1
EXHIBIT 10.29
Third Amendment to Security and Loan Agreement and Addendum to
Security and Loan Agreement
This Third Amendment ("Amendment") amends that certain Security and Loan
Agreement ("SLA") and the Addendum to Security and Loan Agreement ("Addendum")
dated as of September 3, 1997, between Concur Technologies, Inc., formerly known
as Portable Software Corporation, ("Borrower") and Imperial Bank ("Bank"), as
amended by letter agreement dated January 15, 1998, by Second Amendment to Loan
Documents dated as of April 28, 1998, and by letter agreements dated November 4,
1998, December 22, 1998, and February 12, 1999 (collectively the SLA and the
Addendum, as amended, are referred to herein as the "Agreement") as follows:
1. The dollar amount "$2,000,000" in Paragraph 1 of the SLA is hereby
amended to read as $4,000,000."
2. The following sentence is hereby added to the end of Paragraph 1 of
the SLA to read in its entirety as follows:
"Advances will be made hereunder without regard to the Borrowing Base
calculation (defined above) provided, (i) Borrowings hereunder (excluding
the outstanding balance of Letters of Credit issued hereunder) does not
exceed $1,000,000 and (ii) Borrower is not in default of this Agreement."
3. The amended date "March 15, 1999" in Paragraph 2 of the Addendum is
hereby further amended to read as "March 14, 2000."
4. The dollar amount of "$500,000" in Paragraph 2 of the Addendum is
hereby amended to read as "$1,000,000" and the date, originally shown therein
as "September 2, 1998" is hereby amended to read as "March 14, 2000."
5. Paragraph 6 of the Addendum is hereby amended to read in its
entirety as follows:
"Bank agrees to amend the interest rate on the Loan Account as follows:
Interest on the Loan Account shall be payable monthly and calculated on a
360 day-year basis at the Bank's Prime Rate (floating), as it may vary
from time to time."
6. The following entities are hereby added to Table 1 in Paragraph
7.c. of the Addendum: Merck, Xxxxxx and Dome (Australia), Broken Hill Property
(Australia), Cadence (UK), BOC Xxxxxxx (UK), Xxxxxxx Corp. (Scotland), Motorola
Electronics (Singapore), Ontario Ministry (Canada), Monsanto Services
International (Belgium), and Solutia Services International (Belgium).
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Third Amendment to Security and Loan Agreement
and Addendum to Security and Loan Agreement
Concur Technologies, Inc.
March 15, 1999
Page 2
7. The dollar amount "$300,000" in Paragraph 7.c. of the Addendum is
hereby amended to read as "$500,000."
8. A new Paragraph 7A is hereby added to the Addendum to read in its
entirety as follows:
"Accounts due to service and maintenance contracts to be considered
Eligible Accounts (subject to the above restrictions) provided that
their renewal rate is 85% or greater on a rolling 12-month basis".
9. A new Paragraph 8.e. is hereby added to the Addendum to read in its
entirety as follows:
"YEAR 2000 COMPLIANCE. Borrower and its subsidiaries, as applicable,
have reviewed the areas within their operations and business which
could be adversely affected by, and have developed or are developing a
program to address on a timely basis, the Year 2000 Problem and have
made related appropriate inquiry of material suppliers and vendors,
and based on such review and program, the Year 2000 Problem will not
have a material adverse effect upon its financial condition,
operations or business as now conducted. 'Year 2000 Problem' means the
possibility that any computer applications or equipment used by
Borrower may be unable to recognize and properly perform date
sensitive functions involving certain dates prior to and any dates on
or after December 31, 1999."
3
Third Amendment to Security and Loan Agreement
and Addendum to Security and Loan Agreement
Concur Technologies, Inc.
March 15, 1999
Page 3
10. The first sentence of Paragraph 9.b. of the Addendum is hereby
amended to read in its entirety as follows:
"Create, incur, assume or permit to exist any indebtedness for
borrowed monies other than loans from Bank except obligations now
existing as shown in financial statement dated June 30, 1997, and
except those to third party equipment lessors (provided that the
aggregate outstanding at any one time does not exceed $7.5 million,
including current and future sale-leaseback agreements and equipment
leasing facilities with Comdisco Ventures, Inc.) and the debt due to
Comdisco Ventures, Inc. as evidenced by the $1.5 million and $3.5
million subordinated promissory notes ("Permitted Indebtedness")."
