EX-10.3





 EXHIBIT 10.3 

SECOND AMENDMENT TO AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT 

THIS SECOND AMENDMENT TO AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT dated as of March 4, 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). 
 RECITALS 

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 by that certain First Amendment to Amended and Restated Term
Loan Credit Agreement, dated as of January 19, 2021, and as further 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: 
 1.
Amendments. 
 (a) Section 1.01 of the Credit Agreement is amended to add the following new defined terms in the
appropriate alphabetical order: 
 “FLIR Notes” means the senior notes issued under the Indenture dated as of August 3,
2020, as supplemented by the First Supplemental Indenture dated as of August 3, 2020, each between the Acquired Company and U.S. Bank National Association, as trustee. 

“Guaranty Release Conditions” means the conditions specified on Schedule 1.01(a). 

“Guaranty Release Date” means the day on which the Company shall have delivered a certificate, signed by a Responsible Officer
of the Company, to the Administrative Agent, certifying that each of the Guaranty Release Conditions has been satisfied. 
 “Teledyne
FLIR” means Teledyne FLIR, LLC, a limited liability company. 
 (b) The definition of “Subsidiary
Guarantors” in Section 1.01 of the Credit Agreement is hereby amended and restated as follows: 
 “Subsidiary
Guarantors” means (a) prior to the Guaranty Release Date, each Domestic Subsidiary of the Company that is a Material Subsidiary and (b) each other Person that joins as a Guarantor pursuant to Section 7.12, together with their
successors and permitted assigns. 












 (c) The definition of “Consolidated Net Debt to EBITDA
Ratio” in Section 1.01 of the Credit Agreement is hereby amended by replacing the reference to “$100,000,000” with “$250,000,000”. 

(d) Section 7.12 of the Credit Agreement is hereby amended and restated as follows: 

Promptly, and in any event, not later than thirty (30) days, after (A) the consummation of the Firework Acquisition (to the extent
the FLIR Notes are outstanding at such time), cause Teledyne FLIR and (B) prior to the Guaranty Release Date, the acquisition or formation of any Domestic Subsidiary that is a Material Subsidiary, notify the Administrative Agent thereof in
writing, and cause such Domestic Subsidiary, in each case of clauses (A) and (B), to (a) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other documents as the Administrative Agent
shall deem appropriate for such purpose, and (b) deliver to the Administrative Agent documents of the types referred to in Section 5.01(f) and favorable opinions of counsel to such Person (which shall cover, among other things, the
legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent. 

(e) Section 10.10 of the Credit Agreement is hereby amended and restated as follows: 

The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, to (a) release any Guarantor from its
obligations under the Guaranty and the other Loan Documents if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder, (b) release any Guarantor (other than Teledyne FLIR which shall only be released in
accordance with the preceding clause (a) or the succeeding clause (c)) from its obligations under the Guaranty and the other Loan Documents if it ceases to be a Material Subsidiary or (c) release Teledyne FLIR from its obligations under
the Guaranty and the other Loan Documents if (i) the FLIR Notes are redeemed or repaid in full or (ii) the FLIR Notes are assumed by the Company and Teledyne FLIR is released from all its obligations thereunder. 

The Lenders and the Administrative Agent hereby agree that upon the occurrence of the Guaranty Release Date, each of the Guarantors (other than
Teledyne FLIR) shall automatically be released as a Guarantor under the Guaranty and the other Loan Documents. 
 Upon request by the
Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release any Guarantor from its obligations under the Guaranty and the other Loan Documents, pursuant to this
Section 10.10. 
 (f) The Schedules to the Credit Agreement are hereby amended by adding Schedule 1.01(a) attached as
Exhibit A hereto. 
 2. Conditions Precedent. This Amendment shall be effective upon satisfaction of the following
conditions precedent (the date such conditions precedent are satisfied, the “Second Amendment Effective Date”): 

(a) Receipt by the Administrative Agent of counterparts of this Amendment duly executed by the Company, the Designated
Borrower, the Guarantors, the Consenting Lenders (constituting the Required Lenders (as defined in the Credit Agreement)) and Bank of America, N.A., as Administrative Agent. 

  
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 (b) Unless waived by the Administrative Agent, the Company shall have paid
all Attorney Costs of the Administrative Agent (directly to such counsel, if so requested by the Administrative Agent) to the extent invoiced prior to or on the Second Amendment Effective Date, plus such additional amounts of Attorney Costs
as shall constitute its reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Company and the
Administrative Agent).  
 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 Loan Party
(i) acknowledges and consents to all of the terms and conditions of this Amendment, (ii) affirms all of its obligations under the Loan Documents and (iii) 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 corporate or limited liability
company 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 Governmental Authority or any other Person with respect to any Contractual Obligation is required in connection with the execution, delivery or
performance by any Loan Party of this Amendment other than those that have already been obtained and are in full force and effect or the failure of which to have obtained would not reasonably be expected to have a Material Adverse Effect. 

(d) After giving effect to this Amendment, 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 in all material respects (unless already qualified by materiality, in which case such
representation and warranty is true and correct in all respects) as of the date hereof, except to the extent such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material
respects (unless already qualified by materiality, in which case such representation and warranty is true and correct in all respects) as of such earlier date, and except that for purposes of this Amendment, the representations and warranties
contained in Section 6.05(a) and (b) of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to 

  
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Sections 7.01(a) and (b) of the Credit Agreement, respectively and (ii) no event has occurred and is continuing which constitutes a Default or an Event of Default. 

(e) Each Lender party hereto represents and warrants that, after giving effect to this Amendment, the representations and
warranties of such Lender set forth in the Credit Agreement are true and correct as of the Second Amendment Effective Date. Each Lender party hereto hereby agrees to comply with the covenants applicable to such Lender set forth in the Credit
Agreement. 
 (f) This Amendment may be executed in counterparts (and by different parties hereto in different counterparts),
each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or other electronic imaging means (e.g.
“pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Amendment. 

