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Exhibit 10.33 EXECUTION COPY KNOWLES ELECTRONICS HOLDINGS, INC.
AMENDMENT NO. 1 TO CREDIT AGREEMENT AMENDMENT NO. 1 TO CREDIT AGREEMENT(this Amendment), dated as of March 29, 2005, among
KNOWLES ELECTRONICS HOLDINGS, INC., a Delaware corporation (the Borrower), the SUBSIDIARY LOAN
PARTIESlisted on the signature pages hereof (for purposes of Sections 6, 7(c) and 7(d) hereof
only), XERION PARTNERS II MASTER FUND LIMITED, a Bermuda limited liability company (Xerion) and
JEFFERIES & COMPANY, INC., a Delaware corporation (Jefferies, and together with Xerion, the
Lenders). RECITALS WHEREAS, the Borrower and Xerion have entered into a Credit Agreement, dated as of December
20, 2004, among the Borrower, Xerion and the other lenders party thereto from time to time (the
Credit Agreement); WHEREAS, pursuant to Section 8.02(c) of the Credit Agreement, the Credit Agreement was deemed
amended by Amendment No. 8 and Waiver dated as of March 10, 2005, to the Credit Agreement dated as
of June 28, 1999, as amended and restated as of July 21, 1999, as amended, among the Borrower, the
lenders party thereto, JPMorgan Chase Bank, N.A., as successor to The Chase Manhattan Bank, as
administrative agent and Morgan Stanley Senior Funding, Inc., as syndication agent to permit the
incurrence of certain additional indebtedness; WHEREAS, Jefferies intends to provide the Borrower with an additional $10,000,000 Loan
Commitment; and WHEREAS, the Borrower and Xerion have agreed to amend the Credit Agreement to provide for such
additional indebtedness and certain other amendments. NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter set
forth, and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows: Section 1. Definitions. Capitalized terms used but not otherwise defined in this
Amendment shall have the meanings set forth in the Credit Agreement and shall be interpreted in
accordance with the principles set forth in Section 1.02 of the Credit Agreement. Section 2. Amendments. (a) Recitals. The first recital of the Credit Agreement is amended in
its entirety to read as follows: WHEREAS, Borrower wishes to establish a $19,000,000 credit facility for general
corporate purposes;




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(b) Definitions. (i) The definition of Commitment Termination Date provided in
Section 1.01 of the Credit Agreement is amended in its entirety to read as
follows: Commitment Termination Date means, in the case of the Loan
Commitment of Xerion, January 31, 2005 and, in the case of the Loan
Commitment of Jefferies & Company, Inc., March 31, 2005. (ii) The last sentence of the definition of Loan Commitment provided
in Section 1.01 of the Credit Agreement is amended in its entirety to read
as follows: The aggregate amount of the Lenders Loan Commitments after giving
effect to Amendment No. 1 is $10,000,000. (iii) The definition of Effective Date provided in Section 1.01 of
the Credit Agreement is amended in its entirety to read as follows: Effective Date means the date on which the conditions
specified in Section 4.01 are first satisfied (or waived in accordance with
Section 8.02). (iv) Section 1.01 of the Credit Agreement is amended to include the
definition of Amendment No. 1 in alphabetical order as follows: Amendment No. 1 means Amendment No. 1 to Credit Agreement,
dated as of March 29, 2005, among the Borrower, the Subsidiary Loan Parties
listed on the signature pages thereto, Xerion and Jefferies & Company, Inc. (c) Prepayments. The last sentence of Section 2.08(e) of the Credit
Agreement is amended in its entirety to read as follows: Any prepayment pursuant to (i) Section 2.08(a) or (ii) Section 2.08(b) as a result of a
Prepayment Event occurring upon any of the events described in clause (c) of the definition
of Prepayment Event or the occurrence of a Change of Control or the issuance of Equity
Interests, each as described in clause (d) of the definition of Prepayment Event, in each
case, shall be accompanied by a fee equal to two percent of the principal so prepaid. (d) Material Non-Public Information. - 2 -




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(i) Section 3.17 of the Credit Agreement is amended in its entirety to
read as follows: SECTION 3.17. Material Non-Public Information. As of the date
hereof and of the initial funding of the Loans, neither the Borrower nor any
of its Subsidiaries have furnished or otherwise disclosed any information to
Xerion that the Borrower reasonably believes may contain material non-public
information. (ii) Section 5.12 of the Credit Agreement is amended in its entirety
to read as follows: SECTION 5.12. Material Non-Public Information. Prior to
furnishing any information that the Borrower reasonably believes may contain
material, non-public information to an Electing Lender pursuant to the Loan
Documents, the Borrower shall provide written notice to each Electing Lender
and the Borrower shall not provide any such information that may constitute
material, non-public information without the express written consent of such
Lenders; provided that the time periods set forth in this Article V
applicable to the provision of information shall be deemed extended for a
reasonable period of time required for the Borrower to (a) make such
determination as to its reasonable belief, (b) provide any such written
notice and (c) receive any such express written consent. For purposes
hereof, an Electing Lender shall mean Xerion and any Lender that
provides written notice to the Borrower that such Lender elects to be an
Electing Lender for purposes of this Section 5.12. (e) Assignments. Section 8.04(b) is amended in its entirety to read as follows: (b) Any Lender may assign to one or more assignees all or a portion of its
rights and obligations under this Agreement (including all or a portion of its Loan
Commitments and the Loans at the time owing to it), provided that (i) except
(A) in the case of an assignment to a Lender or an Affiliate or Approved Fund of a
Lender, (B) in the case of an assignment by Jefferies & Company, Inc. of a Loan made
by Jefferies & Company, Inc., and (C) during the continuance of an Event of Default,
the Borrower must give its prior written consent to such assignment (which consent
shall not be unreasonably withheld or delayed), (ii) except in the case of (A) an
assignment to a Lender or an Affiliate or Approved Fund of a Lender, (B) an
assignment of the entire remaining amount of the assigning Lenders Loan Commitments
or Loans and (C) an assignment by Jefferies & Company, Inc. of a Loan made by
Jefferies & Company, Inc., the amount of the Loan Commitments or Loans of the
assigning Lender subject to each such assignment (determined as of the date the
Assignment and Acceptance with respect to such assignment is delivered to the
Borrower and the Required Lenders) shall not be less than $500,000 unless each of
the Borrower and the Required Lenders otherwise consent, (iii) each partial
assignment shall be made - 3 -




