EXHIBIT 10.7
WELLS FARGO
REVOLVING LINE OF CREDIT NOTE
$6,000,000.00
Portland, Oregon
March 31, 2004
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 Portland
RCBO, 1300 S.W. Fifth Avenue,
Portland, OR 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 $6,000,000.00,
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:
1.1 "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.
1.2 "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 $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.
1.3 "LIBOR" means the rate per
annum (rounded
upward, if necessary, to the
nearest whole 1/8 of 1%) determined by
dividing Base LIBOR by a percentage equal
to 100% less any LIBOR Reserve
Percentage.
(a)
"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.
(b) "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.
1.4 "Prime Rate" means at any time the rate of interest most recently
announced within Bank at its principal office at 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.
PROMNOTE.OR (01/03)
Revolving Line of Credit Note 14549 / Page 1
03389, #0575298044
<PAGE>
2. INTEREST:
2.1 Interest. The outstanding principal balance of this Note shall bear
interest (computed on the basis of a
360-day year, actual
days elapsed) either
(a) at a fluctuating rate per annum equal to the Prime
Rate in effect from time
to time, or (b) at a fixed rate per annum determined by Bank to be 1.50000%
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 option selected
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.
2.2 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: (a) the
interest rate option selected by Borrower; (b) the principal amount subject
thereto; and (c) 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, (i)
if requested by Bank, Borrower provides to
Bank written confirmation thereof not
later than 3 Business Days after such notice is given,
and (ii) 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 Bank of the applicable
fixed
rate. If no specific designation of interest is made at
the time any advance is
requested here
