Second amendment to Credit Agreement



 Exhibit 10.1 
 SECOND AMENDMENT TO CREDIT AGREEMENT 
 This SECOND AMENDMENT TO CREDIT AGREEMENT (this
“Amendment”) is entered into as of October 27, 2008 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 (as amended, 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. Amendments to Credit Agreement. 
 (a) Section 1.01. The definition of “Letter of Credit Sublimit” in Section 1.01 of the Credit Agreement is hereby amended to read as follows: 
 “Letter of Credit Sublimit” means an amount equal to the lesser of (a) the Aggregate Revolving Commitments and
(b) $50,000,000. The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate Revolving Commitments. 
 2.
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. 
 3. 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. 







 4. 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. 
 5. 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. 
 6. 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. 
 7. 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. 
 8. 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. 
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 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:	 	Director

  

									
	 FLIR SYSTEMS HOLDINGS A.B.
 a Swedish
corporation
	 		 	
					
	By:	 	/s/ Arne Almerfors	 		 	By:	 	/s/ Stephen M. Bailey
	Name:	 	Arne Almerfors	 		 	Name:	 	Stephen M. Bailey
	Title:	 	Managing Director	 		 	Title:	 	Member

  

									
	 FLIR SYSTEMS A.B.
 a Swedish
corporation
	 		 	
					
	By:	 	/s/ Arne Almerfors	 		 	By:	 	/s/ Stephen M. Bailey
	Name:	 	Arne Almerfors	 		 	Name:	 	Stephen M. Bailey
	Title:	 	Managing Director	 		 	Title:	 	Director

  

									
	 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:	 	Chief Financial Officer

  

			
	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/ Richard J. Ameny, Jr.
	Name:	 	Richard J. Ameny, Jr.
	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:	 	/s/ Douglas Riahi
	Name:	 	Douglas Riahi
	Title:	 	Managing Director
		
	By:	 	/s/ John W. Deegan
	Name:	 	John W. Deegan
	Title:	 	Director

  

			
	 COMERICA BANK,
 as a
Lender

		
	By:	 	/s/ Poonam Patel
	Name:	 	Poonam Patel
	Title:	 	Corporate Banking Officer

  

			
	JPMORGAN CHASE BANK, N.A.,
	as a Lender
		
	By:	 	 
	Name:	 	
	Title:	 	

  

			
	 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:	 	 
	Name:	 	
	Title:	 	

  

			
		
	By:	 	 
	Name:	 	
	Title: