Common use of Form of Conversion Notice Clause in Contracts

Form of Conversion Notice. To: LTX-CREDENCE CORPORATION The undersigned owner of the Convertible Note hereby irrevocably exercises the option to convert this Convertible Note, or portion hereof (which is $100 or an integral multiple thereof) below designated, into shares of Common Stock of LTX-Credence Corporation in accordance with the terms of the Indenture referred to in this Convertible Note, and directs that the shares issuable and deliverable upon the conversion, together with any check in payment for fractional shares and Convertible Notes representing any unconverted principal amount hereof, be issued and delivered to the owner hereof unless a different name has been indicated below. If shares or any portion of this Convertible Note not converted are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Any amount required to be paid by the undersigned on account of interest and taxes accompanies this Convertible Note. Dated: Fill in for registration of shares if to be delivered, and Convertible Notes if to be issued, other than to and in the name of the owner (Please Print): Signature Principal amount to be converted (if less than all): (Street Address) Social Security or other Taxpayer Identification Number (City, State and Zip Code) Signature Guarantee: Signatures must be guaranteed by an eligible Guarantor Institution (banks, brokers, dealers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares are to be issued, or Convertible Notes are to be delivered, other than to and in the name of the registered holder. and irrevocably appoint agent to transfer this Convertible Note on the books of the Company. The agent may substitute another to act for him. Your Signature: (Sign exactly as your name appears on the other side of the Convertible Note) Date: Medallion Signature Guarantee:

Form of Conversion Notice. ToConversion notices shall be in substantially the following form: LTX-CREDENCE CORPORATION To X. XXXXX FINANCIAL, INC.: The undersigned owner of the Convertible Note this Security hereby irrevocably exercises the option to convert this Convertible NoteSecurity, or portion hereof (which is $100 or an 2,000 and any integral multiple of $1,000 in excess thereof) below designated, into shares of Common Stock of LTX-Credence Corporation the Company in accordance with the terms of the Indenture referred to in this Convertible NoteSecurity, and directs that the shares issuable and deliverable upon the conversion, together with any check in payment for fractional shares and Convertible Notes any Securities representing any unconverted principal amount hereof, be issued and delivered to the owner registered holder hereof unless a different name has been indicated below. If shares this Notice is being delivered on a date after the close of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security or any the portion thereof being converted has been called for redemption on a Redemption Date during the period beginning at the close of business on a Regular Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Convertible Note not converted Security to be converted. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect theretohereto. Any amount required to be paid by the undersigned on account of interest and taxes accompanies this Convertible NoteSecurity. Dated: Fill in for registration of shares if Principal Amount to be deliveredConverted ($2,000 and any integral multiple of $1,000 in excess thereof, and Convertible Notes if to be issued, other than to and in the name of the owner (Please Print): Signature Principal amount to be converted (if less than all): (Street Address) Social Security or other Taxpayer Identification Number (City, State and Zip CodeU.S. $____ Dated: _________ Signature(s) Signature Guarantee: Signatures must be guaranteed by an eligible Guarantor Institution guarantor institution (banks, stock brokers, dealers, savings and loan associations and credit unions) unions with membership in an approved signature guarantee medallion program program) pursuant to Securities and Exchange Commission Rule 17Ad-15 17Ad-15. Signature Guaranty Fill in for registration of shares of Common Stock and Security if shares are to be issued, issued otherwise than to the registered Holder. (Name) Social Security or Convertible Notes are Other Taxpayer Identification Number (Address) Please print Name and Address (including zip code) [The above conversion notice is to be deliveredmodified, as appropriate, for conversion into other than to and in the name of the registered holder. and irrevocably appoint agent to transfer this Convertible Note on the books securities or property of the Company. The agent may substitute another to act for him. Your Signature: (Sign exactly as your name appears on the other side of the Convertible Note) Date: Medallion Signature Guarantee:.]

Form of Conversion Notice. ToConversion notices shall be in substantially the following form: LTX-CREDENCE CORPORATION To B. XXXXX FINANCIAL, INC.: The undersigned owner of the Convertible Note this Security hereby irrevocably exercises the option to convert this Convertible NoteSecurity, or portion hereof (which is $100 or an 2,000 and any integral multiple of $1,000 in excess thereof) below designated, into shares of Common Stock of LTX-Credence Corporation the Company in accordance with the terms of the Indenture referred to in this Convertible NoteSecurity, and directs that the shares issuable and deliverable upon the conversion, together with any check in payment for fractional shares and Convertible Notes any Securities representing any unconverted principal amount hereof, be issued and delivered to the owner registered holder hereof unless a different name has been indicated below. If shares this Notice is being delivered on a date after the close of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security or any the portion thereof being converted has been called for redemption on a Redemption Date during the period beginning at the close of business on a Regular Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Convertible Note not converted Security to be converted. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect theretohereto. Any amount required to be paid by the undersigned on account of interest and taxes accompanies this Convertible NoteSecurity. Dated: Fill in for registration of shares if Principal Amount to be deliveredConverted ($2,000 and any integral multiple of $1,000 in excess thereof, and Convertible Notes if to be issued, other than to and in the name of the owner (Please Print): Signature Principal amount to be converted (if less than all): (Street Address) Social Security or other Taxpayer Identification Number (City, State and Zip CodeU.S. $____ Dated: _________ Signature(s) Signature Guarantee: Signatures must be guaranteed by an eligible Guarantor Institution guarantor institution (banks, stock brokers, dealers, savings and loan associations and credit unions) unions with membership in an approved signature guarantee medallion program program) pursuant to Securities and Exchange Commission Rule 17Ad-15 17Ad-15. Signature Guaranty Fill in for registration of shares of Common Stock and Security if shares are to be issued, issued otherwise than to the registered Holder. (Name) Social Security or Convertible Notes are Other Taxpayer Identification Number (Address) Please print Name and Address (including zip code) [The above conversion notice is to be deliveredmodified, as appropriate, for conversion into other than to and in the name of the registered holder. and irrevocably appoint agent to transfer this Convertible Note on the books securities or property of the Company. The agent may substitute another to act for him. Your Signature: (Sign exactly as your name appears on the other side of the Convertible Note) Date: Medallion Signature Guarantee:.]

