AMENDMENT NUMBER TWO TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • March 31st, 1998 • Fei Co • Special industry machinery, nec • Washington
EXHIBIT 2.2 LETTER AGREEMENTLetter Agreement • November 22nd, 1996 • Fei Co • Special industry machinery, nec • New York
RECITALSEmployment Agreement • July 15th, 2002 • Fei Co • Laboratory analytical instruments • New York
EXHIBIT 2.3 LETTER AGREEMENTLetter Agreement • March 5th, 1997 • Fei Co • Special industry machinery, nec • New York
LEASELease • March 31st, 1998 • Fei Co • Special industry machinery, nec
EXHIBIT 10.15 EMPLOYMENT AGREEMENT This Employment Agreement, effective as of August 12, 1999, by and between FEI Company, an Oregon corporation ("Employer"), and Nicholas P. Economou, an individual ("Employee"). IN CONSIDERATION OF the mutual...Employment Agreement • March 30th, 2000 • Fei Co • Special industry machinery, nec • Oregon
RESTRICTED STOCK PURCHASE AGREEMENT This Agreement is entered into as of June 25, 1998 between FEI Company, an Oregon corporation ("FEI"), and Vahe' Sarkissian (the "Recipient"). FEI has granted to the Recipient the right to purchase 150,620 shares...Restricted Stock Purchase Agreement • March 25th, 1999 • Fei Co • Special industry machinery, nec • Oregon
EMPLOYMENT AGREEMENT AGREEMENT, effective as of August 1, 1997, by and between FEI Company, an Oregon corporation ("Employer"), and Karel D. van der Mast, an individual ("Employee"). IN CONSIDERATION OF the mutual covenants herein contained, and other...Employment Agreement • November 12th, 1997 • Fei Co • Special industry machinery, nec • New York
FEI COMPANY and MELLON INVESTOR SERVICES LLC, as Rights Agent PREFERRED STOCK RIGHTS AGREEMENT Dated as of July 21, 2005Preferred Stock Rights Agreement • July 27th, 2005 • Fei Co • Laboratory analytical instruments • Oregon
This Preferred Stock Rights Agreement (the “Agreement”) is dated as of July 21, 2005, between FEI Company, an Oregon corporation, and Mellon Investor Services LLC as Rights Agent.
100,000,000 Revolving Loan CREDIT AGREEMENT dated as of June 4, 2008 among FEI COMPANY The Guarantors Party Hereto, The Lenders Party Hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, J.P. MORGAN EUROPE LIMITED, as Alternative Currency...Credit Agreement • June 10th, 2008 • Fei Co • Laboratory analytical instruments • New York
Each change in the Applicable Margin shall take effect on each date on which such financial statements and Compliance Certificate are required to be delivered pursuant to Section 5.01, commencing with the date on which such financials statements and Compliance Certificate are required to be delivered for the four-quarter period ending June 30, 2008 whether or not said date occurs during an Interest Period. Notwithstanding the foregoing, for the period from the Effective Date through the date the financial statements and Compliance Certificate are required to be delivered pursuant to Section 5.01 for the fiscal quarter ended June 30, 2008, the Applicable Margin shall be determined at Level V. In the event that any financial statement delivered pursuant to Section 5.01(b) is shown to be inaccurate when delivered (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application o
CREDIT AGREEMENT dated as of March 24, 2016 among FEI COMPANY, FEI ELECTRON OPTICS INTERNATIONAL B.V. and FEI ELECTRON OPTICS B.V., as Borrowers, The Guarantors Party Hereto, The Lenders Party Hereto, JPMORGAN CHASE BANK, N.A., as Administrative...Credit Agreement • March 29th, 2016 • Fei Co • Laboratory analytical instruments • New York
CREDIT AGREEMENT (this “Agreement”) dated as of March 24, 2016 (the “Effective Date”), among FEI Company, FEI Electron Optics International B.V. and FEI Electron Optics B.V., as Borrowers, the Guarantors party hereto, the Lenders party hereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A., as Syndication Agent and U.S. Bank National Association, as Documentation Agent.
