Common use of Securities Held by the Company Clause in Contracts

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. 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/ Xxxx X. Xxxxxxxxxx Name: Xxxx X. Xxxxxxxxxx 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 XXXXXXX, XXXXX & CO. By: CREDIT SUISSE FIRST BOSTON LLC By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Managing Director

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. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between among the Initial Purchasers Purchasers, the Issuer and the Company Guarantors in accordance with its terms. Very truly yours, FEI COMPANY DIAMONDBACK ENERGY, INC. By: /s/ Xxxxxx X. Xxxx X. Xxxxxxxxxx Name: Xxxxxx X. Xxxx X. Xxxxxxxxxx Title: ChairmanExecutive Vice President, Chief Executive Financial Officer and President Assistant Secretary DIAMONDBACK E&P LLC By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Executive Vice President, Chief Financial Officer and Assistant Secretary DIAMONDBACK O&G LLC By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Executive Vice President, Chief Financial Officer and Assistant Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE FIRST BOSTON LLC XXXXXXX, XXXXX & CO. By: CREDIT SUISSE FIRST BOSTON LLC By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Managing Director.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount at maturity 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. 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 among the Initial Purchasers Purchaser and the Company in accordance with its terms. Very truly yours, FEI COMPANY By: VALASSIS COMMUNICATIONS, INC. by /s/ Xxxx Xxxxx X. Xxxxxxxxxx Name: Xxxx Xxxxxxx ------------------------------------- Xxxxx X. Xxxxxxxxxx Title: ChairmanXxxxxxx Secretary, Chief Executive Officer Vice President and President General Counsel The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE FIRST BOSTON LLC XXXXXXXXxxxxx Xxxxx & Co. Xxxxxxx Xxxxx, XXXXX Pierce, Fenner, & CO. By: CREDIT SUISSE FIRST BOSTON LLC By: Xxxxx, Incorporated by /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Managing DirectorXxxxxxxxxxx Xxxxxx ------------------------------------- Xxxxxxxxxxx Xxxxxx Vice President

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Registrable Securities is required hereunder, Registrable Securities held by the Company or its affiliates (other than subsequent Holders of Registrable Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Registrable Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Initial Purchasers 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 MAGMA DESIGN AUTOMATION, INC. By: /s/ Xxxx Xxxxxxx X. Xxxxxxxxxx Xxxxxx Name: Xxxx Xxxxxxx X. Xxxxxxxxxx Xxxxxx Title: Chairman, Chief Executive Financial 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 XXXXXXX, XXXXX & CO. ByUBS WARBURG LLC BY: CREDIT SUISSE FIRST BOSTON LLC By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Managing DirectorXxxxxxx Xxxx

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. 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 among the several Initial Purchasers and the Company in accordance with its terms. Very truly yours, FEI COMPANY By: CEPHALON, INC. by /s/ Xxxx X. Xxxxxxxxxx J. XXXXX XXXXX Name: Xxxx X. Xxxxxxxxxx J. Xxxxx Xxxxx Title: Chairman, Chief Executive Officer and Senior Vice President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE FIRST BOSTON LLC XXXXXXX, XXXXX CIBC WORLD MARKETS CORP. X.X. XXXXXX SECURITIES INC. XXXXXX XXXXXXX & CO. ByINCORPORATED XX XXXXX SECURITIES CORPORATION ABN AMRO ROTHSCHILD LLC CITIGROUP GLOBAL MARKETS INC. XXXXXX BROTHERS INC. BY: CREDIT SUISSE FIRST BOSTON LLC By: by /s/ Xxxx Xxxxx XXXX XXXXXX Name: Xxxx Xxxxx X. Xxxxxx Title: Managing Director

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. 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 among the Initial Purchasers and the Company in accordance with its terms. Very truly yours, FEI COMPANY RadiSys Corporation By: /s/ Xxxx Xxxxx X. Xxxxxxxxxx Xxxxxx ----------------------------------------- Name: Xxxx Xxxxx X. Xxxxxxxxxx Xxxxxx Title: Chairman, Chief Executive Financial 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 XXXXXXX, XXXXX & CO. BANC OF AMERICA SECURITIES LLC By: CREDIT SUISSE FIRST BOSTON LLC By: /s/ Xxxx Xxxxx Xxxx ----------------------------------- Name: Xxxx Xxxxx Xxxx Title: Managing Director

