0001193125-05-225994 Sample Contracts

4 1/4% CONVERTIBLE SENIOR NOTES DUE 2007
Indenture • November 14th, 2005 • LTX Corp • Instruments for meas & testing of electricity & elec signals • New York

INDENTURE, dated as of November 14, 2005, between LTX Corporation, a Massachusetts corporation (hereinafter called the “Company”), having its principal office at LTX Park, University Avenue, Westwood, Massachusetts 02090, and U.S. Bank National Association, a national banking association, trustee hereunder (hereinafter called the “Trustee”), having its corporate trust services office at One Federal Street, 3rd Floor, Boston, MA 02110.

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EXCHANGE AGREEMENT
Exchange Agreement • November 14th, 2005 • LTX Corp • Instruments for meas & testing of electricity & elec signals

This Exchange Agreement (this “Agreement”) is made and entered into as of this day November, 2005, by and among the Holders named in Schedule 1 hereto (each a “Holder” and collectively, the “Holders”), and LTX Corporation, a Massachusetts corporation (the “Company”).

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