exv10w1






Exhibit 10.1




execution version




 





Teledyne Technologies Incorporated




$75,000,000 4.04% Senior Notes, Series A,

due September 15, 2015



$100,000,000 4.74% Senior Notes, Series B,

due September 15, 2017



$75,000,000 5.30% Senior Notes, Series C,

due September 15, 2020



 





Note Purchase Agreement



 





Dated as of May 12, 2010



 








 









 








Table of Contents




	 	 	 	 	 
	Section                                                                  
                                  Heading	 	Page	 
	Section 1. Authorization of Notes
	 	 	1	 
	 
	 	 	 	 
	Section 1.1. Description of Notes
	 	 	1	 
	Section 1.2. Interest Rate
	 	 	2	 
	 
	 	 	 	 
	Section 2. Sale and Purchase of Notes
	 	 	2	 
	 
	 	 	 	 
	Section 2.1. Notes
	 	 	2	 
	Section 2.2. Subsidiary Guaranty
	 	 	2	 
	 
	 	 	 	 
	Section 3. Closing
	 	 	3	 
	 
	 	 	 	 
	Section 4. Conditions to Closing
	 	 	3	 
	 
	 	 	 	 
	Section 4.1. Representations and Warranties
	 	 	3	 
	Section 4.2. Performance; No Default
	 	 	4	 
	Section 4.3. Compliance Certificates
	 	 	4	 
	Section 4.4. Opinions of Counsel
	 	 	4	 
	Section 4.5. Purchase Permitted By Applicable Law, Etc
	 	 	5	 
	Section 4.6. Execution of Agreement; Sale of Other Notes
	 	 	5	 
	Section 4.7. Payment of Special Counsel Fees
	 	 	5	 
	Section 4.8. Private Placement Number
	 	 	5	 
	Section 4.9. Changes in Corporate Structure
	 	 	5	 
	Section 4.10. Subsidiary Guaranty
	 	 	6	 
	Section 4.11. Funding Instructions
	 	 	6	 
	Section 4.12. July 4, 2010 Financials
	 	 	6	 
	Section 4.13. Proceedings and Documents
	 	 	6	 
	 
	 	 	 	 
	Section 5. Representations and Warranties of the Company
	 	 	6	 
	 
	 	 	 	 
	Section 5.1. Organization; Power and Authority
	 	 	6	 
	Section 5.2. Authorization, Etc
	 	 	6	 
	Section 5.3. Disclosure
	 	 	7	 
	Section 5.4. Organization and Ownership of Shares of Subsidiaries
	 	 	7	 
	Section 5.5. Financial Statements; Material Liabilities
	 	 	8	 
	Section 5.6. Compliance with Laws, Other Instruments, Etc
	 	 	8	 
	Section 5.7. Governmental Authorizations, Etc
	 	 	9	 
	Section 5.8. Litigation; Observance of Agreements, Statutes and Orders
	 	 	9	 
	Section 5.9. Taxes
	 	 	9	 
	Section 5.10. Title to Property; Leases
	 	 	9	 
	Section 5.11. Licenses, Permits, Etc
	 	 	10	 
	Section 5.12. Compliance with ERISA
	 	 	10	 
	Section 5.13. Private Offering by the Company
	 	 	11	 






-i-









 






	 	 	 	 	 
	Section                                                                  
                                  Heading	 	Page	 
	Section 5.14. Use of Proceeds; Margin Regulations
	 	 	11	 
	Section 5.15. Existing Indebtedness; Future Liens
	 	 	11	 
	Section 5.16. Foreign Assets Control Regulations, Etc
	 	 	12	 
	Section 5.17. Status under Certain Statutes
	 	 	12	 
	Section 5.18. Environmental Matters
	 	 	13	 
	Section 5.19. Notes Rank Pari Passu
	 	 	13	 
	 
	 	 	 	 
	Section 6. Representations of the Purchasers
	 	 	13	 
	 
	 	 	 	 
	Section 6.1. Purchase for Investment
	 	 	13	 
	Section 6.2. Accredited Investor
	 	 	13	 
	Section 6.3. Source of Funds
	 	 	14	 
	 
	 	 	 	 
	Section 7. Information as to Company
	 	 	15	 
	 
	 	 	 	 
	Section 7.1. Financial and Business Information
	 	 	15	 
	Section 7.2. Officer’s Certificate
	 	 	18	 
	Section 7.3. Visitation
	 	 	19	 
	 
	 	 	 	 
	Section 8. Payment of the Notes
	 	 	19	 
	 
	 	 	 	 
	Section 8.1. Maturity
	 	 	19	 
	Section 8.2. Optional Prepayments with Make-Whole Amount
	 	 	20	 
	Section 8.3. Allocation of Partial Prepayments
	 	 	20	 
	Section 8.4. Maturity; Surrender, Etc.
	 	 	21	 
	Section 8.5. Purchase of Notes
	 	 	21	 
	Section 8.6. Make-Whole Amount for the Notes
	 	 	21	 
	Section 8.7. Prepayment in Connection with a Change in Control
	 	 	23	 
	Section 8.8. Prepayment in Connection with Asset Sales
	 	 	24	 
	 
	 	 	 	 
	Section 9. Affirmative Covenants
	 	 	24	 
	 
	 	 	 	 
	Section 9.1. Compliance with Law
	 	 	24	 
	Section 9.2. Insurance
	 	 	24	 
	Section 9.3. Maintenance of Properties
	 	 	25	 
	Section 9.4. Payment of Taxes and Claims
	 	 	25	 
	Section 9.5. Corporate Existence, Etc
	 	 	25	 
	Section 9.6. Notes to Rank Pari Passu
	 	 	25	 
	Section 9.7. Additional Subsidiary Guarantors
	 	 	25	 
	Section 9.8. Books and Records
	 	 	26	 
	 
	 	 	 	 
	Section 10. Negative Covenants
	 	 	26	 
	 
	 	 	 	 
	Section 10.1. Consolidated Leverage Ratio
	 	 	26	 
	Section 10.2. Interest Coverage Ratio
	 	 	27	 
	Section 10.3. Priority Debt
	 	 	27	 
	Section 10.4. Limitation on Liens
	 	 	27	 
	Section 10.5. Sales of Assets
	 	 	30	 
	Section 10.6. Merger and Consolidation
	 	 	31	 






-ii-









 






	 	 	 	 	 
	Section                                                                  
                                  Heading	 	Page	 
	Section 10.7. Transactions with Affiliates
	 	 	32	 
	Section 10.8. Terrorism Sanctions Regulations
	 	 	32	 
	 
	 	 	 	 
	Section 11. Events of Default
	 	 	32	 
	 
	 	 	 	 
	Section 12. Remedies on Default, Etc
	 	 	35	 
	 
	 	 	 	 
	Section 12.1. Acceleration
	 	 	35	 
	Section 12.2. Other Remedies
	 	 	35	 
	Section 12.3. Rescission
	 	 	36	 
	Section 12.4. No Waivers or Election of Remedies, Expenses, Etc
	 	 	36	 
	 
	 	 	 	 
	Section 13. Registration; Exchange; Substitution of Notes
	 	 	36	 
	 
	 	 	 	 
	Section 13.1. Registration of Notes
	 	 	36	 
	Section 13.2. Transfer and Exchange of Notes
	 	 	36	 
	Section 13.3. Replacement of Notes
	 	 	37	 
	 
	 	 	 	 
	Section 14. Payments on Notes
	 	 	38	 
	 
	 	 	 	 
	Section 14.1. Place of Payment
	 	 	38	 
	Section 14.2. Home Office Payment
	 	 	38	 
	 
	 	 	 	 
	Section 15. Expenses, Etc
	 	 	38	 
	 
	 	 	 	 
	Section 15.1. Transaction Expenses
	 	 	38	 
	Section 15.2. Survival
	 	 	39	 
	 
	 	 	 	 
	Section 16. Survival of Representations and Warranties; Entire Agreement
	 	 	39	 
	 
	 	 	 	 
	Section 17. Amendment and Waiver
	 	 	39	 
	 
	 	 	 	 
	Section 17.1. Requirements
	 	 	39	 
	Section 17.2. Solicitation of Holders of Notes
	 	 	40	 
	Section 17.3. Binding Effect, Etc
	 	 	40	 
	Section 17.4. Notes Held by Company, Etc
	 	 	41	 
	 
	 	 	 	 
	Section 18. Notices
	 	 	41	 
	 
	 	 	 	 
	Section 19. Reproduction of Documents
	 	 	41	 
	 
	 	 	 	 
	Section 20. Confidential Information
	 	 	42	 
	 
	 	 	 	 
	Section 21. Substitution of Purchaser
	 	 	43	 






-iii-









 






	 	 	 	 	 
	Section                                                                  
                                  Heading	 	Page	 
	Section 22. Miscellaneous
	 	 	43	 
	 
	 	 	 	 
	Section 22.1. Successors and Assigns
	 	 	43	 
	Section 22.2. Payments Due on Non-Business Days
	 	 	43	 
	Section 22.3. Accounting Terms
	 	 	44	 
	Section 22.4. Severability
	 	 	44	 
	Section 22.5. Construction
	 	 	44	 
	Section 22.6. Counterparts
	 	 	44	 
	Section 22.7. Governing Law
	 	 	44	 
	Section 22.8. Jurisdiction and Process; Waiver of Jury Trial
	 	 	44	 






-iv-









 






	 	 	 	 	 

	Schedule A

	 	—
	 	Information Relating to Purchasers
	 
	 	 	 	 
	Schedule B

	 	—
	 	Defined Terms
	 
	 	 	 	 
	Schedule 4.9

	 	—
	 	Changes in Corporate Structure
	 
	 	 	 	 
	Schedule 5.3

	 	—
	 	Disclosure Materials
	 
	 	 	 	 
	Schedule 5.4

	 	—
	 	Subsidiaries of the Company, Ownership of Subsidiary Stock
	 
	 	 	 	 
	Schedule 5.15

	 	—
	 	Existing Indebtedness
	 
	 	 	 	 
	Schedule 10.4

	 	—
	 	Existing Liens
	 
	 	 	 	 
	Exhibit 1(a)

	 	—
	 	Form of 4.04% Senior Notes, Series A, due September 15, 2015
	 
	 	 	 	 
	Exhibit 1(b)

	 	—
	 	Form of 4.74% Senior Notes, Series B, due September 15, 2017
	 
	 	 	 	 
	Exhibit 1(c)

	 	—
	 	Form of 5.30% Senior Notes, Series C, due September 15, 2020
	 
	 	 	 	 
	Exhibit 2.2

	 	—
	 	Form of Subsidiary Guaranty
	 
	 	 	 	 
	Exhibit 4.4(a)

	 	—
	 	Form of Opinion of Associate General Counsel to the Company
	 
	 	 	 	 
	Exhibit 4.4(b)

	 	—
	 	Form of Opinion of Special Counsel to the Purchasers







-v-











 





Teledyne Technologies Incorporated

1049 Camino Dos Rios 

Thousand Oaks, CA 91360




$75,000,000 4.04% Senior Notes, Series A,

due September 15, 2015




$100,000,000 4.74% Senior Notes, Series B,

due September 15, 2017



$75,000,000 5.30% Senior Notes, Series C,

due September 15, 2020



Dated as of

May 12, 2010




To the Purchasers listed in

     the attached Schedule A:



Ladies and Gentlemen:




     Teledyne Technologies Incorporated, a Delaware corporation (the “Company”), agrees
with the Purchasers listed in the attached Schedule A (the “Purchasers”) to this Note Purchase
Agreement (this “Agreement”) as follows:



Section 1. Authorization of Notes.




     Section 1.1. Description of Notes. The Company will authorize the issue and sale of the
following Senior Notes:



	 	 	 	 	 	 	 	 	 
	 	 	 	 	Aggregate Principal	 	 	 	 
	Issue	 	Series	 	Amount	 	Interest Rate	 	Maturity Date
	Senior Notes
	 	Series A (the

“Series A Notes”)
	 	$75,000,000
	 	4.04%
	 	September 15, 2015
	 	 	 	 	 	 	 	 	 
	Senior Notes
	 	Series B (the

“Series B Notes”)
	 	$100,000,000
	 	4.74%
	 	September 15, 2017
	 	 	 	 	 	 	 	 	 
	Senior Notes
	 	Series C (the

“Series C Notes”)
	 	$75,000,000
	 	5.30%
	 	September 15, 2020






     The Senior Notes described above are collectively referred to as the “Notes” (such term shall
also include any such notes issued in substitution therefor pursuant to Section 13 of this



 









 




Agreement). The Series A Notes, Series B Notes and Series C Notes shall be substantially in
the form set out in Exhibit 1(a), Exhibit 1(b) and Exhibit 1(c), respectively, with such changes
therefrom, if any, as may be approved by the Purchasers and the Company. Certain capitalized terms
used in this Agreement are defined in Schedule B; references to a “Schedule” or an “Exhibit” are,
unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.




     Section 1.2. Interest Rate. The Notes shall bear interest (computed on the basis of a 360-day
year of twelve 30-day months) on the unpaid principal thereof from the date of issuance at their
respective stated rates of interest as may be adjusted pursuant to the terms of this Agreement,
payable semi-annually in arrears (a) with respect to the respective stated rates of interest,
payable on the 15th day of September and March in each year and at maturity and (b) with respect to
the Interest Rate Adjustment (if any), on the 15th day of September and March next succeeding the
Company’s election to apply the Elevated Ratio and at maturity, in each case, commencing on March
15, 2011, until such principal sum shall have become due and payable (whether at maturity, upon
notice of prepayment or otherwise) and interest (so computed) on any overdue principal, interest or
Make-Whole Amount from the due date thereof (whether by acceleration or otherwise) and, during the
continuance of an Event of Default, on the unpaid balance thereof, at the applicable Default Rate
until paid.



Section 2. Sale and Purchase of Notes; Subsidiary Guaranty.




     Section 2.1. Notes. Subject to the terms and conditions of this Agreement, the Company will
issue and sell to each Purchaser and each Purchaser will purchase from the Company, at the Closing
provided for in Section 3, the Notes in the principal amount of the Series specified opposite such
Purchaser’s name in Schedule A at the purchase price of 100% of the principal amount thereof. The
obligations of each Purchaser hereunder are several and not joint obligations and each Purchaser
shall have no obligation and no liability to any Person for the performance or nonperformance by
any other Purchaser hereunder.



     Section 2.2. Subsidiary Guaranty. (a) The payment by the Company of all amounts due with
respect to the Notes and the performance by the Company of its obligations under this Agreement
will be absolutely and unconditionally guaranteed by the Subsidiary Guarantors pursuant to the
Guaranty Agreement dated as of the Closing Date, which shall be substantially in the form of
Exhibit 2.2 attached hereto, and otherwise in accordance with the provisions of Section 9.7 hereof
(the “Subsidiary Guaranty”).



     (b) Subject to Section 9.7, at the election of the Company and by written notice by the
Company to each holder of Notes, any Subsidiary Guarantor may be discharged from all of its
obligations and liabilities under the Subsidiary Guaranty Agreement and shall be automatically
released from its obligations thereunder without the need for the execution or delivery of any
other document by the holders or any other Person, provided that (i) such Subsidiary Guarantor has
been released and discharged (or will be released and discharged concurrently with the release of
such Subsidiary Guarantor under the Subsidiary Guaranty) as an obligor and guarantor under and in
respect of the Bank Credit Agreement and the Company so certifies to the holders of the Notes in a
certificate of a Responsible Officer, (ii) upon giving effect to such release and
discharge, no Default or Event of Default exists and the Company has



-2-









 




delivered a certificate
of a Responsible Officer to the holders of the Notes to that effect and (iii) if any fee or other
form of consideration is given to any holder of Indebtedness of the Company for the purpose of such
release, holders of the Notes shall receive equivalent consideration.




Section 3. Closing.




     The execution and delivery of this Agreement will be made at the offices of Chapman and Cutler
LLP, 595 Market Street, San Francisco, California 94105 on May 12, 2010 (the “Execution Date”).



     The sale and purchase of the Notes to be purchased by each Purchaser shall occur at the
offices of Chapman and Cutler LLP, 595 Market Street, San Francisco, California 94105 at 10:00 a.m.
Central time, at a closing (the “Closing”) on September 15, 2010, or on such other Business Day
prior to September 15, 2010 as may be agreed upon by the Company and the Purchasers. On the
Closing Date, the Company will deliver to each Purchaser the Notes of the Series to be purchased by
such Purchaser in the form of a single Note (or such greater number of Notes in denominations of at
least $250,000 as such Purchaser may request) dated the date of the Closing Date and registered in
such Purchaser’s name (or in the name of such Purchaser’s nominee), against delivery by such
Purchaser to the Company or its order of immediately available funds in the amount of the purchase
price therefor by wire transfer of immediately available funds for the account of the Company to
Account Number 058-6988, at The Bank of New York Mellon, Pittsburgh, Pennsylvania, ABA Number
043-000-261, in the Account Name of “Teledyne Technologies Incorporated.” If, on the Closing Date,
the Company shall fail to tender such Notes to any Purchaser as provided above in this Section 3,
or any of the conditions specified in Section 4 shall not have been fulfilled to any Purchaser’s
satisfaction, such Purchaser shall, at such Purchaser’s election, be relieved of all further
obligations under this Agreement, without thereby waiving any rights such Purchaser may have by
reason of such failure or such nonfulfillment.



Section 4. Conditions to Closing.




     Each Purchaser’s obligation to execute and deliver this Agreement on the Execution Date and to
purchase and pay for the Notes to be sold to such Purchaser at the Closing is subject to the
fulfillment to such Purchaser’s satisfaction, on the Execution Date and/or at the Closing, as the
case may be, of the following conditions:



     Section 4.1. Representations and Warranties.



     (a) Representations and Warranties of the Company. The representations and warranties of the
Company in this Agreement shall be correct when made and on (1) the Execution Date and (2) at the
time of the Closing (except in each case for representations and warranties, if any, (y) made as of
a specific date, which representations and warranties will be true and correct as of the specific
date or (z) which are not qualified by the inclusion of a materiality standard, which
representations and warranties shall be true and correct in all material respects at the time of
Closing).



-3-









 





     (b) Representations and Warranties of the Subsidiary Guarantors. The representations and
warranties of the Subsidiary Guarantors in the Subsidiary Guaranty shall be correct when made and
at the time of the Closing.



     Section 4.2. Performance; No Default.  The Company and each Subsidiary Guarantor
shall have performed and complied with all agreements and conditions contained in this Agreement
and the Subsidiary Guaranty required to be performed or complied with by the Company and each such
Subsidiary Guaranty prior to or on the Execution Date and at the time of the Closing, and after
giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as
contemplated by Section 5.14), (i) no Default or Event of Default shall have occurred and be
continuing, (ii) with respect to the Closing, no Default under Sections 10.1 or 10.2 shall have
occurred had such covenants been effective as of July 4, 2010 and the Notes had been issued and the
proceeds of the Notes applied as of such date as contemplated by Section 5.14 and (iii) with
respect to the Closing, Priority Indebtedness outstanding as of the time of Closing is less than
20% of Consolidated Net Worth as of July 4, 2010. Neither the Company nor any Subsidiary shall
have entered into any transaction since the date of the Memorandum that would have been prohibited
by Sections 10.5 and 10.6 hereof had such Sections applied since such date.



     Section 4.3. Compliance Certificates.



     (a) Officer’s Certificate of the Company. The Company shall have delivered to such Purchaser
an Officer’s Certificate, dated the Execution Date and the date of the Closing, as the case may be,
certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.



     (b) Secretary’s Certificate of the Company. The Company shall have delivered to such
Purchaser a certificate of its Secretary or Assistant Secretary, dated the Execution Date and the
date of the Closing, as the case may be, certifying as to the resolutions attached thereto and
other corporate proceedings relating to the authorization, execution and delivery of the Notes and
the Agreement.



     (c) Officer’s Certificate of the Subsidiary Guarantors. Each Subsidiary Guarantor shall have
delivered to such Purchaser a certificate of an authorized officer, dated the date of the Closing,
certifying that the conditions set forth in Section 4.1(b), 4.2 and 4.9 have been fulfilled.



     (d) Secretary’s Certificate of the Subsidiary Guarantors. Each Subsidiary Guarantor shall
have delivered to such Purchaser a certificate, dated the date of the Closing, certifying as to the
resolutions attached thereto and other partnership or corporate proceedings relating to the
authorization, execution and delivery of the Subsidiary Guaranty.



     Section 4.4. Opinions of Counsel. Such Purchaser shall have received opinions in
form and substance satisfactory to such Purchaser, dated the Closing Date (a) from Melanie S.
Cibik, Vice President, Associate General Counsel and Assistant Secretary of the Company, covering
the matters set forth in Exhibit 4.4(a) and covering such other matters incident to the
transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Company



-4-









 




hereby instructs its counsel to deliver such
opinion to the Purchasers) and (b) from Chapman and Cutler LLP, the Purchasers’ special counsel in
connection with such transactions, substantially in the form set forth in Exhibit 4.4(b) and
covering such other matters incident to such transactions as such Purchaser may reasonably request.




     Section 4.5. Purchase Permitted By Applicable Law, Etc. On the date of the Closing
such Purchaser’s purchase of Notes shall (a) be permitted by the laws and regulations of each
jurisdiction to which such Purchaser is subject, without recourse to provisions (such as section
1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies
without restriction as to the character of the particular investment, (b) not violate any
applicable law or regulation (including, without limitation, Regulation T, U or X of the Board of
Governors of the Federal Reserve System) and (c) not subject such Purchaser to any tax, penalty or
liability under or pursuant to any applicable law or regulation, which law or regulation was not in
effect on the date hereof. If requested by such Purchaser, such Purchaser shall have received an
Officer’s Certificate certifying as to such matters of fact as such Purchaser may reasonably
specify to enable such Purchaser to determine whether such purchase is so permitted.



