8 And Sample Contracts

8 And • March 17th, 2005 • Knowles Electronics Holdings Inc • Electromedical & electrotherapeutic apparatus • New York

AMENDMENT NO. 8 AND WAIVER dated as of March 10, 2005 (this “Amendment”), to the Credit Agreement dated as of June 28, 1999, as amended and restated as of July 21, 1999, as amended (the “Credit Agreement”), among Knowles Electronics Holdings, Inc., formerly known as Knowles Electronics, Inc., a Delaware corporation (the “Parent Borrower”); the financial institutions party thereto as Lenders (the “Lenders”); JPMorgan Chase Bank, N.A., as successor to The Chase Manhattan Bank, as administrative agent (in such capacity, the “Administrative Agent”) and Morgan Stanley Senior Funding, Inc., as Syndication Agent.