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as an assignment of a proportionate part of all the
assigning Lenders rights and obligations under this Agreement, (iv) the parties to
each assignment (other than any assignment by Jefferies & Company, Inc.) shall
execute and deliver to Xerion an Assignment and Acceptance, together with a
processing and recordation fee of $3,500, and (v) the assignee, if it shall not be a
Lender, shall deliver to the Required Lenders such information reasonably requested
in connection with the administration of an Assignment and Acceptance. Promptly
after any assignment by Jefferies & Company, Inc., Jefferies & Company, Inc. shall
give written notice to the Borrower and Xerion of any such assignment;
provided that the failure to provide such notice shall not affect the
validity of any such assignment. Subject to acceptance and recording thereof
pursuant to paragraph (d) of this Section, from and after the effective date
specified in each Assignment and Acceptance the assignee thereunder shall be a party
hereto and, to the extent of the interest assigned by such Assignment and
Acceptance, have the rights and obligations of a Lender under this Agreement, and
the assigning Lender thereunder shall, to the extent of the interest assigned by
such Assignment and acceptance, be released from its obligations under this
Agreement (and, in the case of an Assignment and Acceptance covering all of the
assigning Lenders rights and obligations under this Agreement, such Lender shall
cease to be a party hereto but shall continue to be entitled to the benefits of
Sections 2.11, 2.12, 2.13 and 8.03). Any assignment or transfer by a Lender of
rights or obligations under this Agreement that does not comply with this paragraph
shall be null and void. (f) Schedule 2.01. Schedule 2.01 to the Credit Agreement is hereby amended in its
entirety by substituting Annex A to this Amendment as a new Schedule 2.01 to the Credit Agreement. Section 3. Conditions To Effectiveness. Section 2 of this Amendment shall become
effective only upon the prior or concurrent satisfaction of all of the following conditions: (a) The Lenders (or their respective counsel) shall have received from each
party hereto either (i) a counterpart of this Amendment signed on behalf of such
party or (ii) written evidence satisfactory to the Lenders (which may include
telecopy transmission of a signed signature page of this Amendment) that such party
has signed a counterpart of this Amendment. (b) The Lenders shall have received a favorable written opinion (addressed to
the Lenders and dated the date hereof) of each of (i) Richards Spears Kibbe & Orbe
LLP, special counsel for the Borrower and (ii) Dykema Gosset Rooks Pitts PLLC,
counsel for the Borrower, in each case, in form and substance reasonably
satisfactory to the Lenders and their respective counsel. (c) The Lenders shall have received such documents and certificates as the
Lenders or their respective counsel may reasonably request relating to the
organization, existence and good standing of each Loan Party, the authorization of
this Amendment and any other legal matters relating to the Loan Parties, the Loan - 4 -




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Documents, the Transactions or this Amendment, all in form and substance
satisfactory to the Lenders and their respective counsel. (d) The Lenders shall have received a certificate, dated the date hereof and
signed by the President, a Vice President or a Financial Officer of the Borrower and
each Subsidiary Loan Party, confirming compliance with the conditions set forth in
paragraphs (a) and (b) of Section 4.02 as of the date hereof. (e) The Lenders shall have received on or prior to the date hereof all fees
and other amounts due and payable on or prior to the date hereof, including, to the
extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses
(including fees, charges and disbursements of their respective counsel) required to
be reimbursed or paid by any Loan Party. (f) All consents and approvals required to be obtained from any Governmental
Authority or other Person in connection with this Amendment shall have been
obtained. Section 4. Loan. Upon the satisfaction of the conditions set forth in Section 3
above, Jefferies shall (subject to satisfaction of the conditions specified in Section 4.02 of the
Credit Agreement) provide $10,000,000 to the Borrower on the date hereof by wire transfer of
immediately available funds by 5:00 p.m., New York City time, to the account designated by the
Borrower pursuant to a Borrowing Request. In connection with the foregoing and so long as notice
is provided by no later than 4:00 p.m. New York time on the date of the proposed Borrowing, the
Lenders hereby (a) waive compliance by the Borrower with the three Business Day notice requirement
of Section 2.03 of the Credit Agreement for any Borrowing and (b) confirm that Section 2.10(a) of
the Credit Agreement shall not apply to the initial Interest Period for such Loan. Section 5. Representations and Warranties. The Borrower represents and warrants to
each Lender that: (a) Powers. Each Loan Party has all requisite power and authority to
enter into this Amendment and to carry out the transactions contemplated by, and
perform its obligations under, this Amendment and the Credit Agreement as amended by
this Amendment (the Amended Agreement). (b) Authorization; Enforceability. The transactions contemplated by,
and the performance of each Loan Partys obligations under, this Amendment and the
Amended Agreement are within such Loan Partys corporate powers and have been duly
authorized by all necessary corporate and, if required, stockholder action. This
Amendment has been duly executed and delivered by each Loan Party and constitutes a
legal, valid and binding obligation of each Loan Party, enforceable in accordance
with its terms, subject to applicable bankruptcy, insolvency, reorganization,
moratorium or other laws affecting creditors rights - 5 -




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generally and subject to
general principles of equity, regardless of whether considered in a proceeding in
equity or at law. (c) Governmental Approvals; No Conflicts. The execution and delivery
by each Loan Party of this Amendment, the performance by each Loan Party of the
obligations under this Amendment and the Amended Agreement and the consummation of
the transactions contemplated by this Amendment and the Amended Agreement (i) do not
require any consent or approval of, registration or filing with (other than a filing
on Securities and Exchange Commission Form 8-K), or any other action by or before,
any Governmental Authority, except such as have been obtained or made and are in
full force and effect, (ii) will not violate any applicable law or regulation or the
charter, by-laws or other organizational documents of the Borrower or any of the
Subsidiaries or any order of any Governmental Authority, (iii) will not violate or
result in a default under any material indenture, agreement or other instrument
binding upon the Borrower or any of the Subsidiaries or any of their assets, or give
rise to a right thereunder to require any material payment to be made by the
Borrower or any of the Subsidiaries, and (iv) will not result in the creation or
imposition of any Lien on any asset of the Borrower or any of the Subsidiaries. (d) Solvency. Immediately after the consummation of the transactions
to occur on the date hereof and immediately following the making of the Loan made on
the date hereof and after giving effect to application of the proceeds of such Loan,
(i) the fair value of the assets of each Loan Party, at a fair valuation, will
exceed its debts and liabilities, subordinated, contingent or otherwise; (ii) the
present fair saleable value of the property of each Loan Party will be greater than
the amount that will be required to pay the probable liability of its debts and
other liabilities, subordinated, contingent or otherwise, as such debts and other
liabilities become absolute and matured; (iii) each Loan Party will be able to pay
its debts and liabilities, subordinated, contingent or otherwise, as such debts and
liabilities become absolute and matured; and (iv) no Loan Party will have
unreasonably small capital with which to conduct the business in which it is engaged
as such business is now conducted and is proposed to be conducted following the date
hereof. (e) Senior Indebtedness. The Loan to be made hereunder constitutes
Senior Indebtedness under and as defined in the Subordinated Debt Documents. (f) Incorporation of Representations and Warranties. The
representations and warranties contained in Article III of the Credit Agreement
(considered as if already amended by this Amendment) are true, correct and complete
in all material respects on the date hereof, except to the extent such
representations and warranties specifically relate to an earlier date, in which case
they were true, correct and complete in all material respects on and as of such
earlier date. - 6 -




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(g) Absence of Default. As of the date hereof and immediately after
giving effect to the transactions to occur on the date hereof, no Default shall have
occurred and be continuing. Section 6. Acknowledgement And Consent. (a) Each Subsidiary Loan Party is a party to the Subsidiary Guarantee
Agreement pursuant to which each such Subsidiary Loan Party has, among other things,
guaranteed the Obligations (as defined in the Subsidiary Guarantee Agreement). Each
Loan Party is a party to the Indemnity, Subrogation and Contribution Agreement
pursuant to which each such Loan Party has, among other things, subordinated certain
claims to the indefeasible payment in full in cash of all Obligations (as defined in
the Subsidiary Guarantee Agreement). (b) Each Loan Party hereby acknowledges that it has reviewed the terms and
provisions of the Credit Agreement and this Amendment and consents to the amendments
of the Credit Agreement effected pursuant to this Amendment. Each Subsidiary Loan
Party hereby confirms that the Subsidiary Guarantee Agreement will continue to
guarantee to the fullest extent provided in the Subsidiary Guarantee Agreement the
payment and performance of all Obligations (as defined in the Subsidiary Guarantee
Agreement) including the payment and performance of all such Obligations (as defined
in the Subsidiary Guarantee Agreement) now or hereafter existing under or in respect
of the Amended Agreement. Each Loan Party hereby confirms that the Indemnity,
Subrogation and Contribution Agreement will continue to subordinate to the fullest
extent provided in the Indemnity, Subrogation and Contribution Agreement the claims
specified therein to the indefeasible payment in full in cash of all Obligations (as
defined in the Subsidiary Guarantee Agreement) including the payment and performance
of all such Obligations (as defined in the Subsidiary Guarantee Agreement) now or
hereafter existing under or in respect of the Amended Agreement. (c) Each Loan Party acknowledges and agrees that each of the Subsidiary
Guarantee Agreement and the Indemnity, Subrogation and Contribution Agreement to
which it is a party or otherwise bound shall continue in full force and effect and
that all of its obligations thereunder shall be valid and enforceable and shall not
be impaired or limited by the execution or effectiveness of this Amendment. Each
Subsidiary Loan Party represents and warrants that all representations and
warranties contained in the Subsidiary Guarantee Agreement (after giving effect to
the transactions to occur on the date hereof) to which it is a party or otherwise
bound are true, correct and complete in all material respects on and as of the date
hereof to the same extent as though made on and as of such date, except to the
extent such representations and warranties specifically relate to an earlier date,
in which case they were true, correct and complete in all material respects on and
as of such earlier date. - 7 -