     Section 4.6. Execution of Agreement; Sale of Other Notes. 



     (a) Execution of Agreement. Each of the Purchasers shall have executed and delivered this
Agreement on the Execution Date.



     (b) Sale of Other Notes. Contemporaneously with the Closing the Company shall sell to each
other Purchaser and each other Purchaser shall purchase the Notes to be purchased by it at the
Closing as specified in Schedule A.



     Section 4.7. Payment of Special Counsel Fees. Without limiting the provisions of Section
15.1, the Company shall have paid on or before the Execution Date and the date of the Closing the
reasonable fees, reasonable charges and reasonable disbursements of the Purchasers’ special counsel
referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to the
Company at least one Business Day prior to the Execution Date and Closing, as the case may be.



     Section 4.8. Private Placement Number. On or before the date of the Closing, a
Private Placement Number issued by Standard & Poor’s CUSIP Service Bureau (in cooperation with the
Securities Valuation Office of the National Association of Insurance Commissioners) shall have been
obtained for each Series of the Notes.



     Section 4.9. Changes in Corporate Structure.  Neither the Company nor any Subsidiary
Guarantor shall have changed its jurisdiction of organization or, except as reflected in Schedule
4.9, been a party to any merger or consolidation, or shall have succeeded to all or any substantial
part of the liabilities of any other
entity, at any time following the date of the most recent financial statements referred to in
Section 5.5 except any such event occurring after the Execution Date and as permitted by Sections
10.5 and 10.6 hereof. No Change of Control has occurred since April 4, 2010.



-5-









 





     Section 4.10. Subsidiary Guaranty. On or before the date of Closing, the Subsidiary Guaranty
shall have been duly authorized, executed and delivered by each Subsidiary Guarantor, shall
constitute the legal, valid and binding contract and agreement of each Subsidiary Guarantor and
such Purchaser shall have received a true, correct and complete copy thereof.



     Section 4.11. Funding Instructions. At least three Business Days prior to the date
of the Closing, each Purchaser shall have received written instructions signed by a Responsible
Officer on letterhead of the Company confirming the information specified in Section 3 including
(i) the name and address of the transferee bank, (ii) such transferee bank’s ABA number and (iii)
the account name and number into which the purchase price for the Notes is to be deposited.



     Section 4.12. July 4, 2010 Financials. Not later than five Business Days prior to the
Closing, the Company shall have delivered to the Purchasers copies of the unaudited consolidated
balance sheet of the Company and its Subsidiaries for the fiscal quarter ended July 4, 2010 and the
related statements of income and cash flows of the Company and its Subsidiaries.



     Section 4.13. Proceedings and Documents. All corporate and other similar proceedings
in connection with the transactions contemplated by this Agreement and all documents and
instruments incident to such transactions shall be reasonably satisfactory to such Purchaser and
its special counsel, and such Purchaser and its special counsel shall have received all such
counterpart originals or certified or other copies of such documents as such Purchaser or such
special counsel may reasonably request.


Section 5. Representations and Warranties of the Company.




     The Company represents and warrants to each Purchaser on (1) the Execution Date and (2) the
Closing Date (except in each case for representations and warranties, if any, (y) made as of a
specific date, which representations and warranties will be true and correct as of the specific
date or (z) which are not qualified by the inclusion of a materiality standard, which
representations and warranties shall be true and correct in all material respects on the Closing
Date) that:



     Section 5.1. Organization; Power and Authority. The Company is a corporation duly organized,
validly existing and in good standing under the laws of its jurisdiction of incorporation, and is
duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such
qualification is required by law, other than those jurisdictions as to which the failure to be so
qualified or in good standing would not, individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect. The Company has the corporate power and authority to own or
hold under lease the
properties it purports to own or hold under lease, to transact the business it transacts and
proposes to transact, to execute and deliver this Agreement and the Notes and to perform the
provisions hereof and thereof.



     Section 5.2. Authorization, Etc. This Agreement and the Notes to be issued pursuant
to the terms hereof have been duly authorized by all necessary corporate action on the part of the
Company, and this Agreement constitutes, and upon execution and delivery thereof each such



-6-









 




Note
will constitute, a legal, valid and binding obligation of the Company enforceable against the
Company in accordance with its terms, except as such enforceability may be limited by (i)
applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the
enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at law).




     Section 5.3. Disclosure. The Company, through its agents, Banc of America Securities
LLC and U.S. Bancorp Investments, Inc., has delivered to each Purchaser a copy of a Private
Placement Memorandum, dated March 31, 2010 (the “Memorandum”), relating to the transactions
contemplated hereby. The Memorandum fairly describes as of its date, in all material respects, the
general nature of the business and principal properties of the Company and its Subsidiaries. This
Agreement, the Memorandum and the documents, certificates or other writings delivered to the
Purchasers by or on behalf of the Company in connection with the transactions contemplated hereby
and identified in Schedule 5.3 and the financial statements listed in Section 5.5 (this Agreement,
the Memorandum and such documents, certificates or other writings and such financial statements in
each case, delivered to the Purchasers prior to April 14, 2010 being referred to, collectively, as
the “Disclosure Documents”), taken as a whole, do not, as of their respective dates, contain any
untrue statement of a material fact or omit to state any material fact necessary to make the
statements therein not misleading in light of the circumstances under which they were made. Except
as disclosed in the Disclosure Documents, since January 3, 2010, there has been no change in the
financial condition, operations, business, properties or prospects of the Company or any
Subsidiary, except changes that individually or in the aggregate would not reasonably be expected
to have a Material Adverse Effect. There is no fact known to the Company that would reasonably be
expected to have a Material Adverse Effect that has not been set forth herein or in the Disclosure
Documents.



     Section 5.4. Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4
contains (except as noted therein) complete and correct lists (i) of the Company’s Subsidiaries,
showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and
the percentage of shares of each class of its Capital Stock or similar equity interests outstanding
owned by the Company and each other Subsidiary and (ii) of the Company’s directors and senior
officers.



     (b) All of the outstanding shares of capital stock or similar equity interests of each
Subsidiary shown in Schedule 5.4 as being owned by the Company, its Material Subsidiaries and the
Subsidiary Guarantors have been validly issued, are fully paid and nonassessable and are
owned by the Company, a Material Subsidiary or a Subsidiary Guarantor free and clear of any Lien
(except as otherwise disclosed in Schedule 5.4).



     (c) Each Material Subsidiary and Subsidiary Guarantor identified in Schedule 5.4 is a
corporation or other legal entity duly organized, validly existing and in good standing under the
laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other
legal entity and is in good standing in each jurisdiction in which such qualification is required
by law, other than those jurisdictions as to which the failure to be so qualified or in good
standing would not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. Each such Material Subsidiary and Subsidiary Guarantor has the corporate or other



-7-









 




power and authority to own or hold under lease the properties it purports to own or hold under
lease and to transact the business it transacts and proposes to transact, except for such power or
authority as to which the failure to have would not have a Material Adverse Effect.




     (d) Neither any Material Subsidiary nor any Subsidiary Guarantor is a party to, or otherwise
subject to any legal, regulatory, contractual or other restriction (other than this Agreement, the
agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar
statutes) restricting the ability of such Material Subsidiary or such Subsidiary Guarantor to pay
dividends out of profits or make any other similar distributions of profits to the Company or any
of its Subsidiaries that owns outstanding shares of capital stock or similar equity interests of
such Material Subsidiary or such Subsidiary Guarantor.



     Section 5.5. Financial Statements; Material Liabilities. Prior to the Execution
Date, the Company has delivered to each Purchaser copies of the audited consolidated balance sheets
of the Company as of January 3, 2010, December 28, 2008 and December 30, 2007, and the related
consolidated statements of income, stockholders’ equity and cash flows for the fiscal years ended
as of January 3, 2010, December 28, 2008 and December 30, 2007, and the unaudited condensed
consolidated balance sheet of the Company and its Subsidiaries for the fiscal quarter ended April
4, 2010 and the related condensed consolidated statements of income and cash flows of the Company
and its Subsidiaries for such quarter. All of said financial statements and the financial
statements delivered pursuant to Section 4.12 hereof (including in each case the related schedules
and notes) fairly present, and with respect to the financial statements delivered pursuant to
Section 4.12, will fairly present, in all material respects the consolidated financial position of
the Company and its Subsidiaries as of the respective dates specified in such Schedule and the
consolidated results of their operations and cash flows for the respective periods so specified and
have been prepared in accordance with GAAP consistently applied throughout the periods involved
except as set forth in the notes thereto (subject, in the case of any interim financial statements,
to normal year-end adjustments). Except for liabilities incurred in the ordinary course of
business since January 3, 2010, the Company, its Material Subsidiaries and the Subsidiary
Guarantors do not have any Material liabilities that, as of the Execution Date, are not disclosed
on the January 3, 2010 or the April 4, 2010 financial statements and required to be so disclosed,
or otherwise disclosed in the Disclosure Documents.



     Section 5.6. Compliance with Laws, Other Instruments, Etc. The execution, delivery
and performance by
the Company of this Agreement and the Notes will not (a) contravene, result in any breach of, or
constitute a default under, or result in the creation of any Lien in respect of any property of the
Company or any Material Subsidiary under, (i) any indenture, mortgage, deed of trust, loan or
credit agreement with a financial institution, (ii) corporate charter or by-laws (or similar
organizational documents), or (iii) any other agreement or instrument to which the Company or any
Material Subsidiary is bound or by which the Company or any Material Subsidiary or any of their
respective properties may be bound or affected, (b) conflict with or result in a breach of any of
the terms, conditions or provisions of any order, judgment, decree, or ruling of any court,
arbitrator or Governmental Authority applicable to the Company or any Material Subsidiary, or (c)
violate any provision of any statute or other rule or regulation of any Governmental Authority
applicable to the Company or any Subsidiary, except in the case of



-8-









 




clause (a)(iii), (b) or (c)
above, such instances that, individually or in the aggregate, would not reasonably be expected to
have a Material Adverse Effect.




     Section 5.7. Governmental Authorizations, Etc. No consent, approval or authorization
of, or registration, filing or declaration with, any Governmental Authority is required in
connection with the execution, delivery or performance by the Company of this Agreement or the
Notes other than the filing of Form D and Form 8-K with the SEC.



     Section 5.8. Litigation; Observance of Agreements, Statutes and Orders. (a) There
are no actions, suits, investigations or proceedings pending or, to the knowledge of the Company,
threatened against or affecting the Company or any Subsidiary or any property of the Company or any
Subsidiary in any court or before any arbitrator of any kind or before or by any Governmental
Authority that, individually or in the aggregate, would reasonably be expected to have a Material
Adverse Effect.



     (b) Neither the Company nor any Subsidiary is in default under any term of any agreement or
instrument to which it is a party or by which it is bound, or any order, judgment, decree or ruling
of any court, arbitrator or Governmental Authority or is in violation of any applicable law,
ordinance, rule or regulation (including without limitation Environmental Laws or the USA Patriot
Act) of any Governmental Authority, which default or violation, individually or in the aggregate,
would reasonably be expected to have a Material Adverse Effect.



     Section 5.9. Taxes. The Company and its Subsidiaries have filed all tax returns that
are required to have been filed in any jurisdiction, and have paid all taxes shown to be due and
payable on such returns and all other taxes and assessments levied upon them or their properties,
assets, income or franchises, to the extent such taxes and assessments have become due and payable
and before they have become delinquent, except for any taxes and assessments (a) the amount of
which is not individually or in the aggregate Material or (b) the amount, applicability or validity
of which is currently being contested in good faith by appropriate proceedings and with respect to
which the Company or a Subsidiary, as the case may be, has established adequate reserves in
accordance with GAAP. The Company knows of no basis for any other tax or assessment that,
individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.
The charges, accruals and reserves on the books of
the Company and its Subsidiaries in respect of Material Federal, state or other taxes for all
fiscal periods are adequate. The Federal income tax liabilities of the Company and its
Subsidiaries have been finally determined (whether by reason of completed audits or the statute of
limitations having run) for all fiscal years up to and including the fiscal year ended January 1,
2006.



     Section 5.10. Title to Property; Leases. The Company and its Subsidiaries have good
and sufficient title to their respective properties that individually or in the aggregate are
Material, including all such properties reflected in the most recent audited balance sheet referred
to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after said
date (except as sold or otherwise disposed of in the ordinary course of business), in each case
free and clear of Liens prohibited by this Agreement. All leases that individually or in the
aggregate are Material are valid and subsisting and are in full force and effect in all material
respects.



-9-









 





     Section 5.11. Licenses, Permits, Etc.




     (a) The Company and its Subsidiaries own or possess all licenses, permits, franchises,
authorizations, patents, copyrights, proprietary software, service marks, trademarks and
trade names, or rights thereto, that individually or in the aggregate are Material, without
known conflict with the rights of others, except for such conflicts that, individually or in
the aggregate, would not reasonably be expected to result in a Material Adverse Effect.




     (b) To the best knowledge of the Company, no product of the Company or any of its
Subsidiaries infringes in any respect any license, permit, franchise, authorization, patent,
copyright, proprietary software, service mark, trademark, trade name or other right owned by
any other Person except for such infringements that, individually or in the aggregate, would
not reasonably be expected to result in a Material Adverse Effect.




     (c) To the best knowledge of the Company, there is no violation by any Person of any
right of the Company or any of its Subsidiaries with respect to any patent, copyright,
proprietary software, service mark, trademark, trade name or other right owned or used by
the Company or any of its Subsidiaries except for such violations that, individually or in
the aggregate, would not reasonably be expected to result in a Material Adverse Effect.



     Section 5.12. Compliance with ERISA. (a) The Company and each ERISA Affiliate have
operated and administered each Plan in compliance with all applicable laws except for such
instances of noncompliance as have not resulted in and would not, individually or in the aggregate,
reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any ERISA
Affiliate has incurred any liability pursuant to Title I or IV of ERISA or the penalty or excise
tax provisions of the Code relating to employee benefit plans (as defined in section 3 of ERISA),
and no event, transaction or condition has occurred or exists that could reasonably be expected to
result in the incurrence of any such liability by the Company or any ERISA Affiliate, or in the
imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA
Affiliate, in either case pursuant to
Title I or IV of ERISA or to such penalty or excise tax provisions or to section 436 or 430 of the
Code or section 4068 of ERISA, other than such liabilities or Liens as would not be individually or
in the aggregate Material.



     (b) The present value of the aggregate benefit liabilities under each of the Plans (other than
Multiemployer Plans), determined as of the end of such Plan’s plan year ended December 31, 2008, on
the basis of the actuarial assumptions specified for funding purposes in such Plan’s most recently
delivered actuarial valuation report, did not exceed the aggregate current value of the assets of
such Plan allocable to such benefit liabilities by more than $20,000,000 in the aggregate for all
Plans. The term “benefit liabilities” has the meaning specified in section 4001 of ERISA and the
terms “current value” and “present value” have the meaning specified in section 3 of ERISA.



-10-









 





     (c) The Company and its ERISA Affiliates have not incurred withdrawal liabilities (and are not
subject to contingent withdrawal liabilities) under section 4201 or 4204 of ERISA in respect of
Multiemployer Plans that individually or in the aggregate are Material.



     (d) The execution and delivery of this Agreement and the issuance and sale of the Notes
hereunder will not involve any transaction that is subject to the prohibitions of Section 406 of
ERISA or in connection with which a tax could be imposed pursuant to Section 4975(c)(1)(A)-(D) of
the Code. The representation by the Company in the first sentence of this Section 5.12(d) is made
in reliance upon and subject to the accuracy of such Purchaser’s representation in Section 6.3 as
to the sources of the funds to be used to pay the purchase price of the Notes to be purchased by
such Purchaser.



     Section 5.13. Private Offering by the Company. None of the Company, Banc of America
Securities LLC or U.S. Bancorp Investments, Inc., the only entities authorized to act on the
Company’s behalf, has offered the Notes or any similar securities for sale to, or solicited any
offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with,
any Person other than the Purchasers and not more than 75 other Institutional Investors, each of
which has been offered the Notes in connection with a private sale for investment. None of the
Company, Banc of America Securities LLC or U.S. Bancorp Investments, Inc., the only entities
authorized to act on the Company’s behalf, has taken, or will take, any action that would subject
the issuance or sale of the Notes to the registration requirements of Section 5 of the Securities
Act or to the registration requirements of any securities or blue sky laws of any applicable
jurisdiction.



     Section 5.14. Use of Proceeds; Margin Regulations. The proceeds of the sale of the
Notes will be used to refinance existing Indebtedness and for general corporate purposes, including
acquisitions. No part of the proceeds from the sale of the Notes hereunder will be used, directly
or indirectly, for the purpose of buying or carrying any margin stock in violation of Regulation U
of the Board of Governors of the Federal Reserve System (12 CFR 221), or for the purpose of buying
or carrying or trading in any securities under such circumstances as to involve the Company in a
violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a
violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than
25% of the value of the
consolidated assets of the Company and its Subsidiaries and the Company does not have any present
intention that margin stock will constitute more than 25% of the value of such assets. As used in
this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings
assigned to them in said Regulation U.



     Section 5.15. Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule
5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its
Subsidiaries as of January 3, 2010 in an aggregate outstanding amount of at least $10,000,000
(including a description of the obligors and obligees, principal amount outstanding and collateral
therefor, if any, and Guaranty thereof, if any), since which date (i) to the Execution Date there
has been no Material change in the amounts, interest rates, sinking funds, installment payments or
maturities of such Indebtedness of the Company or its Subsidiaries and (ii) to the Closing Date,
there has there has been no change in the amounts,



-11-









 




interest rates, sinking funds, installment
payments or maturities of such Indebtedness of the Company or its Subsidiaries which, individually
or in the aggregate, would reasonably be expected to result in a Material Adverse Effect. Neither
the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in
the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary in
an aggregate outstanding amount of at least $5,000,000 and no event or condition exists with
respect to such Indebtedness of the Company or any Subsidiary that would permit (or that with
notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness
to become due and payable before its stated maturity or before its regularly scheduled dates of
payment




     (b) Except as disclosed in Schedule 5.15, neither the Company nor any Subsidiary has agreed or
consented to cause or permit in the future (upon the happening of a contingency or otherwise) any
of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by
Section 10.4.



     (c) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any
provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary,
any agreement relating thereto or any other agreement (including, but not limited to, its charter
or other organizational document) which limits the amount of, or otherwise imposes restrictions on
the incurring of, Indebtedness of the Company, except as specifically indicated in Schedule 5.15.



     Section 5.16. Foreign Assets Control Regulations, Etc. (a) Neither the sale of the
Notes by the Company hereunder nor its use of the proceeds thereof will violate the Trading with
the Enemy Act, as amended, or any of the foreign assets control regulations of the United States
Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or
executive order relating thereto.



     (b) Neither the Company nor any Subsidiary (i) is a Person described or designated in the
Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control or
in Section 1 of the Anti-Terrorism Order or (ii) to the knowledge of the Company,
engages in any dealings or transactions with any such Person. The Company and its Subsidiaries are
in compliance, in all material respects, with the USA Patriot Act.



     (c) No part of the proceeds from the sale of the Notes hereunder will be used, directly or
indirectly, for any payments to any governmental official or employee, political party, official of
a political party, candidate for political office, or anyone else acting in an official capacity,
in order to obtain, retain or direct business or obtain any improper advantage, in violation of the
United States Foreign Corrupt Practices Act of 1977, as amended, assuming in all cases that such
Act applies to the Company.



     Section 5.17. Status under Certain Statutes. Neither the Company nor any Subsidiary
is subject to regulation under the Investment Company Act of 1940, as amended or the Public Utility
Holding Company Act of 2005, as amended.



-12-









 





     Section 5.18. Environmental Matters. (a) Neither the Company nor any Subsidiary has knowledge
of any claim or has received any notice of any claim, and no proceeding has been instituted raising
any claim against the Company or any of its Subsidiaries or any of their respective real properties
now or formerly owned, leased or operated by any of them, or other assets, alleging any damage to
the environment or violation of any Environmental Laws, except, in each case, such as is adequately
reserved for in the Company’s April 4, 2010 financial statements or that would not, individually or
in the aggregate, reasonably be expected to result in a Material Adverse Effect.



     (b) Neither the Company nor any Subsidiary has knowledge of any facts which would give rise to
any claim, public or private, of violation of Environmental Laws or damage to the environment
emanating from, occurring on or in any way related to real properties now or formerly owned, leased
or operated by any of them or to other assets or their use, except, in each case, such as is
adequately reserved for in the Company’s April 4, 2010 financial statements or that would not,
individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.



     (c) Neither the Company nor any Subsidiary has stored any Hazardous Materials on real
properties now or formerly owned, leased or operated by any of them in a manner contrary to any
Environmental Laws and (ii) has not disposed of any Hazardous Materials in a manner contrary to any
Environmental Laws, except in each such case for such storage and disposal that would not,
individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.



     Section 5.19. Notes Rank Pari Passu. Except as otherwise required by law, the obligations of
the Company under this Agreement and the Notes rank pari passu in right of payment with all other
senior unsecured Indebtedness (actual or contingent) of the Company, including, without limitation,
all senior unsecured Indebtedness of the Company described in Schedule 5.15 hereto.



Section 6. Representations of the Purchasers.