11. The following two sentences are hereby added to the end of Paragraph
9.e. of the Addendum to read in their entireties as follows:
"Notwithstanding the foregoing, acquisition of assets which result in
the issuance of new equity stock of Borrower not exceeding 20% of the
outstanding number of shares immediately preceding said acquisition
shall be permitted provided that: i) Borrower retains controlling
interest of the surviving entity; ii) no more than $10,000,000 of the
total price of acquisitions during the term of the Line of Credit
shall be paid in cash; and iii) such acquisitions do not cause a
financial covenant violation. In the event Bank approval is required,
Bank agrees to respond in writing, within (3) three business days of
receipt of the written request and any information Bank, in its sole
discretion, deems necessary to make a decision."
12. Paragraph 11 of the Addendum is hereby amended to read in its
entirety as follows:
"Borrower affirmatively covenants that so long as any loans,
obligations or liabilities remain outstanding or unpaid to Bank, it
will:
a. At all times maintain a liquidity ratio (defined as cash
plus availability under the Line divided by all debt due Bank) of at
least 2.00:1.00.
b. At all times maintain a maximum ratio of total debt to
tangible net worth not to exceed 1.25 to 1.00. Total debt to be
defined as all Borrower's liabilities less deferred revenues
(attributable to maintenance and service contracts), warranty
allowance, and indebtedness satisfactorily subordinated to the debt
due Bank. Tangible Net Worth is total shareholder's equity less
intangible assets plus debt satisfactorily subordinated to the debt
due Bank.
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Third Amendment to Security and Loan Agreement
and Addendum to Security and Loan Agreement
Concur Technologies, Inc.
March 15, 1999
Page 4
c. Minimum net sales (total sales less returns and warranty
allowances) of $6,000,000 for the fiscal quarter ending March 31, 1999;
$8,100,000 for the fiscal quarter ending June 30, 1999; $10,400,000 for
the fiscal quarter ending September 30, 1999, and $10,400,000 for the
fiscal quarter ending December 31, 1999.
d. As soon as it is available, but not later than 10 days after and
as of the end of each fiscal quarter, deliver to Bank an accounts
receivable aging, accounts payable aging, and borrowing base certificate
in form of Exhibit A (attached), certified by an officer of Borrower.
Reporting to increase to monthly upon advances pursuant to the Security
and Loan Agreement being subject to the Borrowing Base:
e. As soon as it is available, but not later than 45 days after and
as of the end of each fiscal quarter, deliver to Bank a financial
statement (10-Q report) consisting of a balance sheet and profit and loss
statement in form satisfactory to Bank.
f. As soon as it is available, but not later than 45 days after and
as of the end of each fiscal quarter, deliver to Bank a Compliance
Certificate in the form of Exhibit B (attached) certified by an officer of
Borrower.
g. As soon as it is available, but not later than 90 days after the
end of Borrower's fiscal year, deliver to Bank a report of audit of
Borrower's financial statements together with changes in financial
position certified without negative qualification by an independent
certified public accountant selected by Borrower but acceptable to Bank,
including a 10-K report.
h. As soon as it is available, but not later than 45 days after and
as of the end of each fiscal quarter, deliver to Bank a Maintenance and
Service Contract renewal report, satisfactory to Bank.
i. On a quarterly basis, provide Bank with an alphabetized list of
customers including addresses.
j. Maintain and preserve all rights, franchises and other authority
adequate for the conduct of its business; maintain its properties,
equipment and facilities in good order and repair; conduct its business in
an orderly manner without voluntary interruption and, if a corporation or
partnership, maintain and preserve its existence.
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Third Amendment to Security and Loan Agreement
and Addendum to Security and Loan Agreement
Concur Technologies, Inc.
