EX-10.1






Exhibit 10.1




THIRD AMENDMENT TO CREDIT AGREEMENT




     THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of March 24,
2009, is by and among BELDEN INC. (formerly known as Belden CDT Inc.), a Delaware corporation (the
“Borrower”), those Material Domestic Subsidiaries of the Borrower party hereto (each a
“Guarantor” and collectively, the “Guarantors”), and WACHOVIA BANK, NATIONAL
ASSOCIATION, as administrative agent on behalf of the Lenders (as hereinafter defined) under the
Credit Agreement (as hereinafter defined) (in such capacity, the “Administrative Agent”).
Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed
thereto in the Credit Agreement.



W I T N E S S E T H




     WHEREAS, the Borrower, the Guarantors, certain banks and financial institutions from time to
time party thereto (the “Lenders”) and the Administrative Agent are parties to that certain
Credit Agreement dated as of January 24, 2006 (as amended, modified, extended, restated, replaced,
or supplemented from time to time, the “Credit Agreement”);



     WHEREAS, the Credit Parties have requested the Lenders agree to amend certain provisions of
the Credit Agreement; and



     WHEREAS, the Required Lenders are willing to make such amendments to the Credit Agreement,
subject to the terms and conditions set forth herein.



     NOW, THEREFORE, in consideration of the agreements hereinafter set forth, and for other good
and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties
hereto agree as follows:



ARTICLE I

AMENDMENTS TO CREDIT AGREEMENT




     1.1 Amendments to Section 1.1.




     (a) The following definitions are hereby added to Section 1.1 of the Credit Agreement
in appropriate alphabetical order:




     “Deferred Margin” shall mean, as of any date of determination, an
amount equal to the sum of revenues deferred as of such date minus the cost
of goods sold deferred as of such date, in each case as a result of the application
of Statement of Position 97-2, “Software Revenue Recognition” and determined in
accordance with GAAP.




     “Third Amendment Effective Date” shall mean March ___, 2009.













 






     (b) The pricing grid in the definition of “Applicable Percentage” is hereby amended and
restated in its entirety to read as follows:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Total	 	LIBOR Margin	 	 	 	 
	Level	 	Leverage Ratio	 	& L/C Fee	 	Base Rate Margin	 	Commitment Fee
	I

	 	3 3.00 to 1.0
	 	 	2.75	%	 	 	1.75	%	 	 	0.50	%
	II

	 	3 2.00 to 1.0
but < 3.00 to
1.0
	 	 	2.50	%	 	 	1.50	%	 	 	0.375	%
	III

	 	3 1.00 to 1.0
but < 2.00 to
1.0
	 	 	2.25	%	 	 	1.25	%	 	 	0.375	%
	IV

	 	< 1.00 to 1.0
	 	 	2.00	%	 	 	1.00	%	 	 	0.25	%







     (c) The definition of “Applicable Percentage” is hereby amended by adding the following
sentence to the end thereof:




     Notwithstanding the foregoing, the Applicable Percentage shall be as set forth
above opposite Level II beginning on the Third Amendment Effective Date through
(but not including) the first Interest Determination Date after the Third Amendment
Effective Date.




     (d) The definition of “Consolidated EBITDA” is hereby amended and restated in its
entirety to read as follows:




     “Consolidated EBITDA” shall mean, as of any date of determination for
the four fiscal quarter period ending on such date, the sum of (a) Consolidated Net
Income for such period, plus (b) the sum of the following to the extent
deducted in calculating Consolidated Net Income: (i) Consolidated Cash Interest
Expense for such period, (ii) tax expense (including, without limitation, any
federal, state, local and foreign income, value added, franchise, withholding and
similar taxes) of the Credit Parties and their Subsidiaries for such period, (iii)
depreciation, amortization, share-based compensation expense and other non-cash
charges (excluding non-cash charges that are expected to become cash charges in a
future period or that are reserves for future cash charges) for such period, and
(iv) one-time charges incurred in connection with restructuring activities prior to
the Third Amendment Effective Date, as set forth on Schedule 1.1(d), and
other one-time charges incurred in connection with restructuring activities after
the Third Amendment Effective Date in an amount not to exceed the amounts set forth
on Schedule 1.1(e) plus (c) the increase, if any, in the amount of
Deferred Margin from the beginning of such period to the end of such period,
minus (d) the decrease, if any, in the amount of Deferred Margin from the
beginning of such period to the end of such period.



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     1.2 Replacement Schedule 1.1(d) and 1.1(e). Schedules 1.1(d) and 1.1(e) to the Credit
Agreement are hereby replaced in their entirety with Schedule 1.1(d) and Schedule 1.1(e) attached
hereto.



ARTICLE II

CONDITIONS TO EFFECTIVENESS




     2.1 Closing Conditions. This Amendment shall become effective as of
the day and year set forth above (the “Third Amendment Effective Date”) upon
satisfaction of the following conditions (in form and substance reasonably acceptable
to the Administrative Agent):



     (a) Executed Amendment. The Administrative Agent shall have received a copy of this
Amendment duly executed by each of the Credit Parties and the Administrative Agent, on behalf of
the Required Lenders.