     Section 6.1. Purchase for Investment. Each Purchaser severally represents, as of the
Execution Date and as of the Closing, that it is purchasing the Notes for its own account or for
one or more separate accounts maintained by such Purchaser or for the account of one or more
pension or trust funds and not with a view to the distribution thereof, provided that the
disposition of such Purchaser’s or such pension or trust funds’ property shall at all times be
within such Purchaser’s or such pension or trust funds’ control. Each Purchaser understands that
the Notes have not been registered under the Securities Act and may be resold only if registered
pursuant to the provisions of the Securities Act or if an exemption from registration is available,
except under circumstances where neither such registration nor such an exemption is required by
law, and that the Company is not required to register the Notes, and that the Company has no
obligation to so register the Notes.



     Section 6.2. Accredited Investor. Each Purchaser represents, as of the Execution Date and as
of the Closing, that it is an “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or



-13-









 




(7) of Regulation D under the Securities Act acting for its own account (and not for the account of
others) or as a fiduciary or agent for others (which others are also “accredited investors”). Each
Purchaser further represents that such Purchaser has had the opportunity to ask questions of the
Company and received answers concerning the terms and conditions of the sale of the Notes.




     Section 6.3. Source of Funds. Each Purchaser severally represents, as of the Execution Date
and as of the Closing, that at least one of the following statements is an accurate representation
as to each source of funds (a “Source”) to be used by such Purchaser to pay the purchase price of
the Notes to be purchased by such Purchaser hereunder:




     (a) the Source is an “insurance company general account” (as the term is defined in the
United States Department of Labor’s Prohibited Transaction Exemption (“PTE”) 95-60) in
respect of which the reserves and liabilities (as defined by the annual statement for life
insurance companies approved by the National Association of Insurance Commissioners (the
“NAIC Annual Statement”)) for the general account contract(s) held by or on behalf of any
employee benefit plan together with the amount of the reserves and liabilities for the
general account contract(s) held by or on behalf of any other employee benefit plans
maintained by the same employer (or affiliate thereof as defined in PTE 95-60) or by the
same employee organization in the general account do not exceed 10% of the total reserves
and liabilities of the general account (exclusive of separate account liabilities) plus
surplus as set forth in the NAIC Annual Statement filed with such Purchaser’s state of
domicile; or




     (b) the Source is a separate account that is maintained solely in connection with such
Purchaser’s fixed contractual obligations under which the amounts payable, or credited, to
any employee benefit plan (or its related trust) that has any interest in such separate
account (or to any participant or beneficiary of such plan (including any
annuitant)) are not affected in any manner by the investment performance of the separate
account; or




     (c) the Source is either (i) an insurance company pooled separate account, within the
meaning of PTE 90-1 or (ii) a bank collective investment fund, within the meaning of the PTE
91-38 and, except as disclosed by such Purchaser to the Company in writing pursuant to this
clause (c), no employee benefit plan or group of plans maintained by the same employer or
employee organization beneficially owns more than 10% of all assets allocated to such pooled
separate account or collective investment fund; or




     (d) the Source constitutes assets of an “investment fund” (within the meaning of Part V
of PTE 84-14 (the “QPAM Exemption”)) managed by a “qualified professional asset manager” or
“QPAM” (within the meaning of Part V of the QPAM Exemption), no employee benefit plan’s
assets that are included in such investment fund, when combined with the assets of all other
employee benefit plans established or maintained by the same employer or by an affiliate
(within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the
same employee organization and managed by such QPAM, exceed 20% of the total client assets
managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are
satisfied, as of the last day of



-14-









 







its most recent calendar quarter, the QPAM does not own a
10% or more interest in the Company and no person controlling or controlled by the QPAM
(applying the definition of “control” in Section V(e) of the QPAM Exemption) owns a 20% or
more interest in the Company (or less than 20% but greater than 10%, if such person
exercises control over the management or policies of the Company by reason of its ownership
interest) and (i) the identity of such QPAM and (ii) the names of each employee benefit plan
having assets invested in such investment fund that equal or exceed 10% of the total of such
investment fund have been disclosed to the Company in writing pursuant to this clause (d);
or




     (e) the Source constitutes assets of a “plan(s)” (within the meaning of Section IV of
PTE 96-23 (the “INHAM Exemption”)) managed by an “in-house asset manager” or “INHAM” (within
the meaning of Part IV of the INHAM Exemption), the conditions of Part I(a), (g) and (h) of
the INHAM Exemption are satisfied, neither the INHAM nor a person controlling or controlled
by the INHAM (applying the definition of “control” in Section IV(d) of the INHAM Exemption)
owns a 5% or more interest in the Company and (i) the identity of such INHAM and (ii) the
name(s) of the employee benefit plan(s) whose assets constitute the Source have been
disclosed to the Company in writing pursuant to this clause (e); or




     (f) the Source is a governmental plan; or




     (g) the Source is one or more employee benefit plans, or a separate account or trust
fund comprised of one or more employee benefit plans, each of which has been identified to
the Company in writing pursuant to this clause (g); or




     (h) the Source does not include assets of any employee benefit plan, other than a plan
exempt from the coverage of ERISA.


As used in this Section 6.3, the terms “employee benefit plan,” “governmental plan,” and “separate
account” shall have the respective meanings assigned to such terms in section 3 of ERISA.




Section 7. Information as to Company.




     Section 7.1. Financial and Business Information. The Company shall deliver to each holder of
Notes that is an Institutional Investor (and prior to the Closing Date, to each Purchaser):




     (a) Quarterly Statements — within 60 days after the end of each quarterly fiscal
period in each fiscal year of the Company (other than the last quarterly fiscal period of
each such fiscal year),




     (i) a consolidated balance sheet of the Company and its Subsidiaries as at the
end of such quarter, and



-15-









 






     (ii) consolidated statements of income and cash flows of the Company and its
Subsidiaries, for such quarter and (in the case of the second and third quarters)
for the portion of the fiscal year ending with such quarter,




setting forth in each case in comparative form the figures for the corresponding periods in
the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP
applicable to quarterly financial statements generally, and certified by a Senior Financial
Officer as fairly presenting, in all material respects, the financial position of the
companies being reported on and their results of operations and cash flows, subject to
changes resulting from year-end adjustments, provided that filing with the SEC within the
time period specified above the Company’s Quarterly Report on Form 10-Q prepared in
compliance with the requirements therefor and filed with the SEC shall be deemed to satisfy
the requirements of this Section 7.1(a); provided, further, that the Company shall be deemed
to have made such delivery of such Form 10 Q if it shall (1) have timely made such Form 10 Q
available on “EDGAR” and under the investor relations tab on its home page on the worldwide
web (at the date of this Agreement located at: http//www.teledyne.com) and (2) the Company
shall have notified each holder (by telecopier or electronic mail) of the posting of such
Form 10 Q (such availability and notice thereof being referred to as “Electronic Delivery”);




     (b) Annual Statements — within 105 days after the end of each fiscal year of the
Company,




     (i) a consolidated balance sheet of the Company and its Subsidiaries, as at the
end of such year, and




     (ii) consolidated statements of income, changes in shareholders’ equity and
cash flows of the Company and its Subsidiaries, for such year,




setting forth in each case in comparative form the figures for the previous fiscal year, all
in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion
thereon of independent certified public accountants of recognized national standing, which
opinion shall state that such financial statements present fairly, in all material respects,
the financial position of the companies being reported upon and their results of operations
and cash flows and have been prepared in conformity with GAAP, and that the examination of
such accountants in connection with such financial statements has been made in accordance
with generally accepted auditing standards, and that such audit provides a reasonable basis
for such opinion in the circumstances, provided that filing with the SEC within the time
period specified above of the Company’s Annual Report on Form 10-K for such fiscal year
(together with the Company’s annual report to shareholders, if any, prepared pursuant to
Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor
shall be deemed to satisfy the requirements of this Section 7.1(b); provided, further, that
the Company shall be deemed to have made such delivery of such Form 10 K if it shall have
timely made Electronic Delivery thereof.



-16-









 






     (c) SEC and Other Reports — except for filings referred to in Section 7.1(a) and (b)
above, promptly upon their becoming available and, to the extent applicable, one copy of (i)
each financial statement, report, notice or proxy statement sent by the Company or any
Subsidiary to its principal lending banks as a whole (excluding information sent to such
banks in the ordinary course of administration of a bank facility, such as information
relating to pricing and borrowing availability) or, to the extent such information is
Material, to public securities holders generally, and (ii) each regular or periodic report,
each registration statement (without exhibits except as expressly requested by such holder),
and each prospectus and all amendments thereto filed by the Company or any Subsidiary with
the SEC and of all press releases and other statements made available generally by the
Company or any Subsidiary to the public concerning developments that are Material, provided
that the Company shall be deemed to have satisfied its delivery obligation under clause (ii)
hereof of such regular and periodic reports, registration statements, prospectuses and any
amendments if the Company shall have timely made Electronic Delivery thereof; provided
further, that in the event such information is not Material, the Company need not comply
with clause (2) of the definition of Electronic Delivery;




     (d) Notice of Default or Event of Default — promptly, and in any event within ten days
after a Responsible Officer becomes aware of the existence of any Default or Event of
Default or that any Person has given any notice or taken any action with respect to a
claimed default hereunder or that any Person has given any notice or taken any action with
respect to a claimed default of the type referred to in Section 11(g), a written notice
specifying the nature and period of existence thereof and what action the Company is taking
or proposes to take with respect thereto;




     (e) ERISA Matters — promptly, and in any event within five days after a Responsible
Officer becomes aware of any of the following, a written notice setting forth the nature
thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with
respect thereto:




     (i) with respect to any Plan, any reportable event, as defined in
Section 4043(c) of ERISA and the regulations thereunder, for which notice thereof
has not been waived pursuant to such regulations as in effect on the date hereof; or




     (ii) the taking by the PBGC of steps to institute, or the threatening by the
PBGC of the institution of, proceedings under Section 4042 of ERISA for the
termination of, or the appointment of a trustee to administer, any Plan, or the
receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan
that such action has been taken by the PBGC with respect to such Multiemployer Plan;
or




     (iii) any event, transaction or condition that could result in the incurrence
of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV of
ERISA or the penalty or excise tax provisions of the Code relating



-17-









 







to employee
benefit plans, or the imposition of any Lien on any of the rights, properties or
assets of the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or
such penalty or excise tax provisions, if such liability or Lien, taken together
with any other such liabilities or Liens then existing, would reasonably be expected
to have a Material Adverse Effect;




     (f) Notices from Governmental Authority — promptly, and in any event within 30 days of
receipt thereof, copies of any notice to the Company or any Subsidiary from any Federal or
state Governmental Authority relating to any order, ruling, statute or other law or
regulation that, individually or in the aggregate, would reasonably be expected to have a
Material Adverse Effect; and




     (g) Requested Information — with reasonable promptness, such other data and
information relating to the business, operations, affairs, financial condition, assets or
properties of the Company or any of its Subsidiaries or relating to the ability of the
Company to perform its obligations hereunder and under the Notes as from time to time may be
reasonably requested by any such holder of Notes or such information regarding the Company
required to satisfy the requirements of 17 C.F.R. §230.144A, as amended from time to time,
in connection with any contemplated transfer of the Notes.



     Section 7.2. Officer’s Certificate. Each set of financial statements delivered to a holder of
Notes pursuant to Section 7.1(a) or Section 7.1(b) shall be accompanied by a certificate of a
Senior Financial Officer setting forth (which, in the case of Electronic Delivery of any such
financial statements, shall be by separate concurrent delivery of such certificate to each holder
of Notes):




     (a) Covenant Compliance — the information (including detailed calculations and
reconciliations to GAAP if Agreement Accounting Principles differ from GAAP at the time such
compliance certificate is delivered) required in order to establish whether the Company was
in compliance with the requirements of Section 10.1 through Section 10.5 hereof, inclusive,
during the quarterly or annual period covered by the statements then being furnished
(including with respect to each such Section, where applicable, the
calculations of the maximum or minimum amount, ratio or percentage, as the case may be,
permissible under the terms of such Sections, and the calculation of the amount, ratio or
percentage then in existence) and, in the case of Section 10.1, whether and to what extent
and degree the Consolidated Leverage Ratio exceeded 3.25 to 1.00 at the end of the
applicable fiscal quarter to which such compliance certificate relates and, as applicable,
when the related Interest Rate Adjustment Period begins, the amount of interest payable on
the Notes constituting the Interest Rate Adjustment and the date on which such amount of
interest is payable or was paid; and




     (b) Event of Default — a statement that such Senior Financial Officer has reviewed the
relevant terms hereof and has made, or caused to be made, under his or her supervision, a
review of the transactions and conditions of the Company and its Subsidiaries from the
beginning of the quarterly or annual period covered by the statements then being furnished
to the date of the certificate and that such review shall



-18-









 







not have disclosed the existence
during such period of any condition or event that constitutes a Default or an Event of
Default or, if any such condition or event existed or exists (including, without limitation,
any such event or condition resulting from the failure of the Company or any Subsidiary to
comply with any Environmental Law), specifying the nature and period of existence thereof
and what action the Company shall have taken or proposes to take with respect thereto.



     Section 7.3. Visitation. The Company shall permit the representatives of each holder of Notes
that is an Institutional Investor:




     (a) No Default — if no Default or Event of Default then exists, at the expense of such
holder and upon reasonable prior notice to the Company, and in any case not more than once
in any fiscal year, to visit during normal business hours the principal executive office of
the Company, to discuss the affairs, finances and accounts of the Company and its
Subsidiaries with the Company’s officers, and (with the consent of the Company, which
consent will not be unreasonably withheld) its independent public accountants, and (with the
consent of the Company, which consent will not be unreasonably withheld, and not more than
once in any fiscal year) to visit during normal business hours the other offices and
properties of the Company and each Subsidiary, all at such reasonable times and as may be
reasonably requested in writing; and




     (b) Default — if a Default or Event of Default then exists, at the expense of the
Company, upon reasonable prior notice, to visit and inspect during normal business hours any
of the offices or properties of the Company or any Subsidiary, to examine all their
respective books of account, records, reports and other papers, to make copies and extracts
therefrom, and to discuss their respective affairs, finances and accounts with their
respective officers and independent public accountants (and by this provision the Company
authorizes said accountants to discuss the affairs, finances and accounts of the Company and
its Subsidiaries), all at such times and as often as may be requested.




     (c) Notwithstanding anything in Section 7.3, neither the Company nor any Subsidiary
shall be required to disclose (i) any agreement, technical information or any
other item which disclosure is prohibited by law, (ii) any agreement or technical
information that is subject to a confidentiality obligation binding upon the Company or such
Subsidiary (but provided further that the Company or such Subsidiary, as the case may be,
shall, at the request of the Purchaser, use commercially reasonable efforts to obtain
permission for such disclosure and, in the event permission cannot be obtained, furnish such
information regarding the matters to which such information relates as can reasonably be
furnished without violation of such confidentiality obligations) or (iii) any communications
protected by attorney-client privilege, the disclosure of which might waive such privilege.



Section 8. Payment of the Notes.




     Section 8.1. Maturity. (a) The entire unpaid principal amount of the Series A Notes shall
become due and payable on September 15, 2015.



-19-









 





     (b) The entire unpaid principal amount of the Series B Notes shall become due and payable on
September 15, 2017.



     (c) The entire unpaid principal amount of the Series C Notes shall become due and payable on
September 15, 2020.



     Section 8.2. Optional Prepayments with Make-Whole Amount. (a) Subject to the terms of Section
8.2(b), the Company may, at its option, upon notice as provided below, prepay at any time all, or
from time to time any part of, the Notes of any Series in an amount not less than 10% of the
aggregate principal amount of the Notes of such Series then outstanding in the case of a partial
prepayment (or such lesser amount as shall be required to effect a partial prepayment resulting
from an offer of prepayment pursuant to Section 10.5), at 100% of the principal amount so prepaid,
together with interest accrued thereon to the date of such prepayment, plus the Make-Whole Amount
determined for the prepayment date with respect to such principal amount. The Company will give
each holder of Notes of each applicable Series written notice of each optional prepayment under
this Section 8.2 not less than 30 days and not more than 60 days prior to the date fixed for such
prepayment. Each such notice shall specify such date (which shall be a Business Day), the
aggregate principal amount of the Notes of the applicable Series to be prepaid on such date, the
principal amount of each Note held by such holder to be prepaid (determined in accordance with
Section 8.3), and the interest to be paid on the prepayment date with respect to such principal
amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to
the estimated respective Make-Whole Amount due in connection with such prepayment (calculated as if
the date of such notice were the date of the prepayment), setting forth the details of such
computation. Two Business Days prior to such prepayment, the Company shall deliver to each holder
of Notes of the Series to be prepaid a certificate of a Senior Financial Officer specifying the
calculation of each such Make-Whole Amount as of the specified prepayment date.



     (b) Notwithstanding anything contained in Section 8.2(a) to the contrary, if and so long as
any Default or Event of Default exists, or any full or partial prepayment is made in contemplation
or avoidance of any Default or Event of Default, any full or partial prepayment of
the Notes pursuant to the provisions of this Section 8.2 may not be made by the Company by Series
but rather shall be made by the Company with respect to all of the Notes (without regard to Series)
and, with respect to a partial prepayment, shall be allocated among all of the Notes at the time
outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts
thereof (without regard to Series).



     Section 8.3. Allocation of Partial Prepayments. In the case of each partial prepayment of the
Notes of any Series pursuant to the provisions of Section 8.2, the principal amount of the Notes of
the Series to be prepaid shall be allocated among all of the Notes of such Series to be prepaid at
the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal
amounts thereof not theretofore called for prepayment. In the case of each partial prepayment made
pursuant to the provisions of Section 8.8, the principal amount of the Notes to be prepaid shall be
made to such holders who have accepted any offer of prepayment pursuant to the provisions of
Section 8.8, and such partial prepayment shall be allocated among the Notes of



-20-









 




such holders in
proportion, as nearly as practicable, to the respective unpaid principal amounts thereof of the
Notes of all holders who have accepted such offer of prepayment.




     Section 8.4. Maturity; Surrender, Etc. In the case of each prepayment of Notes pursuant to
this Section 8, the principal amount of each Note to be prepaid shall mature and become due and
payable on the date fixed for such prepayment (which shall be a Business Day), together with
interest on such principal amount accrued to such date and the applicable Make-Whole Amount, if
any. From and after such date, unless the Company shall fail to pay such principal amount when so
due and payable, together with the interest and Make-Whole Amount as aforesaid, interest on such
principal amount shall cease to accrue. Any Note paid or prepaid in full shall be surrendered to
the Company and cancelled and shall not be reissued, and no Note shall be issued in lieu of any
prepaid principal amount of any Note.



     Section 8.5. Purchase of Notes. The Company will not and will not permit any Affiliate to
purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes
of any Series except (a) upon the payment or prepayment of the Notes in accordance with the terms
of this Agreement and the Notes or (b) pursuant to a written offer to purchase any outstanding
Notes made by the Company or an Affiliate pro rata to the holders of the Notes of all Series upon
the same terms and conditions. The Company will promptly cancel all Notes acquired by it or any
Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of
this Agreement and no Notes may be issued in substitution or exchange for any such Notes.



     Section 8.6. Make-Whole Amount for the Notes. “Make-Whole Amount” means, with respect to any
Note, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled
Payments with respect to the Called Principal of such Note over the amount of such Called
Principal, provided that the Make-Whole Amount may in no event be less than zero. For the purposes
of determining the Make-Whole Amount, the following terms have the following meanings:



     “Called Principal” means, with respect to any Note, the principal of such Note that is to be
prepaid pursuant to Section 8.2 or has become or is declared to be immediately due and payable
pursuant to Section 12.1, as the context requires.



     “Discounted Value” means, with respect to the Called Principal of any Note, the amount
obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from
their respective scheduled due dates to the Settlement Date with respect to such Called Principal,
in accordance with accepted financial practice and at a discount factor (applied on the same
periodic basis as that on which interest on the Notes is payable) equal to the Reinvestment Yield
with respect to such Called Principal.



     “Reinvestment Yield” means, with respect to the Called Principal of any Note, 0.50% over the
yield to maturity implied by (i) the yields reported as of 10:00 a.m. (New York City time) on the
second Business Day preceding the Settlement Date with respect to such Called Principal, on the
display designated as “Page PX1” (or such other display as may replace Page PX1) on Bloomberg
Financial Markets for the most recently issued actively traded on the run



-21-









 







U.S. Treasury securities
having a maturity equal to the Remaining Average Life of such Called Principal as of such
Settlement Date, or (ii) if such yields are not reported as of such time or the yields
reported as of such time are not ascertainable (including by way of interpolation), the Treasury
Constant Maturity Series Yields reported, for the latest day for which such yields have been so
reported as of the second Business Day preceding the Settlement Date with respect to such Called
Principal, in Federal Reserve Statistical Release H.15 (or any comparable successor publication)
for U.S. Treasury securities having a constant maturity equal to the Remaining Average Life of such
Called Principal as of such Settlement Date.



     In the case of each determination under clause (i) or clause (ii), as the case may be, of the
preceding paragraph, such implied yield will be determined, if necessary, by (a) converting U.S.
Treasury bill quotations to bond equivalent yields in accordance with accepted financial practice
and (b) interpolating linearly between (1) the applicable U.S. Treasury security with the maturity
closest to and greater than such Remaining Average Life and (2) the applicable U.S. Treasury
security with the maturity closest to and less than such Remaining Average Life. The Reinvestment
Yield shall be rounded to the number of decimal places as appears in the interest rate of the
applicable Note.



