EXECUTION COPY
FIRST AMENDMENT
to
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
THIS FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT
AGREEMENT ("Amendment") is made as of April 15, 2002 by and among CTS
Corporation, an Indiana corporation (the "Borrower"), the financial institutions
listed on the signature pages hereof (the "Lenders") and Bank One, NA, having
its principal place of business in Chicago, Illinois, as contractual
representative (the "Agent"), under that certain Third Amended and Restated
Credit Agreement dated as of December 20, 2001 by and among the Borrower, the
Lenders, the Agent, ABN AMRO Bank N.V., as documentation agent and Harris Trust
and Savings Bank, as syndication agent (the "Credit Agreement"). Capitalized
terms used but not otherwise defined herein shall have the respective meanings
given to them in the Credit Agreement.
WHEREAS, the Borrower, the Lenders and the Agent are parties
to the Credit Agreement;
WHEREAS, the Borrower has requested that the Required Lenders consent
to certain amendments to the Credit Agreement;
and
WHEREAS, the Lenders and the Agent have agreed to amend the Credit
Agreement on the terms and conditions set forth herein;
WHEREAS, the Borrower, the Lenders and the Agent have further
agreed to reduce the Aggregate Revolving Loan Commitment as provided in Section
8 below;
NOW, THEREFORE, in consideration of the premises set forth
above, the terms and conditions contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Borrower, the Lenders and the Agent have agreed to the following amendment to
the Credit Agreement.
1. Amendments. Effective as of the date hereof and subject to the
satisfaction of the conditions precedent set forth in Section 2 below, the
Credit Agreement is hereby amended as follows:
(a) Section 1.1 of the Credit Agreement is hereby amended to add the
following new defined terms in the appropriate alphabetical locations:
"Subordinated Note Documents" means (i) the Subordinated
Notes, (ii) the Subordinated Note Purchase Agreement and (iii) any other
"Transaction Documents" (under and as defined in the Subordinated Note Purchase
Agreement) or other agreements, documents or instruments executed and/or
delivered in connection with the Subordinated Notes in form and substance
acceptable to the Agent and as the same may be amended, supplemented or modified
in accordance with Section 7.2(M) hereof (including, without limitation, the
Registration Rights Agreement substantially in the form of the draft dated April
9, 2002 distributed to the Lenders, with such changes thereto as may be
acceptable to the Agent).
"Subordinated Noteholders" means the "Purchasers" party to the
Subordinated Note Purchase Agreement and each of their respective successors and
permitted assigns, as the "Holders" of the Subordinated Notes.
"Subordinated Note Purchase Agreement" means that certain
Securities Purchase Agreement dated on or before April 25, 2002 between the
Borrower and each of the Subordinated Noteholders parties thereto, substantially
in the form of the draft dated April 9, 2002 distributed to the Lenders (with
such changes thereto as may be acceptable to the Agent) and as the same may be
amended, supplemented or modified in accordance with Section 7.2(M) hereof.
"Subordinated Notes" means those certain five-year 6 1/2%
Convertible Debentures to be issued by the Borrower in an original aggregate
principal amount of $25,000,000 (which may be increased by up to an additional
$5,000,000 within approximately ninety (90) days after the original issuance
thereof) and purchased by the Subordinated Noteholders pursuant to the
Subordinated Note Purchase Agreement, substantially in the form of the draft
dated April 9, 2002 distributed to the Lenders (with such changes thereto as may
be acceptable to the Agent) and as the same may be amended, supplemented or
modified in accordance with Section 7.2(M) hereof.
(b) The definition of "Change of Control" in Section 1.1 of the Credit
Agreement is hereby restated in its entirety as follows:
"Change of Control" means
(I) an event or series of events by which:
(a) any Person together with Affiliates of such
Person is or becomes the "beneficial owner" (as defined in
Rule 13d-3 under the Securities Exchange Act of 1934),
directly or indirectly, of twenty percent (20%) of the
combined voting power of the Borrower's outstanding Capital
Stock ordinarily having the right to vote at an election of
directors; or
(b) during any period of twelve (12) consecutive
calendar months, individuals:
(i) who were directors of the Borrower on the
first day of such period, or
(ii) whose election or nomination for
election to the board of directors of the
Borrower was recommended or approved by at
least a majority of the directors then still
in office who were directors of the Borrower
on the first day of such period, or whose
election or nomination for election was so
approved, shall cease to constitute a
majority of the board of directors of the
Borrower; or
(II) any "Change of Control Transaction" or event of like
import under and as defined in the Subordinated Notes.
