Exhibit 10.2


 


	
  WELLS
  FARGO

  	
   

  	
  REVOLVING LINE OF CREDIT NOTE

  
	
   

  	
   

  	
   

  
	
  $5,000,000.00

  	
   

  	
  West Covina, California

  
	
   

  	
   

  	
  October 15, 2010

  



 


FOR VALUE RECEIVED, the
undersigned WILLDAN GROUP, INC. (“Borrower”)
promises to pay to the order of WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”)
at its office at San Gabriel Valley RCBO,
1000 Lakes Drive, Suite #250, West Covina, CA 91790, 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 $5,000,000.00, 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
California 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, 2 or 3 months, as designated by
Borrower, during which all or a portion of the outstanding principal balance of
this Note bears interest determined in relation to LIBOR; provided however,
that no Fixed Rate Term may be selected for a principal amount less than $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.


 


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2.             INTEREST:


 


2.1           Interest. The
outstanding principal balance of this Note shall bear interest (computed on the
basis of a 360-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 1.75000% above LIBOR in effect on the first
day of the applicable Fixed Rate Term. When interest is determined in relation
to the Prime Rate, each change in the rate of interest hereunder shall become
effective on the date each Prime Rate change is announced within Bank.  With respect to each LIBOR selection option
selected hereunder, Bank is hereby authorized to note the date, principal
amount, interest rate and Fixed Rate Term applicable thereto and any payments
made thereon on Bank’s books and records (either manually or by electronic
entry) and/or on any schedule attached to this Note, which notations shall be
prima facie evidence of the accuracy of the information noted.


 


2.2           Selection of Interest Rate
Options.  At any time any portion of
this Note bears interest determined in relation to LIBOR, it may be continued
by Borrower at the end of the Fixed Rate Term applicable thereto so that all or
a portion thereof bears interest determined in relation to the Prime Rate or to
LIBOR for a new Fixed Rate Term designated by Borrower. At any time any portion
of this Note bears interest determined in relation to the Prime Rate, Borrower
may convert all or a portion thereof so that it bears interest determined in
relation to LIBOR for a Fixed Rate Term designated by Borrower. At such time as
Borrower requests an advance hereunder or wishes to select a LIBOR option for
all or a portion of the outstanding principal balance hereof, and at the end of
each Fixed Rate Term, Borrower shall give Bank notice specifying:  (a) the interest rate option selected by
Borrower; (b) the principal amount subject thereto; and (c) for each
LIBOR selection, the length of the applicable Fixed Rate Term. Any such notice
may be given by telephone (or such other electronic method as Bank may permit)
so long as, with respect to each LIBOR selection, (i) if requested by
Bank, Borrower provides to Bank written confirmation thereof not later than 3
Business Days after such notice is given, and (ii) such notice is given to
Bank prior to 10:00 a.m. on the first day of the Fixed Rate Term, or at a
later time during any Business Day if Bank, at 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 LIBOR, 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 1st day of each month, commencing December 1, 2010.


 


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, or at
Bank’s option upon the occurrence, and during the continuance of an Event of
Default, the outstanding principal balance of this Note shall bear interest at
an increased rate per annum (computed on the basis of a 360-day year, actual days elapsed) equal to
4% above the rate of interest from time to time applicable to this Note.


 


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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 January 1, 2012.


 


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) Thomas D.
Brisbin, Kimberly D. Gant, Roy Gill or Kate Nguyen, 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           LIBOR.  Borrower may prepay principal on any portion
of this Note which bears interest determined in relation to LIBOR at any time
and in the minimum amount of $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 360-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 December 28, 2007, 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
California.


 


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


 


WILLDAN GROUP, INC.


 


	
  By:

  	
  /s/ Kimberly D. Gant

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
  Chief Financial Officer

  	
   

  



 


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