exhibit4_2.htm


    Exhibit
4.2

    REVOLVING
LINE OF CREDIT NOTE

    


    


    $50,000,000.00                                                                                                                   Bellevue, Washington

                                                                              
December 12, 2008

    


    FOR VALUE RECEIVED, the undersigned
INTERMEC, INC. ("Borrower") promises to pay to the order of WELLS FARGO BANK,
NATIONAL ASSOCIATION ("Bank") at its office at 205 108th Avenue,
NE, Suite 600, Bellevue, Washington 98004, 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 Fifty Million Dollars
($50,000,000.00), 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)           “Applicable
Rate” has the meaning defined in the Credit Agreement.

    


    (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)           “Credit
Agreement” means that certain Credit Agreement between Borrower and Bank dated
as of September 27, 2007, as amended from time to time.

    


    (d)           "Fixed
Rate Term" means a period commencing on a Business Day and continuing for 1, 2,
3 or 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 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.

    


    (c)           "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 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.

    


                   (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 Bank for
reasonably expected changes in such reserve percentage during the applicable
Fixed Rate Term.

    


                   (d)"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.  Each
borrowing under this Note shall bear interest (computed on the basis of a
360-day year, actual days elapsed if in relation to LIBOR, and on the basis of a
365 or 366-day year, as the case may be, actual days elapsed if in relation to
Prime Rate) either (i) at a fluctuating rate per annum equal to the Applicable
Rate (initially one percent (1.0%) below the Prime Rate in effect from time to
time, or (ii) at a fixed rate per annum determined by Bank to be the Applicable
Rate (initially sixty hundredths percent (0.60%) 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 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 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: (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 Prime 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.

    


    If Bank requests compensation under
this subsection (c), then Bank shall use reasonable efforts to designate a
different lending office for funding or booking its advances hereunder or to
assign its rights and obligations hereunder to another of its offices, branches
or affiliates, if, in the judgment of Bank, such designation or assignment (i)
would eliminate or reduce amounts payable pursuant to this subsection (c), in
the future, and (ii) would not subject Bank to any unreimbursed cost or expense
and would not otherwise be disadvantageous to Bank.  Borrower hereby
agrees to pay all reasonable costs and expenses incurred by Bank in connection
with any such designation or assignment.

    


    (d)           Payment of
Interest.  Interest accrued on this Note shall be payable on
the 1st day of each month, commencing January 1, 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, 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 360-day year, actual days elapsed) equal to two percent (2%) 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 the Credit Agreement; 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 October 1,
2012, the maturity date of this Note.

     

    (b)           Advances.  Advances
hereunder, to the total outstanding amount of the principal sum stated above,
may be made by the holder at the oral or written request of any two of the
following individuals: (i) Lanny H. Michael (or any successor Chief Financial
Officer of Borrower), (ii) Kenneth L. Cohen (or any successor Treasurer of
Borrower), (iii) any elected Senior Vice President or Vice President, (iv) Chief
Executive Officer or (v) Director, Treasury, who acting together, 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; provided, however, that Borrower may replace any such
persons (and their successors to their respective offices) with any other
person(s) designated in writing to Bank.  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 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, or as otherwise
directed by Borrower.

    


    PREPAYMENT:

    


    (a)           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 premium or 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); 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 two percent
(2.0%) above the Prime Rate in effect from time to time (computed on the basis
of a 360-day year, actual days elapsed).

    


    EVENTS OF
DEFAULT:

    


    This Note is made pursuant to the
Credit Agreement.  Any defined event of default under the Credit
Agreement, shall constitute an "Event of Default" under this Note.

    


    MISCELLANEOUS:

    


    (a)           Remedies.  Upon
the occurrence and during the continuance of any Event of Default, the holder of
this Note is entitled to exercise the Remedies set forth in the Credit
Agreement.

    


    (b)           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.

    


    INTERMEC,
INC.

    


    


    By:
_/s/ Kenneth L.
Cohen______________________

            Kenneth
L. Cohen, Treasurer/Vice President/Tax

    


    


    By:
_/s/ Lanny H.
Michael______________________

            Lanny
H. Michael, Chief Financial Officer