Exhibit 10.1





Exhibit 10.1




SIXTH
AMENDMENT TO CREDIT AGREEMENT




THIS SIXTH AMENDMENT TO CREDIT AGREEMENT, effective as of March 31, 2009 (this “Amendment”),
is among KEITHLEY INSTRUMENTS, INC., an Ohio corporation (the “Company”), Subsidiary Borrowers
(referred to below and collectively with the Company, the “Borrowers”), the banks and other
financial institutions or entities from time to time parties to this Agreement (the “Lenders”) and
JPMORGAN CHASE BANK, N.A., a national banking association, successor by merger with Bank One, NA,
(Main Office Columbus), as Agent for the Lenders (in such capacity the “Agent”).



RECITALS




A. The Company, certain Subsidiary Borrowers party thereto, the Lender party thereto and
Agent are parties to a Credit Agreement, dated as of March 30, 2001 (the “Original Credit
Agreement”), as amended by a First Amendment to Credit Agreement dated as of August 1, 2002, as
amended by a Second Amendment to Credit Agreement dated as of March 28, 2003, as amended by a Third
Amendment to Credit Agreement dated as of March 30, 2004, as amended by a Fourth Amendment to
Credit Agreement dated as of March 30, 2005, as amended by a Fifth Amendment to Credit Agreement
dated as of September 27, 2006, and a letter agreement dated March 27, 2008 (as now and hereafter
amended, the “Credit Agreement”), pursuant to which the Lender agreed, subject to the terms and
conditions thereof, to extend credit to the Borrowers.



B. The Borrowers desire to amend the Credit Agreement and the Agent and the Lender are willing
to do so strictly in accordance with the terms hereof.



TERMS




In consideration of the premises and of the mutual agreements herein contained, the parties
agree as follows:



ARTICLE 1.




AMENDMENTS




Upon fulfillment of the conditions set forth in Article 3 hereof, the Credit Agreement shall
be amended as follows:



1.1 The definition of “Alternate Base Rate” shall be deleted from Article I, Definitions.


 


 









 





1.2 The following definitions shall be added to Article I, Definitions and shall provide as
follows:



“Adjusted One Month LIBOR Rate” means, with respect to a Floating Rate Advance for any day,
the sum of (i) 2.5% per annum plus (ii) the quotient of (a) the interest rate determined by the
Agent by reference to the Page to be the rate at approximately 11:00 a.m. London time, on such date
or, if such date is not a Business Day, on the immediately preceding Business Day for dollar
deposits with a maturity equal to one (1) month, divided by (b) one minus the Reserve Requirement
(expressed as a decimal) applicable to dollar deposits in the London interbank market with a
maturity equal to one (1) month.



“Pledged Account” shall mean Account No. 2330521937 held by JPMorgan Chase Bank, N.A. as
collateral for the Guaranteed Obligations.



“Pledge Agreement” shall mean that certain Pledge, Assignment and Security Agreement between
the Company and the Agent, dated as of the date hereof.



“USA Patriot Act” shall mean the USA Patriot Act, as amended (Title III of Pub. L. 107-56
(signed into law October 26, 2001)).



1.3 The definitions of “Eurocurrency Reference Rate,” “Floating Rate,” and “Reserve
Requirement” shall be deleted in their entirety and the following shall be substituted in lieu
thereof:



“Eurocurrency Reference Rate” means with respect to any Eurocurrency Advance for any Interest
Period, the interest rate determined by the Agent by reference to Reuters Screen LIBOR01, formerly
known as Page 3750 of the Moneyline Telerate Service (together with any successor or substitute,
the “Service”) or any successor or substitute page of the Service providing rate quotations
comparable to those currently provided on such page of the Service, as determined by the Agent from
time to time for purposes of providing quotations of interest rates applicable to dollar deposits
in the London interbank market (the “Page”), to be the rate at approximately 11:00 a.m. London
time, two Business Days prior to the commencement of the Interest Period (and 11:00 a.m. (London
time) on the first day of the Interest Period in the case of any Eurocurrency Borrowing denominated
in Pounds Sterling) for dollar deposits with a maturity equal to such Interest Period. If no
Eurocurrency Rate is available to the Agent, the applicable Eurocurrency Rate for the relevant
Interest Period shall instead be the rate determined by the Agent to be the rate at which the Agent
offers to place U.S. dollar deposits having a maturity equal to such Interest Period with
first-class banks in the London interbank market at approximately 11:00 a.m.(London time) two
Business Days prior to the first day of such Interest Period.



