THIRD AMENDMENT
TO
CREDIT AGREEMENT
DATED AS OF MARCH 14, 2003
This THIRD AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is among
TELEDYNE TECHNOLOGIES INCORPORATED, a Delaware corporation ("TTI"), the
financial institutions and other entities party to the Credit Agreement referred
to below as Lenders (the "Lenders"), and BANK OF AMERICA, N.A., as
Administrative Agent (in such capacity, the "Administrative Agent"), Issuing
Lender and Swing Line Lender under such Credit Agreement.
PRELIMINARY STATEMENTS:
1. Reference is made to the Credit Agreement dated as of October 29,
1999 among Allegheny Teledyne Incorporated, a Delaware corporation, TTI, the
Lenders, Mellon Bank, N.A. and JPMorgan Chase Bank, as Syndication Agents, The
Bank of New York, Bank One, NA and National City Bank of Pennsylvania, as
Co-Agents and Bank of America, N.A., as Administrative Agent, Issuing Lender and
Swing Line Lender, as amended by the First Amendment to Credit Agreement dated
as of November 10, 1999 and the Second Amendment to Credit Agreement dated as of
July 28, 2000 (as so amended, the "Credit Agreement"). Capitalized terms used
and not otherwise defined herein have the meanings set forth in the Credit
Agreement.
2. TTI has requested an amendment to Section 7.06(iii) of the Credit
Agreement and the Required Lenders have agreed, subject to the provisions of
this Amendment, to amend the Credit Agreement as set forth herein.
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree, intending to be legally bound, as
follows:
SECTION 1. AMENDMENTS TO CREDIT AGREEMENT. Effective as of the Amendment
Effective Date (as defined in Section 3 hereof), the Credit Agreement is hereby
amended as follows:
(a) Section 7.06(iii) of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:
"(iii) from and after the TTI Closing Date, TTI and its Subsidiaries may
make dividends and other distributions payable solely in cash and may
purchase, redeem or retire any of its capital stock of any class,
including any warrants, rights or options to purchase or
- 1 -
acquire any shares of its capital stock, in an aggregate amount not to
exceed an amount equal to 25% of cumulative Consolidated Net Income
since the TTI Closing Date."
SECTION 2. AMENDMENT FEE. TTI shall pay to the Administrative Agent for
the account of each Lender approving this Amendment by 3:00 P.M. (Pacific time)
on March 14, 2003 an amendment fee equal to 15 basis points of such Lender's
Commitment after giving effect to this Amendment.
SECTION 3. CONDITIONS TO EFFECTIVENESS. The amendments set forth herein
shall become effective on the date (the "Amendment Effective Date") on which the
Administrative Agent shall have executed this Amendment, shall have received
counterparts of this Amendment executed by TTI and the Required Lenders, and
shall have received the amendment fee referred to in Section 2 hereof.
SECTION 4. REPRESENTATIONS AND WARRANTIES. TTI represents and warrants
as follows:
(a) AUTHORITY. TTI has the requisite corporate power and authority to
execute and deliver this Amendment and to perform its obligations hereunder and
under the Loan Documents (in each case as modified hereby) to which it is a
party. The execution, delivery and performance by TTI of this Amendment and the
performance by each Borrower Party of each Loan Document (in each case as
modified hereby) to which it is a party have been duly approved by all necessary
corporate action of such Borrower Party and no other corporate proceedings on
the part of such Borrower Party are necessary to consummate such transactions.
(b) ENFORCEABILITY. This Amendment has been duly executed and delivered
by TTI. This Amendment and each Loan Document (in each case as modified hereby)
is the legal, valid and binding obligation of each Borrower Party party hereto
and thereto, enforceable against such Borrower Party in accordance with its
terms, and is in full force and effect.
(c) NO LEGAL BAR. The execution, delivery, and performance by each
Borrower Party of this Amendment and the consummation of the transactions
contemplated hereby do not and will not (a) violate or conflict with, or result
in a breach of, or require any consent under (i) any Organization Documents of
such Borrower Party or any of its Subsidiaries, (ii) any applicable Laws, rules,
or regulations or any order, writ, injunction, or decree of any Governmental
Authority or arbitrator, or (iii) any Contractual Obligation of such Borrower
Party or any of its Subsidiaries or by which any of them or any of their
property is bound or subject, (b) constitute a default under any such
Contractual Obligation, or (c) result in, or require, the creation or imposition
of any Lien on any of the properties of such Borrower Party or any of its
Subsidiaries.
(d) REPRESENTATIONS AND WARRANTIES. The representations and warranties
contained in each Loan Document executed and delivered on the Signing Date and
(except to the extent that such representations and warranties specifically
refer to any earlier date) are true and correct on and as of the date hereof as
though made on and as of the date hereof and will be true and correct on and as
of the Amendment Effective Date as though made on and as of such date.
- 2 -
(e) NO DEFAULT. After giving effect to this Amendment, no event has
occurred and is continuing that constitutes a Default or Event of Default under
any Loan Document executed and delivered on the Signing Date.
SECTION 5. REFERENCE TO AND EFFECT ON THE LOAN DOCUMENTS AND THE CREDIT
DOCUMENTS.
