EX-10.2





 EXHIBIT 10.2 

SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT 

THIS SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 19, 2021 (the “Amendment”), is entered
into among Teledyne Technologies Incorporated, a Delaware corporation (the “Company”), the Designated Borrowers 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”), Swing Line Lender and L/C Issuer. 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 Borrowers from time to time 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, Swing Line Lender and L/C Issuer entered into that certain Amended and Restated Credit Agreement dated as of March 1, 2013 (as 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: 
 “Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial
Institution. 
 “Firework Acquisition” means the acquisition to be consummated pursuant to that certain Agreement and Plan
of Merger, dated as of January 4, 2021, among the Company, Flir Systems, Inc., Firework Merger Sub II, LLC, a wholly owned subsidiary of the Company and Firework Merger Sub I, Inc., a wholly owned subsidiary of Firework Merger Sub II, LLC. 

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution
Authority. 
 “UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as
amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person subject to IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which
includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms. 












 “UK Resolution Authority” means the Bank of England or any other public
administrative authority having responsibility for the resolution of any UK Financial Institution. 
 “Sixth Amendment”
means that certain Sixth Amendment to Amended and Restated Credit Agreement, dated as of January 19, 2021, among the Company, the Administrative Agent, the Designated Borrowers party thereto, the Guarantors party thereto and the Lenders party
thereto. 
 “Sixth Amendment Effective Date” shall have the meaning assigned to such term in the Sixth Amendment. 

(b) The following definitions set forth in Section 1.01 of the Credit Agreement are amended and restated as follows: 

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the
applicable Resolution Authority in respect of any liability of an Affected Financial Institution. 

“Bail-In Legislation” means, (a) with respect to any EEA Member Country
implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, rule, regulation or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the
United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings). 

“Consolidated EBITDA” means, for any period, for the Company and its Subsidiaries on a consolidated basis, an amount equal to
Consolidated Net Income for such period plus the following to the extent deducted in calculating such Consolidated Net Income: (a) Consolidated Interest Charges for such period, (b) the provision for federal, provincial, state, local and
foreign income taxes payable by the Company and its Subsidiaries for such period; (c) the amount of depreciation and amortization expense for such period; (d) non-cash items that reduce Consolidated
Net Income in such period, including non-cash equity compensation and non-cash expense related to Acquisitions permitted hereunder; (e) reasonably documented fees
and expenses paid or payable in cash to unaffiliated third parties in connection with the transactions contemplated hereby and with any other issuances of debt or equity permitted hereby, whether or not such issuances are successful;
(f) reasonably documented fees and expenses paid or payable in cash to unaffiliated third parties in connection with (i) the Firework Acquisition and (ii) other Acquisitions or dispositions permitted hereby, whether or not such
Acquisitions or dispositions are successful; and (g) following the consummation of the Firework Acquisition, other cash charges related to (i) the Firework Acquisition and (ii) other Acquisitions or dispositions permitted hereby
(including any related severance, integration, discontinuation, restructuring and/or consolidation charges or expenses); provided, that all such charges under this clause (g)(ii) and all charges under clause (f)(ii) above incurred from the
consummation of the Firework Acquisition shall not exceed $100,000,000 for all periods; provided, that for purposes of calculating the Consolidated Net Debt to EBITDA Ratio in Section 8.09(a)(i), Consolidated Leverage Ratio in
Section 8.09(a)(ii) and the Consolidated Interest Coverage Ratio in Section 8.09(b), Consolidated EBITDA shall include, on a Pro 

  
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Forma Basis for the period consisting of the four fiscal quarters ending on such date, the Consolidated EBITDA attributable to all businesses and assets acquired after the beginning of such
period as if such business and/or assets had been owned for the entire period and shall exclude, on a Pro Forma Basis for the period consisting of the four fiscal quarters ending on such date, the Consolidated EBITDA attributable to all businesses
and assets disposed after the beginning of such period as if such businesses and/or assets had not been owned for the entire period. 

“Consolidated Net Debt to EBITDA Ratio” means, as of any date of determination, the ratio of (a) Consolidated Funded
Indebtedness, net of (x) prior to the consummation of the Firework Acquisition, unencumbered cash and Cash Equivalents of the Company and its Domestic Subsidiaries in excess of $25,000,000, provided that such netting shall only be
permitted if the Total Revolving Outstandings are less than $100,000,000 as of such date and (y) from the consummation of the Firework Acquisition, unencumbered cash and Cash Equivalents of the Company and its Subsidiaries in excess of
$50,000,000 to (b) Consolidated EBITDA for the period of the four fiscal quarters most recently ended. 
 “Permitted
Acquisition” means (A) the Target Acquisition, (B) the Firework Acquisition and (C) Investments consisting of an Acquisition by the Company or any Subsidiary of the Company, provided that (i) the Property acquired (or
the Property of the Person acquired) in such Acquisition is used or useful in the same, similar or complementary lines of business as the Company and its Subsidiaries were engaged in on the Closing Date (or any reasonable adjacencies, extensions or
expansions thereof), (ii) in the case of an Acquisition of the Capital Stock of another Person, the board of directors (or other comparable governing body) of such other Person shall have duly approved such Acquisition, (iii) after giving
effect to any such Acquisition on a Pro Forma Basis, the Loan Parties are in compliance with the financial covenants set forth in Section 8.09 as of the most recent fiscal quarter for which the Company has delivered financial statements
pursuant to Section 7.01(a) or (b), (iv) the representations and warranties made by the Loan Parties in any Loan Document shall be true and correct in all material respects at and as if made as of the date of such Acquisition (after giving
effect thereto) except to the extent such representations and warranties expressly relate to an earlier date, (v) no Default or Event of Default has occurred and is continuing or would result therefrom and (vi) if such transaction involves
the purchase of an interest in a partnership between the Company (or a Subsidiary of the Company) as a general partner and entities unaffiliated with the Company or such Subsidiary as the other partners, such transaction shall be effected by having
such equity interest acquired by a corporate holding company directly or indirectly wholly-owned by the Company newly formed for the sole purpose of effecting such transaction. 

“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion
powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel,
reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any
other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that
Bail-In Legislation that are related to or ancillary to any of those powers. 

  
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 (c) Section 6.24 of the Credit Agreement is amended by deleting such Section
and inserting the following new Section 6.24 in lieu thereof: 
 “6.24 Affected Financial Institutions. No Loan Party is an
Affected Financial Institution.” 
 (d) Section 8.02 of the Credit Agreement is amended by deleting clause (h) from such Section
and inserting the following clause (h) in lieu thereof: 
 “(h) Investments by any Loan Party or any Subsidiary of a Loan Party in
any Subsidiary of the Company that is not a Loan Party, and joint ventures not to exceed at any time an aggregate amount equal to twenty percent (20%) of Consolidated Total Assets as of the last day of the most recently ended fiscal quarter for
which the Company shall have delivered financial statements pursuant to Section 7.01(a) or (b), as the case may be; 