March 15, 1999
Page 5
k. Maintain public liability, property damage and workers
compensation insurance and insurance on all its insurable property against
fire and other hazards with responsible insurance carriers to the extent
usually maintained by similar businesses. Borrower shall provide evidence
of property insurance in amounts and types acceptable to Bank, and
certificates naming Bank Lender's Loss Payee.
l. Pay and discharge, before the same become delinquent and before
penalties accrue thereon, all taxes, assessments and governmental charges
upon or against it or any of its properties, and any of its other
liabilities at any time existing, except to the extent and so long as:
(i) The same are being contested in good faith and by
appropriate proceedings in such manner as not to cause any
materially adverse effect upon its financial condition or the loss of
any right of redemption from any sale thereunder; and
(ii) It shall have set aside on its books reserves (segregated
to the extent required by generally accepted accounting practice)
deemed by it adequate with respect thereto.
m. Maintain a standard and modern system of accounting in
accordance with generally accepted accounting principles on a basis
consistently maintained; permit Bank's representatives to have access to,
and to examine its properties, books and records at all reasonable times.
n. Borrower shall perform all acts reasonably necessary to ensure
that (a) Borrower and any business in which Borrower holds a substantial
interest, and (b) all customers, suppliers and vendors that are material
to Borrower's business, become Year 2000 Compliant in a timely manner.
Such acts shall include, without limitation, performing a comprehensive
review and assessment of all Borrower's systems and adopting a detailed
plan, with itemized budget, for the remediation, monitoring and testing of
such systems. As used in this paragraph, "Year 2000 Compliant" shall mean,
in regard to any entity, that all software, hardware, firmware, equipment,
goods or systems utilized by or material to the business operations or
financial condition of such entity, will properly perform date sensitive
functions before, during and after the year 2000. Borrower shall,
immediately upon request, provide to Agent such certifications or other
evidence of Borrower's compliance with the terms of this paragraph as Bank
may from time to time require."
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Third Amendment to Security and Loan Agreement
and Addendum to Security and Loan Agreement
Concur Technologies, Inc.
March 15, 1999
Page 6
13. Except as provided above, the Agreement remains unchanged.
14. This Amendment is effective as of March 15, 1999, upon receipt of a
loan fee of ten thousand dollars ($10,000.00) and a documentation fee of two
hundred fifty dollars ($250.00) from Borrower and the parties hereby confirm
that the Agreement as amended is, or shall be, in full force and effect as of
said date.
CONCUR TECHNOLOGIES, INC., fka
PORTABLE SOFTWARE
CORPORATION
"Borrower"
By: /s/ XXXXXXXX XXXXXX
--------------------------------
Its: CFO/Executive VP of Operations
-------------------------------
IMPERIAL BANK
"Bank"
By:
-------------------------------
Its:
------------------------------
7
CORPORATE RESOLUTION TO BORROW
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Principal Loan Date Maturity Loan No Call Collateral Account Officer Initials
$4,000,000.00 03-16-1999 03-14-2000 00700002340 00700002340 153
--------------------------------------------------------------------------------------------------------------
References in the shaded area are for Lender's use only and do not limit the
applicability of this document to any particular loan or item.
--------------------------------------------------------------------------------------------------------------
BORROWER: Concur Technologies, Inc. LENDER: Imperial Bank
a Delaware corporation Emerging Growth Industries Group -- Menlo Park
0000 000xx Xxxxxx XX 000 Xxxxxxx Xxxxxxx
Xxxxxxx, XX 00000 Xxx Xxxx, XX 00000-0000
--------------------------------------------------------------------------------------------------------------
I, the undersigned Secretary or Assistant Secretary of CONCUR TECHNOLOGIES,
INC., a Delaware corporation (the "Corporation"), HEREBY CERTIFY that the
Corporation is organized and existing under and by virtue of the laws of the
State of Delaware as a corporation for profit, with its principal office at 0000
000xx Xxxxxx XX, Xxxxxxx, XX 00000, and is duly authorized to transact business
in the State of California.
I FURTHER CERTIFY that at a meeting of the Directors of the Corporation, duly
called and held on _______________________, at which a quorum was present and
voting, or by other duly authorized corporate action in lieu of a meeting,
the following resolutions were adopted:
BE IT RESOLVED, that any one (1) of the following named officers, employees, or
agents of this Corporation, whose actual signatures are shown below:
NAMES POSITIONS ACTUAL SIGNATURES
----- --------- -----------------
Xxxxxx Xxxxx President and Chief Executive Officer X /s/ XXXXXX XXXXX
---------------------
Xxxx Xxxxxx Director of Finance X /s/ XXXX XXXXXX
---------------------
Xxxxxxxx Xxxxxx Chief Financial Officer and Secretary X /s/ XXXXXXXX XXXXXX
---------------------
acting for and on behalf of the Corporation and as its act and deed be, and
they hereby are, authorized and empowered:
BORROW MONEY. To borrow from time to time from Imperial Bank ("Lender"),
on such terms as may be agreed upon between the Corporation and Lender,
such sum or sums of money as in their judgment should be borrowed;
however, not exceeding at any one time the amount of SEVEN MILLION &
00/100 DOLLARS ($7,000,000.00). In addition to such sum or sums of money
as may be currently borrowed by the Corporation from Lender.
