EXHIBIT 10.16
SECURED REVOLVING TIME NOTE
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$4,000,000.00 December 20, 1996
Boston, Massachusetts
On December 31, 1997, for value received, Bottomline Technologies, Inc., a
New Hampshire corporation, promises to pay to Fleet National Bank (the "BANK"),
at the office of the Bank located at Xxx Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx,
00000, or at such other place as the holder hereof shall designated, the
principal sum of Four Million Dollars ($4,000,000.00) (or if less, the aggregate
unpaid principal amount of all loans outstanding pursuant to a loan agreement
dated January 13, 1995 between the Bank and the undersigned, as amended (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 Prime Rate in effect from time to time. Each
change in such interest rate shall take effect simultaneously with the
corresponding change in such Prime Rate. "Prime Rate" shall mean the rate of
interest announced by Bank from time to time 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. 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
Prime 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, an 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 /s/ Xxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx Xxxxx X. Xxxxxx
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