0001193125-09-073834 Sample Contracts

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 2014
Indenture • 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).

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Teradyne, Inc. Underwriting Agreement March 31, 2009
Underwriting 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

AMENDMENT TO CONFIRMATION
Confirmation Amendment • 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);

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