Registration Rights Agreement Dated as of June 29, 2007 among Tektronix, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated Goldman, Sachs & Co. and Citigroup Global Markets Inc.Registration Rights Agreement • June 29th, 2007 • Tektronix Inc • Instruments for meas & testing of electricity & elec signals • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into this 29th day of June, 2007, between Tektronix, Inc., an Oregon corporation (the “Company”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co. and Citibank Global Markets Inc. (the “Initial Purchasers”).
TEKTRONIX, INC. And U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of June 29, 2007 1.625% Senior Convertible Notes Due 2012Indenture • June 29th, 2007 • Tektronix Inc • Instruments for meas & testing of electricity & elec signals • New York
THIS INDENTURE, dated as of June 29, 2007, is between Tektronix, Inc., a corporation duly organized under the laws of the State of Oregon (the “Company”), and U.S. Bank National Association, a national banking association, as Trustee (the “Trustee”).
Confirmation of OTC Convertible Note HedgeTektronix Inc • June 29th, 2007 • Instruments for meas & testing of electricity & elec signals • New York
The purpose of this letter agreement (this “Confirmation”) is to amend and restate the terms and conditions of the above-referenced transaction entered into among Counterparty and Dealer on the Trade Date specified below (the “Transaction”). This Confirmation amends, restates and supersedes in its entirety the Confirmation in respect of the Transaction dated as of June 25, 2007. This Confirmation constitutes a “Confirmation” as referred to in the Agreement specified below.
Confirmation of OTC Convertible Note HedgeTektronix Inc • June 29th, 2007 • Instruments for meas & testing of electricity & elec signals • New York
The purpose of this letter agreement (this “Confirmation”) is to amend and restate the terms and conditions of the above-referenced transaction entered into among Counterparty, Dealer and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Agent”) on the Trade Date specified below (the “Transaction”). This Confirmation amends, restates and supersedes in its entirety the Confirmation in respect of the Transaction dated as of June 25, 2007. This Confirmation constitutes a “Confirmation” as referred to in the Agreement specified below.
TEKTRONIX, INC. (an Oregon corporation) Convertible Senior Notes due 2012 PURCHASE AGREEMENTPurchase Agreement • June 29th, 2007 • Tektronix Inc • Instruments for meas & testing of electricity & elec signals • New York
Tektronix, Inc., an Oregon corporation (the “Company”), confirms its agreement with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co. and Citigroup Global Markets Inc. (the “Initial Purchasers”) with respect to the issue and sale by the Company and the purchase by the Initial Purchasers of $300,000,000 aggregate principal amount of the Company’s Convertible Senior Notes due 2012 (the “Initial Securities”), and with respect to the grant by the Company to the Initial Purchasers of the option described in Section 2(b) hereof to purchase all or any part of an additional $45,000,000 aggregate principal amount of Convertible Senior Notes due 2012 (the “Option Securities” and together with the Initial Securities, the “Securities”). The Securities are to be issued pursuant to an indenture to be dated as of June 29, 2007 (the “Indenture”) between the Company and U.S. Bank National Association, as trustee (the “Trustee”).
