Exhibit 10.3
FOURTH AMENDMENT TO CREDIT AGREEMENT AND AMENDMENT TO
SECURITY AGREEMENT AND PLEDGE AGREEMENT
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT AND AMENDMENT TO SECURITY
AGREEMENT AND PLEDGE AGREEMENT (this "Amendment"), dated as of June 29, 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 DOCUMENTS
1.1 Amendment to Credit Agreement. From and after the Amendment Effective
Date (as hereinafter defined), the Credit Agreement is amended in its entirety
to read in the form of such Credit Agreement attached hereto as Exhibit A to
this Amendment.
1.2 Amendment to Pledge Agreement. From and after the Amendment Effective
Date, the Pledge Agreement is hereby amended by adding the words ", to the
extent feasible without incurring adverse tax consequences," in (a) Section 2(a)
after the words "'Pledged Capital Stock')," but before the words "including, but
not limited to" and (b) at the end of Section 2(b)(ii).
1.3 Amendment to Security Agreement. From and after the Amendment Effective
Date, the Security Agreement is hereby amended by (a) adding the words "(but
only to the extent that such Instruments may be pledged without incurring
adverse tax consequences)" to the end of Section 2(a)(xii) and (b) amending and
restating clause (xiv) in its entirety to read as follows: "all Investment
Property, but only to the extent that such Investment Property may be pledged
without incurring adverse tax consequences and limited to 65% of each class of
the issued and outstanding Capital Stock entitled to vote (within the meaning of
Treas. Reg. Section 1.956-2(c)(2)) owned by such Obligor of each direct Foreign
Subsidiary of such Obligor;".
1.4 Amendment to Schedules. From and after the Amendment Effective Date,
Schedule 2.1(b)(i) and Schedule 9.6(c) of the Credit Agreement and Schedule 2(a)
of the Pledge Agreement