EX-10.n






Exhibit 10(n) Fourth Amendment to Credit Agreement



FOURTH AMENDMENT TO CREDIT AGREEMENT




THIS FOURTH AMENDMENT TO CREDIT AGREEMENT, dated as of March 30, 2005 (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 Lender (as referred to
below) and JPMORGAN CHASE BANK, N.A., a national banking association, successor by merger with Bank
One, NA, (Main Office Columbus), as Agent for the Lender (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, 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 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:



1. 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 “Applicable Margin” in Section 1.1 shall be amended and restated to read
as follows:



“Applicable Margin” means (i) with respect to Loans denominated in Dollars at
any time, the percentage rate per annum which is applicable at such time with
respect to Advances of such Type as set forth in the Pricing Schedule, and (ii) with
respect to Eurocurrency Loans denominated in any Agreed Currency other than Dollars,
the margin quoted by the Agent and agreed to by the Company at the time such
Eurocurrency Loan is requested.



1.2 The definition of “Facility Termination Date” in Section 1.1 shall be amended and restated
to read as follows:



“Facility Termination Date” means March 31, 2008 or any later date as may be
specified as the Facility Termination Date in accordance with Section 2.26 or any
earlier date on which the Aggregate Commitment is reduced to zero or otherwise
terminated pursuant to the terms hereof.



1.3 The following definitions shall be added to Section 1.1 in appropriate
alphabetical order:



“Consolidated Interest Coverage Ratio” means the ratio of (i) Consolidated EBIT to
(ii) Consolidated Interest Expense, calculated as of the last day of each fiscal quarter of
the Company for the four consecutive fiscal quarters then ending.



“Pricing Schedule” means the Schedule attached hereto identified as such.



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



1.5 A new Section 2.26 shall be added at the end of Article II to read as follows:



2.26.  Extension of Facility Termination Date. The Borrower may
request a one-year extension of the Facility Termination Date by submitting a
request for an extension to the Agent (an “Extension Request”) no more than 90 and
no less than 30 days prior to March 31 of each year, commencing March 31, 2006.
Promptly upon receipt of an Extension Request, the Agent shall notify each Lender
thereof and shall request each Lender to approve the Extension Request. Each
Lender approving the Extension Request shall deliver its written consent no later
than March 16 of each year. If the consent of each of the Lenders is received by
the Agent, the Facility Termination Date shall be extended by one year and the
Agent shall promptly notify the Borrower and each Lender of the new Facility
Termination Date.




1.6 Section 5.4 shall be amended and restated in its entirety to read as follows:



5.4 Financial Statements. The consolidated financial statements of the
Company and its Subsidiaries heretofore delivered to the Lenders were prepared in
accordance with generally accepted accounting principles in effect on the date such
statements were prepared and fairly present the consolidated financial condition and
operations of the Company and its Subsidiaries at such date and the consolidated
results of their operations for the period then ended.



1.7 Section 5.5 shall be amended by deleting the reference therein to “September 30,
2000” and inserting “September 30, 2004” in place thereof.



1.8 A Pricing Schedule shall be added to the Credit Agreement in the form of the
Pricing Schedule attached to this Amendment.



2. 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 30, 2005 with the same
force and effect as if made on and as of March 30, 2005.



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



3. 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.




3.2 The Company shall have paid an amendment fee to the Agent in the amount of $2,500.



4. 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.



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.



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IN WITNESS WHEREOF, the parties signing this Amendment have caused this Amendment to be
executed and delivered as of March 30, 2005.




KEITHLEY INSTRUMENTS, INC.




By: /s/ Mark J. Plush




	 	 	 	Its: Vice President & 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






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 INTERNATIONAL


INVESTMENT CORP.




By: /s/ Mark J. Plush




	 	 	 	Its: Director / Secretary Treasurer






JPMORGAN CHASE BANK, N.A., successor by merger with
Bank One, NA (Main Office Columbus), as Agent, LC
Issuer and Lender




By: /s/ Henry W. Centa




	 	 	 	Its: Senior Vice President




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PRICING SCHEDULE




	 	 	 	 	 	 	 	 	 
	Applicable	 	 	 	 	 	 	 	 
	Margin
	 	Level I Status	 	Level II Status
	 	 	 	 	 
	Eurocurrency Rate
(Dollar denominated)
	 	 	0.40	%	 	 	0.75	%
	 
	 	 	 	 	 	 	 	 
	Floating Rate
	 	 	0	%	 	 	0	%
	 
	 	 	 	 	 	 	 	 







For the purposes of this Schedule, the following terms have the following meanings, subject to
the final paragraph of this Schedule:



“Financials” means the annual or quarterly financial statements of the Company delivered
pursuant to Section 6.1(i) or (ii).



“Level I Status” exists at any date if, as of the last day of the fiscal quarter of the
Company referred to in the most recent Financials, the Consolidated Interest Coverage Ratio is
greater than or equal to 3.00 to 1.00.



“Level II Status” exists at any date if, as of the last day of the fiscal quarter of the
Company referred to in the most recent Financials, the Company has not qualified for Level I
Status.




“Status” means either Level I Status or Level II Status.



The Applicable Margin shall be determined in accordance with the foregoing table based on the
Company’s Status as reflected in the then most recent Financials. Adjustments, if any, to the
Applicable Margin shall be effective five Business Days after the Agent has received the applicable
Financials. If the Company fails to deliver the Financials to the Agent at the time required
pursuant to Section 6.1, then the Applicable Margin shall be the highest Applicable Margin set
forth in the foregoing table until five days after such Financials are so delivered.




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