EX-10.1



 Exhibit 10.1 

AMENDMENT NO. 1 
 Dated as of
August 13, 2015 
 to 

CREDIT AGREEMENT 
 Dated as of
October 3, 2013 
 THIS AMENDMENT NO. 1 (this “Amendment”) is made as of August 13, 2015 by and among Belden
Inc., a Delaware corporation (the “Company”), the Foreign Borrowers party hereto (collectively with the Company, the “Borrowers”), the Loan Guarantors party hereto (collectively with the Borrowers, the “Loan
Parties”), the financial institutions listed on the signature pages hereof and JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), under that certain Credit Agreement dated as
of October 3, 2013 by and among the Company, the Foreign Borrowers and other Loan Parties from time to time party thereto, the Lenders from time to time party thereto and the Administrative Agent (as amended, restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement. 

WHEREAS, the Borrowers have requested that the Required Lenders and the Administrative Agent agree to certain amendments to the Credit
Agreement; 
 WHEREAS, the Borrowers, the Lenders party hereto and the Administrative Agent have so agreed on the terms and conditions set
forth herein; 
 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 Borrowers, the Lenders party hereto and the Administrative Agent hereby agree to enter into this Amendment. 

1. Amendments to the Credit Agreement. Effective as of the date of satisfaction of the conditions precedent set forth in
Section 2 below, the parties hereto agree that the Credit Agreement is hereby amended as follows: 
 (a) The definition of
“Change in Control” contained in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: 

““Change in Control” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by
any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the date hereof), of Equity Interests representing more than 35% of the aggregate ordinary voting power represented by
the issued and outstanding Equity Interests of the Company; (b) occupation of a majority of the seats (other than 







 
vacant seats) on the board of directors of the Company by Persons who were neither (i) nominated or approved by the board of directors of the Company, or (ii) appointed or approved by
directors so nominated or approved; or (c) the occurrence of a change in control, or other similar provision, as defined in any agreement or instrument evidencing any Material Indebtedness (triggering a default or mandatory prepayment, which
default or mandatory prepayment has not been waived in writing); or (d) the Company ceases to own, directly or indirectly, and Control 100% (other than directors’ or managers’ qualifying shares) of the ordinary voting and economic
power of any Foreign Borrower.” 
 (b) Clause (a) of Section 3.06 of the Credit Agreement is hereby amended and
restated in its entirety to read as follows: 
 “(a) No actions, suits or proceedings by or before any arbitrator or Governmental
Authority are pending or, to the knowledge of any Loan Party, threatened against or affecting any Loan Party or any Restricted Subsidiary (i) except as could not reasonably be expected, individually or in the aggregate, to result in a Material
Adverse Effect (other than the Disclosed Matters) or (ii) that involve this Agreement or the Transactions (other than “dead hand proxy put” actions, suits or proceedings that could not reasonably be expected to have Material Adverse
Effect).” 
 2. Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent that:

 (a) the Administrative Agent shall have received counterparts of this Amendment duly executed by the Loan Parties, the Required Lenders
and the Administrative Agent; and 
 (b) the Administrative Agent shall have received payment and/or reimbursement of the Administrative
Agent’s and its affiliates’ reasonable out-of-pocket expenses (including, to the extent invoiced, reasonable out-of-pocket fees and expenses of joint counsels for the Administrative Agent) in connection with the Credit Agreement, this
Amendment and the other Loan Documents. 
 3. Representations and Warranties of the Loan Parties. Each Loan Party hereby represents
and warrants as follows: 
 (a) The execution, delivery and performance of this Amendment and the Credit Agreement, as amended hereby, are
within such Loan Party’s organizational powers and have been duly authorized by all necessary organizational actions and, if required, actions by equity holders. This Amendment has been duly executed and delivered by such Loan Party and this
Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of such Loan Party and are enforceable against such Loan Party in accordance with their terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law, and requirements of reasonableness, good faith and
fair dealing. 

  
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 (b) The execution, delivery and performance of this Amendment and the Credit Agreement, as
amended hereby, (i) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except in each case as have been obtained or made and that are in full force and effect and except
for filings required to perfect the Liens created pursuant to the Loan Documents, (ii) will not violate any Requirement of Law applicable to such Loan Party and its Restricted Subsidiaries, (iii) will not violate in any material respect or
result in a default under any material indenture, material agreement or other material instrument binding upon such Loan Party or any of its Restricted Subsidiaries or its assets, or give rise to a right thereunder to require any material payment to
be made by such Loan Party or any of its Restricted Subsidiaries, and (iv) will not result in the creation or imposition of any Lien on any asset of such Loan Party or any of its Restricted Subsidiaries, other than Liens created under the Loan
Documents or the Term Loan Documents, except, in the case of clauses (i) and (ii) above, where such breach or the failure to take such action could not reasonably be expected to result in a Material Adverse Effect. 

(c) As of the date hereof and after giving effect to the terms of this Amendment, (i) no Default or Event of Default has occurred that is
continuing and (ii) the representations and warranties of (or made with respect to) such Loan Party set forth in the Credit Agreement, as amended hereby, and each Loan Document to which it is a party are true and correct in all material
respects on and as of the date hereof (except to the extent that any such representation and warranty is stated to relate to a specific earlier date, in which case such representation and warranty shall be true and correct in all material respects
as of such earlier date). 
 4. Reference to and Effect on the Credit Agreement. 

(a) Upon the effectiveness hereof, each reference to the Credit Agreement in the Credit Agreement or any other Loan Document shall mean and be
a reference to the Credit Agreement as amended hereby. This Amendment is a Loan Document and shall (unless expressly indicated herein or therein) be construed, administered, and applied, in accordance with all of the terms and provisions of the
Credit Agreement. 
 (b) Each Loan Party (i) agrees that this Amendment and the transactions contemplated hereby shall not limit or
diminish the obligations of any Loan Party arising under or pursuant to the Credit Agreement and the other Loan Documents to which it is a party, (ii) reaffirms its obligations under the Credit Agreement and each and every other Loan Document
to which it is a party (including, without limitation, each applicable Collateral Document), (iii) reaffirms all Liens on the Collateral which have been granted by it in favor of the Administrative Agent (for itself and the other Secured
Parties) pursuant to any of the Loan Documents, and (iv) acknowledges and agrees that, except as specifically modified above, the Credit Agreement and all other Loan Documents executed and/or delivered by it in connection therewith shall remain
in full force and effect and are hereby ratified and confirmed. Except with respect to the subject matter hereof, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the
Administrative Agent or the Lenders, nor constitute a waiver of any provision of the Credit Agreement, the Loan Documents or any other documents, instruments and agreements executed and/or delivered in connection therewith. 

  
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 5. Governing Law. This Amendment shall be construed in accordance with and
governed by the laws of the State of New York. 
 6. Headings. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment for any other purpose. 
 7. Counterparts. This
Amendment may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Signatures delivered by facsimile or PDF
shall have the same force and effect as manual signatures delivered in person. 
 8. FATCA. For purposes of determining withholding
Taxes imposed under FATCA, from and after the effective date of this Amendment, the Company and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) the Credit Agreement as not qualifying as a
“grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i). 

[Signature Pages
Follow] 

  
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 IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above
written. 
  

