First amendment to Credit Agreement by and among FLIR Systems, Inc.



 EXHIBIT 10.12 
 FIRST AMENDMENT TO CREDIT AGREEMENT 
 This FIRST AMENDMENT TO CREDIT AGREEMENT (this
“Amendment”) is entered into as of March 9, 2007 among FLIR SYSTEMS, INC., an Oregon corporation (the “Company”), certain Subsidiaries of the Company as Designated Borrowers (together with the Company, the
“Borrowers” and, each a “Borrower”), the Subsidiary Guarantors, the Lenders party hereto and BANK OF AMERICA, N.A., as Administrative Agent. Capitalized terms used herein and not otherwise defined shall have the
meanings set forth in the Credit Agreement (as defined below). 
 RECITALS 
 WHEREAS, the Borrowers, the Subsidiary Guarantors, the Lenders and the Administrative Agent are parties to that certain Credit Agreement dated as of
October 6, 2006 (the “Credit Agreement”); 
 WHEREAS, the Company is requesting that the Lenders modify certain
provisions of the Credit Agreement; and 
 WHEREAS, the Administrative Agent and the Lenders have agreed to amend certain terms of the Credit
Agreement on the terms, and subject to the conditions, set forth below. 
 NOW THEREFORE, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 
 AGREEMENT 
 1. Waiver. The Required Lenders hereby waive any Default or Event of Default now existing as a result of the Company’s failure to deliver
quarterly financial statements as required by Section 7.01(b) of the Credit Agreement for the fiscal quarter ended December 31, 2006. This is a one-time waiver and shall be effective only in the specific circumstances provided for above
and only for the purposes for which given. 
 2. Amendments to Credit Agreement. 
 (a) Section 7.01(a). The reference to “120 days” appearing in Section 7.01(a) of the Credit Agreement is
hereby amended and replaced with a reference to “90 days”. 
 (b) Section 7.01(b). The words “each
of the fiscal quarters” appearing in Section 7.01(b) of the Credit Agreement are hereby amended and replaced with the words “each of the first three fiscal quarters”. 
 3. Effectiveness; Conditions Precedent. This Amendment shall become effective upon receipt by the Administrative Agent of copies of this Amendment
duly executed by the Loan Parties and the Required Lenders. 







 4. Ratification of Credit Agreement. The term “Credit Agreement” as used in each of the
Loan Documents shall hereafter mean the Credit Agreement as amended and modified by this Amendment. Except as herein specifically agreed, the Credit Agreement, as amended by this Amendment, is hereby ratified and confirmed and shall remain in full
force and effect according to its terms. The Loan Parties acknowledge and consent to the modifications set forth herein and agree that this Amendment does not impair, reduce or limit any of their obligations under the Loan Documents (including,
without limitation, the indemnity obligations set forth therein) and that, after the date hereof, this Amendment shall constitute a Loan Document. Notwithstanding anything herein to the contrary and without limiting the foregoing, the Subsidiary
Guarantor reaffirms its guaranty obligations set forth in the Credit Agreement. 
 5. Authority/Enforceability. Each of the Loan
Parties represents and warrants as follows: 
 (a) It has taken all necessary action to authorize the execution, delivery and
performance of this Amendment. 
 (b) This Amendment has been duly executed and delivered by such Person and constitutes such
Person’s legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be subject to (i) Debtor Relief Laws and (ii) general principles of equity (regardless of whether such
enforceability is considered in a proceeding at law or in equity). 
 (c) 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 such Person of this Amendment. 
 (d) The execution and delivery of this Amendment does not (i) violate, contravene or conflict with any provision of its Organization
Documents or (ii) materially violate, contravene or conflict with any Laws applicable to it. 
 6. Representations. The Loan
Parties represent and warrant to the Lenders that the representations and warranties of the Loan Parties set forth in Article VI of the Credit Agreement are true and correct in all material respects as of the date hereof. 
 7. Release. In consideration of the Lenders entering into this Amendment, the Loan Parties hereby release the Administrative Agent, the Lenders,
and the Administrative Agent’s and the Lenders’ respective officers, employees, representatives, agents, counsel and directors from any and all actions, causes of action, claims, demands, damages and liabilities of whatever kind or nature,
in law or in equity, now known or unknown, suspected or unsuspected to the extent that any of the foregoing arises from any action or failure to act on or prior to the date hereof. 
 8. Counterparts/Telecopy. 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 executed counterparts of this Amendment by telecopy shall be effective as an original and shall constitute a representation that an original shall be delivered
promptly upon request. 







 9. GOVERNING LAW. 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] 







 IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Amendment to be duly
executed and delivered and this Amendment shall be effective as of the date first above written. 
  

