Exhibit 4.8


$150,000,000


 


FEI COMPANY


 


Zero Coupon Convertible
Subordinated Notes Due June 15, 2023


 


REGISTRATION RIGHTS AGREEMENT


 


June
13, 2003


 


Credit Suisse First Boston LLC


Goldman, Sachs & Co.


c/o Credit Suisse First Boston LLC


Eleven Madison Avenue


New York, New York
10010-3629


 


Ladies and Gentlemen:


 


FEI Company, an Oregon
corporation (the “Company”), proposes to issue and sell to
the several initial purchasers named in Schedule A of the Purchase Agreement
(as defined below) (the “Initial Purchasers”), upon the terms set
forth in a purchase agreement dated June 10, 2003 (the “Purchase Agreement”), up to
$150,000,000 aggregate principal amount of its Zero Coupon Convertible
Subordinated Notes due June 15, 2023 (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 $50,000,000 aggregate principal amount (“Optional Securities”) of its Zero Coupon
Convertible Subordinated Notes due June 15, 2023.  The Firm Securities and the Optional Securities which the Initial
Purchasers may elect to purchase pursuant to Section 3 of the Purchase
Agreement are herein collectively called the “Notes”.  The Notes will be convertible into shares of
common stock, no par value, of the Company or, in the event we have
insufficient shares of common stock, shares of series A preferred stock, no par
value, of the Company (the “Preferred Shares”),
which Preferred Shares shall have the same rights, preferences and privileges
of the common stock (either such shares, the “Shares”)
at the conversion price set forth in the Offering Circular dated June 10,
2003.  The Notes will be issued pursuant
to an Indenture, dated as of June 13, 2003 (the “Indenture”), by and between
the Company and BNY Western Trust Company, as trustee  (the “Trustee”). 
As an inducement to the Initial Purchasers to enter into the Purchase
Agreement, the Company agrees with the Initial Purchasers, for the benefit of
(i) the Initial Purchasers and (ii) the holders of the Notes and the Shares
issuable upon conversion of the Notes (collectively, the “Securities”) from time to time until such
time as such Securities have been sold pursuant to a Shelf Registration
Statement (as defined below) (each of the foregoing a “Holder” and collectively the “Holders”),
as follows:


 


1.     Shelf Registration.  The Company shall take the following
actions:


 


(a)    The Company shall, at its cost, promptly
(but in no event more than 90 days after the latest date of original issuance
of the Notes (such 90th day being a “Filing Deadline”) file with the
Securities and Exchange Commission (the “Commission”) and thereafter use its
commercially reasonable efforts to cause to be declared effective no later than
180 days after the latest date of original issuance of the Notes (such 180th
day being an “Effectiveness Date”) a registration statement (the “Shelf
Registration Statement”) on an appropriate form under the Securities Act of
1933, as amended, (the “Securities Act”) relating to the offer and sale of the
Registrable Securities (as defined below) by the Holders thereof from time to
time in accordance with the methods of distribution set forth in the Shelf
Registration Statement and Rule 415 under the Securities Act (hereinafter,
the “Shelf Registration”); provided, however, that no Holder
(other than an Initial Purchaser) shall be entitled to have the Securities held
by it covered by such Shelf Registration Statement unless such Holder agrees in
writing to be bound by all the provisions of this Agreement applicable to such
Holder.


 


(b)   The Company shall use its commercially
reasonable efforts to keep the Shelf Registration Statement continuously
effective in order to permit the prospectus included therein (the “Prospectus”)
to be lawfully delivered by the Holders of the relevant Securities, for a
period of two years (or for such longer period if extended pursuant to


 

















 


Section 2(i)
below) from the date of its effectiveness or such shorter period that will
terminate when all the Securities covered by the Shelf Registration Statement
(i) have been sold pursuant thereto or (ii) may be sold pursuant
to Rule 144(k) under the Securities Act (or any successor
rule thereof), assuming for this purpose that the Holders thereof are not
affiliates of the Company (in any case, such period being called the “Shelf
Registration Period”).  The Company
shall be deemed not to have used its commercially reasonable efforts to keep
the Shelf Registration Statement effective during the requisite period if it voluntarily
takes any action that would result in Holders of Securities covered thereby not
being able to offer and sell such Securities during that period, unless such
action is required by applicable law.


 


(c)    Notwithstanding any other provisions of this
Agreement to the contrary, the Company shall cause the Shelf Registration
Statement and the Prospectus and any amendment or supplement thereto, as of the
effective date of the Shelf Registration Statement, amendment or supplement,
(i) to comply in all material respects with the applicable requirements of the
Securities Act and the rules and regulations of the Commission and (ii) not to
contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading.


