EXHIBIT 10.17
Fleet Bank
December 29, 1997
Bottomline Technologies (de), Inc.
000 Xxxxx Xxxxxx
Xxxxxxxxxx, XX 00000-0000
ATTN: Xxxx X. Xxxxxxxx, Vice President
Chief Financial Officer and Treasurer
Re: Third 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. All references in the Agreement to "Bottomline Technologies, Inc." are
hereby replaced with references to "Bottomline Technologies (de), Inc.", and all
references to the "Borrower" shall mean Bottomline Technologies (de), Inc.
2. 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, 1997."
3. 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, 1998 (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, 1998 (the "Termination Date")."
4. 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
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tangible net worth to be less than $3,900,000.00 as at the end of each
fiscal quarter of the 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
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determined in accordance with such principles so applied), and (ii)
accounts and indebtedness owing from any employee or parent, subsidiary or
other affiliate."
5. Section 4.10 of the Agreement is hereby deleted in its entirety and
the following new Section 4.10 substituted therefor:
"4.10 (Maximum debt to tangible net worth ratio). The Borrower will
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not allow the ratio of its total debt to its tangible net worth to be
greater than 2.0 to 1 as at the last day of each fiscal quarter of the
Borrower."
6. Section 4.11 of the Agreement is hereby deleted in its entirety and
the following new Section 4.11 substituted therefor:
"4.11 (Minimum debt service coverage ratio). The Borrower will not
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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 fiscal year-to-date ending on the last day
of each fiscal quarter of the Borrower."
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.
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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
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Xxxxxx X. Xxxxxx, Vice President
ACCEPTED AND AGREED TO:
BOTTOMLINE TECHNOLOGIES (DE), INC.
By: /s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx, Vice President,
Chief Financial Officer and Treasurer
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