Form of Conversion Notice. To: LTX-CREDENCE CORPORATION Bausch & Lomb Incorporated The undersigned owner registered Holder of the Convertible Note this security hereby irrevocably exercises the option to convert this Convertible Notesecurity, or portion hereof (which is $100 1,000 principal amount or an integral multiple thereof) below designateddesignated below, into for shares of Common Stock of LTX-Credence Corporation Bausch & Lomb Incorporated in accordance with the terms of the Indenture referred to in this Convertible Notesecurity, and directs that the Principal Return, shares of Common Stock, if any, issuable and deliverable upon the such conversion, together with any check for cash deliverable upon such conversion in payment for lieu of fractional shares shares, and Convertible Notes any securities representing any unconverted principal amount hereof, be issued and delivered to the owner registered Holder hereof unless a different name has been indicated below. If the Principal Return, any shares of Common Stock, or any portion of this Convertible Note security not converted are to be issued in the name of a person Person other than the undersigned, the undersigned will shall pay all transfer taxes payable with respect thereto. Any amount required This notice shall be deemed to be paid by an irrevocable exercise of the undersigned on account of interest and taxes accompanies option to convert this Convertible Notesecurity. Dated: Signature(s) Signature(s) must be guaranteed by a commercial bank or trust company or a member firm of a major stock exchange if shares of Common Stock are to be issued, or securities to be delivered, other than to or in the name of the registered Holder. Signature Guarantee Fill in for registration of shares if to be delivered, and Convertible Notes securities if to be issued, issued other than to and in the name of the owner registered Holder: (Please Print): Signature Name) Certificate No(s) of securities (not required for Global Securities) (Street Address) Principal amount to be converted (if less than all): $ ,000 (Street AddressCity state and zip code) Please print name and address Social Security or Other Taxpayer I.D. Number To: Bausch & Lomb Incorporated The undersigned registered Holder of this security hereby acknowledges receipt of a notice from Bausch & Lomb Incorporated (the "Company") as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to repurchase this security, or the portion hereof (which is $1,000 principal amount or a integral multiple thereof) designated below, in accordance with the terms and conditions specified in this security and the Indenture referred to in this security and directs that the check in payment for this security or the portion thereof and any securities representing any unrepurchased principal amount hereof, be issued and delivered to the registered Holder hereof unless a different name has been indicated below. If any portion of this security not repurchased is to be issued in the name of a Person other Taxpayer Identification Number (Citythan the undersigned, State and Zip Codethe undersigned shall pay all transfer taxes payable with respect thereto. Dated: Signature(s) Signature Guarantee: Signatures Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, brokers, dealers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 a commercial bank or trust company or a member firm of a major stock exchange if shares are to be issued, or Convertible Notes securities are to be delivered, other than to and or in the name of the registered holderHolder. Fill in for registration of shares if to be delivered, and irrevocably appoint agent securities if to transfer this Convertible Note on be issued other than to and in the books name of the Company. The agent may substitute another to act for him. Your Signatureregistered Holder: (Sign exactly as your Name) Certificate No(s) of securities (not required for Global Securities) (Street Address) Principal amount to be converted (if less than all): $ ,000 (City state and zip code) Please print name appears on the other side of the Convertible Note) Date: Medallion Signature Guarantee:and address Social Security or Other Taxpayer I.D. Number

Form of Conversion Notice. To: LTX-CREDENCE CORPORATION Xxxxx 0 Communications, Inc. The undersigned owner of the Convertible Note hereby irrevocably exercises the option to convert this Convertible Note, or portion hereof (which is $100 1,000 or an integral multiple thereof) below designated, into shares of Common Stock of LTX-Credence Corporation Xxxxx 0 Xxxxxxxxxxxxxx, Xxx., in accordance with the terms of the Indenture referred to in this Convertible Note, and directs that the shares issuable and deliverable upon the conversion, together with any check in payment for fractional shares and Convertible Notes representing any unconverted principal amount hereof, be issued and delivered to the owner hereof unless a different name has been indicated below. If shares or any portion of this Convertible Note not converted are to be issued in the name of a person Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Any amount required to be paid by the undersigned on account of interest and taxes accompanies this Convertible Note. Dated: Fill in for registration of shares if to be delivered, and Convertible Notes if to be issued, other than to and in the name of the owner (Please Print): Signature Principal amount to be converted (if less than all): (Name) $ ,000 (Street Address) Social Security or other Taxpayer Identification Number (City, State and Zip Code) Signature Guarantee: Signatures must be guaranteed by an eligible Guarantor Institution (banks, brokers, dealers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares are to be issued, or Convertible Notes are to be delivered, other than to and in the name of the registered holder. To assign this Note, fill in the form below: (I) or (we) assign and transfer this Note to (Insert assignee's social security or tax I.D. no.) (Print or type assignee's name, address and zip code) and irrevocably appoint agent to transfer this Convertible Note on the books of the Company. The agent may substitute another to act for him. Your Signature: (Sign exactly as your name appears on the other side of the Convertible this Note) Date: Medallion Signature Guarantee:

