EX-4.2



 Exhibit 4.2 
 SUPPLEMENTAL INDENTURE FOR 2017 NOTES 
 BELDEN INC. 

AND 
 THE
GUARANTORS NAMED HEREIN, 
 AND 
 U.S. BANK NATIONAL ASSOCIATION, 
 as Trustee 

 
  

SUPPLEMENTAL INDENTURE 
 Dated as of August 24, 2012 
 to 

Indenture 
 Dated
as of March 16, 2007 
 7.0% Senior Subordinated Notes due 2017 







 THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated
as of August 24, 2012, is by and among Belden Inc., a Delaware corporation (the “Company”), the Guarantors (as defined in the Indenture referred to herein), and U.S. Bank National Association, as trustee (the
“Trustee”). 
 WHEREAS, the Company, the Guarantors and the Trustee are parties to that certain Indenture dated
as of March 16, 2007 (the “Indenture”), relating to the Company’s 7.0% Senior Subordinated Notes due 2017 (the “Notes”); 
 WHEREAS, $349,400,000 aggregate principal amount of Notes are currently outstanding; 
 WHEREAS, Section 9.02 of the Indenture provides that, with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including, without limitation, consents
obtained in connection with a tender offer for Notes), the Company, the Guarantors and the Trustee may enter into an indenture supplemental to the Indenture for the purpose of amending or supplementing the Indenture or the Notes (subject to certain
exceptions); 
 WHEREAS, the Company desires and has requested the Trustee to join with it and the Guarantors in entering into
this Supplemental Indenture for the purpose of amending the Indenture and the Notes in certain respects as permitted by Section 9.02 of the Indenture; 
 WHEREAS, the Company has been soliciting consents to this Supplemental Indenture upon the terms and subject to the conditions set forth in its Offer to Purchase and Consent Solicitation Statement dated
August 13, 2012 and the related Consent and Letter of Transmittal (which together, including any amendments, modifications or supplements thereto, constitute the “Tender Offer”); 

WHEREAS, (1) the Company has received the consent of the Holders of at least a majority in principal amount of the outstanding Notes
(excluding any Notes owned by the Company or any of its Affiliates), all as certified by an Officers’ Certificate delivered to the Trustee simultaneously with the execution and delivery of this Supplemental Indenture, (2) the Company has
delivered to the Trustee simultaneously with the execution and delivery of this Supplemental Indenture an Opinion of Counsel relating to this Supplemental Indenture as contemplated by Section 9.06 of the Indenture and (3) the Company and
the Guarantors have satisfied all other conditions required under Article Nine of the Indenture to enable the Company, the Guarantors and the Trustee to enter into this Supplemental Indenture. 

NOW, THEREFORE, in consideration of the above premises, each party hereby agrees, for the benefit of the others and for the equal and
ratable benefit of the Holders of the Notes, as follows: 







 ARTICLE I 
 AMENDMENTS TO INDENTURE AND NOTES 
 Section 1.1 Amendments to
Articles Three, Four, Five and Six. The Indenture is hereby amended by deleting the following Sections or clauses of the Indenture and all references and definitions related thereto in their entirety: 

Section 3.09 (Offer to Repurchase by Application of Excess Proceeds); 

Section 4.03 (Reports); 
 Section 4.05 (Taxes); 
 Section 4.06 (Stay, Extension and Usury Laws);

 Section 4.07 (Restricted Payments); 
 Section 4.08 (Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries); 
 Section 4.09 (Limitations on Incurrence of Indebtedness); 
 Section 4.11
(Transactions With Affiliates); 
 Section 4.12 (Liens); 

Section 4.17 (Payments for Consent); 
 Section 4.18 (Subsidiary Guarantees); 
 Clauses (iii) and (iv) of
Section 5.01(a) (Merger, Consolidation, or Sale of Assets); and Clauses (iv) and (v) Section 6.01(a) (Events of Default). 
 Section 1.2 Amendments to Notes. The Notes are hereby amended to delete all provisions inconsistent with the amendments to the Indenture effected by this Supplemental Indenture.

 ARTICLE II 
 MISCELLANEOUS PROVISIONS 
 Section 2.1 Defined Terms.
For all purposes of this Supplemental Indenture, except as otherwise defined or unless the context otherwise requires, terms used in capitalized form in this Supplemental Indenture and defined in the Indenture have the meanings specified in the
Indenture. 
 Section 2.2 Indenture. Except as amended hereby, the Indenture and the Notes are in all
respects ratified and confirmed and all the terms shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered
under the Indenture shall be bound hereby and all terms and conditions of both shall be read together as though they constitute a single instrument, except that in the case of conflict the provisions of this Supplemental Indenture shall control.

