FOURTH AMENDMENT TO CREDIT AGREEMENT
FOURTH
AMENDMENT TO CREDIT AGREEMENT
Fourth
Amendment to Credit Agreement,
dated
as of March 8, 2006 (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., successor by merger with Xxxxxx
Trust
and Savings Bank (“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 July 14, 2003 (as amended, the “Credit
Agreement”),
among
the Borrower, the Guarantors party thereto, the Lenders party thereto, Xxxxxx,
as L/C Issuer and Administrative Agent, and National City Bank of Indiana,
as
Syndication Agent, and Key Bank National Association, as Documentation Agent;
and
WHEREAS,
the Borrower has asked the Lenders and the Administrative Agent to amend
the
restrictions on the payment of dividends.
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.
AMENDMENTS
SECTION
2.1 Section 8.7(p)
of the Credit Agreement is hereby amended in its entirety and as so amended
shall read as follows:
(p) unsecured
indebtedness of the Borrower and its Subsidiaries not otherwise permitted
by
this Section in an amount not to exceed $30,000,000 in the aggregate at
any one
time outstanding.
SECTION
2.2 Section 8.12
of the Credit Agreement is hereby amended in its entirety and as so amended
shall read as follows:
Section 8.12. Dividends
and Certain Other Restricted Payments.
The
Borrower shall not, nor shall it permit any Subsidiary to, (a) declare or
pay any dividends on or make any other distributions in respect of any class
or
series of its capital stock or other equity interests or (b) directly or
indirectly purchase, redeem, or otherwise acquire or retire any of its capital
stock or other equity interests or any warrants, options, or similar instruments
to acquire the same; provided,
however,
that the
foregoing shall not operate to prevent (I) the making of dividends or
distributions (i) by any Subsidiary of the Borrower or its Subsidiaries to
its parent corporation and (ii) so long as no Default or Event of Default
exists prior to or would result after giving effect to such action, by the
Borrower, (II) any distribution or redemption under the Borrower’s Shareholder
Rights Plan, and (III) so long as no Default or Event of Default has occurred
and is continuing, the Borrower may repurchase shares of its capital stock
for
an aggregate purchase price not to exceed $30,000,000.
ARTICLE
III.
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 and additionally
represents and warrants to the Administrative Agent and each Lender as set
forth
in this Article
III.
SECTION
3.1 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
3.2 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
3.3 Validity,
etc.
This
Amendment constitutes the legal, valid and binding obligation of the Borrower
enforceable in accordance with its terms.
ARTICLE
IV.
MISCELLANEOUS
PROVISIONS
SECTION
4.1 Ratification
of and References to the Credit Agreement.
The
Credit Agreement and each other Loan Document is hereby ratified, approved
and
confirmed in each and every respect.
SECTION
4.2 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
4.3 Execution
in Counterparts, Effectiveness, etc.
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
4.4 Effectiveness.
This
Amendment shall become effective upon execution and delivery by the Borrower,
Guarantors and the Required Lenders.
SECTION
4.5 No
Other Amendments.
Except
for the amendments 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
4.6 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
Treasurer
LTB
Investment Corporation
By
/s/
Xxxxxxx X. Xxxx
Name
Xxxxxxx
X. Xxxx
Title
Treasurer
“Lenders”
Xxxxxx
X.X.,
successor by merger with Xxxxxx Trust and Savings Bank, in its individual
capacity as a Lender and as Administrative Agent
By /s/
Xxxx Xxxxxx
Name
Xxxx
Xxxxxx
Title
Director
National
City Bank of Indiana, as
Lender
By /s/
Xxxxx Xxxxxxxx
Name
Xxxxx
Xxxxxxxx
Title
Vice
President
Key
Bank
National Association, as
Lender
By
/s/
Xxxx Xxxxxxxxxx
Name
Xxxx
Xxxxxxxxxx
Title
Senior
Vice President
The
Northern Trust Company, as
Lender
By /s/
Xxxxx Xxxx
Name
Xxxxx
Xxxx
Title Vice
President