(a) Upon and after the effectiveness of this Amendment, each reference
in the Credit Agreement to "this Agreement", "hereunder", "hereof" or words of
like import referring to the Credit Agreement, and each reference in the other
Loan Documents to "the Credit Agreement", "thereunder", "thereof" or words of
like import referring to the Credit Agreement, shall mean and be a reference to
the Credit Agreement as modified hereby.
(b) Except as specifically modified above, the Credit Agreement and the
other Loan Documents executed and delivered on the Signing Date are and shall
continue to be in full force and effect and are hereby in all respects ratified
and confirmed.
(c) The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as a waiver of any right,
power or remedy of the Administrative Agent or the Lenders under any of the Loan
Documents, nor constitute a waiver of any provision of any of the Loan
Documents.
SECTION 6. COSTS, EXPENSES AND TAXES. TTI agrees (a) to pay or reimburse
Administrative Agent for all reasonable costs and expenses incurred in
connection with the development, preparation, negotiation and execution of this
Amendment and any other documents prepared in connection herewith, and the
consummation and administration of the transactions contemplated hereby,
including reasonable Attorney Costs, and (b) to pay or reimburse Administrative
Agent and each Lender for all costs and expense incurred in connection with any
refinancing, restructuring, reorganization (including a bankruptcy
reorganization) and enforcement or attempted enforcement, or preservation of any
rights under this Amendment, and any other documents prepared in connection
herewith, or in connection with any refinancing, or restructuring of any such
documents in the nature of a "workout" or of any insolvency or bankruptcy
proceeding, including all Attorney Costs. The foregoing costs and expenses shall
include all (and, in the case of clause (a) of the immediately preceding
sentence only, all reasonable) search, filing, recording, title insurance and
appraisal charges and fees and taxes related thereto, and (and, in the case of
clause (a) of the immediately preceding sentence only, all reasonable) other
out-of-pocket expenses incurred by Administrative Agent and the cost of
independent public accountants and other outside experts retained by
Administrative Agent or any Lender. Such costs and expenses shall also include
administrative costs of Administrative Agent reasonably attributable to the
administration of the Loan Documents (as modified hereby). Any amount payable by
TTI under this Section shall bear interest from the second Business Day
following the date of demand for payment at the Default Rate, unless waived by
Administrative Agent. The agreements in this Section shall survive repayment of
all Obligations.
- 3 -
SECTION 7. COUNTERPARTS. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed to be an original and all
of which taken together shall constitute but one and the same agreement.
Delivery of an executed counterpart of a signature page to this Amendment by
telefacsimile shall be effective as delivery of a manually executed counterpart
of this Amendment.
SECTION 8. GOVERNING LAW. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.
[Signature Pages Follow]
- 4 -
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first written above.
TELEDYNE TECHNOLOGIES INCORPORATED
By: /s/ Robert J. Naglieri
-----------------------------------
Name: Robert J. Naglieri
---------------------------------
Title: Senior Vice President and
---------------------------------
Chief Financial Officer
---------------------------------
BANK OF AMERICA, N.A.
as Administrative Agent
By: /s/ Kevin F. Sullivan
-----------------------------------
Name: Kevin F. Sullivan
---------------------------------
Title: Managing Director
---------------------------------
MELLON BANK, N.A.,
as Syndication Agent and Lender
By: /s/ J. Cate
------------------------------------
Name: J. Cate
---------------------------------
Title: Vice President
---------------------------------
JPMORGAN CHASE BANK (f/k/a The Chase
Manhattan Bank), as Syndication Agent
and Lender
By: /s/ Richard C. Smith
-----------------------------------
Name: Richard C. Smith
---------------------------------
Title: Vice President
---------------------------------
THE BANK OF NEW YORK,
as Co-Agent and Lender
By: /s/ Elizabeth T. Ying
------------------------------------
Name: Elizabeth T. Ying
---------------------------------
Title: Vice President
---------------------------------
BANK ONE, N.A.,
as Co-Agent and Lender
By: /s/ Glenn A. Currin
------------------------------------
Name: Glenn A. Currin
---------------------------------
Title: Managing Director
---------------------------------
NATIONAL CITY BANK OF PENNSYLVANIA,
as Co-Agent and Lender
By: /s/ Anthony J. Leone
-----------------------------------
Name: Anthony J. Leone
---------------------------------
Title: Banking Officer
---------------------------------
BANK OF TOKYO -- MITSUBISHI TRUST
COMPANY, as Lender
By: /s/ Richard L. Van de Berghe, Jr.
-----------------------------------
Name: Richard L. Van de Berghe, Jr.
---------------------------------
Title: Vice President
---------------------------------
MIZUHO CORPORATE BANK, LTD. (f/k/a The
Fuji Bank, Limited), as Lender
By: /s/ Kazuaki Kitabatake
-----------------------------------
Name: Kazuaki Kitabatake
---------------------------------
Title: Deputy General Manager
---------------------------------
WACHOVIA BANK, N.A.,
as Lender
By: /s/ Jeanette A. Griffin
-----------------------------------
Name: Jeanette A. Griffin
---------------------------------
Title: Director
---------------------------------