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 Affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates 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. 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 among the Initial Purchasers Purchasers, the Trust and the Company in accordance with its terms. Very truly yours, FEI COMPANY CONTINENTAL AIRLINES FINANCE TRUST II By: /s/ Xxxx X. Xxxxxxxxxx Gerald Laderman ---------------------------------- solely in his capacity as trustee and not in his individual capacity CONTINENTAL AIRLINES, INC. By: /s/ Gerald Laderman ---------------------------------- Name: Xxxx X. Xxxxxxxxxx Gerald Laderman Title: Chairman, Chief Executive Officer and President Sxxxxx Xxxx Xxxxident Finance The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE FIRST BOSTON CORPORATION UBS WARBURG LLC XXXXXXX, XXXXX & CO. By: CREDIT SUISSE FIRST BOSTON LLC By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Managing DirectorCORPORATION Acting on behalf of itself and as the representative of the several Purchasers

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. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between among the several Initial Purchasers Purchasers, the Issuer and the Company Guarantors in accordance with its terms. Very truly yours, FEI COMPANY COLUMBUS XXXXXXXX CORPORATION By: /s/ Xxxx X. Xxxxxxxxxx Name: Xxxx X. Xxxxxxxxxx Title: ChairmanCRANE EQUIPMENT & SERVICE, Chief Executive Officer and President INC. By: Name: Title: YALE INDUSTRIAL PRODUCTS, INC. By: Name: Title: The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE FIRST BOSTON LLC XXXXXXX, XXXXX & CO. By: CREDIT SUISSE FIRST BOSTON For itself and on behalf of the Initial Purchasers Credit Suisse Securities (USA) LLC By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Managing DirectorXxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated By: Name: Title:

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. 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 among the Initial Purchasers Purchaser and the Company in accordance with its terms. Very truly yours, FEI COMPANY By: by /s/ Xxxx XXXX X. Xxxxxxxxxx XXXXXXXXXX Name: Xxxx X. Xxxxxxxxxx Title: Chairman, President and 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 XXXXXXX, XXXXX & CO. By: CREDIT SUISSE FIRST BOSTON LLC By: CORPORATION by /s/ Xxxx Xxxxx XXXXXX XXXXXX Name: Xxxx Xxxxx Xxxxxx Xxxxxx Title: Managing DirectorVice President Exhibit 4.4

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. 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 among the several Initial Purchasers and the Company in accordance with its terms. Very truly yours, FEI COMPANY By: CYMER, INC. by /s/ Xxxx XXXXX X. Xxxxxxxxxx XXXXX ------------------------------ Name: Xxxx X. Xxxxxxxxxx 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 XXXXXXXCORPORATION XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX & CO. INCORPORATED By: CREDIT SUISSE FIRST BOSTON LLC By: CORPORATION by /s/ Xxxx Xxxxx XXXXXXXXX XXXXX ------------------------------------ Name: Xxxx Xxxxx XXXXXXXXX XXXXX Title: Managing DirectorDIRECTOR

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. * * * * * 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 among the several Initial Purchasers and the Company in accordance with its terms. Very truly yours, FEI COMPANY By: /s/ Xxxx X. Xxxxxxxxxx McDATA Corporation Name: Xxxx X. Xxxxxxxxxx Title: Chairman, Chief Executive Officer and President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. BANC OF AMERICA SECURITIES LLC CREDIT SUISSE FIRST BOSTON LLC XXXXXXX, XXXXXXX XXXXX & COXXXXXX INC. By: CREDIT SUISSE FIRST BOSTON Banc of American Securities LLC By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Managing DirectorQuickLinks

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. 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 among the several Initial Purchasers and the Company in accordance with its terms. Very truly yours, FEI COMPANY BROOXX XXXOMATION, INC. By: /s/ Xxxx Ellex X. Xxxxxxxxxx Xxxxxxxxx Name: Xxxx Ellex X. Xxxxxxxxxx Xxxxxxxxx Title: ChairmanSenior Vice President, Finance and Administration and Chief Executive Financial 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 XXXXXXX, XXXXX & CO. CORPORATION SG CXXXX XXXURITIES CORPORATION By: CREDIT SUISSE FIRST BOSTON LLC By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Managing DirectorCORPORATION