(e) Section 8.04 of the Credit Agreement is amended by deleting such Section and inserting the following new Section 8.04
in lieu thereof: 
 “8.04 Fundamental Changes. Merge, dissolve, liquidate, consolidate, amalgamate with or into another Person,
or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; provided that, subject to Section 7.12 and provided that,
after giving effect to any such transaction, no Default or Event of Default shall exist, (a) the Company may merge or consolidate with any of its Subsidiaries provided that the Company shall be the continuing or surviving corporation,
(b) (i) any Subsidiary of the Company may merge or consolidate with any other Subsidiary of the Company provided that if a Loan Party is a party thereto, a Loan Party shall be the continuing or surviving corporation, and (ii) any
Subsidiary of the Company may dispose of all or substantially all of its assets to any other Subsidiary of the Company provided that if a Loan Party is the transferor in such transaction a Loan Party shall be the transferee, (c) any Loan Party
other than the Company may merge or consolidate with any other Loan Party other than the Company, (d) any Foreign Subsidiary may be merged or consolidated or amalgamated with or into any Loan Party provided that such Loan Party shall be the
continuing or surviving corporation, (e) any Foreign Subsidiary may be merged, consolidated or amalgamated with or into any other Foreign Subsidiary (provided, that, (i) if a Designated Borrower is a party to any such merger
or consolidation, a Designated Borrower shall be the continuing or surviving corporation, and (ii) if a Designated Borrower is a party to any such amalgamation, (A) prior to the consummation of such amalgamation, the Administrative Agent
and each Lender shall have (I) received all documentation and other information that it has reasonably requested in writing that it has reasonably determined is required by regulatory authorities under applicable “know your customer”
and anti-money laundering rules and regulations, including without limitation the Act and the Beneficial Ownership Regulation, and (II) approved such amalgamation (which approval shall not be unreasonably delayed or denied or require the
payment of a fee or other consideration), and (B) promptly upon the consummation of such amalgamation, and in any event, within one (1) Business Day of the consummation thereof (or such later date as may be agreed by the Administrative
Agent in its sole discretion), the Company and the amalgamated company shall have delivered (I) an acknowledgment and confirmation from the amalgamated 

  
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company with respect to the assumption and ratification of all rights, obligations, duties and liabilities of such Designated Borrower under this Agreement and the other Loan Documents
immediately prior to the consummation of such amalgamation and (II) such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the
Administrative Agent, as may be reasonably required by the Administrative Agent or the Required Lenders with respect to the amalgamated company), (f) (i) any Subsidiary that is a Loan Party may wind up, liquidate or dissolve itself so long as
it transfers all or substantially all of its assets to a Loan Party prior to such wind up, liquidation or dissolution and (ii) any Subsidiary that is not a Loan Party may wind up, liquidate or dissolve itself so long as it transfers all or
substantially all of its assets to a Loan Party or a Subsidiary of a Loan Party prior to such wind up, liquidation or dissolution, and (g) any Subsidiary of the Company that is not a Loan Party may merge with any Person so long as the entity
surviving such merger is a wholly-owned Subsidiary of the Company.” 
 (f) Section 8.09 of the Credit Agreement is
hereby amended and restated as follows: 
 “8.09 Financial Covenants. 

(a) Leverage Ratio. 
 (i)
Prior to the consummation of the Firework Acquisition, (x) if the Leverage Modification Date has not occurred, permit the Consolidated Net Debt to EBITDA Ratio as of the end of any fiscal quarter of the Company to be greater than 3.25:1.0;
provided, however, that as of the end of each of the four (4) fiscal quarters immediately following an Acquisition Event, commencing with the fiscal quarter in which such Acquisition Event was consummated, the Company shall have the right to
permit the Consolidated Net Debt to EBITDA Ratio to exceed 3.25:1.0, so long as (a) it does not exceed 3.50:1.0 as of the end of any of such four (4) fiscal quarters and (b) it reverts to 3.25:1.0 as of the end of any fiscal quarter
after such fourth fiscal quarter and (y) if the Leverage Modification Date has occurred, permit the Consolidated Leverage Ratio as of the end of any fiscal quarter of the Company to be greater than 3.50:1.0; provided, however,
that as of the end of each of the four (4) fiscal quarters immediately following an Acquisition Event, commencing with the fiscal quarter in which such Acquisition Event was consummated, the Company shall have the right to permit the
Consolidated Leverage Ratio to exceed 3.50:1.0, so long as (a) it does not exceed 4.00:1.0 as of the end of any of such four (4) fiscal quarters and (b) it reverts to 3.50:1.0 as of the end of any fiscal quarter after such fourth
fiscal quarter. 
 (ii) From the consummation of the Firework Acquisition, permit the Consolidated Net Debt to EBITDA Ratio as of the end of
any fiscal quarter of the Company to exceed: (1) prior to the second fiscal quarter ending in 2022, 4.75:1.0, (2) as of the end of the second and third fiscal quarters ending in 2022, 4.50:1.0, (3) as of the end of the fourth fiscal quarter
ending in 2022, 4.00:1.0 and (4) as of the end of each fiscal quarter thereafter 3.50:1.0. 
 (b) Consolidated Interest Coverage
Ratio. Permit the Consolidated Interest Coverage Ratio as of the end of any fiscal quarter of the Company to be less than 3.0 to 1.0.” 

