CREDIT AGREEMENT Dated as of November 14, 2008 among TERADYNE, INC., as the Borrower, THE SUBSIDIARIES OF THE BORROWER IDENTIFIED HEREIN, as the Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, RBS...Credit Agreement • November 20th, 2008 • Teradyne, Inc • Instruments for meas & testing of electricity & elec signals • New York
This CREDIT AGREEMENT is entered into as of November 14, 2008 among TERADYNE, INC., a Massachusetts corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
SECOND AMENDMENT TO AMENDED AND RESTATED MULTICURRENCY REVOLVING CREDIT AND TERM LOAN AGREEMENT -------------------------------------------------------------------------------Teradyne Inc • March 30th, 1998 • Instruments for meas & testing of electricity & elec signals • Massachusetts
TERADYNE, INC. AND FLEET NATIONAL BANK AS RIGHTS AGENTRights Agreement • November 20th, 2000 • Teradyne Inc • Instruments for meas & testing of electricity & elec signals • Massachusetts
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 4th, 2022 • Teradyne, Inc • Instruments for meas & testing of electricity & elec signals • New York
THIS CREDIT AGREEMENT (this “Agreement”) is made and entered into as of May 1, 2020, by and among TERADYNE, INC., a Massachusetts corporation (the “Borrower”), the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”), and TRUIST BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), as issuing bank (the “an Issuing Bank” (as hereinafter defined) and as swingline lender (the “Swingline Lender”).
WITNESSETH:Master Lease Agreement • March 26th, 1996 • Teradyne Inc • Instruments for meas & testing of electricity & elec signals
WITNESSETH:Control Agreement • March 28th, 2003 • Teradyne Inc • Instruments for meas & testing of electricity & elec signals • Massachusetts
WITNESSETH:Consulting Agreement • March 30th, 1998 • Teradyne Inc • Instruments for meas & testing of electricity & elec signals • Massachusetts
Loan No. 050-8563-001 PROMISSORY NOTE ---------------Teradyne Inc • March 29th, 2002 • Instruments for meas & testing of electricity & elec signals
TERADYNE, INC. AND FLEET NATIONAL BANK AS RIGHTS AGENTRights Agreement • November 20th, 2000 • Teradyne Inc • Instruments for meas & testing of electricity & elec signals • Massachusetts
THIRD AMENDMENT TO AMENDED AND RESTATED MULTICURRENCY REVOLVING CREDIT AND TERM LOAN AGREEMENTTeradyne Inc • March 30th, 1999 • Instruments for meas & testing of electricity & elec signals • Massachusetts
1 EXHIBIT 2.1 AGREEMENT AND PLAN OF REORGANIZATIONAgreement • October 6th, 2000 • Teradyne Inc • Instruments for meas & testing of electricity & elec signals • California
Teradyne, Inc. Underwriting Agreement March 31, 2009Underwriting Agreement • April 6th, 2009 • Teradyne, Inc • Instruments for meas & testing of electricity & elec signals • New York
Teradyne, Inc., a Commonwealth of Massachusetts corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of $175,000,000 principal amount of the 4.50% Convertible Senior Notes due March 15, 2014, convertible into common stock, par value $0.125 (“Stock”), of the Company, (the “Firm Securities”) and, at the election of the Underwriters, up to an aggregate of $15,000,000 additional principal amount (the “Optional Securities”) (the Firm Securities and the Optional Securities which the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Securities”). In connection with the offering of the Securities, the Company is entering into convertible note hedge and warrant transactions with Goldman, Sachs & Co. (the “Convertible Note Hedge and Warrant Counterparty”) pursuant to confirmation letters, dated March 31, 2009, subjec
Exhibit 4.6 TERADYNE, INC. 3.75% CONVERTIBLE SENIOR NOTES DUE OCTOBER 15, 2006 REGISTRATION RIGHTS AGREEMENTTeradyne Inc • December 21st, 2001 • Instruments for meas & testing of electricity & elec signals • New York
GENRAD, INC.Stock Option Agreement • November 19th, 2001 • Teradyne Inc • Instruments for meas & testing of electricity & elec signals
FIRST AMENDMENTLoan Agreement • March 30th, 1998 • Teradyne Inc • Instruments for meas & testing of electricity & elec signals • Massachusetts
TERADYNE, INC. as Issuer AND U.S. BANK NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of March [•], 2009 [•]% Convertible Senior Notes due 2014Indenture • March 30th, 2009 • Teradyne, Inc • Instruments for meas & testing of electricity & elec signals • New York
INDENTURE dated as of March [•], 2009 between Teradyne, Inc., a Massachusetts corporation, as issuer (hereinafter sometimes called the “Company,” as more fully set forth in Section 1.01) and U.S. Bank National Association, a national banking association, as trustee (hereinafter sometimes called the “Trustee,” as more fully set forth in Section 1.01).