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 Securities)shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. 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 among the Initial Purchasers Purchaser and the Company in accordance with its terms. Very truly yours, FEI COMPANY By: /s/ Xxxx HUMAN GENOME SCIENCES, INC. By:/s/ Stevxx X. Xxxxxxxxxx Xxxxx ---------------------------------- Name: Xxxx Stevxx X. Xxxxxxxxxx Xxxxx Title: Chairman, Senior Vice President and Chief Executive Financial 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 XXXXXXXCORPORATION By:/s/ Stevxx X. Xxxxx, XXXXX & CO. By: CREDIT SUISSE FIRST BOSTON LLC By: /s/ Xxxx Xxxxx X.D. ---------------------------- Name: Xxxx Xxxxx Stevxx X. Xxxxx, X.D. Title: Managing Director

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount at maturity 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. 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 among the Initial Purchasers Purchaser and the Company in accordance with its terms. Very truly yours, FEI COMPANY By: VALASSIS COMMUNICATIONS, INC. by /s/ Xxxx Xxxxx X. Xxxxxxxxxx Xxxxxxx ------------------------------------------- Name: Xxxx Xxxxx X. Xxxxxxxxxx Xxxxxxx Title: ChairmanSecretary, Chief Executive Officer Vice President and President General Counsel The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE FIRST BOSTON LLC XXXXXXXBEAR, XXXXX XXXXXXX & CO. By: CREDIT SUISSE FIRST BOSTON LLC By: INC. by /s/ Xxxx Xxxxx Xxxxxxx Parish -------------------------------- Name: Xxxx Xxxxx Xxxxxxx Parish Title: Senior Managing Director

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. 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 among the Initial several Purchasers and the Company in accordance with its terms. Very truly yours, FEI INTERNATIONAL PAPER COMPANY By: /s/ Xxxx Xxxxxxx X. Xxxxxxxxxx Xxxxxxxx ------------------------------------- Name: Xxxx Xxxxxxx X. Xxxxxxxxxx Xxxxxxxx Title: Chairman, Chief Executive Officer and Vice President The foregoing Theforegoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE FIRST BOSTON LLC CORPORATION XXXXXXX, XXXXX & CO. By: CREDIT SUISSE FIRST BOSTON LLC CORPORATION By: /s/ Xxxx Xxxxx Xxxxxx X. Xxxxxxx ----------------------------------- Name: Xxxx Xxxxx Xxxxxx X. Xxxxxxx Title: Managing Director

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. 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 among the several Initial Purchasers and the Company in accordance with its terms. Very truly yours, FEI COMPANY DIGITAL RIVER, INC. By: /s/ Xxxx Xxxxxx X. Xxxxxxxxxx Xxxxx Name: Xxxx Xxxxxx X. Xxxxxxxxxx Xxxxx Title: Chairman, Chief Executive Financial 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 XXXXXXX, XXXXX & COXXXXXX XXXXXXX CORP. RBC CAPITAL MARKETS CORPORATION By: CREDIT SUISSE FIRST BOSTON LLC on behalf of itself and the other Initial Purchasers set forth herein By: /s/ Xxxx Xxxxx Xxxxxxx Xxxxxx Name: Xxxx Xxxxx Xxxxxxx Xxxxxx Title: Managing Director

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. 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 among the several Initial Purchasers and the Company in accordance with its terms. Very truly yours, FEI COMPANY By: Komag, Incorporated by /s/ Xxxx Txxxxxx X. Xxxxxxxxxx Xxxxxx Name: Xxxx Txxxxxx X. Xxxxxxxxxx Xxxxxx 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 Credit Suisse Securities (USA) LLC XXXXXXXBear, XXXXX Sxxxxxx & CO. Co. Inc. Citigroup Global Markets Inc. Pxxxx Xxxxxxx & Co. By: CREDIT SUISSE FIRST BOSTON Credit Suisse Securities (USA) LLC By: by /s/ Jxxx Xxxx Xxxxx Name: Xxxx Xxxxx Title: Managing DirectorJxxx Xxxx