 


(d)   Each Holder of Registrable Securities (as
defined below) agrees that if such Holder wishes to sell Registrable Securities
pursuant to a Shelf Registration Statement and related Prospectus, it will do
so only in accordance with this Section 1(d) and Section 2(b).  Each Holder of Registrable Securities
wishing to sell Registrable Securities pursuant to a Shelf Registration
Statement and related Prospectus agrees to deliver a written notice,
substantially in the form of Annex A to the Offering Circular (a “Notice and
Questionnaire”) to the Company at least five (5) Business Days (a “Business
Day” meaning each day that is not a Saturday, Sunday or legal holiday) prior to
any intended distribution of Registrable Securities under the Shelf
Registration Statement (each such Holder delivering the Notice and
Questionnaire, a “Notice Holder”). From and after the date the Shelf
Registration Statement is declared effective, the Company shall, as promptly as
practicable after the date of receipt of a Notice and Questionnaire (i) if
required by applicable law, file with the SEC a post-effective amendment to the
Shelf Registration Statement or prepare and, if required by applicable law,
file a supplement to the related Prospectus or a supplement or amendment to any
document incorporated therein by reference or file any other document required
under the Securities Act so that the Holder delivering such Notice and
Questionnaire is named as a selling securityholder in the Shelf Registration
Statement and the related Prospectus in such a manner as to permit such Holder
to deliver such Prospectus to purchasers of the Registrable Securities in
accordance with applicable law and, if the Company shall file a post-effective
amendment to the Shelf Registration Statement, use reasonable efforts to cause
such post-effective amendment to be declared effective under the Securities Act
as promptly as is practicable, but in any event by the date (the “Amendment
Effectiveness Deadline Date”) that is thirty (30) Business Days after the date
such post-effective amendment is required by this clause to be filed; (ii)
provide such Holder copies of any documents filed pursuant to Section 1(d)(i);
and (iii) notify such Holder as promptly as practicable after the effectiveness
under the Securities Act of any post-effective amendment filed pursuant to
Section 1(d)(i); provided that if such Notice and Questionnaire is delivered
during a Suspension Period (as defined below), the Company shall so inform the
Holder delivering such Notice and Questionnaire and shall take the actions set
forth in clauses (i), (ii) and (iii) above upon expiration of the Suspension
Period in accordance with Section 2(b). Notwithstanding anything contained
herein to the contrary, (i) the Company shall be under no obligation to name
any Holder that is not a Notice Holder as a selling securityholder in any
Registration Statement or related Prospectus and (ii) the Amendment
Effectiveness Deadline Date shall be extended by up to ten (10) days from the
expiration of a Suspension Period (and the Company shall incur no obligation to
pay Interest during such extension) if such Suspension Period is in effect on
the Amendment Effectiveness Deadline Date; and provided further, that the
Company shall not be obligated to file more than one (1) post-effective
amendment or supplement in any twenty (20) day period following the date the
Shelf Registration Statement is declared effective for the purpose of naming
Holders as selling securityholders who were not named in the Shelf Registration
Statement at the time of effectiveness. Any Holder who, subsequent to the date
the Registration Statement is declared effective, provides a Notice and
Questionnaire required by this Section 1(d) pursuant to the provisions of this
Section (whether or not such Holder has supplied the Notice and Questionnaire
at the time the Shelf Registration Statement was declared effective) shall be
named as a selling securityholder in the Shelf Registration Statement and
related Prospectus in accordance with the requirements of this Section
1(d).  Such Holder shall also be subject
to relevant civil liability provisions under the Securities Act in connection
with such sales.


 


 


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2.     Registration Procedures.  In connection with the Shelf Registration
contemplated by  Section 1 hereof,
the following provisions shall apply:


 


(a)    The Company shall (i) furnish to the Initial
Purchasers, prior to the filing thereof with the Commission, a copy of the
Shelf Registration Statement and each amendment thereof and each supplement, if
any, to the Prospectus included therein and, in the event that the Initial
Purchasers (with respect to any portion of an unsold allotment from the
original offering) is participating in the Shelf Registration Statement, the
Company shall use its commercially reasonable efforts to reflect in each such
document, when so filed with the Commission, such comments as the Initial
Purchasers reasonably may propose within a reasonable period of time; and
(ii) include the names of the Holders who propose to sell Securities
pursuant to the Shelf Registration Statement as selling securityholders.


 


(b)   Upon (A) the issuance by the SEC of a stop
order suspending the effectiveness of a Shelf Registration Statement or the
initiation of proceedings with respect to a Shelf Registration Statement under
Section 8(d) or 8(e) of the Securities Act, (B) the occurrence of any event or
the existence of any fact (a “Material Event”) as a result of which any
Registration Statement shall contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary to
make the statements therein not misleading, or any Prospectus shall contain any
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading, or (C) the
occurrence or existence of any pending corporate development, public filing
with the SEC or other similar event with respect to the Company that, in the
reasonable discretion of the Company, makes it appropriate to suspend the
availability of a Shelf Registration Statement and the related Prospectus, (i)
in the case of clause (B) above, subject to the next sentence, as promptly as
practicable prepare and file, if necessary pursuant to applicable law, a
post-effective amendment to such Registration Statement or a supplement to the
related Prospectus or any document incorporated therein by reference or file
any other required document that would be incorporated by reference into such
Registration Statement and Prospectus so that such Registration Statement does
not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading, and such Prospectus does not contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, and, in the case of a
post-effective amendment to a Registration Statement, subject to the next
sentence, use reasonable efforts to cause it to be declared effective as
promptly as practicable, and (ii) give notice to the Notice Holders that the
availability of the Shelf Registration Statement is suspended (a “Deferral
Notice”) and, upon receipt of any Deferral Notice, each Notice Holder agrees
not to sell any Registrable Securities (as defined below) pursuant to the
Registration Statement until such Notice Holder’s receipt of copies of the
supplemented or amended Prospectus provided for in clause (i) above, or until
it is advised in writing by the Company that the Prospectus may be used, and
has received copies of any additional or supplemental filings that are
incorporated or deemed incorporated by reference in such Prospectus. The
Company will use commercially reasonable efforts to ensure that the use of the
Prospectus may be resumed (x) in the case of clause (A) above, as promptly as
practicable, (y) in the case of clause (B) above, as soon as, in the sole
judgment of the Company, public disclosure of such Material Event would not be
prejudicial to or contrary to the interests of the Company or, if necessary to
avoid unreasonable burden or expense, as soon as practicable thereafter and (z)
in the case of clause (C) above, as soon as, in the discretion of the Company,
such suspension is no longer appropriate. The Company shall be entitled to
exercise its right under this Section 2(b) to suspend the availability of the
Shelf Registration Statement or any Prospectus, without incurring or accruing
any obligation to pay Interest pursuant to Section 6, for one or more periods
not to exceed an aggregate of 45 days in any 90-day period or an aggregate of
90 days in any 12-month period (such period, during which the availability of
the Registration Statement and any Prospectus is suspended being a “Suspension
Period”).