Registration Rights AgreementRegistration Rights Agreement • May 23rd, 2006 • Fei Co • Laboratory analytical instruments • New York
This Agreement is made pursuant to the Purchase Agreement, dated as of May 15, 2006, among the Company and the Initial Purchasers (the ”Purchase Agreement”), which provides for the sale by the Company to the Initial Purchasers of an aggregate of $100,000,000 aggregate principal amount ($115,000,000 principal amount if the Initial Purchasers exercise their option in full) of the Company’s 2.875% Convertible Subordinated Notes due 2013 (the ”Securities”). In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement.
STOCK BONUS AGREEMENT This Agreement is entered into as of June 25, 1998 between FEI Company, an Oregon corporation ("FEI"), and Vahe' Sarkissian (the "Recipient"). FEI has awarded a stock bonus of 50,000 shares to the Recipient pursuant to paragraph...Stock Bonus Agreement • March 25th, 1999 • Fei Co • Special industry machinery, nec • Oregon
FEI COMPANY Common Stock UNDERWRITING AGREEMENTFei Co • April 23rd, 2001 • Laboratory analytical instruments • New York
CREDIT SUISSE FIRST BOSTON CORPORATION PRUDENTIAL SECURITIES INCORPORATED WELLS FARGO VAN KASPER NEEDHAM & COMPANY, INC. As Representatives of the Several Underwriters, c/o Credit Suisse First Boston Corporation, Eleven Madison Avenue, New York, N.Y. 10010-3629
REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • November 12th, 1997 • Fei Co • Special industry machinery, nec • Washington
EXHIBIT 2.1Combination Agreement • November 22nd, 1996 • Fei Co • Special industry machinery, nec • New York
ARTICLE IInvestor Agreement • July 15th, 2002 • Fei Co • Laboratory analytical instruments • New York
FEI COMPANY (an Oregon corporation) 8,406,007 Shares of Common Stock PURCHASE AGREEMENTPurchase Agreement • December 15th, 2006 • Fei Co • Laboratory analytical instruments • New York
Re: Account Number WI-26904 (the “Account”) ADDENDUM TO CREDIT LINE AGREEMENTFei Co • May 7th, 2009 • Laboratory analytical instruments
The attached “Credit Line Agreement” sets forth certain terms related to the extension of credit by UBS Bank USA (“The “Bank”) with respect to certain assets held through the above-referenced non-discretionary corporate cash management Account with UBS Financial Services Inc. (the “Firm”). The party signing this Addendum as Client where indicated below (the “Client”) understands and agrees that, notwithstanding anything to the contrary contained in either the Credit Line Agreement (including without limitation Section 19 of the Credit Line Agreement) or the existing Corporate Cash Management Account Agreement applicable to the Account, as amended from time to time (the “Account Agreement”), the terms of the Credit Line Agreement supplement, but do not replace, the existing Account Agreement as follows: (i) the terms of the Credit Line Agreement (as amended from time to time, in accordance with its terms) shall govern with respect to any matters, issues or disputes related directly to,
EXECUTION VERSION AGREEMENT AND PLAN OF MERGER dated as of May 26, 2016 among FEI COMPANY, THERMO FISHER SCIENTIFIC INC. and POLPIS MERGER SUB CO.Agreement and Plan of Merger • June 2nd, 2016 • Fei Co • Laboratory analytical instruments • Oregon
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 26, 2016, among FEI Company, an Oregon corporation (the “Company”), Thermo Fisher Scientific Inc., a Delaware corporation (“Parent”), and Polpis Merger Sub Co., an Oregon corporation and a wholly-owned Subsidiary of Parent (“Merger Subsidiary”).
