XXXXXXXXXX TECHNOLOGY INCORPORATED. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: CEO Accepted and Agreed to: Xxxxxxx Xxxxx XX Master Partnership, L.P. By: GS TC Advisors, L.L.C., its general partner By: /s/ Xxxxxxx XxXxxxxx Name: Xxxxxxx XxXxxxxx Title: Authorized Signatory Address: 0 Xxxxxxxx Xxxx Xxxxxxxxx, XX 00000 $4,000,000.00 Principal Amount of 3.25% Convertible Subordinated Notes due 2026
XXXXXXXXXX TECHNOLOGY INCORPORATED. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: CEO Accepted and Agreed to: Xxxxxxx Sachs Palmetto State Credit Fund, L.P. By: Xxxxxxx Xxxxx Multi-Strategy Fund Palmetto State Advisors, L.L.C., its general partner By: /s/ Xxxxxxx XxXxxxxx Name: Xxxxxxx XxXxxxxx Title: Authorized Signatory Address: 0 Xxxxxxxx Xxxx Xxxxxxxxx, XX 00000 $3,000,000.00 Principal Amount of 3.25% Convertible Subordinated Notes due 2026
XXXXXXXXXX TECHNOLOGY INCORPORATED. Attested by: By: -------------------------- -------------------------- Name: Name: Title: Title: Dated: TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Notes referred to in the within-mentioned Indenture. U.S. BANK NATIONAL ASSOCIATION By: --------------------------- Authorized Officer [REVERSE SIDE OF CONVERTIBLE SUBORDINATED NOTE]
XXXXXXXXXX TECHNOLOGY INCORPORATED. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: CEO Accepted and Agreed to: Liberty Harbor Master Fund I, L.P. By: Liberty Harbor I GP, LLC, its general partner By: /s/ Xxxxxxx XxXxxxxx Name: Xxxxxxx XxXxxxxx Title: Authorized Signatory Address: 0 Xxxxxxxx Xxxx Xxxxxxxxx, XX 00000 $23,558,000.00 Principal Amount of 3.25% Convertible Subordinated Notes due 2026
XXXXXXXXXX TECHNOLOGY INCORPORATED. The undersigned incorporator, being a natural person of full age, for the purpose of forming a corporation under Minnesota Statutes, Chapter 302A, hereby adopts the following Articles of Incorporation: ARTICLE I Name The name of this corporation is Hutchinson Technology Incorporated.
XXXXXXXXXX TECHNOLOGY INCORPORATED. By: ---------------------------------- Print Name: -------------------------- Title: -------------------------------- SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF XXXXXXXXXX TECHNOLOGY INCORPORATED, DATED ________________, 19__ MATURITY PRINCIPAL MATURITY PRINCIPAL AMOUNT OF OF INTEREST AMOUNT UNPAID DATE LOAN PERIOD PAID BALANCE ------------------------------------------------------------------------------- EXHIBIT "B" FORM OF OPINION December 8, 1995 The Agent and the Lenders who are parties to the Credit Agreement described below. Gentlemen/Ladies: We are counsel for Xxxxxxxxxx Technology Incorporated (the "Borrower"), and have represented the Borrower in connection with its execution and delivery of a Credit Agreement among the Borrower, The First National Bank of Chicago, individually and as Agent, and the Lenders named therein, providing for Advances and Facility Letters of Credit in an aggregate principal amount not exceeding $25,000,000 at any one time outstanding and dated as of December 8, 1995 (the "Agreement"). All capitalized terms used in this opinion and not otherwise defined shall have the meanings attributed to them in the Agreement. We have examined the Borrower's articles of incorporation, by-laws, resolutions, the Loan Documents and such other matters of fact and law which we deem necessary in order to render this opinion. Based upon the foregoing, it is our opinion that:
XXXXXXXXXX TECHNOLOGY INCORPORATED. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: CEO Accepted and Agreed to: Liberty Harbor Distressed Credit Opportunities Fund, L.P. By: Liberty Harbor Distressed Credit Opportunities Advisors, LLC, its general partner By: Xxxxxxx Sachs Asset Management, L.P., its sole member By: /s/ Xxxxxxx XxXxxxxx Name: Xxxxxxx XxXxxxxx Title: Authorized Signatory Address: 0 Xxxxxxxx Xxxx Xxxxxxxxx, XX 00000 $3,000,000.00 Principal Amount of 3.25% Convertible Subordinated Notes due 2026
XXXXXXXXXX TECHNOLOGY INCORPORATED. The undersigned (the “Holder”) hereby irrevocably elects to exercise Warrants to purchase from Xxxxxxxxxx Technology Incorporated, a Minnesota corporation (“the Company”), shares of Common Stock, $0.01 par value per share, of the Company (the “Common Stock”) at the per share exercise price of $0.01 (the “Exercise Price”), by Cashless Exercise (as defined in the Warrant Agreement dated as of , 2012 (the “Warrant Agreement”), between the Company and Xxxxx Fargo Bank, National Association) and otherwise on the terms and conditions specified in the Warrant Agreement. ¨ The undersigned hereby requests that the shares of Common Stock be issued in certificated form and be registered in such name, and be delivered to such address, as provided in the necessary information below. ¨ If the shares of Common Stock are evidenced by global securities, the undersigned hereby requests that the shares of Common Stock be registered in the name of The Depository Trust Company or its nominee by providing the necessary information below. (PLEASE PRINT) ADDRESS: CONTACT NAME:
XXXXXXXXXX TECHNOLOGY INCORPORATED. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: CEO Accepted and Agreed to: Xxxxxxx Sachs Convertible Opportunities Master Fund, L.P. By: Xxxxxxx Xxxxx Convertible Opportunities GP, LLC By: /s/ Xxxxxxx XxXxxxxx Name: Xxxxxxx XxXxxxxx Title: Authorized Signatory Address: 0 Xxxxxxxx Xxxx Xxxxxxxxx, XX 00000 $3,000,000.00 Principal Amount of 3.25% Convertible Subordinated Notes due 2026
XXXXXXXXXX TECHNOLOGY INCORPORATED. By: -------------------------------- Name: Title: Accepted as of the date hereof: Xxxxxxx, Sachs & Co. Xxxxxxx Xxxxx Xxxxxx Xxxxxxxxx & Xxxxx By: --------------------------------- (Xxxxxxx, Sachs & Co.) On behalf of each of the Underwriters