Form of Conversion Notice. To: LTX-CREDENCE CORPORATION To Penn Virginia Corporation The undersigned owner of the Convertible Note this Security hereby irrevocably exercises the option to convert this Convertible NoteSecurity, or portion hereof (which is $100 1,000 or an integral multiple thereof) below designated, into shares of Common Stock of LTX-Credence Corporation the Company in accordance with the terms of the Indenture referred to in this Convertible NoteSecurity, and directs that the shares issuable and deliverable upon the conversion, together with any check in payment for fractional shares and Convertible Notes any Securities representing any unconverted principal amount hereof, be issued and delivered to the owner registered holder hereof unless a different name has been indicated below. If shares this Notice is being delivered on a date after the close of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security or any the portion thereof being converted has been called for redemption on a Redemption Date within such period), this Notice is accompanied by payment of an amount equal to the interest payable on such Interest Payment Date of the principal of this Convertible Note not converted Security to be converted. If shares are to be issued in the name of a person Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect theretohereto. Any amount required to be paid by the undersigned on account of interest and taxes accompanies this Convertible NoteSecurity. Dated: Principal Amount to be Converted (in an integral multiple of $1,000, if less than all [if applicable, insert the equivalent thereof in one or more foreign currencies, currency units or composite currencies]): [$] Dated Signature Signature(s) must be guaranteed by an institution which is a member of one of the following recognized signature Guarantee Programs: (i) The Securities Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange Medallion Program (MNSP); (iii) The Stock Exchange Medallion Program (SEMP) or (iv) another guarantee program acceptable to the Trustee. Signature Guarantee Fill in for registration of shares of Common Stock and Security if to be delivered, and Convertible Notes if to be issued, other issued otherwise than to the registered holder. Please print Name and in the name of the owner Address (Please Print): Signature Principal amount to be converted (if less than all): (Street Addressincluding zip code number) Social Security or other Taxpayer Identification Number (City, State and Zip Code) Signature Guarantee: Signatures must be guaranteed by an eligible Guarantor Institution (banks, brokers, dealers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares are to be issued, or Convertible Notes are to be delivered, other than to and in the name of the registered holder. and irrevocably appoint agent to transfer this Convertible Note on the books of the Company. The agent may substitute another to act for him. Your Signature: (Sign exactly as your name appears on the other side of the Convertible Note) Date: Medallion Signature Guarantee:Identifying Number

Form of Conversion Notice. To: LTX-CREDENCE CORPORATION Annaly Capital Management, Inc. The undersigned owner registered Holder of the Convertible this Note hereby irrevocably exercises the option to convert this Convertible Note, or portion hereof (which is $100 1,000 principal amount or an integral multiple thereof) below designateddesignated below, into cash, shares of Common Stock of LTX-Credence Corporation Annaly Capital Management, Inc., or a combination thereof, at Annaly Capital Management Inc.’s election in accordance with the terms of the Supplemental Indenture and the Original Indenture referred to in this Convertible Note, and directs that the any cash payable and any shares issuable and deliverable upon the such conversion, together with any check cash in payment for lieu of fractional shares and Convertible Notes any portion of this Note representing any unconverted principal amount hereof, be issued and delivered to the owner registered Holder hereof unless a different name has been indicated below. If shares or any portion of this Convertible Note not converted are to be issued in the name of a person Person other than the undersigned, the undersigned will shall pay all transfer taxes payable with respect thereto. Any amount required to be paid by the undersigned on account of interest and taxes accompanies this Convertible Note. The undersigned acknowledges that the conversion of the specified Notes is subject to the requirements established by the Company in the Supplemental Indenture and the Original Indenture, as applicable, as well as the procedures of any Depositary, each as in effect from time to time. This notice shall be deemed to be an irrevocable exercise of the option to convert this Note. Dated: Signature(s) Signature(s) must be guaranteed by a participant in a recognized signature guarantee medallion program or other signature guarantor acceptable to the Trustee. Signature Guarantee Fill in for registration of shares if to be delivered, and Convertible Notes if to be issued, issued other than to and in the name of the owner (Please Print): Signature registered holder: Principal amount to be converted (if less than all): $ (Name) (Street Address) (City state and zip code) Social Security or other Other Taxpayer Identification Number (City, State Please print name and Zip Code) Signature Guarantee: Signatures must be guaranteed by an eligible Guarantor Institution (banks, brokers, dealers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares are to be issued, or Convertible Notes are to be delivered, other than to and in the name of the registered holder. and irrevocably appoint agent to transfer this Convertible Note on the books of the Company. The agent may substitute another to act for him. Your Signature: (Sign exactly as your name appears on the other side of the Convertible Note) Date: Medallion Signature Guaranteeaddress:

