TELEDYNE TECHNOLOGIES INC (Form: 8-K)

Exhibit 10.1

[Published CUSIP Number: ]

AMENDED AND RESTATED
CREDIT AGREEMENT

Dated as of July 14, 2006

among

TELEDYNE TECHNOLOGIES INCORPORATED,
as the Borrower,

CERTAIN SUBSIDIARIES OF THE BORROWER IDENTIFIED HEREIN,
as the Guarantors,

BANK OF AMERICA, N.A.,
as Administrative Agent, Swing Line Lender and L/C Issuer,

THE BANK OF NEW YORK,
as Syndication Agent,

THE BANK OF TOKYO-MITSUBISHI UFJ TRUST COMPANY,
JPMORGAN CHASE BANK, N.A. AND SUNTRUST BANK,
as Co-Documentation Agents

and

THE OTHER LENDERS PARTY HERETO

BANC OF AMERICA SECURITIES LLC,
as Sole Book Manager and Sole Lead Arranger

TABLE OF CONTENTS


ARTICLE I DEFINITIONS AND ACCOUNTING TERMS			1
	1.01	Defined Terms.	1
	1.02	Other Interpretive Provisions.	20
	1.03	Accounting Terms.	21
	1.04	Rounding.	21
	1.05	References to Agreements and Laws.	21
	1.06	Times of Day.	22
	1.07	Letter of Credit Amounts.	22
ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS			22
	2.01	Revolving Loans.	22
	2.02	Borrowings, Conversions and Continuations of Loans.	22
	2.03	Letters of Credit.	24
	2.04	Swing Line Loans.	31
	2.05	Prepayments.	34
	2.06	Termination or Reduction of Aggregate Revolving Commitments.	35
	2.07	Repayment of Loans.	35
	2.08	Interest.	35
	2.09	Fees.	36
	2.10	Computation of Interest and Fees.	36
	2.11	Evidence of Debt.	36
	2.12	Payments Generally; Administrative Agent’s Clawback.	37
	2.13	Sharing of Payments by Lenders.	38
ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY			39
	3.01	Taxes.	39
	3.02	Illegality.	41
	3.03	Inability to Determine Rates.	41
	3.04	Increased Costs.	42
	3.05	Funding Losses.	43
	3.06	Mitigation Obligations; Replacement of Lenders.	43
	3.07	Survival.	44
ARTICLE IV GUARANTY			44
	4.01	The Guaranty.	44
	4.02	Obligations Unconditional.	44
	4.03	Reinstatement.	45
	4.04	Certain Additional Waivers.	46
	4.05	Remedies.	46
	4.06	Rights of Contribution.	46
	4.07	Guarantee of Payment; Continuing Guarantee.	46
ARTICLE V CONDITIONS PRECEDENT TO CREDIT EXTENSIONS			46
	5.01	Conditions of Initial Credit Extension.	46
	5.02	Conditions to all Credit Extensions.	48
ARTICLE VI REPRESENTATIONS AND WARRANTIES			48
	6.01	Existence, Qualification and Power.	48
	6.02	Authorization; No Contravention.	49
	6.03	Governmental Authorization; Other Consents.	49
	6.04	Binding Effect.	49
	6.05	Financial Statements; No Material Adverse Effect.	49


	6.06	Litigation.	50
	6.07	No Default.	50
	6.08	Ownership of Property; Liens.	50
	6.09	Environmental Compliance.	50
	6.10	Insurance.	51
	6.11	Taxes.	51
	6.12	ERISA Compliance.	51
	6.13	Subsidiaries.	51
	6.14	Margin Regulations; Investment Company Act; Public Utility Holding Company Act.	52
	6.15	Disclosure.	52
	6.16	Compliance with Laws.	52
	6.17	Intellectual Property; Licenses, Etc.	52
	6.18	Solvency.	53
	6.19	Legal Name.	53
	6.20	Brokers’ Fees.	53
	6.21	Labor Matters.	53
ARTICLE VII AFFIRMATIVE COVENANTS			53
	7.01	Financial Statements.	53
	7.02	Certificates; Other Information.	54
	7.03	Notices. Promptly notify the Administrative Agent and each Lender:	55
	7.04	Payment of Obligations.	56
	7.05	Preservation of Existence, Etc.	56
	7.06	Maintenance of Properties.	56
	7.07	Maintenance of Insurance.	56
	7.08	Compliance with Laws.	56
	7.09	Books and Records.	57
	7.10	Inspection Rights.	57
	7.11	Use of Proceeds.	57
	7.12	Additional Guarantors.	57
	7.13	ERISA Compliance.	57
ARTICLE VIII NEGATIVE COVENANTS			58
	8.01	Liens.	58
	8.02	Investments.	60
	8.03	Indebtedness.	60
	8.04	Fundamental Changes.	61
	8.05	Dispositions.	61
	8.06	Change in Nature of Business.	62
	8.07	Transactions with Affiliates and Insiders.	62
	8.08	Burdensome Agreements.	62
	8.09	Use of Proceeds.	63
	8.10	Financial Covenants.	63
	8.11	Organization Documents; Fiscal Year.	63
	8.12	Sale Leasebacks.	63
ARTICLE IX EVENTS OF DEFAULT AND REMEDIES			63
	9.01	Events of Default.	63
	9.02	Remedies Upon Event of Default.	65
	9.03	Application of Funds.	66
ARTICLE X ADMINISTRATIVE AGENT			67
	10.01	Appointment and Authority.	67
	10.02	Rights as a Lender.	67
	10.03	Exculpatory Provisions.	67