(c) The definition of "EBITDA" in Section 1.1 of the Credit Agreement is
hereby amended to add the following proviso immediately before the period at the
end thereof:
provided, that upon the consummation of any Acquisition permitted
hereunder, for calculations made from and after such Acquisition,
EBITDA shall be calculated on a pro forma basis including the target's
historical EBITDA for the applicable period using historical financial
statements obtained from the seller broken down by fiscal quarter in
the Borrower's reasonable judgment (the amounts from which shall be
unadjusted unless adjustments thereto have been approved in writing by
the Agent)
(d) The definition of "Indebtedness" in Section 1.1 of the Credit
Agreement is hereby amended to delete clause (i) in its entirety and to
substitute the following clause (i) therefor:
(i) Off-Balance Sheet Liabilities (excluding liabilities under those
certain operating leases of equipment and aircraft sold by the Borrower
prior to December 31, 2001 for an aggregate amount of approximately
$15,000,000);
(e) Section 2.5(B)(i)(e)(III) of the Credit Agreement is hereby restated in its
entirety as follows:
(III) following the payment in full of the Term Loans and the
Supplemental Syndicated Loans, the amount of each Designated Prepayment
shall be applied to repay Revolving Loans (without reducing the
Revolving Loan Commitments).
(f) Article VI of the Credit Agreement is hereby amended to add the
following new Section 6.17 thereto:
6.17 Subordinated Indebtedness. The subordination provisions
of the Subordinated Note Documents and each of the Subordinated Notes
are enforceable against the Subordinated Noteholders and the
Obligations constitute "Senior Debt" (or an appropriate equivalent
term) under and as defined in the Subordinated Note Documents and each
of the Subordinated Notes.
(g) Section 7.2(A) of the Credit Agreement is hereby amended to delete
the word "and" at the end of clause (iv) thereof and to add the following
language immediately after clause (vi) thereof:
; and
(vii) Indebtedness evidenced by the Subordinated Note Documents.
(h) Section 7.2(C) of the Credit Agreement is hereby restated in its
entirety as follows:
(C) Merger; Acquisitions; Etc. Purchase or otherwise acquire,
whether in one or a series of transactions, all or a substantial portion of the
business assets, rights, revenues or property, real, personal or mixed, tangible
or intangible, of any Person, or all or a substantial portion of the Capital
Stock of or other Equity Interest in any other Person, or merge or consolidate
or amalgamate with any other Person or take any other action having a similar
effect, nor enter into any joint venture or similar arrangement with any other
Person other than an Acquisition which has been approved by the Required Lenders
and otherwise meets the following requirements (except as may be waived by the
Required Lenders):
(a) no Default or Event of Default shall have occurred and be
continuing or would result from such Acquisition or the incurrence of any
Indebtedness in connection therewith;
(b) the purchase is consummated pursuant to a negotiated
acquisition agreement on a non-hostile basis and approved by
the target company's board of directors (and shareholders, if
necessary) prior to the consummation of the Acquisition; and
(i) the acquisition documents in respect of such purchase (x)
shall have been delivered to the Agent in substantially final
form, reasonably in advance of the consummation of the
proposed Acquisition to provide the Agent sufficient time to
review such documents and (x) are reasonably satisfactory to
the Agent (including, without limitation, in respect of
representations, indemnities and opinions) and (ii) the
results of due diligence in respect of such purchase are
reasonably satisfactory to the Agent;
(c) the purchase price for all such Acquisitions permitted
under this Section 7.3(C) shall not exceed $15,000,000 during
the term of this Agreement (including the incurrence or
assumption of any Indebtedness in connection therewith and
transaction-related contractual payments, including the
maximum amounts payable as Contingent Purchase Price
Obligations);
(d) in the case of an Acquisition of Capital Stock of an
entity, the Acquisition shall be of at least ninety percent
(90%) of the Capital Stock of such entity, and such acquired
entity shall be (x) merged with and into the Borrower or any
wholly-owned Subsidiary thereof within ten (10) Business Days
following such Acquisition, with the Borrower or such
wholly-owned Subsidiary being the surviving corporation
following such merger or (y) the results of operations of such
entity shall be reported on a consolidated basis with the
Borrower and its consolidated Subsidiaries;
(e) the Borrower and its Subsidiaries shall have complied
with all of the requirements of the Collateral Documents and,
to the extent applicable, Sections 7.1(F) and (G) hereof in
respect of such Acquisition;
(f) the business being acquired shall be substantially
similar, related or incidental to the business or activities
engaged in by the Borrower and its Subsidiaries on the
Effective Date; and
(g) prior to such Acquisition, the Borrower shall deliver to the
Agent and the Lenders a certificate from one of the Authorized
Officers, demonstrating to the satisfaction of the Agent that
after giving effect to such Acquisition and the incurrence of
any Indebtedness permitted by Section 7.2(A) in connection
therewith, on a pro forma basis using historical financial
statements obtained from the seller broken down by fiscal
quarter in the Borrower's reasonable judgment (the amounts
from which shall be unadjusted unless adjustments thereto have
been approved in writing by the Agent) in respect of such
Acquisition as if the Acquisition and such incurrence of
Indebtedness had occurred on the first day of the twelve-month
period ending on the last day of the Borrower's most recently
completed fiscal quarter, the Borrower would have been in
compliance with the financial covenants in Section 7.3.
