1.2 The following definitions shall be added to Article I, Definitions and shall provide asfollows:“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 theAgent by reference to the Page to be the rate at approximately 11:00 a.m. London time, on such dateor, if such date is not a Business Day, on the immediately preceding Business Day for dollardeposits 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 amaturity equal to one (1) month.“Pledged Account” shall mean Account No. 2330521937 held by JPMorgan Chase Bank, N.A. ascollateral for the Guaranteed Obligations.“Pledge Agreement” shall mean that certain Pledge, Assignment and Security Agreement betweenthe 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 “ReserveRequirement” shall be deleted in their entirety and the following shall be substituted in lieuthereof:“Eurocurrency Reference Rate” means with respect to any Eurocurrency Advance for any InterestPeriod, the interest rate determined by the Agent by reference to Reuters Screen LIBOR01, formerlyknown 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 quotationscomparable to those currently provided on such page of the Service, as determined by the Agent fromtime to time for purposes of providing quotations of interest rates applicable to dollar depositsin the London interbank market (the “Page”), to be the rate at approximately 11:00 a.m. Londontime, two Business Days prior to the commencement of the Interest Period (and 11:00 a.m. (Londontime) on the first day of the Interest Period in the case of any Eurocurrency Borrowing denominatedin Pounds Sterling) for dollar deposits with a maturity equal to such Interest Period. If noEurocurrency Rate is available to the Agent, the applicable Eurocurrency Rate for the relevantInterest Period shall instead be the rate determined by the Agent to be the rate at which the Agentoffers to place U.S. dollar deposits having a maturity equal to such Interest Period withfirst-class banks in the London interbank market at approximately 11:00 a.m.(London time) twoBusiness 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, notbe less than the Adjusted One Month LIBOR Rate. The Floating Rate is a variable rate and anychange in the Floating Rate due to any change in the Prime Rate or the Adjusted One Month LIBORRate is effective from and including the effective date of such change in the Prime Rate or theAdjusted 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 shallbe substituted in lieu thereof:From and including the date of this Agreement and prior to the Facility Termination Date, eachLender severally agrees, on the terms and conditions set forth in this Agreement, to (i) make Loansto each Borrower in Agreed Currencies from time to time and (ii) participate in Facility LCs issuedupon the request of each Borrower, *provided*that (i) all Floating Rate Loans shall be made indollars, (ii) after giving effect to the making of each such Loan and the issuance of each suchFacility LC, such Lender’s Outstanding Credit Exposure shall not exceed its Commitment and theAggregate Outstanding Credit Exposure will not exceed the balance of funds held in the PledgedAccount, and (iii) the aggregate amount of the Aggregate Outstanding Credit Exposure of SubsidiaryBorrowers 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:2.27Pledged Account. To secure the payment of the Guaranteed Obligations, theCompany shall execute and deliver to the Lenders and the Agent, the Pledge Agreement. At no timeshall the Aggregate Outstanding Credit Exposure exceed the funds held in the Pledged Account. Ifthe Aggregate Outstanding Credit Exposure exceeds the funds held in the Pledged Account, theCompany, within 3 days of written notice from Lender, shall deposit funds in the Pledged Account tocause the balance in the Pledged Account to be equivalent to the Aggregate Outstanding CreditExposure.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 depositsreferred to in the definition of Adjusted One Month LIBOR Rate are not being provided for purposesof determining the interest rate on any Floating Rate Advance on any day, then each Floating RateAdvance shall bear interest at the Prime Rate plus the Applicable Margin for Floating Rate advancesuntil the Bank determines that quotations of interest rates for the relevant deposits referred toin 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 acompliance 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 asfollows: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 USAPatriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001))(“USA Patriot Act”), asamended, 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 willallow 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, administrationor application of) any law or regulation made after the date of this Agreement; (b) any change inthe status of a Borrower after the date of this Agreement; or (c) a proposed assignment or transferby a Lender of any of its rights and obligations under this Agreement to a party that is not aLender prior to such assignment or transfer, obliges the Agent or any Lender (or, in the case ofclause (c) above, any prospective new Lender) to comply with “know your customer” or similaridentification procedures in circumstances where the necessary information is not already availableto it, each Borrower shall promptly upon the request of the Agent or any Lender supply, or procurethe supply of, such documentation and other evidence as is reasonably requested by the Agent (foritself or on behalf of any Lender) or any Lender (for itself or, in the case of the event describedin clause (c) above, on behalf of any prospective new Lender) in order for the Agent, such Lenderor, in the case of the event described in clause (c) above, any prospective new Lender to carry outand be satisfied it has complied with all necessary “know your customer” or other similar checksunder all applicable laws and regulations pursuant to the transactions contemplated in thisAgreement and the other Loan Documents. Each Lender shall promptly upon the request of the Agentsupply, or procure the supply of, such documentation and other evidence as is reasonably requestedby the Agent (for itself) in order for the Agent to carry out and be satisfied it has complied withall necessary “know your customer” or other similar checks under all applicable laws andregulations pursuant to the transactions contemplated in this Agreement and the other LoanDocuments.2.2 Schedule 1.1 to the Credit Agreement shall be amended to add the Subsidiaries referencedbelow:     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 SubsidiaryMeasurement 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 OriginalCredit Agreement is deleted. The aggregate Commitment for the Agent and J.P. Morgan Europe Limitedis $5,000,000.00.
 
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ARTICLE 2.