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. 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 shall become a binding agreement between among the several Initial Purchasers and the Company in accordance with its terms. Very truly yours, FEI CENTURY ALUMINUM COMPANY By: /s/ Xxxx Dxxxxx X. Xxxxxxxxxx Xxxxxxxxx Name: Xxxx Dxxxxx X. Xxxxxxxxxx Xxxxxxxxx Title: Chairman, Chief Executive Officer Vice President and President Treasuer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE FIRST BOSTON LLC XXXXXXXBANC OF AMERICA SECURITIES LLC GXXXXXX, XXXXX SXXXX & CO. By: CREDIT SUISSE FIRST BOSTON LLC on behalf of itself and the other Initial Purchasers set forth herein By: /s/ Xxxx Xxxxx Pxxx X. Xxxxxxxx Name: Xxxx Xxxxx Pxxx X. Xxxxxxxx Title: Managing DirectorVice President

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. 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 among the several Initial Purchasers and the Company in accordance with its terms. Very truly yours, FEI COMPANY By: ABGENIX, INC. by /s/ Xxxx XXXX X. Xxxxxxxxxx XXXXXXXXXX Name: Xxxx X. Xxxxxxxxxx Title: Chairman, Chief Executive Financial Officer and President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE FIRST BOSTON CORPORATION BANC OF AMERICA SECURITIES LLC XXXXXXXXXXXXXXXX XXXXXXXX, XXXXX & COINC. ByBY: CREDIT SUISSE FIRST BOSTON LLC By: CORPORATION by /s/ Xxxx Xxxxx XXXXX XXXXXXX XXXX Name: Xxxxx Xxxxxxx Xxxx Xxxxx Title: Managing DirectorDirector Exhibit 4.3

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. 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 among the several Initial Purchasers and the Company in accordance with its terms. Very truly yours, FEI COMPANY By: DuPont Photomasks, Inc. by /s/ Xxxx Xxxxx X. Xxxxxxxxxx Xxxxxxxx Name: Xxxx Xxxxx X. Xxxxxxxxxx Xxxxxxxx Title: Chairman, Chief Executive Officer Vice President and President General Counsel The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE FIRST BOSTON LLC XXXXXXX, XXXXX & COXXXXXX BROTHERS INC. By: CREDIT SUISSE FIRST BOSTON LLC By: by /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Managing DirectorDirector By: XXXXXX BROTHERS INC. by /s/ Xxx X. Xxxxxxxx Name: Xxx X. Xxxxxxxx Title: Vice President

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. 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 among the several Initial Purchasers and the Company in accordance with its terms. Very truly yours, FEI COMPANY By: INTEGRA LIFESCIENCES HOLDINGS CORPORATION by /s/ Xxxx X. Xxxxxxxxxx John B. Henneman, III ------------------------------------- Name: Xxxx X. Xxxxxxxxxx John B. Henneman, III Title: ChairmanExecutive Vicx Xxxxxxxxx, Chief Executive Xxxef Administrative Officer and President Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE FIRST BOSTON CORPORATION BANC OF AMERICA SECURITIES LLC XXXXXXX, XXXXX & COU.S. BANCORP PIPER JAFFRAY INC. By: CREDIT SUISSE FIRST BOSTON LLC By: /s/ CORPORATION by /x/ Xxxx Xxxxx X. Xeyers ------------------------------------ Name: Xxxx Xxxxx Petx X. Xxxxxx Title: Managing Director

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage number of principal amount of Transfer Restricted Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Transfer Restricted 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. 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 among the several Initial Purchasers and the Company in accordance with its terms. Very truly yours, FEI COMPANY ByGXXXXXXX PETROLEUM CORPORATION by: /s/ Xxxx Rxxxxx X. Xxxxxxxxxx Xxxxxxx, Xx. Name: Xxxx Rxxxxx X. Xxxxxxxxxx Xxxxxxx, Xx. Title: Chairman, President and Chief Executive Operating 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 XXXXXXXBEAR, XXXXX SXXXXXX & CO. INC. BNP PARIBAS SECURITIES CORP. By: CREDIT SUISSE FIRST BOSTON LLC BEAR, SXXXXXX & CO. INC. By: /s/ Xxxx Xxxxx Pxxx Xxxxxx Name: Xxxx Xxxxx Pxxx Xxxxxx Title: Senior Managing Director