 


(c)    The Company shall make every reasonable
effort to obtain the withdrawal at the earliest possible time, of any order suspending
the effectiveness of the Shelf Registration Statement.


 


(d)   The Company shall give written notice to each
holder in the same manner as the Company would provide notice to holders of the
Notes under the Indenture of (i) its intention to file the Shelf Registration
Statement (the “Filing Notice”) or (ii) when the Shelf Registration Statement
or any amendment thereto has been filed with the Commission and when the Shelf
Registration Statement or any post-effective amendment thereto has become
effective.  The Filing Notice will seek,
among other things, a determination from each such Holder as to whether


 


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such Holder elects to have its Securities
registered for sale pursuant to the Shelf Registration Statement.  For purposes of this section 2(d), notice to
The Depository Trust Company shall be sufficient to satisfy the Company’s
obligation to provide notice to the holders.


 


(e)    The Company shall furnish to each Notice
Holder included within the coverage of the Shelf Registration, without charge,
at least one copy of the Shelf Registration Statement and any post-effective
amendment thereto (other than an amendment or supplement solely with respect to
including the name of a Notice Holder in the Shelf Registration Statement, in
which case, the Company shall furnish such amendment solely to such Notice
Holder), including financial statements and schedules.


 


(f)    The Company shall, during the Shelf
Registration Period, deliver to each Notice Holder included within the coverage
of the Shelf Registration, without charge, as many copies of the Prospectus
(including each preliminary prospectus) included in the Shelf Registration
Statement and any amendment or supplement thereto as such person may reasonably
request.  The Company consents, subject
to the provisions of this Agreement, to the use of the Prospectus or any
amendment or supplement thereto by each Notice Holder of the Securities in
connection with the offering and sale of the Securities covered by the Prospectus,
or any amendment or supplement thereto, included in the Shelf Registration
Statement.


 


(g)   Prior to any public offering of the
Securities pursuant to the Shelf Registration Statement, the Company shall
register or qualify or cooperate with the Notice Holders and their respective
counsel in connection with the registration or qualification of the Securities
for offer and sale under the securities or “blue sky” laws of such states of
the United States as any Notice Holder reasonably requests in writing and do
any and all other acts or things necessary or advisable to enable the offer and
sale in such jurisdictions of the Securities covered by the Shelf Registration
Statement; provided, however, that the Company shall not be
required to (i) qualify generally to do business in any jurisdiction where
it is not then so qualified or (ii) take any action which would subject it
to general service of process or to taxation in any jurisdiction where it is
not then so subject.


 


(h)   The Company shall cooperate with the Notice
Holders to facilitate the timely preparation and delivery of certificates
representing the Securities to be sold pursuant to the Shelf Registration
Statement free of any restrictive legends and in such denominations and
registered in such names as the Notice Holders may request in writing a
reasonable period of time prior to sales of the Securities pursuant to the
Shelf Registration Statement.


 


(i)     If the Company notifies the Initial
Purchasers and the Holders in accordance with Section 2(b) above to
suspend the use of the Prospectus until the requisite changes to the Prospectus
have been made, then the Initial Purchasers and the Holders shall suspend use
of such Prospectus, and the period of effectiveness of the Shelf Registration
Statement provided for in Section 1(b) above shall be extended by the
number of days from and including the date of the giving of such notice to and
including the date when the Initial Purchasers and the Holders shall have
received such amended or supplemented Prospectus pursuant to this
Section 2(i).


 


(j)     Not later than the effective date of the
Shelf Registration Statement, the Company will provide CUSIP numbers for the
Notes and the Shares registered under the Shelf Registration Statement, and
provide the Trustee with printed certificates for such Notes, in a form
eligible for deposit with The Depository Trust Company.


 


(k)    The Company will comply with all rules and
regulations of the Commission to the extent and so long as they are applicable
to the Shelf Registration and will make generally available to its security
holders (or otherwise provide in accordance with Section 11(a) of the
Securities Act) an earnings statement satisfying the provisions of
Section 11(a) of the Securities Act, no later than 45 days after the
end of a 12-month period (or 90 days, if such period is a fiscal year)
beginning with the first month of the Company’s first fiscal quarter commencing
after the effective date of the Shelf Registration Statement, which statement
shall cover such 12-month period; provided, that if the Company files the
reports required by this Section 2(k) with the Commission and such reports
are publicly available, it shall be deemed to have satisfied its obligation to
furnish such reports to its securityholders pursuant to this Section 2(k).


