Exhibit 10.3 to Rimage Corporation Form 10-Q for quarterly period ended June 30, 2009



EXHIBIT 10.3


REVOLVING LINE OF CREDIT NOTE 


	
 

	
 


	
$10,000,000.00

	
Bloomington, Minnesota


	
 

	
July 1, 2009





          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 7900 Xerxes Avenue South, 23rd Floor, Bloomington, Minnesota, 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 Ten Million Dollars ($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. 


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 Minnesota are authorized or required by law to close. 


          (c)     “Daily
One Month LIBOR” 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
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 One Hundred Thousand Dollars ($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. 


          (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: 


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EXHIBIT 10.3


	
 

	
 


	
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. 


INTEREST: 


          (a)     Interest.
The outstanding principal balance of this Note shall bear interest (computed on
the basis of a 365-day year, actual days elapsed) either (i) at a fluctuating
rate per annum equal to Base Rate in effect from time to time, or (ii) at a
fixed rate per annum determined by Bank to be two and one quarter percent
(2.25%) above LIBOR in effect on the first day of the applicable Fixed Rate
Term. 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 the Fixed Rate Term applicable thereto 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, 


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EXHIBIT 10.3


Borrower may
convert all or a portion thereof so that it bears interest determined in relation
to LIBOR for a Fixed Rate Term designated by Borrower. At such time as Borrower
requests an advance hereunder or wishes to select a LIBOR option for all or a
portion of the outstanding principal balance hereof, and at the end of each
Fixed Rate Term, Borrower shall give Bank notice specifying: (i) the interest
rate option selected by Borrower; (ii) the principal amount subject thereto;
and (iii) for each LIBOR selection, the length of the applicable Fixed Rate
Term. Any such notice may be given by telephone (or such other electronic
method as Bank may permit) so long as, with respect to each LIBOR selection,
(A) if requested by Bank, Borrower provides to Bank written confirmation
thereof not later than three (3) Business Days after such notice is given, and
(B) such notice is given to Bank prior to 10:00 a.m. on the first day of the
Fixed Rate Term, or at a later time during any Business Day if Bank, at its
sole option but without obligation to do so, accepts Borrower’s notice and
quotes a fixed rate to Borrower. If Borrower does not immediately accept a
fixed rate when quoted by Bank, the quoted rate shall expire and any subsequent
LIBOR request from Borrower shall be subject to a redetermination by Bank of
the applicable fixed rate. If no specific designation of interest is made at
the time any advance is requested hereunder or at the end of any Fixed Rate
Term, Borrower shall be deemed to have made a Base Rate interest selection for
such advance or the principal amount to which such Fixed Rate Term applied. 


          (c)     Taxes
and Regulatory Costs. Borrower shall pay to Bank immediately upon demand,
in addition to any other amounts due or to become due hereunder, any and all
(i) withholdings, interest equalization taxes, stamp taxes or other taxes
(except income and franchise taxes) imposed by any domestic or foreign
governmental authority and related in any manner to LIBOR, and (ii) future,
supplemental, emergency or other changes in the LIBOR Reserve Percentage,
assessment rates imposed by the Federal Deposit Insurance Corporation, or
similar requirements or costs imposed by any domestic or foreign governmental
authority or resulting from compliance by Bank with any request or directive
(whether or not having the force of law) from any central bank or other
governmental authority and related in any manner to LIBOR to the extent they
are not included in the calculation of LIBOR. In determining which of the
foregoing are attributable to any LIBOR option available to Borrower hereunder,
any reasonable allocation made by Bank among its operations shall be conclusive
and binding upon Borrower. 


          (d)     Payment
of Interest. Interest accrued on this Note shall be payable on the last day
of each month, commencing July 31, 2009. 


          (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, actual days elapsed) equal to four percent (4%) above the rate of
interest from time to time applicable to this Note.  


BORROWING AND
REPAYMENT: 


          (a)     Borrowing
and Repayment. Borrower may from time to time during the term of this Note
borrow, partially or wholly repay its outstanding borrowings, and reborrow,
subject to all of the limitations, terms and conditions of this Note and of any
document executed in connection with or governing this Note; provided however,
that the total outstanding borrowings 


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EXHIBIT 10.3


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, 2010. 


          (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) 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 (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. 


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 One
Hundred Thousand Dollars ($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: 


	
 

	
 

	
 


	
 

	
(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 





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EXHIBIT 10.3


	
 

	
 

	
 


	
 

	
 

	
new loans
 made for such term and in a principal amount equal to the amount prepaid.


	
 

	
 

	
 


	
 

	
(iii)

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





Borrower
acknowledges that prepayment of such amount may result in Bank incurring
additional costs, expenses and/or liabilities, and that it is difficult to
ascertain the full extent of such costs, expenses and/or liabilities. Borrower,
therefore, agrees to pay the above-described prepayment fee and agrees that
said amount represents a reasonable estimate of the prepayment costs, expenses
and/or liabilities of Bank. If Borrower fails to pay any prepayment fee when
due, the amount of such prepayment fee shall thereafter bear interest until
paid at a rate per annum two percent (2.0%) above the Prime Rate in effect from
time to time (computed on the basis of a 365-day year, actual days elapsed). 


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. 


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 Minnesota. 


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EXHIBIT 10.3


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


	
 

	
 

	
 

	
 


	
RIMAGE
 CORPORATION

	
 


	
 

	
 


	
By:

	
/s/ Robert M.
 Wolf

	
 

	
 


	
Robert M.
 Wolf, Secretary and

	
 


	
Chief
 Financial Officer

	
 


	
 

	
 


	
By:

	
/s/ Bernard P.
 Aldrich

	
 

	
 


	
Bernard P.
 Aldrich, President and

	
 


	
Chief
 Executive Officer

	
 





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