     “Remaining Average Life” means, with respect to any Called Principal, the number of years
(calculated to the nearest one-twelfth year) obtained by dividing (i) such Called Principal into
(ii) the sum of the products obtained by multiplying (a) the principal component of each Remaining
Scheduled Payment with respect to such Called Principal by (b) the number of years (calculated to
the nearest one-twelfth year) that will elapse between the Settlement Date with respect to such
Called Principal and the scheduled due date of such Remaining Scheduled Payment.



     “Remaining Scheduled Payments” means, with respect to the Called Principal of any Note, all
payments of such Called Principal and interest thereon that would be due after the Settlement Date
with respect to such Called Principal if no payment of such Called Principal were made prior to its
scheduled due date, provided that if such Settlement Date is not a date on which
interest payments are due to be made under the terms of the Notes, then the amount of the next
succeeding scheduled interest payment will be reduced by the amount of interest accrued to such
Settlement Date and required to be paid on such Settlement Date pursuant to Section 8.2 or Section
12.1. For the avoidance of doubt, the Applicable Interest Rate then in effect shall be used in
connection with any computation of the Remaining Scheduled Payments.



     “Settlement Date” means, with respect to the Called Principal of any Note, the date on which
such Called Principal is to be prepaid pursuant to Section 8.2 or 8.8 or has become or is declared
to be immediately due and payable pursuant to Section 12.1, as the context requires.



-22-









 





     Section 8.7. Prepayment in Connection with a Change in Control.



     (a) Notice of Change in Control. The Company will, within 15 Business Days after any
Responsible Officer has knowledge of the occurrence of any Change in Control, give written notice
of such Change in Control to each holder of Notes. If a Change in Control has occurred, such
notice shall contain and constitute an offer to prepay Notes of each Series as described in
subparagraph (b) of this Section 8.7 and shall be accompanied by the certificate described in
subparagraph (e) of this Section 8.7.



     (b) Offer to Prepay Notes. The offer to prepay Notes contemplated by subparagraphs (a) and
(b) of this Section 8.7 shall be an offer to prepay, in accordance with and subject to this Section
8.7, all, but not less than all, the Notes held by each holder (in this case only, “holder” in
respect of any Note registered in the name of a nominee for a disclosed beneficial owner shall mean
such beneficial owner) on a date specified in such offer (the “Proposed Prepayment Date”). If such
Proposed Prepayment Date is in connection with an offer contemplated by subparagraph (a) of this
Section 8.7, such date shall be not less than 20 days and not more than 30 days after the date of
such offer (if the Proposed Prepayment Date shall not be specified in such offer, the Proposed
Prepayment Date shall be the 20th day after the date of such offer).



     (c) Rejection. A holder of Notes may accept or reject the offer to prepay made pursuant to
this Section 8.7 by causing a notice of such acceptance or rejection to be delivered to the Company
at least 5 Business Days prior to the Proposed Prepayment Date. A failure by a holder of Notes to
respond to an offer to prepay made pursuant to this Section 8.7 shall be deemed to constitute a
rejection of such offer by such holder.



     (d) Prepayment. Prepayment of the Notes to be prepaid pursuant to this Section 8.7 shall be
at 100% of the principal amount of such Notes, together with interest on such Notes accrued to the
date of prepayment but without any Make-Whole Amount or premium. The prepayment shall be made on
the Proposed Prepayment Date except as provided in subparagraph (f) of this Section 8.7.



     (e) Officer’s Certificate. Each offer to prepay the Notes pursuant to this Section 8.7 shall
be accompanied by a certificate, executed by a Senior Financial Officer of the Company and dated
the date of such offer, specifying: (i) the Proposed Prepayment Date; (ii) that such offer is made
pursuant to this Section 8.7; (iii) that the entire principal amount of each Note is offered to
be prepaid; (iv) the interest that would be due on each Note is offered to be prepaid, accrued to
the Proposed Prepayment Date; (v) that the conditions of this Section 8.7 have been fulfilled; and
(vi) in reasonable detail, the nature and date or proposed date of the Change in Control.



     (f) “Change in Control” Defined. “Change in Control” means the occurrence of the following
event or circumstance:




if any Person or Persons acting in concert, together with Affiliates
thereof, shall become in the aggregate, directly or indirectly, the
“beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the



-23-









 







Exchange Act) of more than 50% (by number of shares) of the issued
and outstanding Voting Stock of the Company.



     Section 8.8. Prepayment in Connection with Asset Sales. If the Company is required, in
accordance with Section 10.5, to offer to prepay the Notes of all Series using the proceeds of a
sale of a substantial part of the assets of the Company and its Subsidiaries, the Company will give
written notice thereof to each holder of a Note, which notice shall describe such sale in
reasonable detail and (a) refer specifically to this Section 8.8, (b) specify the pro rata portion
of each Note being so offered to be so prepaid (determined based on the unpaid principal amount of
each Note in proportion to the aggregate unpaid principal of all Notes at the time outstanding),
(c) specify a date not less than 30 days and not more than 60 days after the date of such notice
(the “Asset Sale Prepayment Date”) and specify the Asset Sale Response Date (as defined below) and
(d) offer to prepay on the Asset Sale Prepayment Date such pro rata portion of each Note, together
with interest accrued thereon to the Asset Sale Prepayment Date. Each holder of a Note shall
notify the Company of such holder’s acceptance or rejection of such offer by giving written notice
thereof to the Company on a date at least 10 days prior to the Asset Sale Prepayment Date (such
date 10 days prior to the Asset Sale Prepayment Date being the “Asset Sale Response Date”), and the
Company shall prepay on the Asset Sale Prepayment Date such pro rata portion of each Note held by
the holders who have accepted such offer in accordance with this Section 8.8 at a price in respect
of each Note held by such holder equal to 100% of the principal amount of such pro rata portion,
together with interest accrued thereon to the Asset Sale Prepayment Date but without any Make-Whole
Amount or premium; provided, however, that the failure by a holder of any Note to respond to such
offer in writing on or before the Asset Sale Response Date shall be deemed to be a rejection of
such offer.



Section 9. Affirmative Covenants.




     The Company covenants that so long as any of the Notes are outstanding:



     Section 9.1. Compliance with Law. Without limiting Section 10.8, the Company will, and will
cause each of its Subsidiaries to, comply with all laws, ordinances or governmental rules or
regulations to which each of them is subject, including, without limitation, ERISA, the USA Patriot
Act and Environmental Laws, and will obtain and maintain in effect all licenses, certificates,
permits, franchises and other governmental authorizations necessary to the ownership of their
respective properties or to the conduct of their respective businesses, in each case to the extent
necessary to ensure that non-
compliance with such laws, ordinances or governmental rules or regulations or failures to obtain or
maintain in effect such licenses, certificates, permits, franchises and other governmental
authorizations would not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect.



     Section 9.2. Insurance. The Company will, and will cause each of its Subsidiaries to,
maintain, with financially sound and reputable insurers, insurance with respect to their respective
properties and businesses against such casualties and contingencies, of such types, on such terms
as are customary and in such amounts as are no less than customary, and including deductibles,
co-insurance and self-insurance as are customary, in each instance, in the case of entities of
established reputations engaged in the same or a similar business and similarly situated.



-24-









 





     Section 9.3. Maintenance of Properties. The Company will, and will cause each of its
Subsidiaries to, maintain and keep, or cause to be maintained and kept, their respective properties
in good repair, working order and condition (other than ordinary wear and tear), so that the
business carried on in connection therewith may be properly conducted in all material respects,
provided that this Section shall not prevent the Company or any Subsidiary from discontinuing the
operation and the maintenance of any of its properties if such discontinuance is desirable in the
conduct of its business and the Company has concluded that such discontinuance would not,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.



     Section 9.4. Payment of Taxes and Claims. The Company will, and will cause each of its
Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and
discharge all taxes shown to be due and payable on such returns and all other taxes, assessments,
governmental charges, or levies imposed on them or any of their properties, assets, income or
franchises, to the extent the same have become due and payable and before they have become
delinquent and all claims for which sums have become due and payable that have or might become a
Lien on properties or assets of the Company or any Subsidiary not permitted by Section 10.4,
provided that neither the Company nor any Subsidiary need pay any such tax, assessment, charge,
levy, or claim if (i) the amount, applicability or validity thereof is contested by the Company or
such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company or
a Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the
Company or such Subsidiary or (ii) the nonpayment of all such taxes, assessments, charges, levies
and claims in the aggregate would not reasonably be expected to have a Material Adverse Effect.



     Section 9.5. Corporate Existence, Etc. Subject to Section 10.6, the Company will at all times
preserve and keep in full force and effect its corporate existence. Subject to Sections 10.5 and
10.6, the Company will at all times preserve and keep in full force and effect the corporate
existence of each of its Subsidiaries (unless merged into the Company or a Wholly Owned Subsidiary)
and all rights and franchises of the Company and its Subsidiaries unless, in the good faith
judgment of the Company, the termination of or failure to preserve and keep in full force and
effect such corporate existence, right or franchise would not, individually or in the aggregate,
have a Material Adverse Effect.



     Section 9.6. Notes to Rank Pari Passu. The Notes and all other obligations under this
Agreement of the Company are and at all times shall remain direct and unsecured obligations of the
Company (except to the extent such obligation becomes secured pursuant to the ratable Lien
provision of Section 10.4) ranking (a) pari passu as against the assets of the Company with all
other Notes from time to time issued and outstanding hereunder without any preference among
themselves and (b) pari passu with all Indebtedness outstanding under the Bank Credit Agreement and
all other present and future unsecured Indebtedness (actual or contingent) of the Company which is
not expressed to be subordinate or junior in rank to any other unsecured Indebtedness of the
Company.



     Section 9.7. Additional Subsidiary Guarantors. The Company will cause any Subsidiary which is
required by the terms of the Bank Credit Agreement to become a party to, or



-25-









 




otherwise guarantee,
Indebtedness in respect of the Bank Credit Agreement, to enter into the Subsidiary Guaranty and
deliver to each of the holders of the Notes (substantially concurrently with the incurrence of any
such obligation pursuant to the Bank Credit Agreement) the following items:





     (a) a joinder agreement in respect of the Subsidiary Guaranty substantially in the form
of Exhibit A to the Subsidiary Guaranty;




     (b) a certificate signed by an authorized Responsible Officer of the Company making
representations and warranties to the effect of those contained in the Subsidiary Guaranty,
with respect to such Subsidiary and the Subsidiary Guaranty, as applicable; and




     (c) an opinion of counsel (who may be in-house counsel for the Company) addressed to
each of the holders of the Notes satisfactory to the Required Holders, to the effect that
the Subsidiary Guaranty by such Person has been duly authorized, executed and delivered and
that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement
of such Person and enforceable in accordance with its terms, except as an enforcement of
such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws
affecting the enforcement of creditors’ rights generally and by general equitable
principles.



     Section 9.8. Books and Records. The Company will maintain proper books of record and account
in all material respects in conformity with GAAP. The Company will, and will cause each of its
Subsidiaries to, maintain their books of record and account in material conformity with all
applicable requirements of any Governmental Authority having legal or regulatory jurisdiction over
the Company or such Subsidiary, as the case may be.



Section 10. Negative Covenants.




     The Company covenants that so long as any of the Notes are outstanding:



     Section 10.1. Consolidated Leverage Ratio. The Company will not at any time permit the
Consolidated Leverage
Ratio as of the end of any fiscal quarter of the Company to be greater than 3.25 to 1.00; provided,
however, that if an Acquisition Event shall have occurred during such fiscal quarter, the Company
shall have the right, subject to compliance with the following sentence, to permit the Consolidated
Leverage Ratio to exceed 3.25 to 1.00, so long as (a) it does not exceed 3.50 to 1.00 (the
“Elevated Ratio”) and (b) it does not exceed 3.25 to 1.00 for more than four (4) consecutive fiscal
quarters. If the Company should desire to apply the Elevated Ratio at the end of a particular
fiscal quarter as contemplated by the preceding proviso, the Company must (A) pay to each holder of
a Note, as additional interest, the Interest Rate Adjustment for such Interest Rate Adjustment
Period on the unpaid principal balance of such Note on the earlier to occur of (1) the 15th day of
September and March next succeeding the Company’s election to apply the Elevated Ratio or (2) the
date the Notes have become due and payable as a result of their maturity or acceleration and (B)
deliver to the holders of the Notes a written notice from a Senior Financial Officer of the Company
(1) complying with Section 7.2(a)



-26-









 




hereof, (2) stating that the Company is applying the Elevated
Ratio for such fiscal quarter and (3) certifying that there has been an Acquisition Event during
such fiscal quarter.




     Section 10.2. Consolidated Interest Coverage Ratio. The Company will not permit the
Consolidated Interest Coverage Ratio as of the end of any fiscal quarter of the Company to be less
than 3.00 to 1.00.



     Section 10.3. Priority Indebtedness. The Company will not, and will not permit any Subsidiary
to, incur any Priority Indebtedness at any time unless at the time of the incurrence thereof and
after giving effect thereto, the aggregate amount of all Priority Indebtedness would not exceed 20%
of Consolidated Net Worth, determined as of the end of the then most recently ended fiscal quarter
of the Company.



     Section 10.4. Limitation on Liens. The Company will not, and will not permit any of its
Subsidiaries to, directly or indirectly create, incur, assume or permit to exist (upon the
happening of a contingency or otherwise) any Lien on or with respect to any property or asset
(including, without limitation, any document or instrument in respect of goods or accounts
receivable) of the Company or any such Subsidiary, whether now owned or held or hereafter acquired,
or any income or profits therefrom, or assign or otherwise convey any right to receive income or
profits (unless it makes, or causes to be made, effective provision whereby the Notes will be
equally and ratably secured with any and all other obligations thereby secured, such security to be
pursuant to an agreement reasonably satisfactory to the Required Holders (it being understood and
agreed by all present parties hereto and subsequent holders of the Notes that the Required Holders
are hereby authorized to execute and deliver any intercreditor, collateral agency or similar
agreements and security documents in connection with the grant of a ratable Lien to secure the
Notes in form and substance satisfactory to the Required Holders and that execution thereof by the
Required Holders will bind all holders from time to time of the Notes) and, in any such case, the
Notes shall have the benefit, to the fullest extent that, and with such priority as, the holders of
the Notes may be entitled under applicable law, of an equitable Lien on such property), except:




     (a) Liens existing on the Execution Date and reflected on Schedule 10.4 hereof;




     (b) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental
charges or levies not yet due or which are being contested in good faith and by appropriate
proceedings diligently conducted, if adequate reserves with respect thereto are maintained
on the books of the applicable Person in accordance with GAAP;




     (c) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics,
materialmen and suppliers and other Liens imposed by law or pursuant to customary
reservations or retentions of title arising in the ordinary course of business, provided
that such Liens secure only amounts not yet due and payable or, if due and payable, are
unfiled and no other action has been taken to enforce the same or are being contested in
good faith by appropriate proceedings for which adequate reserves determined in accordance
with GAAP have been established;



-27-









 






     (d) pledges or deposits in the ordinary course of business in connection with workers’
compensation, unemployment insurance and other social security legislation, other than any
Lien imposed by ERISA;




     (e) deposits and other customary Liens to secure the performance of bids, trade
contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other
than bonds related to judgments or litigation), performance bonds and other obligations of a
like nature incurred in the ordinary course of business;




     (f) easements, rights-of-way, restrictions and other similar encumbrances affecting
real property which, in the aggregate, are not substantial in amount, and which do not in
any case materially detract from the value of the property subject thereto or materially
interfere with the ordinary conduct of the business of the applicable Person;




     (g) Liens securing judgments for the payment of money not constituting an Event of
Default hereunder or securing appeal or other surety bonds related to such judgments;




     (h) leases or subleases granted to others not interfering in any material respect with
the business of the Company or any of its Subsidiaries;




     (i) normal and customary rights of setoff (a) upon deposits of cash in favor of banks
or other depository institutions or (b) contained in trade contracts entered into in the
ordinary course of business;




     (j) Liens of a collection bank arising under Section 4-210 of the UCC on items in the
course of collection;




     (k) Liens of sellers of goods to the Company and any of its Subsidiaries arising under
Article 2 of the UCC or similar provisions of applicable law in the ordinary course of
business, covering only the goods sold and securing only the unpaid purchase price for such
goods and related expenses;




     (l) Liens granted in favor of any Governmental Authority created pursuant to cost-type
contracts, progress-billing contracts or advance-pay contracts with such Governmental
Authority to which the Company or any of its Subsidiaries is a party in the materials and
products of the Company and its Subsidiaries subject to such contracts or, in the case of
advance-pay contracts only, any advance payments made thereunder to the Company and its
Subsidiaries by such Governmental Authority;




     (m) Liens securing Indebtedness of a Subsidiary to the Company or to a Subsidiary;




     (n) Liens incurred after the Execution Date given to secure the payment of the purchase
price incurred in connection with the acquisition, construction or improvement of property
(other than accounts receivable or inventory) useful and intended to be used



-28-









 







in carrying on
the business of the Company or a Subsidiary, including Liens existing on such property at
the time of acquisition or construction thereof or Liens incurred within 365 days of such
acquisition or completion of such construction or improvement, provided that (i) the Lien
shall attach solely to the property acquired, purchased, constructed or improved and the
proceeds thereof and, if required by the terms of the instrument originally creating such
Lien, other property (or improvement thereon) which is an improvement to or is acquired for
specific use in connection with such acquired or constructed property (or improvement
thereon); (ii) at the time of acquisition, construction or improvement of such property (or,
in the case of any Lien incurred within three hundred sixty-five (365) days of such
acquisition or completion of such construction or improvement, at the time of the incurrence
of the Indebtedness secured by such Lien), the aggregate amount remaining unpaid on all
Indebtedness secured by Liens on such property, whether or not assumed by the Company or a
Subsidiary, shall not exceed the lesser of (y) the cost of such acquisition, construction or
improvement or (z) the Fair Market Value of such property (as determined in good faith by
one or more officers of the Company or Subsidiary to whom authority to enter into the
transaction has been delegated by the board of directors of the Company or the Subsidiary);
and (iii) at the time of such incurrence and after giving effect thereto, no Default or
Event of Default would exist;




     (o) any Lien existing on property of a Person immediately prior to its being
consolidated with or merged into the Company or a Subsidiary or its becoming a Subsidiary,
or any Lien existing on any property acquired by the Company or any Subsidiary at the time
such property is so acquired (whether or not the Indebtedness secured thereby shall have
been assumed), provided that (i) no such Lien shall have been created or assumed in
contemplation of such consolidation or merger or such Person’s becoming a Subsidiary or such
acquisition of property, (ii) each such Lien shall extend solely to the item or items of
property or assets of the Person so acquired and, if required by the terms of the instrument
originally creating such Lien, other property which is an improvement to or is acquired for
specific use in connection with such acquired property, and (iii) at the time of such
incurrence and after giving effect thereto, no Default or Event of Default would exist;




     (p) any extensions, renewals or replacements of any Lien permitted by the preceding
subparagraphs (a), (m), (n) and (o) of this Section 10.4, provided that (i) no additional
property shall be encumbered by such Liens, (ii) the unpaid principal amount of the
Indebtedness or other obligations secured thereby shall not be increased on or after the
date of any extension, renewal or replacement, and (iii) at such time and immediately after
giving effect thereto, no Default or Event of Default shall have occurred and be continuing;




     (q) licenses or sublicenses granted to third parties so long as such licenses or
sublicenses would not, individually or in the aggregate, have a Material Adverse Effect or
otherwise interfere in any material respect with the business of the Company or any of its
Subsidiaries;



-29-









 






     (r) Liens on insurance proceeds and deposits arising in the ordinary course of business
in connection with the financing of insurance premiums and so long as such Liens would not,
individually or in the aggregate, have a Material Adverse Effect;




     (s) Liens in favor of a securities intermediary granted in the ordinary course of
business on securities in a securities account;




     (t) Liens attaching solely to cash earnest money deposits in connection with any letter
of intent or purchase agreement in connection with any Acquisition permitted hereby and so
long as such Liens would not, individually or in the aggregate, have a Material Adverse
Effect; and




     (u) Liens securing Indebtedness of the Company or any Subsidiary, provided that the
incurrence of any such Indebtedness shall be permitted by Section 10.3, and, provided
further that, no such Liens may secure any obligations under the Bank Credit Agreement
unless effective provision is made whereby the Notes will be equally and ratably secured
with any and all other obligations thereby secured as described above and in form and
substance reasonably satisfactory to the Required Holders.



     Section 10.5. Sales of Assets. The Company will not, and will not permit any Subsidiary to,
sell, lease or otherwise dispose of any substantial part (as defined below) of the assets of the
Company and its Subsidiaries; provided, however, that the Company or any Subsidiary may sell, lease
or otherwise dispose of (a) assets or Capital Stock of Teledyne Continental Motors, Inc. and/or
Teledyne Mattituck Services, Inc., including without limitation, any intellectual property owned by
the Company or any other Subsidiary necessary for the use and operation of the assets of Teledyne
Continental Motors, Inc. and/or Teledyne Mattituck Services, Inc. (the “TCM IP”), substantially for
cash consideration (subject, in each case, to such Subsidiary not having acquired any Material
assets from the Company or any other Subsidiary subsequent to January 3, 2010 other than the TCM
IP) and (b) assets constituting a substantial part of the assets of the Company and its
Subsidiaries if such assets are sold in an arms length transaction and, at such time and
immediately after giving effect thereto, no Default or Event of Default would exist (it being
agreed that, for purposes of determining compliance with Sections 10.1 and 10.2, such transaction
shall be treated on a pro
forma basis for the relevant period as having been consummated as of the last day of the most
recent fiscal quarter for which financial statements have been delivered and, for purposes of
determining compliance with Section 10.3, that all Priority Debt will be deemed to have been
incurred as of the last day of the most recent fiscal quarter for which financial statements have
been delivered) and an amount equal to the net proceeds received from such sale, lease or other
disposition (but in the case of clause (b) above, only with respect to that portion of such assets
that exceeds the definition of “substantial part” set forth below) shall be used within 365 days of
such sale, lease or disposition, in any combination:




     (1) to acquire productive assets used or useful in carrying on the business of the
Company and its Subsidiaries and having a value at least equal to the value of such assets
sold, leased or otherwise disposed of; and/or



-30-









 






     (2) to prepay or retire Senior Indebtedness of the Company and/or its Subsidiaries,
provided that, the Company shall, in accordance with Section 8.8, offer to prepay each
outstanding Note in a principal amount which equals the Ratable Portion for such Note.