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. 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 on the Initial Purchasers Purchaser and the Company in accordance with its terms. Very truly yours, FEI COMPANY CITRIX SYSTEMS, INC. By: /s/ Xxxx Xxxxxx X. Xxxxxxxxxx Xxxxxxxxx ---------------------------- Name: Xxxx Xxxxxx X. Xxxxxxxxxx Xxxxxxxxx Title: Chairman, Chief Executive Officer and President Chairman of the Board The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE FIRST BOSTON LLC XXXXXXX, XXXXX & CO. CORPORATION By: CREDIT SUISSE FIRST BOSTON LLC CORPORATION By: /s/ Xxxx Xxxxx Xxxxxxx Xxxxxx ----------------------- Name: Xxxx Xxxxx Xxxxxxx Xxxxxx Title: Managing Director

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. 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 on the Initial Purchasers Purchaser and the Company in accordance with its terms. Very truly yours, FEI COMPANY GLOBAL MARINE INC. By: /s/ X. Xxxx X. Xxxxxxxxxx Xxxxx Name: X. Xxxx X. Xxxxxxxxxx Xxxxx Title: ChairmanSenior Vice President, Chief Executive Financial Officer and President Treasurer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE FIRST BOSTON LLC XXXXXXX, XXXXX & CO. CORPORATION By: CREDIT SUISSE FIRST BOSTON LLC By: /s/ /s/Xxxx Xxxxx Xxxxxx Name: Xxxx Xxxxx Xxxxxx Title: :Managing Director

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage number of principal amount of Transfer Restricted Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Transfer Restricted 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. 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 among the several Initial Purchasers and the Company in accordance with its terms. Very truly yours, FEI COMPANY XXXXXXXX PETROLEUM CORPORATION By: /s/ Xxxx Xxxxx X. Xxxxxxxxxx Xxxxxx Name: Xxxx Xxxxx X. Xxxxxxxxxx Xxxxxx Title: Chairman, Executive Vice President and Chief Executive Financial 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 XXXXXXXBEAR, XXXXX XXXXXXX & CO. INC. DEUTSCHE BANK SECURITIES CORP. BNP PARIBUS SECURITIES CORP. By: CREDIT SUISSE FIRST BOSTON LLC BEAR, XXXXXXX & CO. INC. By: /s/ Xxxx Xxxxx X. Xxxxxx Name: Xxxx Xxxxx X. Xxxxxx Title: Senior Managing Director

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. 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 among the Initial Purchasers and the Company in accordance with its terms. Very truly yours, FEI COMPANY AFFYMETRIX, INC. By: /s/ Xxxx X. Xxxxxxxxxx --------------------------------- Name: Xxxx X. Xxxxxxxxxx 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 XXXXXXXCORPORATION, XXXXX & CO. By: Acting on behalf of themselves and as The Representative of the several Initial Purchasers CREDIT SUISSE FIRST BOSTON LLC CORPORATION, By: /s/ Xxxx Xxxxx ----------------------------------- Name: Xxxx Xxxxx Title: Managing Director:

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. 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 among the several Initial Purchasers and the Company in accordance with its terms. Very truly yours, FEI COMPANY CYPRESS SEMICONDUCTOR CORPORATION By: /s/ Xxxx X. Xxxxxxxxxx Xxxx Name: Xxxx X. Xxxxxxxxxx Xxxx Title: ChairmanExecutive Vice President, Finance and Administration and Chief Executive Financial Officer and President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE FIRST BOSTON SECURITIES (USA) LLC XXXXXXX, XXXXX & CODEUTSCHE BANK SECURITIES INC. XXXXXX BROTHERS INC. By: CREDIT SUISSE FIRST BOSTON SECURITIES (USA) LLC By: /s/ Xxxx Xxxxx Xxxxxx X. Xxxxx, Xx. Name: Xxxx Xxxxx Xxxxxx X. Xxxxx, Xx. Title: Managing Director

