articles of Incorporation or By-Laws or other operative
        formation or governing documents of Borrower or such Subsidiaries, or result
        in
        any breach of or default under any contract, obligation, indenture or other
        instrument to which Borrower or any such Subsidiary is a party or by which
        Borrower or any such Subsidiary may be bound, except, in each case, where
        such
        violation, contravention, breach or default could not reasonably be expected
        to
        have a Material Adverse Effect.

      


      SECTION
        2.4.  LITIGATION.  Except as set forth Schedule 2.4, there
        are no pending, or to the best of Borrower's knowledge threatened, actions,
        claims, investigations, suits or proceedings against Borrower or any Subsidiary
        by or before any governmental authority, arbitrator, court or administrative
        agency, which, in each case, are expected, in the reasonable judgment of
        the
        Borrower, to have a Material Adverse Effect.

      


      SECTION
        2.5.  CORRECTNESS
        OF FINANCIAL STATEMENT.  The annual consolidated financial statement
        of Borrower dated December 31, 2006, and all interim financial statements
        delivered to Bank since said date, true copies of which have been delivered
        by
        Borrower to Bank prior to the date hereof, (a) present fairly in all material
        respects the financial condition of Borrower and its Subsidiaries on a
        consolidated basis, (b) disclose all liabilities of Borrower that are required
        to be reflected or reserved against under generally accepted accounting
        principles (“GAAP”), whether liquidated or unliquidated, fixed or contingent,
        and (c) have been prepared in accordance with GAAP consistently applied,
        subject, in the case of unaudited financial statements to changes resulting
        from
        audit and normal year-end adjustments and the absence of footnote disclosure
        required in accordance with GAAP.  Since the dates of such financial
        statements there has been no Material Adverse Effect.

      


      SECTION
        2.6.  INCOME TAX
        RETURNS.  Borrower has no knowledge of any pending material
        assessments or adjustments of its or any Subsidiary Guarantor’s income tax
        payable with respect to any year.

      


      SECTION
        2.7.  NO
        SUBORDINATION.  There is no agreement, indenture, contract or
        instrument to which Borrower or any Subsidiary Guarantor is a party or by
        which
        Borrower or any Subsidiary Guarantor may be bound that requires the
        subordination in right of payment of any of Borrower's or any Subsidiary
        Guarantor’s obligations subject to this Agreement or any other Loan Document to
        any other obligation of Borrower or any Subsidiary Guarantor.

      


      


      SECTION
        2.8.  PERMITS,
        FRANCHISES.  Borrower and each Subsidiary possesses, and will
        hereafter possess, all permits, consents, approvals, franchises and licenses
        required and rights to all trademarks, trade names, patents, and fictitious
        names, if any, necessary to enable it to conduct the business in which it
        is now
        engaged in compliance with applicable law, except, where failure to possess
        the
        same individually or in the aggregate could not reasonably be expected to
        result
        in a Material Adverse Effect.

      


      SECTION
        2.9.  ERISA.  Except as would not reasonably be expected to
        have a Material Adverse Effect, (i) with respect to each Plan (as defined
        below), Borrower and each Subsidiary is in compliance with all applicable
        provisions of the Employee Retirement Income Security Act of 1974, as amended
        or
        recodified from time to time ("ERISA"); (ii) Borrower has not violated any
        provision of any defined benefit plan (as defined in ERISA) maintained or
        contributed to by Borrower or any Subsidiary (each, a "Plan"); (iii) no
“reportable event” (as defined in Section 4043 of ERISA, but excluding any event
        for which the 30-day notice requirement is waived, a “Reportable Event”) has
        occurred and is continuing with respect to any Plan; and (iv) Borrower and
        each Subsidiary has met its minimum funding requirements under ERISA with
        respect to each Plan.

      


      SECTION
        2.10.  OTHER
        OBLIGATIONS.  Neither Borrower nor any Subsidiary is in default on any
        obligation for borrowed money, any purchase money obligation or any other
        material lease, commitment, contract, instrument or obligation, except, where
        such defaults, individually or in the aggregate could not reasonably be expected
        to result in a Material Adverse Effect.

      


      SECTION
        2.11.  ENVIRONMENTAL MATTERS.  Except as disclosed by
        Borrower to Bank in writing prior to Borrower’s execution of this Agreement,
        Borrower and each domestic Subsidiary is in compliance in all material respects
        with all applicable federal or state environmental, hazardous waste, health
        and
        safety statutes, and any rules or regulations adopted pursuant thereto, which
        govern or affect any of Borrower's or any such Subsidiary’s operations and/or
        properties, including without limitation, the Comprehensive Environmental
        Response, Compensation and Liability Act of 1980, the Superfund Amendments
        and
        Reauthorization Act of 1986, the Federal Resource Conservation and Recovery
        Act
        of 1976, and the Federal Toxic Substances Control Act, as any of the same
        may be
        amended, modified or supplemented from time to time, except for any
        noncompliance which, when taken singly or with all other such noncompliance,
        has
        not resulted, and could not reasonably be expected to result in a Material
        Adverse Effect.  None of the operations of Borrower or any Subsidiary
        is the subject of any federal or state investigation evaluating whether any
        remedial action involving a material expenditure is needed to respond to
        a
        release of any toxic or hazardous waste or substance into the environment
        that
        could reasonably be expected to result in a Material Adverse
        Effect.  Neither Borrower nor any Subsidiary has any material
        contingent liability in connection with any release of any toxic or hazardous
        waste or substance into the environment that could reasonably be expected
        to
        result in a Material Adverse Effect.

