TELEDYNE TECHNOLOGIES INC : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an…

Item 1.01. Entry into a Material Definitive Agreement.

On January 19, 2021, Teledyne Technologies Incorporated ("Teledyne") enteredinto the following agreements:

First Amendment to Amended and Restated Term Loan Credit Agreement

On January 19, 2021, Teledyne and its subsidiary, Teledyne Netherlands B.V., asborrowers, and certain other subsidiaries of Teledyne, as guarantors, enteredinto an amendment (the "Term Loan Amendment") to Teledyne's Amended and RestatedTerm Loan Credit Agreement dated as of October 30, 2019 (as so amended, the"Term Loan Credit Agreement"). Among other things, the Term Loan Amendment(i) amends the definition of Permitted Acquisition to include the FireworkAcquisition (each as defined therein), which is the acquisition to beconsummated pursuant to that certain Agreement and Plan of Merger, dated as ofJanuary 4, 2021, among Teledyne, FLIR Systems, Inc., Firework Merger Sub II,LLC, a wholly owned subsidiary of Teledyne and Firework Merger Sub I, Inc., awholly owned subsidiary of Firework Merger Sub II, LLC, (ii) amends theConsolidated Net Debt to EBITDA Ratio (as defined therein) for periods followingthe Firework Acquisition, (iii) modifies the "bail-in" acknowledgments of theparties therein, and (iv) modifies certain of the negative operating covenantstherein in certain respects.

Sixth Amendment to Amended and Restated Credit Agreement

On January 19, 2021, Teledyne, as borrower, certain of its foreign subsidiaries,as designated borrowers, and certain of its other subsidiaries, as guarantors,entered into an amendment (the "Sixth Amendment") to Teledyne's Amended andRestated Credit Agreement dated as of March 1, 2013, as amended by that certainFirst Amendment to Amended and Restated Credit Agreement dated as of December 4,2015, that certain Second Amendment to Amended and Restated Credit Agreementdated as of January 17, 2017, that certain Third Amendment to Amended andRestated Credit Agreement dated as of March 17, 2017, that certain FourthAmendment to the Amended and Restated Credit Agreement, dated as of March 15,2019, and that certain Fifth Amendment to Amended and Restated Credit Agreementdated as of October 30, 2019 (as so amended, the "Credit Agreement"). Amongother things, the Sixth Amendment (i) amends the definition of PermittedAcquisition to include the Firework Acquisition (each as defined therein), (ii)amends the Consolidated Net Debt to EBITDA Ratio (as defined therein) forperiods following the Firework Acquisition, (iii) modifies the "bail-in"acknowledgments of the parties therein, and (iv) modifies certain of thenegative operating covenants therein in certain respects.

The descriptions set forth above are qualified in their entirety by the TermLoan Amendment and the Sixth Amendment, copies of which are filed as exhibits tothis report and are incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an

Off-Balance Sheet Arrangement of a Registrant.

The information set forth above in Item 1.01 is hereby incorporated into thisitem 2.03 by reference.

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TELEDYNE TECHNOLOGIES INC : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an...

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