Form of Conversion Notice. To: LTX-CREDENCE CORPORATION Pier 1 Imports, Inc. The undersigned owner registered holder of the Convertible Note this Security hereby irrevocably exercises the option to convert this Convertible NoteSecurity, or portion hereof (which is $100 1,000 principal amount or an integral multiple thereof) below designateddesignated below, into for cash and shares of Common Stock of LTX-Credence Corporation Pier 1 Imports, Inc., if any, in accordance with the terms of the Indenture referred to in this Convertible NoteSecurity, and directs that cash and the shares shares, if any, issuable and deliverable upon the such conversion, together with and any check in payment for fractional shares and Convertible Notes Securities representing any unconverted principal amount hereof, be issued and delivered to the owner registered holder hereof unless a different name has been indicated below. If cash, shares or any portion of this Convertible Note Security not converted are to be issued in the name of a person Person other than the undersigned, the undersigned will shall pay all transfer taxes payable with respect thereto. Any amount required This notice shall be deemed to be paid by an irrevocable exercise of the undersigned on account of interest and taxes accompanies option to convert this Convertible NoteSecurity. Dated: Fill in for registration of shares if to be delivered, and Convertible Notes if to be issued, other than to and in the name of the owner (Please Print): Signature Principal amount to be converted (if less than all): (Street AddressThe signature(s) Social Security or other Taxpayer Identification Number (City, State and Zip Code) Signature Guarantee: Signatures must should be guaranteed by an eligible Guarantor Institution guarantor institution (banks, brokers, dealersstockbrokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program program, pursuant to S.E.C. Rule 17Ad-15. Fill in for registration of shares if to be delivered, and Securities if to be issued other than to and Exchange Commission in the name of registered holder: (Name) Principal amount to be converted (if less than all): $ ,000 (Street Address) (City state and zip code) Social Security or Other Taxpayer Number Please print name and address To: Pier 1 Imports, Inc. The undersigned registered holder of this Security hereby acknowledges receipt of a notice from Pier 1 Imports, Inc. (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to repurchase this Security, or the portion hereof (which is $1,000 principal amount or an integral multiple thereof) designated below, in accordance with the terms of the Indenture referred to in this Security and directs that the check or Common Stock of the Company, as applicable, in payment for this Security or the portion thereof and any Securities representing any unrepurchased principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If any portion of this Security not repurchased is to be issued in the name of a Person other than the undersigned, the undersigned shall pay all transfer taxes payable with respect thereto. Dated: The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program, pursuant to S.E.C. Rule 17Ad-15 17Ad-15. Fill in if shares are a check is to be issued, or Convertible Notes Securities are to be deliveredissued, other than to and in the name of the registered holder. : (Name) Principal amount to be purchased (if less than all): $ ,000 (Street Address) (City state and irrevocably appoint agent zip code) Social Security or Other Taxpayer Number Please print name and address To: Pier 1 Imports, Inc. The undersigned registered holder of this Security hereby acknowledges receipt of a notice from Pier 1 Imports, Inc. (the “Company”) as to transfer the holder’s option to require the Company to repurchase this Convertible Note on Security and requests and instructs the books Company to repurchase this Security, or the portion hereof (which is $1,000 principal amount or a integral multiple thereof) designated below, in accordance with the terms of the Indenture referred to in this Security and directs that the check or Common Stock of the Company, as applicable, in payment for this Security or the portion thereof and any Securities representing any unrepurchased principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If any portion of this Security not repurchased is to be issued in the name of a Person other than the undersigned, the undersigned shall pay all transfer taxes payable with respect thereto. Dated: The agent may substitute another signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program, pursuant to act for himS.E.C. Rule 17Ad-15. Your SignatureFill in if a check is to be issued, or Securities are to be issued, other than to and in the name of registered holder: (Sign exactly Name) Principal amount to be purchased (if less than all): $ ,000 (Street Address) (City state and zip code) Social Security or Other Taxpayer Number Please print name and address This Supplemental Indenture, dated as your of [ ] (this “Supplemental Indenture” or “Guarantee”), among [name appears on of future Subsidiary Guarantor] (the “Guarantor”), Pier 1 Imports, Inc. (together with its successors and assigns, the “Company”), each other side of then existing Subsidiary Guarantor under the Convertible Note) Date: Medallion Signature Guarantee:Indenture referred to below, and JPMorgan Chase Bank, National Association, as Trustee under the Indenture referred to below.

Form of Conversion Notice. ToConversion notices shall be in substantially the following form, with such changes as are appropriate for the applicable series of Securities: LTX-CREDENCE CORPORATION To Fiserv, Inc.: The undersigned owner of the Convertible Note this Security hereby irrevocably exercises the option to convert this Convertible NoteSecurity, or portion hereof (which is $100 1,000 or an integral multiple thereof) below designated, into shares of Common Stock of LTX-Credence Corporation in accordance with the terms of the Indenture referred to in this Convertible NoteSecurity, and directs that the any shares issuable and deliverable upon the conversion, together with any check in payment for fractional shares and Convertible Notes any Securities representing any unconverted principal amount hereof, be issued and delivered to the owner registered holder hereof unless a different name has been indicated below. If shares this Notice is being delivered on a date after the close of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security or any the portion thereof being converted has been called for redemption on a Redemption Date during the period beginning at the close of business on a Regular Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Convertible Note not converted Security to be converted. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect theretoto this option exercise, including such issuance. Any amount required to be paid by the undersigned on account of interest and taxes accompanies this Convertible NoteSecurity. Principal Amount to be Converted (in an integral multiple of $1,000, if less than all) U.S. $_________ Dated: Fill _____________________ Signature(s) must be guaranteed by an eligible guarantor institution (banks, stock brokers, savings and loan associations and credit unions with membership in for registration an approved signature guarantee medallion program) pursuant to Securities and Exchange Commission Rule 17 Ad-15, if shares of shares if Common Stock are to be delivered, and Convertible Notes if or Securities to be issued, other than to and in the name of the owner (Please Print): registered owner. Signature Principal amount Guaranty Fill in for registration of shares of Common Stock and Security if to be converted issued otherwise than to the registered Holder. (if less than all): (Street AddressName) Social Security or other Other Taxpayer Identification Number (City, State Address) Please print Name and Zip CodeAddress (including zip code number) Signature Guarantee: Signatures must be guaranteed by an eligible Guarantor Institution (banks, brokers, dealers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares are [The above conversion notice is to be issuedmodified, as appropriate, for conversion into other securities or Convertible Notes are to be delivered, other than to and in the name of the registered holder. and irrevocably appoint agent to transfer this Convertible Note on the books property of the Company. The agent may substitute another to act for him. Your Signature: (Sign exactly as your name appears on the other side of the Convertible Note) Date: Medallion Signature Guarantee:.]