 


(l)     The Company shall cause the Indenture to be
qualified under the Trust Indenture Act of 1939, as amended, in a timely manner
and containing such changes, if any, as shall be necessary for such
qualification.  In


 


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the event
that such qualification would require the appointment of a new trustee under
the Indenture, the Company shall appoint a new trustee thereunder pursuant to
the applicable provisions of the Indenture.


 


(m)   The Company may require each Holder that
proposes to sell Securities pursuant to the Shelf Registration Statement to
furnish to the Company a Notice and Questionnaire containing such information
regarding the Holder and the distribution of the Securities as the Company may
from time to time reasonably require for inclusion in the Shelf Registration
Statement, and the Company may exclude from such registration the Securities of
any Holder that unreasonably fails to furnish such information within a
reasonable time after receiving such request.


 


(n)   The Company shall enter into such customary
agreements (including, if requested, an underwriting agreement in customary
form) and take all such other actions, if any, as any Holder shall reasonably
request in order to facilitate the disposition of the Securities pursuant to
the Shelf Registration.


 


(o)   Subject to the execution of a confidentiality
agreement reasonably acceptable to the Company, the Company shall (i) make
reasonably available for inspection by the Holders, any underwriter
participating in any disposition pursuant to the Shelf Registration Statement
and any attorney, accountant or other agent retained by the Holders or any such
underwriter, all relevant financial and other records, pertinent corporate documents
and properties of the Company and (ii) cause the Company’s officers,
directors, employees, accountants and auditors to supply all relevant
information reasonably requested by the Holders or any such underwriter,
attorney, accountant or agent in connection with the Shelf Registration
Statement, in each case, as shall be reasonably necessary to enable such
persons, to conduct a reasonable investigation within the meaning of
Section 11 of the Securities Act; provided,
however, that the foregoing
inspection and information gathering shall be coordinated by one counsel
designated by and on behalf of the Initial Purchasers and the Holders as
described in Section 3 hereof.


 


(p)   The Company, if requested by any Notice
Holder covered by the Shelf Registration Statement, shall cause (i) its
counsel to deliver an opinion and updates thereof relating to the Securities in
customary form addressed to such Notice Holders and the managing underwriters,
if any, thereof and dated, in the case of the initial opinion, the effective
date of the Shelf Registration Statement (it being agreed that the matters to
be covered by such opinion shall include, without limitation, the due
incorporation and good standing of the Company and its subsidiaries; the
qualification of the Company and its subsidiaries to transact business as
foreign corporations; the due authorization, execution and delivery of the
relevant agreement of the type referred to in Section 2(n) hereof; the due
authorization, execution, authentication and issuance, and the validity and
enforceability, of the Securities; the absence to such counsel’s knowledge of
material legal or governmental proceedings involving the Company and its
subsidiaries; the absence of governmental approvals required to be obtained in
connection with the Shelf Registration Statement, the offering and sale of the
Securities, or any agreement of the type referred to in Section 2(n)
hereof; the compliance as to form of the Shelf Registration Statement and any
documents incorporated by reference therein and of the Indenture with the
requirements of the Securities Act and the Trust Indenture Act, respectively;
and, as of the date of the opinion and as of the effective date of the Shelf
Registration Statement or most recent post-effective amendment thereto, as the
case may be, the absence from the Shelf Registration Statement and the
Prospectus included therein, as then amended or supplemented, and from any
documents incorporated by reference therein of an untrue statement of a
material fact or the omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading (in
the case of any such documents, in the light of the circumstances existing at
the time that such documents were filed with the Commission under the Exchange
Act of 1934, as amended (the “Exchange Act”)); (ii) its officers to
execute and deliver all customary documents and certificates and updates
thereof reasonably requested by any underwriters of the Securities; and (iii) its
independent public accountants and the independent public accountants with
respect to any other entity for which financial information is provided in the
Shelf Registration Statement to provide to the Notice Holders and any
underwriter therefor a comfort letter in customary form and covering matters of
the type customarily covered in comfort letters in connection with primary
underwritten offerings, subject to receipt of appropriate documentation as
contemplated, and only if permitted, by Statement of Auditing Standards
No. 72.


 


(q)   The Company shall use commercially reasonable
efforts to take all other steps necessary to effect the registration of the
Securities covered by the Shelf Registration Statement contemplated hereby.


 


 


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3.     Registration Expenses.  (a) Subject to Section 8 hereof, all
expenses incident to the Company’s performance of and compliance with this
Agreement will be borne by the Company, regardless of whether the Shelf
Registration Statement is ever filed or becomes effective, including without
limitation:


 


(i)       all registration and
filing fees and expenses;


 


(ii)      all fees and expenses of
compliance with federal securities and state “blue sky” or securities laws;


 


(iii)     all expenses of printing
(including printing of prospectuses), messenger and delivery services and
telephone;


 


(iv)    all fees and disbursements
of counsel for the Company;


 


(v)     all application and filing fees in
connection with listing the Securities on a national securities exchange or
automated quotation system pursuant to the requirements hereof; and


 


(vi)    all fees and disbursements of independent
certified public accountants of the Company (including the expenses of any
special audit and comfort letters required by or incident to such performance).