					
	BORROWERS:
		
		 	 BELDEN INC.,
 as the
Company

			
		 	By:	 	 /s/ Brian E. Anderson

		 	Name:	 	Brian E. Anderson
		 	Title:	 	SVP, Legal, Corporate Secretary & General Counsel
		
		 	 BELDEN CANADA INC.,
 as a Foreign
Borrower

			
		 	By:	 	 /s/ Brian E. Anderson

		 	Name:	 	Brian E. Anderson
		 	Title:	 	Secretary
		
		 	 BELDEN UK LIMITED,
 as a Foreign
Borrower

			
		 	By:	 	 /s/ Brian E. Anderson

		 	Name:	 	Brian E. Anderson
		 	Title:	 	Director
		
		 	 BELDEN EUROPE B.V.,
 as a Foreign
Borrower

			
		 	By:	 	 /s/ Henk Derksen

		 	Name:	 	Hendrikus Petrus Cornelis Derksen
		 	Title:	 	Director



  
 Signature Page to
Amendment No. 1 to Credit Agreement 
 Belden Inc. 








 
					
		 	 BELDEN DEUTSCHLAND GMBH,
 as a
Foreign Borrower

			
		 	By:	 	 /s/ Henk Derksen

		 	Name:	 	Hendrikus Petrus Cornelis Derksen
		 	Title:	 	Director
		
		 	 HIRSCHMANN ELECTRONICS GMBH,
 as a
Foreign Borrower

			
		 	By:	 	 /s/ Henk Derksen

		 	Name:	 	Hendrikus Petrus Cornelis Derksen
		 	Title:	 	Director
		
		 	 HIRSCHMANN AUTOMATION AND CONTROL GMBH,

as a Foreign Borrower

			
		 	By:	 	 /s/ Henk Derksen

		 	Name:	 	Hendrikus Petrus Cornelis Derksen
		 	Title:	 	Director



  
 Signature Page to
Amendment No. 1 to Credit Agreement 
 Belden Inc. 








 
					
		 	OTHER LOAN PARTIES:
		
		 	BELDEN 1993 LLC
			
		 	By:	 	 /s/ Brian E. Anderson

		 	Name:	 	Brian E. Anderson
		 	Title:	 	Secretary
		
		 	GARRETTCOM, INC.
			
		 	By:	 	 /s/ Brian E. Anderson

		 	Name:	 	Brian E. Anderson
		 	Title:	 	Secretary
		
		 	BELDEN CDT NETWORKING, INC.
			
		 	By:	 	 /s/ Brian E. Anderson

		 	Name:	 	Brian E. Anderson
		 	Title:	 	Secretary
		
		 	BELDEN HOLDINGS, INC.
			
		 	By:	 	 /s/ Brian E. Anderson

		 	Name:	 	Brian E. Anderson
		 	Title:	 	Secretary
		
		 	BELDEN WIRE & CABLE COMPANY LLC
			
		 	By:	 	 /s/ Brian E. Anderson

		 	Name:	 	Brian E. Anderson
		 	Title:	 	Secretary
		
		 	CDT INTERNATIONAL HOLDINGS LLC
			
		 	By:	 	 /s/ Brian E. Anderson

		 	Name:	 	Brian E. Anderson
		 	Title:	 	Secretary



  
 Signature Page to
Amendment No. 1 to Credit Agreement 
 Belden Inc. 








 
					
		 	GRASS VALLEY USA, LLC
			
		 	By:	 	 /s/ Brian E. Anderson

		 	Name:	 	Brian E. Anderson
		 	Title:	 	Secretary
		
		 	BELDEN FINANCE 2013 LP
			
		 	By:	 	 /s/ Brian E. Anderson

		 	Name:	 	Brian E. Anderson
		 	Title:	 	Secretary
		
		 	PPC BROADBAND, INC.
			
		 	By:	 	 /s/ Brian E. Anderson

		 	Name:	 	Brian E. Anderson
		 	Title:	 	Secretary
		
		 	VIA HOLDINGS I, INC.
			
		 	By:	 	 /s/ Brian E. Anderson

		 	Name:	 	Brian E. Anderson
		 	Title:	 	Secretary
		
		 	VIA HOLDINGS II, INC.
			
