INDENTURE between CREDENCE SYSTEMS CORPORATION and THE BANK OF NEW YORK TRUST COMPANY, N.A. as Trustee 3.5% Convertible Senior Subordinated Notes due 2010Indenture • December 21st, 2006 • Credence Systems Corp • Instruments for meas & testing of electricity & elec signals • New York
THIS INDENTURE, dated as of December 20, 2006, is between CREDENCE SYSTEMS CORPORATION, a Delaware corporation (the “Company”), and The Bank of New York Trust Company, N.A., a national banking association, as trustee (the “Trustee”). The Company has duly authorized the creation of its 3.5% Convertible Senior Subordinated Notes due 2010 (the “Convertible Notes”), and to provide therefor the Company and the Trustee have duly authorized the execution and delivery of this Indenture. Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the holders from time to time of the Convertible Notes:
CREDENCE SYSTEMS CORPORATION REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 21st, 2006 • Credence Systems Corp • Instruments for meas & testing of electricity & elec signals • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of December 20, 2006 by and among Credence Systems Corporation, a Delaware corporation (the “Company”), and the initial purchasers of the Company’s Notes (as defined below) named in Exhibit A hereto (each, an “Initial Purchaser” and, collectively, the “Initial Purchasers”), pursuant to those certain Exchange and Purchase Agreements, each dated as of December 15, 2006 between the Company and each of the Initial Purchasers (each, an “Exchange Agreement” and, collectively, the “Exchange Agreements”). In order to induce each Initial Purchaser to enter into an Exchange 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 each Exchange Agreement.
EXCHANGE AND PURCHASE AGREEMENTExchange and Purchase Agreement • December 21st, 2006 • Credence Systems Corp • Instruments for meas & testing of electricity & elec signals
This Exchange and Purchase Agreement (this “Agreement”) is made and entered into as of this 14th day of December, 2006, by and between (the “Holder”), and Credence Systems Corporation, a Delaware corporation (the “Company”).
