exhibit101thirdamendment







   THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT   THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT   AGREEMENT, dated as of February 9, 2016 (this “Amendment”), among KNOWLES   CORPORATION (the “Company”), the Lenders party hereto and JPMORGAN CHASE BANK,   N.A., as the Administrative Agent.   WITNESSETH:   WHEREAS, the Company, the Luxembourg Borrower, the Lenders and the   Administrative Agent previously entered into that certain Credit Agreement dated as of January   27, 2014, as amended and restated as of December 31, 2014 (as amended by the First   Amendment dated as of April 17, 2015, and as further amended by the Second Amendment   dated as of November 19, 2015, the “Credit Agreement”; capitalized terms used and not   otherwise defined herein have the meanings set forth in the Credit Agreement);   WHEREAS, the Company has requested that the Lenders agree to amend the   definition of “Consolidated EBITDA” in the Credit Agreement as set forth herein; and   WHEREAS, the Company, the Administrative Agent and the Lenders party   hereto, constituting the Required Lenders, have so agreed on the terms and subject to the   conditions set forth herein.   NOW, THEREFORE, in consideration of the foregoing and for other good and   valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties   hereto agree as follows:   1. Amendment to Section 1.01.  Section 1.01 of the Credit Agreement is   hereby amended by (i) moving the definition of “Consolidated Cash Interest Expense” to its   appropriate alphabetical order and (ii) adding the following new definition thereto (in appropriate   alphabetical order):    “Speakers and Receivers Discontinued Operations” means operations   (including assets held for sale) comprising the speakers and receivers business of   the Company and its Subsidiaries that shall have been disposed of, abandoned or   discontinued or which are being held for sale.   2. Amendment to Definition of “Applicable Rate”. The definition of   “Applicable Rate,” in Section 1.01 of the Credit Agreement is hereby amended by inserting the   words “(determined for this purpose taking into account the proviso at the end of clause (a) of   the definition of Consolidated EBITDA)” immediately after the phrase “Leverage Ratio” in the   first paragraph therein.    3. Amendment to Definition of “Consolidated EBITDA”. (a) The definition   of “Consolidated EBITDA,” in Section 1.01 of the Credit Agreement is hereby amended to (i)   delete the word “and” at the end of subclauses (xi) and (xii) of clause (a), (ii) replace the   semicolon at the end of subclause (xiii) of clause (a) with “,” and (iii) insert the following new   subclauses (xiv) and (xv):     





 







2          “(xiv) with respect to any fiscal quarter ending on or prior to December 31, 2016,   the amount by which Consolidated Net Income for such quarter shall have been   reduced by net losses for such quarter attributable to the Speakers and Receivers   Discontinued Operations, and    (xv) with respect to any fiscal quarter ending on or prior to March 31, 2017, cash   costs and cash expenses (including those consisting of costs and expenses   associated with inventory, severance costs, relocation costs, integration costs,   other business optimization costs, expenses or reserves, signing costs, retention or   completion bonuses, transition costs, costs related to the closure or consolidation   of facilities or curtailments, new systems design and implementation costs and   modifications to pension and post-retirement employee benefit plans (including   any settlement of pension liabilities)) to the extent incurred by the Company and   its Subsidiaries in connection with the Speakers and Receivers Discontinued   Operations (but excluding (A) any such cash costs and cash expenses reflected in   the net losses for such quarter attributable to the Speakers and Receivers   Discontinued Operations referred to in clause (a)(xiv) and (B) any such cash costs   and cash expenses in respect of noncash items added back in computing   Consolidated EBITDA for any prior quarter); provided, that the aggregate amount   added back pursuant to this clause (xv) in the determination of Consolidated   EBITDA for all periods shall not exceed $45,000,000;”   (b) The proviso to clause (a) of the definition of “Consolidated EBITDA,” as   set forth in Section 1.01, is hereby amended and restated in its entirety to read as follows:   “provided that (A) any cash payment made with respect to any noncash items   added back in computing Consolidated EBITDA for any prior period pursuant to   this clause (a) shall be subtracted in computing Consolidated EBITDA for the   period in which such cash payment is made, (B) the aggregate adjustments in any   period of four consecutive fiscal quarters of the Company attributable to cash   items under clauses (a)(v)(B), (a)(ix) and (a)(x)(B) shall not account for more   than 15% of Consolidated EBITDA for such period, other than with respect to any   fiscal quarter occurring in the fiscal year 2014, which may be added back without   limitation (except with regard to calculating the Leverage Ratio solely for   purposes of determining the Applicable Rate, in which case the 15% cap set forth   above shall apply) and (C) in calculating the Leverage Ratio solely for purposes   of determining the Applicable Rate, clauses (a)(xiv) and (a)(xv) shall be   disregarded; and minus”    4. Effectiveness.  This Amendment shall become effective on the date (the   “Effective Date”) on which the following conditions precedent shall have been satisfied:   (a) The representations and warranties of each Loan Party set forth in the   Loan Documents shall be true and correct in all material respects, in each case on and as of the   date hereof as if made on and as of such date, except in the case of any such representation and   warranty that expressly relates to a prior date, in which case such representation and warranty   shall be true and correct in all material respects as of the prior date;     





 







3          (b) The Company shall have paid to the Administrative Agent, for the account   of each Lender that shall have executed and delivered a counterpart of this Amendment on or   before 12:00pm EDT on February 9, 2016, an amendment fee equal to 0.05% of the sum of (i)   the aggregate amount of such Lender’s Revolving Commitment and (ii) the aggregate principal   amount of such Lender’s Tranche A Term Loans, in each case as of the Effective Date;    (c) Pursuant to Section 2.07 of the Credit Agreement, the Company shall have   permanently reduced the Aggregate Revolving Commitment to $300,000,000;    (d) As of the date hereof and immediately after giving effect to this   Amendment no Default shall have occurred and be continuing; and   (e) The Administrative Agent shall have received either (i) counterparts of   this Amendment that, when taken together, bear the signatures of (A) the Company, (B) the   Required Lenders, and (C) the Administrative Agent or (ii) written evidence satisfactory to the   Administrative Agent (which may include facsimile or other electronic transmission of a signed   counterpart of this Amendment) that each such party has signed a counterpart of this   Amendment.   5. Counterparts; Effectiveness; Entirety.   (a) This Amendment may be executed in counterparts (and by different   parties hereto on different counterparts), each of which shall constitute an original, but all of   which when taken together shall constitute a single contract.  The delivery of an executed   counterpart of a signature page of this Amendment by facsimile or other electronic imaging shall   be effective as delivery of a manually executed counterpart of this Amendment.   (b) Except as expressly set forth herein, all of the terms and provisions of the   Credit Agreement are and shall remain in full force and effect.  The amendments contained   herein shall not constitute a waiver, amendment or modification of any other provision of the   Credit Agreement or for any other purpose except as expressly set forth herein.   (c) This Amendment, the Credit Agreement and the other Loan Documents   constitute the entire contract among the parties relating to the subject matter hereof and   supersede any and all previous agreements and understandings, oral or written, relating to the   subject matter hereof.   6. Severability.  Any provision of this Amendment held to be invalid, illegal   or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of   such invalidity, illegality or unenforceability without affecting the validity, legality or   enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a   particular jurisdiction shall not invalidate such provision in any other jurisdiction.   7. Governing Law; Miscellaneous.   (a) THIS AMENDMENT SHALL BE GOVERNED BY, AND   CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.     





 







4          (b) This Amendment shall be deemed to be a Loan Document.   (c) The captions and headings of this Amendment are for convenience of   reference only and shall not affect the interpretation of this Amendment.      [Signature Pages Follow]    





 







[Signature Page to Third Amendment]          IN WITNESS WHEREOF, the parties hereto have caused this amendment to be   duly executed by their respective authorized officers as of the day and year first above written.   KNOWLES CORPORATION       by    _________________________    Name: John S. Anderson    Title: Senior Vice President and     Chief Financial Officer         JPMORGAN CHASE BANK N.A.,    individually and as Administrative Agent       by    _________________________    Name:    Title:     





 







[Signature Page to Third Amendment]          SIGNATURE PAGE TO THIRD AMENDMENT    TO KNOWLES CORPORATION CREDIT AGREEMENT       Name of Lender:____________________________________   by        Name:    Title:      For any Lender requiring a second signature line:   by        Name:    Title: