EXHIBIT 10.19
December 29, 1998
Bottomline Technologies (de), Inc.
000 Xxxxx Xxxxxx
Xxxxxxxxxx, XX 00000-0000
ATTN: Xxxxxx X. Xxxxxx,
Executive Vice President and Chief Financial Officer
Re: Fourth Amendment of Loan Agreement Dated January 13, 1995
---------------------------------------------------------
Gentlemen:
Reference is made to the Loan Agreement by and between Bottomline
Technologies (de), Inc., successor by merger to Bottomline Technologies, Inc.
(the "Borrower") and Fleet National Bank (the "Bank") dated January 13, 1995, as
amended (the "Agreement"). Notwithstanding the provisions of the Agreement, the
Agreement is hereby amended, effective immediately, that the Agreement is
amended as follows:
1. Section 1.4 of the Agreement is hereby deleted in its entirety and the
following new Section 1.4 substituted therefor:
"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, 1998."
2. Section 1.6 of the Agreement is hereby deleted in its entirety and the
following new Section 1.6 substituted therefor:
"1.6 No advance under the Revolving Loan will be made after December
30, 1999 (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, 1999 (the "Termination Date")."
3. Section 2.1(a) of the Agreement is hereby deleted in its entirety and
the following new Section 2.1(a) substituted therefor:
"(a) The Borrower is a duly organized and existing corporation under
the laws of the State of Delaware and is in good standing under the laws of
said State of Delaware."
4. Section 3.8 of the Agreement is hereby deleted in its entirety and the
following new Section 3.8 substituted therefor:
"3.8 The Borrower shall furnish to the Bank quarterly, within forty-
five (45) days after the close of each fiscal quarter, an accounts
receivable aging, such aging to be in such form and certified by such
officers of the Borrower as the Bank may prescribe from time to time."
5. Section 4.2 of the Agreement is hereby deleted in its entirety.
6. Section 4.3 of the Agreement is hereby deleted in its entirety and the
following new Section 4.3 substituted therefor:
"4.3 The Borrower will not make any loans or advances to any
individual, firm or corporation, including, without limitation, its
officers and employees, in excess of $500,000.00 outstanding in the
aggregate."
7. Section 4.9 of the Agreement is hereby deleted in its entirety and the
following new Section 4.9 substituted therefor:
"4.9 (Minimum tangible net worth). The Borrower will not permit its
--------------------------
tangible net worth to be less than $5,000,000.00 as at the end of each
fiscal quarter of Borrower.
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 in accordance with such principles so applied), and (ii)
accounts and indebtedness owing from any employee or parent, subsidiary or
other affiliate."
8. Section 4.13 of the Agreement is hereby deleted in its entirety and
the following new Section 4.13 substituted therefor, as follows:
"4.13 The Borrower will not permit any changes in the senior
management of the Borrower consisting of the President and Executive Vice
President/Chief Financial Officer without providing prior notice to the
Bank of any such changes."
9. Section 4.14 of the Agreement is hereby deleted in its entirety and
the following new Section 4.14 substituted therefor, as follows:
"4.14 The Borrower will not permit any material changes in the
ownership of the Borrower (in excess of fifty (50%) percent of the issued
and
-2-
outstanding stock of the Borrower) without consulting the Bank prior to any
proposed changes and obtaining the Bank's approval."
10. Section 4.11 of the Agreement is hereby deleted in its entirety and
the following new Section 4.11 substituted therefor, as follows:
"4.11 (Minimum debt service coverage ratio). The Borrower will not
------------------------------------
permit the ratio of:
(a) the aggregate of its (i) earnings before interest, taxes, depreciation
and amortization, MINUS (ii) permitted dividends, MINUS (iii) taxes
actually paid by the Borrower;
to:
(b) the sum of its (i) interest, PLUS (ii) the current maturities of long-
term debt; to be less than 1.50.1 for the twelve (12) month period
ending on the last day of any fiscal quarter of the Borrower."
11. Section 6.1(h) of the Agreement is hereby deleted in its entirety.
12. Section 7.2(a) of the Agreement is hereby deleted in its entirety and
the following new Section 7.2(a) substituted therefor:
"(a) If intended for the Borrower, to:
Bottomline Technologies (de), Inc.
000 Xxxxx Xxxxxx
Xxxxxxxxxx, XX 00000-0000
Attn: Xxxxxx X. Xxxxxx, Executive Vice President
and Chief Financial Officer
with copies to:
Bottomline Technologies (de), Inc.
000 Xxxxx Xxxxxx
Xxxxxxxxxx, XX 00000-0000
Attn: Xxxx X. Xxxxxxxx, Vice President, Finance
and
Xxxx and Xxxx LLP
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
Attn: Xxxx X. Xxxxxxx, Esq.
-3-
Except as specifically amended hereby, the Agreement remains in full force
and effect, and the Borrower hereby reaffirms all warranties and representations
contained therein, as of the date hereof.
Please acknowledge your agreement to the matters contained herein by
signing this Amendment 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
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------
Xxxxxx X. Xxxxxx, Vice President
ACCEPTED AND AGREED TO:
BOTTOMLINE TECHNOLOGIES (DE), INC.
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------
Xxxxxx X. Xxxxxx,
Executive Vice President and
Chief Financial Officer
-4-
