EXHIBIT 10.62
FIRST AMENDMENT TO CREDIT AND
SECURITY AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENT (this "First
Amendment") is dated as of the _____ day of May, 2004 among BELDEN INC. (the
"Parent"), BELDEN TECHNOLOGIES, INC., BELDEN COMMUNICATIONS COMPANY and BELDEN
WIRE & CABLE COMPANY (collectively, the "Borrowers"), WACHOVIA BANK, NATIONAL
ASSOCIATION, as Agent (the "Agent"), and the Lenders party hereto (collectively,
the "Required Lenders"):
WITNESSETH:
WHEREAS, the Borrowers, the Agent, the Required Lenders and the other
Lenders party thereto executed and delivered that certain Credit and Security
Agreement, dated as of October 9, 2003 (the "Credit Agreement");
WHEREAS, the Borrowers have requested and the Agent and the Required
Lenders have agreed to certain amendments to the Credit Agreement relating to
the entering into of (i) the Agreement and Plan of Merger, dated as of February
4,2004 by and among Cable Design Technologies Corporation, BC Merger Corp. and
the Parent (the "Merger Agreement", with the merger contemplated thereunder
being the "Merger") and (ii) the Asset Purchase Agreement dated as of March
18,2004, by and among Superior Essex Communications LLC, Belden Communications
Company and Belden (Canada) Inc.(the "Asset Purchase Agreement", with the asset
sale contemplated thereunder being the "Communications Sale");
NOW, THEREFORE, for and in consideration of the above premises and
other good and valuable consideration, the receipt and sufficiency of which
hereby is acknowledged by the parties hereto, the Parent, the Borrowers, the
Agent and the Required Lenders hereby covenant and agree as follows:
1. Definitions. Unless otherwise specifically defined above, which
definitions will be deemed incorporated into the Credit Agreement, each
term used herein which is defined in the Credit Agreement shall have
the meaning assigned to such term in the Credit Agreement.
2. Amendment to Section 4.22 (Restrictions). Section 4.22 of the Credit
Agreement is hereby amended by (i) adding to the end of the first
sentence thereof the words ", except for the Asset Purchase Agreement
and the Merger Agreement", and (ii) adding after the words "on SCHEDULE
4.22," in the second sentence thereof the words "and except for the
Merger Agreement,".
3. Amendment to Section 4.24 (Business Conduct). Section 4.24 of the
Credit Agreement is hereby amended by (i) adding to the beginning
thereof the words "Except for the execution, delivery and performance
of the Asset Purchase Agreement", and (ii) adding after the words "each
Borrower's knowledge," in the sixth line thereof the words "except with
respect to Belden Communications Company in connection with the
Communications Sale,".
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4. Amendment to Section 5.37 (Other Restrictive Agreements). Section 5.37
of the Credit Agreement is hereby amended by adding after the words
"under SECTION 5.17," in the second line thereof the words "and except
for the Asset Purchase Agreement and the Merger Agreement,".
5. Effect of First Amendment. Except as set forth expressly hereinabove,
all terms of the Credit Agreement and the other Credit Documents shall
be and remain in full force and effect, and shall constitute the legal,
valid, binding and enforceable obligations of the Borrowers and the
Guarantors, as applicable. Nothing contained in this First Amendment
constitutes the Agent's or any of the Required Lenders' approval of or
consent to the completion of the Merger or the Communications Sale.
6. Counterparts. This First Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts
and transmitted by facsimile to the other parties, each of which when
so executed and delivered by facsimile shall be deemed to be an
original and all of which counterparts, taken together, shall
constitute but one and the same instrument.
7. Section References. Section titles and references used in this First
Amendment shall be without substantive meaning or content of any kind
whatsoever and are not a part of the agreements among the parties
hereto evidenced hereby.
8. No Default. To induce the Agent and the Required Lenders to enter into
this First Amendment and to continue to make advances pursuant to the
Credit Agreement, the Borrowers hereby acknowledge and agree that, as
of the date hereof, after giving effect to this First Amendment, there
exists no Default or Event of Default.
9. No Novation or Mutual Departure. The Borrowers expressly acknowledge
and agree that there has not been, and this First Amendment does not
constitute or establish, a novation with respect to the Credit
Agreement or any of the Credit Documents, or a mutual departure from
the strict terms, provisions and conditions thereof, other than the
amendments set forth hereinabove.
10. Conditions Precedent. This First Amendment shall become effective only
upon execution and delivery by facsimile to counsel for the Agent,
Tracy S. Plott, Jones Day, facsimile no. 404-581-8330, of (i) a
signature page to this First Amendment by the Borrowers, the Agent and
the Required Lenders, and (ii) a signature page of the Consent and
Reaffirmation of Guarantors at the end hereof by the Guarantors.
11. Further Assurances. The Borrowers agree to take such further actions as
the Agent shall reasonably request in connection herewith to evidence
the amendments herein contained.
12. Governing Law. This First Amendment shall be governed by and construed
and interpreted in accordance with, the laws of the State of New York.
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IN WITNESS WHEREOF, the Borrowers, the Agent and each of the Required
Lenders has caused this First Amendment to be duly executed, under seal, by its
duly authorized officer as of the day and year first above written.
BELDEN INC.
By: /s/ RICHARD K. REECE
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Title: Vice President Finance, and Chief Financial Officer
BELDEN TECHNOLOGIES, INC.
By: /s/ RICHARD K. REECE
-----------------------------------------------------------
Title: Vice President
BELDEN COMMUNICATIONS COMPANY
By: /s/ RICHARD K. REECE
-----------------------------------------------------------
Title: Vice President
BELDEN WIRE & CABLE COMPANY
By: /s/ RICHARD K. REECE
-----------------------------------------------------------
Title: Vice President
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WACHOVIA BANK, NATIONAL ASSOCIATION,
as Agent and as a Lender
BY: /s/
---------------------------------
Title: Director
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U.S. BANK NATIONAL ASSOCIATION,
as Syndication Agent and as a Lender
By: /s/ CAROLYN M. ROONEY
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Title:
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COMERICA BANK,
as a Lender
By: /s/
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Title: Commercial Banking Officer
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THE NORTHERN TRUST COMPANY,
as a Lender
By: /s/ FREDRIC W. MCCLENDON
--------------------------------------
Title: Vice President
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CONSENT AND REAFFIRMATION AFFIRMATION OF GUARANTORS
Each of the undersigned (i) acknowledges receipt of the foregoing First
Amendment, (ii) consents to the execution and delivery of the First Amendment by
the parties thereto and (iii) reaffirms all of its obligations and covenants
under the Guaranty dated as of October 9,2003 executed by it, and agrees that
none of such obligations and covenants shall be affected by the execution and
delivery of the First Amendment. This First Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts
and transmitted by facsimile to the other parties, each of which when so
executed and delivered by facsimile shall be deemed to be an original and all of
which counterparts, taken together, shall constitute but one and the same
instrument.
BELDEN HOLDINGS, INC.
By: /s/ RICHARD K. REECE
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Title: Vice President
BELDEN INTERNATIONAL. INC.
By: /s/ RICHARD K. REECE
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Title: Vice President
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