FEI Company REGISTRATION RIGHTS AGREEMENTFei Co • October 24th, 2001 • Laboratory analytical instruments • New York
FEI Company, an Oregon corporation (the "Company"), proposes to issue and sell to Credit Suisse First Boston Corporation (the "Initial Purchaser"), upon the terms set forth in a purchase agreement of even date herewith (the "Purchase Agreement"), up to $175,000,000 aggregate principal amount of its 5.5% Convertible Subordinated Notes due 2008 (the "Notes"). The Notes will be convertible into shares of common stock of the Company (the "Common Stock") at the conversion price set forth in the Offering Circular dated July 31, 2001. The Notes will be issued pursuant to an Indenture, dated as of August 3, 2001 (the "Indenture"), by and between the Company and BNY Western Trust Company, as trustee (the "Trustee"). As an inducement to the Initial Purchaser to enter into the Purchase Agreement, the Company agrees with the Initial Purchaser, (i) for the benefit of the Initial Purchaser and (ii) for the benefit of the holders of the Notes and the Common Stock issuable upon conversion or provision
