Exhibit 10a


    

      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 HARRIS N.A., successor by merger with 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 Credit Agreement,
        dated as of July 14, 2003 (as amended, 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 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/
        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    
        Treasurer            
         

      


       

      LTB
        Investment Corporation

       

      By
        /s/
        Matthew W. Long         
        

      Name  
        Matthew
        W. Long    


      Title    
        Treasurer           
        

      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      “Lenders”

      


      Harris
        N.A.,
        successor by merger with Harris Trust and Savings Bank, in its individual
        capacity as a Lender and as Administrative Agent

      


      


      By  /s/
        Thad Rasche         
         

      Name  
        Thad
        Rasche       

      Title    
        Director            
        

      


      


      National
        City Bank of Indiana, as
        Lender

      


      


      By  /s/
        Chris Thornton         
         

      Name  
        Chris
        Thornton       

      Title    
        Vice
        President         
        

      


      


      


      Key
        Bank
        National Association, as
        Lender

      


      


      By 
        /s/
        Jeff Kalinowski              
        

      Name  
        Jeff
        Kalinowski       
  
        

      Title    
        Senior
        Vice President   

      


      


      The
        Northern Trust Company, as
        Lender

      


      


      By  /s/
        Jared Hall             

      Name  
        Jared
        Hall          

             
        Title     Vice
        President