     As used in this Section 10.5, a sale, lease or other disposition of assets shall be deemed to
be a “substantial part” of the assets of the Company and its Subsidiaries, taken as a whole, if the
book value of such assets, when added to the book value of all other assets sold, leased or
otherwise disposed of by the Company and its Subsidiaries, taken as a whole, during the period of
12 consecutive months ending on the date of such sale, lease or other disposition, exceeds 15% of
the book value of Consolidated Total Assets, determined as of the end of the fiscal quarter
immediately preceding such sale, lease or other disposition; provided that there shall be excluded
from any determination of a “substantial part” any (i) sale or disposition of assets in the
ordinary course of business of the Company and its Subsidiaries, (ii) any transfer of assets from
the Company to any Subsidiary or from any Subsidiary to the Company or a Subsidiary and (iii) any
sale or transfer of property acquired by the Company or any Subsidiary after the date of this
Agreement to any Person within 365 days following the acquisition or construction of such property
by the Company or any Subsidiary if the Company or a Subsidiary shall concurrently with such sale
or transfer, lease such property, as lessee.



     Section 10.6. Merger and Consolidation. The Company will not, and will not permit any
Subsidiary Guarantor or any of its Material Subsidiaries to, consolidate with or merge with any
other Person or convey, transfer or lease substantially all of its assets in a single transaction
or series of transactions to any Person; provided that:




     (1) any Subsidiary Guarantor or Material Subsidiary of the Company may (x) consolidate
with or merge with, or convey, transfer or lease substantially all of its assets in a single
transaction or series of transactions to, (i) the Company or a Subsidiary so long as in any
merger or consolidation involving the Company, the Company shall be the surviving or
continuing corporation or (ii) any other Person so long as the survivor is a Subsidiary
after giving effect to such transaction, or (y) convey, transfer or lease all of its assets
in compliance with the provisions of Section 10.5; and




     (2) the foregoing restriction does not apply to the consolidation or merger of the
Company with, or the conveyance, transfer or lease of substantially all of the assets of the
Company in a single transaction or series of transactions to, any Person so long as:




     (a) the successor formed by such consolidation or the survivor of such merger
or the Person that acquires by conveyance, transfer or lease substantially all of
the assets of the Company as an entirety, as the case may be (the “Successor
Corporation”), shall be a solvent entity organized and existing under the laws of
the United States of America, any State thereof or the District of Columbia;




     (b) if the Company is not the Successor Corporation, such Successor Corporation
shall have executed and delivered to each holder of Notes its assumption of the due
and punctual performance and observance of each covenant



-31-









 







and condition of this
Agreement and the Notes (pursuant to such agreements and instruments as shall be
reasonably satisfactory to the Required Holders), and the Successor Corporation
shall have caused to be delivered to each holder of Notes (A) an opinion of
nationally recognized independent counsel (or such other counsel as may be
reasonably acceptable to the Required Holders), to the effect that all agreements or
instruments effecting such assumption are enforceable in accordance with their terms
and (B) an acknowledgment from each Subsidiary Guarantor that the Subsidiary
Guaranty continues in full force and effect; and




     (c) immediately after giving effect to such transaction no Default or Event of
Default would exist (it being agreed that, for purposes of determining compliance
with Sections 10.1 and 10.2, such transaction shall be treated on a pro forma basis
for the relevant period as having been consummated as of the last day of the most
recent fiscal quarter for which financial statements have been delivered and, for
purposes of determining compliance with Section 10.3, that all Priority Debt will be
deemed to have been incurred as of the last day of the most recent fiscal quarter
for which financial statements have been delivered).



     Section 10.7. Transactions with Affiliates. The Company will not and will not permit any
Subsidiary to enter into directly or indirectly any Material transaction or Material group of
related transactions (including without limitation the purchase, lease, sale or exchange of
properties of any kind or the rendering of any service) with any Affiliate (other than the Company
or another Subsidiary), except in the ordinary course and upon fair and reasonable terms that are
not materially less favorable to the Company or such Subsidiary, taken as a whole, than would be
obtainable in a comparable arm’s-length transaction with a Person not an Affiliate.



     Section 10.8. Terrorism Sanctions Regulations. The Company will not and will not permit any
Subsidiary to (a) become a Person described or designated in the Specially Designated Nationals and
Blocked Persons List of the Office of Foreign Assets Control or in Section 1 of the Anti-Terrorism
Order or (b) except to the extent permitted by applicable law, knowingly engage in any dealings or
transactions with any such Person.



Section 11. Events of Default.




     An “Event of Default” shall exist if any of the following conditions or events shall occur and
be continuing:




     (a) the Company defaults in the payment of any principal or Make-Whole Amount, if any,
on any Note when the same becomes due and payable, whether at maturity or at a date fixed
for prepayment or by declaration or otherwise; or




     (b) the Company defaults in the payment of any interest on any Note for more than five
Business Days after the same becomes due and payable; or



-32-









 






     (c) the Company defaults in the performance of or compliance with any term contained in
Section 7.1(d) or Section 10; or




     (d) the Company or any Subsidiary Guarantor defaults in the performance of or
compliance with any term contained herein or in the Subsidiary Guaranty (other than those
referred to in paragraphs (a), (b) and (c) of this Section 11) and such default is not
remedied within 30 days after the earlier of (i) a Responsible Officer obtaining actual
knowledge of such default or (ii) the Company receiving written notice of such default from
any holder of a Note (any such written notice to be identified as a “notice of default” and
to refer specifically to this Section 11(d)); or




     (e) any Subsidiary Guaranty ceases to be a legally valid, binding and enforceable
obligation or contract of a Subsidiary Guarantor (other than upon a release of any
Subsidiary Guarantor from a Subsidiary Guaranty in accordance with the terms of Section
2.2(b) hereof or upon the consolidation, merger or transfer of assets of such Subsidiary
Guarantor in a transaction permitted by Section 10.5 or 10.6 hereof but subject to the terms
of Section 2.2(b) hereof), or any Subsidiary Guarantor or any party by, through or on
account of any such Person, challenges the validity, binding nature or enforceability of any
such Subsidiary Guaranty; or




     (f) any representation or warranty made in writing by or on behalf of the Company or
Subsidiary Guarantor in this Agreement or any Subsidiary Guaranty or by any officer of the
Company or any Subsidiary Guarantor in any writing furnished in connection with the
transactions contemplated hereby or by any Subsidiary Guaranty proves to have been false or
incorrect in any material respect on the date as of which made; or




     (g) (i) the Company or any Subsidiary is in default (as principal or as guarantor or
other surety) in the payment of any principal of or premium or make-whole amount or interest
on any Indebtedness that is outstanding in an aggregate principal amount of at least
$50,000,000 beyond any period of grace provided with respect thereto, or (ii) the Company or
any Subsidiary is in default in the performance of or compliance with any term of any
evidence of any Indebtedness in an aggregate outstanding principal amount of at least
$50,000,000 or of any mortgage, indenture or other agreement relating thereto or any other
condition exists, and as a consequence of such default or condition such
Indebtedness has become, or has, after the giving of required notice, been declared, due and
payable before its stated maturity or before its regularly scheduled dates of payment, or
(iii) as a consequence of the occurrence or continuation of any event or condition (other
than the passage of time or the right of the holder of Indebtedness to convert such
Indebtedness into equity interests), the Company or any Subsidiary has become obligated to
purchase or repay Indebtedness before its regular maturity or before its regularly scheduled
dates of payment in an aggregate outstanding principal amount of at least $50,000,000; or




     (h) the Company, any Material Subsidiary or any Subsidiary Guarantor (i) is generally
not paying, or admits in writing its inability to pay, its debts as they become



-33-









 







due, (ii)
files, or consents by answer or otherwise to the filing against it of, a petition for relief
or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to
take advantage of any bankruptcy, insolvency, reorganization, moratorium or other similar
law of any jurisdiction, (iii) makes an assignment for the benefit of its creditors, (iv)
consents to the appointment of a custodian, receiver, trustee or other officer with similar
powers with respect to it or with respect to any substantial part of its property, (v) is
adjudicated as insolvent or to be liquidated, or (vi) takes corporate action for the purpose
of any of the foregoing; or




     (i) a court or Governmental Authority of competent jurisdiction enters an order
appointing, without consent by the Company, any of its Material Subsidiaries or any of the
Subsidiary Guarantors, a custodian, receiver, trustee or other officer with similar powers
with respect to it or with respect to any substantial part of its property, or constituting
an order for relief or approving a petition for relief or reorganization or any other
petition in bankruptcy or for liquidation or to take advantage of any bankruptcy or
insolvency law of any jurisdiction, or ordering the dissolution, winding-up or liquidation
of the Company, any of its Material Subsidiaries or any of the Subsidiary Guarantors, or any
such petition shall be filed against the Company, any of its Material Subsidiaries or any of
the Subsidiary Guarantors and such petition shall not be dismissed within 60 days; or




     (j) a final judgment or judgments at any one time outstanding for the payment of money
(a) aggregating in excess of $50,000,000, net of amounts covered by insurance, are rendered
against one or more of the Company, its Material Subsidiaries or any Subsidiary Guarantor or
(b) aggregating in excess of $50,000,000, net of amounts covered by insurance, are rendered
against one or more Subsidiaries which are not Material Subsidiaries or Subsidiary
Guarantors and such judgments would, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect, which judgments, in either case, are not, within
60 days after entry thereof, bonded, discharged or stayed pending appeal, or are not
discharged within 60 days after the expiration of such stay; or




     (k) if (i) any Plan shall fail to satisfy the minimum funding standards of ERISA or the
Code for any plan year or part thereof or a waiver of such standards or extension of any
amortization period is sought or granted under Section 412 of the Code, (ii) a notice of
intent to terminate any Plan shall have been or is reasonably expected to be filed with the
PBGC or the PBGC shall have instituted proceedings under Section 4042 of ERISA to
terminate or appoint a trustee to administer any Plan or the PBGC shall have notified the
Company or any ERISA Affiliate that a Plan may become a subject of any such proceedings,
(iii) the aggregate “amount of unfunded benefit liabilities” (within the meaning of Section
4001(a)(18) of ERISA) under all Plans, determined in accordance with Title IV of ERISA,
shall exceed $150,000,000, (iv) the Company or any ERISA Affiliate shall have incurred or is
reasonably expected to incur any liability pursuant to Title I or IV of ERISA or the penalty
or excise tax provisions of the Code relating to employee benefit plans, or (v) the Company
or any ERISA Affiliate withdraws from any Multiemployer Plan; provided that any such event
or events



-34-









 







described in clauses (i) through (v) above, either individually or together with
any other such event or events, would reasonably be expected to have a Material Adverse
Effect.


As used in Section 11(k), the term “employee benefit plan” shall have the meaning assigned to such
term in Section 3 of ERISA.




Section 12. Remedies on Default, Etc.




     Section 12.1. Acceleration. (a) If an Event of Default with respect to the Company described
in Section 11(h) or (i) (other than an Event of Default described in clause (i) of Section 11(h) or
described in clause (vi) of Section 11(h) by virtue of the fact that such clause encompasses clause
(i) of Section 11(h)) has occurred, all the Notes of every Series then outstanding shall
automatically become immediately due and payable.



     (b) If any other Event of Default has occurred and is continuing, any holder or holders of
more than 50% in aggregate principal amount of the Notes at the time outstanding may at any time at
its or their option, by notice or notices to the Company, declare all the Notes then outstanding to
be immediately due and payable.



     (c) If any Event of Default described in Section 11(a) or (b) has occurred and is continuing
with respect to any Notes, any holder or holders of Notes at the time outstanding affected by such
Event of Default may at any time, at its or their option, by notice or notices to the Company,
declare all the Notes held by such holder or holders to be immediately due and payable.



     Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by
declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes,
plus (i) all accrued and unpaid interest thereon (including, but not limited to, interest accrued
thereon at the Default Rate) and (ii) the Make-Whole Amount determined in respect of such principal
amount (to the full extent permitted by applicable law), shall all be immediately due and payable,
in each and every case without presentment, demand, protest or further notice, all of which are
hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note
has the right to maintain its investment in the Notes free from repayment by the Company (except as
herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the
Company in the event that the Notes are prepaid or are accelerated
as a result of an Event of Default, is intended to provide compensation for the deprivation of
such right under such circumstances.



     Section 12.2. Other Remedies. If any Default or Event of Default has occurred and is
continuing, and irrespective of whether any Notes have become or have been declared immediately due
and payable under Section 12.1, the holder of any Note at the time outstanding may proceed to
protect and enforce the rights of such holder by an action at law, suit in equity or other
appropriate proceeding, whether for the specific performance of any agreement contained herein or
in any Note, or for an injunction against a violation of any of the terms hereof or thereof, or in
aid of the exercise of any power granted hereby or thereby or by law or otherwise.



-35-









 





     Section 12.3. Rescission. At any time after the Notes have been declared due and payable
pursuant to Section 12.1(b) or (c), the holders of not less than 51% in aggregate principal amount
of the Notes then outstanding, by written notice to the Company, may rescind and annul any such
declaration and its consequences if (a) the Company has paid all overdue interest on the Notes, all
principal of and Make-Whole Amount on any Notes that are due and payable and are unpaid other than
by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if
any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes,
at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which
have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other
than non-payment of amounts that have become due solely by reason of such declaration, have been
cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered
for the payment of any monies due pursuant hereto or to any Notes. No rescission and annulment
under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or
impair any right consequent thereon.



     Section 12.4. No Waivers or Election of Remedies, Expenses, Etc. No course of dealing and no
delay on the part of any holder of any Note in exercising any right, power or remedy shall operate
as a waiver thereof or otherwise prejudice such holder’s rights, powers or remedies. No right,
power or remedy conferred by this Agreement or by any Note upon any holder thereof shall be
exclusive of any other right, power or remedy referred to herein or therein or now or hereafter
available at law, in equity, by statute or otherwise. Without limiting the obligations of the
Company under Section 15, the Company will pay to the holder of each Note on demand such further
amount as shall be sufficient to cover all costs and expenses of such holder incurred in any
enforcement or collection under this Section 12, including, without limitation, reasonable
attorneys’ fees, expenses and disbursements.



Section 13. Registration; Exchange; Substitution of Notes.




     Section 13.1. Registration of Notes. The Company shall keep at its principal executive office
a register for the registration and registration of transfers of Notes. The name and address of
each holder of one or more Notes, each transfer
thereof and the name and address of each transferee of one or more Notes shall be registered in
such register. Prior to due presentment for registration of transfer, the Person in whose name any
Note shall be registered shall be deemed and treated as the owner and holder thereof for all
purposes hereof, and the Company shall not be affected by any notice or knowledge to the contrary.
The Company shall give to any holder of a Note that is an Institutional Investor promptly upon
request therefor, a complete and correct copy of the names and addresses of all registered holders
of Notes.



     Section 13.2. Transfer and Exchange of Notes. (a) Upon surrender of any Note to the Company
at the address and to the attention of the designated officer (all as specified in Section
18(iii)), for registration of transfer or exchange (and in the case of a surrender for registration
of transfer accompanied by a written instrument of transfer duly executed by the registered holder
of such Note or such holder’s attorney duly authorized in writing and accompanied by the relevant
name, address and other information for notices of each transferee of such Note or part thereof),
within ten Business Days thereafter, the Company shall execute



-36-









 




and deliver, at the Company’s
expense (except as provided below), one or more new Notes (as requested by the holder thereof) of
the same Series in exchange therefor, in an aggregate principal amount equal to the unpaid
principal amount of the surrendered Note. Each such new Note shall be payable to such Person as
such holder may request and shall be substantially in the form of Exhibit 1(a), Exhibit 1(b), or
Exhibit 1(c), as applicable. Each such new Note shall be dated and bear interest (including,
without limitation, any additional interest in the form of the Interest Rate Adjustment for any
applicable Interest Rate Adjustment Period) from the date to which interest shall have been paid on
the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid
thereon. The Company may require payment of a sum sufficient to cover any stamp tax or
governmental charge imposed in respect of any such transfer of Notes. Notes shall not be
transferred in denominations of less than $250,000, provided that if necessary to enable the
registration of transfer by a holder of its entire holding of Notes, one Note may be in a
denomination of less than $250,000. Any transferee, by its acceptance of a Note registered in its
name (or the name of its nominee), shall be deemed to have made as of the date of transfer the
representations set forth in Section 6, including Section 6.3, provided, that in lieu of such
representation in Section 6.3, such holder may (in reliance upon information provided by the
Company, which shall not be unreasonably withheld) make a representation to the effect that the
purchase by any holder of any Note will not constitute a non-exempt prohibited transaction under
section 406(a) of ERISA.




     (b) The Notes have not been registered under the Securities Act or under the securities laws
of any state and may not be transferred or resold unless registered under the Securities Act and
all applicable state securities laws or unless an exemption from the requirement for such
registration is available.



     (c) Without limiting the foregoing, each Purchaser and each subsequent holder of any Note
severally agrees that it will not, directly or indirectly, resell any Notes purchased by it to a
Person which, to such Purchaser’s knowledge, is a Competitor (it being understood that such
Purchaser shall advise any broker or intermediary acting on its behalf that such resale to a
Competitor is limited hereby). The Company shall not be required to recognize any sale or other
transfer of a Note to a Competitor and no such transfer shall confer any rights hereunder upon such
transferee.



     Section 13.3. Replacement of Notes. Upon receipt by the Company at the address and to the
attention of the designated officer (all as specified in Section 18(iv)) of evidence reasonably
satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note
(which evidence shall be, in the case of an Institutional Investor, notice from such Institutional
Investor of such ownership and such loss, theft, destruction or mutilation), and




     (a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to
it (provided that if the holder of such Note is, or is a nominee for, an original Purchaser
or another holder of a Note with a minimum net worth of at least $50,000,000 or a Qualified
Institutional Buyer, such Person’s own unsecured agreement of indemnity shall be deemed to
be satisfactory), or




     (b) in the case of mutilation, upon surrender and cancellation thereof,



-37-









 






the Company at its own expense shall execute and deliver not more than five Business Days
following satisfaction of such conditions, in lieu thereof, a new Note of the same Series,
dated and bearing interest from the date to which interest shall have been paid on such
lost, stolen, destroyed or mutilated Note or dated the date of such lost, stolen, destroyed
or mutilated Note if no interest shall have been paid thereon.



Section 14. Payments on Notes.




     Section 14.1. Place of Payment. Subject to Section 14.2, payments of principal, Make-Whole
Amount and interest becoming due and payable on the Notes shall be made in New York, New York at
the principal office of Banc of America Securities LLC in such jurisdiction. The Company may at
any time, by notice to each holder of a Note, change the place of payment of the Notes so long as
such place of payment shall be either the principal office of the Company in such jurisdiction or
the principal office of a bank or trust company in such jurisdiction.



     Section 14.2. Home Office Payment. So long as any Purchaser or such Purchaser’s nominee shall
be the holder of any Note, and notwithstanding anything contained in Section 14.1 or in such Note
to the contrary, the Company will pay all sums becoming due on such Note for principal, Make-Whole
Amount and interest by the method and at the address specified for such purpose for such Purchaser
on Schedule A hereto or by such other method or at such other address as such Purchaser shall have
from time to time specified to the Company in writing for such purpose, without the presentation or
surrender of such Note or the making of any notation thereon, except that upon written request of
the Company made concurrently with or reasonably promptly after payment or prepayment in full of
any Note, such Purchaser shall surrender such Note for cancellation, reasonably promptly after any
such request, to the Company at its principal executive office or at the place of payment most
recently designated by the Company pursuant to Section 14.1. Prior to any sale or other
disposition of any Note held by any Purchaser or such Purchaser’s nominee, such Person will, at its
election, either endorse thereon the amount of principal paid thereon and the last date to which
interest has been paid thereon or surrender such Note to the Company in exchange for a new Note or
Notes pursuant to Section 13.2. The Company will afford the benefits of this Section 14.2 to any
Institutional Investor that is the direct or indirect transferee of any Note.



Section 15. Expenses, Etc.




     Section 15.1. Transaction Expenses. Whether or not the transactions contemplated hereby are
consummated, the Company will pay all reasonable costs and expenses (including reasonable
attorneys’ fees of a special counsel for the Purchasers and, if reasonably required by the Required
Holders, local or other counsel) incurred by each Purchaser and each other holder of a Note in
connection with such transactions and in connection with any amendments, waivers or consents under
or in respect of this Agreement or the Notes (whether or not such amendment, waiver or consent
becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred
in enforcing or defending (or determining whether or how to enforce or defend) any rights under
this Agreement or the Notes or in responding to any subpoena or other legal process or informal
investigative demand issued in connection with this Agreement or the Notes, or by reason of being a
holder of any Note, (b) the reasonable costs and expenses,



-38-









 




including financial advisors’ fees,
incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in
connection with any work-out or restructuring of the transactions contemplated hereby and by the
Notes and (c) the costs and expenses incurred in connection with the initial filing of this
Agreement and all related documents and financial information with the SVO provided, that such
costs and expenses under this clause (c) shall not exceed $5,000. The Company will pay, and will
save each Purchaser and each other holder of a Note harmless from, all claims in respect of any
fees, costs or expenses if any, of brokers and finders authorized by the Company in connection with
the purchase of the Notes (other than those, if any, retained by a Purchaser or other holder in
connection with its purchase of the Notes).




