Exhibit 10b


    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 HARRIS
      N.A., successor by merger with Harris 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/
      Matthew W. Long          


    Name   
      Matthew
      W. Long           
      

    Title     
      Treasurer               

    
 

    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    
      Treasurer           

    


    


    LTB
      Investment Corporation

     

    By
      /s/
      Matthew W. Long              
      

    Name  
       Matthew
      W. Long       

    Title     
      Treasurer           


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Harris
      N.A., successor
      by merger with Harris Trust and Savings Bank, as Agent

    


    


    By  /s/
      Thad Rasche         
      

    Name
      Thad
      Rasche       


    Title
      Director