(i) Section 7.2(J) of the Credit Agreement is hereby restated in its
entirety as follows:
(J) Restricted Payments. Declare or make any Restricted
Payment; provided, however, that (i) the Borrower may pay quarterly
dividends at a rate not in excess of the declared value per share
announced by the Borrower on December 7, 2001 and (ii) the Borrower may
issue "Permitted Junior Securities" under and as defined in the
Subordinated Note Purchase Agreement to the extent permitted
thereunder.
(j) The Credit Agreement is hereby amended to add the following new Section
7.2(M) thereto:
(M) Other Indebtedness. The Borrower shall not amend, modify
or supplement, or permit any Subsidiary to amend, modify or supplement
(or consent to any amendment, modification or supplement of), any
document, agreement or instrument evidencing the Subordinated Notes or
any replacements, substitutions or renewals thereof (including, without
limitation, the Subordinated Note Documents) where such amendment,
modification or supplement provides for the following or which has any
of the following effects:
(i) increases the overall principal amount of the Subordinated Notes or
increases the amount of any single scheduled installment of principal or
interest;
(ii) shortens or accelerates the date upon which any installment of principal or
interest becomes due or adds any additional mandatory redemption
provisions;
(iii) shortens the final maturity date of the Subordinated Notes or
otherwise accelerates the amortization schedule with respect to the
Subordinated Notes;
(iv) increases the rate of interest accruing on the Subordinated Notes;
(v) provides for the payment of additional fees or increases existing fees;
(vi) amends or modifies any financial or negative covenant (or covenant which
prohibits or restricts the Borrower or a Subsidiary thereof from taking
certain actions) in a manner which is more onerous or more restrictive in
any material respect to the Borrower (or any Subsidiary of the Borrower)
than the financial or negative covenants contained herein or which is
otherwise materially adverse to the Borrower and/or the Lenders or, in the
case of adding covenants, which places material additional restrictions on
the Borrower (or a Subsidiary of the Borrower) or which requires the
Borrower or any such Subsidiary to comply with more restrictive financial
ratios or which requires the Borrower to better its financial performance
from that set forth in the existing financial covenants;
(vii) amends, modifies or adds any affirmative covenant in a manner which,
when taken as a whole, is materially adverse to the Borrower and/or the
Lenders; or
(viii) amends, modifies, suspends or supplements the subordination provisions
thereof.
