Revolving Line of Credit Note



 Exhibit 10.2 
 REVOLVING LINE OF CREDIT NOTE 
  

			
	$20,000,000.00	 	Spokane, Washington
		 	August 19, 2009

 FOR VALUE RECEIVED, the undersigned KEY TRONIC CORPORATION, a Washington
corporation (“Borrower”) promises to pay to the order of WELLS FARGO BANK, N.A., a national banking association (“Bank”), at its office at 601 West 1st Avenue, Suite 900, Spokane, Washington 99201, 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 Twenty Million and 00/100 Dollars ($20,000,000.00), 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: 
 (a) “Base Rate” means, for any day, a fluctuating rate equal to the highest of: (i) the Prime Rate in effect on such day, (ii) a
rate determined by Bank to be one and one-half percent (1.50%) above Daily One Month LIBOR in effect on such day, and (iii) the Federal Funds Rate plus one and one-half percent (1.50%). 
 (b) “Business Day” means any day except a Saturday, Sunday or any other day on which commercial banks in Washington are authorized or required
by law to close. 
 (c) “Daily One Month LIBOR Rate” means, for any day, the rate of interest equal to LIBOR then in effect for
delivery for a one (1) month period. 
 (d) “Federal Funds Rate” means, for any day, the rate per annum equal to the weighted
average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers for the immediately preceding day, as published by the Federal Reserve Bank of New York; provided that if no
such rate is so published on any day, then the Federal Funds Rate for such day shall be the rate most recently published. 
 (e) “Fixed
Rate Term” means a period commencing on a Business Day and continuing for one (1) month, two (2) months, three (3) months or six (6) months, as designated by Borrower, during which all or a portion of the outstanding principal
balance of this Note bears interest determined in relation to LIBOR; provided however, that no Fixed Rate Term may be selected for a principal amount less than Five Hundred Thousand and 00/100 Dollars ($500,000.00); 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. 
 (f) “LIBOR” means the rate per annum (rounded upward, if necessary, to the nearest whole 1/8 of 1%) and determined pursuant to the following
formula: 
  

			
	LIBOR =	 	Base
LIBOR                                        

		 	100% - LIBOR Reserve Percentage








 (i) “Base LIBOR” means the rate per annum for United States dollar deposits quoted by Bank
(A) for the purpose of calculating effective rates of interest for loans making reference to LIBOR, as the Inter-Bank Market Offered Rate, with the understanding that such rate is quoted by Bank for the purpose of calculating effective rates of
interest for loans making reference thereto, on the first day of a Fixed Rate Term for delivery of funds on said date for a period of time approximately equal to the number of days in such Fixed Rate Term and in an amount approximately equal to the
principal amount to which such Fixed Rate Term applies, or (B) for the purpose of calculating effective rates of interest for loans making reference to the Daily One Month LIBOR Rate, as the Inter-Bank Market Offered Rate in effect from time to
time for delivery of funds for one (1) month in amounts approximately equal to the principal amount of such loans. Borrower understands and agrees that Bank may base its quotation of the Inter-Bank Market Offered Rate upon such offers or other
market indicators of the Inter-Bank Market as Bank in its discretion deems appropriate including, but not limited to, the rate offered for U.S. dollar deposits on the London Inter-Bank Market. 
 (ii) “LIBOR Reserve 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 Wells Fargo Bank for expected changes in such reserve percentage during the applicable term of this Note.

 (g) “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: 
 (a) Interest. The outstanding principal balance of this Note shall bear interest (computed on the basis of a 365-day year (or, in a leap year,
366), actual days elapsed) at the (i) the Base Rate, or (ii) when a Fixed Rate Term is selected, at a fixed rate per annum determined by Bank to be two and one tenths percent (2.10%) above the applicable LIBOR in effect on the first
day of such Fixed Rate Term (the “Fixed Rate Term Margin”); provided, however, notwithstanding the forgoing, if Borrower’s EBITDA (as defined in the Credit Agreement) falls below $3,750,000.00, measured quarterly on a trailing four
(4) quarter basis, the Fixed Rate Term Margin shall be increased to two and one half percent (2.50%). When interest is determined in relation to the Base Rate, each change in the rate of interest hereunder shall become effective on the date
each Base Rate change is announced within Bank. With respect to each LIBOR selection hereunder, Bank is hereby authorized to note the date, principal amount, interest rate and Fixed Rate Term applicable thereto and any payments made thereon on
Bank’s books and records (either manually or by electronic entry) and/or on any schedule attached to this Note, which notations shall be prima facie evidence of the accuracy of the information noted. 
 (b) Selection of Interest Rate Options. At any time any portion of this Note bears interest determined in relation to LIBOR, it may be continued
by Borrower at the end of each Fixed Rate Term, so that all or a portion thereof bears interest determined in relation to the Base 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 Base Rate, Borrower may convert all or a portion thereof so that it bears interest determined in relation to LIBOR with a thirty (30) day term. At such time as Borrower requests an advance hereunder or wishes to
select a LIBOR option for all or a portion of the outstanding principal balance hereof, and at the end of each Fixed Rate Term, Borrower shall give Bank notice specifying: (i) the interest rate option selected by Borrower; (ii) the
principal amount subject thereto; and (iii) for each LIBOR selection, the length of the applicable Fixed Rate Term. Any such notice may be given by telephone (or such other electronic method as Bank may permit) so long as, with respect to each
LIBOR 








