REGISTRATION RIGHTS AGREEMENT

by and among

KULICKE AND SOFFA INDUSTRIES, INC.,

as Issuer,

and

MERRILL LYNCH & CO.,

MERRILL LYNCH, PIERCE, FENNER & SMTIH

INCORPORATED,

as Initial Purchaser

Dated as of June 30, 2004

THIS REGISTRATION RIGHTS AGREEMENT is made and entered into as of June 30, 2004 by and among Kulicke and Soffa Industries, Inc., a Pennsylvania corporation (the Company), and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (the Initial Purchaser) pursuant to the Purchase Agreement dated June 24, 2004 (the Purchase Agreement) between the Company and the Initial Purchaser. In order to induce the Initial Purchaser 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.

The Company agrees with the Initial Purchaser, (i) for its benefit as Initial Purchaser and (ii) for the benefit of the beneficial owners (including the Initial Purchaser) from time to time of the Notes (as defined herein) and the beneficial owners from time to time of the Underlying Common Stock (as defined herein) issued upon conversion of the Notes (each of the foregoing a Holder and together the Holders), as follows:

Section 1. Definitions. Capitalized terms used herein without definition shall have their respective meanings set forth in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:

Affiliate means, with respect to any specified person, an affiliate, as defined in Rule 144, of such person.

Amendment Effectiveness Deadline Date has the meaning set forth in Section 2(d) hereof.

Amount of Registrable Securities means (i) with respect to the Notes, the aggregate principal amount of all such Notes outstanding; (ii) with respect to the Underlying Common Stock, the aggregate number of such shares of Common Stock outstanding multiplied by the Conversion Price or, if no Notes are then outstanding, the last Conversion Price that was in effect under the Indenture when any Notes were last outstanding; and (iii) with respect to combinations thereof, the sum of (i) and (ii) for the relevant Registrable Securities (without duplication).

Applicable Conversion Price as of any date of determination means the Conversion Price in effect as of such date of determination or, if no Notes are then outstanding, the Conversion Price that would be in effect were Notes then outstanding.

Business Day means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in The City of New York are authorized or obligated by law or executive order to close.

Common Stock means the shares of common stock, without par value, of the Company and any other shares of common stock as may constitute Common Stock for purposes of the Indenture, including the Underlying Common Stock.

- 2 -

Conversion Price has the meaning assigned such term in the Indenture.

Damages Accrual Period has the meaning set forth in Section 2(e) hereof.

Damages Payment Date means each interest payment date under the Indenture in the case of Notes, and each June 30, 2004 and December 30, 2004 in the case of the Underlying Common Stock.

Deferral Notice has the meaning set forth in Section 3(i) hereof.

Deferral Period has the meaning set forth in Section 3(i) hereof.

Effectiveness Deadline Date has the meaning set forth in Section 2(a) hereof.

Effectiveness Period means the period commencing on the date hereof and ending on the date that all Registrable Securities have ceased to be Registrable Securities.

Event has the meaning set forth in Section 2(e) hereof.

Event Date has the meaning set forth in Section 2(e) hereof.

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC