VERIGY LTD. (Incorporated in the Republic of Singapore) (Company Registration Number 200601091C) as Issuer AND U.S. Bank National Association as Trustee Indenture Dated as of July 15, 2009 5.25% Convertible Senior Notes due 2014Indenture • July 15th, 2009 • Verigy Ltd. • Semiconductors & related devices • New York
INDENTURE, dated as of July 15, 2009, between Verigy Ltd., a company duly incorporated and existing under the laws of the Republic of Singapore, as Issuer (the “Company”), having its principal office at No. 1 Yishun Avenue 7, Singapore 768923 and U.S. Bank National Association, a national banking association, as Trustee (the “Trustee”).
VERIGY LTD. Purchase AgreementPurchase Agreement • July 15th, 2009 • Verigy Ltd. • Semiconductors & related devices • New York
Verigy Ltd., a company incorporated under the laws of the Republic of Singapore (the “Company”), has pursuant to the terms of an engagement letter dated July 7, 2009 (the “Engagement Letter”) engaged J.P. Morgan (S.E.A.) Limited, a company incorporated under the laws of the Republic of Singapore bearing the registration number 198500154W, and Morgan Stanley Asia (Singapore) Pte., a company incorporated under the laws of the Republic of Singapore bearing the registration number 199206298Z, as joint lead managers (the “Joint Lead Managers”). Pursuant to the Engagement Letter, the Joint Lead Managers have arranged the issue and sale of the Securities to the Initial Purchasers (both terms as defined below). The Company proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representatives (the “Representatives”), $120,000,000 aggregate principal amount of its 5.25% Convertible Senior Notes due 2014 (th