(k) Section 7.3(B) of the Credit Agreement is hereby restated in its
entirety as follows:
(B) Leverage Ratios. (i) The Borrower and its Subsidiaries on
a consolidated basis shall not permit the ratio (the "Total Leverage
Ratio") of (i) Total Debt to (ii) EBITDA to be greater than the ratio
set forth below at the end of the fiscal quarter ending on the
corresponding date set forth below:
Quarter Ending Total Leverage Ratio
-------------- --------------------
December 31, 2001 6.50 to 1.00
March 31, 2002 5.50 to 1.00
June 30, 2002 5.50 to 1.00
September 30, 2002 4.75 to 1.00
December 31, 2002 3.25 to 1.00
March 31, 2003 3.25 to 1.00
June 30, 2003 2.75 to 1.00
September 30, 2003 and each 2.50 to 1.00
quarter thereafter
(ii) The Borrower and its Subsidiaries on a consolidated basis
shall not permit the ratio (the "Senior Leverage Ratio") of (i) Senior
Debt to (ii) EBITDA to be greater than the ratio set forth below at the
end of the fiscal quarter ending on the corresponding date set forth
below or on such other corresponding date set forth below:
Quarter or Date Ending Senior Leverage Ratio
---------------------- ---------------------
December 31, 2001 6.50 to 1.00
April 25, 2002 4.50 to 1.00
June 30, 2002 4.50 to 1.00
September 30, 2002 3.75 to 1.00
December 31, 2002 2.50 to 1.00
March 31, 2003 2.00 to 1.00
June 30, 2003 and each 1.50 to 1.00
quarter thereafter
The Total Leverage Ratio and, in the case of each fiscal
quarter other than the fiscal quarter ending March 31, 2002, the Senior
Leverage Ratio, shall be determined as of the last day of each fiscal
quarter based upon (i) Total Debt or Senior Debt, as the case may be,
as of the last day of such fiscal quarter and (ii) EBITDA for the four
fiscal quarter period ending on such day. With respect to the fiscal
quarter ending March 31, 2002, the Senior Leverage Ratio shall be
determined as of April 25, 2002 based upon (i) Senior Debt as of April
25, 2002 and (ii) EBITDA for the four fiscal quarter period ending on
the last day of the fiscal quarter ending March 31, 2002.
(l) Section 7.4 of the Credit Agreement is hereby restated in its entirety
as follows:
7.4 Sale and Leaseback Transactions and Other
Off-Balance Sheet Liabilities. The Borrower will not, nor will it
permit any Subsidiary to, enter into or suffer to exist any (i) Sale
and Leaseback Transaction or (ii) any other transaction pursuant to
which it incurs or has incurred Off-Balance Sheet Liabilities, except
for (x) Interest Rate Agreements permitted to be incurred under the
terms of Section 7.2(K) hereof and (y) the Sale and Leaseback
Transactions with respect to those certain operating leases of
equipment and aircraft sold by the Borrower prior to December 31, 2001
for an aggregate amount of approximately $15,000,000.
(m) Section 8.1(e) of the Credit Agreement is hereby restated in its
entirety as follows:
(e) Default as to Other Indebtedness; Subordinated Notes.
(i) The Borrower or any of its Subsidiaries shall fail
to make any payment when due (whether by scheduled maturity, required
prepayment, acceleration, demand or otherwise) with respect to any
Indebtedness (other than the Subordinated Notes, which are addressed in
clause (ii) below, and other than the Obligations) the outstanding
principal amount of which Indebtedness is in excess of $5,000,000; or
any breach, default or event of default shall occur, or any other
condition shall exist under any instrument, agreement or indenture
pertaining to any such Indebtedness, if the effect thereof is to cause
an acceleration, mandatory redemption, a requirement that the Borrower
offer to purchase such Indebtedness or other required repurchase of
such Indebtedness, or permit the holder(s) of such Indebtedness to
accelerate the maturity of any such Indebtedness or require a
redemption or other repurchase of such Indebtedness; or any such
Indebtedness shall be otherwise declared to be due and payable (by
acceleration or otherwise) or required to be prepaid, redeemed or
otherwise repurchased by the Borrower or any of its Subsidiaries (other
than by a regularly scheduled required prepayment) prior to the stated
maturity thereof.
(ii) The Borrower or any of its Subsidiaries shall fail
to make any payment when due (whether by scheduled maturity, required
prepayment, acceleration, demand or otherwise) with respect to the
Subordinated Notes or any other amounts owing under or pursuant to the
Subordinated Note Documents; or any breach, default or event of default
shall occur, or any other condition shall exist under any instrument,
agreement or indenture pertaining to the Subordinated Notes (including,
without limitation, an "Event of Default" or "Change of Control
Transaction" under and as defined in the Subordinated Note Documents),
if the effect thereof is to cause an acceleration, mandatory
redemption, a requirement that the Borrower offer to purchase the
Subordinated Notes or other required repurchase of the Subordinated
Notes, or permit the Subordinated Noteholders to accelerate the
maturity of the Subordinated Notes or require a redemption or other
repurchase of the Subordinated Notes; or any amounts owing under or
pursuant to the Subordinated Notes or any other Subordinated Note
Document shall be otherwise declared to be due and payable (by
acceleration or otherwise) or required to be prepaid, redeemed or
otherwise repurchased by the Borrower or any of its Subsidiaries (other
than by a regularly scheduled required prepayment) prior to the stated
maturity thereof.
