EXHIBIT 10.12
SECURED REVOLVING TIME NOTE
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$2,000,000.00 January 13 , 1995
Boston, Massachusetts
On December 31, 1995, for value received, Bottomline Technologies, Inc., a
New Hampshire corporation, promises to pay to Shawmut Bank, N.A. (the "BANK"),
at the office of the Bank located at Xxx Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx,
00000, or at such other place as the Bank hereof shall designate, the principal
sum of Two Million Dollars ($2,000,000.00) (or if less, the aggregate unpaid
principal amount of all loans outstanding pursuant to a loan agreement of even
date between the Bank and the undersigned (the "LOAN AGREEMENT"), exclusive of
any amounts evidenced by Equipment Term Note(s) as defined in the Loan
Agreement, together with interest on the unpaid balance, payable monthly in
arrears on the first day of each calendar month, commencing on the first day of
the first month next succeeding the date hereof, at a fluctuating interest rate
per annum equal to the Bank's Corporate Base Rate in effect from time to time.
Each change in such interest rate shall take effect simultaneously with the
corresponding change in such Corporate Base Rate. "CORPORATE BASE RATE" shall
mean the rate of interest announced by Bank in Boston 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 Bank. Interest shall be
calculated on the basis of actual days elapsed and a 360-day year. If this Note
is not paid in full at maturity or upon the exercise by the Bank 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%) above the Corporate Base Rate in effect from time to time.
The undersigned hereby authorizes the Bank to charge the amount of all
monthly interest and the principal payment, when due and payable hereunder,
against the undersigned's loan account created pursuant to a Loan Agreement.
This Note is issued pursuant to the Loan Agreement, to which reference may
be had for a complete description of the rights, obligations, liabilities and
restrictions of the undersigned and the Bank.
At the option of the Bank, this Note shall become immediately due and
payable without notice or demand upon the occurrence at any time of (i) the
failure to pay in full and when due any installment of principal or interest
hereunder; (ii) one or more Events of Default as defined in the Loan Agreement
and the expiration of any applicable grace period; (iii) the termination of the
Loan Agreement.
The undersigned agrees to pay all costs of collection, including reasonable
fees of attorneys.
No delay or omission on the part of the Bank in exercising any right
hereunder shall operate as a waiver of such right or of any other right of such
Bank, 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. Every
one of the undersigned and every indorser or guarantor of this Note 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 Bank
collateral for this Note, and to the additions or releases of any other parties
or persons primarily or secondarily liable.
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.
/s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx Xxxxx X. Xxxxxx, Treasurer
THIS NOTE IS SECURED PURSUANT TO A SECURITY AGREEMENT
(ALL ASSETS) OF EVEN DATE.
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EXHIBIT A
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2.1(c) Encumbrances
SECURED PARTY OR LESSOR: COLLATERAL:
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Computer Lab Equipment
People's Heritage Bank Leased Equipment
NYNEX Credit Company Telephone Equipment
IBM Credit Corporation IBM Equipment
Fleet Bank-NH Blanket Security Interest
(to be terminated as part this
transaction)
Purchased Money Secured Parties for
any assets acquired with purchase
money financing, whether now existing
or arising in the future
2.1(f) General Nature of Xxxxxxxx's business Borrower is a software developer
and systems integrator.
2.1(g) Subsidiaries and Investments
None
2.1(h) Litigation
None
2.1(i) Date and period covered of most recent financial statements furnished
to the Bank.
Audited financial statements for fiscal year ending
6/30/94
Unaudited financial statements for four months ending
10/31/94
2.1(k) Material Changes in Operations
None
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2.1(m) Other Locations
Borrower has approximately 8-10 salary and commission employees and
approximately 20 independent contractors providing services to the
Borrower in jurisdictions outside New Hampshire
2.1(q) Deferred Compensation Plans
Xxxxxxxx has a qualified 401(k) profit sharing plan
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