EXHIBIT 10.2
REVOLVING LINE OF CREDIT NOTE
|
$4,000,000.00
|
Portland, Oregon
|
July 1, 2007
FOR VALUE RECEIVED, the undersigned BARRETT BUSINESS
SERVICES, INC. (“Borrower”) promises to pay to the
order of WELLS FARGO BANK, NATIONAL ASSOCIATION
(“Bank”) at its office at 1300 S. W. Fifth Avenue,
Portland, Oregon, 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 Four Million
Dollars ($4,000,000.00), 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) “Business
Day” means any day except a Saturday, Sunday or any other day
on which commercial banks in Oregon are authorized or required by
law to close.
(b) “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 Two Hundred Fifty Thousand Dollars
($250,000.00); 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 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 . The
outstanding principal balance of this Note shall bear interest
(computed on the basis of a 360-day year, actual days elapsed)
either (i) at a fluctuating rate per annum equal to the Prime Rate
in effect from time to time, or (ii) at a fixed rate per annum
determined by Bank to be one and one half percent (1.50%) 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 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