      


      ARTICLE
        III

      CONDITIONS

      


      SECTION
        3.1.  CONDITIONS OF
        INITIAL EXTENSION OF CREDIT.  Bank’s initial extension of any credit
        contemplated by this Agreement is subject to the fulfillment to Bank's
        satisfaction (or waiver) of all of the following conditions:

      


      (a)  Approval
        of Bank
        Counsel.  All legal matters incidental to the extension of credit
        by Bank shall be reasonably satisfactory to Bank's counsel.

      


      (b)  Documentation.  Bank
        shall have received, in form and substance reasonably satisfactory to Bank,
        each
        of the following, duly executed:

      


      
        	
                 

              	
                (i)

              	 	
                This
                  Agreement, the LC Agreement and the Line of Credit
                  Note.

              


      

      
        	
                 

              	
                (ii)

              	 	
                Certificate
                  of Incumbency from Borrower and each Subsidiary
                  Guarantor.

              


      

      
        	
                 

              	
                (iii)

              	 	
                Corporate
                  Resolution: Continuing Guaranty from each Subsidiary Guarantor
                  that is a
                  corporation.

              


      

      
        	
                 

              	
                (iv)

              	 	
                Corporate
                  Resolution: Borrowing from
                  Borrower.

              


      

      
        	
                 

              	
                (v)

              	 	
                Continuing
                  Guaranty from each Subsidiary Guarantor existing as of the date
                  hereof.

              


      

      
        	
                 

              	
                (vi)

              	 	
                Limited
                  Liability Company Certificate: Continuing Guaranty from ITM,
                  LLC.

              


      

      


      (c)  Financial
        Condition.  There shall have been no material adverse change, as
        reasonably determined by Bank, in the financial condition or business of
        Borrower and its Subsidiaries (taken as a whole).

      


      SECTION
        3.2.  CONDITIONS OF
        EACH EXTENSION OF CREDIT.  The obligation of Bank to make each
        extension of credit requested by Borrower hereunder shall be subject to the
        fulfillment to Bank's satisfaction (or waiver) of each of the following
        conditions:

      


      (a)  Compliance.  The
        representations and warranties contained herein and in each of the other
        Loan
        Documents shall be true in all material respects on and as of the date of
        the
        signing of this Agreement and on the date of each extension of credit by
        Bank
        pursuant hereto, with the same effect as though such representations and
        warranties had been made on and as of each such date, and on each such date,
        no
        Event of Default as defined herein, and no condition, event or act which
        with
        the giving of notice or the passage of time or both would constitute such
        an
        Event of Default, shall exist or have occurred and be continuing.

      


                 
         (b)  Additional Letter of Credit
        Documentation.  Prior to the issuance of each Letter of Credit,
        Bank shall have received the LC Application for such Letter of Credit and
        any
        other Letter of Credit documents required by Bank, all properly completed
        and
        duly executed by Borrower.

      


      (c)  No
        Material Adverse
        Change.  As of the date of the extension of credit, and before and
        after giving effect thereto, there shall have been no event which has had,
        or
        could reasonably be expected to have a Material Adverse Effect.

      


      ARTICLE
        IV

      AFFIRMATIVE
        COVENANTS

      


      Borrower
        covenants that so long as
        Bank remains committed to extend credit to Borrower pursuant hereto, or any
        liabilities (whether direct or contingent, liquidated or unliquidated) of
        Borrower to Bank under any of the Loan Documents remain outstanding, and
        until
        payment in full of all obligations of Borrower subject hereto, Borrower shall,
        and shall cause each Subsidiary Guarantor (or, where indicated, each Subsidiary)
        to, unless Bank otherwise consents in writing:

      


      SECTION
        4.1.  PUNCTUAL
        PAYMENTS.  Punctually pay all principal, interest, fees or other
        liabilities due under any of the Loan Documents at the times and place and
        in
        the manner specified therein.

      


      SECTION
        4.2.  ACCOUNTING
        RECORDS.  Maintain adequate books and records in accordance with GAAP
        consistently applied, and permit any representative of Bank, at any reasonable
        time upon reasonable prior written notice, to inspect, audit and examine
        such
        books and records, to make copies of the same, and to inspect the properties
        of
        Borrower or any Subsidiary.

      


      SECTION
        4.3.  FINANCIAL
        STATEMENTS.  Provide to Bank all of the following, in form and detail
        satisfactory to Bank:

      


      (a)  not
        later than 120
        days after and as of the end of each fiscal year, an annual projection of
        budget
        of Borrower and its Subsidiaries;

      


      (b)  not
        later than 120
        days after and as of the end of each fiscal year, a 10K report filed with
        the
        Security Exchange Commission;

      


      (c)  not
        later than 45 days
        after and as of the end of each fiscal quarter, a 10Q report filed with the
        Security Exchange Commission;

      


      (d)  contemporaneously
        with
        each annual and quarterly financial statement of Borrower required hereby,
        a
        certificate of the president or chief financial officer or treasurer of Borrower
        that said financial statements are accurate and that there exists no Event
        of
        Default nor any condition, act or event which with the giving of notice or
        the
        passage of time or both would constitute an Event of Default, or if an Event
        of
        Default or Default exists, a description thereof;

      


      (e)  from
        time to time such
        other information as Bank may reasonably request.

      


      SECTION
        4.4.  COMPLIANCE.  Except as could not reasonable be
        expected to have a Material Adverse Effect, preserve and maintain all licenses,
        permits, governmental approvals, rights, privileges and franchises necessary
        for
        the conduct of its business; and comply with the provisions of all documents
        pursuant to which Borrower or any Subsidiary is organized and/or which govern
        Borrower's or any Subsidiary’s continued existence and with the requirements of
        all laws, rules, regulations and orders of any governmental authority applicable
        to Borrower, Borrower’s Subsidiaries and/or their respective
        businesses.