2. Condition of Effectiveness. The effectiveness of this Amendment is
subject to the condition precedent that the Agent shall have received:
(a) counterparts of this Amendment duly executed by the Borrower, the
Required Lenders and the Agent;
(b) counterparts of the Reaffirmation attached hereto duly executed by each
Subsidiary Guarantor;
(c) for the account of each Lender, a fee in the amount of 20 basis
points on the sum of (i) such Lender's Revolving Loan Commitment, (ii) the
aggregate outstanding principal amount of such Lender's Supplemental Syndicated
Loans and (iii) the aggregate outstanding principal amount of such Lender's Term
Loans, in each case, determined as if the prepayment of the Term Loans from the
Net Cash Proceeds of the original issuance of Subordinated Notes in the
aggregate principal amount of $25,000,000 and the partial termination of the
Revolving Credit Commitments described in Section 8 hereto shall have occurred;
and
(d) for the account of the Arranger, such fees as have been agreed to in
a separate letter agreement between the Arranger and the Borrower.
3. Representations and Warranties of the Borrower. The Borrower hereby
represents and warrants as follows:
(a) This Amendment and the Credit Agreement as modified hereby constitute
legal, valid and binding obligations of the Borrower and are enforceable against
the Borrower in accordance with their terms.
(b) As of the date hereof and giving effect to the terms of this
Amendment, (i) there exists no Default or Unmatured Default and (ii) the
representations and warranties contained in Article VI of the Credit Agreement,
as modified hereby, are true and correct, except for changes reflecting events,
conditions or transactions permitted or not prohibited by the Credit Agreement.
4. Reference to and Effect on the Credit Agreement and Loan Documents.
(a) Upon the effectiveness of Section 1 hereof, each reference to the
Credit Agreement in the Credit Agreement or any other Loan Document shall mean
and be a reference to the Credit Agreement as modified hereby.
(b) The Borrower reaffirms the terms and conditions of the Credit
Agreement and the Loan Documents executed by it, including, without limitation,
the Security Agreement, the Pledge Agreements, the Mortgages and the other
Collateral Documents, as applicable, and acknowledges and agrees that except as
specifically modified above, the Credit Agreement and all other documents,
instruments and agreements executed and/or delivered in connection therewith
shall remain in full force and effect and are hereby ratified and confirmed.
(c) The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as a waiver of any right,
power or remedy of the Agent or the Lenders, nor constitute a waiver of or
consent to any provision of the Credit Agreement or any other documents,
instruments and agreements executed and/or delivered in connection therewith.
5. Governing Law. ANY DISPUTE BETWEEN THE BORROWER AND THE AGENT, THE
ARRANGER, ANY LENDER, OR ANY OTHER HOLDER OF SECURED OBLIGATIONS ARISING OUT OF,
CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED
BETWEEN THEM IN CONNECTION WITH, THIS AMENDMENT OR THE CREDIT AGREEMENT OR ANY
OF THE OTHER LOAN DOCUMENTS, AND WHETHER ARISING IN CONTRACT, TORT, EQUITY, OR
OTHERWISE, SHALL BE RESOLVED IN ACCORDANCE WITH THE INTERNAL LAWS (WITHOUT
REGARD TO THE CONFLICT OF LAWS PROVISIONS) OF THE STATE OF NEW YORK.
6. Headings. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.
7. Counterparts. This Amendment may be executed by one or more of the
parties hereto on any number of separate counterparts (including by means of
facsimile transmission), and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.
8. Reduction of Aggregate Revolving Loan Commitment. Effective as of the
date hereof and subject to the satisfaction of the conditions precedent set
forth in Section 2 above, the Aggregate Revolving Loan Commitment shall be
permanently reduced by $10,000,000 (the "Reduction Amount"), and, accordingly,
each Lender's Revolving Loan Commitment shall be reduced by its respective
Revolving Loan Pro Rata Share of the Reduction Amount. After giving effect to
such reduction, the Aggregate Revolving Loan Commitment will be $115,000,000.
Signature Page to
CTS Corporation
First Amendment to
Third Amended and Restated Credit Agreement
IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and
year first above written.
