Exhibit 10.a


    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 HARRIS N.A. (“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 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
          Harris, 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/
          Matthew W. Long       

        Name:
          Matthew W. Long

        Title:
          Treasurer

         

        “Guarantors”

        


        CTS
          Corporation,

        a
          Delaware corporation

        


        


        By  /s/
          Matthew W. Long       

        Name:
          Matthew W. Long

        Title:
          Treasurer

         

        CTS
          Electronic Components, Inc.

         

        By  /s/
          Richard G. Cutter       

        Name:
          Richard G. Cutter

        Title:
          Vice President and Secretary

         

        Dynamics
          Corporation of America

         

        By  /s/
          Matthew W. Long       

        Name:
          Matthew W. Long

        Title:
          Vice President and Treasurer

         

        LTB
          Investment Corporation

         

        By  /s/
          Matthew W. Long       

        Name:
          Matthew W. Long

        Title:
          Vice President and Treasurer


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


         

        CTS
          Electronics Manufacturing Solutions, Inc. 

         

        By  /s/
          Richard G. Cutter       

        Name:
          Richard G. Cutter

        Title:
          Vice President and Secretary

         

        CTS
          Electronics Manufacturing Solutions (Santa
          Clara), Inc.

         

        By  /s/
          Richard G. Cutter       

        Name:
          Richard G. Cutter

        Title:
          Vice President and Secretary

         

        CTS
          Electronics Manufacturing Solutions
          (Moorpark), Inc.

         

        By  /s/
          Richard G. Cutter           

        Name:
          Richard G. Cutter

        Title:
          Vice President and Secretary

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        “Lenders”

         

        Harris
          N.A.,
          in its
          individual capacity as a Lender, as L/C Issuer, and as Administrative
          Agent

         

        By  /s/
          Thad D. Rasche       

        Name:
          Thad D. Rasche

        Title:
          Director

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


         

        National
          City Bank of Indiana

         

        By  /s/
          Chris D. Thornton           

        Name:
          Chris D. Thornton

        Title:
          Vice President

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


         

        The
          Northern Trust Company

         

        By  /s/
          Jared T. Hall            

        Name:
          Jared T. Hall

        Title:
          Vice President


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


         

        Comerica
          Bank

         

        By  /s/
          Catherine M. Young      

        Name:
          Catherine M. Young

        Title:
          Vice President


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


         

        LaSalle
          Bank National Association

         

        By  /s/
          John  Beardslee        

        Name:
          John  Beardslee

        Title:
          Senior Vice President