	10.04	Reliance by Administrative Agent.	68
	10.05	Delegation of Duties.	68
	10.06	Resignation of Administrative Agent.	68
	10.07	Non-Reliance on Administrative Agent and Other Lenders.	69
	10.08	No Other Duties, Etc.	69
	10.09	Administrative Agent May File Proofs of Claim.	70
	10.10	Releases.	70
ARTICLE XI MISCELLANEOUS			71
	11.01	Amendments, Etc.	71
	11.02	Notices; Effectiveness; Electronic Communication.	72
	11.03	No Waiver; Cumulative Remedies.	73
	11.04	Expenses; Indemnity; Damage Waiver.	73
	11.05	Payments Set Aside.	75
	11.06	Successors and Assigns.	75
	11.07	Confidentiality.	77
	11.08	Set-off.	78
	11.09	Interest Rate Limitation.	79
	11.10	Counterparts.	79
	11.11	Integration.	79
	11.12	Survival of Representations and Warranties.	79
	11.13	Severability.	79
	11.14	Replacement of Lenders.	80
	11.15	Governing Law; Jurisdiction, Etc.	80
	11.16	Waiver of Right to Trial by Jury.	80
	11.17	No Advisory or Fiduciary Responsibility.	81
	11.18	USA PATRIOT Act Notice.	81
	11.19	Waiver of Notice of Termination.	81

iii


SCHEDULES
	1.01	Existing Letters of Credit
	2.01	Commitments and Pro Rata Shares
	6.13	Subsidiaries
	6.21	Collective Bargaining Agreements
	8.01	Liens Existing on the Closing Date
	8.02	Investments Existing on the Closing Date
	8.03	Indebtedness Existing on the Closing Date
	11.02	Certain Addresses for Notices
	11.06	Processing and Recordation Fees
EXHIBITS
	A	Form of Loan Notice
	B	Form of Swing Line Loan Notice
	C-1	Form of Revolving Note
	C-2	Form of Swing Line Note
	D	Form of Compliance Certificate
	E	Form of Assignment and Assumption
	F	Form of Joinder Agreement

AMENDED AND RESTATED
CREDIT AGREEMENT

This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of July 14, 2006 among TELEDYNE TECHNOLOGIES INCORPORATED, a Delaware corporation (the “ Borrower ”), the Guarantors (defined herein), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer and amends and restates that certain Credit Agreement, dated as of June 15, 2004 (as amended by the First Amendment to Credit Agreement dated as of March 15, 2006, the “ Existing Credit Agreement ”) among the Borrower, each guarantor from time to time party thereto, each lender from time to time party thereto and Bank of America, N.A., as administrative agent.

The Borrower has requested that the Lenders provide $400,000,000 in credit facilities for the purposes set forth herein, and the Lenders are willing to do so on the terms and conditions set forth herein.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

1.01 Defined Terms .

As used in this Agreement, the following terms shall have the meanings set forth below:

“ Acquired Purchase Money Indebtedness ” means the Indebtedness of any Person that becomes a Subsidiary of the Borrower or Indebtedness directly attributable to assets acquired by the Borrower or any of its Subsidiaries, in each case, after the Closing Date pursuant to a Permitted Acquisition, if such Indebtedness was outstanding prior to the time such Person became a Subsidiary of the Borrower or such assets were so acquired and was not created in contemplation of or in connection with such Person becoming a Subsidiary of the Borrower or the acquisition of such assets and constitutes either (i) obligations under Capital Leases or (ii) purchase money or other Indebtedness incurred to finance the acquisition of fixed or capital assets and otherwise satisfying the requirements of Section 8.01(i) .

“ Acquisition ”, by any Person, means the acquisition by such Person, in a single transaction or in a series of related transactions, of all or substantially all of the Property of another Person or all or substantially all of the Voting Stock of another Person, in each case whether or not involving a merger or consolidation with such other Person and whether for cash, property, services, assumption of Indebtedness, securities or otherwise.

“ Administrative Agent ” means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

“ Administrative Agent Fee Letter ” means the letter agreement, dated June 9, 2006 among the Borrower, the Administrative Agent and BAS.

“ Administrative Agent’s Office ” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 11.02 or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders.

“ Administrative Questionnaire ” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“ Affiliate ” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. “ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “ Controlling ” and “ Controlled ” have meanings correlative thereto. Without limiting the generality of the foregoing, a Person shall be deemed to be Controlled by another Person if such other Person possesses, directly or indirectly, power to vote 10% or more of the securities having ordinary voting power for the election of directors, managing general partners or the equivalent.

“ Aggregate Revolving Commitments ” means the Revolving Commitments of all the Lenders. The initial amount of the Aggregate Revolving Commitments in effect on the Closing Date is FOUR HUNDRED MILLION DOLLARS ($400,000,000).

“ Agreement ” means this Credit Agreement, as amended, modified, supplemented and extended in writing from time to time.

“ Applicable Rate ” means in the case of the Revolving Loans, the Letters of Credit and the Swing Line Loans, the following percentages per annum, based upon the Consolidated Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 7.02(a) :


Delaware	1-15295	25-1843385
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)


12333 West Olympic Boulevard Los Angeles, California		90064-1021
(Address of principal executive offices)		(Zip Code)


		TELEDYNE TECHNOLOGIES INCORPORATED


		By:		/s/ Dale A. Schnittjer

				Dale A. Schnittjer Senior Vice President and Chief Financial Officer