 


The Company will bear its internal expenses
(including, without limitation, all salaries and expenses of its officers and
employees performing legal or accounting duties), the expenses of any annual
audit and the fees and expenses of any person, including special experts,
retained by the Company.


 


(b)   In connection with the Shelf Registration
Statement required by this Agreement, the Company will reimburse the Initial
Purchasers and the Notice Holders of Registrable Securities who are selling or
reselling Securities pursuant to the “Plan of Distribution” contained in the
Shelf Registration Statement for the reasonable fees and disbursements of not
more than one counsel.


 


4.     Indemnification.  (a)  The Company agrees to
indemnify and hold harmless each Notice Holder and each person, if any, who
controls such Notice Holder within the meaning of the Securities Act or the
Exchange Act (each Notice Holder, and such controlling persons are referred to
collectively as the “Indemnified Parties”) from and against any losses, claims,
damages or liabilities, joint or several, or any actions in respect thereof
(including, but not limited to, any losses, claims, damages, liabilities or
actions relating to purchases and sales of the Securities) to which each
Indemnified Party may become subject under the Securities Act, the Exchange Act
or otherwise, insofar as such losses, claims, damages, liabilities or actions
arise out of or are based upon any untrue statement or alleged untrue statement
of a material fact contained in the Shelf Registration Statement or Prospectus
or in any amendment or supplement thereto or in any preliminary prospectus
relating to the Shelf Registration, or arise out of, or are based upon, the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
shall reimburse, as incurred, the Indemnified Parties for any legal or other
expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action in respect thereof;
provided, however, that (i) the Company shall
not be liable in any such case to the extent that such loss, claim, damage or
liability arises out of or is based upon any untrue statement or alleged untrue
statement or omission or alleged omission made in the Shelf Registration
Statement or Prospectus or in any amendment or supplement thereto or in any
preliminary prospectus relating to the Shelf Registration in reliance upon and
in conformity with written information pertaining to such Notice Holder and
furnished to the Company by or on behalf of such Notice Holder specifically for
inclusion therein and (ii) with respect to any untrue statement or
omission or alleged untrue statement or omission made in any preliminary
prospectus relating to the Shelf Registration Statement, the indemnity
agreement contained in this subsection (a) shall not inure to the benefit
of any Notice Holder from whom the person asserting any such losses, claims,
damages or liabilities purchased the Securities concerned, to the extent that a
prospectus relating to such Securities was required to be delivered by such
Notice Holder under the Securities Act in connection with such purchase and any
such loss, claim, damage or liability of such Notice Holder results from the
fact that there was not sent or given to such person, at or prior to the
written confirmation of the sale of such Securities to such person, a copy of
the final


 


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Prospectus if the Company had previously furnished
copies thereof to such Notice Holder; provided
further, however, that
this indemnity agreement will be in addition to any liability which the Company
may otherwise have to such Indemnified Party. 
The Company shall also indemnify underwriters, their officers and
directors and each person who controls such underwriters within the meaning of
the Securities Act or the Exchange Act to the same extent as provided above
with respect to the indemnification of the Notice Holders of the Securities if
requested by such Notice Holders.


 


(b)   Each Notice Holder, severally and not
jointly, will indemnify and hold harmless the Company and each person, if any,
who controls the Company within the meaning of the Securities Act or the
Exchange Act from and against any losses, claims, damages or liabilities or any
actions in respect thereof, to which the Company or any such controlling person
may become subject under the Securities Act, the Exchange Act or otherwise,
insofar as such losses, claims, damages, liabilities or actions arise out of or
are based upon any untrue statement or alleged untrue statement of a material
fact contained in the Shelf Registration Statement or Prospectus or in any
amendment or supplement thereto or in any preliminary prospectus relating to
the Shelf Registration, or arise out of or are based upon the omission or
alleged omission to state therein a material fact necessary to make the
statements therein not misleading, but in each case only to the extent that the
untrue statement or omission or alleged untrue statement or omission was made
in reliance upon and in conformity with written information pertaining to such
Notice Holder and furnished to the Company by or on behalf of such Notice
Holder specifically for inclusion therein; and, subject to the limitation set
forth immediately preceding this clause, shall reimburse, as incurred, the
Company for any legal or other expenses reasonably incurred by the Company or any
such controlling person in connection with investigating or defending any loss,
claim, damage, liability or action in respect thereof.  This indemnity agreement will be in addition
to any liability which such Notice Holder may otherwise have to the Company or
any of its controlling persons.


