BOTTOMLINE TECHNOLOGIES (de), INC.Bottomline Technologies Inc /De/ • December 13th, 2012 • Services-prepackaged software • New York
Bottomline Technologies (de), Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), $165,000,000 principal amount of its 1.50% Convertible Senior Notes due 2017 (the “Underwritten Securities”) and, at the option of the Underwriters, up to an additional $24,750,000 principal amount of its 1.50% Convertible Senior Notes due 2017 (the “Option Securities”) if and to the extent that the Underwriters shall have determined to exercise the option to purchase such 1.50% Convertible Senior Notes due 2017 granted to the Underwriters in Section 2 hereof. The Underwritten Securities and the Option Securities are herein referred to as the “Securities”. The Securities will be convertible into cash up to the aggregate principal amount of the Securities being converted and shares (the “Underlying Securities”) of common stock of the Company, p
BOTTOMLINE TECHNOLOGIES (de), INC. AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of December 12, 2012 to INDENTURE Dated as of December 12, 2012 1.50% Convertible Senior Notes due 2017Supplemental Indenture • December 13th, 2012 • Bottomline Technologies Inc /De/ • Services-prepackaged software • New York
INDENTURE dated as of December 12, 2012 (this “Supplemental Indenture”)between Bottomline Technologies (de), Inc., a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”, as more fully set forth in Section 1.01), supplementing the Indenture relating to “Senior Debt Securities” dated as of December 12, 2012, between the Company and the Trustee (the “Base Indenture” and, as amended and supplemented by this Supplemental Indenture, and as it may be further amended or supplemented from time to time with respect to the Notes, the “Indenture”).
