ZERO COUPON CONVERTIBLE SENIOR NOTES DUE FEBRUARY 1, 2010Indenture • April 29th, 2005 • Rambus Inc • Semiconductors & related devices • New York
THIS INDENTURE, dated as of February 1, 2005, is between Rambus Inc., a Delaware corporation (the “Company”), and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).
Rambus Inc. Zero Coupon Convertible Senior Notes Due 2010 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 29th, 2005 • Rambus Inc • Semiconductors & related devices • New York
Rambus Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several initial purchasers named in Schedule A of the Purchase Agreement (defined below) (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated January 26, 2005 (the “Purchase Agreement”), $300,000,000 aggregate principal amount of its Zero Coupon Convertible Senior Notes Due 2010 (the “Firm Securities”) and also proposes to grant to the Initial Purchasers an option, exercisable from time to time by the Initial Purchasers, to purchase up to an additional $60,000,000 aggregate principal amount (“Optional Securities”) of its Zero Coupon Convertible Senior Notes due 2010. The Firm Securities and the Optional Securities which the Initial Purchasers may elect to purchase pursuant to the Purchase Agreement are herein collectively called the “Notes”. The Notes will be convertible into shares of common stock, par value $.001 per share, of the Company (the “Common Sto
