EXHIBIT 10.21
SHAWMUT
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Xxx Xxxxxxx Xxxxxx, Xxxxxx XX 00000
Tel 000 000 0000
LINE OF CREDIT AGREEMENT
FOR THE ACQUISITION OF EQUIPMENT
($500,000.00 LINE)
January 13, 1995
Bottomline Technologies, Inc.
Xxx Xxxxx Xxxxxx
Xxxxxx, XX 00000-0000
Attn: Xx. Xxx XxXxxx
President
Gentlemen:
We (hereinafter "LENDER") are pleased to advise you (here in- after referred
to as the "BORROWER") that Lender has established a line of credit of up to Five
Hundred Thousand ($500,000.00) Dollars (subject to limitations contained herein)
(hereinafter the "CREDIT LIMIT") for Borrower to be used exclusively for the
purchase of new equipment. This line of credit is subject to the following terms
and conditions:
1. Any advances, extensions of credit, or loan of funds pursuant to this line
of credit (hereinafter collectively and separately referred to as the "LOAN")
will be made only if in the opinion of Lender there has been no material adverse
change of circumstances and if there exists no Event(s) of Default (as
hereinafter defined). No advances, extensions of credit, or loan of funds will
be made after the first to occur of: (a) the date on which outstanding principal
balance of the Loans equals the Credit Limit; or (b) on December 31, 1995. Any
sums prepaid hereunder shall not be readvanced.
2. Borrower agrees that each monthly or other statement of account mailed or
delivered by Lender to Borrower pertaining to the outstanding balance of the
Loan, the amount of interest due thereon, fees, and costs and expenses shall be
final, conclusive and binding on Borrower absent manifest error and shall
constitute an "account stated" with respect to the matters contained therein
unless within forty (40) calendar days from when such statement is mailed or if
not mailed, delivered to Borrower, Borrower shall deliver to Lender written
notice of any objections which it may have as to such
statement of account and in such event, only the terms to which objection is
expressly made in such notice shall be considered to be disputed by Borrower.
3. Interest will be charged to Borrower at a rate which is the daily
equivalent to the Corporate Base Rate in effect from time to time, upon any
balance owing to Lender at the close of each day. The rate of interest payable
by Borrower shall be changed effective as of that date in which a change in the
Corporate Base Rate becomes effective. Interest shall be computed on the basis
of the actual number of days elapsed over a year of three hundred sixty (360)
days. Such interest shall be payable monthly in arrears on the first (1st) day
of each month, commencing on the first of such dates next succeeding the date
hereof. Upon the occurrence of an Event of Default hereunder, interest on
unpaid balances shall thereafter be payable at a fluctuating interest rate per
annum equal to three percent (3%) greater than the rate of interest specified
herein.
The term "CORPORATE BASE RATE" as used herein shall mean the rate of interest
announced by Lender from time to time as its Corporate Base Rate, it being
understood that such rate is a reference rate and not necessarily the lowest
rate of interest charged by Lender.
4. The Borrower hereby authorizes Lender to charge the amount of all interest,
principal payments and fees, when due and payable hereunder, against Borrower's
loan account created pursuant to Borrower's Loan Agreement with the Lender of
even date (the "LOAN AGREEMENT").
5. The Loan may, but need not, be evidenced by notes in a form reasonably
satisfactory to Lender, but in the absence of notes, shall be conclusively
evidenced by Lender's records of disbursements, absent manifest error. The
Loan, together with interest thereon, is secured pursuant to a Security
Agreement (All Assets) of even date.
6. Borrower may draw upon this line of credit by presenting to Lender: (i) an
invoice from the vendor of such equipment in a form acceptable to Lender, which
includes, without limitation, the purchase price of such equipment, including
all accessions thereto, net of all discounts, rebates, and other dealer or
manufacturer incentives; and (ii) a certificate of origin, xxxx of sale, or
other documentation satisfactory to Lender evidencing that the equipment being
purchased is new and unused equipment (Items (i) and (ii) are hereinafter
referred to as the "EQUIPMENT DOCUMENTATION"). The Equipment Documentation
shall be delivered to the Lender accompanied by an Equipment Documentation
Certification in the form of EXHIBIT A annexed hereto.
7. The aggregate principal amount of any Loan made against any Equipment
Documentation shall not exceed eighty percent (80%) of the net purchase price
(exclusive of any soft costs, transportation or installation charges) of the
equipment referred to therein.