Form of Conversion Notice. To: LTX-CREDENCE CORPORATION Kranzco Realty Trust The undersigned owner Holder of the this ___% Callable Convertible Subordinated Note of Kranzco Realty Trust due ____________ __, 2008 hereby irrevocably exercises the option to convert this Convertible Note, or the portion hereof (which is U.S. $100 ______ or an integral multiple thereof) below designated, designated into shares of Common Stock of LTX-Credence Corporation Shares in accordance with the terms of the Indenture referred to in this Convertible Note, and directs that the shares issuable and deliverable upon the conversion, together with any check in payment for a fractional shares share and Convertible Notes any Note representing any unconverted principal amount hereof, be issued and delivered to the registered owner hereof unless a different name has been indicated provided below. If shares or any portion of this Convertible Note not converted are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect theretothereto and is delivering herewith a certificate in proper form certifying that the applicable restrictions on transfer have been complied with. Any amount required to be paid by the undersigned on account of interest and taxes accompanies this Convertible Note. The Applicant hereby agrees that, promptly after request of the Company, he or it will furnish such proof in support of this certification as the Company or the Note Registrar for the Common Shares may, from time to time, request. Dated: Fill -------------------------------------- Signature* If shares or Notes are to be Principal amount to be converted (if registered in for registration the name of shares a Person less than all): other than the Holder, please print $_____,000 such Person's name and address:* --------------------------------------- -------------------------------------- Name Social Security Number or Tax Payer Identification Number --------------------------------------- Street Address --------------------------------------- City, State and Zip Code * Signature(s) must be guaranteed by an eligible guarantor institution (banks, stock brokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program) pursuant to Notes and Exchange Commission Rule 17Ad-15 if Common Shares are to be delivered, and Convertible or unconverted Notes if are to be issued, other than to and in the name of the owner (Please Print): Signature Principal amount to be converted (if less than all): (Street Address) Social Security or other Taxpayer Identification Number (City, State and Zip Code) Signature Guarantee: Signatures must be guaranteed by an eligible Guarantor Institution (banks, brokers, dealers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares are to be issued, or Convertible Notes are to be delivered, other than to and in the name of the registered holder. and irrevocably appoint agent to transfer this Convertible Note on the books of the Company. The agent may substitute another to act for him. Your Signature: (Sign exactly as your name appears on the other side of the Convertible Note) Date: Medallion Signature Guarantee:owner.

Form of Conversion Notice. ToConversion notices shall be in substantially the following form, with such changes as are appropriate for the applicable series of Securities: LTX-CREDENCE CORPORATION To Express Scripts, Inc.: The undersigned owner of the Convertible Note this Security hereby irrevocably exercises the option to convert this Convertible NoteSecurity, or portion hereof (which is $100 1,000 or an integral multiple thereof) below designated, into shares of Common Stock of LTX-Credence Corporation in accordance with the terms of the Indenture referred to in this Convertible NoteSecurity, and directs that the any shares issuable and deliverable upon the conversion, together with any check in payment for fractional shares and Convertible Notes any Securities representing any unconverted principal amount hereof, be issued and delivered to the owner registered holder hereof unless a different name has been indicated below. If shares this Notice is being delivered on a date after the close of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security or any the portion thereof being converted has been called for redemption on a Redemption Date during the period beginning at the close of business on a Regular Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Convertible Note not converted Security to be converted. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect theretoto this option exercise, including such issuance. Any amount required to be paid by the undersigned on account of interest and taxes accompanies this Convertible NoteSecurity. Principal Amount to be Converted (in an integral multiple of $1,000, if less than all) U.S. $_________ Dated: Fill _______________ Signature(s) must be guaranteed by an eligible guarantor institution (banks, stock brokers, savings and loan associations and credit unions with membership in for registration an approved signature guarantee medallion program) pursuant to Securities and Exchange Commission Rule 17 Ad-15, if shares of shares if Common Stock are to be delivered, and Convertible Notes if or Securities to be issued, other than to and in the name of the owner (Please Print): registered owner. Signature Principal amount Guaranty Fill in for registration of shares of Common Stock and Security if to be converted (if less than all): (Street Address) Social Security or other Taxpayer Identification Number (City, State and Zip Code) Signature Guarantee: Signatures must be guaranteed by an eligible Guarantor Institution (banks, brokers, dealers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares are to be issued, or Convertible Notes are to be delivered, other issued otherwise than to and in the name of the registered holder. and irrevocably appoint agent to transfer this Convertible Note on the books of the Company. The agent may substitute another to act for him. Your Signature: (Sign exactly as your name appears on the other side of the Convertible Note) Date: Medallion Signature Guarantee:Holder.

Form of Conversion Notice. To: LTX-CREDENCE CORPORATION The undersigned owner of the Convertible Note hereby irrevocably exercises the option to convert this Convertible Note, or portion hereof (which is $100 1,000 or an integral multiple thereof) below designated, into shares of Common Stock of LTX-Credence Corporation in accordance with the terms of the Indenture referred to in this Convertible Note, and directs that the shares issuable and deliverable upon the conversion, together with any check in payment for fractional shares and Convertible Notes representing any unconverted principal amount hereof, be issued and delivered to the owner hereof unless a different name has been indicated below. If shares or any portion of this Convertible Note not converted are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Any amount required to be paid by the undersigned on account of interest and taxes accompanies this Convertible Note. Dated: Fill in for registration of shares if to be delivered, and Convertible Notes if to be issued, other than to and in the name of the owner (Please Print): Signature Principal amount to be converted (if less than all): (Street Address) Social Security or other Taxpayer Identification Number (City, State and Zip Code) Signature Guarantee: Signatures must be guaranteed by an eligible Guarantor Institution (banks, brokers, dealers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares are to be issued, or Convertible Notes are to be delivered, other than to and in the name of the registered holder. and irrevocably appoint agent to transfer this Convertible Note on the books of the Company. The agent may substitute another to act for him. Your Signature: (Sign exactly as your name appears on the other side of the Convertible Note) Date: Medallion Signature Guarantee:

Form of Conversion Notice. ToConversion notices shall be in substantially the following form: LTX-CREDENCE CORPORATION To Intuit Inc.: The undersigned owner of the Convertible Note this Security hereby irrevocably exercises the option to convert this Convertible NoteSecurity, or portion hereof (which is $100 1,000 or an integral multiple thereof) below designated, into shares of Common Stock of LTX-Credence Corporation the Company in accordance with the terms of the Indenture referred to in this Convertible NoteSecurity, and directs that the shares issuable and deliverable upon the conversion, together with any check in payment for fractional shares and Convertible Notes any Securities representing any unconverted principal amount hereof, be issued and delivered to the owner registered holder hereof unless a different name has been indicated below. If shares this Notice is being delivered on a date after the close of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security or any the portion thereof being converted has been called for redemption on a Redemption Date during the period beginning at the close of business on a Regular Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Convertible Note not converted Security to be converted. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect theretohereto. Any amount required to be paid by the undersigned on account of interest and taxes accompanies this Convertible NoteSecurity. PRINCIPAL AMOUNT TO BE CONVERTED (IN AN INTEGRAL MULTIPLE OF $1,000, IF LESS THAN ALL) U.S. $ Dated: Fill in for registration of shares if to be delivered, and Convertible Notes if to be issued, other than to and in the name of the owner (Please Print): Signature Principal amount to be converted (if less than all): (Street AddressSignature(s) Social Security or other Taxpayer Identification Number (City, State and Zip Code) Signature Guarantee: Signatures must be guaranteed by an eligible Guarantor Institution guarantor institution (banks, stock brokers, dealers, savings and loan associations and credit unions) unions with membership in an approved signature guarantee medallion program program) pursuant to Securities and Exchange Commission Rule 17Ad-15 17Ad-15. Signature Guaranty Fill in for registration of shares of Common Stock and Security if shares are to be issued, issued otherwise than to the registered Holder. (Name) Social Security or Convertible Notes are Other Taxpayer Identification Number (Address) Please print Name and Address (including zip code number) [The above conversion notice is to be deliveredmodified, as appropriate, for conversion into other than to and in the name of the registered holder. and irrevocably appoint agent to transfer this Convertible Note on the books securities or property of the Company. The agent may substitute another to act for him. Your Signature: (Sign exactly as your name appears on the other side of the Convertible Note) Date: Medallion Signature Guarantee:.]

Form of Conversion Notice. To: LTX-CREDENCE CORPORATION Manor Care, Inc. The undersigned owner registered holder of the Convertible Note this Security hereby irrevocably exercises the option to convert this Convertible NoteSecurity, or portion hereof (which is $100 1,000 principal amount or an integral multiple thereof) below designateddesignated below, into for cash and shares of Common Stock of LTX-Credence Corporation Manor Care, Inc., if any, in accordance with the terms of the Indenture referred to in this Convertible NoteSecurity, and directs that cash and the shares shares, if any, issuable and deliverable upon the such conversion, together with and any check in payment for fractional shares and Convertible Notes Securities representing any unconverted principal amount hereof, be issued and delivered to the owner registered holder hereof unless a different name has been indicated below. If cash, shares or any portion of this Convertible Note Security not converted are to be issued in the name of a person Person other than the undersigned, the undersigned will shall pay all transfer taxes payable with respect thereto. Any amount required This notice shall be deemed to be paid by an irrevocable exercise of the undersigned on account of interest and taxes accompanies option to convert this Convertible NoteSecurity. Dated: The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15. Fill in for registration of shares if to be delivered, and Convertible Notes Securities if to be issued other than to and in the name of registered holder: (Name) Principal amount to be converted (if less than all): $___,000 (Street Address) (City state and zip code) Social Security or Other Taxpayer Number Please print name and address To: Manor Care, Inc. The undersigned registered holder of this Security hereby acknowledges receipt of a notice from Manor Care, Inc. (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to repurchase this Security, or the portion hereof (which is $1,000 principal amount or a integral multiple thereof) designated below, in accordance with the terms of the Indenture referred to in this Security and this Security and directs that the check or Common Stock of the Company, as applicable, in payment for this Security or the portion thereof and any Securities representing any unrepurchased principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If any portion of this Security not repurchased is to be issued in the name of a Person other than the undersigned, the undersigned shall pay all transfer taxes payable with respect thereto. Dated: The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15. Fill in if a check is to be issued, or Securities are to be issued, other than to and in the name of the owner (Please Print): Signature Principal amount to be converted (if less than all): (Street Address) Social Security or other Taxpayer Identification Number (City, State and Zip Code) Signature Guarantee: Signatures must be guaranteed by an eligible Guarantor Institution (banks, brokers, dealers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares are to be issued, or Convertible Notes are to be delivered, other than to and in the name of the registered holder. and irrevocably appoint agent to transfer this Convertible Note on the books of the Company. The agent may substitute another to act for him. Your Signature: (Sign exactly as your name appears on the other side of the Convertible Note) Date: Medallion Signature Guarantee:

Form of Conversion Notice. ToConversion notices shall be in substantially the following form: LTX-CREDENCE CORPORATION To Hewlett Packard Enterprise Company: The undersigned owner of the Convertible Note this Security hereby irrevocably exercises the option to convert this Convertible NoteSecurity, or portion hereof (which is $100 [1,000] or an integral multiple thereof) below designated, into shares of Common Stock of LTX-Credence Corporation in accordance with the terms of the Indenture referred to in this Convertible NoteSecurity, and directs that the any shares issuable and deliverable upon the conversion, together with any check in payment for fractional shares and Convertible Notes any Securities representing any unconverted principal amount hereof, be issued and delivered to the owner registered holder hereof unless a different name has been indicated below. If shares this Notice is being delivered on a date after the close of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security or any the portion thereof being converted has been called for redemption on a Redemption Date during the period beginning at the close of business on a Regular Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Convertible Note not converted Security to be converted. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect theretohereto. Any amount required to be paid by the undersigned on account of interest and taxes accompanies this Convertible NoteSecurity. Dated: Fill Signature(s) must be guaranteed by an eligible guarantor institution (banks, stock brokers, savings and loan associations and credit unions with membership in for registration an approved signature guarantee medallion program) pursuant to Securities and Exchange Commission Rule 17 Ad-15, if shares of shares if Common Stock are to be delivered, and Convertible Notes if or Securities to be issued, other than to and in the name of the owner (Please Print): Signature Principal amount registered owner. Fill in for registration of shares of Common Stock and Security if to be converted issued otherwise than to the registered Holder. (if less than all): (Street AddressName) Social Security or other Other Taxpayer Identification Number (City, State Address) Please print Name and Zip CodeAddress (including zip code number) Signature Guarantee: Signatures must be guaranteed by an eligible Guarantor Institution (banks, brokers, dealers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares are [The above conversion notice is to be issuedmodified, as appropriate, for conversion into other securities or Convertible Notes are to be delivered, other than to and in the name of the registered holder. and irrevocably appoint agent to transfer this Convertible Note on the books property of the Company. The agent may substitute another to act for him. Your Signature: (Sign exactly as your name appears on the other side of the Convertible Note) Date: Medallion Signature Guarantee:.]