  
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 (g) Section 11.20 of the Credit Agreement is hereby amended and
restated as follows: 
 “11.20 Acknowledgement and Consent to Bail-In of Affected
Financial Institutions. 
 Notwithstanding anything to the contrary in any Loan Document or in any other
agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender that is an Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may
be subject to the write-down and conversion powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: 

(a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder
which may be payable to it by any Lender that is an Affected Financial Institution; and 
 (b) the effects of any Bail-in Action on any such liability, including, if applicable: 
 (i) a reduction in full or in part or
cancellation of any such liability; 
 (ii) a conversion of all, or a portion of, such liability into shares or other instruments of
ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any
rights with respect to any such liability under this Agreement or any other Loan Document; or 
 (iii) the variation of the terms of such
liability in connection with the exercise of the write-down and conversion powers of the applicable Resolution Authority.” 

(h) The following Section 11.21 is added to the Credit Agreement: 

“11.21 Guaranty Release. 

The Company has notified the Administrative Agent that neither Teledyne Scientific & Imaging, LLC, a Delaware limited liability
company, nor Teledyne LeCroy, Inc., a Delaware corporation (each, a “Released Guarantor”), constitutes a Material Subsidiary and has requested that each of the Administrative Agent and the Lenders agree to release such
entities as Guarantors. The Administrative Agent and each Lender hereby agree to release each Released Guarantor from its obligations as a Guarantor under the Guaranty and the other Loan Documents, such release to be effective as of the date
after the Closing Date that the Company shall have delivered a certificate, signed by a Responsible Officer of the Company, to the Administrative Agent referencing this Section and confirming the election of the Company to release each Released
Guarantor from its obligations as a Guarantor under the Guaranty. Immediately upon delivery of such certificate from the Company to the Administrative Agent after the Closing Date, neither Released Guarantor shall be a Guarantor under the Loan
Documents.” 

  
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 2. Conditions Precedent. This Amendment shall be effective upon satisfaction of the
following conditions precedent (the date such conditions precedent are satisfied, the “Sixth Amendment Effective Date”): 

(a) Receipt by the Administrative Agent of counterparts of this Amendment duly executed by the Company, the Designated
Borrowers, the Guarantors, the Consenting Lenders (constituting the Required Lenders (as defined in the Credit Agreement)) and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. 

(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 Sixth 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. 

  
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 (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 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 Sixth 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. 
  

							
	BORROWER:	 		 	 TELEDYNE TECHNOLOGIES INCORPORATED,

a Delaware corporation

				
		 		 	By:	 	/s/ Susan L. Main
		 		 	Name:	 	Susan L. Main
		 		 	Title:	 	Senior Vice President and Chief Financial Officer

  

							
	DESIGNATED BORROWERS:	 		 	 TELEDYNE LIMITED,
 an English
limited company

				
		 		 	By:	 	/s/ Susan L. Main
		 		 	Name:	 	Susan L. Main
		 		 	Title:	 	Director

  

							
		 		 	 TELEDYNE DIGITAL IMAGING, INC.,
 an
Ontario, Canada corporation

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

  

							
		 		 	 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:	 	Authorised Signatory


  
 TELEDYNE TECHNOLOGIES
INCORPORATED 
 SIXTH AMENDMENT TO AMENDED AND RESTATED 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 SCIENTIFIC & IMAGING, LLC,

a Delaware limited liability company

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

  

							
		 		 	 TELEDYNE LECROY, INC.,
 a Delaware
corporation

				
		 		 	By:	 	/s/ Susan L. Main
		 		 	Name:	 	Susan L. Main
		 		 	Title:	 	Senior Vice President


