REVOLVING
LINE OF CREDIT NOTE
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$10,000,000.00
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Portland, Oregon
May 28, 2009
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FOR
VALUE RECEIVED, the undersigned CORVEL CORPORATION
(“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, 97201, 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.
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) “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.
(c) “Fixed
Rate Term” means a period commencing on a Business Day and
continuing for 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 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.
(d) “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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Base LIBOR
100% — LIBOR Reserve
Percentage
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(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
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