 Section 2.3 Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK. 
 Section 2.4 Successors. All agreements of the Company and the
Guarantors in this Supplemental Indenture and the Notes shall bind their respective successors. All agreements of the Trustee in this Supplemental Indenture shall bind its successors. 

Section 2.5 Duplicate Originals. All parties may sign any number of copies of this Supplemental Indenture. Each signed
copy shall be an original, but all of them together shall represent the same agreement. It is the express intent of the parties to be bound by the exchange of signatures on this Supplemental Indenture via telecopy or other form of electronic
transmission. 

  
 2 








 Section 2.6 Severability. In case any one or more of the provisions in
this Supplemental Indenture or in the Notes shall be held invalid, illegal or unenforceable, in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions shall
not in any way be affected or impaired thereby, it being intended that all of the provisions hereof shall be enforceable to the full extent permitted by law. 
 Section 2.7 Trustee Disclaimer. The Trustee accepts the amendments of the Indenture effected by this Supplemental Indenture and agrees to execute the trust created by the Indenture as
hereby amended, but on the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee, which terms and provisions shall in like manner define and
limit its liabilities and responsibilities in the performance of the trust created by the Indenture as hereby amended, and without limiting the generality of the foregoing, the Trustee shall not be responsible in any manner whatsoever for or with
respect to any of the recitals or statements contained herein, all of which recitals or statements are made solely by the Company and the Guarantors, and the Trustee makes no representation with respect to any such matters. Additionally, the Trustee
makes no representations as to the validity or sufficiency of this Supplemental Indenture. 
 Section 2.8
Effectiveness. The provisions of this Supplemental Indenture shall be effective only upon execution and delivery of this instrument by the parties hereto. Notwithstanding the foregoing sentence, the provisions of this Supplemental
Indenture shall become operative only upon the purchase by the Company, pursuant to the Tender Offer, of at least a majority in principal amount of the outstanding Notes (excluding any Notes owned by the Company or any of its Affiliates), with the
result that the amendments to the Indenture effected by this Supplemental Indenture shall be deemed to be revoked retroactive to the date hereof if such purchase shall not occur. The Company shall notify the Trustee promptly after the occurrence of
such purchase or promptly after the Company shall determine that such purchase will not occur. 
 Section 2.9
Endorsement and Change of Form of Notes. Any Notes authenticated and delivered after the close of business on the date that this Supplemental Indenture becomes operative in substitution for Notes then outstanding and all Notes
presented or delivered to the Trustee on and after that date for such purpose shall be stamped, imprinted or otherwise legended by the Company, with a notation as follows: 
 “Effective as of August 27, 2012, certain restrictive covenants of the Company and certain Events of Default have been eliminated or limited, as provided in the Supplemental Indenture, dated as
of August 24, 2012. Reference is hereby made to such Supplemental Indenture, copies of which are on file with the Trustee, for a description of the amendments made therein.” 

Section 2.10 Effect of Headings. The Section headings herein are for convenience only and shall not affect the
construction thereof. 
 [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] 

  
 3 








 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the day and year written above. 
  

			
	BELDEN INC.
		
	By:	 	 /s/ John E. Einwalter

	Name:	 	John E. Einwalter
	Title:	 	Treasurer
		
	By:	 	 /s/ Kevin L. Bloomfield

	Name:	 	Kevin L. Bloomfield
	Title:	 	 Senior Vice President, Secretary and
 General Counsel



 Company Signature Page to 

2017 Notes Supplemental Indenture 







 
			
	Guarantors:
	
	BELDEN FINCO INC.
	BELDEN WIRE & CABLE COMPANY LLC
	BELDEN CDT NETWORKING, INC.
	BELDEN HOLDINGS, INC.
	BELDEN TECHNOLOGIES, LLC
	BELDEN 1993 LLC
	CDT INTERNATIONAL HOLDINGS LLC
		
	By:	 	 /s/ John E. Einwalter

	Name:	 	John E. Einwalter
	Title:	 	Treasurer
		
	By:	 	 /s/ Brian E. Anderson

	Name:	 	Brian E. Anderson
	Title:	 	Secretary
	
	BELDEN GLOBAL C.V.
		
	By:	 	CDT International Holdings LLC,
		 	its general partner
		
	By:	 	 /s/ John E. Einwalter

	Name:	 	John E. Einwalter
	Title:	 	Treasurer
		
	By:	 	Belden Holdings, Inc.,
		 	its limited partner
		
	By:	 	 /s/ John E. Einwalter

	Name:	 	John E. Einwalter
	Title:	 	Treasurer


 Guarantors Signature Page to 

2017 Notes Supplemental Indenture 







 
			
	U.S. BANK NATIONAL ASSOCIATION, as Trustee
		
	By:	 	 /s/ Raymond S. Haverstock

	Name:	 	Raymond S. Haverstock
	Title:	 	Vice President


 Trustee Signature Page to 

2017 Notes Supplemental Indenture