INDENTURE between LTX-CREDENCE CORPORATION and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee 3.5% Convertible Senior Subordinated Notes due 2011 Dated as of [—], 2009Indenture • March 27th, 2009 • LTX-Credence Corp • Instruments for meas & testing of electricity & elec signals • New York
THIS INDENTURE, dated as of [—], 2009, is between LTX-CREDENCE CORPORATION, a Massachusetts corporation (the “Company”), and The Bank of New York Mellon 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 2011 (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:
EXCHANGE AGREEMENTExchange Agreement • March 27th, 2009 • LTX-Credence Corp • Instruments for meas & testing of electricity & elec signals
This Exchange Agreement (this “Agreement”) is made and entered into as of this [—] day of [—], 2009, by and among the Holders of Outstanding Notes (as defined below) named in Schedule 1 hereto (each a “Holder” and collectively, the “Holders”) and LTX-Credence Corporation, a Massachusetts corporation (the “Company”).