 


(c)    Promptly after receipt by an indemnified
party under this Section 4 of notice of the commencement of any action or
proceeding (including a governmental investigation), such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying
party under this Section 4, notify the indemnifying party of the
commencement thereof; but the omission so to notify the indemnifying party will
not, in any event, relieve the indemnifying party from any obligations to any
indemnified party other than the indemnification obligations provided in
paragraph (a) or (b) above.  In
case any such action is brought against any indemnified party, and it notifies
the indemnifying party of the commencement thereof, the indemnifying party will
be entitled to participate therein and, to the extent that it may wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel reasonably satisfactory to such indemnified party (who
shall not, except with the consent of the indemnified party, be counsel to the
indemnifying party), and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof the
indemnifying party will not be liable to such indemnified party under this
Section 4 for any legal or other expenses, other than reasonable costs of
investigation, subsequently incurred by such indemnified party in connection
with the defense thereof.  No
indemnifying party shall, without the prior written consent of the indemnified
party, effect any settlement of any pending or threatened action in respect of
which any indemnified party is or could have been a party and indemnity could
have been sought hereunder by such indemnified party unless such settlement
includes an unconditional release of such indemnified party from all liability
on any claims that are the subject matter of such action, and does not include
a statement as to or an admission of fault, culpability or a failure to act by
or on behalf of any indemnified party.


 


(d)   If the indemnification provided for in this
Section 4 is unavailable or insufficient to hold harmless an indemnified
party under subsections (a) or (b) above, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result
of the losses, claims, damages or liabilities (or actions in respect thereof)
referred to in subsection (a) or (b) above (i) in such proportion as is
appropriate to reflect the relative benefits received by the indemnifying party
or parties on the one hand and the indemnified party on the other from the
exchange of the Securities, pursuant to the Shelf Registration, or (ii) if the
allocation provided by the foregoing clause (i) is not permitted by applicable
law, in such proportion as is appropriate to reflect not only the relative
benefits referred to in clause (i) above but also the relative fault of the
indemnifying party or parties on the one hand and the indemnified party on the
other in connection with the statements or omissions that resulted in such
losses, claims, damages or liabilities (or actions in respect thereof) as well
as any other relevant equitable considerations.  The relative fault of the parties shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact


 


7

















 


relates
to information supplied by the Company on the one hand or such Notice Holder or
such other indemnified party, as the case may be, on the other, and the
parties’ relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. 
The amount paid by an indemnified party as a result of the losses,
claims, damages or liabilities referred to in the first sentence of this
subsection (d) shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any action or claim which is the subject of this
subsection (d).  Notwithstanding
any other provision of this Section 4(d), the Notice Holders shall not be
required to contribute any amount in excess of the amount by which the net
proceeds received by such Notice Holders from the sale of the Securities
pursuant to the Shelf Registration Statement exceeds the amount of damages
which such Notice Holders have otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission.  No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities
Act) shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation.  For
purposes of this paragraph (d), each person, if any, who controls such
indemnified party within the meaning of the Securities Act or the Exchange Act
shall have the same rights to contribution as such indemnified party and each
person, if any, who controls the Company within the meaning of the Securities
Act or the Exchange Act shall have the same rights to contribution as the
Company.


 


(e)    The agreements contained in this
Section 4 shall survive the sale of the Securities pursuant to the Shelf
Registration Statement and shall remain in full force and effect, regardless of
any termination or cancellation of this Agreement or any investigation made by
or on behalf of any indemnified party.


 


5.     Holders’
Obligations.  Each Holder
agrees, by acquisition of the Registrable Securities, that no Holder of
Registrable Securities shall be entitled to sell any of such Registrable
Securities pursuant to a Registration Statement or to receive a prospectus
relating thereto, unless such Holder has furnished the Company with a Notice
and Questionnaire as required pursuant to Section 1(d) hereof and the
information set forth in the next sentence. Each Notice Holder agrees promptly
to furnish to the Company all information required to be disclosed in order to
make the information previously furnished to the Company by such Notice Holder
not misleading and any other information regarding such Notice Holder and the
distribution of such Registrable Securities as the Company may from time to
time reasonably request.  Any sale of
any Registrable Securities by any Holder shall constitute a representation and
warranty by such Holder that the information relating to such Holder and its
plan of distribution is as set forth in the Prospectus delivered by such Holder
in connection with such disposition, that such Prospectus does not as of the
time of such sale contain any untrue statement of a material fact relating to
or provided by such Holder or its plan of distribution and that such Prospectus
does not as of the time of such sale omit to state any material fact relating
to or provided by such Holder or its plan of distribution necessary to make the
statements in such Prospectus, in the light of the circumstances under which
they were made, not misleading.  Each
Holder agrees that within ten (10) Business Days of any sale, disposition or
other transfer of Securities, whether pursuant to a Registration Statement or
exemption from registration under the Securities Act, such Holder shall provide
written notice to the Company specifying the amount of Securities sold,
disposed of or transferred and the name and address of the transferee of such
Securities.


 


6.     Interest on the Notes Under Certain Circumstances.  (a)  Interest (the “Interest”) with
respect to the Notes shall be assessed as follows if any of the following
events occur (each such event in clauses (i) through (iii) below being
herein called a “Registration
Default”):


 


(i)            the
Shelf Registration Statement required by this Agreement is not filed with the
Commission on or prior to the Filing Deadline;


 


(ii)           the
Shelf Registration Statement required by this Agreement is not declared
effective by the Commission on or prior to the applicable Effectiveness
Deadline; or


 


(iii)          the
Shelf Registration Statement required by this Agreement has been declared
effective by the Commission but (A) the Shelf Registration Statement
thereafter ceases to be effective or (B) the Prospectus contained therein
ceases to be usable in connection with resales of Registrable Securities during
the periods specified herein (other than pursuant to Section 1(c) hereof)
and (1) unless the Company declares a Suspension Period is in effect, the
Company fails to cure the Shelf Registration Statement within five (5) Business
Days by a post-effective amendment or a report filed pursuant to the Exchange
Act or 


 


8

















 


(2) if applicable, the Company does not terminate
the Suspension Period by the 45th or 90th day, as the case may be.


