Exhibit 10.25 ================================================================= =============== Bank of America [LOGO] CREDIT AGREEMENT Dated as of March 22, 2002Credit Agreement • April 24th, 2002 • Flir Systems Inc • Search, detection, navagation, guidance, aeronautical sys • Oregon
Exhibit 1.1 FORM OF UNDERWRITING AGREEMENT FLIR SYSTEMS, INC. 1,500,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • December 11th, 2001 • Flir Systems Inc • Search, detection, navagation, guidance, aeronautical sys • New York
EXHIBIT 10.1 INFRAMETRICS, INC. SHAREHOLDERS AGREEMENT This Shareholders Agreement (the "Agreement") is made and entered into as of March 19, 1999, among FLIR Systems, Inc., an Oregon corporation ("Acquiror"), Inframetrics, Inc., a Delaware...Shareholder Agreement • April 14th, 1999 • Flir Systems Inc • Search, detection, navagation, guidance, aeronautical sys • Delaware
AMENDMENT TO INFRAMETRICS, INC. SHAREHOLDERS AGREEMENTShareholders Agreement • November 10th, 1999 • Flir Systems Inc • Search, detection, navagation, guidance, aeronautical sys
RECITALS:Executive Employment Agreement • October 24th, 1997 • Flir Systems Inc • Search, detection, navagation, guidance, aeronautical sys • Oregon
AGREEMENT ---------Business Loan Agreement • April 20th, 1999 • Flir Systems Inc • Search, detection, navagation, guidance, aeronautical sys
JANUARY 2001 AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 2nd, 2001 • Flir Systems Inc • Search, detection, navagation, guidance, aeronautical sys
LEASE AMENDMENTLease Amendment • March 31st, 1998 • Flir Systems Inc • Search, detection, navagation, guidance, aeronautical sys
BETWEENRights Agreement • June 11th, 1999 • Flir Systems Inc • Search, detection, navagation, guidance, aeronautical sys • Oregon
UNDERWRITING AGREEMENT June __, 1998Underwriting Agreement • May 29th, 1998 • Flir Systems Inc • Search, detection, navagation, guidance, aeronautical sys • California
INDENTURE DATED AS OF AUGUST 3, 2020 BETWEEN FLIR SYSTEMS, INC. as Issuer, AND U.S. BANK NATIONAL ASSOCIATION as Trustee Providing for Issuance of Debt Securities in SeriesIndenture • August 4th, 2020 • Flir Systems Inc • Search, detection, navagation, guidance, aeronautical sys • New York
THIS INDENTURE, dated as of August 3, 2020, between FLIR SYSTEMS, INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), and U.S. Bank National Association, as trustee (herein called the “Trustee”).
RECITALS A. The Grantor is a party to that certain Credit Agreement dated as of December 16, 1999 by and among the Grantor, the several financial institutions from time to time party thereto (the "Lenders"), and Bank of America, N.A., as ------- agent...Security Agreement • December 22nd, 1999 • Flir Systems Inc • Search, detection, navagation, guidance, aeronautical sys • Oregon
FLIR SYSTEMS, INC.Underwriting Agreement • July 22nd, 2020 • Flir Systems Inc • Search, detection, navagation, guidance, aeronautical sys • New York
The Notes will be issued pursuant to an indenture, to be dated as of August 3, 2020 (the “Base Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”). Certain terms of the Notes will be established pursuant to a supplemental indenture to the Base Indenture or pursuant to the terms of an Officers’ Certificate (as defined in the Base Indenture) (any such supplemental indenture or Officers’ Certificate together with the Base Indenture, the “Indenture”). The Notes will be issued in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”), pursuant to a Letter of Representations, to be dated on or before the Closing Date (the “DTC Agreement”), between the Company and the Depositary.