Form of Conversion Notice. ToConversion notices shall be in substantially the following form, with such changes as are appropriate for the applicable series of Securities: LTX-CREDENCE CORPORATION To Express Scripts, Inc.: The undersigned owner of the Convertible Note this Security hereby irrevocably exercises the option to convert this Convertible NoteSecurity, or portion hereof (which is $100 1,000 or an integral multiple thereof) below designated, into shares of Common Stock of LTX-Credence Corporation in accordance with the terms of the Indenture referred to in this Convertible NoteSecurity, and directs that the any shares issuable and deliverable upon the conversion, together with any check in payment for fractional shares and Convertible Notes any Securities representing any unconverted principal amount hereof, be issued and delivered to the owner registered holder hereof unless a different name has been indicated below. If shares this Notice is being delivered on a date after the close of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security or any the portion thereof being converted has been called for redemption on a Redemption Date during the period beginning at the close of business on a Regular Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Convertible Note not converted Security to be converted. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect theretoto this option exercise, including such issuance. Any amount required to be paid by the undersigned on account of interest and taxes accompanies this Convertible NoteSecurity. Principal Amount to be Converted (in an integral multiple of $1,000, if less than all) U.S. $ Dated: Fill Signature(s) must be guaranteed by an eligible guarantor institution (banks, stock brokers, savings and loan associations and credit unions with membership in for registration an approved signature guarantee medallion program) pursuant to Securities and Exchange Commission Rule 17 Ad-15, if shares of shares if Common Stock are to be delivered, and Convertible Notes if or Securities to be issued, other than to and in the name of the owner (Please Print): registered owner. Signature Principal amount Guaranty Fill in for registration of shares of Common Stock and Security if to be converted (if less than all): (Street Address) Social Security or other Taxpayer Identification Number (City, State and Zip Code) Signature Guarantee: Signatures must be guaranteed by an eligible Guarantor Institution (banks, brokers, dealers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares are to be issued, or Convertible Notes are to be delivered, other issued otherwise than to and in the name of the registered holder. and irrevocably appoint agent to transfer this Convertible Note on the books of the Company. The agent may substitute another to act for him. Your Signature: (Sign exactly as your name appears on the other side of the Convertible Note) Date: Medallion Signature Guarantee:Holder.

Form of Conversion Notice. ToConversion notices shall be in substantially the following form: LTX-CREDENCE CORPORATION To Identive Group, Inc.: The undersigned owner of the Convertible Note this Security hereby irrevocably exercises the option to convert this Convertible NoteSecurity, or portion hereof (which is $100 1,000 or an integral multiple thereof) below designated, into shares of Common Stock of LTX-Credence Corporation the Company in accordance with the terms of the Indenture referred to in this Convertible NoteSecurity, and directs that the shares issuable and deliverable upon the conversion, together with any check in payment for fractional shares and Convertible Notes any Securities representing any unconverted principal amount hereof, be issued and delivered to the owner registered holder hereof unless a different name has been indicated below. If shares this Notice is being delivered on a date after the close of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security or any the portion thereof being converted has been called for redemption on a Redemption Date during the period beginning at the close of business on a Regular Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Convertible Note not converted Security to be converted. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect theretohereto. Any amount required to be paid by the undersigned on account of interest and taxes accompanies this Convertible NoteSecurity. Dated: Fill in for registration of shares if Principal Amount to be deliveredConverted (in an integral multiple of $1,000, and Convertible Notes if to be issued, other than to and in the name of the owner (Please Print): Signature Principal amount to be converted (if less than all): (Street Address) Social Security or other Taxpayer Identification Number (City, State and Zip CodeU.S. $ Dated: Signature(s) Signature Guarantee: Signatures must be guaranteed by an eligible Guarantor Institution guarantor institution (banks, stock brokers, dealers, savings and loan associations and credit unions) unions with membership in an approved signature guarantee medallion program program) pursuant to Securities and Exchange Commission Rule 17Ad-15 17Ad-15. Signature Guaranty Fill in for registration of shares of Common Stock and Security if shares are to be issued, issued otherwise than to the registered Holder. (Name) Social Security or Convertible Notes are Other Taxpayer Identification Number (Address) Please print Name and Address (including zip code) [The above conversion notice is to be deliveredmodified, as appropriate, for conversion into other than to and in the name of the registered holder. and irrevocably appoint agent to transfer this Convertible Note on the books securities or property of the Company. The agent may substitute another to act for him. Your Signature: (Sign exactly as your name appears on the other side of the Convertible Note) Date: Medallion Signature Guarantee:.]