 
selection, (A) if requested by Bank, Borrower provides to Bank written confirmation thereof not later than three (3) Business Days after such
notice is given, and (B) such notice is given to Bank prior to 10:00 a.m. on the first day of the Fixed Rate Term, or at a later time during any Business Day if Bank, at its sole option but without obligation to do so, accepts Borrower’s
notice and quotes a fixed rate to Borrower. If Borrower does not immediately accept a fixed rate when quoted by Bank, the quoted rate shall expire and any subsequent LIBOR request from Borrower shall be subject to a redetermination by Bank of the
applicable fixed rate. If no specific designation of interest is made at the time any advance is requested hereunder or at the end of any Fixed Rate Term, Borrower shall be deemed to have made a Base Rate interest selection (excluding a LIBOR Base
Rate) for such advance or the principal amount to which such Fixed Rate Term applied. 
 (c) Taxes and Regulatory Costs. Borrower
shall pay to Bank immediately upon demand, in addition to any other amounts due or to become due hereunder, any and all (i) withholdings, interest equalization taxes, stamp taxes or other taxes (except income and franchise taxes) imposed by any
domestic or foreign governmental authority and related in any manner to LIBOR, and (ii) future, supplemental, emergency or other changes in the LIBOR Reserve Percentage, assessment rates imposed by the Federal Deposit Insurance Corporation, or
similar requirements or costs imposed by any domestic or foreign governmental authority or resulting from compliance by Bank with any request or directive (whether or not having the force of law) from any central bank or other governmental authority
and related in any manner to LIBOR to the extent they are not included in the calculation of LIBOR. In determining which of the foregoing are attributable to any LIBOR option available to Borrower hereunder, any reasonable allocation made by Bank
among its operations shall be conclusive and binding upon Borrower. 
 (d) Payment of Interest. When a Base Rate is selected, Interest
accrued on this Note shall be payable on the first Business Day of each calendar month, commencing on the first Business Day of September 2009. When a one (1), two (2) or three (3) month Fixed Rate Term is selected, interest shall be
payable at the end of each applicable Fixed Rate Term. When a six (6) month Fixed Rate Term is selected, interest shall be payable on the first Business Day that is three (3) months after the selection of such six (6) month Fixed Rate
Term and on the last day of such six (6) month Fixed Rate Term. 
 (e) Default Interest. From and after the maturity date of this
Note, or such earlier date as all principal owing hereunder becomes due and payable by acceleration or otherwise, 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 365-day year (366 during any leap year), actual days elapsed) equal to four percent (4%) above the rate of interest from time to time applicable to this
Note. 
 3. BORROWING AND REPAYMENT: 
 (a)
Borrowing and Repayment. Borrower may from time to time during the term of this Note borrow, partially or wholly repay its outstanding borrowings, and reborrow, subject to all of the limitations, terms and conditions of this Note and of any
document executed in connection with or governing this Note; 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 August 18, 2011. 
 (b) Advances. Advances hereunder, to the total amount of the
principal sum stated above, may be made by the holder at the oral or written request of (i) Gwen Nyberg, Penny Sol or Ron Klawitter, or (ii) 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. 
 (c) Application of Payments. Each payment made on this Note shall be credited first, to any interest then due and second, to the outstanding
principal balance hereof. All payments credited to principal shall be applied first, to the outstanding principal balance of this Note which bears interest determined in relation to the Base 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:

 (a) Base Rate. Borrower may prepay principal on any portion of this Note which bears interest determined in relation to the Base
Rate at any time, in any amount and without penalty. 
 (b) LIBOR. Borrower may prepay principal on any portion of this Note which
bears interest determined in relation to LIBOR at any time and in the minimum amount of Five Hundred Thousand and 00/100 Dollars ($500,000.00); 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: 
  

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

  

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

  

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

 Borrower acknowledges that prepayment of such amount may result in Bank incurring additional costs, expenses and/or liabilities, and that it is difficult to ascertain
the full extent of such costs, expenses and/or liabilities. Borrower, therefore, agrees to pay the above-described prepayment fee and agrees that said amount represents a reasonable estimate of the prepayment costs, expenses and/or liabilities of
Bank. If Borrower fails to pay any prepayment fee when due, the amount of such prepayment fee shall thereafter bear interest until paid at a rate per annum four percent (4.0%) above the Prime Rate in effect from time to time (computed on the
basis of a 365-day year (366 in any leap 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 the date
hereof, 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: 
 (a) 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. 
 (b) 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. 
 (c) Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of
Washington. 
 ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER
WASHINGTON LAW. 
 IN WITNESS WHEREOF, the undersigned has executed this Note as of the date first written above. 
  

			
	KEY TRONIC CORPORATION,
	a Washington corporation
		
	By:	 	 /s/    Ronald F. Klawitter

	Its:	 	CFO