1 Exhibit 10.5 ASSIGNMENT AND ACCEPTANCE ------------------------- Dated as of October 1, 1999 Reference is made to the Amended and Restated Multicurrency Revolving Credit and Term Loan Agreement, dated as of January 31, 1996 (as from time to time...Assignment And • March 27th, 2000 • Teradyne Inc • Instruments for meas & testing of electricity & elec signals
1 EXHIBIT 10.15 [Teradyne, Inc. Letterhead] Mr. John E. Halter 576 E. Crescent Drive Palo Alto, CA 94301 January 24, 1997 Dear Jack: The purpose of this letter is to confirm our agreement regarding your employment status. As we discussed, effective...Teradyne Inc • March 27th, 1997 • Instruments for meas & testing of electricity & elec signals
AmongAnd Term Loan Agreement • March 26th, 1996 • Teradyne Inc • Instruments for meas & testing of electricity & elec signals • Massachusetts
EXECUTIVE OFFICER CHANGE IN CONTROL AGREEMENTExecutive Officer Change in Control Agreement • February 22nd, 2024 • Teradyne, Inc • Instruments for meas & testing of electricity & elec signals • Massachusetts
EXECUTIVE OFFICER CHANGE IN CONTROL AGREEMENT entered into this 2nd day of February, 2024, by and between Teradyne, Inc. (including its subsidiaries, “Teradyne”), and the undersigned executive officer (“Employee”).
SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • November 20th, 2008 • Teradyne, Inc • Instruments for meas & testing of electricity & elec signals
THIS SECURITY AND PLEDGE AGREEMENT (this “Agreement”) is entered into as of November 14, 2008 among TERADYNE, INC., a Massachusetts corporation (the “Borrower”), the other parties identified as “Obligors” on the signature pages hereto and such other parties that may become Obligors hereunder after the date hereof (together with the Borrower, individually an “Obligor”, and collectively the “Obligors”) and BANK OF AMERICA, N.A., in its capacity as administrative agent (in such capacity, the “Administrative Agent”) for the holders of the Secured Obligations (defined below).
Loan No. 050-8563-001 CERTIFICATE AND INDEMNITY AGREEMENT REGARDING HAZARDOUS SUBSTANCES In connection with and as partial consideration for the making of a loan in the amount of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00) (the "Loan"), by...Teradyne Inc • March 29th, 2002 • Instruments for meas & testing of electricity & elec signals
AGREEMENT AND PLAN OF MERGER by and among TERADYNE, INC. (“Parent”) NAC EQUIPMENT CORPORATION (“Purchaser”) and NEXTEST SYSTEMS CORPORATION (the “Company”) Dated as of December 11, 2007Agreement and Plan of Merger • December 13th, 2007 • Teradyne, Inc • Instruments for meas & testing of electricity & elec signals • Delaware
AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated as of December 11, 2007 by and among Teradyne, Inc.,, a Massachusetts corporation (“Parent”), NAC Equipment Corporation, a Delaware corporation and a direct wholly owned subsidiary of Parent (“Purchaser”), and Nextest Systems Corporation, a Delaware corporation (the “Company”).
TERADYNE, INC. ISSUER TOTeradyne Inc • December 21st, 2001 • Instruments for meas & testing of electricity & elec signals • New York
EMPLOYMENT AGREEMENTEmployment Agreement • August 13th, 2004 • Teradyne Inc • Instruments for meas & testing of electricity & elec signals • Massachusetts
In consideration of my at-will employment by Teradyne, Inc., a corporation of the Commonwealth of Massachusetts (herein referred to as “the Company”), and the payments made to me as consequence thereof and specifically the grant of an option in 2004 to purchase common stock of the Company, I agree that I will promptly report to an officer of the Company or to such other individual as may from time to time be designated, all inventions and new ideas which I, alone or with others, have conceived or reduced to practice since the time of entering the employment of the Company in respect to any subject matter relating to the business in which the Company is engaging as of the date of conception or reduction to practice of each such invention or new idea. This obligation ceases with termination of my employment with the Company.
CREDIT AGREEMENT Dated as of April 27, 2015 among TERADYNE, INC., as the Borrower The Several Lenders from Time to Time Party Hereto, BARCLAYS BANK PLC as Administrative Agent and Collateral Agent, BARCLAYS BANK PLC BANK OF AMERICA, N.A. SILICON...Guarantee and Collateral Agreement • May 1st, 2015 • Teradyne, Inc • Instruments for meas & testing of electricity & elec signals • New York
CREDIT AGREEMENT (this “Agreement”), dated as of April 27, 2015, among TERADYNE, INC., a Massachusetts corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time party to this Agreement (the “Lenders”) and BARCLAYS BANK PLC, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent for the Lenders (in such capacity the “Collateral Agent”).
