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.
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]
5
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:
Secretary
[SIGNATURE PAGE TO AMENDMENT NO. 2]
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/ Charles Gray
Name:
Charles Gray Title:
Director
LITEPOINT CORPORATION, as Guarantor
By:
/s/ Charles Gray
Name:
Charles Gray
Title:
Director LITEPOINT DESIGN TEST, LLC, as Guarantor
By:
/s/ Charles Gray
Name:
Charles Gray Title:
Director
[SIGNATURE PAGE TO AMENDMENT NO. 2]
BARCLAYS BANK PLC,
as Administrative Agent, Issuing Lender and Lender
By:
/s/ Chris Walton
Name:
Chris Walton Title:
Director
[SIGNATURE PAGE TO AMENDMENT NO. 2]
BANK OF AMERICA N.A.,
as Lender and Issuing Lender
By:
/s/ Raymond T. Liu
Name: Raymond T. Liu Title: Associate
[SIGNATURE PAGE TO AMENDMENT NO. 2]
JPMORGAN CHASE BANK, N.A. By:
/s/ Daglas Panchal
Name: Daglas Panchal Title: Executive Director
[SIGNATURE PAGE TO AMENDMENT NO. 2]
SUNTRUST BANK,
as Lender and Issuing Lender
By:
/s/ Christian Sumulong
Name:
Christian Sumulong Title:
Vice President
[SIGNATURE PAGE TO AMENDMENT NO. 2]
SILICON VALLEY BANK,