FIRST AMENDMENT TO AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT dated as of January 19, 2021 (the Amendment), is entered into among Teledyne Technologies Incorporated, a Delaware corporation (the Company), the Designated Borrower party hereto, the Guarantors party hereto, the Lenders party hereto (the Consenting Lenders) and Bank of America, N.A., as Administrative Agent (the Administrative Agent). All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).
WHEREAS, the Company, the Designated Borrower party thereto, the Guarantors from time to time party thereto, the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent entered into that certain Amended and Restated Term Loan Credit Agreement dated as of October 30, 2019 (as amended, restated, amended and restated, supplemented, extended or otherwise modified from time to time, the Credit Agreement); and
WHEREAS, in connection with the Firework Acquisition, the Company has requested that the Lenders amend the Credit Agreement as set forth below.
NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
(a) Section 1.01 of the Credit Agreement is amended to add the following new defined terms in the appropriate alphabetical order:
Affected Financial Institution means (a) any EEA Financial Institution or (b) any UK Financial Institution.
Firework Acquisition means the acquisition to be consummated pursuant to that certain Agreement and Plan of Merger, dated as of January 4, 2021, among the Company, Flir Systems, Inc., Firework Merger Sub II, LLC, a wholly owned subsidiary of the Company and Firework Merger Sub I, Inc., a wholly owned subsidiary of Firework Merger Sub II, LLC.
First Amendment means that certain First Amendment to Amended and Restated Term Loan Credit Agreement, dated as of January 19, 2021, among the Company, the Administrative Agent, the Designated Borrower party thereto, the Guarantors party thereto and the Lenders party thereto.
First Amendment Effective Date shall have the meaning assigned to such term in the First Amendment.
Resolution Authority means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.