FIRST AMENDMENT AND WAIVER TO CREDIT AGREEMENT
EXHIBIT
10(a)
FIRST
AMENDMENT AND WAIVER TO CREDIT AGREEMENT
First
Amendment and Waiver
to
Credit Agreement dated as of March 13, 2007 (this “Amendment”),
among
CTS CORPORATION, an Indiana corporation (the “Borrower”),
the
guarantors party hereto, the financial institutions listed on the signature
pages hereof as Lenders and XXXXXX X.X. (“Xxxxxx”),
as
administrative agent (in such capacity, the “Administrative
Agent”).
W
I T N E
S S E T H:
WHEREAS,
the Borrower, the guarantors party thereto (the “Guarantors”),
the
financial institutions listed on the signature pages thereof as Lenders
and the
Administrative Agent have heretofore entered into that certain Credit Agreement,
dated as of June 27, 2006 (as amended, the “Credit
Agreement”),
among
the Borrower, the Guarantors party thereto, the Lenders party thereto,
and
Xxxxxx, as L/C Issuer and Administrative Agent; and
WHEREAS,
the Borrower has requested an amendment and waiver to certain provisions
of the
Credit Agreement and the Lenders and the Administrative Agent are willing
to do
so on the terms and conditions set forth in this Amendment.
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 parties hereto
agree as follows:
ARTICLE
I.
DEFINITIONS
SECTION
1.1 Use
of
Defined Terms.
Unless
otherwise defined or the context otherwise requires, terms for which meanings
are provided in the Credit Agreement shall have such meanings when used
in this
Amendment.
ARTICLE
II.
AMENDMENT
SECTION
2.1 Section 9.1(f)(ii)
of the Credit Agreement is hereby amended by deleting the proviso appearing
at
the end thereof and inserting in its place the following:
provided
that
the
redemption, purchase or conversion of the Notes by the Borrower under
sections 3, 4 or 12 of the Subordinated Indenture shall not constitute an
Event of Default hereunder;
ARTICLE
III.
WAIVER
Notwithstanding
anything to the contrary contained in Sections 8.5(a), (b) and (c) of the
Credit Agreement, the Lenders hereby waive the requirement for the Borrower
to
deliver the (w) quarterly financial statements as set forth in
Section 8.5(a), (x) annual financial statements as set forth in
Section 8.5(b), (y) auditor certifications as set forth in
Section 8.5(c) and (z) compliance certificate as set forth in
Section 8.5(j), in each case as required to be delivered pursuant to
Section 8.5 of the Credit Agreement for the fiscal quarter of the Borrower
ending April 1, 2007 and for the fiscal year of the Borrower ended December
31, 2006 until June 30, 2007.
ARTICLE
IV.
REPRESENTATIONS
AND WARRANTIES
In
order
to induce the Lenders and the Administrative Agent to enter into this Amendment,
the Borrower hereby reaffirms, as of the date hereof, its representations
and
warranties contained in Section 6 of the Credit Agreement, except to the
extent qualified by the Borrower’s Current Report on Form 8-K filed with
the Securities and Exchange Commission on February 9, 2007, and
additionally represents and warrants to the Administrative Agent and each
Lender
as set forth in this Article
III.
SECTION
4.1 Due
Authorization, Non-Contravention, etc.
The
execution, delivery and performance by the Borrower of this Amendment are
within
the Borrower’s powers, have been duly authorized by all necessary corporate
action, and do not:
(a)
contravene the Borrower’s constituent documents;
(b)
contravene any contractual restriction, law or governmental regulation
or court
decree or order
binding on or affecting the Borrower; or
(c)
result in, or require the creation or imposition of, any Lien on any of
the
Borrower’s properties.
SECTION
4.2 Government
Approval, Regulation, etc.
No
authorization or approval or other action by, and no notice to or filing
with,
any governmental authority or regulatory body or other Person is required
for
the due execution, delivery or performance by the Borrower of this
Amendment.
SECTION
4.3 Validity,
etc.
This
Amendment constitutes the legal, valid and binding obligation of the Borrower
enforceable in accordance with its terms.