									
	BORROWERS:	 		 	
			
	 FLIR SYSTEMS, INC.
 an Oregon corporation

	 		 	
				
	By:	 	/s/ Stephen M. Bailey	 		 	
	Name:	 	Stephen M. Bailey	 		 		 	
	Title:	 	Sr. V.P. Finance, CFO	 		 		 	
				
	 FLIR SYSTEMS, B.V.
 a Netherlands corporation

	 		 		 	
					
	By:	 	/s/ Arne Almerfors	 		 		 	
	Name:	 	Arne Almerfors	 		 		 	
	Title:	 	Attorney in Fact	 		 		 	
				
	 FLIR SYSTEMS HOLDINGS A.B.
 a Swedish
corporation
	 		 		 	
				
	By:	 	/s/ Arne Almerfors	 		 	/s/ Stephen M. Bailey
	Name:	 	Arne Almerfors	 		 	Stephen M. Bailey
	Title:	 	President	 		 	Sr. V.P. Finance, CFO
			
	 FLIR SYSTEMS A.B.
 a Swedish
corporation
	 		 	
				
	By:	 	/s/ Arne Almerfors	 		 	/s/ Stephen M. Bailey
	Name:	 	Arne Almerfors	 		 	Stephen M. Bailey
	Title:	 	President	 		 	Sr. V.P. Finance, CFO
			
	 FLIR SYSTEMS LTD.
 a company incorporated in
England and Wales
	 		 	
				
	By:	 	/s/ Arne Almerfors	 		 	
	Name:	 	Arne Almerfors	 		 	
	Title:	 	Managing Director	 		 	









									
	SUBSIDIARY GUARANTOR:	 		 	 INDIGO SYSTEMS CORPORATION
 a California
corporation

				
		 		 	By:	 	/s/ Stephen M. Bailey
		 		 		 	Name:	 	Stephen M. Bailey
		 		 		 	Title:	 	Sr. V.P. Finance, CFO
			
	ADMINISTRATIVE AGENT:	 		 	 BANK OF AMERICA, N.A.,
 as Administrative
Agent

				
		 		 	By:	 	/s/ Dora A. Brown
		 		 	Name:	 	Dora A. Brown
		 		 	Title:	 	Vice President
			
	LENDERS:	 		 	 BANK OF AMERICA, N.A.,
 as a Lender, L/C
Issuer and Swing Line Lender

				
		 		 	 By:
	 	/s/ Daryl K. Hogge
		 		 	 Name:
	 	Daryl K. Hogge
		 		 	 Title:
	 	Senior Vice President
			
		 		 	 UNION BANK OF CALIFORNIA, N.A.,
 as a Lender


				
		 		 	 By:
	 	/s/ David S. Dransfield
		 		 	 Name:
	 	David S. Dransfield
		 		 	 Title:
	 	Vice President
			
		 		 	 U.S. BANK NATIONAL ASSOCIATION,
 as a Lender


				
		 		 	 By:
	 	/s/ Dale Parshall
		 		 	 Name:
	 	Dale Parshall
		 		 	 Title:
	 	Vice President









									
		 		 	 HSBC BANK USA, N.A.,
 as a
Lender

				
		 		 	By:	 	/s/ Paul Ip
		 		 		 	Name:	 	Paul Ip
		 		 		 	Title:	 	Vice President
				
		 		 		 	 FORTIS CAPITAL CORP.,
 as a
Lender

					
		 		 		 	By:	 	 
		 		 		 	Name:	 	
		 		 		 	Title:	 	
					
		 		 		 	By:	 	 
		 		 		 	Name:	 	
		 		 		 	Title:	 	
				
		 		 		 	 COMERICA BANK,
 as a
Lender

					
		 		 		 	By:	 	/s/ Don R. Carruth
		 		 		 	Name:	 	Don R. Carruth
		 		 		 	Title:	 	Assistant Vice President
				
		 		 		 	 JPMORGAN CHASE BANK, N.A.,
 as a
Lender

					
		 		 		 	By:	 	/s/ Anthony Galea
		 		 		 	Name:	 	Anthony Galea
		 		 		 	Title:	 	Vice President
				
		 		 		 	 THE NORTHERN TRUST COMPANY,
 as a
Lender

					
		 		 		 	By:	 	/s/ Brandon Rolek
		 		 		 	Name:	 	Brandon Rolek
		 		 		 	Title:	 	Vice President









									
		 		 	 SVENSKA HANDELSBANKEN AB (publ),
 as a Lender


				
		 		 	By:	 	/s/ Mark Cleary
		 		 		 	Name:	 	Mark Cleary
		 		 		 	Title:	 	Senior Vice President
					
		 		 		 	By:	 	/s/ Nancy D’Albert
		 		 		 	Name:	 	Nancy D’Albert
		 		 		 	Title:	 	Vice President