“Floating Rate” means the Prime Rate; provided that the Floating Rate shall, on any day, not
be less than the Adjusted One Month LIBOR Rate. The Floating Rate is a variable rate and any
change in the Floating Rate due to any change in the Prime Rate or the Adjusted One Month LIBOR
Rate is effective from and including the effective date of such change in the Prime Rate or the
Adjusted One Month LIBOR Rate, respectively.



“Reserve Requirement” means the maximum aggregate reserve requirement (including all basic,
supplemental, marginal and other reserves) which is imposed under Regulation D.


 


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1.4 The first sentence of Section 2.1 shall be deleted in its entirety and the following shall
be substituted in lieu thereof:



From and including the date of this Agreement and prior to the Facility Termination Date, each
Lender severally agrees, on the terms and conditions set forth in this Agreement, to (i) make Loans
to each Borrower in Agreed Currencies from time to time and (ii) participate in Facility LCs issued
upon the request of each Borrower, provided that (i) all Floating Rate Loans shall be made in
dollars, (ii) after giving effect to the making of each such Loan and the issuance of each such
Facility LC, such Lender’s Outstanding Credit Exposure shall not exceed its Commitment and the
Aggregate Outstanding Credit Exposure will not exceed the balance of funds held in the Pledged
Account, and (iii) the aggregate amount of the Aggregate Outstanding Credit Exposure of Subsidiary
Borrowers shall not exceed the Dollar Amount of $5,000.000.00.



1.5 Section 2.5 shall be amended by deleting the reference in line three therein to
“one-eighth of one percent” and inserting “one-quarter of one percent” in place thereof.



1.6 The reference to “Alternative Base Rate” in Sections 2.11 and 2.18 shall be changed to
“Prime Rate or the Adjusted One Month LIBOR Rate.”



1.7 Section 2.27 shall be added to Article II, The Credits and shall provide as follows:



2.27
Pledged Account. To secure the payment of the Guaranteed Obligations, the
Company shall execute and deliver to the Lenders and the Agent, the Pledge Agreement. At no time
shall the Aggregate Outstanding Credit Exposure exceed the funds held in the Pledged Account. If
the Aggregate Outstanding Credit Exposure exceeds the funds held in the Pledged Account, the
Company, within 3 days of written notice from Lender, shall deposit funds in the Pledged Account to
cause the balance in the Pledged Account to be equivalent to the Aggregate Outstanding Credit
Exposure.



1.8 The following sentence shall be added after the first sentence in Section 3.3:



If the Agent determines on any day that quotations of interest rates for the relevant deposits
referred to in the definition of Adjusted One Month LIBOR Rate are not being provided for purposes
of determining the interest rate on any Floating Rate Advance on any day, then each Floating Rate
Advance shall bear interest at the Prime Rate plus the Applicable Margin for Floating Rate advances
until the Bank determines that quotations of interest rates for the relevant deposits referred to
in the definition of Adjusted One Month LIBOR Rate are being provided.



1.9 Sections 4.2 and 6.1(iii) are hereby amended to no longer require the submission of a
compliance certificate.



2.0 Section 6.16 (Financial Covenants) is hereby deleted in its entirety.


 


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2.1 Section 9.14 shall be added to Article IX, General Provisions and shall provide as
follows:



9.14. USA PATRIOT ACT; European “Know Your Customer” Checks.



9.14.1. Each Lender hereby notifies the Borrowers that pursuant to the requirements of the USA
Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001))(“USA Patriot Act”), as
amended, it is required to obtain, verify and record information that identifies such Borrower,
which information includes the name and address of such Borrower and other information that will
allow such Lender to identify such Borrower in accordance with the USA Patriot Act.