     Section 15.2. Survival. The obligations of the Company under this Section 15 will survive the
payment or transfer of any Note, the enforcement, amendment or waiver of any provision of this
Agreement or the Notes, and the termination of this Agreement.



Section 16. Survival of Representations and Warranties; Entire Agreement. 




     All representations and warranties contained herein shall survive the execution and delivery
of this Agreement and the Notes, the purchase or transfer by any Purchaser of any such Note or
portion thereof or interest therein and the payment of any Note and may be relied upon by any
subsequent holder of any such Note, regardless of any investigation made at any time by or on
behalf of any Purchaser or any other holder of any such Note. All statements contained in any
certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement
shall be deemed representations and warranties of the Company under this Agreement.
Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement
and understanding between the Purchasers and the Company and supersede all prior agreements and
understandings relating to the subject matter hereof.



Section 17. Amendment and Waiver.




     Section 17.1. Requirements. This Agreement and the Notes may be amended, and the observance
of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and
only with) the written consent of (y) prior to the Closing Date, the Company and the Purchasers who
will be purchasing at least 51% of the Notes to be issued on the Closing Date and (z) from and
after the Closing Date, the Company and the Required Holders, except that (i) no amendment or
waiver of any of the provisions of (A) Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term
(as it is used in any such Section), and (B) solely with respect to amendments and waivers
occurring prior to the Closing Date, Section 10.1, 10.2 or 10.3 hereof, will be effective (1)
prior to the Closing Date, as to any Purchaser, unless consented to by such Purchaser in writing
and (2) from and after the Closing Date, any holder of Notes unless consented to by such holder of
Notes in writing, and (ii) no such amendment or waiver may, without the written consent of (A)
prior to the Closing Date, all of the Purchasers and (B) from and after the Closing Date, all of
the holders of Notes at the time outstanding affected thereby, (1) subject to the provisions of
Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or
payment of principal of, or reduce the rate or change the time of payment or method of computation
of interest (if such change results in a decrease in



-39-









 




the interest rate) or of the Make-Whole Amount
on, the Notes, (2) change the percentage of the principal amount of the Notes the holders or the
Purchasers, in each case, of which are required to consent to any such amendment or waiver, or (3)
amend any of Sections 8, 11(a), 11(b), 12, 17 or 20.




     Section 17.2. Solicitation of Holders of Notes.



     (a) Solicitation. The Company will provide each holder of the Notes (irrespective of the
amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the
date a decision is required, to enable such holder to make an informed and considered decision with
respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof or
of the Notes. The Company will deliver executed or true and correct copies of each amendment,
waiver or consent effected pursuant to the provisions of this Section 17 to each holder of
outstanding Notes promptly following the date on which it is executed and delivered by, or receives
the consent or approval of, the requisite holders of Notes.



     (b) Payment. The Company will not directly or indirectly pay or cause to be paid any
remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant any
security or provide other credit support, to any holder of Notes as consideration for or as an
inducement to the entering into by any holder of Notes of any waiver or amendment of any of the
terms and provisions hereof or of the Subsidiary Guaranty unless such remuneration is concurrently
paid, or security is concurrently granted or other credit support is concurrently
provided, on the same terms, ratably to each holder of Notes then outstanding even if such holder
did not consent to such waiver or amendment.



     (c) Consent in Contemplation of Transfer. Any consent made pursuant to this Section 17 by a
holder of Notes that has transferred or has agreed to transfer its Notes to the Company, any
Subsidiary or any Affiliate of the Company and has provided or has agreed to provide such written
consent as a condition to such transfer shall be void and of no force or effect except solely as to
such holder, and any amendments effected or waivers granted or to be effected or granted that would
not have been or would not be so effected or granted but for such consent (and the consents of all
other holders of Notes that were acquired under the same or similar conditions) shall be void and
of no force or effect except solely as to such holder.



     Section 17.3. Binding Effect, Etc. Any amendment or waiver consented to as provided in this
Section 17 applies equally to all holders of Notes and is binding upon them and upon each future
holder of any Note and upon the Company without regard to whether such Note has been marked to
indicate such amendment or waiver. No such amendment or waiver will extend to or affect any
obligation, covenant, agreement, Default or Event of Default not expressly amended or waived or
impair any right consequent thereon. No course of dealing between the Company and the holder of
any Note nor any delay in exercising any rights hereunder or under any Note shall operate as a
waiver of any rights of any holder of such Note. As used herein, the term “this Agreement” and
references thereto shall mean this Agreement as it may from time to time be amended or
supplemented.



-40-









 





     Section 17.4. Notes Held by Company, Etc. Solely for the purpose of determining whether the
holders of the requisite percentage of the aggregate principal amount of Notes then outstanding
approved or consented to any amendment, waiver or consent to be given under this Agreement or the
Notes, or have directed the taking of any action provided herein or in the Notes to be taken upon
the direction of the holders of a specified percentage of the aggregate principal amount of Notes
then outstanding, Notes directly or indirectly owned by the Company or any of its Affiliates shall
be deemed not to be outstanding.



Section 18. Notices.




     All notices and communications provided for hereunder shall be in writing and sent (a) by
telecopy if the sender on the same day sends a confirming copy of such notice by a recognized
overnight delivery service (charges prepaid), (b) by a recognized overnight delivery service (with
charges prepaid) or (c) with respect to any Electronic Delivery provided hereunder, by legible
telecopy or electronic mail. Any such notice must be sent:




     (i) if to any Purchaser or its nominee, to such Purchaser or its nominee at the address
or, in the case of clause (c) above, the electronic mail address or telecopy number
specified for such communications in Schedule A to this Agreement, or at such other address,
electronic mail address or telecopy number as such Purchaser or nominee shall have specified
to the Company in writing pursuant to this Section 18;




     (ii) if to any other holder of any Note, to such holder at such address as such other
holder shall have specified to the Company in writing pursuant to this Section 18; or




     (iii) if to the Company, to the Company at its address set forth at the beginning
hereof to the attention of General Counsel, or at such other address as the Company shall
have specified to the holder of each Note in writing.


Notices under clauses (a) and (b) of this Section 18 will be deemed given only when actually
received and notices under clause (c) will be deemed given when sent unless the sender receives an
“out of office” or “undeliverable” message in response to an attempted electronic mail delivery.




Section 19. Reproduction of Documents.




     This Agreement and all documents relating thereto, including, without limitation, (a)
consents, waivers and modifications that may hereafter be executed, (b) documents received by any
Purchaser at the Closing (except the Notes themselves), and (c) financial statements, certificates
and other information previously or hereafter furnished to any Purchaser, may be reproduced by such
Purchaser by any photographic, photostatic, electronic, digital, or other similar process and such
Purchaser may destroy any original document so reproduced. The Company agrees and stipulates that,
to the extent permitted by applicable law, any such reproduction shall be admissible in evidence as
the original itself in any judicial or administrative proceeding (whether or not the original is in
existence and whether or not such



-41-









 







reproduction was made by such Purchaser in the regular course of
business) and any enlargement, facsimile or further reproduction of such reproduction shall
likewise be admissible in evidence. This Section 19 shall not prohibit the Company or any other
holder of Notes from contesting any such reproduction to the same extent that it could contest the
original, or from introducing evidence to demonstrate the inaccuracy of any such reproduction.



Section 20. Confidential Information.




     For the purposes of this Section 20, “Confidential Information” means information delivered to
any Purchaser by or on behalf of the Company or any Subsidiary in connection with the transactions
contemplated by or otherwise pursuant to this Agreement that was clearly marked or labeled or
otherwise adequately identified when received by such Purchaser as being confidential information
of the Company or such Subsidiary, provided that such term does not include information that (a)
was publicly known or otherwise known to such Purchaser prior to the time of such disclosure and
not obtained from a source known by such Purchaser to be subject to a confidentiality or fiduciary
obligation or to have been obtained through unlawful means, (b) subsequently becomes publicly known
through no act or omission by such Purchaser or any Person acting on such Purchaser’s behalf, (c)
otherwise becomes known to such Purchaser other than (i) through disclosure by the Company or any
Subsidiary or (ii) from a source known by such Purchaser to be subject to a confidentiality or
fiduciary obligation or to have obtained through unlawful means or (d) constitutes financial
statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available.
Each Purchaser will maintain the confidentiality of such
Confidential Information in accordance with procedures adopted by such Purchaser in good faith
to protect confidential information of third parties delivered to such Purchaser, provided that
such Purchaser may deliver or disclose Confidential Information to (i) such Purchaser’s Affiliates
and its and their respective directors, trustees, officers, employees, agents, and attorneys (to
the extent such disclosure reasonably relates to the administration of the investment represented
by such Purchaser’s Notes and the Person to whom such information is disclosed is directed to hold
such information confidential in accordance with the terms of this Section 20), (ii) such
Purchaser’s financial advisors and other professional advisors who agree to hold confidential the
Confidential Information substantially in accordance with the terms of this Section 20, (iii) any
other holder of any Note, (iv) any Institutional Investor to which such Purchaser sells or offers
to sell such Note or any part thereof or any participation therein (if such Person has agreed in
writing prior to its receipt of such Confidential Information to be bound by the provisions of this
Section 20), (v) any Person from which such Purchaser offers to purchase any security of the
Company (if such Person has agreed in writing prior to its receipt of such Confidential Information
to be bound by the provisions of this Section 20), (vi) any Federal or state regulatory authority
having jurisdiction over such Purchaser to the extent required by such authority, (vii) the NAIC or
the SVO or, in each case any similar organization, or any nationally recognized rating agency that
requires access to information about such Purchaser’s investment portfolio, or (viii) any other
Person to which such delivery or disclosure may be necessary or appropriate (w) to effect
compliance with any law, rule, regulation or order applicable to such Purchaser, but only to the
extent so required, (x) in response to any subpoena or other legal process, but only after
reasonable notice to the Company to permit the Company to obtain a protective order (unless such
subpoena or process prohibits such notice) and then only to the extent required by such subpoena or
process, (y) in connection with any litigation to which such



-42-









 




Purchaser is a party or (z) if an
Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably
determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the
protection of the rights and remedies under such Purchaser’s Notes, the Subsidiary Guaranty and
this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed
to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to
this Agreement. On reasonable request by the Company in connection with the delivery to any holder
of a Note of information required to be delivered to such holder under this Agreement or requested
by such holder (other than a holder that is a party to this Agreement or its nominee), such holder
will enter into an agreement with the Company embodying the provisions of this Section 20.




Section 21. Substitution of Purchaser.




     Each Purchaser shall have the right to substitute any one of its Affiliates as the purchaser
of the Notes that it has agreed to purchase hereunder, by written notice to the Company, which
notice shall be signed by both such Purchaser and such Affiliate, shall contain such Affiliate’s
agreement to be bound by this Agreement and shall contain a confirmation by such Affiliate of the
accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such
notice, any reference to such Purchaser in this Agreement (other than in this Section 21), shall be
deemed to refer to such Affiliate in lieu of such original Purchaser. In the event that such
Affiliate is so substituted as a Purchaser hereunder and such Affiliate thereafter transfers to
such original Purchaser all of the Notes then held by such Affiliate, upon receipt by the Company
of notice of
such transfer, any reference to such Affiliate as a “Purchaser” in this Agreement (other than
in this Section 21), shall no longer be deemed to refer to such Affiliate, but shall refer to such
original Purchaser, and such original Purchaser shall again have all the rights of an original
holder of the Notes under this Agreement.



Section 22. Miscellaneous.




     Section 22.1. Successors and Assigns. All covenants and other agreements contained in this
Agreement by or on behalf of any of the parties hereto bind and inure to the benefit of their
respective successors and assigns (including, without limitation, any subsequent holder of a Note)
whether so expressed or not.



     Section 22.2. Payments Due on Non-Business Days. Anything in this Agreement or the Notes to
the contrary notwithstanding (but without limiting the requirement in Section 8.4 that the notice
of any optional prepayment specify a Business Day as the date fixed for such prepayment), any
payment of principal of or Make-Whole Amount or interest on any Note that is due on a date other
than a Business Day shall be made on the next succeeding Business Day without including the
additional days elapsed in the computation of the interest payable on such next succeeding Business
Day; provided that if the maturity date of any Note is a date other than a Business Day, the
payment otherwise due on such maturity date shall be made on the next succeeding Business Day and
shall include the additional days elapsed in the computation of interest payable on such next
succeeding Business Day.



-43-









 





     Section 22.3. Accounting Terms. All accounting terms used herein that are not expressly
defined in this Agreement have the meanings respectively given to them in accordance with GAAP.
Except as otherwise specifically provided herein, (i) all computations made pursuant to this
Agreement shall be made in accordance with Agreement Accounting Principles and (ii) all
consolidated financial statements shall be prepared in accordance with GAAP. For purposes of
determining compliance with the financial covenants set out in this Agreement, any election by the
Company to measure an item of Indebtedness using fair value (as permitted by Accounting Standards
Codification 825-10-25 (previously referred to as Statement of Financial Accounting Standards No.
159) or any other Accounting Standards Codification or Financial Accounting Standard having a
similar result or effect) shall be disregarded and such determination shall be made by valuing
indebtedness at 100% of the outstanding principal amount (except to the extent that such
Indebtedness was issued at a discount or premium in which case the value of such indebtedness shall
be valued at the 100% of the outstanding principal amount less any unamortized discount or plus any
unamortized premium, as the case may be).



     Section 22.4. Severability. Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by
law) not invalidate or render unenforceable such provision in any other jurisdiction.



     Section 22.5. Construction. Each covenant contained herein shall be construed (absent express
provision to the contrary) as being independent of each other covenant contained herein, so that
compliance with any one covenant shall not (absent such an express contrary provision) be deemed to
excuse compliance with any other covenant. Where any provision herein refers to action to be taken
by any Person, or which such Person is prohibited from taking, such provision shall be applicable
whether such action is taken directly or indirectly by such Person.



     For the avoidance of doubt, all Schedules and Exhibits attached to this Agreement shall be
deemed to be a part hereof.



     Section 22.6. Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be an original but all of which together shall constitute one instrument. Each
counterpart may consist of a number of copies hereof, each signed by less than all, but together
signed by all, of the parties hereto.



     Section 22.7. Governing Law. This Agreement shall be construed and enforced in accordance
with, and the rights of the parties shall be governed by, the law of the State of New York
excluding choice-of-law principles of the law of such State that would permit the application of
the laws of a jurisdiction other than such State.



     Section 22.8. Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably
submits to the non-exclusive jurisdiction of any New York State or Federal court sitting in the
Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or
relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the
Company irrevocably waives and agrees not to assert, by way of motion, as a



-44-









 







defense or otherwise,
any claim that it is not subject to the jurisdiction of any such court, any objection that it may
now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in
any such court and any claim that any such suit, action or proceeding brought in any such court has
been brought in an inconvenient forum.



     (b) The Company consents to process being served by or on behalf of any holder of Notes in any
suit, action or proceeding of the nature referred to in Section 22.8(a) by mailing a copy thereof
by registered or certified mail (or any substantially similar form of mail), postage prepaid,
return receipt requested, to it at its address specified in Section 18 or at such other address of
which such holder shall then have been notified pursuant to said Section. The Company agrees that
such service upon receipt (i) shall be deemed in every respect effective service of process upon it
in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by
applicable law, be taken and held to be valid personal service upon and personal delivery to it.
Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt
furnished by the United States Postal Service or any reputable commercial delivery service.



     (c) Nothing in this Section 22.8 shall affect the right of any holder of a Note to serve
process in any manner permitted by law, or limit any right that the holders of any of the Notes
may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or
to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.



     (d) The parties hereto hereby waive trial by jury in any action brought on or with respect
to this Agreement, the Notes or any other document executed in connection herewith or
therewith.



* * * * *





-45-











 





     The execution hereof by the Purchasers shall constitute a contract among the Company and
the Purchasers for the uses and purposes hereinabove set forth.



	 	 	 	 	 
	 	Very truly yours,





Teledyne Technologies Incorporated

 	 
	 	By  	/s/ Dale A. Schnittjer
 	 
	 	 	Name:  	Dale A. Schnittjer 	 
	 	 	Title:  	Senior Vice President and

Chief Financial Officer 	 



 









 






Accepted as of the date first written above.




	 	 	 	 	 
	 	Metropolitan Life Insurance Company



General American Life Insurance Company

 	 
	 	By:  	Metropolitan Life Insurance Company, as
 investment manager for the above entity
 	 
	 	 	 
	 	By  	                                                  /s/ Judith A. Gulotta
 	 
	 	 	Name:  	Judith A. Gulotta 	 
	 	 	Title:  	Managing Director 	 
	 



Teledyne Technologies Incorporated

Note Purchase Agreement




 









 




Accepted as of the date first written above.




	 	 	 	 	 	 	 	 	 

	 	 	ING USA Annuity and Life Insurance Company  
	 	 	ReliaStar Life Insurance Company
	 	 	ING Life Insurance and Annuity Company
	 	 	ReliaStar Life Insurance Company of New York
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	ING Investment Management LLC, as Agent
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By
	 	/s/ Fitzhugh Wickham	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name: Fitzhugh Wickham	 	 
	 

	 	 	 	 	 	Title: Vice President	 	 






Teledyne Technologies Incorporated

Note Purchase Agreement




 









 




Accepted as of the date first written above.




	 	 	 	 	 	 	 	 	 

	 	 	New York Life Insurance Company  
	 
	 	 	 	 	 	 	 	 
	 	 	By	 	/s/ Gail A. McDermott
	 	 	 	 	 	 	 
	 	 	 	 	Name: Gail A. McDermott
	 	 	 	 	Title: Vice President
	 
	 	 	 	 	 	 	 	 
	 	 	New York Life Insurance and Annuity Corporation
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	New York Life Investment Management LLC, 
its Investment Manager
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By
	 	/s/ Gail A. McDermott	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name: Gail A. McDermott	 	 
	 

	 	 	 	 	 	Title: Managing Director	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Forethought Life Insurance Company
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	New York Life Investment Management LLC, 
its Investment Manager
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By
	 	/s/ Gail A. McDermott	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name: Gail A. McDermott	 	 
	 

	 	 	 	 	 	Title: Managing Director	 	 






Teledyne Technologies Incorporated

Note Purchase Agreement









 









 







Accepted as of the date first written above.




	 	 	 	 	 	 	 	 	 

	 	 	Massachusetts Mutual Life Insurance Company
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Babson Capital Management LLC 
as Investment Adviser
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By
	 	/s/ Emeka Onukwugha	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name: Emeka Onukwugha	 	 
	 

	 	 	 	 	 	Title: Managing Director	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	C.M. Life Insurance Company
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Babson Capital Management LLC 
 as Investment Adviser
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By
	 	/s/ Emeka Onukwugha	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name: Emeka Onukwugha	 	 
	 

	 	 	 	 	 	Title: Managing Director	 	 






Teledyne Technologies Incorporated

Note Purchase Agreement





 












 




Accepted as of the date first written above.




	 	 	 	 	 
	 	The Prudential Insurance Company of
America

 	 
	 	By 	Illegible Signature
 	 
	 	 	Vice President 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	Prudential Retirement Insurance and Annuity
Company




By: Prudential Investment Management, Inc.,

      as investment manager
 	 



	 	 	 	 	 
	 	 	 
	 	By 	                         Illegible Signature
 	 
	 	 	Vice President 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	Pruco Life Insurance Company

 	 
	 	By 	Illegible Signature
 	 
	 	 	Vice President 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	Forethought Life Insurance Company







By: Prudential Private Placement Investors,

       L.P. (as Investment Advisor)
 	 



	 	 	 	 	 
	 	By: Prudential Private Placement Investors,

       Inc. (as its General Partner)
 	 



	 	 	 	 	 
	 	 	 
	 	By 	                                                       Illegible Signature
 	 
	 	 	Vice President 	 
	 	 	 	 
	 



Teledyne Technologies Incorporated

Note Purchase Agreement




 









 




Accepted as of the date first written above.




	 	 	 	 	 
	 	Sun Life Assurance Company of Canada (U.S.)

 	 
	 	By 	/s/ Deborah J. Foss
 	 
	 	 	Name:  	Deborah J. Foss 	 
	 	 	Title:  	Managing Director, Head of Private
Debt Private Fixed Income 	 
	 



	 	 	 	 	 
	 	 	 
	 	By 	                                                  /s/ Ann C. King
 	 
	 	 	Name:  	Ann C. King 	 
	 	 	Title:  	Assistant Vice President and
Senior Counsel 	 
	 



Teledyne Technologies Incorporated

Note Purchase Agreement




 









 




Accepted as of the date first written above.




	 	 	 	 	 
	 	Great-West Life & Annuity Insurance
Company

 	 
	 	By 	/s/ Eve Hampton
 	 
	 	 	Name:  	Eve Hampton 	 
	 	 	Title:  	Vice President, Investments 	 
	 
	 	 	 
	 	By 	                                                  /s/ Tad Anderson
 	 
	 	 	Name:  	Tad Anderson 	 
	 	 	Title:  	Asst. Vice President, Investments 	 
	 



Teledyne Technologies Incorporated

Note Purchase Agreement




 









 





Accepted as of the date first written above.




