Item 1.02 Termination of Material Definitive Agreement.

On April 7, 2009, Teradyne, Inc. (the "Company") terminated its Credit Agreement (the "Credit Agreement"), dated as of November 14, 2008, among the Company, as borrower, Bank of America, N.A., as administrative agent, RBS Citizens, N.A., as syndication agent, KeyBank National Association, as documentation agent, Silicon Valley Bank and Toronto Dominion (New York) LLC (the "Lenders") and certain domestic subsidiaries of the Company.

The Company used approximately $123.3 million of the net proceeds of its offering of $190 million aggregate principal amount of 4.50% convertible senior notes due 2014 to repay all amounts outstanding under the Credit Agreement.

The terminated Credit Agreement provided for a senior secured revolving credit facility in an aggregate principal amount of $122.5 million, and which was available on a revolving basis until November 14, 2011. At the Company's option, loans under the Credit Agreement bore interest at a rate per annum equal to
(i) the Eurodollar rate plus a margin varying between 3.00% and 3.50% based on the Company's consolidated leverage ratio or (ii) the Base Rate, defined as the rate of interest in effect for such day as announced by Bank of America, N.A. as its "prime rate", plus a margin varying between 2.00% and 2.50% based on the Company's consolidated leverage ratio. In addition, the Company was required to pay the Lenders a commitment fee at a rate per annum of 0.75% of the actual daily unused amount of the commitments of such Lenders under the credit facility. The Credit Agreement contained customary representations and warranties, as well as affirmative, negative and financial covenants, including a leverage ratio, fixed charge coverage ratio and an available domestic cash to total revolving borrowings ratio.

An affiliate of Bank of America, N.A. served as joint book-running manager of the Company's recent registered public offering of convertible senior notes referred to above.

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