      


      SECTION
        4.5.  INSURANCE.  Maintain and keep in force, for each
        business in which Borrower and each Subsidiary Guarantor is engaged, insurance
        of the types and in amounts customarily carried in similar lines of business,
        with all such insurance carried with companies and in amounts consistent
        with
        those maintained by Borrower and the Subsidiary Guarantors on the date hereof
        with such changes as determined by Borrower in its reasonable business judgment
        subject to disclosure and approval of current insurance details/certificates,
        and deliver to Bank from time to time at Bank's request schedules setting
        forth
        all insurance then in effect.

      


      SECTION
        4.6.  FACILITIES.  Except as could not reasonable be
        expected to have a Material Adverse Effect, keep all material properties
        useful
        or necessary to Borrower's and each Subsidiary’s business in good repair and
        condition, ordinary wear and tear excepted, and from time to time make necessary
        repairs, renewals and replacements thereto so that such properties shall
        be
        fully and efficiently preserved and maintained.

      


      SECTION
        4.7.  TAXES AND
        OTHER LIABILITIES.  Pay and discharge when due any and all material
        assessments and taxes, both real or personal, including without limitation
        federal and state income taxes and state and local property taxes and
        assessments, except (a) such as Borrower or any Subsidiary Guarantor may
        in good
        faith contest or as to which a bona fide dispute may arise, and (b) for which
        Borrower or any Subsidiary Guarantor has made provision for appropriate reserves
        in accordance with GAAP.

      


      SECTION
        4.8.  LITIGATION.  Promptly give notice in writing to Bank
        of any litigation pending or threatened against Borrower or any Subsidiary
        that
        could have a Material Adverse Effect.

      


      SECTION
        4.9.  FINANCIAL
        CONDITION.  Maintain Borrower's consolidated financial condition as
        follows using GAAP consistently applied and used consistently with prior
        practices (except to the extent modified by the definitions herein), with
        compliance determined commencing with Borrower's financial statements for
        the
        period ending December 31, 2007:

      


      (a)  Tangible
        Net Worth not
        less than $400,000,000, plus 75% of annual net income for the fiscal year
        2008
        and each fiscal year thereafter but with no deduction for net losses, plus
        100%
        of net proceeds from equity issuance that occurs in fiscal year 2007 and
        then
        each fiscal quarter thereafter (other than stock issued to officers, directors
        or employees in respect of retirement or other similar plans, grants of stock
        appreciation, stock options, restricted stock or other similar rights), less
        100% of Board approved treasury stock repurchases without limitation at each
        fiscal quarter end, with "Tangible Net Worth" defined as the aggregate of
        total
        stockholders' equity plus subordinated debt less the recorded net value of
        any
        intangible assets.  Board as used herein shall mean the Board of
        Directors of Borrower.

      


      (b)  Total
        Funded Debt to
        EBITDA not greater than 3.0 to 1.0 through March 31, 2008 and not greater
        than
        2.5 to 1.0 as of June 30, 2008 and each fiscal quarter end thereafter,
        determined on a rolling 4-quarter basis with "Funded Debt" defined as the
        sum of
        all obligations for borrowed money (including subordinated debt and the
        aggregate amounts available to be drawn under outstanding Letters of Credit)
        plus all capital lease obligations, and with "EBITDA" defined for such period
        as
        net income before tax for such period plus interest expense (net of capitalized
        interest expense), depreciation expense and amortization expense for such
        period, plus any of the following for such period to the extent decreasing
        net
        income:  (i) any non-cash compensation expense recorded from
        grants of stock appreciation, stock options, restricted stock or other similar
        rights to officers, directors and other employees, (ii) any non-cash item
        or
        deduction recorded in accordance with any change in GAAP during or effective
        as
        of such period, (iii) any other non-cash item (other than any non cash charges
        to the extent such charges represent an accrual of or reserve for cash
        expenditures in any future period) and (iv) and (iv) extraordinary,
        non-recurring or one time expenses, losses or charges not to exceed
        $10,000,000.00 for such period.

      


               SECTION
        4.10.  NOTICE TO BANK.  Promptly (but in no event more than
        five (5) days after a Responsible Officer of the Borrower or any Subsidiary
        Guarantor becomes aware of the occurrence of each such event or matter) give
        written notice to Bank in reasonable detail of:  (a) the
        occurrence of any Event of Default, or any condition, event or act which
        with
        the giving of notice or the passage of time or both would constitute an Event
        of
        Default or (b) the occurrence and nature of any Reportable Event or
        prohibited transaction (as defined in Section 406 of ERISA) or “accumulated
        funding deficiency” (as defined in Section 302 of ERISA) with respect to any
        Plan that could reasonably be expected to result in material liability to
        the
        Borrower or any Subsidiary Guarantor.

      


      ARTICLE
        V

      NEGATIVE
        COVENANTS

      


      Borrower
        further covenants that so
        long as Bank remains committed to extend credit to Borrower pursuant hereto,
        or
        any liabilities (whether direct or contingent, liquidated or unliquidated)
        of
        Borrower to Bank under any of the Loan Documents remain outstanding, and
        until
        payment in full of all obligations of Borrower subject hereto, Borrower will
        not, and will not permit any Subsidiary Guarantor (or, with respect to Sections
        5.1, each Subsidiary) to, without Bank's prior written consent:

      


      SECTION
        5.1.  USE OF
        FUNDS.  Use any of the proceeds of any credit extended hereunder
        except for the purposes stated in Article I hereof.

