1.2 Sections 6.1(i) and (ii) are amended to no longer require consolidating financialstatements. All other requirements regarding the delivery of financial statements set forth inSections 6.1(i) and (ii) remain in full force and effect.ARTICLE 2.REPRESENTATIONSEach 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 beenduly authorized and is not in contravention with any law, of the terms of its Articles ofIncorporation 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 enforceableagainst it in accordance with the terms hereof.2.3 After giving effect to the amendments herein contained, the representations and warrantiescontained in Article V of the Credit Agreement are true on and as of the date hereof with the sameforce and effect as if made on and as of the date hereof.2.4 No Default or Unmatured Default exists or has occurred and is continuing on the datehereof.2.5 The terms and conditions of all prior amendments, including side letters to the CreditAgreement are in full force and effect and adopted by each Borrower.ARTICLE 3.CONDITIONS OF EFFECTIVENESSThis 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 otherdocument to the “Credit Agreement” shall be deemed to be references to the Credit Agreement asamended 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 andexpenses arising in connection with this Amendment, including the reasonable fees of counsel to theAgent in connection with preparing this Amendment and the related documents.
 
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4.3 Each Borrower acknowledges and agrees that the Agent and the Lender have fully performedall of their obligations under all documents executed in connection with the Credit Agreement andall actions taken by the Agent and the Lender are reasonable and appropriate under thecircumstances and within their rights under the Credit Agreement and all other documents executedin connection therewith and otherwise available. Each Borrower represents and warrants that it isnot aware of any claims or causes of action against the Agent or any Lender, any participant lenderor any of their successors or assigns.4.4 Except as expressly amended hereby, each Borrower agrees that the Credit Agreement and allother Loan Documents are ratified and confirmed and shall remain in full force and effect and thatit has no set off, counterclaim or defense with respect to any of the foregoing. Terms used butnot 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 ifthe signatures thereto and hereto were upon the same instrument.IN WITNESS WHEREOF, the parties signing this Amendment have caused this Amendment to beexecuted and delivered as of March 31, 2010.      KEITHLEY INSTRUMENTS, INC.