UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 30, 2006
Teledyne Technologies Incorporated
(Exact name of registrant as specified in its charter)
         
Delaware
(State or other jurisdiction of
incorporation) 		  1-15295
(Commission File Number) 		  25-1843385
(I.R.S. Employer Identification No.)
     
12333 West Olympic Boulevard
Los Angeles, California
(Address of principal executive offices) 		  90064-1021
(Zip Code)
Registrant’s telephone number, including area code: (310) 893-1600
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. 13e-4(c))

TABLE OF CONTENTS

Item 1.01 Entry into a Material Definitive Agreement
Item 9.01 Financial Statements and Exhibits
SIGNATURE
EXHIBIT INDEX
EX-99.1

Item 1.01 Entry into a Material Definitive Agreement.
On March 15, 2006, Teledyne Technologies Incorporated (“Teledyne”) entered into a First Amendment to Credit Agreement, effective March 30, 2006 (the “First Amendment”), which amends the Credit Agreement dated June 15, 2004 between Teledyne, the Guarantors, the Lenders and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender (the “Credit Agreement”). The First Amendment amends the Credit Agreement to allow Teledyne to issue standby letters of credit with an expiry date up to the Letter of Credit Expiration Date (currently June 8, 2009). Prior to the First Amendment, Teledyne could not issue standby letters of credit for which the expiry date occurs more than twelve months after the date of issuance without the approval of the Required Lenders.
A copy of the First Amendment to Credit Agreement is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
     Exhibit 99.1 First Amendment to Credit Agreement effective March 30, 2006.

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SIGNATURE
          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 hereunto duly authorized.
         
    TELEDYNE TECHNOLOGIES INCORPORATED
 
       
 
  By:   /s/ Dale A. Schnittjer
 
       
 
       
 
      Dale A. Schnittjer
 
      Senior Vice President and Chief Financial Officer
Dated: March 30, 2006

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EXHIBIT INDEX
Description
Exhibit 99.1   First Amendment to Credit Agreement effective March 30, 2006.

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Exhibit 99.1
FIRST AMENDMENT TO CREDIT AGREEMENT
     THIS FIRST AMENDMENT TO CREDIT AGREEMENT dated as of March 15, 2006 (the “ Amendment ”) is entered into among Teledyne Technologies Incorporated, a Delaware corporation (the “ Borrower ”), the Guarantors, the Lenders party hereto and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. 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).
RECITALS
     WHEREAS, the Borrower, the Guarantors, the Lenders and the Administrative Agent entered into that certain Credit Agreement dated as of June 15, 2004 (the “ Credit Agreement ”); and
     WHEREAS, the Borrower 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:
     1.  Amendments . The Credit Agreement is hereby amended as follows:
          (a) Section 2.03(a)(ii) of the Credit Agreement is hereby amended to read as follows:
     (ii) The L/C Issuer shall not issue any Letter of Credit if the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date.
          (b) The proviso in the first sentence in Section 2.03(b)(iii) of the Credit Agreement is hereby amended to read as follows:
; provided that any such Auto-Extension Letter of Credit must permit the L/C Issuer to prevent any such extension by giving prior notice to the beneficiary thereof not later than a day (the “ Non-Extension Notice Date ”) to be agreed upon at the time such Letter of Credit is issued.
          (c) Section 2.03(b)(iv) of the Credit Agreement is hereby amended to read as follows:
     (iv) [Intentionally Omitted]
     2.  Conditions Precedent . This Amendment shall be effective upon receipt by the Administrative Agent of counterparts of this Amendment duly executed by the Borrower, the Guarantors, the Required Lenders and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender.

 

     3.  Miscellaneous .
          (a) The Credit Agreement, and the obligations of the Loan Parties thereunder and under the other Loan Documents, are hereby ratified and confirmed and shall remain in full force and effect according to their terms.
          (b) Each Guarantor (a) acknowledges and consents to all of the terms and conditions of this Amendment, (b) affirms all of its obligations under the Loan Documents and (c) agrees that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge its obligations under the Credit Agreement or the Loan Documents.
          (c) Each Loan Party hereby represents and warrants as follows:
     (i) Each Loan Party has taken all necessary action to authorize the execution, delivery and performance of this Amendment.
     (ii) This Amendment has been duly executed and delivered by the Loan Parties and constitutes each of the Loan Parties’ legal, valid and binding obligations, enforceable in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
     (iii) No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by any Loan Party of this Amendment.
          (d) The Loan Parties represent and warrant to the Lenders that (i) the representations and warranties of the Loan Parties set forth in Article VI of the Credit Agreement and in each other Loan Document are true and correct as of the date hereof with the same effect as if made on and as of the date hereof, except to the extent such representations and warranties expressly relate solely to an earlier date, in which case they shall be true and correct as of such earlier date and (ii) no event has occurred and is continuing which constitutes a Default or an Event of Default.
          (e) This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of an executed counterpart of this Amendment by telecopy shall be effective as an original and shall constitute a representation that an executed original shall be delivered.
          (f) THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
[remainder of page intentionally left blank]

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     Each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered as of the date first above written.
             
