Exhibit 10.14 to Rimage Corporation Form 10-K for fiscal year ended December 31, 2007






Exhibit 10.14


	
 

	
 


	
WELLS FARGO

	
REVOLVING LINE OF
 CREDIT NOTE


	 


	
 

	
 


	
$10,000,000.00

	
Bloomington,
 Minnesota
June
 7, 2007





FOR VALUE RECEIVED, the undersigned Rimage
Corporation (“Borrower”) promises to pay to the order of WELLS FARGO
BANK, NATIONAL ASSOCIATION (“Bank”) at its office at Bloomington RCBO, 7900 Xerxes Ave S,
Bloomington, MN 55431, or at such other place as the holder hereof
may designate, in lawful money of the United States of America and in
immediately available funds, the principal sum of $10,000,000.00, or so much
thereof as may be advanced and be outstanding, with interest thereon, to be
computed on each advance from the date of its disbursement as set forth herein.


1.       
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:


1.1      “Business Day” means any day except a Saturday,
Sunday or any other day on which commercial banks in Minnesota are authorized
or required by law to close.


1.2      “Fixed Rate Term” means a period commencing on a
Business Day and continuing for 1 month, as designated by Borrower, during
which all or a portion of the outstanding principal balance of this Note bears
interest determined in relation to LIBOR; provided however, that no Fixed Rate
Term may be selected for a principal amount less than $100,000.00; and provided
further, that no Fixed Rate Term shall extend beyond the scheduled maturity
date hereof. If any Fixed Rate Term would end on a day which is not a Business
Day, then such Fixed Rate Term shall be extended to the next succeeding
Business Day.


1.3      “LIBOR” means the rate per annum (rounded upward,
if necessary, to the nearest whole 1/8 of 1%) determined by dividing Base LIBOR
by a percentage equal to 100% less any LIBOR Reserve Percentage.


	
 

	
 


	
 

	
(a)      “Base LIBOR” means the rate per annum for
 United States dollar deposits quoted by Bank as the Inter-Bank Market Offered
 Rate, with the understanding that such rate is quoted by Bank for the purpose
 of calculating effective rates of interest for loans making reference
 thereto, on the first day of a Fixed Rate Term for delivery of funds on said
 date for a period of time approximately equal to the number of days in such
 Fixed Rate Term and in an amount approximately equal to the principal amount
 to which such Fixed Rate Term applies. Borrower understands and agrees that
 Bank may base its quotation of the Inter-Bank Market Offered Rate upon such
 offers or other market indicators of the Inter-Bank Market as Bank in its
 discretion deems appropriate including, but not limited to, the rate offered
 for U.S. dollar deposits on the London Inter-Bank Market.


	
 

	
 


	
 

	
(b)      “LIBOR Reserve Percentage” means the reserve
 percentage prescribed by the Board of Governors of the Federal Reserve System
 (or any successor) for “Eurocurrency Liabilities” (as defined in Regulation D
 of the Federal Reserve Board, as amended), adjusted by Bank for expected
 changes in such reserve percentage during the applicable Fixed Rate Term.





1.4      “Prime Rate” means at any time the rate of
interest most recently announced within
Bank at its principal office as its Prime Rate, with the understanding that the
Prime Rate is one of Bank’s base rates and serves as the basis upon which
effective rates of interest are calculated for those loans making reference
thereto, and is evidenced by
the recording thereof after its announcement in such internal publication or
publications as Bank may designate.











2.       
INTEREST:


2.1      Interest. The outstanding principal
balance of this Note shall bear interest (computed on the basis of a 365-day
year, actual days elapsed) either (a) at a fluctuating rate per annum equal to
the Prime Rate in effect from time to time, or (b) at a fixed rate per annum
determined by Bank to be 1.50000% above LIBOR in effect on the first
day of the applicable Fixed Rate Term. When interest is determined in relation
to the Prime Rate, each change in the rate of interest hereunder shall become
effective on the date each Prime Rate change is announced within Bank. With
respect to each LIBOR selection option selected hereunder, Bank is hereby
authorized to note the date, principal amount, interest rate and Fixed Rate
Term applicable thereto and any payments made thereon on Bank’s books and
records (either manually or by electronic entry) and/or on any schedule
attached to this Note, which notations shall be prima facie evidence of the
accuracy of the information noted.


2.2      Selection of Interest Rate Options. At any
time any portion of this Note bears interest determined in relation to LlBOR,
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 LlBOR option for all or a portion of the outstanding principal balance
hereof, and at the end of each Fixed Rate Term, Borrower shall give Bank notice
specifying: (a) the interest rate option selected by Borrower; (b) the
principal amount subject thereto; and (c) for each LIBOR selection, the length
of the applicable Fixed Rate Term. Any such notice may be given by telephone
(or such other electronic method as Bank may permit) so long as, with respect
to each LIBOR selection, (i) if requested by Bank, Borrower provides to Bank
written confirmation thereof not later than 3 Business Days after such notice
is given, and (ii) such notice is given to Bank prior to 10:00 a.m. on the
first day of the Fixed Rate Term, or at a later time during any Business Day if
Bank, at it’s sole option but without obligation to do so, accepts Borrower’s
notice and quotes a fixed rate to Borrower. If Borrower does not immediately
accept a fixed rate when quoted by Bank, the quoted rate shall expire and any
subsequent LIBOR request from Borrower shall be subject to a redetermination 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.


2.3      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 (a) 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
LlBOR, and (b) 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.


2.4      Payment of Interest. Interest accrued on
this Note shall be payable on the last day of each month, commencing June 30,
2007.


2.5      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 365-day year, actual days
elapsed) equal to 4% above the rate of interest from time to time applicable to
this Note.











3.       
BORROWING AND REPAYMENT:


3.1      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 between Borrower and
Bank defined below; 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 July 1, 2009.


3.2      Advances. Advances hereunder, to the total
amount of the principal sum available hereunder, may be made by the holder at
the oral or written request of (a) Robert M. Wolf or Bernard P. Aldrich, any
one acting alone, 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, or (b) any
person, with respect to advances deposited to the credit of any deposit account
of Borrower, which advances, when so deposited, shall be conclusively presumed
to have been made to or for the benefit of Borrower regardless of the fact that
persons other than those authorized to request advances may have authority to
draw against such account. The holder shall have no obligation to determine
whether any person requesting an advance is or has been authorized by Borrower.


3.3      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.


4.       
PREPAYMENT:


4.1      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 penalty.


4.2      LlBOR. 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 $100,000.00; 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:


	
 

	
 


	
 

	
(a)      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.


	
 

	
 


	
 

	
(b)      Subtract from the amount determined in
 (a) 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.


	
 

	
 


	
 

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





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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 2.000% above the Prime Rate
in effect from time to time (computed on the basis of a 365-day year, actual days
elapsed).


5.       
EVENTS OF DEFAULT:


          This Note is made pursuant to and is subject to the
terms and conditions of that certain Credit Agreement between Borrower and Bank
dated as of March 29, 2004, as amended from time to time (the “Credit
Agreement”). Any default in the payment or performance of any obligation under
this Note, or any defined event of default under the Credit Agreement, shall
constitute an “Event of Default” under this Note.


6.       
MISCELLANEOUS:


6.1      Remedies. Upon the occurrence of any Event
of Default, the holder of this Note, at the holder’s option, may declare all
sums of principal and interest outstanding hereunder to be immediately due and
payable without presentment, demand, notice of nonperformance, notice of
protest, protest or notice of dishonor, all of which are expressly waived by
Borrower, and the obligation, if any, of the holder to extend any further
credit hereunder shall immediately cease and terminate. Borrower shall pay to
the holder 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 the holder’s in-house counsel),
expended or incurred by the holder in connection with the enforcement of the
holder’s rights and/or the collection of any amounts which become due to the
holder under this Note, and the prosecution or defense of any action in any way
related to this Note, 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.


6.2      Obligations Joint and Several. Should more
than one person or entity sign this Note as a Borrower, the obligations of each
such Borrower shall be joint and several.


6.3      Governing Law. This Note shall be governed
by and construed in accordance with the laws of the State of Minnesota.


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


Rimage Corporation


	
 

	
 


	
By:

	
/s/ Bernard P. Aldrich


	
 

	




	
 

	
Bernard P. Aldrich, President and Chief Executive 

 Officer


	
 

	
 


	
 

	
 


	
By:

	
/s/ Robert M. Wolf


	
 

	




	
 

	
Robert M. Wolf, Secretary and Chief Executive

 Officer





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