     (b) Executed Consents. The Administrative Agent shall have received executed
consents, in substantially the form of Exhibit A attached hereto, from the Required Lenders
authorizing the Administrative Agent to enter into this Amendment on their behalf. The delivery by
the Administrative Agent of its signature page to this Amendment shall constitute conclusive
evidence that the consents from the Required Lenders have been obtained.



     (c) Payment of Fees. The Administrative Agent shall have received, for itself and the
Lenders, all fees owing pursuant to the engagement letter between the Administrative Agent, the
Arranger and the Borrower dated February 27, 2009.



     (d) Other Fees and Expenses. The Borrower shall have paid in full all reasonable
out-of-pocket fees and expenses of the Administrative Agent in connection with the preparation,
execution and delivery of this Amendment, including without limitation, the reasonable fees and
expenses of Moore & Van Allen PLLC.



     (e) Miscellaneous. All other documents and legal matters in connection with the
transactions contemplated by this Amendment shall be reasonably satisfactory in form and substance
to the Administrative Agent and its counsel.



ARTICLE III

MISCELLANEOUS




     3.1 Amended Terms. On and after the Third Amendment Effective Date, all references to
the Credit Agreement in each of the Credit Documents shall hereafter mean the Credit Agreement as
amended by this Amendment. Except as specifically amended hereby or otherwise agreed, the Credit
Agreement is hereby ratified and confirmed and shall remain in full force and effect according to
its terms.



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     3.2 Representations and Warranties of Credit Parties. Each of the Credit Parties
represents and warrants as follows:




     (a) It has taken all necessary action to authorize the execution, delivery and
performance of this Amendment.




     (b) This Amendment has been duly executed and delivered by such Person and constitutes
such Person’s legal, valid and binding obligations, enforceable in accordance with its
terms, except as such enforceability may be subject to (i) bankruptcy, insolvency,
reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting
creditors’ rights generally and (ii) general principles of equity (regardless of whether
such enforceability is considered in a proceeding at law or in equity).




     (c) No consent, approval, authorization or order of, or filing, registration or
qualification with, any court or governmental authority or third party is required in
connection with the execution, delivery or performance by such Person of this Amendment.




     (d) After giving effect to this Amendment, the representations and warranties set forth
in Article III of the Credit Agreement are true and correct in all material respects as of
the date hereof (except for those which expressly relate to an earlier date).




     (e) After giving effect to this Amendment, no event has occurred and is continuing
which constitutes a Default or an Event of Default.




     (f) The Security Documents continue to create a valid security interest in, and Lien
upon, the Collateral, in favor of the Administrative Agent, for the benefit of the Lenders,
which security interests and Liens are perfected in accordance with the terms of the
Security Documents and prior to all Liens other than Permitted Liens.




     (g) Except as specifically provided in this Amendment, the Credit Party Obligations are
not reduced or modified by this Amendment and are not subject to any offsets, defenses or
counterclaims.



     3.3 Reaffirmation of Credit Party Obligations. Each Credit Party hereby ratifies the
Credit Agreement and acknowledges and reaffirms (a) that it is bound by all terms of the Credit
Agreement applicable to it and (b) that it is responsible for the observance and full performance
of its respective Credit Party Obligations.



     3.4 Credit Document. This Amendment shall constitute a Credit Document under the
terms of the Credit Agreement.



     3.5 Further Assurances. The Credit Parties agree to promptly take such action, upon
the request of the Administrative Agent, as is necessary to carry out the intent of this Amendment.



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     3.6 Entirety. This Amendment and the other Credit Documents embody the entire
agreement among the parties hereto and supersede all prior agreements and understandings, oral or
written, if any, relating to the subject matter hereof.



     3.7 Counterparts; Telecopy. This Amendment may be executed in any number of
counterparts, each of which when so executed and delivered shall be an original, but all of which
shall constitute one and the same instrument. Delivery of an executed counterpart to this
Amendment by telecopy or other electronic means shall be effective as an original and shall
constitute a representation that an original will be delivered.



     3.8 GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402
OF THE NEW YORK GENERAL OBLIGATIONS LAW).



     3.9 Successors and Assigns. This Amendment shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and permitted assigns.



     3.10 Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. The
jurisdiction, services of process and waiver of jury trial provisions set forth in Sections 9.14
and 9.17 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis.



[remainder of page intentionally left blank]





5









 








BELDEN INC.

THIRD AMENDMENT TO CREDIT AGREEMENT




     IN WITNESS WHEREOF the Credit Parties and the Administrative Agent (on behalf of the Required
Lenders) have caused this Amendment to be duly executed on the date first above written.



