exv10w1






Exhibit 10.1




FIRST AMENDMENT TO CREDIT AGREEMENT




     THIS AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of
June 2, 2010, by and between CORVEL CORPORATION, a Delaware corporation (“Borrower”),
and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).



RECITALS




     WHEREAS, Borrower is currently indebted to Bank pursuant to the terms and
conditions of that certain Credit Agreement between Borrower and Bank dated as of
May 28, 2009, as amended from time to time (“Credit Agreement”).



     WHEREAS, Bank and Borrower have agreed to certain changes in the terms and
conditions set forth in the Credit Agreement and have agreed to amend the Credit
Agreement to reflect said changes.



     NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree that the Credit
Agreement shall be amended as follows:



     1. Section 1.1 (a) is hereby amended by deleting “May 27, 2010” as the last
day on which Bank will make advances under the Line of Credit and by substituting
for said date “September 1, 2011,” with such change to be effective upon the
execution and delivery to Bank of a promissory note dated as of May 27, 2010
(which promissory note shall replace and be deemed the Line of Credit Note
defined in and made pursuant to the Credit Agreement) and all other contracts,
instruments and documents required by Bank to evidence such change.



     2. Section 4.9 (b) is hereby deleted in its entirety, and the
following substituted therefor:



          “ (b) Total Liabilities divided by Tangible Net Worth not
greater than 1.25 to 1.0 at any time, with “Total Liabilities” defined as
the aggregate of current liabilities and non-current liabilities less
subordinated debt, and with “Tangible Net Worth” defined as the aggregate
of total stockholders’ equity plus subordinated debt less any intangible
assets.”




     3. Except as specifically provided herein, all terms and conditions of the
Credit
Agreement remain in full force and effect, without waiver or modification.
All terms defined in
the Credit Agreement shall have the same meaning when used in this
Amendment. This
Amendment and the Credit Agreement shall be read together, as one document.



     4. Borrower hereby remakes all representations and warranties
contained in the Credit Agreement and reaffirms all covenants set forth therein.
Borrower further certifies that as of the date of this Amendment there exists no
Event of
Default as defined in the Credit Agreement, nor any condition, act or event
which with the giving of notice or the passage of time or both would constitute
any such Event of Default.


UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY BANK
CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL,
FAMILY OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY THE


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 SIGNED BY BANK TO BE ENFORCEABLE.





	 	 	IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the
day and year first written above.





	 	 	 	 	 	 	 	 	 	 	 

	 	 	 	 	 	 	WELLS FARGO BANK,	 	 
	CORVEL CORPORATION	 	 	 	     NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Daniel J. Starck
 

Daniel J. Starck, Chief Executive Officer/
	 	 	 	By:
	 	/s/ Dawn M. Moore
 

Dawn M. Moore, Vice President
	 	 
	 

	 	President and CEO	 	 	 	 	 	 	 	 







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