9.14.2. If (a) the introduction of or any change in (or in the interpretation, administration
or application of) any law or regulation made after the date of this Agreement; (b) any change in
the status of a Borrower after the date of this Agreement; or (c) a proposed assignment or transfer
by a Lender of any of its rights and obligations under this Agreement to a party that is not a
Lender prior to such assignment or transfer, obliges the Agent or any Lender (or, in the case of
clause (c) above, any prospective new Lender) to comply with “know your customer” or similar
identification procedures in circumstances where the necessary information is not already available
to it, each Borrower shall promptly upon the request of the Agent or any Lender supply, or procure
the supply of, such documentation and other evidence as is reasonably requested by the Agent (for
itself or on behalf of any Lender) or any Lender (for itself or, in the case of the event described
in clause (c) above, on behalf of any prospective new Lender) in order for the Agent, such Lender
or, in the case of the event described in clause (c) above, any prospective new Lender to carry out
and be satisfied it has complied with all necessary “know your customer” or other similar checks
under all applicable laws and regulations pursuant to the transactions contemplated in this
Agreement and the other Loan Documents. Each Lender shall promptly upon the request of the Agent
supply, or procure the supply of, such documentation and other evidence as is reasonably requested
by the Agent (for itself) in order for the Agent to carry out and be satisfied it has complied with
all necessary “know your customer” or other similar checks under all applicable laws and
regulations pursuant to the transactions contemplated in this Agreement and the other Loan
Documents.



2.2 Schedule 1.1 to the Credit Agreement shall be amended to add the Subsidiaries referenced
below:



	 	 	 	 	 
	Keithley Instruments Sdn Bhd

	 	Organized under the laws of Malaysia
	 	100% Wholly-Owned Subsidiary
	 

	 	 	 	 
	Keithley (Beijing)

	 	Organized under the laws of China
	 	100% Wholly-Owned Subsidiary
	Measurement Instruments Co., Ltd.

	 	 	 	 






2.3 J.P. Morgan Europe Limited is hereby added as a Lender to the Credit Agreement.



2.4 The Commitment set forth opposite the Agent’s name on the signature page to the Original
Credit Agreement is deleted. The aggregate Commitment for the Agent and J.P. Morgan Europe Limited
is $5,000,000.00.


 


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ARTICLE 2.

REPRESENTATIONS




Each Borrower represents and warrants to the Agent and the Lender that:



2.1 The execution, delivery and performance of this Amendment is within its powers, has been
duly authorized and is not in contravention with any law, of the terms of its Articles of
Incorporation or By-laws, or any undertaking to which it is a party or by which it is bound.



2.2 This Amendment is the legal, valid and binding obligation of the Borrower enforceable
against it in accordance with the terms hereof.



2.3 After giving effect to the amendments herein contained, the representations and warranties
contained in Article V of the Credit Agreement are true on and as of March 31, 2009 with the same
force and effect as if made on and as of March 31, 2009.



2.4 No Default or Unmatured Default exists or has occurred and is continuing on the date
hereof.



2.5 The terms and conditions of all prior amendments, including side letters to the Credit
Agreement are in full force and effect and adopted by each Borrower.



ARTICLE 3.

CONDITIONS OF EFFECTIVENESS





This Amendment shall not become effective until each of the following has been satisfied:



3.1 This Amendment shall be signed by each Borrower, the Agent and the Lender.



ARTICLE 4.

MISCELLANEOUS




4.1 References in the Credit Agreement or in any note, certificate, instrument or other
document to the “Credit Agreement” shall be deemed to be references to the Credit Agreement as
amended hereby and as further amended from time to time.



4.2 The Company agrees to pay and to save the Agent harmless for the payment of all costs and
expenses arising in connection with this Amendment, including the reasonable fees of counsel to the
Agent in connection with preparing this Amendment and the related documents.



4.3 Each Borrower acknowledges and agrees that the Agent and the Lender have fully performed
all of their obligations under all documents executed in connection with the Credit Agreement and
all actions taken by the Agent and the Lender are reasonable and appropriate under the
circumstances and within their rights under the Credit Agreement and all other documents executed
in connection therewith and otherwise available. Each Borrower represents
and warrants that it is not aware of any claims or causes of action against the Agent or any
Lender, any participant lender or any of their successors or assigns.


 


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4.4 Except as expressly amended hereby, each Borrower agrees that the Credit Agreement and all
other Loan Documents are ratified and confirmed and shall remain in full force and effect and that
it has no set off, counterclaim or defense with respect to any of the foregoing. Terms used but
not defined herein shall have the respective meanings ascribed thereto in the Credit Agreement.



4.5 This Amendment may be signed upon any number of counterparts with the same effect as if
the signatures thereto and hereto were upon the same instrument.



IN WITNESS WHEREOF, the parties signing this Amendment have caused this Amendment to be
executed and delivered as of March 31, 2009.



	 	 	 	 	 
	 	
KEITHLEY INSTRUMENTS, INC.

 	 
	 	By:  	/s/ Mark J. Plush
 	 
	 	 	Its: Vice President and Chief Financial Officer 	 
	 	 	 	 
	 	KEITHLEY INSTRUMENTS GmbH

 	 
	 	By:  	/s/ Mark J. Plush
 	 
	 	 	Its: Managing Director 	 
	 	 	 	 
	 	
KEITHLEY INSTRUMENTS SARL

 	 
	 	By:  	/s/ Mark J. Plush
 	 
	 	 	Its: Managing Director 	 



 


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KEITHLEY INSTRUMENTS LTD.

 	 
	 	By:  	/s/ Mark J. Plush
 	 
	 	 	Its: Managing Director 	 
	 	 	 	 
	 	
KEITHLEY INSTRUMENTS SRL

 	 
	 	By:  	/s/ Mark J. Plush
 	 
	 	 	Its: Managing Director 	 
	 	 	 	 
	 	
KEITHLEY INSTRUMENTS BV

 	 
	 	By:  	/s/ Mark J. Plush
 	 
	 	 	Its: Director 	 
	 	 	 	 
	 	
KEITHLEY INSTRUMENTS SA

 	 
	 	By:  	/s/ Mark J. Plush
 	 
	 	 	Its: Managing Director 	 
	 	 	 	 
	 	
KEITHLEY INSTRUMENTS KK

 	 
	 	By:  	/s/ Mark J. Plush
 	 
	 	 	Its: Managing Director 	 
	 	 	 	 
	 	
KEITHLEY INSTRUMENTS INTERNATIONAL CORP.

 	 
	 	By:  	/s/ Mark J. Plush
 	 
	 	 	Its: Director / Secretary Treasurer 	 



 


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KEITHLEY INVESTMENTS SDN BHD

 	 
	 	By:  	/s/ Mark J. Plush
 	 
	 	 	Its: Director 	 
	 	

KEITHLEY (BEIJING) MEASUREMENT
INSTRUMENTS CO., LTD

 	 
	 	By:  	/s/ Mark J. Plush
 	 
	 	 	Its: Director 	 
	 	 	 	 
	 	
JPMORGAN CHASE BANK, N.A., successor by merger with
Bank One, NA (Main Office Columbus), as Agent, LC
Issuer and Lender

 	 
	 	By:  	/s/ Maribeth Echan
 	 
	 	 	Its: Underwriter II 	 
	 	 	 	 
	 	
J.P. MORGAN EUROPE LIMITED

 	 
	 	By:  	/s/ Mark Herridge
 	 
	 	 	Its: Vice President 	 
	 	 	 	 
	 	By:  	
/s/ Henry Lane
 	 
	 	 	Its: Assistant Vice President 	 




 


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