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8. Lender agrees that so long as Borrower complies with the terms and
conditions of this Line of Credit Agreement, and provides not less than twenty-
four (24) hours notice of any proposed Loan, Lender shall cause the amount of
such Loan to be made available to Borrower at the time and in the manner
requested by Borrower; provided, however, that Lender shall have no obligation
to make the requested Loan if, after giving effect to the requested Loan, the
outstanding principal balance of all Loans under this Line of Credit Agreement
will exceed the Credit Limit.
9. Borrower will pay or reimburse Lender for all reasonable expenses,
including attorneys' fees, which Lender may in any way incur in connection with
this agreement or any other agreement between Borrower and Lender or with any
Loan or which result from any claim or action by any third person against Lender
which would not have been asserted were it not for Lender's relationship with
Borrower hereunder or otherwise.
10. The Loan will be due and payable in full on December 31, 1995 unless
Borrower elects to convert the principal balance of the Loan or increment
thereof of at least $100,000.00 into a term loan(s) by execution of a Secured
Term Note (Equipment) in substantially the form of EXHIBIT B attached hereto,
with appropriate insertions in the space provided reflecting the actual amount
of the Loan. The Loan (or increments thereof) shall then mature and bear
interest as provided in the applicable Secured Term Note (Equipment) and shall
otherwise be subject to the terms and conditions of that Note and of this Line
of Credit Agreement.
11. Upon the occurrence of any one or more of the following events
(hereinafter "EVENTS OF DEFAULT"), any and all obligations of Borrower to Lender
shall become immediately due and payable, at the option of Lender and without
notice or demand. The occurrence of any such Event of Default shall also
constitute, without notice or demand, a default under all other agreements
between Lender and Borrower and instruments and papers given Lender by Borrower,
whether such agreements, instruments, or papers now exist or hereafter arise.
(a) The failure by Borrower to pay when due any amount due under this Line
of Credit Agreement.
(b) The termination of the Loan Agreement, or the occurrence of an Event
of Default as described in the Loan Agreement.
12. Borrower agrees that notwithstanding anything contained herein, the
Loan Agreement or otherwise, if the Borrower shall pay off all amounts due under
the Loan Agreement, Lender shall have the right to demand the immediate payment
of the balance due under this Line of Credit Agreement.
13. The execution, delivery and performance of this Line of Credit
Agreement, any Note or any other instrument or document at any time required in
respect hereof
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or of the Loan are within the corporate powers of Borrower, and not in
contravention of law, the Articles of Organization or By-Laws of Borrower or any
amendment thereof, or of any indenture, agreement or undertaking to which
Borrower is a party or may otherwise be bound, and each such instrument and
document represents a valid and binding obligation of Borrower and is fully
enforceable according to its terms. Borrower will, concurrently with the
execution of this Line of Credit Agreement, furnish Lender with the opinion of
counsel for Borrower with respect to any or all of the foregoing or other
matters, such opinion to be in substance and form satisfactory to Lender.
14. This Line of Credit Agreement is supplementary to each and every other
agreement between Borrower and Lender an shall not be so construed as to limit
or otherwise derogate from any of the rights or remedies of Lender or any of the
liabilities, obligations or undertakings of Borrower under any such agreement,
nor shall any contemporaneous or subsequent agreement between Borrower and
Lender be construed to limit or otherwise derogate from any of the rights or
remedies of Lender or any of the liabilities, obligations or undertakings of
Borrower hereunder unless such other agreement specifically refers to this Line
of Credit Agreement and expressly so provides.
15. This Line of Credit Agreement and the covenants and agreements herein
contained shall continue in full force and effect and shall be applicable not
only in respect of the Loan, but also to all other obligations, liabilities and
undertakings of Borrower to Lender whether direct or indirect, absolute or
contingent, due or to become due, now existing or hereafter arising or acquired,
until all such obligations, liabilities and undertakings have been paid or
otherwise satisfied in full. No delay or omission on the part of Lender in
exercising any right hereunder shall operate as a waiver of such right or any
other right and waiver on any one or more occasions shall not be construed as a
bar to or waiver of any right or remedy of Lender on any future occasion. This
Line of Credit Agreement is intended to take effect as a sealed instrument,
shall be governed by and construed according to the laws of the Commonwealth of
Massachusetts, shall be binding upon Lender's and Borrower's successors and
assigns and shall inure to the benefit of Lender's and Borrower's successors and
assigns.
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Very truly yours,
Shawmut Bank, N.A.
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, Vice President
Bottomline Technologies, Inc.
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx, Treasurer
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EXHIBIT A
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EQUIPMENT DOCUMENTATION CERTIFICATION
The undersigned, ____________________ of Bottomline Technologies, Inc.