 


Each of the foregoing will constitute a
Registration Default whatever the reason for any such event and whether it is
voluntary or involuntary or is beyond the control of the Company or pursuant to
operation of law or as a result of any action or inaction by the Commission.


 


Interest shall accrue on the
Notes from and including the date on which any such Registration Default shall
occur to, but excluding, the date on which all such Registration Defaults have
been cured, at a rate of 0.50% per annum for the Notes (the “Interest Rate”) and, if applicable, on an equivalent basis per share
(subject to adjustment in the case of stock splits, stock recombinations, stock
dividends and the like) of Shares issuable upon conversion of the Notes.


 


(b)   A Registration Default referred to in
Section 6(a)(iii) hereof shall be deemed not to have occurred and be
continuing in relation to the Shelf Registration Statement or the related
Prospectus if (i) such Registration Default has occurred solely as a
result of (x) the filing of a post-effective amendment to the Shelf
Registration Statement to incorporate annual audited financial information with
respect to the Company where such post-effective amendment is not yet effective
and needs to be declared effective to permit Notice Holders to use the related
Prospectus or (y) other material events, with respect to the Company that would
need to be described in such Shelf Registration Statement or the related
Prospectus and (ii) in the case of clause (y), the Company is proceeding
promptly and in good faith to amend or supplement the Shelf Registration
Statement and related Prospectus to describe such events; provided, however,
that in any case if such Registration Default occurs for a continuous period in
excess of 30 days, Interest shall be payable in accordance with the above
paragraph from the day such Registration Default occurs until such
Registration Default is cured.


 


(c)    Any amounts of Interest due pursuant to
Section 6(a) will be payable in cash to Holders on June 15 and December 15
to record holders on June 1 and December 1.


 


(d)     “Registrable Securities” means
each Security until (i) the date on which such Security has been
effectively registered under the Securities Act and disposed of in accordance
with the Shelf Registration Statement or (ii) the date on which such
Security is distributed to the public pursuant to Rule 144 under the
Securities Act or is saleable pursuant to Rule 144(k) under the Securities
Act.


 


7.     Rules 144 and 144A.  The Company shall use its best efforts to
file the reports required to be filed by it under the Securities Act and the
Exchange Act in a timely manner and, if at any time the Company is not required
to file such reports, it will, upon the request of any Holder, make publicly
available other information so long as necessary to permit sales of their
securities pursuant to Rules 144 and 144A.  The Company covenants that it will take such further action as
any Holder may reasonably request, all to the extent required from time to time
to enable such Holder to sell Securities without registration under the
Securities Act within the limitation of the exemptions provided by
Rules 144 and 144A (including the requirements of
Rule 144A(d)(4)).  The Company will
provide a copy of this Agreement to prospective purchasers of Securities identified
to the Company by the Initial Purchasers upon request.  Upon the request of any Holder, the Company
shall deliver to such Holder a written statement as to whether it has complied
with such requirements.  Notwithstanding
the foregoing, nothing in this Section 7 shall be deemed to require the
Company to register any of its securities pursuant to the Exchange Act.


 


8.     Underwritten Registrations.  If any of the Registrable Securities covered
by the Shelf Registration are to be sold in an underwritten offering, the
investment banker or investment bankers and manager or managers that will
administer the offering (“Managing Underwriters”) will be
selected by the Notice Holders of a majority in aggregate principal amount of
such Registrable Securities to be included in such offering (provided that
Holders of Shares issued upon conversion of the Notes shall not be deemed
Holders of Shares, but shall be deemed to be Holders of the aggregate principal
amount of the Notes from which such Shares were converted).


 


No person may participate in
any underwritten registration hereunder unless such person (i) agrees to sell
such person’s Registrable Securities on the basis reasonably provided in any
underwriting arrangements approved by the persons entitled hereunder to approve
such arrangements and (ii) completes and executes all questionnaires,


 


9

















 


powers of attorney, indemnities, underwriting
agreements and other documents reasonably required under the terms of such
underwriting arrangements.


 


Notwithstanding any other
provisions of this Agreement to the contrary, the Company shall not be required
to pay the expenses of an underwritten offering of Registrable Securities
pursuant to this Section 8 unless such underwritten offering is for Registrable
Securities in the aggregate principal amount of at least $50,000,000 and shall
not be required to pay any underwriter discount, commission or similar fees
related to the sale of the Registrable Securities.


 


9.     Miscellaneous.


 


(a)    Remedies. 
The Company acknowledges and agrees that any failure by the Company to
comply with its obligations under Section 1 hereof may result in material
irreparable injury to the Initial Purchasers or the Holders for which there is
no adequate remedy at law, that it will not be possible to measure damages for
such injuries precisely and that, in the event of any such failure, the Initial
Purchasers or any Holder may obtain such relief as may be required to
specifically enforce the Company’s obligations under Section 1
hereof.  The Company further agrees to
waive the defense in any action for specific performance that a remedy at law
would be adequate.


