First Amendment to Amended and Restated Credit Agreement
On October 26, 2021, Teledyne, as borrower and guarantor, certain of its foreign subsidiaries, as designated borrowers, and Teledyne’s domestic subsidiary Teledyne FLIR, LLC (“Teledyne FLIR”), as subsidiary guarantor, entered into an amendment (the “First Amendment to Amended and Restated Credit Agreement”) to that certain Amended and Restated Credit Agreement dated as of March 4, 2021 (the “Amended and Restated Credit Agreement”).
As amended by the First Amendment to Amended and Restated Credit Agreement, the Amended and Restated Credit Agreement includes customary language to provide for the replacement of LIBOR as a benchmark rate for determining the interest rate with respect to loans thereunder denominated in euros, Canadian dollars, Swedish krona and sterling, to provide for the recovery of any erroneous payments as may be made by the administrative agent to the lenders thereunder and to provide for certain other administrative matters.
Third Amendment to 2019 Term Loan Credit Agreement
On October 26, 2021, Teledyne and its foreign subsidiary, Teledyne Netherlands B.V., as borrowers, and Teledyne FLIR, as guarantor, entered into an amendment (the “Third 2019 Term Loan Amendment”) to Teledyne’s Amended and Restated Term Loan Credit Agreement dated as of October 30, 2019, as amended by that certain First Amendment to Amended and Restated Term Loan Agreement dated as of January 19, 2021, and as further amended by that certain Second Amendment to Amended and Restated Term Loan Agreement dated as of March 4, 2021 (the “2019 Term Loan Credit Agreement”).
As amended by the Third 2019 Term Loan Amendment, the 2019 Term Loan Credit Agreement includes customary language to provide for the phase out and replacement of LIBOR as a benchmark rate for determining the interest rate on loans thereunder, to provide for the recovery of any erroneous payments as may be made by the administrative agent to the lenders thereunder and to provide for certain other administrative matters. The amendment also provides that the applicable margin to be added to the benchmark rate in determining the interest rate will be determined by reference to the ratings established by S&P and Moody’s from time to time for Teledyne’s long term, unsecured, senior, non-credit enhanced indebtedness, rather than Teledyne’s consolidated leverage ratio.
General
In the ordinary course of their respective businesses, certain of the lenders and the other parties to the Amended and Restated Credit Agreement and the 2019 Term Loan Credit Agreement (as amended in each such case) and their respective affiliates have engaged, and may in the future engage, in commercial banking, investment banking, financial advisory or other services with Teledyne and its affiliates for which they have in the past and/or may in the future receive customary compensation and expense reimbursement.
The descriptions set forth above are qualified in their entirety by the First Amendment to Amended and Restated Credit Agreement and the Third 2019 Term Loan Amendment, copies of which are filed as exhibits to this report and are incorporated by reference herein.
Table of Contents
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| (a) | | | Exhibits | | | | | |
| | | Exhibit 3.1 | | | Third Amended and Restated Bylaws of Teledyne Technologies Incorporated (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated August 27, 2021 (File No. 1-15295)) | | |
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| | | Exhibit 10.1 | | | Seventh Amended and Restated Employment Agreement dated as of August 27, 2021, by and between Teledyne Technologies Incorporated and Robert Mehrabian (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated August 27, 2021 (File No. 1-15295))† | | |
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| | | Exhibit 10.2 | | | Amendment Number 2 to Employment Agreement dated as of August 27, 2021, by and between Teledyne Technologies Incorporated and Aldo Pichelli (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated August 27, 2021 (File No. 1-15295))† | | |
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| | | Exhibit 10.3 | | | First Amendment to Amended and Restated Credit Agreement, dated as of October 26, 2021, by and among Teledyne Technologies Incorporated, as a borrower and guarantor, the designated borrowers party thereto, the guarantor party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent, swing line lender and L/C issuer | | |
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| | | Exhibit 10.4 | | | Third Amendment to Amended and Restated Term Loan Credit Agreement, dated as of October 26, 2021, by and among Teledyne Technologies Incorporated and Teledyne Netherlands BV, as borrowers, the guarantor party thereto and Bank of America, N.A. as administrative agent. | | |
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| | | Exhibit 31.1 | | | 302 Certification – Robert Mehrabian | | |