      


      SECTION
        5.2.  MERGER,
        CONSOLIDATION, TRANSFER OF ASSETS.  Merge into or consolidate with any
        other entity unless Borrower or a Subsidiary Guarantor is the surviving entity;
        dissolve unless after giving effect to such dissolution, substantially all
        of
        its assets are transferred directly or indirectly to Borrower or one or more
        other Subsidiary Guarantors; make any substantial change in the nature of
        Borrower's or any Subsidiary Guarantor’s business as conducted as of the date
        hereof; nor sell, lease, transfer or otherwise dispose of all or a substantial
        or material portion of Borrower's or any Subsidiary Guarantor’s assets except
        (a) in the ordinary course of such entities’ business, (b) obsolete, worn out,
        unnecessary or no longer used or useful in such Borrower’s or such Subsidiary
        Guarantor’s business, (c) other sales, leases, transfers or dispositions, on a
        consolidated basis, not to exceed $30,000,000.00 in the aggregate, (d) any
        sale,
        lease, transfer or other disposition to Borrower, any Subsidiary Guarantor
        or
        any domestic Subsidiary that concurrently becomes a Subsidiary Guarantor,
        and
        (e) Borrower and any Subsidiary Guarantor may transfer assets (including
        cash)
        not to exceed $30,000,000 in the aggregate to, or for the benefit of, any
        Subsidiary that is not a Subsidiary Guarantor, directly or indirectly, in
        connection with dividends to Borrower from one or more of its foreign
        Subsidiaries (which transfer of assets may take the form of a contribution,
        repayment of debt or other transfer), provided that, after giving effect
        to all
        steps of the transaction, the net effect to Borrower and the Subsidiary
        Guarantors, taken as a whole, is a positive dividend.

      


      SECTION
        5.3.  GUARANTIES.  Guarantee or become liable in any way as
        surety, endorser (other than as endorser of negotiable instruments for deposit
        or collection in the ordinary course of business), accommodation endorser
        or
        otherwise for, nor pledge or hypothecate any assets of Borrower or any
        Subsidiary Guarantor as security for, any liabilities or obligations for
        borrowed money of any other person or entity, except in connection with
        indebtedness permitted hereunder.

      


      SECTION
        5.4.  LOANS,
        ADVANCES, INVESTMENTS.  Make any loans or advances to or investments
        in any person or entity, except (a) any of the foregoing existing as of,
        and
        disclosed to Bank prior to Borrower’s execution of this Agreement, the date
        hereof and (b) investments not to exceed $30,000,000.00 at any time outstanding
        in Subsidiaries that do not guaranty Borrower’s obligations to Bank, (c) equity
        in Subsidiaries existing on the date hereof and the capital contributions
        therein outstanding as of the date hereof; (d) capital contributions, loans
        or
        advances by Borrower or any Subsidiary Guarantor to any Subsidiary Guarantor
        or
        Borrower;  (e) notes or securities issued by a customer or supplier of
        Borrower or any Subsidiary Guarantor in connection with an bankruptcy,
        liquidation or other insolvency proceeding in respect of such customer or
        supplier; (f) purchasing the equity of any person in connection with an
        acquisition, provided that, such person shall promptly become a Subsidiary
        Guarantor to the extent that, (i) it is a domestic Subsidiary, and (ii) on
        a pro
        forma basis, such person would represent, or at any time after such acquisition
        represents (A) more than 10% of the EBITDA of the Company and its Subsidiaries
        for the four fiscal quarter period ended as of the end of the most recently
        ended fiscal quarter of the Company or (B) more than 10% of the Tangible
        Net
        Worth of the Company and its Subsidiaries; (h) U.S. Treasury notes or other
        U.S.
        Federal securities that have a maximum maturity for any single issue of not
        more
        than five years; (i) corporate bonds with minimum rating of A- by S&P or A3
        by Moody’s; (j) taxable or tax-exempt municipal notes and bonds, with a minimum
        rating of A- by S&P or A3 by Moody’s (including any state, county, town,
        city, village, fire district, or school district, all revenue bonds, including
        but not limited to, water and sewer, highway, housing authorities, medical
        care
        agencies and project finance agencies and certification of participation
        bonds);
        (k)  Taxable Adjustable Rate Notes (TARNs) or auction rate securities;
        (l) commercial paper or banker’s acceptances rated A2 or higher by S&P or P2
        or higher by Moody’s; (m) deposits, including Eurodollar denominated bank
        deposits; certificates of deposit; repurchase agreements or U.S. money market
        funds and (n) any loan, advance or investment permitted by Section
        5.2.

      


      SECTION
        5.5.  PLEDGE OF
        ASSETS.  Mortgage, pledge, grant or permit to exist a security
        interest in, or lien, excluding Permitted Liens and any of the foregoing
        in
        favor of Bank or which is existing as of, and disclosed to Bank in writing
        prior
        to Borrower’s execution of this Agreement, upon (a) any interest in any
        Restricted Assets, or (b) any Other Asset that secures indebtedness to any
        entity other than Bank in excess of $20,000,000.00 in principal amount at
        any
        time outstanding.  Nor shall Borrower or any Subsidiary Guarantor
        enter into any agreement or arrangement (other than (i) the Loan Documents,
        (ii)
        documents related to purchase money liens and capital leases permitted
        hereunder, and (iii) documents relating to indebtedness subordinated to the
        obligations hereunder, in the case of this clause (iii), pursuant to agreements
        acceptable to Bank in its reasonable discretion) that limits such entity’s
        ability to pledge assets, or grant, create, incur, assume or suffer to exist
        liens upon the assets of Restricted Assets of such entity.