  
 TELEDYNE TECHNOLOGIES
INCORPORATED 
 SIXTH AMENDMENT TO AMENDED AND RESTATED 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 
 SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT 














							
	LENDERS:	 		 	 BANK OF AMERICA, N.A.,
 as a Lender,
L/C Issuer and Swing Line Lender

				
		 		 	By:	 	/s/ Mukesh Singh
		 		 	Name:	 	Mukesh Singh
		 		 	Title:	 	Director


  
 TELEDYNE TECHNOLOGIES
INCORPORATED 
 SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT 













 
			
	 BANK OF THE WEST
 as a
Lender

		
	By:	 	/s/ Tricia Landry
	Name:	 	Tricia Landry
	Title:	 	Director



  
 TELEDYNE TECHNOLOGIES
INCORPORATED 
 SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT 













 
			
	 BANK OF MONTREAL,
 as a
Lender

		
	By:	 	/s/ Josh Hovernale
	Name:	 	Josh Hovernale
	Title:	 	Director



  
 TELEDYNE TECHNOLOGIES
INCORPORATED 
 SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT 













 
			
	 THE BANK OF NEW YORK MELLON
 as a
Lender

		
	By:	 	/s/ John T. Smathers
	Name:	 	John T. Smathers
	Title:	 	Director



  
 TELEDYNE TECHNOLOGIES
INCORPORATED 
 SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT 













 
			
	 JPMORGAN CHASE BANK, N.A.,
 as a
Lender

		
	By:	 	/s/ Jonathan Bennett
	Name:	 	Jonathan Bennett
	Title:	 	Executive Director



  
 TELEDYNE TECHNOLOGIES
INCORPORATED 
 SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT 













 
			
	 KeyBank National Association,
 as a
Lender

		
	By:	 	/s/ Thomas A. Crandell
	Name:	 	Thomas A. Crandell
	Title:	 	Senior Vice President



  
 TELEDYNE TECHNOLOGIES
INCORPORATED 
 SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT 













 
			
	 MUFG BANK, LTD.,
 as a
Lender

		
	By:	 	/s/ Jeffrey Flagg
	Name:	 	Jeffrey Flagg
	Title:	 	Authorized Signatory



  
 TELEDYNE TECHNOLOGIES
INCORPORATED 
 SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT 













 
			
	 THE NORTHERN TRUST COMPANY,
 as a
Lender

		
	By:	 	/s/ Wicks Barkhausen
	Name:	 	Wicks Barkhausen
	Title:	 	Senior Vice President



  
 TELEDYNE TECHNOLOGIES
INCORPORATED 
 SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT 













 
			
	 PNC BANK, NATIONAL ASSOCIATION
 as a
Lender

		
	By:	 	/s/ Karl Thomasma
	Name:	 	Karl Thomasma
	Title:	 	Senior Vice President



  
 TELEDYNE TECHNOLOGIES
INCORPORATED 
 SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT 













 
			
	TRUIST BANK, formerly known as Branch Banking and Trust Company and successor by merger to SunTrust Bank, as a Lender
		
	By:	 	/s/ Jonathan Hart
	Name:	 	Jonathan Hart
	Title:	 	Vice President



  
 TELEDYNE TECHNOLOGIES
INCORPORATED 
 SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT 













 
			
	 U.S. BANK NATIONAL ASSOCIATION
 as a
Lender

		
	By:	 	/s/ Glenn Leyrer
	Name:	 	Glen Leyrer
	Title:	 	Vice President



  
 TELEDYNE TECHNOLOGIES
INCORPORATED 
 SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT 













 
			
	 WELLS FARGO BANK, NATIONAL

ASSOCIATION,
 as a Lender

		
	By:	 	/s/ Mark Halldorson
	Name:	 	Mark H. Halldorson
	Title:	 	Director



  
 TELEDYNE TECHNOLOGIES
INCORPORATED 
 SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT