Contract8 And • March 17th, 2005 • Knowles Electronics Holdings Inc • Electromedical & electrotherapeutic apparatus • New York
AMENDMENT NO. 8 AND WAIVER dated as of March 10, 2005 (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, N.A., 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.
March 4, 2005 Knowles Electronics Holdings, Inc. 1151 Maplewood Drive Itasca, Illinois 60143 Attention: James H. Moyle Dear Ladies and Gentlemen:Knowles Electronics Holdings Inc • March 17th, 2005 • Electromedical & electrotherapeutic apparatus
Reference is hereby made to (i) the Credit Agreement dated as of June 28, 1999, among Knowles Electronics Holdings, Inc., as Borrower, JPMorgan Chase Bank, N.A. (f/k/a The Chase Manhattan Bank), as administrative agent, Morgan Stanley Senior Funding, Inc., as syndication agent, J.P.Morgan Securities, Inc. (f/k/a Chase Securities Inc.), as lead arranger and book manager, and the lenders party thereto as amended, modified or supplemented through the date hereof (the “1999 Credit Agreement”), (ii) the Credit Agreement dated as of December 20, 2004 among Knowles Electronics Holdings, Inc., as Borrower, Xerion Partners II Master Fund Limited as Lender and the other lenders party thereto from time to time (the “Xerion Credit Agreement”) and (iii) the proposed Amendment No. 8 and Waiver to the 1999 Credit Agreement substantially in the form attached as Exhibit A hereto (the “Proposed Amendment”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the