      


      ARTICLE
        VI

      EVENTS
        OF DEFAULT

      


      SECTION
        6.1.  The
        occurrence of any of the following shall constitute an "Event of Default"
        under
        this Agreement:

      


      (a)  Borrower
        or any
        Subsidiary Guarantor shall fail to pay when due any principal, or within
        five
        Business Days of when due any interest or fees or other amounts payable under
        any of the Loan Documents.

      


      (b)  Any
        financial
        statement or certificate furnished to Bank in connection with, or any
        representation or warranty made by Borrower or any Subsidiary Guarantor under
        this Agreement or any other Loan Document shall prove to be incorrect, false
        or
        misleading in any material respect when furnished or made.

      


      (c)  Any
        default in the
        performance of or compliance with any obligation, agreement or other provision
        contained herein or in any other Loan Document (other than those referred
        to in
        subsections (a) and (b) above), and with respect to any such default which
        by
        its nature can be cured, such default shall continue for a period of ten
        (10)
        Business Days after notice from Bank.

      


      (d)  Any
        default in the
        payment or performance of any obligation beyond any applicable grace period,
        or
        any defined event of default, under the terms of any contract or instrument
        (other than any of the Loan Documents) pursuant to which Borrower or any
        Subsidiary Guarantor has incurred any debt or other liability to any person
        or
        entity, including Bank, with a singular or aggregate outstanding payment
        or
        performance obligation in excess of $30,000,000.00.

      


      (e)  The
        filing of a notice
        of judgment lien against Borrower or any Subsidiary Guarantor; or the recording
        of any abstract of judgment against Borrower or any Subsidiary Guarantor
        in any
        county in which Borrower or such Subsidiary Guarantor has an interest in
        real
        property; or the service of a notice of levy and/or of a writ of attachment
        or
        execution, or other like process, against the assets of Borrower or any
        Subsidiary Guarantor; or the entry of a judgment against Borrower or any
        Subsidiary Guarantor, in each case under this clause (e) where such lien,
        writ
        or judgment is in excess of $30,000,000.00, is not insured by an insurance
        carrier which has acknowledged coverage in the amount of the claim without
        any
        reservation of rights or which has been ordered by a court of competent
        jurisdiction to pay such claim, and the judgment shall is not satisfied,
        released, discharged, vacated, fully bonded or stayed within 60 days after
        such
        judgment, writ, attachment or similar proceeding is entered.

      


       (f)  Borrower
        or any
        Subsidiary shall become insolvent, or shall suffer or consent to or apply
        for
        the appointment of a receiver, trustee, custodian or liquidator of itself
        or any
        of its property, or shall generally fail to pay its debts as they become
        due, or
        shall make a general assignment for the benefit of creditors; Borrower or
        any
        Subsidiary shall file a voluntary petition in bankruptcy, or seeking
        reorganization, in order to effect a plan or other arrangement with creditors
        or
        any other relief under the Bankruptcy Reform Act, Title 11 of the United
        States
        Code, as amended or recodified from time to time ("Bankruptcy Code"), or
        under
        any state or federal law granting relief to debtors, whether now or hereafter
        in
        effect; or any involuntary petition or proceeding pursuant to the Bankruptcy
        Code or any other applicable state or federal law relating to bankruptcy,
        reorganization or other relief for debtors is filed or commenced against
        Borrower or any Subsidiary or Borrower or any Subsidiary shall file an answer
        admitting the jurisdiction of the court and the material allegations of any
        involuntary petition and either (i) such proceeding or petition shall continue
        undismissed for sixty (60) days or (ii) an order for relief or decree approving
        or ordering any of the foregoing shall be entered; or Borrower or any Subsidiary
        shall be adjudicated a bankrupt, or an order for relief shall be entered
        against
        Borrower or any Subsidiary by any court of competent jurisdiction under the
        Bankruptcy Code or any other applicable state or federal law relating to
        bankruptcy, reorganization or other relief for debtors; provided, however,
        that
        any of the foregoing events is solely applicable to one or more Subsidiaries,
        it
        shall only be an Event of Default if such event could reasonably result in
        a
        Material Adverse Effect.

      


       (g)  Except
        as
        otherwise permitted herein, the dissolution or liquidation of Borrower or
        any
        Subsidiary Guarantor if a corporation, partnership, joint venture or other
        type
        of entity; or Borrower or any such Subsidiary Guarantor, or any of its
        directors, stockholders or members, shall take action seeking to effect the
        dissolution or liquidation of Borrower or such Subsidiary
        Guarantor.

      


       (h)  The
        occurrence
        of any of the following:

       

                         (i)  an
        acquisition by any individual, entity or group (within the meaning of Section
        13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended)
        of
        beneficial ownership (within the meaning of Rule 13d-3 promulgated under
        the
        Securities Exchange Act of 1934, as amended) of 30% or more of either (i)
        the
        then outstanding shares of common stock of Borrower (the “Outstanding Borrower
        Common Shares”), or (ii) the combined voting power of the then outstanding
        voting securities of Borrower entitled to vote generally in the election
        of
        directors (the “Outstanding Borrower Voting Securities”); excluding, however,
        the following: (a) any acquisition directly from the Borrower of Outstanding
        Borrower Common Shares and Outstanding Borrower Voting Securities, other
        than an
        acquisition by virtue of the exercise of a conversion privilege unless the
        security being so converted was itself acquired directly from the Borrower,
        (b)
        any acquisition by Borrower or any entity directly or indirectly controlled
        by
        Borrower, (c) any acquisition by any employee benefit plan (or related trust)
        sponsored or maintained by Borrower or any entity directly or indirectly
        controlled by Borrower; and (d) any acquisition pursuant to a transaction
        which
        complies with clauses (1), (2) and (3) of subsection (iii) of this Section
        6.1(h); or

