ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH COHERENT, INC. (THE
"COMPANY") OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR
ANY PREDECESSOR OF SUCH SECURITY) (THE "RESALE RESTRICTION TERMINATION DATE")
ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A
REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE
144A, TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER AS
DEFINED IN RULE
(1)
This paragraph should be included only if the Security is a Global
Security.
(2)
These paragraphs to be included only if the Security is a Restricted
Security.
A-1
144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, OR (D) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND
THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE
(D) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF
AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO
EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE
OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS
COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE.
THIS LEGEND WILL BE
REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION
DATE.(2)
THE HOLDER OF THIS SECURITY IS ENTITLED TO THE BENEFITS OF A REGISTRATION RIGHTS
AGREEMENT (AS SUCH TERM IS DEFINED IN THE INDENTURE REFERRED TO ON THE REVERSE
HEREOF) AND, BY ITS ACCEPTANCE HEREOF, AGREES TO BE BOUND BY AND TO COMPLY WITH
THE PROVISIONS OF SUCH REGISTRATION RIGHTS AGREEMENT.(2)
A-2
COHERENT, INC.
2.75% Convertible Subordinated Notes due 2011
No. [
]
CUSIP: [Insert]
Coherent, Inc., a Delaware corporation, promises to pay to Cede & Co. or
registered assigns the principal amount of one hundred seventy five million
dollars ($175,000,000) on March 1, 2011.
This Security shall bear interest as specified on the other side of this
Security.
This Security is convertible as specified on the other side of this
Security.
Additional provisions of this Security are set forth on the other side of this
Security.
Dated:
March 13, 2006
SIGNATURE PAGE FOLLOWS
A-3
IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.
COHERENT, INC.
By:
Name:
Title:
Dated:
March 13, 2006
Trustee's Certificate of Authentication:
This is one of the Securities referred
to in the within-mentioned Indenture.
U.S. BANK NATIONAL ASSOCIATION
as Trustee
By:
Authorized Signatory
A-4
[FORM OF REVERSE SIDE OF SECURITY)
COHERENT, INC.
CONVERTIBLE SUBORDINATED NOTES DUE 2011
1.
INTEREST
Coherent, Inc., a Delaware corporation (the "Company", which term shall include
any successor corporation under the Indenture hereinafter referred to), promises
to pay