VEECO INSTRUMENTS INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of January 18, 2017 to INDENTURE Dated as of January 18, 2017 2.70% Convertible Senior Notes due 2023First Supplemental Indenture • January 18th, 2017 • Veeco Instruments Inc • Special industry machinery, nec • New York
FIRST SUPPLEMENTAL INDENTURE dated as of January 18, 2017 (this “Supplemental Indenture”) between Veeco Instruments Inc., a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01) and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”, as more fully set forth in Section 1.01), supplementing the Indenture, dated as of January 18, 2017, between the Company and the Trustee (the “Base Indenture” and the Base Indenture, 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”).
Veeco Instruments Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • January 18th, 2017 • Veeco Instruments Inc • Special industry machinery, nec • New York
Veeco Instruments Inc., a Delaware corporation (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to you, as the underwriters (the “Underwriters”) for whom Barclays Capital Inc. and Wells Fargo Securities, LLC are acting as representatives (in such capacity, the “Representatives”), $300,000,000 in aggregate principal amount of its 2.70% Convertible Senior Notes due 2023 (the “Firm Notes”). The Firm Notes will (i) have terms and provisions that are summarized in the Pricing Disclosure Package and the Prospectus (each as defined herein), and (ii) are to be issued pursuant to an Indenture (the “Base Indenture”) to be dated the Initial Closing Date (as defined below) between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by a Supplemental Indenture to be entered into between the Company and the Trustee (as so supplemented, the “Indenture”). The Company also proposes to issue