	 	 	 	 	 
	 	Jackson National Life Insurance Company



By: PPM America, Inc., as attorney in fact,

       on behalf of Jackson National Life

       Insurance Company
 	 



	 	 	 	 	 
	 	 	 
	 	By 	/s/ Brian Manezak
 	 
	 	 	Name:  	Brian Manezak 	 
	 	 	Title:  	Vice President 	 
	 



Teledyne Technologies Incorporated

Note Purchase Agreement





 











 




Accepted as of the date first written above.




	 	 	 	 	 
	 	Monumental Life Insurance Company 

 	 
	 	By  	/s/ Christopher D. Pahlke
 	 
	 	 	Name:  	Christopher D. Pahlke 	 
	 	 	Title:  	Vice President 	 
	 



Teledyne Technologies Incorporated

Note Purchase Agreement









 









 







Accepted as of the date first written above.




	 	 	 	 	 
	 	United of Omaha Life Insurance Company

 	 
	 	By  	/s/ Justin P. Kavan
 	 
	 	 	Name:  	Justin P. Kavan 	 
	 	 	Title:  	Vice President 	 
	 
	 	Companion Life Insurance Company

 	 
	 	By  	/s/ Justin P. Kavan
 	 
	 	 	Name:  	Justin P. Kavan 	 
	 	 	Title:  	Authorized Signer 	 
	 



Teledyne Technologies Incorporated

Note Purchase Agreement









 









 







Accepted as of the date first written above.




	 	 	 	 	 
	 	American United Life Insurance Company

 	 
	 	By  	/s/ John C. Mason
 	 
	 	 	Name:  	John C. Mason 	 
	 	 	Title:  	V. P. Fixed Income Securities 	 
	 
	 	The State Life Insurance Company

 	 
	 	By:  	American United Life Insurance Company
 	 
	 	Its: Agent 	 
	 	 	 
	 	By  	                                                  /s/ John C. Mason
 	 
	 	 	Name:  	John C. Mason 	 
	 	 	Title:  	V. P. Fixed Income Securities 	 
	 
	 	Pioneer Mutual Life Insurance Company

 	 
	 	By:  	American United Life Insurance Company
 	 
	 	Its: Agent 	 
	 	 	 
	 	By  	                                                  /s/ John C. Mason
 	 
	 	 	Name:  	John C. Mason 	 
	 	 	Title:  	V. P. Fixed Income Securities 	 
	 



Teledyne Technologies Incorporated

Note Purchase Agreement









 









 







Accepted as of the date first written above.




	 	 	 	 	 
	 	Allianz Life Insurance Company of North America

 	 
	 	By:  	Allianz of America, Inc. as the authorized
 	 
	 	 	signatory and investment manager 	 



	 	 	 	 	 
	 	By  	                                                       /s/ Gary Brown
 	 
	 	 	Name:  	Gary Brown 	 
	 	 	Title:  	Chief Investment Officer, Fixed Income 	 
	 



Teledyne Technologies Incorporated

Note Purchase Agreement









 









 







Accepted as of the date first written above.




	 	 	 	 	 
	 	Knights of Columbus

 	 
	 	By  	/s/ Donald R. Kehoe
 	 
	 	 	Name:  	Donald R. Kehoe 	 
	 	 	Title:  	Supreme Secretary 	 
	 



Teledyne Technologies Incorporated

Note Purchase Agreement









 









 







Accepted as of the date first written above.




	 	 	 	 	 
	 	Phoenix Life Insurance Company

 	 
	 	By  	/s/ Christopher M. Wilkos
 	 
	 	 	Name:  	Christopher M. Wilkos 	 
	 	 	Title:  	Executive Vice President 	 
	 
	 	PHL Variable Insurance Company

 	 
	 	By  	/s/ Christopher M. Wilkos
 	 
	 	 	Name:  	Christopher M. Wilkos 	 
	 	 	Title:  	Executive Vice President 	 
	 



Teledyne Technologies Incorporated

Note Purchase Agreement





 











 




Accepted as of the date first written above.




	 	 	 	 	 
	 	Country Life Insurance Company

 	 
	 	By  	/s/ John Jacobs
 	 
	 	 	Name:  	John Jacobs 	 
	 	 	Title:  	Director – Fixed Income 	 
	 
	 	Country Mutual Insurance Company

 	 
	 	By  	/s/ John Jacobs
 	 
	 	 	Name:  	John Jacobs 	 
	 	 	Title:  	Director – Fixed Income 	 
	 





Teledyne Technologies Incorporated

Note Purchase Agreement






 









 







Accepted as of the date first written above.




	 	 	 	 	 
	 	The Union Central Life Insurance Company

 	 
	 	By:  	Summit Investment Advisors Inc., as Agent
 	 
	 	 	 
	 	By  	                                                  /s/ Andrew S. White
 	 
	 	 	Andrew S. White, Managing Director — Private 	 
	 	 	Placements 	 
	 
	 	Ameritas Life Insurance Corp.

 	 
	 	By:  	Summit Investment Advisors Inc., as Agent
 	 
	 	 	 
	 	By  	                                                  /s/ Andrew S. White
 	 
	 	 	Andrew S. White, Managing Director — Private 	 
	 	 	Placements 	 
	 	 	 
	 	Acacia Life Insurance Company

 	 
	 	By:  	Summit Investment Advisors Inc., as Agent
 	 
	 	 	 
	 	By  	                                                  /s/ Andrew S. White
 	 
	 	 	Andrew S. White, Managing Director — Private 	 
	 	 	Placements 	 
	 





Teledyne Technologies Incorporated

Note Purchase Agreement






 









 







Accepted as of the date first written above.




	 	 	 	 	 
	 	Southern Farm Bureau Life Insurance

Company

 	 
	 	By  	/s/ David Divine
 	 
	 	 	Name:  	David Divine 	 
	 	 	Title:  	Portfolio Manager 	 



Teledyne Technologies Incorporated

Note Purchase Agreement





 









 







Accepted as of the date first written above.




	 	 	 	 	 
	 	The Travelers Indemnity Company

 	 
	 	By  	Illegible Signature
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 





Teledyne Technologies Incorporated

Note Purchase Agreement





 









 







Accepted as of the date first written above.




	 	 	 	 	 
	 	CUNA Mutual Insurance Society

 	 
	 	By:  	MEMBERS Capital Advisors, Inc., acting
 	 
	 	 	as Investment Advisor 	 
	 	 	 	 



	 	 	 	 	 
	 	By  	                                                       /s/ John W. Petchler
 	 
	 	 	Name:  	John W. Petchler 	 
	 	 	Title:  	Director, Investments 	 



Teledyne Technologies Incorporated

Note Purchase Agreement




 











 





Defined Terms




     As used herein, the following terms have the respective meanings set forth below or set forth
in the Section hereof following such term:



     “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.



     “Acquisition Event” means an Acquisition, or series of Acquisitions, by the Company and its
Subsidiaries.



     “Affiliate” means, at any time, and with respect to any Person, (a) any other Person that at
such time directly or indirectly through one or more intermediaries Controls, or is Controlled by,
or is under common Control with, such first Person, and (b) any Person beneficially owning or
holding, directly or indirectly, 10% or more of any class of voting or equity interests of the
Company or any Subsidiary or any Person of which the Company and its Subsidiaries beneficially own
or hold, in the aggregate, directly or indirectly, 10% or more of any class of voting or equity
interests. As used in this definition, “Control” means the possession, directly or indirectly, of
the power to direct or cause the direction of the management and policies of a Person, whether
through the ownership of voting securities, by contract or otherwise. Unless the context otherwise
clearly requires, any reference to an “Affiliate” is a reference to an Affiliate of the Company.



     “Agreement Accounting Principles” means GAAP, provided that with respect to the calculations
for purposes of determining compliance with the covenants set forth in Sections 10.1 through 10.5,
such term means generally accepted accounting principles in effect as of the Execution Date applied
on a basis consistent with that used in the preparation of the most recent audited consolidated
financial statements of the Company listed in Section 5.5.



     “Anti-Terrorism Order” means Executive Order No. 13,224 of September 24, 2001, Blocking
Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support
Terrorism, 66 U.S. Fed. Reg. 49, 079 (2001), as amended.



     “Applicable Interest Rate” means, (a) with respect to the Series A Notes, the sum of (i) 4.04%
per annum plus (ii), during any Interest Rate Adjustment Period, the Interest Rate Adjustment, (b)
with respect to the Series B Notes, the sum of (i) 4.74% per annum plus (ii), during any Interest
Rate Adjustment Period, the Interest Rate Adjustment and (c) with respect to the Series C Notes,
the sum of (i) 5.30% per annum plus (ii), during any Interest Rate Adjustment Period, the Interest
Rate Adjustment.



     “Asset Sale Prepayment Date” is defined in Section 8.8.



     “Asset Sale Response Date” is defined in Section 8.8.



Schedule B

(to Note Purchase Agreement)



 









 





     “Attributable Indebtedness” means, on any date, (a) in respect of any Capital Lease of any
Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared
as of such date in accordance with Agreement Accounting Principles, (b) in respect of any Synthetic
Lease, the capitalized amount of the remaining lease payments under the relevant lease that would
appear on a balance sheet of such Person prepared as of such date in accordance with Agreement
Accounting Principles if such lease were accounted for as a Capital Lease and (c) in respect of any
Securitization Transaction of any Person, the outstanding principal amount of such financing, after
taking into account reserve accounts and making appropriate adjustments, determined in good faith
by the board of directors of the Company in its reasonable judgment.



     “Bank Credit Agreement” means the Amended and Restated Credit Agreement dated as of July 14,
2006 by and among the Company, certain Subsidiaries of the Company identified therein, 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 thereto, as amended,
restated, joined, supplemented or otherwise modified from time to time, and any renewals,
extensions, replacements or increases in the principal amount thereof, which constitute the primary
bank credit facility of the Company and its Subsidiaries.



     “Bank Lenders” means the banks and financial institutions party to the Bank Credit Agreement.



     “Business Day” means any day other than a Saturday, a Sunday or a day on which commercial
banks in New York, New York are required or authorized to be closed.



     “Capital Lease” means, at any time, a lease with respect to which the lessee is required
concurrently to recognize the acquisition of an asset and the incurrence of a liability in
accordance with Agreement Accounting Principles.



     “Capital Lease Obligation” means, with respect to any Person and a Capital Lease, the amount
of the obligation of such Person as the lessee under such Capital Lease which would, in accordance
with Agreement Accounting Principles, appear as a liability on a balance sheet of such Person.



     “Capital Stock” means (i) in the case of a corporation, capital stock, (ii) in the case of an
association or business entity, any and all shares, interests, participations, rights or other
equivalents (however designated) of capital stock, (iii) in the case of a partnership, partnership
interests (whether general or limited), (iv) in the case of a limited liability company, membership
interests and (v) any other interest or participation that confers on a Person the right to receive
a share of the profits and losses of, or distributions of assets of, the issuing Person.



     “Change in Control” is defined in Section 8.7.



     “Closing” is defined in Section 3.



B-2









 





     “Closing Date” means the date of the Closing.



     “Code” means the Internal Revenue Code of 1986, as amended from time to time, and the rules
and regulations promulgated thereunder from time to time.



     “Company” means Teledyne Technologies Incorporated, a Delaware corporation or any successor
that becomes such in the manner described in Section 10.6.



     “Competitor” means any Person (other than a Purchaser) who is substantially engaged in the
development, manufacture, sale or provision of products and services of electronic components and
subsystems, instrumentation and communications products, aerospace engines and components,
government systems engineering services or energy and power systems and/or other activities
reasonably related thereto provided that: (a) the provision of investment advisory services by a
Person to a Plan which is owned or controlled by a Person which would otherwise be a Competitor
shall not of itself cause the Person providing such services to be deemed a Competitor if such
Person has established procedures which will prevent confidential information supplied to such
Person by the Company or any of its Subsidiaries from being transmitted or otherwise made available
to such Plan or Person owning or controlling such Plan; and (b) in no event shall an Institutional
Investor which maintains passive investments in any Person which is a Competitor be deemed a
Competitor, it being agreed that the normal administration of the investment and enforcement
thereof shall be deemed not to cause such Institutional Investor to be a “Competitor”.



     “Confidential Information” is defined in Section 20.



     “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, 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; (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; and (f)
reasonably documented fees and expenses paid or payable in cash to unaffiliated third parties in
connection with Acquisitions or dispositions permitted hereby, whether or not such acquisitions or
dispositions are successful; provided, that for purposes of calculating the Consolidated Leverage
Ratio in Section 10.1 and the Consolidated Interest Charges Ratio in Section 10.2, Consolidated
EBITDA shall include, on a pro form 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.



B-3









 





     “Consolidated Funded Indebtedness” means Funded Indebtedness of the Company and its
Subsidiaries on a consolidated basis.



     “Consolidated Indebtedness” means as of any date of determination the total amount of all
Indebtedness of the Company and its Subsidiaries determined on a consolidated basis in accordance
with Agreement Accounting Principles.



     “Consolidated Interest Charges” means, for any period, for the Company and its Subsidiaries on
a consolidated basis, an amount equal to the sum of (i) all interest, premium payments, debt
discount, fees, charges and related expenses of the Company and its Subsidiaries in connection with
Indebtedness (including capitalized interest and other fees and charges incurred under any asset
securitization program) or in connection with the deferred purchase price of assets, in each case
to the extent treated as interest in accordance with Agreement Accounting Principles, plus (ii) the
portion of rent expense of the Company and its Subsidiaries with respect to such period under
Capital Leases or Synthetic Leases that is treated as interest in accordance with Agreement
Accounting Principles.



     “Consolidated Interest Coverage Ratio” means, as of any date of determination, the ratio of
(a) Consolidated EBITDA for the period of the four fiscal quarters most recently ended for which
the Company has delivered financial statements pursuant to Section 7.1(a) or (b) to (b)
Consolidated Interest Charges for the period of the four fiscal quarters most recently ended.



     “Consolidated Leverage Ratio” means, as of any date of determination, the ratio of (a)
Consolidated Funded Indebtedness, net of unencumbered cash and cash equivalents, as of such date to
(b) Consolidated EBITDA for the period of the four fiscal quarters most recently ended.



     “Consolidated Net Income” means, for any period, for the Company and its Subsidiaries on a
consolidated basis, the net income of the Company and its Subsidiaries (excluding extraordinary
non-cash gains, extraordinary non-cash losses and any other non-cash impairment charges related to
goodwill or acquired intangible assets) for that period, as determined in accordance with Agreement
Accounting Principles.



     “Consolidated Net Worth” means, as of any date of determination, consolidated shareholders’
equity of the Company and its Subsidiaries as of that date determined in accordance with Agreement
Accounting Principles.



     “Consolidated Total Assets” means, as of any date of determination, the total amount of all
assets of the Company and its Subsidiaries, determined on a consolidated basis in accordance with
Agreement Accounting Principles.



     “Default” means an event or condition the occurrence or existence of which would, with the
lapse of time or the giving of notice or both, become an Event of Default.



     “Default Rate” means with respect to the Notes of any Series that rate of interest that is 2%
per annum above the Applicable Interest Rate for such Series.



B-4









 





     “Earn Out Obligations” means, with respect to an Acquisition, all obligations of the Company
or any Subsidiary to make earn out or other contingency payments pursuant to the documentation
relating to such Acquisition. The amount of any Earn Out Obligation shall be
deemed to be the aggregate liability in respect thereof as recorded on the balance sheet of
the Company and its Subsidiaries in accordance with Agreement Accounting Principles.



     “Electronic Delivery” is defined in Section 7.1(a).



     “Elevated Ratio”is defined in Section 10.1.



     “Environmental Laws” means any and all Federal, state, local, and foreign statutes, laws,
regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants,
franchises, licenses, agreements or governmental restrictions relating to pollution and the
protection of the environment or the release of any materials into the environment, including but
not limited to those related to Hazardous Materials.



     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to
time, and the rules and regulations promulgated thereunder from time to time in effect.



     “ERISA Affiliate” means any trade or business (whether or not incorporated) that is treated as
a single employer together with the Company under section 414 of the Code.



     “Event of Default” is defined in Section 11.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended.



     “Execution Date” is defined in Section 3.



     “Fair Market Value” means, at any time and with respect to any property, the sale value of
such property that would be realized in an arm’s-length sale at such time between an informed and
willing buyer and an informed and willing seller (neither being under a compulsion to buy or sell),
as reasonably determined in the good faith opinion of the Company’s board of directors.



     “Funded Indebtedness” means, as to any Person at a particular time, without duplication, all
of the following, whether or not included as indebtedness or liabilities in accordance with
Agreement Accounting Principles:




     (a) all obligations for borrowed money, whether current or long-term and all
obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other
similar instruments;




     (b) all purchase money Indebtedness;



B-5









 






     (c) all obligations arising under letters of credit (including standby), bankers’
acceptances, bank guaranties, surety bonds and similar instruments (for the avoidance of
doubt, this clause (c) shall not be deemed to include performance bonds);




     (d) all obligations in respect of the deferred purchase price of property or services
(other than trade accounts payable in the ordinary course of business), including without
limitation, any Earn Out Obligations;




     (e) the Attributable Indebtedness of Capital Leases and Synthetic Leases;




     (f) the Attributable Indebtedness of Securitization Transactions;




     (g) all preferred stock or other equity interests providing for mandatory redemptions,
sinking fund or like payments prior to the last scheduled maturity of the Notes; and




     (h) all Guarantees with respect to Indebtedness of the types specified in clauses (a)
through (g) above of another Person; and




     (i) all Indebtedness of the types referred to in clauses (a) through (h) above of any
partnership or joint venture (other than a joint venture that is itself a corporation or
limited liability company) in which such Person is a general partner or joint venturer,
except to the extent such Indebtedness is expressly made non-recourse to such Person.



     For purposes hereof, (x) the amount of any obligation arising under letters of credit
(including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar
instruments shall be the maximum amount available to be drawn thereunder and (y) the amount of any
Guarantee shall be the amount of the Indebtedness subject to such Guarantee.



     “GAAP” means those generally accepted accounting principles as in effect from time to time in
the United States of America.



     “Governmental Authority” means




     (a) the government of




     (i) the United States of America or any state or other political subdivision
thereof, or




     (ii) any jurisdiction in which the Company or any Subsidiary conducts all or
any part of its business, or which has jurisdiction over any properties of the
Company or any Subsidiary, or




     (b) any entity exercising executive, legislative, judicial, regulatory or
administrative functions of, or pertaining to, any such government.



B-6









 





     “Government Obligations” shall mean direct obligations of the United States of America or any
agency or instrumentality of the United States of America, the payment or guarantee of which
constitutes a full faith and credit obligation of the United States of America.



     “Guarantee” means, as to any Person, (a) any obligation, contingent or otherwise, of such
Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other
obligation payable or performable by another Person (the “primary obligor”) in any manner, and
including any obligation of such Person, (i) to purchase or pay (or advance or supply funds for the
purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property,
securities or services for the purpose of assuring the obligee in respect of such Indebtedness or
other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to
maintain working capital, equity capital or any other financial statement condition or liquidity or
level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such
Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other
manner the obligee in respect of such Indebtedness or other obligation of the payment or
performance thereof or to protect such obligee against loss in respect thereof (in whole or in
part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation
of any other Person, whether or not such Indebtedness or other obligation is assumed by such
Person. The amount of any Guarantee shall be deemed to be an amount equal to the stated or
determinable amount of the related primary obligation, or portion thereof, in respect of which such
Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability
in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as
a verb has a corresponding meaning.



     “Hazardous Material” means any and all pollutants, toxic or hazardous wastes or other
substances that might pose a hazard to health and safety, the removal of which may be required or
the generation, manufacture, refining, production, processing, treatment, storage, handling,
transportation, transfer, use, disposal, release, discharge, spillage, seepage or filtration of
which is or shall be restricted, prohibited or penalized by any applicable law including, but not
limited to, asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, petroleum,
petroleum products, lead based paint, radon gas or similar restricted, prohibited or penalized
substances.



     “holder” means, with respect to any Note, the Person in whose name such Note is registered in
the register maintained by the Company pursuant to Section 13.1.



     “Indebtedness” means, as to any Person at any time, without duplication, all items which
would, in conformity with Agreement Accounting Principles, be classified as indebtedness on a
balance sheet of such Person at such time, as well as the following, whether or not included as
indebtedness or liabilities in accordance with Agreement Accounting Principles:




     (a) all Funded Indebtedness;




     (b) net obligations under any Swap Contract;



B-7









 






     (c) all Guarantees with respect to outstanding Indebtedness of the types specified in
clauses (a) and (b) above of any other Person; and




     (d) all Indebtedness of the types referred to in clauses (a) through (c) above of any
partnership or joint venture (other than a joint venture that is itself a corporation or
limited liability company) in which the Company or a Subsidiary is a general partner or
joint venturer, unless such Indebtedness is expressly made non-recourse to the Company or
such Subsidiary.



     For purposes hereof (y) the amount of any net obligation under any Swap Contract on any date
shall be deemed to be the Swap Termination Value thereof as of such date and (z) the amount of any
Guarantee shall be the amount of the Indebtedness subject to such Guarantee.



     “Institutional Investor” means (a) any original purchaser of a Note, (b) any holder of more
than $2,000,000 of the aggregate principal amount of the Notes then outstanding, and (c) any bank,
trust company, savings and loan association or other financial institution, any pension plan, any
investment company, any insurance company, any broker or dealer, or any other similar financial
institution or entity, regardless of legal form.



     “Interest Rate Adjustment” means 0.50% per annum.