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(d) Each Loan Party acknowledges and agrees that (i) notwithstanding the
conditions to effectiveness set forth in this Amendment, such Loan Party (excluding
the Borrower) is not required by the terms of the Credit Agreement or any other Loan
Document to consent to the amendments to the Credit Agreement effected pursuant to
Section 2 of this Amendment and (ii) nothing in the Credit Agreement, this Amendment
or any other Loan Document shall be deemed to require the consent of such Loan Party
(excluding the Borrower) to any future amendments to the Credit Agreement, as
amended by this Amendment. Section 7. Miscellaneous (a) Effect on the Credit Agreement and the Other Loan Documents. (i) Except as specifically amended by this Amendment, the Credit
Agreement and the other Loan Documents shall remain in full force and effect
and are hereby ratified and confirmed. (ii) The execution, delivery and performance of this Amendment shall
not, except as expressly provided herein, constitute a waiver of any
provision of, or operate as a waiver of any right, power or remedy of any
Lender under, the Credit Agreement or any of the other Loan Documents. (b) Fees and Expenses. The Borrower acknowledges that all costs, fees and
expenses as described in Section 8.03 of the Credit Agreement incurred by the Lenders and
their respective counsel with respect to this Amendment and the documents and transactions
contemplated hereby shall be for the account of the Borrower. (c) GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAW OF THE STATE OF NEW YORK. (d) Other Provisions. The provisions of Sections 8.06, 8.07, 8.09(b) and (c),
8.10 and 8.11 of the Credit Agreement shall apply to this Amendment mutatis mutandis. - 8 -




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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers as of the date first appearing above. KNOWLES ELECTRONICS HOLDINGS, INC.,ByName:Title: KNOWLES INTERMEDIATE HOLDING, INC.,
(for purposes of Sections 6, 7(c) and 7(d) only)ByName:Title: KNOWLES ELECTRONICS SALES CORP.,
(for purposes of Sections 6, 7(c) and 7(d) only)ByName:Title: KNOWLES MANUFACTURING LTD.,
(for purposes of Sections 6, 7(c) and 7(d) only)ByName:Title: KNOWLES ELECTRONICS, LLC,
(for purposes of Sections 6, 7(c) and 7(d) only)ByName:Title: - 9 -




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XERION PARTNERS II MASTER FUND LIMITEDByName: JEFFERIES & COMPANY, INC.ByName:Title: - 10 -




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Annex A Schedule 2.01 Initial Loan Commitments LENDER
    
    INITIAL COMMITMENTXERION PARTNERS II MASTER FUND LIMITED
    
    $
    10,000,000.00JEFFERIES & COMPANY, INC.
    
    
    10,000,000.00520 Madison Avenue
New York, NY 10022Attention: Josh TargoffTOTAL
    
    $
    20,000,000.00
 - 11 -