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. 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 Purchaser and the Company in accordance with its terms. Very truly yours, FEI COMPANY CHENIERE ENERGY, INC. By: /s/ Xxxx Xxx X. Xxxxxxxxxx Xxxxxxxxx Name: Xxxx Xxx X. Xxxxxxxxxx Xxxxxxxxx Title: ChairmanSenior Vice President, Chief Executive Financial Officer and Secretary By: /s/ Xxxxx X. Xxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxx Title: Senior Vice President and General Counsel The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE FIRST BOSTON LLC XXXXXXX, XXXXX & CO. By: CREDIT SUISSE FIRST BOSTON LLC By: /s/ Xxxx Xxxxx Xxxxxx Xxxxxxxx Name: Xxxx Xxxxx Title: Managing DirectorXxxxxx Xxxxxxxx

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. 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 among the several Initial Purchasers and the Company in accordance with its terms. Very truly yours, FEI COMPANY By: /s/ Xxxx X. Xxxxxxxxxx QUANEX CORPORATION by Name: Xxxx X. Xxxxxxxxxx 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 XXXXXXXBEAR, XXXXXXX & CO. INC. XXXXXX X. XXXXX & CO. INCORPORATED KEYBANC CAPITAL MARKETS, A DIVISION OF MCDONALD INVESTMENTS INC. By: CREDIT SUISSE FIRST BOSTON LLC By: /s/ Xxxx Xxxxx by Name: Xxxx Xxxxx Title: Managing Director:

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. 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 among the several Initial Purchasers and the Company in accordance with its terms. Very truly yours, FEI COMPANY KEMET CORPORATION By: /s/ Xxxx Xxxxx X. Xxxxxxxxxx Xxxxx Name: Xxxx Xxxxx X. Xxxxxxxxxx Xxxxx Title: Chairman, Senior Vice President and Chief Executive Financial 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 XXXXXXXCredit Suisse Securities (USA) LLC, XXXXX & CO. Byby /s/ Xxxxxxx Xxxxxxx Name: CREDIT SUISSE FIRST BOSTON LLC ByXxxxxxx Xxxxxxx Title: Vice President Deutsche Bank Securities Inc., by /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: MD by /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Managing DirectorMD

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. 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 among the several Initial Purchasers and the Company in accordance with its terms. Very truly yours, FEI COMPANY Activision, Inc. By: /s/ Xxxx -------------------------------------- Xxxxx X. Xxxxxxxxxx Name: Xxxx X. Xxxxxxxxxx Title: Chairman, Xxxxx President and Chief Executive Operating 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 CORPORATION XXXXX XXXXXXX, XXXXX & COINC. ByUBS SECURITIES LLC by: CREDIT SUISSE FIRST BOSTON LLC CORPORATION By: /s/ ----------------------------------- Xxxx X. Xxxxx Name: Xxxx Xxxxx Title: Managing Director

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. 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 among the several Initial Purchasers and the Company in accordance with its terms. Very truly yours, FEI COMPANY WIND RIVER SYSTEMS, INC. By: /s/ Xxxx X. Xxxxxxxxxx XXXXXXX XXXXXXX Name: Xxxx X. Xxxxxxxxxx Xxxxxxx Xxxxxxx Title: ChairmanVice President, Finance and Chief Executive Financial Officer and President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE FIRST BOSTON CORPORATION UBS WARBURG LLC XXXXXXX, XXXXX & CO. By: XXXXXX XXXXXX PARTNERS LLC BY CREDIT SUISSE FIRST BOSTON LLC CORPORATION By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx XXXXXXX XXXX Title: Managing DirectorDirector 14 QuickLinks EXHIBIT 10.54

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. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Initial Purchasers Purchaser and the Company Issuer in accordance with its terms. Very truly yours, FEI COMPANY REGAL ENTERTAINMENT GROUP By: /s/ Xxxx XXXXX X. Xxxxxxxxxx XXXXXXX Name: Xxxx Xxxxx X. Xxxxxxxxxx Xxxxxxx Title: Chairman, Chief Executive Officer Vice President and President Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE FIRST BOSTON LLC XXXXXXX, XXXXX & CO. By: CREDIT SUISSE FIRST BOSTON LLC By: /s/ Xxxx Xxxxx XXXX XXXXXXXXX Name: Xxxx Xxxxx Xxxxxxxxx Title: Managing DirectorVice President 14 QuickLinks

