Item 1.01 Entry Into A Material Definitive Agreement.

On August 29, 2022, Divvy Peach, LLC ("Divvy Peach"), a wholly-owned subsidiary of Bill.com Holdings, Inc., (the "Company") entered into Amendment No. 3 to Revolving Credit and Security Agreement (the "Credit Agreement Amendment") with Goldman Sachs Bank USA ("Goldman Sachs"), as administrative agent, amending and restating its existing Revolving Credit and Security Agreement (as amended by the Credit Agreement Amendment, the "Warehouse Facility") by and among Divvy Peach, the lenders party thereto and Goldman Sachs, as administrative agent.

The revolving loans under the Warehouse Facility will be used to finance the purchase of Divvy charge card receivables. The Credit Agreement Amendment provides for an increase in the borrowing capacity under the Warehouse Facility from $75.0 million to $225.0 million. The Credit Agreement Amendment also extends the maturity of the Warehouse Facility from June 2, 2023 to June 3, 2024. On the final maturity date, the full balance of the revolving loans and all other obligations under the Warehouse Facility must be paid. In connection with the Warehouse Facility, the Company entered into a limited guaranty and indemnity agreement with Goldman Sachs, whereunder the Company provided a limited guaranty with respect to the obligations of Divvy Peach under the Warehouse Facility.

The revolving loans under the Warehouse Facility bear interest at a rate per annum determined by reference to either the SOFR Rate or an Adjusted Benchmark Rate plus an Applicable Margin ranging from 2.65% to 2.75% based on the outstanding principal amount and the date that principal amounts are outstanding. The Warehouse Facility contains customary representations, warranties and ongoing affirmative and negative covenants and agreements. The negative covenants include, among other things, limitations on certain indebtedness, liens, investments, transactions with affiliates, and dividends and other restricted payments. The obligations under the Warehouse Facility are secured by receivables generated by the Company's Divvy charge card and certain related collateral.

The Warehouse Facility also contains customary events of default, which include, among other things, non-payment of principal, interest, fees and other amounts, material breach of a representation or warranty, non-performance of covenants and obligations, default on other material debt, bankruptcy or insolvency, material undischarged judgments, certain events related to plans subject to the Employee Retirement Income Security Act of 1974, as amended, and certain changes of control.

The foregoing description of the Warehouse Facility does not purport to be complete and is qualified in its entirety by reference of the complete text thereof, which will be filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ending September 30, 2022.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an


           Off-Balance Sheet Arrangement of a Registrant.

The information set forth above in Item 1.01 is incorporated herein by reference.

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