	 	 	 	 	 	 	 
	BORROWER:	 	BELDEN INC. (formerly known as Belden CDT Inc.),
	 	 	a Delaware corporation
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Stephen H. Johnson	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Stephen H. Johnson
	 	 	Title: Treasurer
	 
	 	 	 	 	 	 
	GUARANTORS:	 	BELDEN WIRE & CABLE COMPANY,
	 	 	a Delaware corporation
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Stephen H. Johnson	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Stephen H. Johnson
	 	 	Title: Treasurer
	 
	 	 	 	 	 	 
	 	 	BELDEN CDT NETWORKING, INC.,
	 	 	a Washington corporation
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Stephen H. Johnson	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Stephen H. Johnson
	 	 	Title: Treasurer
	 
	 	 	 	 	 	 
	 	 	NORDX/CDT CORP.,
	 	 	a Delaware corporation
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Stephen H. Johnson	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Stephen H. Johnson
	 	 	Title: Treasurer
	 
	 	 	 	 	 	 
	 	 	THERMAX/CDT, INC.,
	 	 	a Delaware corporation
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Stephen H. Johnson	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Stephen H. Johnson
	 	 	Title: Treasurer






 









 






	 	 	 	 	 	 	 
	 	 	BELDEN HOLDINGS, INC.,
	 	 	a Delaware corporation
	 
	 

	 	By:
	 	/s/ Stephen H. Johnson
 

	 	 
	 	 	Name: Stephen H. Johnson
	 	 	Title: Treasurer
	 
	 	 	 	 	 	 
	 	 	BELDEN TECHNOLOGIES, INC.,
	 	 	a Delaware corporation
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Stephen H. Johnson
 

	 	 
	 	 	Name: Stephen H. Johnson
	 	 	Title: Treasurer
	 
	 	 	 	 	 	 
	 	 	BELDEN 1993 INC. (formerly known as Belden Inc.),
	 	 	a Delaware corporation
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Stephen H. Johnson
 

	 	 
	 	 	Name: Stephen H. Johnson
	 	 	Title: Treasurer
	 
	 	 	 	 	 	 
	 	 	CDT INTERNATIONAL HOLDINGS INC.,
	 	 	a Delaware corporation
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Stephen H. Johnson
 

	 	 
	 	 	Name: Stephen H. Johnson
	 	 	Title: Treasurer






 









 






BELDEN INC.

THIRD AMENDMENT TO CREDIT AGREEMENT




	 	 	 	 	 	 	 
	ADMINISTRATIVE AGENT:	 	WACHOVIA BANK, NATIONAL ASSOCIATION,
	 	 	as a Lender and as Administrative Agent on behalf of the
	 	 	Required Lenders
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ C. Jeffrey Seaton
 

	 	 
	 	 	Name: C. Jeffrey Seaton
	 	 	Title: Managing Director







 









 








EXHIBIT A




FORM OF

LENDER CONSENT




See Attached.




 









 





LENDER CONSENT




     This Lender Consent is given pursuant to the Credit Agreement, dated as of January 24, 2006
(as previously amended and modified, the “Credit Agreement”; and as further amended by the
Amendment (as hereinafter defined), the “Amended Credit Agreement”), by and among BELDEN
INC. (formerly known as Belden CDT Inc.), a Delaware corporation (the “Borrower”), those
Material Domestic Subsidiaries of the Borrower party thereto (each a “Guarantor” and
collectively, the “Guarantors”), the lenders and other financial institutions from time to
time party thereto (the “Lenders”) and WACHOVIA BANK, NATIONAL ASSOCIATION, as
administrative agent on behalf of the Lenders (in such capacity, the “Administrative
Agent”). Capitalized terms used herein shall have the meanings ascribed thereto in the Credit
Agreement unless otherwise defined herein.



     The undersigned hereby approves the Third Amendment to Credit Agreement (the
“Amendment”), dated as of March ___, 2009, by and among the Borrower, the Guarantors party
thereto and the Administrative Agent and hereby authorizes the Administrative Agent to execute and
deliver the Amendment on its behalf and, by its execution below, the undersigned agrees to be bound
by the terms and conditions of the Amendment and the Amended Credit Agreement.



     Delivery of this Lender Consent by telecopy shall be effective as an original.



     A duly authorized officer of the undersigned has executed this Lender Consent as of
[___], 2009.



	 	 	 	 	 	 	 
	 
	 	 	 	, 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 






 









 






SCHEDULE 1.1(D)




Belden Inc.

Third Amendment




Schedule 1.1(d)

in thousands US dollars




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	2008 1st	 	 	2008 2nd	 	 	2008 3rd	 	 	2008 4th	 	 	 	 
	Restructuring Charges (Cash)	 	Quarter	 	 	Quarter	 	 	Quarter	 	 	Quarter	 	 	Total	 
	EMEA Restructuring
	 	 	4,826	 	 	 	160	 	 	 	—	 	 	 	—	 	 	 	4,986	 
	Reduction in Force
	 	 	612	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	612	 
	Voluntary Separation Program
	 	 	6,479	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	6,479	 
	Global Restructuring
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	26,290	 	 	 	26,290	 
	 	 	 
	 
	 	 	11,917	 	 	 	160	 	 	 	—	 	 	 	26,290	 	 	 	38,367	 






 









 






SCHEDULE 1.1(E)




Belden Inc.

Third Amendment




Schedule 1.1(e)

in thousands US dollars




	 	 	 	 	 
	Restructuring Charges (Cash)	 	 	 	 
	Global Restructuring
	 	 	20,000