AMENDED AND RESTATED EXECUTIVE SEVERANCE AGREEMENT December 16, 2008Executive Severance Agreement • February 20th, 2009 • Fei Co • Laboratory analytical instruments • Oregon
FEI considers the establishment and maintenance of a sound and vital management to be essential to protecting and enhancing the best interests of FEI and its shareholders. FEI recognizes that, as is the case with many publicly held corporations, the possibility of a change of control may exist and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of FEI and its shareholders. In order to induce Executive to remain employed by FEI in the face of uncertainties about the long-term strategies of FEI and possible change of control of FEI and their potential impact on Executive’s position with FEI, this Amended and Restated Executive Severance Agreement (“Agreement”), which has been approved by the Board of Directors of FEI, sets forth the severance benefits that FEI will provide to Executive in the event Executive’s employment by FEI is terminated under the circumst
STAND-ALONE RESTRICTED STOCK UNIT AGREEMENTFei Co • August 4th, 2006 • Laboratory analytical instruments • Oregon
Exhibit 2.1 AGREEMENT AND PLAN OF MERGERVoting Agreement • July 15th, 2002 • Fei Co • Laboratory analytical instruments • Delaware
TERMINATION AGREEMENTTermination Agreement • January 9th, 2003 • Fei Co • Laboratory analytical instruments • Delaware
This TERMINATION AGREEMENT (this "Agreement") is made as of January 8, 2003, by and among Veeco Instruments Inc., a Delaware corporation ("Veeco"), Venice Acquisition Corp., a Delaware corporation ("Acquisition") and FEI Company, an Oregon corporation ("FEI").
AMENDMENT TO THE FEI COMPANY NON-NEGOTIABLE PROMISSORY NOTE (STOCK PURCHASE)Fei Co • November 26th, 2002 • Laboratory analytical instruments • Oregon
This Amendment to the Note (as defined hereafter) is made as of June 24, 2002 by and between FEI Company, an Oregon corporation (the “Company”), and Vahe Sarkissian, an individual (“Maker”).
AGREEMENT ON FUTURE LEASE AGREEMENT AND ON RIGHTS AND DUTIES IN CONNECTION WITH ACQUISITION AND DEVELOPMENT OF LANDAgreement on Future Lease Agreement and on Rights and Duties • June 6th, 2012 • Fei Co • Laboratory analytical instruments
This Agreement on Future Lease Agreement and on Rights and Duties in Connection with Acquisition and Development of Land (hereinafter referred to as the "Agreement") is entered into pursuant to Sections 289 et seq. of Act No. 513/1991 Coll., the Commercial Code, as amended, by the following parties:
AGREEMENTAgreement • March 28th, 2003 • Fei Co • Laboratory analytical instruments
in the case of a breach of the Lessee’s financial obligations under the Lease Agreement, the amount of such claim has been independently certified by Deloitte & Touche, Prague office or such other firm of similar global standing as the Lessor may in its discretion appoint and a true copy of such certificate is appended to the Lessor’s claim,
SECURITY AND PLEDGE AGREEMENT dated as of June 4, 2008 among FEI COMPANY, THE GUARANTORS PARTY HERETO and JPMORGAN CHASE BANK, N.A. not in its individual capacity, but solely as Administrative AgentSecurity and Pledge Agreement • June 10th, 2008 • Fei Co • Laboratory analytical instruments • New York
This SECURITY AND PLEDGE AGREEMENT (this “Agreement”) dated as of June 4, 2008, is among FEI Company, an Oregon corporation (“Borrower”), the Guarantors party hereto (together with the Borrower, the “Debtors”), and JPMorgan Chase Bank, N.A., as Administrative Agent under the Credit Agreement (as herein defined), not in its individual capacity, but solely as collateral agent for the Lenders and other Secured Parties (as such terms are defined herein) (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
ADDENDUM TO CREDIT LINE ACCOUNT APPLICATION AND AGREEMENTFei Co • May 7th, 2009 • Laboratory analytical instruments
This Addendum (this “Addendum”) is attached to, incorporated by reference into and is fully a part of the Credit Line Account Application and Agreement between UBS Bank USA (the “Bank”) and the borrower named in the signature area below (the “Borrower”), dated as of the date hereof (as amended or otherwise modified from time to time, the “Agreement”). This Addendum and the Agreement shall not become effective and binding upon the Bank until this Addendum has been executed by the Borrower and accepted by the Bank at its home office. Any conflict between the terms of the Agreement and this Addendum shall be resolved in accordance with the terms of this Addendum. Defined terms used herein to have the respective meanings set forth in the Agreement unless otherwise defined in this Addendum.