      


                     (ii)
         individuals who, as of the date of this Agreement, constitute the Board of
        Directors of Borrower (the “Incumbent Board”) cease for any reason to constitute
        at least a majority of such Incumbent Board; provided, however, that any
        individual who becomes a member of such Incumbent Board subsequent to the
        effective date of this agreement, whose election, or nomination for election
        by
        Borrower’s shareholders, was approved by a vote of at least a majority of the
        directors then comprising the Incumbent Board shall be considered as though
        such
        individual were a member of the Incumbent Board; but provided further, that
        any
        such individual whose initial assumption of office occurs as a result of
        either
        an actual or threatened election contest (as such terms are used in Rule
        14a-11
        of Regulation 14A promulgated under the Securities Exchange Act of 1934,
        as
        amended) or other actual or threatened solicitation of proxies or consents
        by or
        on behalf of a Person other than the Incumbent Board shall not be so considered
        as a member of the Incumbent Board.

      


      SECTION
        6.2.  REMEDIES.  Upon the occurrence of any Event of
        Default:  (a) all indebtedness of Borrower under each of the Loan
        Documents, any term thereof to the contrary notwithstanding, shall at Bank's
        option and without notice become immediately due and payable without
        presentment, demand, protest or notice of dishonor, all of which are hereby
        expressly waived by Borrower; (b) the obligation, if any, of Bank to extend
        any further credit under any of the Loan Documents shall immediately cease
        and
        terminate; and (c) Bank shall have all rights, powers and remedies
        available under each of the Loan Documents, or accorded by law, including
        without limitation the right to resort to any or all security, if any, for
        any
        credit subject hereto and to exercise any or all of the rights of a beneficiary
        or secured party, if applicable, pursuant to applicable law.  All
        rights, powers and remedies of Bank may be exercised at any time by Bank
        and
        from time to time after the occurrence and during the continuance of an Event
        of
        Default, are cumulative and not exclusive, and shall be in addition to any
        other
        rights, powers or remedies provided by law or equity.

      


      ARTICLE
        VII

      MISCELLANEOUS

      


      SECTION
        7.1.  NO
        WAIVER.  No delay, failure or discontinuance of Bank in exercising any
        right, power or remedy under any of the Loan Documents shall affect or operate
        as a waiver of such right, power or remedy; nor shall any single or partial
        exercise of any such right, power or remedy preclude, waive or otherwise
        affect
        any other or further exercise thereof or the exercise of any other right,
        power
        or remedy.  Any waiver, permit, consent or approval of any kind by
        Bank of any breach of or default under any of the Loan Documents must be
        in
        writing and shall be effective only to the extent set forth in such
        writing.

      


      SECTION
        7.2.  NOTICES.  All notices, requests and demands which any
        party is required or may desire to give to any other party under any provision
        of this Agreement must be in writing delivered to each party at the following
        address:

      


      BORROWER:            INTERMEC,
        INC.

      6001
        36th Avenue
        West

      Everett,
        Washington
        98203-1264

      Attention:
        Treasury
        Department

      Facsimile:

      


      BANK:                       WELLS
        FARGO BANK, NATIONAL ASSOCIATION

      205
        108th Avenue
        Northeast,
        Suite 600

      Bellevue,
        Washington 98004

      Facsimile:
        (425) 450-8097

      Attention:
        Relationship
        Manager

      


      or
        to
        such other address as any party may designate by written notice to all other
        parties.  Each such notice, request and demand shall be deemed given
        or made as follows:  (a) if sent by hand delivery, upon delivery;
        (b) if sent by mail, upon the earlier of the date of receipt or three (3)
        days after deposit in the U.S. mail, first class and postage prepaid; and
        (c) if sent by facsimile, upon receipt.

      


      SECTION
        7.3.  COSTS,
        EXPENSES AND ATTORNEYS' FEES.  Borrower shall pay to Bank immediately
        upon demand the full amount of all payments, advances, charges, costs and
        expenses, including reasonable attorneys' fees (to include outside counsel
        fees
        and all allocated costs of Bank's in-house counsel), expended or incurred
        by
        Bank in connection with (a) the enforcement of Bank's rights and/or the
        collection of any amounts which become due to Bank under any of the Loan
        Documents and (b) the prosecution or defense of any action in any way
        related to any of the Loan Documents, including without limitation, any action
        for declaratory relief, whether incurred at the trial or appellate level,
        in an
        arbitration proceeding or otherwise, and including any of the foregoing incurred
        in connection with any bankruptcy proceeding (including without limitation,
        any
        adversary proceeding, contested matter or motion brought by Bank or any other
        person) relating to Borrower or any other person or entity.  Each
        party shall bear its own costs and expenses for the preparation, negotiation,
        execution and delivery of the Loan Documents executed in connection with
        the
        initial closing the Line of Credit.

