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]