EX-4.2



 Exhibit 4.2 
  

 
 THIRD SUPPLEMENTAL INDENTURE

 BELDEN INC. 
 AND

 THE GUARANTORS NAMED HEREIN, 

AND 
 DEUTSCHE TRUSTEE COMPANY
LIMITED, 
 as Trustee 
  

 
 THIRD
SUPPLEMENTAL INDENTURE 
 Dated as of February 24, 2015 

to 
 Indenture 

Dated as of March 21, 2013 

5.5% Senior Subordinated Notes due 2023 
  

 
  







 THIS SECOND SUPPLEMENTAL INDENTURE (this “Supplemental
Indenture”), dated as of February 24, 2015 is by and among Belden Inc., a Delaware corporation (the “Company”), each existing Guarantor (the “Existing Guarantors”) under the Indenture referred to
below, VIA Holdings I, Inc., VIA Holdings II, Inc. and Tripwire, Inc., each a Delaware corporation (collectively, the “New Guarantors”) and Deutsche Trustee Company Limited, as trustee (the “Trustee”). 

RECITALS 

WHEREAS, the Company and the Existing Guarantors have heretofore executed and delivered to the Trustee the Indenture, dated as
of March 21, 2013 (the “Original Indenture”), providing for the issuance of €500,000,000 in aggregate principal amount of the Company’s 5.5% Senior Subordinated Notes due 2023 (the “Notes”), as
supplemented by the First Supplemental Indenture thereto, dated as of October 17, 2013, and the Second Supplemental Indenture thereto, dated as of August 14, 2014 (the Original Indenture, as so amended and supplemented, the
“Indenture”); and 
 WHEREAS, Section 9.01 of the Indenture provides that the Company, the Existing
Guarantors and the Trustee may amend or supplement the Indenture in order to comply with Section 4.17 or 10.04 thereof, without the consent of the Holders of the Notes; and 

WHEREAS, the New Guarantors have determined that it is in each of their best interests to unconditionally guarantee all of the
Company’s Obligations under the Notes and the Indenture pursuant to the terms and conditions set forth herein; and 

WHEREAS, all acts and things prescribed by the Indenture, by law and by the Certificate of Incorporation and the Bylaws (or
comparable constituent documents) of the Company, the Existing Guarantors, the New Guarantors and the Trustee necessary to make this Supplemental Indenture a valid instrument legally binding on the Company, the Existing Guarantors, the New
Guarantors and the Trustee, in accordance with their terms, have been duly done and performed. 
 NOW, THEREFORE, to comply
with the provisions of the Indenture and in consideration of the above premises, the Company, the Existing Guarantors, the New Guarantors and the Trustee covenant and agree for the equal and proportionate benefit of the respective Holders of the
Notes as follows: 
 ARTICLE I 

Section 1.01.    The New Guarantors hereby agree, jointly and severally, with the Existing
Guarantors, to unconditionally guarantee the Company’s Obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in Article 10 of the Indenture and to be bound by all other applicable provisions of the
Indenture and the Notes and to perform all of the obligations and agreements of a Guarantor under the Indenture. 

Section 1.02.    This Supplemental Indenture is supplemental to the Indenture and does and shall be
deemed to form a part of, and shall be construed in connection with and as part of, the Indenture for any and all purposes. 

  
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 Section 1.03.    This Supplemental Indenture shall
become effective immediately upon its execution and delivery by each of the Company, the Existing Guarantors, the New Guarantors and the Trustee. 

ARTICLE II 

Section 2.01.    Except as specifically modified herein, the Indenture and the Notes are in all
respects ratified and confirmed (mutatis mutandis) and shall remain in full force and effect in accordance with their terms with all capitalized terms used herein without definition having the same respective meanings ascribed to them as in
the Indenture. 
 Section 2.02.    Except as otherwise expressly provided herein, no duties,
responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this Supplemental Indenture. This Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions
set forth in the Indenture with the same force and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee with respect hereto. 

Section 2.03.    THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
 Section 2.04. The parties may sign any number of copies of
this Supplemental Indenture. Each signed copy shall be an original, but all of such executed copies together shall represent the same agreement. 

[NEXT PAGE IS SIGNATURE PAGE] 

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

			
	 BELDEN INC.

		
	 By:
		 /s/ Jeremy Parks

			 Name: Jeremy E. Parks

			 Title: Vice President and Treasurer

	
	BELDEN WIRE & CABLE COMPANY LLC
	BELDEN CDT NETWORKING, INC.
	BELDEN HOLDINGS, INC.
	CDT INTERNATIONAL HOLDINGS LLC
	BELDEN 1993 LLC
	PPC BROADBAND, INC.
	BELDEN FINANCE 2013 LP
	GARRETTCOM, INC.
	GRASS VALLEY USA, LLC
	VIA HOLDINGS I, INC.
	VIA HOLDINGS II, INC.
	TRIPWIRE, INC.
		
	 By:
		 /s/ Jeremy Parks

			 Name: Jeremy E. Parks

			 Title: Treasurer



 Signature Page to Third Supplemental Indenture (2023 Notes) 







 
			
	 DEUTSCHE TRUSTEE COMPANY LIMITED,

	 as Trustee

		
	 By:
		 /s/ David Contino

	 Name:
		 David Contino

	 Title:
		 Associate Director

		
	 By:
		 /s/ Mahen Surnam

	 Name:
		 Mahen Surnam

	 Title:
		 Associate Director



 Signature Page to Third Supplemental Indenture (2023 Notes)