      


      SECTION
        7.4.  SUCCESSORS,
        ASSIGNMENT.  This Agreement shall be binding upon and inure to the
        benefit of the heirs, executors, administrators, legal representatives,
        successors and assigns of the parties; provided however, that Borrower may
        not
        assign or transfer its interests or rights hereunder without Bank's prior
        written consent.  Bank reserves the right to sell, assign, transfer,
        negotiate or grant participations in all or any part of, or any interest
        in,
        Bank's rights and benefits under each of the Loan Documents; provided, that
        as
        long as no Event of Default has occurred and is continuing, Bank’s rights to
        sell, assign or transfer, but not participate, its rights as provided in
        this
        sentence shall be subject to Borrower’s reasonable consent (which consent shall
        not be unreasonably withheld or delayed).  In connection therewith,
        Bank may disclose to any potential transferee or participant that agrees
        to
        comply with the confidentiality provisions set forth in Section 7.5, all
        documents and information which Bank now has or may hereafter acquire relating
        to any credit subject hereto, Borrower or its business, any Subsidiary or
        the
        business of such Subsidiary, or any collateral required hereunder, if
        any.

      


      SECTION
        7.5.  CONFIDENTIALITY.  Bank hereby agrees to use
        commercially reasonable efforts to hold all non-public information obtained
        pursuant to the requirements of this Agreement in accordance with customary
        procedures for handling confidential information of this nature and in
        accordance with Bank’s customary practices; except that any such confidential
        information may be disclosed: (i)  if required by subpoena or similar
        order of any court of competent jurisdiction, (ii)  if required to be
        disclosed to any regulatory or administrative governmental agency or commission
        having any regulatory authority over Bank, (iii) to any other party to this
        Agreement, (iv) to any affiliate of Bank so long as such affiliate agrees
        to be
        bound by the provisions of this Section 7.5 prior to the time of such
        disclosure, (v) to any prospective transferee or participant so long as such
        person agrees to be bound by the provisions of this Section 7.5 prior to
        the
        time of such disclosure, (vi) to any person if such information shall have
        been
        already publicly disclosed (other than as a result of disclosure by Bank
        or any
        other person bound by a confidentiality agreement with Borrower or any of
        its
        Subsidiaries known to Bank), (vii) in connection with the preparation,
        negotiation or administration or enforcement of this Agreement or the exercise
        of any right or remedy under this Agreement, to the counsel, auditors,
        professional advisors and consultants, and accountants to Bank and (viii)
        if
        required in connection with any legal proceedings instituted by or against
        Bank.

      


      SECTION
        7.6.  ENTIRE
        AGREEMENT; AMENDMENT.  This Agreement and the other Loan Documents
        constitute the entire agreement between Borrower and Bank with respect to
        each
        credit subject hereto and supersede all prior negotiations, communications,
        discussions and correspondence concerning the subject matter
        hereof.  This Agreement may be amended or modified only in writing
        signed by each party hereto.

      


      SECTION
        7.7.  NO THIRD
        PARTY BENEFICIARIES.  This Agreement is made and entered into for the
        sole protection and benefit of the parties hereto and their respective permitted
        successors and assigns, and no other person or entity shall be a third party
        beneficiary of, or have any direct or indirect cause of action or claim in
        connection with, this Agreement or any other of the Loan Documents to which
        it
        is not a party.

      


      SECTION
        7.8.  TIME.  Time is of the essence of each and every
        provision of this Agreement and each other of the Loan Documents.

      


      SECTION
        7.9.   SEVERABILITY OF PROVISIONS.  If any provision of
        this Agreement shall be prohibited by or invalid under applicable law, such
        provision shall be ineffective only to the extent of such prohibition or
        invalidity without invalidating the remainder of such provision or any remaining
        provisions of this Agreement.

      


      SECTION
        7.10.  COUNTERPARTS.  This Agreement may be executed in any
        number of counterparts, each of which when executed and delivered shall be
        deemed to be an original, and all of which when taken together shall constitute
        one and the same Agreement.

      


      SECTION
        7.11.  GOVERNING
        LAW.  This Agreement shall be governed by and construed in accordance
        with the laws of the State of California.

      


      SECTION
        7.12.  ARBITRATION.

      
            
        (a)  Arbitration.  Any claim, dispute or controversy
        between or among the parties to this Agreement (including their respective
        employees, officers, directors, attorneys, and other agents), that in any
        way
        arises out of or relates to (i) any credit subject to this Agreement, (ii)
        any
        of the Loan Documents and/or their negotiation, execution, collateralization,
        administration, repayment, modification, extension, substitution, formation,
        inducement, enforcement, default or termination; or (iii) any requests for
        additional credit, shall, upon demand by any party to this Agreement, be
        submitted to final, binding and confidential arbitration before the American
        Arbitration Association (“AAA”) or such other administrator to which the parties
        may mutually agree.  (For ease of reference only, and without
        limitation, all further references to the arbitration administrator shall
        be to
        the “AAA.”)

       

                   (b)  Governing
        Rules.  Any arbitration proceeding initiated pursuant to this
        Agreement shall, unless otherwise agreed by the parties to the arbitration,
        (i)
        take place in California, in a location selected by the arbitrator; (ii)
        be
        governed by the Federal Arbitration Act (Title 9 of the United States Code),
        notwithstanding any conflicting choice of law provision in any of the documents
        between the parties; and (iii) be conducted by the AAA, in accordance with
        its
        optional procedures for large, complex commercial disputes.  (The
        optional procedures for large, complex commercial disputes are referred to
        herein, as applicable, as the “Rules”.)  In the event of any conflict
        between the terms or procedures of this Agreement and the Rules, the terms
        and
        procedures herein shall control.  Any party who fails or refuses to
        submit to arbitration following a demand by another party shall bear all
        costs
        and expenses (including attorneys’ fees) incurred by such other party in
        compelling arbitration of any dispute.  Nothing contained herein shall
        be deemed to be a waiver by any party that is a bank of the protections afforded
        to it under 12 U.S.C. §91 or any similar applicable state law.