EXECUTE NOTES. To execute and deliver to Lender the promissory note or
notes, or other evidence of credit accommodations of the Corporation, on
Lender's forms, at such rates of interest and on such terms as may be
agreed upon, evidencing the sums of money so borrowed or any indebtedness
of the Corporation to Lender, and also to execute and deliver to Lender
one or more renewals, extensions, modifications, refinancings,
consolidations, or substitutions for one or more of the notes, any portion
of the notes, or any other evidence of credit accommodations.
GRANT SECURITY. To mortgage, pledge, transfer, endorse, hypothecate, or
otherwise encumber and deliver to Lender, as security for the payment of
any loans or credit accommodations so obtained, any promissory notes so
executed (including any amendments to or modifications, renewals, and
extensions of such promissory notes), or any other or further indebtedness
of the Corporation to Lender at any time owing, however the same may be
evidenced, any property now or hereafter belonging to the Corporation or
in which the Corporation now or hereafter may have an interest, including
without limitation all real property and all personal property (tangible
or intangible) of the Corporation. Such property may be mortgaged,
pledged, transferred, endorsed, hypothecated, or encumbered at the time
such loans are obtained or such indebtedness is incurred, or at any other
time or times, and may be either in addition to or in lieu of any property
theretofore mortgaged, pledged, transferred, endorsed, hypothecated, or
encumbered.
EXECUTE SECURITY DOCUMENTS. To execute and deliver to Lender the forms of
mortgage, deed of trust, pledge agreement, hypothecation agreement, and
other security agreements and financing statements which may be required
by Lender, and which shall evidence the terms and conditions under and
pursuant to which such liens and encumbrances, or any of them, are given;
and also to execute and deliver to Lender any other written instruments,
any chattel paper, or any other collateral, of any kind or nature, which
Lender may deem necessary or proper in connection with or pertaining to
the giving of the liens and encumbrances.
NEGOTIATE ITEMS. To draw, endorse, and discount with Lender all drafts,
trade acceptances, promissory notes, or other evidences of indebtedness
payable to or belonging to the Corporation in which the Corporation may
have an interest, and either to receive cash for the same or to cause such
proceeds to be credited to the account of the Corporation with Lender, or
to cause such other disposition of the proceeds derived therefrom as they
may deem advisable.
FURTHER ACTS. In the case of lines of credit, to designate additional or
alternate individuals as being authorized to request advances thereunder,
and in all cases, to do and perform such other acts and things, to pay any
and all fees and costs, and to execute and deliver such other documents
and agreements, including agreements waiving the right to a trial by jury,
as they may in their discretion deem reasonably necessary or proper
in order to carry into effect the provisions of these Resolutions. The
following person or persons currently are authorized to request advances
and authorize payments under the line of credit until Lender receives
written notice of revocation, of their authority: Xxxxxx Xxxxx, President
and Chief Executive Officer; Xxxx Xxxxxx, Director of Finance; and
Xxxxxxxx Xxxxxx, Chief Financial Officer and Secretary.
BE IT FURTHER RESOLVED, that any and all acts authorized pursuant to these
Resolutions performed prior to the passage of these Resolutions are hereby
ratified and approved, that these Resolutions shall remain in full force and
effect and Lender may rely on these Resolutions until written notice of their
revocation shall have been delivered to and received by Lender. Any such notice
shall not affect any of the Corporation's agreements or commitments in effect
at the time notice is given.
