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


 


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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


 


4

















 


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 (2)


 


8

















 


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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