175000,000 AGGREGATE PRINCIPAL AMOUNT FLIR SYSTEMS, INC. Resale Registration Rights Agreement dated as of June 11, 2003Registration Rights Agreement • August 8th, 2003 • Flir Systems Inc • Search, detection, navagation, guidance, aeronautical sys • New York
RESALE REGISTRATION RIGHTS AGREEMENT, dated as of June 11, 2003, among FLIR Systems, Inc., an Oregon corporation (together with any successor entity, the “Company”), J.P. Morgan Securities Inc. and Banc of America Securities LLC, as representatives of the several initial purchasers (together, the “Initial Purchasers”) under the Purchase Agreement (as defined below).
FLIR SYSTEMS, INC. as Issuer AND J.P. MORGAN TRUST COMPANY, National Association as TrusteeFlir Systems Inc • August 8th, 2003 • Search, detection, navagation, guidance, aeronautical sys • New York
FLIR SYSTEMS, INC. PURCHASE AGREEMENT June 6, 2003Purchase Agreement • August 8th, 2003 • Flir Systems Inc • Search, detection, navagation, guidance, aeronautical sys • New York
FLIR Systems, Inc., an Oregon corporation (the “Company”), proposes to issue and sell to J.P. Morgan Securities Inc. and Banc of America Securities LLC, as representatives (the “Representatives”) to the several initial purchasers listed on Schedule I hereto (the “Initial Purchasers”), $175,000,000 principal amount of its 3.0% Senior Convertible Notes Due 2023 (the “Firm Securities”) to be issued pursuant to the provisions of an Indenture dated as of June 11, 2003 (the “Indenture”) between the Company and Bank of America N.A., as Trustee (the “Trustee”). The Company also proposes to issue and sell to the Initial Purchasers not more than an additional $35,000,000 principal amount of its 3.0% Senior Convertible Notes Due 2023 (the “Additional Securities”) if and to the extent that the Initial Purchasers shall have determined to exercise the right to purchase such 3.0% Senior Convertible Notes Due 2023 granted to the Initial Purchasers in Section 1 hereof. The Firm Securities and the Addit
ContractFlir Systems Inc • August 8th, 2003 • Search, detection, navagation, guidance, aeronautical sys • New York
THIS SECURITY (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY, THIS NOTE, AND THE COMMON STOCK ISSUABLE UPON CONVERSION HEREOF, MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER REPRESENTS (1) THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A ADOPTED UNDER THE SECURITIES ACT); (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY RESELL OR OTHERWISE TRANSFER THE NOTE EVIDENCED HEREBY, OR THE COMMON STOCK ISSUABLE UPON CONVERSION OF SUCH NOTE, EXCEPT (A) TO THE ISSUER; (B) UNDER A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT; (C) TO A PERSON THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER AND TO WHOM NOTICE IS GIVEN THAT THE T
FLIR SYSTEMS, INC. AMENDMENT NO. 1 TO RIGHTS AGREEMENTRights Agreement • August 8th, 2003 • Flir Systems Inc • Search, detection, navagation, guidance, aeronautical sys
This Amendment No. 1 to the Rights Agreement (this “Amendment No. 1”) is made and entered into as of this 5th day of June, 2003, by and between FLIR Systems, Inc., an Oregon corporation (the “Company”) and Mellon Investor Services LLC (formerly ChaseMellon Shareholder Services, LLC) (the “Rights Agent”). Capitalized terms used in this Amendment No. 1 and not otherwise defined herein shall have the meaning given to them in the Rights Agreement.
FAX TRANSMISSION ORIGINAL SENT BY U.S. MAILFlir Systems Inc • August 8th, 2003 • Search, detection, navagation, guidance, aeronautical sys
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 8th, 2003 • Flir Systems Inc • Search, detection, navagation, guidance, aeronautical sys • Oregon
