EXHIBIT 10.13
FLEET NATIONAL BANK OF MASSACHUSETTS
Xxx Xxxxxxx Xxxxxx
Xxxxxx, XX 00000-0000
December 29, 1995
Xx. Xxxxx X. Xxxxxx
Treasurer
Bottomline Technologies, Inc.
000 Xxxxx Xxxxxx
Xxxxxxxxxx, XX 00000-0000
Re: First Amendment of Loan Agreement
Dated January 13, 1995
Gentlemen:
Reference is made to that certain Loan Agreement dated January 13, 1995
(the "LOAN AGREEMENT") by and between Bottomline Technologies, Inc. (the
"BORROWER") and Fleet National Bank of Massachusetts, formerly known as Shawmut
Bank, N.A. (the "BANK"). Notwithstanding the provisions of the Loan Agreement,
the Loan Agreement is hereby amended, effective immediately, as follows:
1. All capitalized terms used herein, unless otherwise defined, shall
have the meanings ascribed to them in the Agreement.
2. All references to Shawmut Bank, N.A. contained in the Loan Agreement
shall mean and refer to Fleet National Bank of Massachusetts, pursuant to a name
change effective December 1, 1995.
3. Sections 1.1, 1.2, 1.4 and 1.6 of Section 1 of the Loan Agreement are
hereby deleted in their entirety and the following new Sections 1.1, 1.2, 1.4
and 1.6 substituted therefor, - as follows:
"1.1 Subject to the terms and conditions of this Agreement, the Bank
hereby establishes a revolving line of credit of up to $3,000,000.00 (the
"REVOLVING LOAN") to be advanced as hereinafter provided. The Bank may, in
its discretion,
from time to time, make advances to the Borrower upon the Borrower's
request; provided, however, that no advance will be made if, after giving
effect to the Borrower's request for such advance, the outstanding
principal balance of the Revolving Loan would exceed the sum of $3,000,000
(the "CREDIT LIMIT")."
"1.2 Interest on advances under the Revolving Loan shall be payable
monthly in arrears commencing on the first day of the first month next
succeeding the date hereof at the rate of the Bank's Prime Rate in effect
from time to time. The Bank's "PRIME RATE" shall mean the annual rate of
interest established by the Bank from time to time at its principal office,
as its Prime Rate it being understood that such rate is a reference rate
and not necessarily the lowest rate of interest charged by Bank. The rate
of interest payable by the Borrower shall be changed effective as of that
day on which a change in the Bank's Prime Rate becomes effective. Interest
shall be computed on the basis of a 360-day year, for the actual number of
days elapsed. Default interest shall be charged in accordance with the
terms of the Revolving Note (as defined herein)."
"1.4 As evidence of the Borrower's obligations under the Revolving
Loan, the Borrower shall execute and deliver to the Bank a Secured
Revolving Time Note (the "REVOLVING NOTE") dated December 29, 1995."
"1.6 No advance under the Revolving Loan will be made after December
30, 1996 (the "EXPIRATION DATE"), and the entire unpaid principal balance
of the Revolving Loan, together with all unpaid interest accrued thereon
and all accrued and unpaid fees, if any, shall be due and payable without
notice or demand on December 31, 1996 (the "TERMINATION DATE") ."
4. Sections 4.9, 4.10 and 4.11 of the Loan Agreement are hereby deleted
in their entirety and the following new Sections 4.9, 4.10 and 4.11 substituted
therefor, as follows:
"4.9 (Minimum tangible net worth). The Borrower will not permit its
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tangible net worth to be less than the following amounts as at the end of
the following periods:
MINIMUM AMOUNT TIME PERIOD
-------------- -----------
$2,250,000.00 Fiscal Year ending June 30, 1996
The term "TANGIBLE NET WORTH" shall mean stockholders' equity
determined in accordance with generally accepted accounting principles,
consistently applied, subtracting therefrom: (i) intangibles (as determined
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in accordance with such principles so applied), and (ii) accounts and
indebtedness owing from any employee or parent, subsidiary or other
affiliate."
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"4.10 (Maximum debt to tangible net worth ratio). The Borrower will
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not allow its total debt to be more than the following percentages of its
tangible net worth for the following periods:
MAXIMUM PERCENTAGE TIME PERIOD
------------------ -----------
200% Fiscal Year ending June 30, 1996"
"4.11 (Minimum debt service and unfinanced capital expenditures
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coverage ratio). The Borrower will not permit the ratio of:
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(a) the aggregate of (i) earnings before interest, taxes,
depreciation and amortization, MINUS (ii) unfinanced capital
expenditures, MINUS (iii) permitted dividends, MINUS (iv) taxes
actually paid by the Borrower to:
(b) the sum of (i) interest, and (ii) the current maturities of
long-term debt to be less than 1.50:1 for the twelve-month
period ending on June 30, 1996."
5. Section 6.1 of the Loan Agreement is hereby amended to add the
following new subsection (i) thereto, at the end thereof, as follows:
"(i) The occurrence of an Event of Default under that certain Secured
Term Note (Equipment) dated June 28, 1995 in the original principal amount
of $500,000.00."
6. Section 7.2 of the Loan Agreement is hereby amended to change the
address for the Borrower to:
"Bottomline Technologies, Inc.
000 Xxxxx Xxxxxx
Xxxxxxxxxx, XX 00000-0000"
7. Except as specifically amended hereby, the Loan Agreement remains in
full force and effect, and the Borrower hereby reaffirms all warranties and
representations contained therein, as of the date hereof.
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Please acknowledge your agreement to the matters contained herein by
signing this letter in the space provided and returning it to the undersigned,
whereupon it shall take effect as an instrument under seal.
Very truly yours,
FLEET NATIONAL BANK OF MASSACHUSETTS
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx, Vice President
ACCEPTED AND AGREED TO:
BOTTOMLINE TECHNOLOGIES, INC.
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx, Treasurer
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