Teledyne Technologies (TDY) 8-K First Amendment to Credit Agreement

Exhibit 99.1

FIRST AMENDMENT TO CREDIT AGREEMENT

     THIS FIRST AMENDMENT TO CREDIT AGREEMENT dated as of March 15, 2006 (the “Amendment”) is entered into among Teledyne Technologies Incorporated, a Delaware corporation (the “Borrower”), the Guarantors, the Lenders party hereto and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).

RECITALS

     WHEREAS, the Borrower, the Guarantors, the Lenders and the Administrative Agent entered into that certain Credit Agreement dated as of June 15, 2004 (the “Credit Agreement”); and

     WHEREAS, the Borrower has requested that the Lenders amend the Credit Agreement as set forth below;

     NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

     1. Amendments. The Credit Agreement is hereby amended as follows:

          (a) Section 2.03(a)(ii) of the Credit Agreement is hereby amended to read as follows:

     (ii) The L/C Issuer shall not issue any Letter of Credit if the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date.

          (b) The proviso in the first sentence in Section 2.03(b)(iii) of the Credit Agreement is hereby amended to read as follows:

;provided that any such Auto-Extension Letter of Credit must permit the L/C Issuer to prevent any such extension by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) to be agreed upon at the time such Letter of Credit is issued.

          (c) Section 2.03(b)(iv) of the Credit Agreement is hereby amended to read as follows:

     (iv) [Intentionally Omitted]

     2. Conditions Precedent. This Amendment shall be effective upon receipt by the Administrative Agent of counterparts of this Amendment duly executed by the Borrower, the Guarantors, the Required Lenders and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender.

     3. Miscellaneous.

          (a) The Credit Agreement, and the obligations of the Loan Parties thereunder and under the other Loan Documents, are hereby ratified and confirmed and shall remain in full force and effect according to their terms.

          (b) Each Guarantor (a) acknowledges and consents to all of the terms and conditions of this Amendment, (b) affirms all of its obligations under the Loan Documents and (c) agrees that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge its obligations under the Credit Agreement or the Loan Documents.

          (c) Each Loan Party hereby represents and warrants as follows:

     (i) Each Loan Party has taken all necessary action to authorize the execution, delivery and performance of this Amendment.

     (ii) This Amendment has been duly executed and delivered by the Loan Parties and constitutes each of the Loan Parties’ legal, valid and binding obligations, enforceable in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

     (iii) No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by any Loan Party of this Amendment.

          (d) The Loan Parties represent and warrant to the Lenders that (i) the representations and warranties of the Loan Parties set forth in Article VI of the Credit Agreement and in each other Loan Document are true and correct as of the date hereof with the same effect as if made on and as of the date hereof, except to the extent such representations and warranties expressly relate solely to an earlier date, in which case they shall be true and correct as of such earlier date and (ii) no event has occurred and is continuing which constitutes a Default or an Event of Default.

          (e) This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of an executed counterpart of this Amendment by telecopy shall be effective as an original and shall constitute a representation that an executed original shall be delivered.

          (f)THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

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     Each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered as of the date first above written.

BORROWER	TELEDYNE TECHNOLOGIES INCORPORATED,
	a Delaware corporation
	By:	/s/ Dale A. Schnittjer
	Name:	Dale A. Schnittjer
	Title:	SVP & Chief Financial Officer
GUARANTORS:	TELEDYNE BROWN ENGINEERING, INC.,
	a Delaware corporation
	By:	/s/ Shelley Green
	Name:	Shelley Green
	Title:	Treasurer
	TELEDYNE CONTINENTAL MOTORS, INC.,
	a Delaware corporation
	By:	/s/ Shelley Green
	Name:
	Title:	Treasurer
	TELEDYNE INSTRUMENTS, INC.,
	a Delaware corporation
	By:	/s/ Shelley Green
	Name:
	Title:	Treasurer
	TELEDYNE ISCO, INC.,
	a Nebraska corporation
	By:	/s/ Shelley Green
	Name:
	Title:	Treasurer
	TELEDYNE WIRELESS, INC.,
	a Delaware corporation
	By:	/s/ Shelley Green
	Name:
	Title:	Treasurer

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ADMINISTRATIVE
AGENT:	BANK OF AMERICA, N.A.,
	as Administrative Agent
	By:	/s/ Tiffany Shin
	Name: Tiffany Shin
	Title: Assistant Vice President
LENDERS:	BANK OF AMERICA, N.A.,
	as a Lender, L/C Issuer and Swing Line Lender
	By:	/s/ Robert W. Troutman
	Name: ROBERT W. TROUTMAN
	Title: Managing Director
	THE BANK OF NEW YORK
	By:	/s/ Elizabeth T. Ying
	Name: Elizabeth T. Ying
	Title: Vice President
	BANK OF TOKYO-MITSUBISHI UFJ TRUST COMPANY
	By:	/s/ Linda Tam
	Name: LINDA TAM
	Title: VICE PRESIDENT
	JPMORGAN CHASE BANK., N.A.
	By:	/s/ Clara Sohan
	Name: CLARA SOHAN
	Title: VICE PRESIDENT
	MELLON BANK., N.A.
	By:	/s/ David B. Wirl
	Name: David B. Wirl
	Title: Vice President
	SUNTRUST BANK
	By:	/s/ Robert Bugbee
	Name: Robert Bugbee
	Title: Director
	COMERICA WEST INCORPORATED
	By:	/s/ Elise Walker
	Name: Elise Walker
	Title: Vice President

TELEDYNE TECHNOLOGIES INCORPORATED
FIRST AMENDMENT

WELLS FARGO BANK, N.A.
By:	/s/ Catherine Wallace
Name:	Catherine Wallace
Title:	SVP
CALYON NEW YORK BRANCH
By:	/s/ James Gibson
Name:	James Gibson
Title:	Managing Director
CALYON NEW YORK BRANCH
By:	/s/ Yuri Muzichenko
Name:	Yuri Muzichenko
Title:	Vice President
SUMITOMO MITSUI BANKING CORPORATION
By:	/s/ Yoshihiro Hyakutome
Name:	Yoshihiro Hyakutome
Title:	Joint General Manager