CTS CORPORATION, as the Borrower
/s/ Vinod M. Khilnani
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Name: Vinod M. Khilnani
Title: Senior Vice President and
Chief Financial Officer
BANK ONE, NA (Main Office Chicago), formerly known as NBD Bank,
N.A., as the Agent, as a Lender, as the Issuing Bank and as the
Swing Line Bank
/s/ Michael B. Kelly
------------------------------------------------------------
Name: Michael B. Kelly
Title: Associate
ABN AMRO BANK N.V., as Documentation Agent and as a Lender
/s/ Lynn R. Schade
------------------------------------------------------------
Name: Lynn R. Schade
Title: Group Vice President
/s/ Jana Dombrowski
------------------------------------------------------------
Name: Jana Dombrowski
Title: Vice President
HARRIS TRUST AND SAVINGS BANK, as Syndication Agent and as
a Lender
/s/ Thad D. Rasche
------------------------------------------------------------
Name: Thad D. Rasche
Title: Vice President
THE NORTHERN TRUST COMPANY, as a Lender
/s/ Mark E. Taylor
------------------------------------------------------------
Name: Mark E. Taylor
Title: Vice President
KEYBANK NATIONAL ASSOCIATION, as a Lender
/s/ Mary K. Young
------------------------------------------------------------
Name: Mary K. Young
Title: Vice President
NATIONAL CITY BANK OF INDIANA, as a Lender
/s/ Robert E. Norell Jr.
-----------------------------------------------------------
Name: Robert E. Norell Jr.
Title: Vice President
THE BANK OF TOKYO-MITSUBISHI, LTD., as a Lender
/s/ Shinchiro Munechika
------------------------------------------------------------
Name: Shinchiro Munechika
Title: Deputy General Manager
SUNTRUST BANK, as a Lender
---------------------------------
Name:
Title:
WACHOVIA BANK, NATIONAL ASSOCIATION (formerly known as
Wachovia Bank, N.A.), as a Lender
/s/ Donald E. Sellers, Jr.
------------------------------------------------------------
Name: Donald E. Sellers, Jr.
Title: Director
Signature Page to
CTS Corporation Reaffirmation
REAFFIRMATION
Each of the undersigned (each, a "Guarantor") hereby
acknowledges receipt of a copy of the First Amendment dated as of April 15, 2002
(the "Amendment") to the Third Amended and Restated Credit Agreement dated as of
December 20, 2001 by and among CTS Corporation, a Delaware corporation (the
"Borrower"), the financial institutions from time to time party thereto (the
"Lenders"), Bank One, NA, having its principal place of business in Chicago,
Illinois, in its individual capacity as a Lender and in its capacity as
contractual representative (the "Agent"), ABN AMRO Bank, N.V., as documentation
agent and Harris Trust and Savings Bank, as syndication agent (as so modified by
the Amendment and as the same may from time to time hereafter be amended,
restated, supplemented or otherwise modified, the "Credit Agreement").
Capitalized terms used in this Reaffirmation and not defined herein shall have
the meanings given to them in the Credit Agreement.
Each Guarantor, by its signature below, without in any way establishing
a course of dealing, hereby (i) acknowledges and consents to the execution and
delivery of the Amendment by the parties thereto, (ii) agrees that the Amendment
and the transactions contemplated thereby shall not limit or diminish the
obligations of such Guarantor to guarantee all of the "Obligations" of the
Borrower under and as defined in the Credit Agreement, all of the "Guaranteed
Obligations" under and as defined in the Subsidiary Guaranty and any other
obligations of such Guarantor arising under or pursuant to the Loan Documents,
(iii) reaffirms all of its obligations under the Subsidiary Guaranty and the
other Loan Documents to which it is a party and (iv) agrees that the Subsidiary
Guaranty and each and every other Loan Document executed by it remains in full
force and effect and is hereby reaffirmed, ratified and confirmed. All
references to the Credit Agreement contained the Subsidiary Guaranty or any of
the other Loan Documents shall be a reference to the Credit Agreement as so
modified by the Amendment and as the same may from time to time hereafter be
amended, modified or restated.
Dated: April 15, 2002
CTS WIRELESS COMPONENTS, INC.
/s/ Donald K. Schwanz
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Name: Donald K. Schwanz
Title: President
CTS CORPORATION, a Delaware corporation
/s/ Donald K. Schwanz
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Name: Donald K. Schwanz
Title: President
DYNAMICS CORPORATION OF AMERICA
/s/ Donald K. Schwanz
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Name: Donald K. Schwanz
Title: President
LTB INVESTMENT CORPORATION
/s/ Donald K. Schwanz
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Name: Donald K. Schwanz
Title: President