amongCredit Agreement • December 22nd, 1999 • Flir Systems Inc • Search, detection, navagation, guidance, aeronautical sys
CREDIT AGREEMENT dated as of February 8, 2011 among FLIR SYSTEMS, INC. and CERTAIN SUBSIDIARIES OF FLIR SYSTEMS, INC. IDENTIFIED HEREIN, as the Borrowers, CERTAIN SUBSIDIARIES OF FLIR SYSTEMS, INC. IDENTIFIED HEREIN, as the Subsidiary Guarantors, BANK...Credit Agreement • March 1st, 2011 • Flir Systems Inc • Search, detection, navagation, guidance, aeronautical sys • New York
This CREDIT AGREEMENT is entered into as of February 8, 2011 among FLIR SYSTEMS, INC. an Oregon corporation (the “Company”), certain Subsidiaries of the Company party hereto pursuant to Section 2.14 (each a “Designated Borrower” and, together with the Company, the “Borrowers” and, each a “Borrower”), the Subsidiary Guarantors (defined herein), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 29, 2019 among FLIR SYSTEMS, INC., as the Company and CERTAIN SUBSIDIARIES OF FLIR SYSTEMS, INC. IDENTIFIED HEREIN, as the Designated Borrowers, CERTAIN SUBSIDIARIES OF FLIR SYSTEMS, INC....Credit Agreement • April 1st, 2019 • Flir Systems Inc • Search, detection, navagation, guidance, aeronautical sys • New York
Exhibit 10.21 PLEDGE AGREEMENT Dated as of December 16, 1999Pledge Agreement • December 22nd, 1999 • Flir Systems Inc • Search, detection, navagation, guidance, aeronautical sys • Oregon
RECITALSRegistration Rights Agreement • December 16th, 1997 • Flir Systems Inc • Search, detection, navagation, guidance, aeronautical sys • Oregon
CREDIT AGREEMENT dated as of October 6, 2006 among FLIR SYSTEMS, INC. and CERTAIN SUBSIDIARIES OF FLIR SYSTEMS, INC. IDENTIFIED HEREIN, as the Borrowers, CERTAIN SUBSIDIARIES OF FLIR SYSTEMS, INC. IDENTIFIED HEREIN, as the Subsidiary Guarantors, BANK...Credit Agreement • October 12th, 2006 • Flir Systems Inc • Search, detection, navagation, guidance, aeronautical sys • New York
This CREDIT AGREEMENT is entered into as of October 6, 2006 among FLIR SYSTEMS, INC. an Oregon corporation (the “Company”), certain Subsidiaries of the Company party hereto pursuant to Section 2.14 (each a “Designated Borrower” and, together with the Company, the “Borrowers” and, each a “Borrower”), the Subsidiary Guarantors (defined herein), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
RECITALS:Merger Agreement • April 14th, 1999 • Flir Systems Inc • Search, detection, navagation, guidance, aeronautical sys • Delaware
ANNEX I TO THIRD AMENDMENT TO CREDIT AGREEMENT DATED AS OF APRIL 5, 2013Credit Agreement • May 8th, 2013 • Flir Systems Inc • Search, detection, navagation, guidance, aeronautical sys • New York
FLIR SYSTEMS, INC. as Issuer AND J.P. MORGAN TRUST COMPANY, National Association as TrusteeIndenture • August 8th, 2003 • Flir Systems Inc • Search, detection, navagation, guidance, aeronautical sys • New York
175000,000 AGGREGATE PRINCIPAL AMOUNT FLIR SYSTEMS, INC. Resale Registration Rights Agreement dated as of June 11, 2003Resale Registration Rights Agreement • August 8th, 2003 • Flir Systems Inc • Search, detection, navagation, guidance, aeronautical sys • New York
RESALE REGISTRATION RIGHTS AGREEMENT, dated as of June 11, 2003, among FLIR Systems, Inc., an Oregon corporation (together with any successor entity, the “Company”), J.P. Morgan Securities Inc. and Banc of America Securities LLC, as representatives of the several initial purchasers (together, the “Initial Purchasers”) under the Purchase Agreement (as defined below).
RECITALS:Executive Employment Agreement • March 12th, 2002 • Flir Systems Inc • Search, detection, navagation, guidance, aeronautical sys • Oregon
Recitals: --------Credit Agreement • July 3rd, 2000 • Flir Systems Inc • Search, detection, navagation, guidance, aeronautical sys
AGREEMENT AND PLAN OF MERGER by and among TELEDYNE TECHNOLOGIES INCORPORATED, FIREWORK MERGER SUB I, INC., FIREWORK MERGER SUB II, LLC and FLIR SYSTEMS, INC. Dated as of January 4, 2021Merger Agreement • January 6th, 2021 • Flir Systems Inc • Search, detection, navagation, guidance, aeronautical sys • New York
This AGREEMENT AND PLAN OF MERGER, dated as of January 4, 2021 (this “Agreement”), is by and among TELEDYNE TECHNOLOGIES INCORPORATED, a Delaware corporation (“Parent”), FIREWORK MERGER SUB I, INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub I”), FIREWORK MERGER SUB II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub II”), and FLIR SYSTEMS, INC., a Delaware corporation (the “Company”). An index of defined terms is provided in Annex I attached hereto.
Re: Change of Control AgreementChange of Control Agreement • May 23rd, 2017 • Flir Systems Inc • Search, detection, navagation, guidance, aeronautical sys • Oregon
FLIR Systems, Inc., an Oregon corporation with its Corporate offices located at 27700 SW Parkway Avenue, Wilsonville, Oregon 97070 (the “Company”), considers the establishment and maintenance of a sound and vital management team to be essential to protecting and enhancing the best interests of the Company and its shareholders. To this end, the Company recognizes that, as is the case with many publicly held corporations, the possibility of a Change of Control may exist and that such possibility, and the uncertainty and questions that it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its shareholders. Accordingly, the Board of Directors of the Company, acting through its Compensation Committee (the "Committee") has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the Company’s management to their assigned duties without distr
FLIR Systems, Inc. and U.S. Bank National Association, as Trustee INDENTURE Dated as of August , 2011Indenture • August 15th, 2011 • Flir Systems Inc • Search, detection, navagation, guidance, aeronautical sys • New York
INDENTURE, dated as of August , 2011 between FLIR Systems, Inc., an Oregon corporation, as issuer (the “Company”), and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).
FLIR Systems, Inc. INDEMNIFICATION AGREEMENTIndemnification Agreement • August 6th, 2020 • Flir Systems Inc • Search, detection, navagation, guidance, aeronautical sys • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is entered into, effective as of the [ • ] day of [ • ], 20[ • ], by and between FLIR Systems, Inc., a Delaware corporation (the “Company”), and [ • ] (“Indemnitee”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 12th, 2015 • Flir Systems Inc • Search, detection, navagation, guidance, aeronautical sys • Oregon
The Company wishes to obtain the services of Executive for the duration of this Agreement, and the Executive wishes to provide his services for such period, all upon the terms and conditions set forth in this Agreement.
CONTRACT FOR THE SUPPLY OF UNCOOLED IMAGING MODULES between FLIR Systems AB Rinkebyvagen 19 Danderyd Sweden and Lockheed Martin Corporation IR Imaging Systems 2 Forbes Road Lexington, Massachusetts 02421-7306 United States of AmericaContract for the Supply of Uncooled Imaging Modules • December 2nd, 1999 • Flir Systems Inc • Search, detection, navagation, guidance, aeronautical sys • Massachusetts
AGREEMENT AND PLAN OF MERGER BY AND AMONG FLIR DETECTION, INC., ECHO ROBOTIC MERGER SUB, INC., ENDEAVOR ROBOTIC HOLDINGS, INC., THE REPRESENTATIVE IDENTIFIED HEREIN, AND SOLELY FOR PURPOSES OF SECTION 5.14, FLIR SYSTEMS, INC. DATED AS OF FEBRUARY 8, 2019Merger Agreement • February 13th, 2019 • Flir Systems Inc • Search, detection, navagation, guidance, aeronautical sys • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of February 7, 2019, by and among (i) FLIR Detection, Inc., a Delaware corporation (“Parent”), (ii) Echo Robotic Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), (iii) Endeavor Robotic Holdings, Inc., a Delaware corporation (the “Company”), (iv) Arlington Capital Partners III, L.P., a Delaware limited partnership, solely in its capacity as representative for the Sellers (the “Representative”) and (v) solely for purposes of Section 5.14, FLIR Systems, Inc., an Oregon corporation (“Guarantor”). Parent, Merger Sub, the Company and, as applicable, the Representative are sometimes referred to in this Agreement as a “Party” and collectively as the “Parties.” Capitalized terms that are used in this Agreement and not otherwise defined herein shall have the respective meanings ascribed to such terms in ARTICLE X.
EXHIBIT 10.6 BANK OF AMERICA NT & SA BUSINESS LOAN AGREEMENT This Agreement dated as of September 1/st/, 1998 is between Bank of America NT & SA (the "Bank") and FLIR Systems, Inc (the "Borrower"). 1. LINE OF CREDT AMOUNT AND TERMS 1.1 LINE OF CREDIT...Business Loan Agreement • April 20th, 1999 • Flir Systems Inc • Search, detection, navagation, guidance, aeronautical sys • Oregon
EXHIBIT 10.1 AGREEMENT AMENDING EXECUTIVE EMPLOYMENT AGREEMENT This Agreement Amending Executive Employment Agreement ("Amendment") is entered into this 1st day of December, 1997 by and between ___________ ("Executive") and FLIR SYSTEMS INC. ("FSI")....Executive Employment Agreement • December 16th, 1997 • Flir Systems Inc • Search, detection, navagation, guidance, aeronautical sys
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • September 3rd, 2010 • Flir Systems Inc • Search, detection, navagation, guidance, aeronautical sys • Delaware
TENDER AND SUPPORT AGREEMENT (this “Agreement”) dated as of August 16, 2010 by and among FLIR Systems, Inc., an Oregon corporation (“Parent”), Indicator Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and each stockholder listed on Annex I (each, a “Stockholder” and collectively, the “Stockholders”), each an owner of Shares of ICx Technologies, Inc., a Delaware corporation (the “Company”).
