EX-10.2



 Exhibit 10.2 

EXECUTION VERSION 
 AMENDMENT
NO. 1 
 This Amendment No. 1, dated as of May 19, 2015 (this “Amendment”), to that certain Credit Agreement,
dated as of April 27, 2015 (the “Credit Agreement”), by and among Teradyne, Inc. (the “Borrower”), the banks and other financial institutions or entities from time to time party thereto as lenders (the
“Lenders”), and Barclays Bank PLC, as administrative agent (in such capacity, the “Administrative Agent”) and collateral agent for the Lenders, is entered into by and among the Borrower, the subsidiaries of the
Borrower party hereto (such subsidiaries, together with the Borrower, the “Amendment Parties”), the Administrative Agent and the Lenders party hereto (the “Consenting Lenders”). Capitalized terms used herein but not
defined herein are used as defined in the Credit Agreement. 
 W I T N E
S S E T H: 
 WHEREAS, the Borrower, the
Administrative Agent and the Lenders are party to the Credit Agreement; 
 WHEREAS, the Borrower has requested that the
Administrative Agent and the Lenders agree to amend certain provisions of the Credit Agreement as set forth herein; and 

WHEREAS, subject to the terms and conditions set forth in this Amendment, the Consenting Lenders (which constitute Required
Lenders) are willing to make such amendment. 
 NOW, THEREFORE, in consideration of the premises contained
herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Amendment Parties, the Consenting Lenders and the Administrative Agent, intending to be legally bound hereby, agree as follows:

 SECTION 1. AMENDMENTS TO THE CREDIT AGREEMENT 

Effective as of the First Amendment Effective Date (as defined in Section 2 below), Section 7.7 of the Credit Agreement is hereby
amended by amending and restating clause (l) thereof as follows: 
 “(l) (x) Permitted Acquisitions and (y) Investments
in connection with actual or contemplated Permitted Acquisitions; provided that the aggregate amount of Investments by Loan Parties in non-Loan Parties permitted under this clause (y) shall not exceed 25% of Consolidated Assets as
determined as of the last day of the most recent fiscal quarter for which financial statements have been delivered hereunder prior to the making thereof;”. 

SECTION 2. CONDITIONS PRECEDENT 

This Amendment shall become effective as of the date (the “First Amendment Effective Date”) on which the Administrative Agent
shall have received this Amendment, duly executed by the Amendment Parties and Consenting Lenders constituting Required Lenders. 
 SECTION 3.
REPRESENTATIONS AND WARRANTIES 
 The Amendment Parties hereby confirm that each of the representations and warranties made by any Group
Member in Section 4 of the Credit Agreement or in any other Loan Document are true and correct in all material respects (provided that if any representation or warranty is by its terms 







 
qualified by materiality, such representation shall be true and correct in all respects) on and as of the First Amendment Effective Date, except to the extent that any such representation or
warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall be true and correct on and as of such earlier date. 

SECTION 4. MISCELLANEOUS 
 4.1
Costs and Expenses. The Borrower agrees to reimburse the Administrative Agent for its costs and expenses in connection with this Amendment (and any other Loan Documents delivered in connection herewith) as provided in Section 10.5 of
the Credit Agreement. 
 4.2 Reference to and Effect on the Loan Documents.  

(a) As of the First Amendment Effective Date, each reference in the Credit Agreement to “this Agreement,”
“hereunder,” “hereof,” “herein,” or words of like import, and each reference in the other Loan Documents to the Credit Agreement (including, without limitation, by means of words like
“thereunder”, “thereof” and words of like import), shall mean and be a reference to the Credit Agreement as amended by this Amendment.  

(b) Except as expressly provided in this Amendment, each Amendment Party hereby ratifies and confirms all of the terms and conditions of the
Credit Agreement, the Security Documents and the other Loan Documents to which it is a party and all documents, instruments and agreements related thereto, which remain in full force and effect. 

(c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any
right, power or remedy of the Administrative Agent or any Lender under the Credit Agreement or any Loan Document, or constitute a waiver or amendment of any other provision of the Credit Agreement or any Loan Document (as amended hereby) except as
and to the extent expressly set forth herein. 
 4.3 Counterparts. This Amendment may be executed by one or more of the
parties to this Amendment on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Amendment by email or facsimile
transmission shall be effective as delivery of an originally executed counterpart hereof. A set of the copies of this Amendment signed by all the parties shall be lodged with the Borrower and the Administrative Agent.  

4.4 Governing Law. THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER
IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AMENDMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 
 4.5 Loan Document and Integration. This
Amendment is a Loan Document, and together with the other Loan Documents, incorporates all negotiations of the parties hereto with respect to the subject matter hereof and is the final expression and agreement of the parties hereto with respect to
the subject matter hereof. 

  
 2 








 4.6 Headings. Section headings contained in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment for any other purposes. 
 4.7 Waiver of Jury
Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT OR
ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT AND THE OTHER
LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. 
 [SIGNATURE
PAGES FOLLOW] 

  
 3 








 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their
respective officers and members thereunto duly authorized, as of the date indicated above. 
  

			
	TERADYNE, INC., as Borrower
		
	By:	 	 /s/ Charles Gray

	Name:	 	Charles Gray
	Title:	 	Vice President and General Counsel


 [SIGNATURE PAGE TO AMENDMENT NO. 1] 







 
			
	EAGLE TEST SYSTEMS, INC., as Guarantor
	 NEXTEST SYSTEMS CORPORATION,

as Guarantor

	GENRAD, LLC, as Guarantor
	HERCO TECHNOLOGY CORP., as Guarantor
	P.L.S.T., INC., as Guarantor
		
	By:	 	 /s/ Gregory Beecher

	Name:	 	Gregory Beecher
	Title:	 	Vice President, Chief Financial Officer and Treasurer
	
	LITEPOINT CORPORATION, as Guarantor
		
	By:	 	 /s/ Gregory Beecher

	Name:	 	Gregory Beecher
	Title:	 	Treasurer
	
	LITEPOINT DESIGN TEST, LLC, as Guarantor
		
	By:	 	 /s/ Gregory Beecher

	Name:	 	Gregory Beecher
	Title:	 	President


 [SIGNATURE PAGE TO AMENDMENT NO. 1] 







 
			
	BARCLAYS BANK PLC,
	as Administrative Agent and Lender
		
	By:	 	 /s/ Luke Syme

	Name:	 	Luke Syme
	Title:	 	Assistant Vice President


 [SIGNATURE PAGE TO AMENDMENT NO. 1] 







 
			
	BANK OF AMERICA, N.A., as Lender
		
	By:	 	 /s/ Robert C. Megan

	Name:	 	Robert C. Megan
	Title:	 	Senior Vice President


 [SIGNATURE PAGE TO AMENDMENT NO. 1] 







 
			
	Silicon Valley Bank, as Lender
		
	By:	 	 /s/ Michael Shuhy

	Name:	 	Michael Shuhy
	Title:	 	Director


 [SIGNATURE PAGE TO AMENDMENT NO. 1] 







 
			
	SunTrust Bank, as Lender
		
	By:	 	 /s/ Min Park

	Name:	 	Min Park
	Title:	 	Vice President


 [SIGNATURE PAGE TO AMENDMENT NO. 1] 







 
			
	Wells Fargo, N.A., as Lender
		
	By:	 	 /s/ Debra E. DelVecchio

	Name:	 	Debra E. DelVecchio
	Title:	 	Senior Vice President


 [SIGNATURE PAGE TO AMENDMENT NO. 1] 







 
			
	JPMorgan Chase Bank, N.A., as Lender
		
	By:	 	 /s/ Justin Kelley

	Name:	 	Justin Kelley
	Title:	 	Vice President


 [SIGNATURE PAGE TO AMENDMENT NO. 1]