       

                  
        (c)  No Waiver of Provisional Remedies, Self-Help and
        Foreclosure.  This arbitration provision shall not limit the right
        of any party to (i) foreclose against real or personal property collateral
        if
        any; (ii) exercise self-help remedies relating to collateral if any or proceeds
        of collateral if any such as setoff or repossession; or (iii) obtain provisional
        or ancillary remedies such as replevin, injunctive relief, attachment or
        the
        appointment of a receiver, before during or after the pendency of any
        arbitration proceeding.  This exclusion does not constitute a waiver
        of the right or obligation of any party to submit any dispute to arbitration
        hereunder, including those arising from the exercise of the actions detailed
        in
        sections (i), (ii) and (iii) of this paragraph.

       

                   (d)  Arbitrator
        Qualifications and Powers.  Any claim, dispute or controversy
        subject to arbitration hereunder in which the amount in controversy is
        $5,000,000.00 or less will be decided by a single arbitrator who shall be
        selected according to the Rules, and who shall not render an award of more
        than
        $5,000,000.00 (exclusive of fees and costs).  Any claim, dispute or
        controversy subject to arbitration hereunder in which the amount in controversy
        exceeds $5,000,000.00 shall be decided by a panel of three arbitrators (and
        by
        at least a majority of the three-member panel).  In cases in which a
        three-member panel is required, all three arbitrators must participate in
        all
        hearings and deliberations.  Any arbitrator selected pursuant to this
        Agreement must be an attorney licensed to practice in the State of California,
        or a retired judge of the state or federal courts within the State of
        California, in the case of an attorney, with no less than ten years experience
        in the substantive law applicable to the subject matter of the dispute to
        be
        arbitrated.  If arbitrability is disputed, then the arbitrator(s)
        shall determine whether an issue is arbitrable and in all cases shall give
        effect to the statutes of limitation in adjudicating any claim.  The
        arbitrator(s) shall, with or without oral argument (at his, her or their
        discretion), rule upon any motions to dismiss (or demurrers) or motions for
        summary adjudication or summary judgment.  The arbitrator(s) shall
        resolve all disputes in accordance with the substantive law of California,
        and
        may grant any remedy or relief that a state or federal court within California
        could grant within the scope hereof, and such ancillary relief as is necessary
        to make effective any award.  The arbitrator(s) may impose sanctions,
        award fees and costs to any prevailing party, and take such other action
        as may
        be necessary in the interest of justice to the extent that a court may do
        so
        pursuant to the Federal Rules of Civil Procedure, the California Code of
        Civil
        Procedure or other applicable law.  Judgment upon the award rendered
        by the arbitrator(s) may be entered in any court having
        jurisdiction.  The institution and maintenance of an action for
        judicial relief or pursuit of a provisional or ancillary remedy shall not
        constitute a waiver of the right of any party, including the plaintiff, to
        submit the controversy or claim to arbitration if any other party contests
        such
        action for judicial relief.

       

                   (e)  Discovery.  Discovery
        shall be permitted in accordance with the Rules.  All discovery shall
        be limited to matters directly relevant to the dispute being arbitrated and
        must, absent an agreement by the parties or by order of the arbitrator(s)
        for
        good cause shown, be completed no later than 20 days before the
        hearing.  All discovery disputes shall be subject to final resolution
        by the arbitrator(s).  The procedure for submitting discovery disputes
        to the arbitrator(s) for resolution shall be determined by the
        arbitrator(s).

       

                   (f)  Class
        Proceedings and Consolidations.  No party hereto may join or
        consolidate disputes by or against any other person or entity in any arbitration
        proceeding initiated under this Agreement, except for Subsidiary Guarantors,
        or
        to include in any arbitration hereunder any dispute as a representative or
        member of a class, or to act in any arbitration hereunder in the interest
        of the
        general public or in a private attorney general capacity.

       

                   (i)  Miscellaneous.  To
        the maximum extent practicable, the AAA, the arbitrator(s) and the parties
        shall
        take all steps necessary to conclude any arbitration proceeding initiated
        under
        this Agreement within 180 days of the filing of the arbitration
        demand.  No arbitrator or other party to the arbitration proceeding
        may disclose the fact or subject matter of the arbitration proceeding, or
        the
        content or results thereof, except for disclosures of information by a party
        required in the course of the arbitration, or in the ordinary course of its
        business, or by any applicable law or regulation.  This arbitration
        provision shall survive termination, amendment or expiration of any of the
        Loan
        Documents or any relationship between the parties.

       

                   (i)  Small
        Claims Court.  Notwithstanding anything herein to the contrary,
        each party retains the right to pursue in Small Claims Court any dispute
        within
        that court’s jurisdiction.  Further, this arbitration provision shall
        apply only to disputes in which either party seeks to recover an amount of
        money
        (excluding attorneys’ fees and costs) that exceeds the jurisdictional limit of
        the Small Claims Court.

      


      IN
        WITNESS WHEREOF, the parties
        hereto have caused this Agreement to be executed as of the day and year first
        written above.

    

     

    
      	INTERMEC,
              INC.  	
              WELLS
                FARGO BANK,

              NATIONAL ASSOCIATION

               

            
	
              By:
                /s/ Kenneth L. Cohen

              
                

              

              Kenneth L. Cohen, Vice President/ 

              Treasurer/Tax

               

              By: /s/ Lanny H. Michael

              
                

              

              Lanny H. Michael, Chief Financial
                Officer

            	
              By: /s/ Gloria M. Nemecheck

              
                

              
Gloria M. Nemechek, Vice
              President