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
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).
AMENDMENT TO CONFIRMATIONConfirmation • April 6th, 2009 • Teradyne, Inc • Instruments for meas & testing of electricity & elec signals • New York
WHEREAS, Dealer and Issuer are parties to a Confirmation dated as of March 31, 2009 (the “Confirmation”) evidencing an Issuer Warrant Transaction (Ref. No. SDB 1630292324);