ARTICLE
V.
CONDITIONS
PRECEDENT
SECTION
5.1 Effectiveness.
The
effectiveness of this Amendment is subject to the execution and delivery
of this
Amendment by the Borrower, the Guarantors, the Administrative Agent, and
the
Required Lenders.
ARTICLE
VI.
MISCELLANEOUS
PROVISIONS
SECTION
6.1 Ratification
of and References to the Credit Agreement.
The
Credit Agreement is hereby ratified, approved and confirmed in each and
every
respect.
SECTION
6.2 Headings.
The
various headings of this Amendment are for convenience of reference only,
are
not part of this Amendment and shall not affect the construction of, or
be taken
into consideration in interpreting, this Amendment.
SECTION
6.3 Execution
in Counterparts.
This
Amendment may be executed in counterparts (and by different parties hereto
on
different counterparts), each of which shall constitute an original, but
all of
which when taken together shall constitute a single agreement.
SECTION
6.4 No
Other Amendment.
Except
for the amendment and waiver expressly set forth above, the text of the
Credit
Agreement and the other Loan Documents shall remain unchanged and in full
force
and effect, and the Lenders and the Administrative Agent expressly reserve
the
right to require strict compliance with the terms of the Credit Agreement
and
the other Loan Documents.
SECTION
6.5 Governing
Law; Entire Agreement.
THIS
AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW
OF THE
STATE OF ILLINOIS.
[THE
REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and delivered by their respective officers thereunto duly authorized
as
of the day and year first above written.
“Borrower”
CTS
Corporation,
an
Indiana corporation
By /s/
Xxxxxxx X. Xxxx
Name:
Xxxxxxx X. Xxxx
Title:
Treasurer
“Guarantors”
CTS
Corporation,
a
Delaware corporation
By /s/
Xxxxxxx X. Xxxx
Name:
Xxxxxxx X. Xxxx
Title:
Treasurer
CTS
Electronic Components, Inc.
By /s/
Xxxxxxx X. Xxxxxx
Name:
Xxxxxxx X. Xxxxxx
Title:
Vice President and Secretary
Dynamics
Corporation of America
By /s/
Xxxxxxx X. Xxxx
Name:
Xxxxxxx X. Xxxx
Title:
Vice President and Treasurer
LTB
Investment Corporation
By /s/
Xxxxxxx X. Xxxx
Name:
Xxxxxxx X. Xxxx
Title:
Vice President and Treasurer
CTS
Electronics Manufacturing Solutions, Inc.
By /s/
Xxxxxxx X. Xxxxxx
Name:
Xxxxxxx X. Xxxxxx
Title:
Vice President and Secretary
CTS
Electronics Manufacturing Solutions (Santa
Xxxxx), Inc.
By /s/
Xxxxxxx X. Xxxxxx
Name:
Xxxxxxx X. Xxxxxx
Title:
Vice President and Secretary
CTS
Electronics Manufacturing Solutions
(Moorpark), Inc.
By /s/
Xxxxxxx X. Xxxxxx
Name:
Xxxxxxx X. Xxxxxx
Title:
Vice President and Secretary
“Lenders”
Xxxxxx
X.X.,
in its
individual capacity as a Lender, as L/C Issuer, and as Administrative
Agent
By /s/
Xxxx X. Xxxxxx
Name:
Xxxx X. Xxxxxx
Title:
Director
National
City Bank of Indiana
By /s/
Xxxxx X. Xxxxxxxx
Name:
Xxxxx X. Xxxxxxxx
Title:
Vice President
The
Northern Trust Company
By /s/
Xxxxx X. Xxxx
Name:
Xxxxx X. Xxxx
Title:
Vice President
Comerica
Bank
By /s/
Xxxxxxxxx X. Xxxxx
Name:
Xxxxxxxxx X. Xxxxx
Title:
Vice President
LaSalle
Bank National Association
By /s/
Xxxx Xxxxxxxxx
Name:
Xxxx Xxxxxxxxx
Title:
Senior Vice President