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
                 ------------------------------------------------------------
                 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
              -----------------------------------------------------------------
              Name:  Donald K. Schwanz
              Title: President

              CTS CORPORATION, a Delaware corporation

                     /s/ Donald K. Schwanz
              -----------------------------------------------------------------
              Name:  Donald K. Schwanz
              Title: President








               DYNAMICS CORPORATION OF AMERICA

                       /s/ Donald K. Schwanz
               -----------------------------------------------------------------
               Name:   Donald K. Schwanz
               Title:  President

               LTB INVESTMENT CORPORATION

                      /s/ Donald K. Schwanz
               -----------------------------------------------------------------
               Name:  Donald K. Schwanz
               Title: President