EX-4.1




 Exhibit 4.1 
  

 
  

 
  

 
 TERADYNE, INC. 

and 
 WILMINGTON TRUST, NATIONAL
ASSOCIATION 
 as Trustee 

FIRST SUPPLEMENTAL INDENTURE 

Dated as of November 4, 2021 

Supplementing the 
 INDENTURE 

Dated as of December 12, 2016 
  

 
 1.25% Senior
Convertible Notes due 2023 
  
  

 
  

 
  











 FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”),
dated as of November 4, 2021, between Teradyne, Inc., a Massachusetts corporation, as issuer (the “Company”), and Wilmington Trust, National Association, as trustee (the “Trustee”). 

WHEREAS, the Company and the Trustee have executed and delivered that certain indenture (the “Existing Indenture,” and
the Existing Indenture, as supplemented by this Supplemental Indenture, the “Indenture”), dated as of December 12, 2016, relating to the Company’s 1.25% Senior Convertible Notes due 2023 (the “Notes”); and

 WHEREAS, the execution and delivery of this Supplemental Indenture without the consent of Holders is authorized by
Section 9.01(k) of the Existing Indenture. 
 NOW, THEREFORE, each party to this Supplemental Indenture agrees as follows
for the benefit of the other party and for the equal and ratable benefit of the Holders of the Notes. 
 Capitalized terms used in this
Supplemental Indenture without definition have the respective meanings given to them in the Existing Indenture. 
 Article 1. AMENDMENTS

 Notwithstanding anything to the contrary in Section 10.02(b) of the Existing Indenture, the following Settlement Methods will in
no event apply to the conversion of any Note with a Conversion Date that is on or after the date of this Supplemental Indenture: (A) Physical Settlement; or (B) Combination Settlement with a Specified Dollar Amount that is less than $1,000
per $1,000 principal amount of Notes. 
 Article 2. MISCELLANEOUS 

SECTION 2.01. INCORPORATION BY REFERENCE OF CERTAIN
PROVISIONS OF THE EXISTING INDENTURE. 
 The provisions of
Sections 11.01 and 11.08 to 11.17 of the Existing Indenture will apply to this Supplemental Indenture with the same force and effect as if such Sections were reproduced in this Supplemental Indenture, mutatis mutandis. 

SECTION 2.02. RECITALS. 

The Recitals set forth in this Supplemental Indenture are set forth exclusively by the Company, and the Trustee will not have any liability or
responsibility with respect to such Recitals. 
 SECTION 2.03. THE TRUSTEE. 

The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture
or for or in respect of the statements contained herein, all of which are made solely by the Issuer, and the Trustee assumes no responsibility for their correctness. 











 SECTION 2.04. CONTINUING EFFECT. 

Except as expressly supplemented and amended by this Supplemental Indenture, the Existing Indenture shall continue in full force and effect in
accordance with the provisions thereof, and the Existing Indenture (as supplemented and amended by this Supplemental Indenture) is in all respects hereby ratified and confirmed. This Supplemental Indenture and all the terms and conditions of this
Supplemental Indenture, with respect to the Notes, shall be and be deemed to be part of the terms and conditions of the Indenture for any and all purposes. 

[The Remainder of This Page Intentionally Left Blank; Signature Page Follows] 

  
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 IN WITNESS WHEREOF, the parties to this Supplemental Indenture have caused this
Supplemental Indenture to be duly executed as of the date first written above. 
  

			
	 TERADYNE, INC.

		
	By:	 	/s/ Sanjay Mehta
		 	 Name: Sanjay Mehta

		 	Title:   Chief Financial Officer
	
	WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE
		
	By:	 	/s/ Arlene Thelwell
		 	Name: Arlene Thelwell
		 	Title:   Vice President


 [Signature Page to First Supplemental Indenture]