     “Interest Rate Adjustment Period” means the entirety of any fiscal quarter at the end of which
the Consolidated Leverage Ratio exceeds 3.25 to 1.00. For the avoidance of doubt, an Interest Rate
Adjustment Period shall include the entire applicable fiscal quarter, notwithstanding that the
Consolidated Leverage Ratio did not exceed 3.25 to 1.00 until the end of such fiscal quarter.



     “Lien” means, with respect to any Person, any mortgage, lien, pledge, charge, security
interest or other encumbrance, or any interest or title of any vendor, lessor, lender or other
secured party to or of such Person under any conditional sale or other title retention agreement
(other than an operating lease) or Capital Lease, upon or with respect to any property or asset of
such Person.



     “Make-Whole Amount” shall have the meaning set forth in Section 8.6 with respect to any Note.



     “Material” means material in relation to the business, operations, affairs, financial
condition, assets, or properties of the Company and its Subsidiaries taken as a whole.



     “Material Adverse Effect” means a material adverse effect on (a) the business, operations,
affairs, financial condition, assets or properties of the Company and its Subsidiaries taken as a
whole, or (b) the ability of the Company and the Subsidiary Guarantors, taken as a whole, to
perform their obligations under this Agreement, the Notes and the Subsidiary Guaranty or (c) the
validity or enforceability of this Agreement, the Notes or the Subsidiary Guaranty.



B-8









 





     “Material Subsidiary” means, at any time, any Subsidiary of the Company which, together with
all other Subsidiaries of such Subsidiary, accounts for more than (i) 10% of the consolidated
assets of the Company and its Subsidiaries or (ii) 10% of consolidated revenue of the Company and
its Subsidiaries.



     “Memorandum” is defined in Section 5.3.



     “Multiemployer Plan” means any Plan that is a “multiemployer plan” (as such term is defined in
Section 4001(a)(3) of ERISA).



     “NAIC” means the National Association of Insurance Commissioners or any successor thereto.



     “Notes” is defined in Section 1.



     “Officer’s Certificate” means a certificate of a Senior Financial Officer or of any other
officer of the Company whose responsibilities extend to the subject matter of such certificate.



     “PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA or any
successor thereto.



     “Person” means an individual, partnership, corporation, limited liability company,
association, trust, unincorporated organization, business entity or a Government Authority.



     “Plan” means an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is or,
within the preceding five years, has been established or maintained, or to which contributions are
or, within the preceding five years, have been made or required to be made, by the Company or any
ERISA Affiliate or with respect to which the Company or any ERISA Affiliate may have any liability.



     “Priority Indebtedness” means (without duplication), as of the date of any determination
thereof, the sum of (i) all unsecured Indebtedness of Subsidiaries (including all Guarantees of
Indebtedness of the Company but excluding (x) Indebtedness owing to the Company or any other
Subsidiary, (y) Indebtedness outstanding at the time such Person became a Subsidiary, provided that
such Indebtedness shall have not been incurred in contemplation of such person becoming a
Subsidiary, and (z) all Subsidiary Guarantees and all Indebtedness of any Subsidiary which has also
guaranteed the Notes) and (ii) all Indebtedness of the Company and its Subsidiaries secured by
Liens other than Indebtedness secured by (x) Liens permitted by subparagraphs (a) through (t),
inclusive, of Section 10.4. or (y) Liens as to which the Company or such Subsidiary has made, or
caused to be made, effective provision whereby the Notes are equally and ratably secured with the
other obligations thereby secured in accordance with Section 10.4.



     “property” or “properties” means, unless otherwise specifically limited, real or personal
property of any kind, tangible or intangible, choate or inchoate.



B-9









 





     “Proposed Prepayment Date” has the meaning set forth in Section 8.7(c) hereof.



     “Purchasers” means the purchasers of the Notes named in Schedule A hereto.



     “QPAM Exemption” means Prohibited Transaction Class Exemption 84-14 issued by the United
States Department of Labor.



     “Qualified Institutional Buyer” means any Person who is a qualified institutional buyer within
the meaning of such term as set forth in Rule 144(a)(1) under the Securities Act.



     “Ratable Portion” means, with respect to any Note, an amount equal to the product of (x) the
amount equal to the net proceeds being so applied to the prepayment of Senior Indebtedness in
accordance with Section 10.5(2), multiplied by (y) a fraction the numerator of which is the
outstanding principal amount of such Note and the denominator of which is the aggregate principal
amount of Senior Indebtedness of the Company and its Subsidiaries being prepaid pursuant to Section
10.5(2).



     “Required Holders” means, at any time, the holders of not less than 51% in principal amount of
the Notes at the time outstanding (exclusive of Notes then owned by the Company or any of its
Affiliates and any Notes held by parties who are contractually required to abstain from voting with
respect to matters affecting the holders of the Notes).



     “Responsible Officer” means any Senior Financial Officer and any other officer of the Company
with responsibility for the administration of the relevant portion of this Agreement.



     “SEC” shall mean the Securities and Exchange Commission of the United States, or any successor
thereto.



     “Securities Act” means the Securities Act of 1933, as amended from time to time.



     “Securitization Transaction” means any financing transaction or series of financing
transactions (including factoring arrangements) pursuant to which the Company or any Subsidiary may
sell, convey or otherwise transfer, or grant a security interest in, accounts, payments,
receivables, rights to future lease payments or residuals or similar rights to payment to a special
purpose subsidiary or affiliate of the Company.



     “Senior Indebtedness” means, as of the date of any determination thereof, all Consolidated
Indebtedness, other than Subordinated Indebtedness.



     “Senior Financial Officer” means the chief financial officer, principal accounting officer,
treasurer or controller of the Company.



     “Series” means any series of Notes issued pursuant to this Agreement.



     “Series A Notes” is defined in Section 1 of this Agreement.



B-10









 





     “Series B Notes” is defined in Section 1 of this Agreement.



     “Series C Notes” is defined in Section 1 of this Agreement.



     “Subordinated Indebtedness” means all unsecured Indebtedness of the Company which shall
contain or have applicable thereto subordination provisions providing for the subordination
thereof to other Indebtedness of the Company (including, without limitation, the obligations
of the Company under this Agreement or the Notes).



     “Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability
company or other business entity of which a majority of the shares of Capital Stock having ordinary
voting power for the election of directors or other governing body (other than Capital Stock having
such power only by reason of the happening of a contingency) are at the time beneficially owned, or
the management of which is otherwise controlled, directly, or indirectly through one or more
intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a
“Subsidiary” shall refer to a Subsidiary of the Company.



     “Subsidiary Guarantor” means each Subsidiary which is party to the Subsidiary Guaranty.



     “Subsidiary Guaranty” is defined in Section 2.2 of this Agreement.



     “Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative
transactions, forward rate transactions, commodity swaps, commodity options, forward commodity
contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or
options or forward bond or forward bond price or forward bond index transactions, interest rate
options, forward foreign exchange transactions, cap transactions, floor transactions, collar
transactions, currency swap transactions, cross-currency rate swap transactions, currency options,
spot contracts, or any other similar transactions or any combination of any of the foregoing
(including any options to enter into any of the foregoing), whether or not any such transaction is
governed by or subject to any master agreement, and (b) any and all transactions of any kind, and
the related confirmations, which are subject to the terms and conditions of, or governed by, any
form of master agreement published by the International Swaps and Derivatives Association, Inc.,
any International Foreign Exchange Master Agreement, or any other master agreement (any such master
agreement, together with any related schedules, a “Master Agreement”), including any such
obligations or liabilities under any Master Agreement.



     “Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking
into account the effect of any legally enforceable netting agreement relating to such Swap
Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and
termination value(s) determined in accordance therewith, such termination value(s), and (b) for any
date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market
value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily
available quotations provided by any recognized dealer in such Swap Contracts.



B-11









 





     “SVO” means the Securities Valuation Office of the NAIC or any successor to such Office.



     “Synthetic Lease” means any synthetic lease, tax retention operating lease, off-balance sheet
loan or similar off-balance sheet financing arrangement whereby the arrangement is
considered borrowed money indebtedness for tax purposes but is classified as an operating
lease or does not otherwise appear on the balance sheet under Agreement Accounting Principles.



     “UCC” means the Uniform Commercial Code as in effect in any applicable jurisdiction.



     “USA Patriot Act” means United States Public Law 107-56, Uniting and Strengthening America by
Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of
2001, as amended from time to time, and the rules and regulations promulgated thereunder from time
to time in effect.



     “Voting Stock” means, with respect to any Person, Capital Stock issued by such Person, the
holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election
of directors (or persons performing similar functions) of such Person, even though the right so to
vote has been suspended by the happening of such a contingency.



     “Wholly Owned Subsidiary” means, at any time, any Subsidiary one hundred percent of all of the
equity interests (except directors’ qualifying shares) and voting interests of which are owned by
any one or more of the Company and the Company’s other Wholly Owned Subsidiaries at such time.



B-12









 





 [Form of Series A Note]




     This Note has not been registered pursuant to the Securities Act of 1933, as amended, or
under the securities laws of any state. This Note may be offered or sold only if registered under
applicable securities laws or if an exemption from such registration is available. This Note is
subject to certain additional restrictions on transfer set forth in the Note Purchase Agreement
(defined below).



Teledyne Technologies Incorporated




4.04% Senior Note, Series A, due September 15, 2015



			
	No. [                    ]
	 	[Date]
	$[                             ]
	 	PPN 879360 A*6






     For Value Received, the undersigned, Teledyne Technologies Incorporated
(herein called the “Company”), a corporation organized and existing under the laws of the State of
Delaware, hereby promises to pay to [                                                            ] or registered assigns, the principal
sum of [                                        ] Dollars (or so much thereof as shall not have been prepaid) on
September 15, 2015 with interest (computed on the basis of a 360-day year of twelve 30-day months)
(a) on the unpaid balance hereof at the rate equal to 4.04% per annum, as may be adjusted pursuant
to the terms of the hereinafter defined Note Purchase Agreement, from the date hereof, payable
semi-annually, (i) with respect to the stated rate of interest, on the 15th day of March
and September in each year and at maturity and (ii) with respect to the Interest Rate Adjustment
(if any), on the 15th day of September and March next succeeding the Company’s election to apply
the Elevated Ratio (as defined in the Note Purchase Agreement) and at maturity, in each case,
commencing on March 15, 2011, until the principal hereof shall have become due and payable, and (b)
to the extent permitted by law, at a rate per annum from time to time equal to 2% above the
Applicable Interest Rate, on any overdue payment of interest and, during the continuance of an
Event of Default, on the unpaid balance hereof and on any overdue payment of any Make-Whole Amount,
payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand).



     Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are
to be made in lawful money of the United States of America at the principal office of Banc of
America Securities LLC in New York, New York or at such other place as the Company shall have
designated by written notice to the holder of this Note as provided in the Note Purchase Agreement
referred to below.



     This Note is one of a series of Senior Notes (herein called the “Notes”) issued pursuant to
the Note Purchase Agreement, dated as of May 12, 2010 (as from time to time amended, supplemented
or modified, the “Note Purchase Agreement”), between the Company and the respective Purchasers
named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by
its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20
of the Note Purchase Agreement and (ii) made the



Exhibit 1(a)

(to Note Purchase Agreement)



 









 




representations set forth in Section 6.3 of the Note Purchase Agreement, provided, that in lieu of such representation
in Section 6.3, such holder may (in reliance upon information provided by the Company, which shall
not be unreasonably withheld) make a representation to the effect that the purchase by any holder
of any Note will not constitute a non-exempt prohibited transaction under section 406(a) of ERISA.
Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings
ascribed to such terms in the Note Purchase Agreement.




     This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender
of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of
transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized
in writing, a new Note for a like principal amount will be issued to, and registered in the name
of, the transferee. Prior to due presentment for registration of transfer, the Company may treat
the person in whose name this Note is registered as the owner hereof for the purpose of receiving
payment and for all other purposes, and the Company will not be affected by any notice to the
contrary.



     This Note is subject to optional prepayment, in whole or from time to time in part, at the
times and on the terms specified in the Note Purchase Agreement, but not otherwise.



     Pursuant to the Subsidiary Guaranty Agreement dated as of September [___], 2010 (as amended,
restated or otherwise modified from time to time, the “Subsidiary Guaranty”), certain Subsidiaries
of the Company have absolutely and unconditionally guaranteed payment in full of the principal of,
Make-Whole Amount, if any, and interest on this Note and the performance by the Company of its
obligations contained in the Note Purchase Agreement all as more fully set forth in said Subsidiary
Guaranty.



     If an Event of Default, as defined in the Note Purchase Agreement, occurs and is continuing,
the principal of this Note may be declared or otherwise become due and payable in the manner, at
the price (including any applicable Make-Whole Amount) and with the effect provided in the Note
Purchase Agreement.



     This Note shall be construed and enforced in accordance with, and the rights of the issuer and
holder hereof shall be governed by, the law of the State of New York excluding choice-of-law
principles of the law of such State that would require the application of the laws of a
jurisdiction other than such State.



	 	 	 	 	 
	 	Teledyne Technologies Incorporated

 	 
	 	By  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



E-1(a)-2



 









 





[Form of Series B Note]





     This Note has not been registered pursuant to the Securities Act of 1933, as amended, or
under the securities laws of any state. This Note may be offered or sold only if registered under
applicable securities laws or if an exemption from such registration is available. This Note is
subject to certain additional restrictions on transfer set forth in the Note Purchase Agreement
(defined below).



Teledyne Technologies Incorporated




4.74% Senior Note, Series B, due September 15, 2017



			
	No. [                    ]
	 	[Date]
	$[                              ]
	 	PPN 879360 A@4






     For Value Received, the undersigned, Teledyne Technologies Incorporated
(herein called the “Company”), a corporation organized and existing under the laws of the State of
Delaware, hereby promises to pay to [                                                            ] or registered assigns, the principal
sum of [                                        ] Dollars (or so much thereof as shall not have been prepaid) on
September 15, 2017 with interest (computed on the basis of a 360-day year of twelve 30-day months)
(a) on the unpaid balance hereof at the rate equal to 4.74% per annum, as may be adjusted pursuant
to the terms of the hereinafter defined Note Purchase Agreement, from the date hereof, payable
semi-annually, (i) with respect to the stated rate of interest, on the 15th day of March
and September in each year and at maturity and (ii) with respect to the Interest Rate Adjustment
(if any), on the 15th day of September and March next succeeding the Company’s election to apply
the Elevated Ratio (as defined in the Note Purchase Agreement) and at maturity, in each case,
commencing on March 15, 2011, until the principal hereof shall have become due and payable, and (b)
to the extent permitted by law, at a rate per annum from time to time equal to 2% above the
Applicable Interest Rate, on any overdue payment of interest and, during the continuance of an
Event of Default, on the unpaid balance hereof and on any overdue payment of any Make-Whole Amount,
payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand).



     Payments of principal of, interest on and any prepayment premium with respect to this Note are
to be made in lawful money of the United States of America at the principal office of Banc of
America Securities LLC in New York, New York or at such other place as the Company shall have
designated by written notice to the holder of this Note as provided in the Note Purchase Agreement
referred to below.



     This Note is one of a series of Senior Notes (herein called the “Notes”) issued pursuant to
the Note Purchase Agreement, dated as of May 12, 2010 (as from time to time amended, supplemented
or modified, the “Note Purchase Agreement”), between the Company and the respective Purchasers
named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by
its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20
of the Note Purchase Agreement and (ii) made the



Exhibit 1(b)

(to Note Purchase Agreement)



 









 




representations set forth in Section 6 of the Note Purchase Agreement, provided, that in lieu of such representation in
Section 6.3, such holder may (in reliance upon information provided by the Company, which shall not
be unreasonably withheld) make a representation to the effect that the purchase by any holder of
any Note will not constitute a non-exempt prohibited transaction under section 406(a) of ERISA.
Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings
ascribed to such terms in the Note Purchase Agreement.




     This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender
of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of
transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized
in writing, a new Note for a like principal amount will be issued to, and registered in the name
of, the transferee. Prior to due presentment for registration of transfer, the Company may treat
the person in whose name this Note is registered as the owner hereof for the purpose of receiving
payment and for all other purposes, and the Company will not be affected by any notice to the
contrary.



     This Note is subject to optional prepayment, in whole or from time to time in part, at the
times and on the terms specified in the Note Purchase Agreement, but not otherwise.



     Pursuant to the Subsidiary Guaranty Agreement dated as of September [___], 2010 (as amended,
restated or otherwise modified from time to time, the “Subsidiary Guaranty”), certain Subsidiaries
of the Company have absolutely and unconditionally guaranteed payment in full of the principal of,
Prepayment Premium, if any, and interest on this Note and the performance by the Company of its
obligations contained in the Note Purchase Agreement all as more fully set forth in said Subsidiary
Guaranty.



     If an Event of Default, as defined in the Note Purchase Agreement, occurs and is continuing,
the principal of this Note may be declared or otherwise become due and payable in the manner, at
the price (including any applicable Make-Whole Amount) and with the effect provided in the Note
Purchase Agreement.



     This Note shall be construed and enforced in accordance with, and the rights of the issuer and
holder hereof shall be governed by, the law of the State of New York excluding choice-of-law
principles of the law of such State that would require the application of the laws of a
jurisdiction other than such State.



	 	 	 	 	 
	 	Teledyne Technologies Incorporated

 	 
	 	By  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



E-1(b)-2



 









 





[Form of Series C Note]





     This Note has not been registered pursuant to the Securities Act of 1933, as amended, or
under the securities laws of any state. This Note may be offered or sold only if registered under
applicable securities laws or if an exemption from such registration is available. This Note is
subject to certain additional restrictions on transfer set forth in the Note Purchase Agreement
(defined below).



Teledyne Technologies Incorporated




5.30% Senior Note, Series C, due September 15, 2020



			
	No. [                    ]
	 	[Date]
	$[                              ]
	 	PPN 879360 A#2






     For Value Received, the undersigned, Teledyne Technologies Incorporated
(herein called the “Company”), a corporation organized and existing under the laws of the State of
Delaware, hereby promises to pay to [                                                            ] or registered assigns, the principal
sum of [                                        ] Dollars (or so much thereof as shall not have been prepaid) on
September 15, 2020 with interest (computed on the basis of a 360-day year of twelve 30-day months)
(a) on the unpaid balance hereof at the rate equal to 5.30% per annum, as may be adjusted pursuant
to the terms of the hereinafter defined Note Purchase Agreement, from the date hereof, payable
semi-annually, (i) with respect to the stated rate of interest, on the 15th day of March
and September in each year and at maturity and (ii) with respect to the Interest Rate Adjustment
(if any), on the 15th day of September and March next succeeding the Company’s election to apply
the Elevated Ratio (as defined in the Note Purchase Agreement) and at maturity, in each case,
commencing on March 15, 2011, until the principal hereof shall have become due and payable, and (b)
to the extent permitted by law, at a rate per annum from time to time equal to 2% above the
Applicable Interest Rate, on any overdue payment of interest and, during the continuance of an
Event of Default, on the unpaid balance hereof and on any overdue payment of any Make-Whole Amount,
payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand).



     Payments of principal of, interest on and any prepayment premium with respect to this Note are
to be made in lawful money of the United States of America at the principal office of Banc of
America Securities LLC in New York, New York or at such other place as the Company shall have
designated by written notice to the holder of this Note as provided in the Note Purchase Agreement
referred to below.



     This Note is one of a series of Senior Notes (herein called the “Notes”) issued pursuant to
the Note Purchase Agreement, dated as of May 12, 2010 (as from time to time amended, supplemented
or modified, the “Note Purchase Agreement”), between the Company and the respective Purchasers
named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by
its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20
of the Note Purchase Agreement and (ii) made the



Exhibit 1(c)

(to Note Purchase Agreement)



 









 




representations set forth in Section 6 of the Note Purchase Agreement, provided, that in lieu of the representation in
Section 6.3, such holder may (in reliance upon information provided by the Company, which shall not
be unreasonably withheld) make a representation to the effect that the purchase by any holder of
any Note will not constitute a non-exempt prohibited transaction under section 406(a) of ERISA.
Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings
ascribed to such terms in the Note Purchase Agreement.




     This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender
of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of
transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized
in writing, a new Note for a like principal amount will be issued to, and registered in the name
of, the transferee. Prior to due presentment for registration of transfer, the Company may treat
the person in whose name this Note is registered as the owner hereof for the purpose of receiving
payment and for all other purposes, and the Company will not be affected by any notice to the
contrary.



     This Note is subject to optional prepayment, in whole or from time to time in part, at the
times and on the terms specified in the Note Purchase Agreement, but not otherwise.



     Pursuant to the Subsidiary Guaranty Agreement dated as of September  , 2010 (as amended,
restated or otherwise modified from time to time, the “Subsidiary Guaranty”), certain Subsidiaries
of the Company have absolutely and unconditionally guaranteed payment in full of the principal of,
Prepayment Premium, if any, and interest on this Note and the performance by the Company of its
obligations contained in the Note Purchase Agreement all as more fully set forth in said Subsidiary
Guaranty.



     If an Event of Default, as defined in the Note Purchase Agreement, occurs and is continuing,
the principal of this Note may be declared or otherwise become due and payable in the manner, at
the price (including any applicable Make-Whole Amount) and with the effect provided in the Note
Purchase Agreement.



     This Note shall be construed and enforced in accordance with, and the rights of the issuer and
holder hereof shall be governed by, the law of the State of New York excluding choice-of-law
principles of the law of such State that would require the application of the laws of a
jurisdiction other than such State.



	 	 	 	 	 
	 	Teledyne Technologies Incorporated

 	 
	 	By  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



E-1(c)-2