BE IT FURTHER RESOLVED, that the Corporation will notify Lender in writing at
Lender's address shown above (or such other addresses as Lender may designate
from time to time) prior to any (a) change in the name of the Corporation, (b)
change in the assumed business name(s) of the Corporation, (c) change in the
management of the Corporation, (d) change in the authorized signer(s), (e)
conversion of the Corporation to a new or different type of business entity, or
(f) change in any other aspect of the Corporation that directly or indirectly
relates to any agreements between the Corporation and Lender. No change in the
name of the Corporation will take effect until after Lender has been notified.
SIGNATURE AUTHORIZATION. An exhibit, titled "SIGNATURE AUTHORIZATION," is
attached to this Resolution and by this reference is made a part of this
Resolution just as if all the provisions, terms and conditions of the Exhibit
had been fully set forth in this Resolution.
I FURTHER CERTIFY that if the officers, employees, and agents named above are
duly elected, appointed, or employed by or for the Corporation, as the case may
be, and occupy the positions set opposite their respective names; that the
foregoing Resolutions now stand of record on the books of the Corporation; and
that the Resolutions are in full force and effect and have not been modified or
revoked in any manner whatsoever. The Corporation has no corporate seal, and
therefore, no seal is affixed to this certification.
IN TESTIMONY WHEREOF, I have hereunto set my hand on March 15, 1999 and attest
that the signatures set opposite the names listed above are their genuine
signatures.
CERTIFIED TO AND ATTESTED BY:
X /s/ XXXXXXXX XXXXXX
--------------------------------
X
--------------------------------
NOTE: In case the Secretary or other certifying officer is designated by the
foregoing resolutions as one of the signing officers, it is advisable to have
this certificate signed by a second Officer or Director of the Corporation.
8
SIGNATURE AUTHORIZATION
-------------------------------------------------------------
Borrower: CONCUR TECHNOLOGIES, INC., Lender: Imperial Bank
a Delaware corporation Emerging Growth Industries Group
0000 000xx Xxxxxx XX - Xxxxx Xxxx
Xxxxxxx, XX 00000 000 Xxxxxxx Xxxxxxx
Xxx Xxxx, XX 00000-0000
-------------------------------------------------------------
THIS SIGNATURE AUTHORIZATION IS ATTACHED TO AND BY THIS REFERENCE IS MADE A
PART OF EACH BORROWING RESOLUTION, DATED MARCH 15, 1999, AND EXECUTED IN
CONNECTION WITH A LOAN OR OTHER FINANCIAL ACCOMMODATIONS BETWEEN IMPERIAL BANK
AND CONCUR TECHNOLOGIES, INC., A DELAWARE CORPORATION.
The individuals named below, any one acting alone, are hereby authorized and
appointed for and on behalf of Borrower from time to time to do any of the
following:
(1) To request advances of credit under the Agreement and to collect repayment
of any credit outstanding under the Agreement;
(2) To execute and deliver assignments, borrowing certificates, instruments,
schedules, reports, invoices, bills, shipping documents and such other
documents or certificates as may be necessary or appropriate under the
Agreement or any other agreement or instrument relating thereto or delivered in
connection therewith;
(3) To transfer and endorse to Bank in payment of Borrower's obligations to
Bank any checks, drafts, notes or other instruments payable to Borrower; and
(4) To do or perform any and all other acts or mailers in any way relating to
any or all of the foregoing.
The undersigned individuals each further certifies that the specimen signatures
below are the genuine signatures of the individuals designated herein and that
their signatures shall be binding on Borrower until Bank receives written
notice of termination of the authority of any such designated individuals.
Signature: _____________________________
Name: __________________________________
Signature: _____________________________
Name: __________________________________
Signature: _____________________________
Name: __________________________________
Signature: _____________________________
Name: __________________________________
THIS SIGNATURE AUTHORIZATION IS EXECUTED ON MARCH 15, 1999.
BORROWER:
CONCUR TECHNOLOGIES, INC., a Delaware corporation
x /s/ XXXXXXXX XXXXXX
--------------------------------------
Authorized Officer
LENDER:
Imperial Bank
By:
------------------------------------
Authorized Officer
9
AGREEMENT TO PROVIDE INSURANCE
Principal Loan Date Maturity Loan No. Call Collateral Account Officer Initials
$4,000,000.00 03-15-1999 03-14-2000 00700002340 00700002340 153
-------------------------------------------------------------------------------------------------------------------------
References in the shaded area are for Lender's use only and do not limit the applicability of this document to any
particular loan or item.
-------------------------------------------------------------------------------------------------------------------------
BORROWER: Concur Technologies, Inc., LENDER: Imperial Bank
a Delaware corporation emerging growth industries group - Menlo Park
0000 000XX XXXXXX XX 000 Xxxxxxx Xxxxxxx
XXXXXXX, XX 00000 Xxx Xxxx, XX 00000-0000
-------------------------------------------------------------------------------------------------------------------------
INSURANCE REQUIREMENTS. CONCUR TECHNOLOGIES, INC., a Delaware corporation
("Grantor") understands that insurance coverage is required in connection with
the extending of a loan or the providing of other financial accommodations to
Grantor by Lender. These requirements are set forth in the security documents.
The following minimum insurance coverages must be provided on the following
described collateral (the "Collateral"):
COLLATERAL: ALL PERSONAL PROPERTY, WHETHER PRESENTLY EXISTING OR HEREAFTER
CREATED OR ACQUIRED, INCLUDING BUT NOT LIMITED TO: ALL ACCOUNTS,
CHATTEL PAPER, DOCUMENTS, INSTRUMENTS, MONEY, DEPOSIT ACCOUNTS AND
GENERAL INTANGIBLES INCLUDING RETURNS, REPOSSESSIONS, BOOKS, AND
RECORDS RELATING THERETO, AND EQUIPMENT CONTAINING SAID BOOKS AND
RECORDS. ALL INVESTMENT PROPERTY INCLUDING SECURITIES AND SECURITIES
ENTITLEMENTS. ALL GOODS INCLUDING EQUIPMENT AND INVENTORY. ALL
PROCEEDS INCLUDING, WITHOUT LIMITATION, INSURANCE PROCEEDS. ALL
GUARANTEE AND OTHER SECURITY THEREFOR.
TYPE. All risks, including fire, theft and liability.
AMOUNT. $7,000,000.00.
BASIS. Replacement value.
ENDORSEMENTS. Lender's loss payable clause with stipulation that
coverage will not be cancelled or diminished without a minimum of
thirty (30) days' prior written notice to Lender.
ADDITIONAL ENDORSEMENTS OR OTHER COMMENTS. 438 BFU or its equivalent.
INSURANCE COMPANY. Grantor may obtain insurance from any insurance company
Grantor may choose that is reasonably acceptable to Lender. Grantor understands
that credit may not be denied solely because insurance was not purchased through
Lender.
INSURANCE MAILING ADDRESS. All documents and other materials relating to
insurance for this loan should be mailed, delivered or directed to the following
address:
IMPERIAL BANK
LOAN DOCUMENTATION SERVICES
0000 X. XX XXXXXXX XXXX., XXX. 000
XXXXXXXXX, XX 00000
(000) 000-0000
FAILURE TO PROVIDE INSURANCE. Grantor agrees to deliver to Lender, on or before
closing, evidence of the required insurance as provided above, with an effective
date of March 15, 1999, or earlier. Grantor acknowledges and agrees that if
Grantor fails to provide any required insurance or fails to continue such
insurance in force, Lender may do so at Grantor's expense as provided in the
applicable security document. The cost of any such insurance, at the option of
Lender, shall be payable on demand or shall be added to the indebtedness as
provided in the security document. GRANTOR ACKNOWLEDGES THAT IF LENDER SO
PURCHASES ANY SUCH INSURANCE, THE INSURANCE WILL PROVIDE LIMITED PROTECTION
AGAINST PHYSICAL DAMAGE TO THE COLLATERAL, UP TO THE BALANCE OF THE LOAN;
HOWEVER, GRANTOR'S EQUITY IN THE COLLATERAL MAY NOT BE INSURED. IN ADDITION, THE
INSURANCE MAY NOT PROVIDE ANY PUBLIC LIABILITY OR PROPERTY DAMAGE
INDEMNIFICATION AND MAY NOT MEET THE REQUIREMENTS OF ANY FINANCIAL
RESPONSIBILITY LAWS.
AUTHORIZATION. For purposes of insurance coverage on the Collateral, Grantor
authorizes Lender to provide to any person (including any insurance agent or
company) all information Lender deems appropriate, whether regarding the
Collateral, the loan or other financial accommodations, or both.
GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS AGREEMENT TO
PROVIDE INSURANCE AND AGREES TO ITS TERMS. THIS AGREEMENT IS DATED MARCH 15,
1999.
GRANTOR:
CONCUR TECHNOLOGIES, INC., a Delaware corporation
X /s/ XXXXXXXX XXXXXX
-------------------------------------------------
Authorized Officer
--------------------------------------------------------------------------------
FOR LENDER USE ONLY
INSURANCE VERIFICATION
DATE: PHONE:
-------------------------- ------------------------
AGENT'S NAME:
--------------------------------------
INSURANCE COMPANY:
--------------------------------------------------------------
POLICY NUMBER:
------------------------------------------------------------------
EFFECTIVE DATES:
----------------------------------------------------------------
COMMENTS:
-----------------------------------------------------------------------
--------------------------------------------------------------------------------
10
[IMPERIAL BANK LOGO]
DISBURSEMENT REQUEST AND AUTHORIZATION
------------------------------------------------------------------------------------------------------------------------
PRINCIPAL LOAN DATE MATURITY LOAN NO. ???? COLLATERAL ACCOUNT OFFICER INITIALS
------------------------------------------------------------------------------------------------------------------------
$4,000,000.00 03-15-1999 03-14-2000 0700002340 00700002340 153
------------------------------------------------------------------------------------------------------------------------
References in the shaded area are for Lender's use only and do not limit the
applicability of this document to any particular loan or item.
BORROWER: CONCUR TECHNOLOGIES, INC., A DELAWARE LENDER: IMPERIAL BANK
CORPORATION EMERGING GROWTH INDUSTRIES GROUP -- MENLO PARK
0000 000XX XXXXXX XX 000 XXXXXXX XXXXXXX
XXXXXXX, XX 00000 XXX XXXX, XX 00000-0000
LOAN TYPE. This is a Variable Rate (a Imperial Bank Prime Rate, making an
initial rate of 7.750%), Revolving Line of Credit Loan to a Corporation for
$4,000,000.00 due on March 14, 2000.
PRIMARY PURPOSE OF LOAN. The primary purpose of this loan is for (please
initial):
[ ] ________ Personal, Family, or Household Purposes or Personal
Investment.
[X] ________ Business (including Real Estate Investment).
SPECIFIC PURPOSE. The specific purpose of this loan is: working capital and
issuance of trade related letters of credit.
Amount paid to Borrower directly: $4,000,000.00
$4,000,000.00 Deposited to Account # 00-000-000
-------------
Note Principal: $4,000,000.00
CHARGES PAID IN CASH. Borrower has paid or will pay in cash as agreed the
following charges:
Prepaid Financial Charges Paid in Cash: $ 0.00
Other Charges Paid in Cash: $10,250.00
$10,000.00 Loan Fee
$250.00 Documentation Fee
----------
Total Charges Paid in Cash: $10,250.00
INTERNATIONAL SUB-LIMITS. Subject to conditions and limitations as specified in
the Security and Loan Agreement and Addendum to Security and Loan Agreement,
both dated September 3, 1997, as it may be revised from time to time. Proceeds
are to be made available and applied as required for international transactions.
DISBURSEMENT PROVISION, *or by Cashier's Check or by wire transfer when
advances are requested.
AUTOMATIC PAYMENTS. Borrower hereby authorized Lender automatically to deduct
from Borrower's account numbered 00-000-000 the amount of any loan payment. If
the funds in the account are insufficient to cover any payment, Lender shall
not be obligated to advance funds to cover the payment.
FINANCIAL CONDITION. BY SIGNING THIS AUTHORIZATION, BORROWER REPRESENTS AND
WARRANTS TO LENDER THAT THE INFORMATION PROVIDED ABOVE IS TRUE AND CORRECT AND
THAT THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN BORROWER'S FINANCIAL
CONDITION AS DISCLOSED IN BORROWER'S MOST RECENT FINANCIAL STATEMENT TO LENDER.
THIS AUTHORIZATION IS DATED MARCH 15, 1999.
BORROWER:
CONCUR TECHNOLOGIES, INC., a Delaware corporation
X /s/ XXXXXXXX XXXXXX
--------------------------------
Authorized Officer
===============================================================================
