Second Quarter 2004
FIRST AMENDMENT TO CREDIT AGREEMENT
FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of June 17, 2004 (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 HARRIS TRUST AND SAVINGS BANK (“ Harris ”), 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 $55,000,000 Credit
Agreement, dated as of July 14, 2003 (the “ Credit Agreement ”), among the Borrower, the Guarantors party thereto, the Lenders
party thereto, Harris, 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 permit the Borrower to repurchase a
limited amount of its capital stock.
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
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.
SECTION 2.1 Section 8.12 of the Credit Agreement is hereby amended by:
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 d