0000950137-04-006691 Sample Contracts

KNOWLES ELECTRONICS HOLDINGS, INC. SEVENTH AMENDMENT TO CREDIT AGREEMENT AND SECOND AMENDMENT TO SECURITY AGREEMENT
Security Agreement • August 12th, 2004 • Knowles Electronics Holdings Inc • Electromedical & electrotherapeutic apparatus • New York

This SEVENTH AMENDMENT TO CREDIT AGREEMENT AND SECOND AMENDMENT TO SECURITY AGREEMENT (this “Amendment”) is dated as of April 8, 2004 and entered into by and among KNOWLES ELECTRONICS HOLDINGS, INC. (f/k/a Knowles Electronics, Inc.), a Delaware corporation (“Parent Borrower”), THE FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF (“Lenders”), JPMORGAN CHASE BANK (successor to The Chase Manhattan Bank), as agent for Lenders (“Administrative Agent”), and, for purposes of Sections 2, 5 and 6 hereof, the Loan Parties (as defined in Section 5 hereof) listed on the signature pages hereof, and is made with reference to that certain Credit Agreement dated as of June 28, 1999, as amended and restated as of July 21, 1999 (as amended, restated, supplemented or otherwise modified as of the date hereof, the “Credit Agreement”), by and among Parent Borrower, Lenders, Administrative Agent, and Morgan Stanley Senior Funding, Inc., as Syndication Agent. Capitalized terms used herein without d

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6 And • August 12th, 2004 • Knowles Electronics Holdings Inc • Electromedical & electrotherapeutic apparatus • New York

AMENDMENT NO. 6 AND WAIVER dated as of May 28, 2003 (this “Amendment”), to the Credit Agreement dated as of June 28, 1999, as amended and restated as of July 21, 1999, as amended (the “Credit Agreement”), among Knowles Electronics Holdings, Inc., formerly known as Knowles Electronics, Inc., a Delaware corporation (the “Parent Borrower”); the financial institutions party thereto as Lenders (the “Lenders”); JPMorgan Chase Bank, as successor to The Chase Manhattan Bank, as administrative agent (in such capacity, the “Administrative Agent”) and Morgan Stanley Senior Funding, Inc., as Syndication Agent.

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