SECOND AMENDMENT TO SECURITY AGREEMENT
SECOND
AMENDMENT TO SECURITY AGREEMENT
Second
Amendment to SECURITY Agreement,
dated
as of March 8, 2006 (this “Amendment”),
among
CTS CORPORATION, an Indiana corporation (the “Borrower”),
the
other parties executing this Amendment under the heading “Debtors” and XXXXXX
X.X., successor by merger with Xxxxxx Trust and Savings Bank, as administrative
agent (in such capacity, the “Administrative
Agent”).
W
I T N E
S S E T H:
WHEREAS, the Borrower and certain other parties have executed and delivered
to
the Agent that certain Security Agreement dated as of July 14, 2003 (such
Security Agreement, as the same may from time to time be amended, modified
or
restated, including supplements thereto which add additional parties as Debtors
thereunder, being hereinafter referred to as the “Security Agreement”); and
WHEREAS, the Borrower has asked the Lenders and the Administrative Agent
to permit the Borrower to increase the amount of Collateral that may be located
at locations that are not Permitted Collateral Locations.
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 Security Agreement shall have such meanings when used in
this Amendment.
ARTICLE
II.
AMENDMENTS
SECTION
2.1 Section 4(b)
of the Security Agreement is hereby amended by deleting the amount “$3,500,000”
appearing in the second sentence thereof and inserting in its place the amount
“$10,000,000.”
ARTICLE
III.
REPRESENTATIONS
AND WARRANTIES
In order to induce the
Administrative Agent to enter into this Amendment, each Debtor hereby reaffirms,
as of the date hereof, its representations and warranties contained in the
Security Agreement and additionally represents and warrants unto 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 it of this Amendment are within its
powers, have been duly authorized by all necessary corporate action, and do
not:
(a) contravene
such Debtors’ constituent documents;
(b) contravene
any contractual restriction, law or governmental regulation or court
decree or order binding on or affecting such Debtor; or
(c) result
in, or require the creation or imposition of, any Lien on such Debtor’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 any Debtor of this
Amendment.
SECTION
3.3 Validity,
etc.
This
Amendment constitutes the legal, valid and binding obligation of each Debtor
enforceable in accordance with its terms.
ARTICLE IV.
MISCELLANEOUS
PROVISIONS
SECTION
4.1 Ratification
of and References to the Credit Agreement.
The
Security Agreement is hereby ratified, approved and confirmed in each and every
respect and each Debtor agrees that all of its obligations under the Security
Agreement, and the liens and security interests granted and provided for in
the
Security Agreement, are and shall remain in full force and effect for the
benefit and security of all of the Secured Obligations.
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. This Amendment
shall become effective when counterparts hereof executed on behalf of the
Debtors and Administrative Agent shall have been received by the Administrative
Agent. Delivery of an executed counterpart of a signature page of this Amendment
by telecopy shall be effective as delivery of a manually executed counterpart
of
this Amendment.
SECTION
4.4 No
Other
Amendments.
Except
for the amendments expressly set forth above, the text of the Security 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
4.5 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.
“Debtors”
CTS
Corporation,
an
Indiana corporation
By
/s/
Xxxxxxx X. Xxxx
Name
Xxxxxxx
X. Xxxx
Title
Treasurer
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
Xxxxxx
X.X., successor
by merger with Xxxxxx Trust and Savings Bank, as Agent
By /s/
Xxxx Xxxxxx
Name
Xxxx
Xxxxxx
Title
Director