(the "BORROWER") hereby certifies to Shawmut Bank, N.A., that:
1. The attached copy of the Equipment Documentation (as defined in Paragraph 6
of the Borrower's Line of Credit Agreement for the Acquisition of Equipment
dated _________________ 1995), is a true, correct and complete copy of the
Equipment Documentation;
2. The net purchase price (exclusive of soft cost, transportation and
installation charges) of the equipment referred to in the attached
Equipment Documentation is in the amount of $________;
3. The soft cost, transportation and installation charges of the equipment
referred to in the attached Equipment Documentation is in the amount of
$_______;
4. The total purchase price of the equipment referred to in the attached
Equipment Documentation (the net purchase price, plus the soft cost,
transportation and installation charges) is in the amount of $________; and
5. The aggregate principal amount of the Loan requested in connect ion with
the attached Equipment Documentation does not exceed eighty percent (80%)
of the net purchase price of the equipment set forth in Item 2 above.
Bottomline Technologies, Inc.
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Name:
Title:
Date: ______________, 1995
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EXHIBIT B
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SECURED TERM NOTE
(EQUIPMENT)
$________________ _________________, 0000
Xxxxxx, Xxxxxxxxxxxxx
For value received, the undersigned promises to pay to Shawmut Bank, N.A.
("LENDER"), or order, at its office, the principal sum of (INSERT AMOUNT DUE
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PURSUANT TO THE LINE OF CREDIT AGREEMENT FOR THE ACQUISITION OF EQUIPMENT) in
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thirty-six (36) installments as follows: $_____________ [1/36th of the
principal balance] on ___________________, 199__, and the same amount (except
the last installment which shall be the unpaid balance) on the first day of each
month thereafter until this Note is fully paid, with interest from the date
hereof on the said principal sum from time to time outstanding at the [fixed
rate to be determined or] the Corporate Base Rate. Such interest shall be
payable monthly in arrears on the first day of each month, commencing on the
first of such dates next succeeding the date hereof. Interest shall be
calculated on the basis of actual days elapsed and a 360-day year. If this Note
is not paid in full on the date of maturity or upon the exercise by Lender of
its rights in the event of the undersigned's default, interest on unpaid
balances shall thereafter be payable at a fluctuating interest rate per annum
equal to three percent (3%) greater than the rate of interest specified herein.
The term "CORPORATE BASE RATE" as used herein shall mean the rate of interest
announced by Lender from time to time as its Corporate Base Rate, it being
understood that such rate is a reference rate and not necessarily the lowest
rate of interest charged by Lender.
The undersigned hereby authorizes Lender to charge the amount of all monthly
interest and principal payments, when due and payable hereunder, against the
undersigned's loan account created pursuant to a Loan Agreement dated January
13, 1995 (the "AGREEMENT").
At the option of the Lender, this Note shall become immediately due and
payable without notice or demand upon the occurrence at any time of (i) a
default of any liability, obligation or undertaking of the undersigned,
hereunder or otherwise, including failure to pay in full and when due any
installment of principal or interest hereunder; (ii) an Event of Default as
defined in the Agreement; or (iii) termination of the Agreement.
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Any deposits or other sums at any time credited by or due from Lender to the
undersigned or any guarantor hereof, and any securities or other property of the
undersigned or any such guarantor, in the possession of Lender, may at any and
all times be held and treated as security for the payment of the liabilities
hereunder; and Lender may apply or set off such deposits or other sums, at any
time after default hereunder, and without notice to the undersigned or to any
such guarantor, against any of such liabilities, whether or not the same have
matured, and whether or not other collateral is available to Lender.
The undersigned agrees to pay all costs of collection including reasonable
fees of attorney.
No delay or omission on the part of the Lender in exercising any right
hereunder shall operate as a waiver of such right or of any other right of such
Lender, nor shall any delay, omission or waiver on any one occasion be deemed a
bar to or waiver of the same or any other right on any future occasion. The
undersigned regardless of the time, order or place of signing waives
presentment, demand, protest and notices of every kind and assents to any one or
more extensions or postponements of the time of payment or any other
indulgences, to any substitutions, exchanges or releases of collateral if at any
time there be available to the Lender collateral for this Note, and to the
additions or releases of any other parties or persons primarily or secondarily
liable.
This Note is secured pursuant to a Security Agreement (All Assets) dated
January 13, 1995.
This Note represents amounts loaned to Borrower pursuant to a Line of Credit
Agreement for the Acquisition of Equipment dated January 13, 1995.
All rights and obligations hereunder shall be governed by the law of the
Commonwealth of Massachusetts and this Note shall be deemed to be under seal.
WITNESS: Bottomline Technologies, Inc.
_______________________ By: ____________________________
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