 


(b)   No Inconsistent Agreements.  The Company will not on or after the date of
this Agreement enter into any agreement with respect to its securities that is
inconsistent with the rights granted to the Holders in this Agreement or
otherwise conflicts with the provisions hereof.  The rights granted to the Holders hereunder do not in any way
conflict with and are not inconsistent with the rights granted to the holders
of the Company’s securities under any agreement in effect on the date hereof.


 


(c)    Amendments and Waivers.  The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given, except by the Company and the written
consent of the Holders of a majority in principal amount of the Registrable
Securities (provided that the Holders of Shares issued upon conversion of the
Notes shall not be deemed Holders of Shares, but shall be deemed to be Holders
of the aggregate principal amount of Notes from which such Shares was
converted) affected by such amendment, modification, supplement, waiver or
consents.


 


(d)   Notices. 
All notices and other communications provided for or permitted hereunder
shall be made in writing by hand delivery, first-class mail, facsimile
transmission, or air courier which guarantees overnight delivery:


 


(1)      if to a Holder, that is not a Notice Holder, at the most
current address given by such Holder to the Company.


 


(2)      if to a Notice Holder, at the most current address given by
such Holder to the Company in a Notice and Questionnaire or any amendment
thereto.


 


(3)      if to the Initial Purchasers:


 


	
   

  	
  Credit Suisse First Boston
  LLC

  
	
   

  	
  Eleven Madison Avenue

  
	
   

  	
  New York, NY 10010-3629

  
	
   

  	
  Fax No.:  (212) 325-8278

  
	
   

  	
  Attention:  Transactions Advisory Group

  
	
   

  	
   

  
	
  with
  a copy to: 

  	
   

  
	
   

  	
   

  
	
   

  	
  Shearman & Sterling

  
	
   

  	
  555 California Street

  
	
   

  	
  San Francisco, CA  94104-1522

  
	
   

  	
  Fax No.: (415) 616-1199

  
	
   

  	
  Attention:  John D. Wilson

  



 


10

















 


(4)      if to the Company, at its address as follows:


 


	
   

  	
  FEI Company

  
	
   

  	
  7451 NW Evergreen Parkway

  
	
   

  	
  Hillsboro, OR  97124-5830

  
	
   

  	
  Fax No.: (503) 640-7570

  
	
   

  	
  Attention:  General Counsel

  
	
   

  	
   

  
	
  with
  a copy to: 

  	
   

  
	
   

  	
   

  
	
   

  	
  Wilson Sonsini Goodrich
  & Rosati

  
	
   

  	
  650 Page Mill Road

  
	
   

  	
  Palo Alto, CA  94304-1001

  
	
   

  	
  Fax No.: (650) 496-4367

  
	
   

  	
  Attention:  John A. Fore

  



 


All such notices and
communications shall be deemed to have been duly given:  at the time delivered by hand, if personally
delivered; three (3) Business Days after being deposited in the mail, postage
prepaid, if mailed; when receipt is acknowledged by recipient’s facsimile machine
operator, if sent by facsimile transmission; and on the day delivered, if
sent by overnight air courier guaranteeing next day delivery.


 


(e)    Third Party Beneficiaries.  The Holders shall be third party
beneficiaries to the agreements made hereunder between the Company, on the one
hand, and the Initial Purchasers, on the other hand, and shall have the right
to enforce such agreements directly to the extent they may deem such
enforcement necessary or advisable to protect their rights or the rights of
Holders hereunder.


 


(f)    Successors and Assigns.  This Agreement shall be binding upon the
Company and its successors and assigns.


 


(g)   Counterparts.  This Agreement may be executed in any number of counterparts and
by the parties hereto in separate counterparts, each of which when so executed
shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.


 


(h)   Headings. 
The headings in this Agreement are for convenience of reference only and
shall not limit or otherwise affect the meaning hereof.


 


(i)     Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.


 


(j)     Severability.  If any one or more of the provisions contained herein, or the
application thereof in any circumstance, is held invalid, illegal or
unenforceable, the validity, legality and enforceability of any such provision
in every other respect and of the remaining provisions contained herein shall
not be affected or impaired thereby.


 


(k)    Securities Held by the Company.  Whenever the consent or approval of Holders
of a specified percentage of principal amount of Securities is required
hereunder, Securities held by the Company or its affiliates (other than
subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates
solely by reason of their holdings of such Securities) shall not be counted in
determining whether such consent or approval was given by the Holders of such
required percentage.


 


11

















 


If the foregoing is in
accordance with your understanding of our agreement, please sign and return to
the Company a counterpart hereof, whereupon this instrument, along with all
counterparts, will become a binding agreement between the Initial Purchasers
and the Company in accordance with its terms.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  FEI COMPANY

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Vahé A. Sarkissian

  
	
   

  	
  Name:

  	
   

  	
  Vahé A. Sarkissian

  
	
   

  	
  Title:

  	
   

  	
  Chairman, Chief Executive
  Officer and President

  



 


The
foregoing Registration Rights Agreement

is hereby confirmed and accepted as of the

date first above written.


 


	
  CREDIT SUISSE FIRST BOSTON
  LLC

  GOLDMAN, SACHS & CO.

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  CREDIT SUISSE FIRST BOSTON
  LLC

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ John Hodge

  	
   

  
	
  Name:

  	
  John Hodge

  	
   

  
	
  Title:

  	
  Managing Director

  	
   

  



 


 


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