(g) THIS AMENDMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED
UPON, ARISING OUT OF OR RELATING TO THIS AMENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 

(h) The terms of Sections 11.14 and 11.15 of the Credit Agreement with respect to submission to jurisdiction, waiver of venue
and waiver of right to trial by jury are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms. 

[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. 
  

							
	 COMPANY:
	 		 	 TELEDYNE TECHNOLOGIES INCORPORATED,

		 		 	a Delaware corporation
				
		 		 	By:	 	 /s/ Susan L. Main

		 		 	Name:	 	Susan L. Main
		 		 	Title:	 	Senior Vice President and Chief Financial Officer
			
	DESIGNATED BORROWER:	 		 	TELEDYNE NETHERLANDS B.V.,
		 		 	a Dutch company with limited liability having its official seat (statutaire zetel) in Amsterdam, the Netherlands, registered with the Dutch trade register under number 52020444
				
		 		 	By:	 	 /s/ Stephen F. Blackwood

		 		 	Name:	 	Stephen F. Blackwood
		 		 	Title:	 	Authorized Signatory

 TELEDYNE TECHNOLOGIES INCORPORATED 

SECOND AMENDMENT TO AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT 













							
	GUARANTORS:	 		 	TELEDYNE BROWN ENGINEERING INC.,
		 		 	a Delaware corporation
				
		 		 	By:	 	 /s/ Stephen F. Blackwood

		 		 	Name:	 	Stephen F. Blackwood
		 		 	Title:	 	Senior Vice President and Treasurer
			
		 		 	TELEDYNE INSTRUMENTS INC.,
		 		 	a Delaware corporation
				
		 		 	By:	 	 /s/ Susan L. Main

		 		 	Name:	 	Susan L. Main
		 		 	Title:	 	Senior Vice President and Chief Financial Officer
			
		 		 	TELEDYNE TECHNOLOGIES INTERNATIONAL CORP.,
		 		 	a Delaware corporation
				
		 		 	By:	 	 /s/ Stephen F. Blackwood

		 		 	Name:	 	Stephen F. Blackwood
		 		 	Title:	 	Senior Vice President and Treasurer
			
		 		 	TELEDYNE DEFENSE ELECTRONICS, LLC,
		 		 	a Delaware limited liability company
				
		 		 	By:	 	 /s/ Stephen F. Blackwood

		 		 	Name:	 	Stephen F. Blackwood
		 		 	 Title:
	 	 Senior Vice President and Treasurer


 TELEDYNE TECHNOLOGIES INCORPORATED 

SECOND AMENDMENT TO AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT 













							
	ADMINISTRATIVE AGENT:	 		 	BANK OF AMERICA, N.A.,
		 		 	as Administrative Agent
				
		 		 	By:	 	 /s/ Maurice Washington

		 		 	Name:	 	Maurice Washington
		 		 	Title:	 	Vice President

 TELEDYNE TECHNOLOGIES INCORPORATED 

SECOND AMENDMENT TO AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT 













							
	 LENDERS:
	 		 	 BANK OF AMERICA, N.A.,

		 		 	 as a Lender

				
		 		 	 By:
	 	 /s/ Mukesh Singh

		 		 	 Name:
	 	 Mukesh Singh

		 		 	 Title:
	 	 Director


 TELEDYNE TECHNOLOGIES INCORPORATED 

SECOND AMENDMENT TO AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT 












 
			
	 JPMORGAN CHASE BANK, N.A.,

	as a Lender
		
	 By:
	 	 /s/ Jonathan Bennett

	Name:	 	 Jonathan Bennett

	Title:	 	 Executive Director



 TELEDYNE TECHNOLOGIES INCORPORATED 

SECOND AMENDMENT TO AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT 












 
			
	 MUFG BANK, LTD.,

	as a Lender
		
	 By:
	 	 /s/ Jeffrey Flagg

	Name:	 	 Jeffrey Flagg

	Title:	 	 Authorized Signatory



 TELEDYNE TECHNOLOGIES INCORPORATED 

SECOND AMENDMENT TO AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT 












 
			
	 PNC NATIONAL ASSOCIATION

	as a Lender
		
	 By:
	 	 /s/ Karl Thomasma

	Name:	 	 Karl Thomasma

	Title:	 	 SVP



 TELEDYNE TECHNOLOGIES INCORPORATED 

SECOND AMENDMENT TO AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT 












 
			
	 TRUIST BANK, formerly known as Branch Banking

and Trust Company

	as a Lender
		
	 By:
	 	 /s/ Jonathan Hart

	Name:	 	 Jonathan Hart

	Title:	 	 Vice President



 TELEDYNE TECHNOLOGIES INCORPORATED 

SECOND AMENDMENT TO AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT 












 Exhibit A 

Schedule 1.01(a) 

Conditions 
 (i) no Default or Event of
Default shall have occurred and be continuing; 
 (ii) the Company has received the following three public or private ratings for the Index Debt:
(I) Baa3 or better from Moody’s, (II) BBB- or better from S&P and (III) BBB- or better from Fitch, Inc., in each case with a stable (or better)
outlook; and 
 (iii) either (a) the Company has delivered, in accordance with Section 8.2(a) of each of the Note Purchase Agreements, a notice of
prepayment with respect to all Indebtedness outstanding thereunder which provides that it is irrevocable or (b) the Indebtedness under the Note Purchase Agreements ceases to be guaranteed by the Guarantors. 

TELEDYNE TECHNOLOGIES INCORPORATED 

SECOND AMENDMENT TO AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT