exv10w25



 






Exhibit 10.25




AMENDMENT TO CREDIT AGREEMENT




     This AMENDMENT TO CREDIT AGREEMENT (“Amendment”) is entered into as of November ___,
2005, among METHODE ELECTRONICS, INC., a Delaware (the “Borrower”), each lender party
hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF
AMERICA, N.A., as Administrative Agent, and L/C Issuer.



          WHEREAS, the Borrower, the Lenders and Bank of America, N.A., as Administration Agent and L/C
Issuer are parties to that certain Credit Agreement, dated as of December 19, 2002 (the “Credit
Agreement”) (terms defined in the Credit Agreement shall have the same respective meanings when
used herein);




          WHEREAS, the Borrower has requested that the Lenders agree to amend the Credit Agreement so as
to extend the Maturity Date to January 31, 2006, all as more fully hereinafter set forth; and




          WHEREAS, the Lenders are willing to amend the Credit Agreement on the terms and conditions
contained herein;




     In consideration of the mutual covenants and agreements herein contained, the parties hereto
covenant and agree as follows:



ARTICLE I




AMENDMENT




     Section 1.1 of the Credit Agreement is amended so that the definition of “Maturity Date” shall
read in its entirety as follows:




     “Maturity Date” means (a) January 31, 2006, or (b) such earlier date upon
which the Aggregate Commitments may be terminated in accordance with the terms hereof.



ARTICLE II




REPRESENTATIONS AND WARRANTIES




     The Borrower hereby represents and warrants to the Administrative Agent and the Lenders that:



     2.01. The representations and warranties of the Borrower set forth in Article V of the Credit
Agreement are true and correct as of the date hereof as though made on the date hereof and as
though applied to the Credit Agreement as amended by this Amendment (except to the extent that such
representations and warranties specifically refer to an earlier date, in which case they are true
and correct as of such earlier date, and except that for purposes of this Section 2.01, the
representations and warranties contained in Section 5.05(a) and (b) of the Credit Agreement



 









 







shall
be deemed to refer to the most recent statements furnished pursuant to Section 6.01 (a) and (b) of
the Credit Agreement).



     2.02. No Default or Event of Default has occurred and is continuing.



ARTICLE III




GENERAL




     3.01. This Amendment shall become effective as of the date hereof, subject, however, to the
receipt by the Administrative Agent of counterparts of this Amendment, executed by the Borrower,
the other Loan Parties whose signatures are provided for hereinbelow, and the Lenders.



     3.02. As amended or modified by this Amendment, the Loan Documents shall remain in full force
and effect. References to the Credit Agreement in any of the Loan Documents shall be deemed to
include a reference to the Credit Agreement as amended or modified hereby, whether or not reference
is made to this Amendment. Section headings used in this Amendment are for convenience of
reference only, and shall not affect the construction of this Amendment.



     3.03. This Amendment may be executed in any number of counterparts (each of which shall be
deemed an original, but all such counterparts together shall constitute but one and the same
instrument).



     3.04. The Borrower agrees to pay to or reimburse the Administrative Agent, upon demand, for
all costs and expenses incurred (including legal expenses) in connection with the development,
preparation, negotiation, execution and delivery of this Amendment.



     3.05. All obligations of the Borrower and rights of the Administrative Agent and the Lenders,
that are expressed herein, shall be in addition to and not in limitation to those provided by
applicable law. This Amendment shall be a contract made under and governed by the internal laws of
the State of Illinois, without giving effect to principles of conflicts of laws. Whenever
possible, each provision of this Amendment shall be interpreted in such manner as to be effective
and valid under applicable law; but if any provision of this Amendment shall be prohibited by or
invalid under applicable law, such provision shall be ineffective to the extent of such prohibition
or invalidity, without invalidating the remainder of such provision or the remaining provisions of
this Amendment.



     3.06. The Borrower acknowledges and agrees that the execution and delivery by the
Administrative Agent and the Lenders of this Amendment shall not be deemed to create a course of
dealing or otherwise obligate the Lenders to forbear or execute similar amendments under the same
or similar circumstances in the future.



     3.07. This Amendment shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and assigns. No third party beneficiaries are intended in connection
with this Amendment.



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     3.08. This Amendment, together with the Credit Agreement, contains the entire and exclusive
agreement of the parties hereto with reference to the matters discussed herein and therein. This
Amendment supercedes all prior drafts and communications with respect hereto. This Amendment may
not be amended except in accordance with the provisions of Section 10.1 of the Credit Agreement.



[Signature Page Follows]




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     IN WITNESS WHEREOF, each parties hereto have caused this Agreement to be duly executed
as of the date first above written.



	 	 	 	 	 
	 	 	METHODE ELECTRONICS,INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 	 	Name: Douglas A. Koman
	 	 	Title: Vice President
	 
	 	 	 	 
	 	 	BANK OF AMERICA, N.A., as
	 	 	Administrative Agent
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 	 	Name:
	 

	 	 	 	 
	 	 	Title:
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	BANK OF AMERICA, N.A., as a Lender, and L/C
Issuer
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 	 	Name:
	 

	 	 	 	 
	 	 	Title:
	 

	 	 	 	 





 









 






ACKNOWLEDGEMENT




     The undersigned hereby acknowledges and agrees to the foregoing Amendment and confirms that
its Loan Documents remain in full force and effect and are hereby reaffirmed.



	 	 	 	 	 
	 	 	CONNECTIVITY TECHNOLOGIES, INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 	 	Name: Douglas A. Koman
	 	 	Title: Vice President
	 
	 	 	 	 
	 	 	DUEL SYSTEMS, INC.
	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 	 	Name: Douglas A. Koman
	 	 	Title: Vice President
	 
	 	 	 	 
	 	 	FUTURE EQUITY, INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 	 	Name: Douglas A. Koman
	 	 	Title: Vice President
	 
	 	 	 	 
	 	 	MAGNA-LASTIC DEVICES, INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 	 	Name: Douglas A. Koman
	 	 	Title: Vice President
	 
	 	 	 	 
	 	 	METHODE DELAWARE HOLDINGS, INC.






 









 






	 	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 	 	Name: Douglas A. Koman
	 	 	Title: Vice President
	 
	 	 	 	 
	 	 	METHODE DEVELOPMENT COMPANY
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 	 	Name: Robert J. Kuehnau
	 	 	Title: Vice President
	 
	 	 	 	 
	 	 	METHODE MEXICO USA, INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 	 	Name: Douglas A. Koman
	 	 	Title: Vice President