TELEDYNE TECHNOLOGIES INC 10-Q

Item 5. Other Information Effective April 26, 2023, the Company entered into the following: a. Second Amendment to Amended and Restated Credit Agreement dated as of March 4, 2021 (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement”); b. Fourth Amendment to Amended and Restated Term Loan Credit Agreement dated as of October 30, 2019 (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “2019 Term Loan Credit Agreement”); and c. First Amendment to the Term Loan Credit Agreement dated as of March 4, 2021 (as amended, modified, extended, restated, replaced, or supplemented from time to time, “2021 Term Loan Credit Agreement,” and together with the Credit Agreement and 2019 Term Loan Credit Agreement, the “Credit Agreements”). Capitalized terms used herein without definition have the meanings provided in the amendments to the Credit Agreements. Each Credit Agreement was amended as follows: a. to replace the interest rate for Dollar denominated Loans thereunder that was previously determined as the sum of the London interbank offered rate (LIBOR) for an applicable interest period plus an Applicable Margin (determined by reference to the Company’s long-term, unsecured, senior, non-credit enhanced indebtedness ratings), with a successor rate determined by reference to the secured overnight financing rate administered by the Federal Reserve Bank of New York (SOFR) for interest periods of one, three or six months (or other period as may be agreed up to twelve months), but not less than a floor of zero, plus 0.10%, plus such Applicable Margin; b. to modify the required leverage ratio that previously required the Company as of the end of each fiscal quarter not to permit the ratio of its Consolidated Funded Indebtedness net of unencumbered cash and Cash Equivalents of the Company and its Domestic Subsidiaries in excess of $50 million to Consolidated EBITDA for the period of four 23 Table of Contents quarters then ended to exceed 3.50:1, (i) to provide that such Consolidated Funded Indebtedness may be net of all cash and Cash Equivalents of the Company and its Domestic Subsidiaries; and (ii) to permit such ratio to increase to not more than 4.00:1 for each of the four quarter ends following an Acquisition by the Company and its Subsidiaries involving consideration in an aggregate amount exceeding $100 million (compared to $50 million in the prior Credit Agreement) (and thereafter such ratio shall again revert to not greater than 3.50:1 for each quarter end following such fourth quarter end); and c. to further modify the confirmation of the parties to the Credit Agreement that the Amendment and other Loan Documents to be executed and delivered thereunder may be executed by each such party by an electronic signature. The amendments to the Credit Agreements are being filed as exhibits to this Quarterly Report on Form 10-Q and the summary above is qualified in all respects by the full language of the amendments as set forth in the exhibits. 24 Table of Contents Item 6. Exhibits (a) Exhibits Exhibit 10.1 Second Amendment to Amended and Restated Credit Agreement, dated as of April 26, 2023, by and among Teledyne Technologies Incorporated, as a borrower and guarantor, the designated borrowers party thereto, the guarantor party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent, swing line lender and L/C issuer. Exhibit 10.2 Fourth Amendment to Amended and Restated Term Loan Credit Agreement, dated as of April 26, 2023, by and among Teledyne Technologies Incorporated and Teledyne Netherlands BV, as borrowers, the guarantor party thereto and Bank of America, N.A. as administrative agent. Exhibit 10.3 First Amendment to the Term Loan Credit Agreement, dated as of April 26, 2023, by and among Teledyne Technologies Incorporated, as borrower, the lenders party thereto and Bank of America, N.A., as administrative agent. Exhibit 10.4 Change in Control Severance Agreement, dated as of September 1, 2012, by and among Teledyne Technologies Incorporated and George C. Bobb III † Exhibit 31.1 302 Certification – Robert Mehrabian Exhibit 31.2 302 Certification – Susan L. Main Exhibit 32.1 906 Certification – Robert Mehrabian Exhibit 32.2 906 Certification – Susan L. Main Exhibit 101 (INS) XBRL Instance Document Exhibit 101 (SCH) XBRL Schema Document Exhibit 101 (CAL) XBRL Calculation Linkbase Document Exhibit 101 (LAB) XBRL Label Linkbase Document XBRL Schema Document Exhibit 101 (PRE) XBRL Presentation Linkbase Document XBRL Schema Document Exhibit 101 (DEF) XBRL Definition Linkbase Document XBRL Schema Document Exhibit 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) † Denotes management contract or compensatory plan or arrangement required to be filed with this report. 25 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. TELEDYNE TECHNOLOGIES INCORPORATED DATE: April 28, 2023 By: /s/ Susan L. Main Susan L. Main, Senior Vice President and Chief Financial Officer (Principal Financial Officer and Authorized Officer) 26 Table of Contents Teledyne Technologies Incorporated Index to Exhibits Exhibit Number Description Exhibit 10.1 Second Amendment to Amended and Restated Credit Agreement, dated as of April 26, 2023, by and among Teledyne Technologies Incorporated, as a borrower and guarantor, the designated borrowers party thereto, the guarantor party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent, swing line lender and L/C issuer. Exhibit 10.2 Fourth Amendment to Amended and Restated Term Loan Credit Agreement, dated as of April 26, 2023, by and among Teledyne Technologies Incorporated and Teledyne Netherlands BV, as borrowers, the guarantor party thereto and Bank of America, N.A. as administrative agent. Exhibit 10.3 First Amendment to the Term Loan Credit Agreement, dated as of April 26, 2023, by and among Teledyne Technologies Incorporated, as borrower, the lenders party thereto and Bank of America, N.A., as administrative agent. Exhibit 10.4 Change in Control Severance Agreement, dated as of September 1, 2012, by and among Teledyne Technologies Incorporated and George C. Bobb III † Exhibit 31.1 302 Certification – Robert Mehrabian Exhibit 31.2 302 Certification – Susan L. Main Exhibit 32.1 906 Certification – Robert Mehrabian Exhibit 32.2 906 Certification – Susan L. Main Exhibit 101 (INS) XBRL Instance Document Exhibit 101 (SCH) XBRL Schema Document Exhibit 101 (CAL) XBRL Calculation Linkbase Document Exhibit 101 (DEF) XBRL Definition Linkbase Document XBRL Schema Document Exhibit 101 (LAB) XBRL Label Linkbase Document XBRL Schema Document Exhibit 101 (PRE) XBRL Presentation Linkbase Document XBRL Schema Document Exhibit 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) † Denotes management contract or compensatory plan or arrangement required to be filed with this report. 27