BORROWER   TELEDYNE TECHNOLOGIES INCORPORATED,    
    a Delaware corporation    
 
           
 
  By:   /s/ Dale A. Schnittjer    
 
           
 
  Name:   Dale A. Schnittjer    
 
  Title:   SVP & Chief Financial Officer    
 
           
GUARANTORS:   TELEDYNE BROWN ENGINEERING, INC.,    
    a Delaware corporation    
 
           
 
  By:   /s/ Shelley Green    
 
           
 
  Name:   Shelley Green    
 
  Title:   Treasurer    
 
           
    TELEDYNE CONTINENTAL MOTORS, INC.,    
    a Delaware corporation    
 
           
 
  By:   /s/ Shelley Green    
 
           
 
  Name:        
 
  Title:   Treasurer    
 
           
    TELEDYNE INSTRUMENTS, INC.,    
    a Delaware corporation    
 
           
 
  By:   /s/ Shelley Green    
 
           
 
  Name:        
 
  Title:   Treasurer    
 
           
    TELEDYNE ISCO, INC.,    
    a Nebraska corporation    
 
           
 
  By:   /s/ Shelley Green    
 
           
 
  Name:        
 
  Title:   Treasurer    
 
           
    TELEDYNE WIRELESS, INC.,    
    a Delaware corporation    
 
           
 
  By:   /s/ Shelley Green    
 
           
 
  Name:        
 
  Title:   Treasurer    

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ADMINISTRATIVE
           
AGENT:   BANK OF AMERICA, N.A.,
    as Administrative Agent
 
           
 
  By:   /s/ Tiffany Shin    
 
     
 
   
    Name: Tiffany Shin
    Title: Assistant Vice President
 
           
LENDERS:   BANK OF AMERICA, N.A.,
    as a Lender, L/C Issuer and Swing Line Lender
 
           
 
  By:   /s/ Robert W. Troutman    
 
           
    Name: ROBERT W. TROUTMAN
    Title: Managing Director
 
           
    THE BANK OF NEW YORK
 
           
 
  By:   /s/ Elizabeth T. Ying    
 
           
    Name: Elizabeth T. Ying
    Title: Vice President
 
           
    BANK OF TOKYO-MITSUBISHI UFJ TRUST COMPANY
 
           
 
  By:   /s/ Linda Tam    
 
           
    Name: LINDA TAM
    Title: VICE PRESIDENT
 
           
    JPMORGAN CHASE BANK., N.A.
 
           
 
  By:   /s/ Clara Sohan    
 
           
    Name: CLARA SOHAN
    Title: VICE PRESIDENT
 
           
    MELLON BANK., N.A.
 
           
 
  By:   /s/ David B. Wirl    
 
           
    Name: David B. Wirl
    Title: Vice President
 
           
    SUNTRUST BANK
 
           
 
  By:   /s/ Robert Bugbee    
 
           
    Name: Robert Bugbee
    Title: Director
 
           
    COMERICA WEST INCORPORATED
 
           
 
  By:   /s/ Elise Walker    
 
           
    Name: Elise Walker
    Title: Vice President
TELEDYNE TECHNOLOGIES INCORPORATED
FIRST AMENDMENT

 

             
    WELLS FARGO BANK, N.A.    
 
           
 
  By:   /s/ Catherine Wallace
 
   
 
  Name:   Catherine Wallace    
 
  Title:   SVP    
 
           
    CALYON NEW YORK BRANCH    
 
           
 
  By:   /s/ James Gibson
 
   
 
  Name:   James Gibson    
 
  Title:   Managing Director    
 
           
    CALYON NEW YORK BRANCH    
 
           
 
  By:   /s/ Yuri Muzichenko
 
   
 
  Name:   Yuri Muzichenko    
 
  Title:   Vice President    
 
           
    SUMITOMO MITSUI BANKING CORPORATION    
 
           
 
  By:   /s/ Yoshihiro Hyakutome
 
   
 
  Name:   Yoshihiro Hyakutome    
 
  Title:   Joint General Manager