Form of Conversion Notice. ToConversion notices shall be in substantially the following form: LTX-CREDENCE CORPORATION To Energy Conversion Devices, Inc.: The undersigned owner of the Convertible Note this Security hereby irrevocably exercises the option to convert this Convertible NoteSecurity, or portion hereof (which is $100 1,000 or an integral multiple thereof) below designated, into shares of Common Stock of LTX-Credence Corporation the Company in accordance with the terms of the Indenture referred to in this Convertible NoteSecurity, and directs that the shares issuable and deliverable upon the conversion, together with any check in payment for fractional shares and Convertible Notes any Securities representing any unconverted principal amount hereof, be issued and delivered to the owner registered holder hereof unless a different name has been indicated below. If shares this Notice is being delivered on a date after the close of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security or any the portion thereof being converted has been called for redemption on a Redemption Date during the period beginning at the close of business on a Regular Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Convertible Note not converted Security to be converted. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect theretohereto. Any amount required to be paid by the undersigned on account of interest and taxes accompanies this Convertible NoteSecurity. Dated: Fill in for registration of shares if Principal Amount to be deliveredConverted (in an integral multiple of $1,000, and Convertible Notes if to be issued, other than to and in the name of the owner (Please Print): Signature Principal amount to be converted (if less than all): (Street Address) Social Security or other Taxpayer Identification Number (City, State and Zip CodeU.S. $ Dated: Signature(s) Signature Guarantee: Signatures must be guaranteed by an eligible Guarantor Institution guarantor institution (banks, brokers, dealersstockbrokers, savings and loan associations and credit unions) unions with membership in an approved signature guarantee medallion program program) pursuant to Securities and Exchange Commission Rule 17Ad-15 17Ad-15. Fill in for registration of shares of Common Stock and Security if shares are to be issued, issued otherwise than to the registered Holder. Name Social Security or Convertible Notes are Other Taxpayer Identification Number Please Name and Address (including zip code) [The above conversion notice is to be deliveredmodified, as appropriate, for conversion into other than to and in the name of the registered holder. and irrevocably appoint agent to transfer this Convertible Note on the books securities or property of the Company. The agent may substitute another to act for him. Your Signature: (Sign exactly as your name appears on the other side of the Convertible Note) Date: Medallion Signature Guarantee:.]

Form of Conversion Notice. To: LTX-CREDENCE CORPORATION Trinity Industries, Inc. The undersigned owner registered holder of the Convertible Note this Security hereby irrevocably exercises the option to convert this Convertible NoteSecurity, or portion hereof (which is $100 1,000 principal amount or an integral multiple thereof) below designateddesignated below, into for cash and shares of Common Stock of LTX-Credence Corporation Trinity Industries, Inc., if any, in accordance with the terms of the Indenture referred to in this Convertible NoteSecurity, and directs that cash and the shares shares, if any, issuable and deliverable upon the such conversion, together with and any check in payment for fractional shares and Convertible Notes Securities representing any unconverted principal amount hereof, be issued and delivered to the owner registered holder hereof unless a different name has been indicated below. If cash, shares or any portion of this Convertible Note Security not converted are to be issued in the name of a person Person other than the undersigned, the undersigned will shall pay all transfer taxes payable with respect thereto. Any amount required This notice shall be deemed to be paid by an irrevocable exercise of the undersigned on account of interest and taxes accompanies option to convert this Convertible NoteSecurity. Dated: The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15. Fill in for registration of shares if to be delivered, and Convertible Notes Securities if to be issued other than to and in the name of registered holder: (Name) Principal amount to be converted (if less than all): $___,000 (Street Address) (City state and zip code) Social Security or Other Taxpayer Number Please print name and address To: Trinity Industries, Inc. The undersigned registered holder of this Security hereby acknowledges receipt of a notice from Trinity Industries, Inc. (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to repurchase this Security, or the portion hereof (which is $1,000 principal amount or a integral multiple thereof) designated below, in accordance with the terms of the Indenture referred to in this Security and this Security and directs that the check or Common Stock of the Company, as applicable, in payment for this Security or the portion thereof and any Securities representing any unrepurchased principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If any portion of this Security not repurchased is to be issued in the name of a Person other than the undersigned, the undersigned shall pay all transfer taxes payable with respect thereto. Dated: The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15. Fill in if a check is to be issued, or Securities are to be issued, other than to and in the name of the owner (Please Print): Signature Principal amount to be converted (if less than all): (Street Address) Social Security or other Taxpayer Identification Number (City, State and Zip Code) Signature Guarantee: Signatures must be guaranteed by an eligible Guarantor Institution (banks, brokers, dealers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares are to be issued, or Convertible Notes are to be delivered, other than to and in the name of the registered holder. and irrevocably appoint agent to transfer this Convertible Note on the books of the Company. The agent may substitute another to act for him. Your Signature: (Sign exactly as your name appears on the other side of the Convertible Note) Date: Medallion Signature Guarantee:

Form of Conversion Notice. CONVERSION NOTICE To: LTX-CREDENCE CORPORATION CommScope, Inc. and First Union National Bank The undersigned registered owner of the Convertible Note this Security hereby irrevocably exercises the option to convert this Convertible NoteSecurity, or the portion hereof (which is $100 1,000 principal amount or an integral multiple thereof) ), below designated, designated into shares of Common Stock (in the form of LTX-Credence Corporation a Share Certificate) in accordance with the terms of the Indenture referred to in this Convertible NoteSecurity, and directs that the shares issuable and deliverable upon the conversion, together with any check in payment for a fractional shares share and Convertible Notes any Security representing any unconverted principal amount hereof, be issued and delivered to the registered owner hereof unless a different name has been indicated provided below. If shares or any portion of this Convertible Note Security not converted are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect theretothereto and is delivering herewith a certificate in proper form certifying that the applicable restrictions on transfer have been complied with. Any amount required to be paid by the undersigned on account of interest and taxes accompanies this Convertible NoteSecurity. DatedDATE: Fill in for registration of shares if to be delivered---------------------- ------------------------------- Signature(s) (If a corporation, and Convertible Notes if to be issuedpartnership or fiduciary, other than to and in the name title of the owner (Please Print): Signature Principal amount to Person signing must be converted (if less than all): (Street Addressstated.) Social Security or other Taxpayer Identification Number (City, State and Zip CodeSignature(s) Signature Guarantee: Signatures must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, dealers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares of Common Stock are to be issued, or Convertible Notes are Securities to be delivered, other than to and in the name of the registered holder. ------------------------------------ Signature Guarantee Fill in for registration of shares if they are to be delivered, or unconverted Securities if they are to be issued, other than to and irrevocably appoint agent to transfer this Convertible Note on in the books name of the Company. The agent may substitute another to act for him. Your Signatureregistered holder: ------------------------------------ (Sign exactly as your Name) ------------------------------------ (Street Address) ------------------------------------ (City, State and zip code) (Please print name appears on the other side of the Convertible Note) Date: Medallion Signature Guarantee:and address)