		 	By:	 	 /s/ Brian E. Anderson

		 	Name:	 	Brian E. Anderson
		 	Title:	 	Secretary
		
		 	TRIPWIRE, INC.
			
		 	By:	 	 /s/ Brian E. Anderson

		 	Name:	 	Brian E. Anderson
		 	Title:	 	Secretary



  
 Signature Page to
Amendment No. 1 to Credit Agreement 
 Belden Inc. 








 
					
		 	BELDEN CANADA FINANCE 1 ULC
			
		 	By:	 	 /s/ Brian E. Anderson

		 	Name:	 	Brian E. Anderson
		 	Title:	 	Secretary
		
		 	BELDEN CANADA FINANCE 2 ULC
			
		 	By:	 	 /s/ Brian E. Anderson

		 	Name:	 	Brian E. Anderson
		 	Title:	 	Secretary
		
		 	GRASS VALLEY CANADA (f/k/a Miranda Technologies Partnership)
			
		 	By:	 	 /s/ Brian E. Anderson

		 	Name:	 	Brian E. Anderson
		 	Title:	 	Secretary
		
		 	 GRASS VALLEY CANADA PARTNER ULC

(f/k/a Miranda Technologies Partner ULC)

			
		 	By:	 	 /s/ Brian E. Anderson

		 	Name:	 	Brian E. Anderson
		 	Title:	 	Secretary
		
		 	GRASS VALLEY BROADCAST SOLUTIONS LIMITED (f/k/a Miranda Technologies Limited)
			
		 	By:	 	 /s/ Brian E. Anderson

		 	Name:	 	Brian E. Anderson
		 	Title:	 	Secretary
		
		 	BELDEN WIRE & CABLE B.V.
			
		 	By:	 	 /s/ Henk Derksen

		 	Name:	 	Hendrikus Petrus Cornelis Derksen
		 	Title:	 	Director



  
 Signature Page to
Amendment No. 1 to Credit Agreement 
 Belden Inc. 








 
					
		 	 JPMORGAN CHASE BANK, N.A.,

individually as a Lender, as the Swingline Lender, as the Issuing Bank and as Administrative Agent

			
		 	By:	 	 /s/ Stephanie Lis

		 	Name:	 	Stephanie Lis
		 	Title:	 	Vice President



  
 Signature Page to
Amendment No. 1 to Credit Agreement 
 Belden Inc. 









					
		 	JPMORGAN CHASE BANK, N.A., TORONTO BRANCH
			
		 	By:	 	 /s/ Auggie Marchetti

		 	Name:	 	Auggie Marchetti
		 	Title:	 	Authorized Officer
		
		 	J.P. MORGAN EUROPE LIMITED
			
		 	By:	 	 /s/ Tim Jacob

		 	Name:	 	Tim Jacob
		 	Title:	 	Senior Vice President



  
 Signature Page to
Amendment No. 1 to Credit Agreement 
 Belden Inc. 








 
					
		 	 WELLS FARGO BANK, NATIONAL ASSOCIATION,

as a Lender

			
		 	By:	 	 /s/ Kathryn Scharre

		 	Name:	 	Kathryn Scharre
		 	Title:	 	Authorized Signatory
		
		 	 WELLS FARGO CAPITAL FINANCE CORPORATION CANADA,

as a Lender

			
		 	By:	 	 /s/ David G. Phillips

		 	Name:	 	David G. Phillips
		 	Title:	 	Senior Vice President Credit Officer, Canada Wells Fargo Capital Finance Corporation Canada
		
		 	 WELLS FARGO BANK, NATIONAL ASSOCIATION (LONDON BRANCH),

as a Lender

			
		 	By:	 	 /s/ T Saldanha

		 	Name:	 	T Saldanha
		 	Title:	 	Authorized Signatory



  
 Signature Page to
Amendment No. 1 to Credit Agreement 
 Belden Inc. 








 
					
		 	 U.S. BANK NATIONAL ASSOCIATION,
 as
a Lender

			
		 	By:	 	 /s/ Tim Velzy

		 	Name:	 	Tim Velzy
		 	Title:	 	SVP



  
 Signature Page to
Amendment No. 1 to Credit Agreement 
 Belden Inc. 








 
					
		 	 HSBC BANK USA, NATIONAL ASSOCIATION,

as a Lender

			
		 	By:	 	 /s/ Matthew McLaurin

		 	Name:	 	Matthew McLaurin
		 	Title:	 	Senior Vice President



  
 Signature Page to
Amendment No. 1 to Credit Agreement 
 Belden Inc. 









					
		 	 CITIBANK, N.A.,
 as a
Lender

			
		 	By:	 	 /s/ James M. Walsh

		 	Name:	 	James M. Walsh
		 	Title:	 	Vice President & Managing Director



  
 Signature Page to
Amendment No. 1 to Credit Agreement 
 Belden Inc. 








 
					
		 	 PNC BANK, NATIONAL ASSOCIATION,
 as
a Lender

			
		 	By:	 	 /s/ Thomas S. Sherman

		 	Name:	 	Thomas S. Sherman
		 	Title:	 	SVP
		
		 	 PNC BANK CANADA BRANCH,
 as a
Lender

			
		 	By:	 	 /s/ Nazmin Adatia

		 	Name:	 	Nazmin Adatia
		 	Title:	 	Senior Vice President



  
 Signature Page to
Amendment No. 1 to Credit Agreement 
 Belden Inc. 








 
					
		 	DEUTSCHE BANK AG NEW YORK BRANCH,
		 	as a Lender
			
		 	By:	 	 /s/ Michael Shannon

		 	Name:	 	Michael Shannon
		 	Title:	 	Vice President
			
		 	By:	 	 /s/ Michael Winters

		 	Name:	 	Michael Winters
		 	Title:	 	Vice President



  
 Signature Page to
Amendment No. 1 to Credit Agreement 
 Belden Inc. 








 
					
		 	COMERICA BANK,
		 	as a Lender
			
		 	By:	 	 /s/ Mark Leveille

		 	Name:	 	Mark Leveille
		 	Title:	 	Vice President



  
 Signature Page to
Amendment No. 1 to Credit Agreement 
 Belden Inc. 








 
					
		 	FIFTH THIRD BANK,
		 	as a Lender
			
		 	By:	 	 /s/ Mark Stapleton

		 	Name:	 	Mark Stapleton
		 	Title:	 	Vice President
		
		 	 FIFTH THIRD BANK, operating through its Canadian Branch,

as a Lender

			
		 	By:	 	 /s/ Ramin Ganjavi

		 	Name:	 	Ramin Ganjavi
		 	Title:	 	Director



  
 Signature Page to
Amendment No. 1 to Credit Agreement 
 Belden Inc. 








 
					
		 	BANK OF MONTREAL, CHICAGO BRANCH,
		 	as a Lender
			
		 	By:	 	 /s/ Kara Goodwin

		 	Name:	 	Kara Goodwin
		 	Title:	 	Managing Director



  
 Signature Page to
Amendment No. 1 to Credit Agreement 
 Belden Inc. 








 
					
		 	GOLDMAN SACHS LENDING PARTNERS LLC,
		 	as a Lender
			
		 	By:	 	 /s/ Jami Minieri

		 	Name:	 	Jami Minieri
		 	Title:	 	Authorized Signatory



  
 Signature Page to
Amendment No. 1 to Credit Agreement 
 Belden Inc. 








 
					
		 	CITIZENS BANK, N.A., f/k/a RBS CITIZENS. N.A.,
		 	as a Lender
			
		 	By:	 	 /s/ David Slattery

		 	Name:	 	David Slattery
		 	Title:	 	Vice President



  
 Signature Page to
Amendment No. 1 to Credit Agreement 
 Belden Inc.