1 EXHIBIT 2 AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG TERADYNE, INC., M MERGER CORP. AND MEGATEST CORPORATION DATED AS OF SEPTEMBER 5, 1995 2 TABLE OF CONTENTSExhibit 2 Agreement and Plan of Merger • October 27th, 1995 • Teradyne Inc • Instruments for meas & testing of electricity & elec signals • Delaware
LOGO] EXHIBIT 10.11 LOAN AND SECURITY AGREEMENT SECTION 1. DEFINITIONS. All capitalized terms which are not defined herein are defined in Rider A attached hereto and made a part hereof ("Rider A"). Accounting terms not specifically defined shall be...Loan and Security Agreement • March 26th, 1996 • Teradyne Inc • Instruments for meas & testing of electricity & elec signals • New York
STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • September 3rd, 2008 • Teradyne, Inc • Instruments for meas & testing of electricity & elec signals • Delaware
This STOCKHOLDERS’ AGREEMENT (this “Agreement”), is dated as of September 1, 2008, by and between Teradyne, Inc., a Massachusetts corporation (“Parent”) and the stockholders listed on the signature pages hereto (each a “Stockholder” and collectively, the “Stockholders”).
WITNESSETHRights Agreement • March 30th, 1998 • Teradyne Inc • Instruments for meas & testing of electricity & elec signals • Massachusetts
TERADYNE, INC. as Issuer AND U.S. BANK NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of April 6, 2009 4.50% Convertible Senior Notes due 2014Indenture • April 6th, 2009 • Teradyne, Inc • Instruments for meas & testing of electricity & elec signals • New York
INDENTURE dated as of April 6, 2009 between Teradyne, Inc., a Massachusetts corporation, as issuer (hereinafter sometimes called the “Company,” as more fully set forth in Section 1.01) and U.S. Bank National Association, a national banking association, as trustee (hereinafter sometimes called the “Trustee,” as more fully set forth in Section 1.01).
Wells Fargo Bank, National Association New York, NY 10152 Attn: Structuring Services Group Email: CorporateDerivativeNotifications@wellsfargo.com DATE: December 9, 2016 TO: Teradyne, Inc. North Reading, MA 01864 ATTENTION: Michael Callahan EMAIL:...Teradyne, Inc • December 12th, 2016 • Instruments for meas & testing of electricity & elec signals • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Transaction entered into between Wells Fargo Bank, National Association (“Dealer”) and Teradyne, Inc. (“Counterparty”) on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the Agreement specified below.
EMPLOYMENT AGREEMENTEmployment Agreement • May 13th, 2016 • Teradyne, Inc • Instruments for meas & testing of electricity & elec signals • Massachusetts
In consideration of my promotion to President, Semiconductor Test by Teradyne, Inc., a corporation of the Commonwealth of Massachusetts (herein referred to as “the Company”), effective February 8, 2016 and the payments made to me as consequence thereof, I agree that, effective February 8, 2016, I will promptly report to an officer of the Company or to such other individual as may from time to time be designated, all inventions and new ideas which I, alone or with others, have conceived or reduced to practice since the time of entering the employment of the Company in respect to any subject matter relating to the business in which the Company is engaging as of the date of conception or reduction to practice of each such invention or new idea. This obligation ceases with termination of my employment with the Company.
AGREEMENT REGARDING TERMINATION BENEFITSAgreement Regarding Termination Benefits • February 22nd, 2023 • Teradyne, Inc • Instruments for meas & testing of electricity & elec signals • Massachusetts
This Agreement Regarding Termination Benefits (“Agreement”) is entered into this 31st day of January, 2023 (the “Effective Date”) by and between Teradyne, Inc., a Massachusetts corporation with a principal office at 600 Riverpark Drive, North Reading, MA 01864 (the “Company”) and Gregory S. Smith, the Chief Executive Officer and President of the Company (“Executive”).
EXECUTIVE OFFICER CHANGE IN CONTROL AGREEMENTExecutive Officer Change in Control Agreement • May 13th, 2005 • Teradyne Inc • Instruments for meas & testing of electricity & elec signals • Massachusetts
EXECUTIVE OFFICER CHANGE IN CONTROL AGREEMENT entered into this 10th day of May, 2005, by and between Teradyne, Inc., a Massachusetts corporation (“Teradyne”), and the undersigned executive officer of Teradyne (“Employee”).