PURCHASE AGREEMENTPurchase Agreement • May 23rd, 2006 • Fei Co • Laboratory analytical instruments • New York
The Notes will be convertible into fully paid, nonassessable shares of common stock of the Company, no par value per share (the ”Common Stock”), on the terms, and subject to the conditions, set forth in the Indenture (as defined below). As used herein, “Conversion Shares” means the shares of Common Stock into which the Notes are convertible, and each Conversion Share will have attached thereto the right to purchase one one-thousandth (0.001) of a share of the Series A Participating Preferred Stock of the Company (each, a ”Right”), issuable by the Company pursuant to the Preferred Stock Rights Agreement by and between the Company and Mellon Investor Services LLC, as rights agent, dated as of July 21, 2005. The Notes will be issued pursuant to an indenture (the ”Indenture”) to be dated as of the First Delivery Date (as defined in Section 2(a)), between the Company and The Bank of New York Trust Company, a California state chartered banking corporation (the ”Trustee”).
RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • August 4th, 2006 • Fei Co • Laboratory analytical instruments • Oregon
FEI Company (the “Company”) hereby grants you, [Name] (the “Employee”), an award of Restricted Stock Units under the Company’s 1995 Stock Incentive Plan (the “Plan”). The date of this Restricted Stock Unit Agreement (the “Agreement”) is [DATE] (the “Grant Date”). Subject to the provisions of Appendix A (attached) and of the Plan, the principal features of this award are as follows:
LEASE FOR OFFICE SPACE and other business accommodation not under section 7A:1624 Dutch Civil Code The undersigned: 1. Philips Industrial Electronics International B.V., established at Zwaanstraat 1, Eindhoven, represented by Mr. G.R.C. Dierick,...Fei Co • November 12th, 1997 • Special industry machinery, nec
FEI COMPANY STOCK OPTION AGREEMENT Non-Statutory Stock OptionStock Option Agreement • February 19th, 2010 • Fei Co • Laboratory analytical instruments • Oregon
This STOCK OPTION AGREEMENT (the “Agreement”) is made between FEI Company, an Oregon corporation (the “Company”) and «Name» (the “Optionee”), pursuant to the Company’s 1995 Stock Incentive Plan, as amended (the “Plan”). The Company and the Optionee agree as follows:
KEY BANK LOGO AMENDMENT TO NOTE AND LOAN AGREEMENT THIS AMENDMENT is made and entered into as of January 9, 1997, between FEI COMPANY ("Borrower") and KEY BANK OF OREGON ("Bank"), with reference to the following facts: Bank has extended to Borrower a...Note and Loan Agreement • March 31st, 1997 • Fei Co • Special industry machinery, nec
8,000,000 Shares FEI COMPANY Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 17th, 2001 • Fei Co • Laboratory analytical instruments • New York
CREDIT SUISSE FIRST BOSTON CORPORATION PRUDENTIAL SECURITIES INCORPORATED NEEDHAM & COMPANY, INC. WELLS FARGO VAN KASPER, LLC As Representatives of the Several Underwriters, c/o Credit Suisse First Boston Corporation, Eleven Madison Avenue, New York, N.Y. 10010-3629
