<PAGE> 1
SECOND AMENDMENT
TO
CREDIT AGREEMENT
DATED AS OF JULY 28, 2000
This SECOND 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 The Chase Manhattan 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 (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 the definition of the term "Qualified
Public Offering" as set forth in 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 2 hereof), the Credit Agreement is hereby
amended as follows:
(a) Section 1.01 of the Credit Agreement is hereby amended by amending and
restating the following defined term in its entirety to read as follows:
"`Qualified Public Offering' means an underwritten public offering,
that satisfies the criteria set forth in the Private Letter Ruling and the
Supplemental Letter Ruling (as defined in Section 7.13), in each case as in
effect on July 21, 2000."
(b) Section 7.13 of the Credit Agreement is hereby amended by adding the
following parenthetical at the end of such Section:
<PAGE> 2
"(it being understood and agreed that the amendment of the Private
Letter Ruling pursuant to the supplemental private letter ruling dated
July 12, 2000 (IRS Index Number 355.01-01; CC:CORP:BO5 - PLR - 111684
- 00) (referred to herein as the "Supplemental Letter Ruling") shall
not be deemed adverse to Administrative Agent or any Lender)"
SECTION 2. 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 and shall have received
counterparts of this Amendment executed by TTI and the Required Lenders.
SECTION 3. 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 (including, without limitation, the amendment of the Private Letter
Ruling pursuant to the Supplemental Private Letter Ruling) 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 (including, without limitation, any Spinoff
Document) 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
<PAGE> 3
(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 4. 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 5. 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 expenses 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.
SECTION 6. COUNTERPARTS. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which
3
<PAGE> 4
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 7. 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
<PAGE> 5
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:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
<PAGE> 6
BANK OF AMERICA, N.A.,
as Administrative Agent
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
<PAGE> 7
BANK OF AMERICA, N.A.,
as Issuing Lender, Lender and Swing Line
Lender
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
<PAGE> 8
MELLON BANK, N.A.,
as Syndication Agent and Lender
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
<PAGE> 9
THE CHASE MANHATTAN BANK,
as Syndication Agent and Lender
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
<PAGE> 10
THE BANK OF NEW YORK,
as Co-Agent and Lender
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
<PAGE> 11
BANK ONE, NA,
as Co-Agent and Lender
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
<PAGE> 12
NATIONAL CITY BANK OF PENNSYLVANIA,
as Co-Agent and Lender
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
<PAGE> 13
BANK OF TOKYO - MITSUBISHI TRUST COMPANY,
as Lender
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
<PAGE> 14
THE FUJI BANK, LIMITED,
as Lender
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
<PAGE> 15
WACHOVIA BANK, N.A.,
as Lender
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