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. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Initial Purchasers Purchaser and the Company Issuer in accordance with its terms. Very truly yours, FEI COMPANY By: UNITEDGLOBALCOM, INC. By /s/ Xxxx XXXXX X. Xxxxxxxxxx XXXXXXXX Name: Xxxx Xxxxx X. Xxxxxxxxxx Xxxxxxxx Title: Chairman, Chief Executive Officer and Senior Vice President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE FIRST BOSTON LLC XXXXXXX, By /s/ XXXXX & CO. By: CREDIT SUISSE FIRST BOSTON LLC By: /s/ Xxxx Xxxxx XXXXXXX Name: Xxxx Xxxxx Title: Managing DirectorXxxxxxx

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. 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 Trustee and the Company in accordance with its terms. Very truly yours, FEI COMPANY CEPHALON, INC. By: /s/ Xxxx X. Xxxxxxxxxx J. Xxxxx Xxxxx Name: Xxxx X. Xxxxxxxxxx J. Xxxxx Xxxxx Title: Chairman, Senior Vice President and Chief Executive Financial 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 XXXXXXXBY: U.S. BANK NATIONAL ASSOCIATION, XXXXX & CO. By: CREDIT SUISSE FIRST BOSTON LLC as Trustee on behalf of the Holders of the New Securities By: /s/ Xxxx Xxxxx Xxxxxx X. Xxxxxxxxx Name: Xxxx Xxxxx Xxxxxx X. Xxxxxxxxx Title: Managing DirectorVice President

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. 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 among the Initial Purchasers and the Company in accordance with its terms. Very truly yours, FEI COMPANY By: SEMCO Energy, Inc. by /s/ Xxxx Xxxxxxx X. Xxxxxxxxxx Xxxxxxx ------------------------------------------- Name: Xxxx Xxxxxxx X. Xxxxxxxxxx Xxxxxxx Title: Chairman, Senior Vice President and Chief Executive Financial 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 XXXXXXX, XXXXX & CO. By: CREDIT SUISSE FIRST BOSTON LLC by /s/ Xxxxxx X. Xxxxx ----------------------------- Name: Xxxxxx X. Xxxxx Title: Managing Director UBS SECURITIES LLC By: UBS SECURITIES LLC by /s/ R. Xxxxx Xxxxxx ----------------------- Name: R. Xxxxx Xxxxxx Title: Director /s/ Xxxx Xxxxx ----------------------- Name: Xxxx Xxxxx Title: Managing Associate Director

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. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between among the Initial Purchasers Purchaser, the Issuer and the Company Guarantor in accordance with its terms. Very truly yours, FEI COMPANY By: NAVISTAR INTERNATIONAL CORPORATION by /s/ Xxxx XXXXXX X. Xxxxxxxxxx XXXXX -------------------------------------- Name: Xxxx Xxxxxx X. Xxxxxxxxxx Xxxxx Title: ChairmanVice President and Treasurer INTERNATIONAL TRUCK AND ENGINE CORPORATION, Chief Executive Officer as Guarantor by /s/ XXXXXX X. XXXXX -------------------------------------- Name: Xxxxxx X. Xxxxx Title: Vice President and President Treasurer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE FIRST BOSTON LLC XXXXXXX, CORPORATION by /s/ XXXXXXX X. XXXXX & CO. By: CREDIT SUISSE FIRST BOSTON LLC By: /s/ Xxxx Xxxxx ------------------------------------ Name: Xxxx Xxxxxxx X. Xxxxx Title: Managing Director

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 Securities)shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. 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 among the Initial Purchasers Purchaser and the Company in accordance with its terms. Very truly yours, FEI COMPANY HUMAN GENOME SCIENCES, INC. By: /s/ Xxxx Stevxx X. Xxxxxxxxxx Xxxxx -------------------------- Name: Xxxx Stevxx X. Xxxxxxxxxx Xxxxx Title: Chairman, Senior Vice President and Chief Executive Financial 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 XXXXXXX, XXXXX & CO. By: CREDIT SUISSE FIRST BOSTON LLC CORPORATION By: /s/ Xxxx Xxxxx Russxxx X. Xxx ------------------------------ Name: Xxxx Xxxxx Russxxx X. Xxx Title: Managing Director

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Registrable Securities is required hereunder, Registrable Securities held by the Company or its affiliates (other than subsequent Holders of Registrable Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Registrable Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Initial Purchasers 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 SUNRISE ASSISTED LIVING, INC. By: /s/ Xxxx Lxxxx X. Xxxxxxxxxx Xxxxx Name: Xxxx Lxxxx X. Xxxxxxxxxx Xxxxx Title: Chairman, Senior Vice President and Chief Executive Financial 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 XXXXXXXCORPORATION RXXXXXXXX SXXXXXXX, XXXXX & COINC. FIRST UNION SECURITIES, INC. By: CREDIT SUISSE FIRST BOSTON LLC CORPORATION By: /s/ Xxxx Xxxxx Jxxxxx X. Xxxxxxx Name: Xxxx Xxxxx Title: Managing Jxxxxx X. Xxxxxxx Director

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Registrable Securities is required hereunder, Registrable Securities held by the Company or its affiliates (other than subsequent Holders of Registrable Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Registrable Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Initial Purchasers 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 HNC SOFTWARE INC. By: /s/ Xxxx X. Xxxxxxxxxx Kenneth Saunders Name: Xxxx X. Xxxxxxxxxx Kennetx Xxxxxxxx Title: Chairman, Chief Executive Officer Xxxxxxxxx Xxxxxer and President Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE FIRST BOSTON LLC XXXXXXXCORPORATION GOLDMAN, XXXXX SACHS & CO. U.S. BANCORP PIPER JAFFRAY INC. BY: CREDIT SUISXX XXXXT XXXXXN CORPORATION By: CREDIT SUISSE FIRST BOSTON LLC By: /s/ Xxxx Xxxxx /x/ Xxxxxx Xxxaye Name: Xxxx Xxxxx Vikram Limaye Title: Managing DirectorVice President

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. 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 among the Initial Purchasers and the Company in accordance with its terms. Very truly yours, FEI COMPANY AFFYMETRIX, INC. By: /s/ Xxxx X. Xxxxxxxxxx :______________________ Name: Xxxx X. Xxxxxxxxxx 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 XXXXXXXCORPORATION, XXXXX & CO. By: Acting on behalf of themselves and as The Representative of the several Initial Purchasers CREDIT SUISSE FIRST BOSTON LLC By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Managing DirectorCORPORATION,

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. 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 among the several Initial Purchasers and the Company in accordance with its terms. Very truly yours, FEI COMPANY By: ITRON, INC. By /s/ Xxxx Davix X. Xxxxxxxxxx Xxxxxxxxx ------------------------------ Name: Xxxx Davix X. Xxxxxxxxxx Xxxxxxxxx Title: Chairman, Chief Executive Officer Vice President and President CFO The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE FIRST BOSTON LLC XXXXXXX, XXXXX CORPORATION HAMBXXXXX & CO. ByXUISX XXX by: CREDIT SUISSE FIRST BOSTON LLC By: Credit Suisse First Boston Corporation By /s/ Xxxx Xxxxx Robexx X. Xxxxxx ----------------------- Name: Xxxx Xxxxx Robexx X. Xxxxxx Title: Managing Director

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. 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 among the several Initial Purchasers and the Company in accordance with its terms. Very truly yours, FEI COMPANY ByUNISOURCE ENERGY CORPORATION by: /s/ Xxxx X. Xxxxxxxxxx Kevin P. Larson ------------------------------------- Name: Xxxx X. Xxxxxxxxxx Kevin P. Larson Title: ChairmanVixx Xxxxxxxxx, Chief Executive Xhief Financial Officer and President & Treasurer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE FIRST BOSTON LLC XXXXXXX, XXXXX & CO. By: CREDIT SUISSE FIRST BOSTON LLC By: By /s/ Xxxx Xxxxx Arik Y. Prawer --------------------------------- Name: Xxxx Xxxxx TitleArik Y. Xxxxxx Xxxle: Managing DirectorDirector Acting on behalf of itsexx xnd as the Representative of the several Purchasers