Second Supplemental Indenture



 Exhibit 4.3 
 EXECUTION COPY 
 CREDENCE SYSTEMS CORPORATION, the Company 
 LTX-CREDENCE CORPORATION, the Parent 
 and

 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., 
 Trustee 
  
  
 SECOND SUPPLEMENTAL INDENTURE

 Dated as of January 30, 2009 
 To 
 INDENTURE 
 Dated
as of December 20, 2006, 
 As amended by 
 SUPPLEMENTAL INDENTURE 
 Dated as of August 29, 2008 
  
  
 Relating to 
 Credence Systems Corporation 
 3.5% Convertible Senior Subordinated Notes due 2010 







 SECOND SUPPLEMENTAL INDENTURE 
 This SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of the 30th day of January, 2009, is made by and among
CREDENCE SYSTEMS CORPORATION, a Delaware corporation (the “Company”), LTX-CREDENCE CORPORATION, a Massachusetts corporation formerly known as LTX Corporation (the “Parent”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
(formerly known as THE BANK OF NEW YORK TRUST COMPANY, N.A.), as trustee under the Indenture referred to below (the “Trustee”). 
 WITNESSETH: 
 WHEREAS, the Company and the Trustee have heretofore entered into that certain Indenture dated as of
December 20, 2006 (as amended, modified and supplemented from time to time, including by the First Supplemental Indenture (as defined below), the “Indenture”), providing for the issuance of an initial principal amount of $122,500,000
of 3.5% Convertible Senior Subordinated Notes due 2010 (the “Convertible Notes”); 
 WHEREAS, as a result of the merger of
Zoo Merger Corporation, formerly a Delaware corporation and wholly-owned subsidiary of the Parent (“Merger Sub”), with and into the Company, pursuant to the Agreement and Plan of Merger dated as of June 20, 2008, among the Company,
Merger Sub and the Parent, the Company became a direct, wholly-owned subsidiary of the Parent and the Parent, the Company and the Trustee executed the Supplemental Indenture, dated as of August 29, 2008 (the “First Supplemental
Indenture”); 
 WHEREAS, the First Supplemental Indenture amended the Indenture to provide for, among other things, the issuance
of shares of the Parent’s Common Stock upon conversion of the Convertible Notes, as more particularly described in the First Supplemental Indenture; 
 WHEREAS, the Parent now intends to cause the Company to merge with and into the Parent, with the Parent being the surviving corporation of such merger (the “Merger”), immediately after the execution
and delivery of this Second Supplemental Indenture; 
 WHEREAS, Section 5.01 of the Indenture permits the Company to merge with
another corporation provided certain conditions are satisfied; 
 WHEREAS, Section 9.01(c) of the Indenture authorizes the
Company and the Trustee to amend the Indenture without the consent of any holders of the Convertible Notes for the purpose of evidencing the succession of another person to the Company and providing for the assumption by such successor of the
covenants and obligations of the Company under the Indenture and in the Convertible Notes as permitted by Section 5.01 of the Indenture; 
 WHEREAS, the Company and the Parent desire to execute this Second Supplemental Indenture in compliance with Sections 5.01 and 9.01(c) of the Indenture; 
 WHEREAS, all acts and things necessary to make this Second Supplemental Indenture a valid and binding agreement for the purposes and objects herein expressed have been duly done and performed, and the execution
of this Second Supplemental Indenture has been in all respects, duly authorized; and 
  

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 WHEREAS, the foregoing recitals are made as representations or statements of fact by the Company
and the Parent and not by the Trustee; 
 NOW, THEREFORE, in consideration of the premises and of other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Parent hereby covenant and agree with the Trustee, for the equal and proportionate benefit of the respective holders from time to time of the
Convertible Notes, as follows: 
 ARTICLE I 
 ASSUMPTION OF OBLIGATIONS 
 On the terms and subject to the conditions set forth herein, effective as
of the Effective Time (as defined below), (i) the Parent hereby assumes the due and punctual payment of the principal of, and interest and Liquidated Damages, if any, on all of the outstanding Convertible Notes and the performance of every
covenant of such Convertible Notes and the Indenture and the Registration Rights Agreement on the part of the Company to be performed or observed and (ii) the Parent hereby succeeds to, and is substituted for, and may exercise every right and
power of, the Company under the Indenture with the same effect as if the Parent had been named as the Company under the Indenture. 
 ARTICLE II 
 CONDITION TO EFFECTIVENESS 
 This Second Supplemental Indenture shall become effective concurrently with the effective time of the Merger (the “Effective Time”). The Company will promptly notify the Trustee of the Effective Time and the
effectiveness of this Second Supplemental Indenture. 
 ARTICLE III 
 MISCELLANEOUS PROVISIONS 
 Section 3.1 The internal laws of the
State of New York shall govern this Second Supplemental Indenture, without regard to the conflict of laws provisions thereof. 
 Section 3.2 Effective as of the Effective Time, the term “Company” in the Indenture shall mean the Parent until a successor replaces the Parent in accordance with Article V of the Indenture. All other terms used in
this Second Supplemental Indenture which are defined in the Indenture, the Trust Indenture Act, or which are by reference therein defined in the Securities Act (except as herein otherwise expressly provided or unless the context otherwise requires)
shall have the meanings assigned to such terms in the Indenture, the Trust Indenture Act, and in said Securities Act, as in force at the date of the execution of this Second Supplemental Indenture. The words “herein,” “hereof’
and “hereunder,” and words of similar import refer to this Second Supplemental Indenture as a whole and not to any particular Article, Section or other Subsection. 
  

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 Section 3.3 Nothing in this Second Supplemental Indenture, expressed or implied, shall give
or be construed to give any person, firm or corporation, other than the parties hereto and their successors hereunder, and the holders of the Convertible Notes, any legal or equitable right, remedy or claim under or in respect to this Second
Supplemental Indenture, or under any covenant, condition or provision herein contained; all such covenants, conditions and provisions being for the sole benefit of the parties hereto and their successors hereunder and the holders of the Convertible
Notes. 
 Section 3.4 The Trustee accepts the amendment of the Indenture effected by this Second Supplemental Indenture and
agrees to execute the trust created by the Indenture as hereby amended, but only upon the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee,
which terms and provisions shall in like manner define and limit its liabilities and responsibilities in the performance of the trust created by the Indenture as hereby amended. 
 Section 3.5 After the consummation of the Merger, any Convertible Notes authenticated and delivered in substitution for, or in lieu of,
Convertible Notes then outstanding and all Convertible Notes presented or delivered to the Trustee on and after the Effective Time for such purpose shall be either restated to give effect to this Second Supplemental Indenture or, in lieu thereof,
shall bear a legend substantially as follows: 
 “The consideration received upon conversion of the principal amount of this Convertible
Note shall be determined with reference to shares of the Common Stock, without par value per share, of LTX-Credence Corporation (the “Parent”), at a Conversion Price per share of $13.46, such Conversion Price being subject to certain
adjustments as set forth in the Indenture. Reference herein to “Common Stock of the Company” or the “Company’s Common Stock” shall be deemed to be to the Common Stock of the Parent. The Indenture, dated as of
December 20, 2006, referred to in this Note has been amended by a Supplemental Indenture dated as of August 29, 2008 (the “First Supplemental Indenture”) to provide for such convertibility. 
 Such Indenture, as amended, has been further amended by a Second Supplemental Indenture, dated as of January 30, 2009, in connection with the merger
of Credence Systems Corporation into the Parent to provide for (i) the assumption by Parent of the due and punctual payment of the principal of, and interest and Liquidated Damages, if any, on this Note and the performance of every covenant of
this Note and such Indenture and the related Registration Rights Agreement dated December 20, 2006 on the part of the Company to be performed or observed and (ii) the succession of the Parent to, and the substitution for, and the right to
exercise every right and power of, the Company under the Indenture with the same effect as if the Parent had been named as the Company therein. 
  

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 Reference is hereby made to the First Supplemental Indenture and the Second Supplemental Indenture,
copies of which are on file with the Parent, for a statement of the amendments therein made.” 
 Nothing contained in this Second
Supplemental Indenture shall require the holder of any Convertible Note to submit or exchange such Convertible Note prior to the consummation of the Merger in order to obtain the benefits of any provisions hereunder. 
 The Company agrees to provide for the reproduction of the above legend on the Convertible Notes without materially obscuring the text of the Convertible
Notes. 
 Anything herein contained to the contrary notwithstanding, the Trustee shall not at any time be under any responsibility to acquire
or cause any Convertible Note now or hereafter outstanding to be presented or delivered to it for any purpose provided for in this Section 3.5. 
 Section 3.6 Except as expressly supplemented by this Second Supplemental Indenture, the Indenture, the Convertible Notes issued thereunder and the charge and obligation created thereby are in all respects
ratified and confirmed and all of the rights, remedies, terms, conditions, covenants and agreements of the Indenture and the Convertible Notes issued thereunder shall remain in full force and effect. 
 Section 3.7 If any provision of this Second Supplemental Indenture limits, qualifies or conflicts with any provision of the Indenture, which
is required to be included by any of the provisions of Section 310 to 317, inclusive, of the Trust Indenture Act, such required provision shall control. 
 Section 3.8 The recitals contained in this Second Supplemental Indenture shall be taken as statements of the Company and the Parent, and the Trustee assumes no responsibility for their correctness. The
Trustee makes no representations as to the validity or sufficiency of this Second Supplemental Indenture. 
 Section 3.9 This
Second Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original and all of which shall together constitute one and the same instrument. 
 [Signatures on next page] 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed
as of the day and year first above written. 
  

			
	 CREDENCE SYSTEMS CORPORATION

		
	 By:
	 	 /s/ David G. Tacelli

	 Name:
	 	David G. Tacelli
	 Title:
	 	President and Chief Executive Officer
	
	 LTX-CREDENCE CORPORATION

		
	 By:
	 	 /s/ David G. Tacelli

	 Name:
	 	David G. Tacelli
	 Title:
	 	President and Chief Executive Officer
	
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
		
	 By:
	 	 /s/ Melonee Young

	 Name:
	 	Melonee Young
	 Title:
	 	Vice President