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| | | Exhibit 31.2 | | | 302 Certification – Susan L. Main | | |
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| | | Exhibit 32.1 | | | 906 Certification – Robert Mehrabian | | |
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| | | Exhibit 32.2 | | | 906 Certification – Susan L. Main | | |
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| | | Exhibit 101 (INS) | | | XBRL Instance Document | | |
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| | | Exhibit 101 (SCH) | | | XBRL Schema Document | | |
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| | | Exhibit 101 (CAL) | | | XBRL Calculation Linkbase Document | | |
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| | | Exhibit 101 (LAB) | | | XBRL Label Linkbase Document XBRL Schema Document | | |
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| | | Exhibit 101 (PRE) | | | XBRL Presentation Linkbase Document XBRL Schema Document | | |
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| | | Exhibit 101 (DEF) | | | XBRL Definition Linkbase Document XBRL Schema Document | | |
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| | | Exhibit 104 | | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | | |
| | | † | | | Denotes management contract or compensatory arrangement | | |
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| | | TELEDYNE TECHNOLOGIES INCORPORATED | | | | | | | | |
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| DATE: October 28, 2021 | | | By: | | | | | | /s/ Susan L. Main | | |
| | | | | | | | | Susan L. Main, Senior Vice President and | | |
| | | | | | | | | Chief Financial Officer | | |
| | | | | | | | | (Principal Financial Officer and Authorized Officer) | | |
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Table of Contents
Teledyne Technologies Incorporated
Index to Exhibits
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| Exhibit Number | | | Description | | |
| Exhibit 3.1 | | | Third Amended and Restated Bylaws of Teledyne Technologies Incorporated (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated August 27, 2021 (File No. 1-15295)) | | |
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| Exhibit 10.1 | | | Seventh Amended and Restated Employment Agreement dated as of August 27, 2021, by and between Teledyne Technologies Incorporated and Robert Mehrabian (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated August 27, 2021 (File No. 1-15295))† | | |
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| Exhibit 10.2 | | | Amendment Number 2 to Employment Agreement dated as of August 27, 2021, by and between Teledyne Technologies Incorporated and Aldo Pichelli (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated August 27, 2021 (File No. 1-15295))† | | |
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| Exhibit 10.3 | | | First Amendment to Amended and Restated Credit Agreement, dated as of October 26, 2021, by and among Teledyne Technologies Incorporated, as a borrower and guarantor, the designated borrowers party thereto, the guarantor party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent, swing line lender and L/C issuer | | |
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| Exhibit 10.4 | | | Third Amendment to Amended and Restated Term Loan Credit Agreement, dated as of October 26, 2021, by and among Teledyne Technologies Incorporated and Teledyne Netherlands BV, as borrowers, the guarantor party thereto and Bank of America, N.A. as administrative agent. | | |
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| Exhibit 31.1 | | | 302 Certification – Robert Mehrabian | | |
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| Exhibit 31.2 | | | 302 Certification – Susan L. Main | | |
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| Exhibit 32.1 | | | 906 Certification – Robert Mehrabian | | |
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| Exhibit 32.2 | | | 906 Certification – Susan L. Main | | |
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| Exhibit 101 (INS) | | | XBRL Instance Document | | |
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| Exhibit 101 (SCH) | | | XBRL Schema Document | | |
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| Exhibit 101 (CAL) | | | XBRL Calculation Linkbase Document | | |
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| Exhibit 101 (DEF) | | | XBRL Definition Linkbase Document XBRL Schema Document | | |
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| Exhibit 101 (LAB) | | | XBRL Label Linkbase Document XBRL Schema Document | | |
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| Exhibit 101 (PRE) | | | XBRL Presentation Linkbase Document XBRL Schema Document | | |
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| Exhibit 104 | | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | | |
| † | | | Denotes management contract or compensatory arrangement | | |