Exhibit 99.1
FOURTH AMENDMENT TO
CREDIT AND SECURITY AGREEMENT
THIS FOURTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT (this "Fourth
Amendment") is dated as of the 26th day of May, 2005 among BELDEN CDT INC. (the
"Parent"), BELDEN INC., BELDEN TECHNOLOGIES, INC., BELDEN WIRE & CABLE COMPANY
and BELDEN CDT NETWORKING, INC. (formerly known as Cable Design Technologies
Inc.) (collectively with the Parent, the "Borrowers"), WACHOVIA BANK, NATIONAL
ASSOCIATION, as Agent (the "Agent"), and the Lenders party hereto (collectively,
the "Required Lenders");
W I T N E S S E T H :
WHEREAS, Belden Inc., Belden Technologies, Inc., Belden Communications
Company, Belden Wire & Cable Company, the Agent and the Lenders executed and
delivered that certain Credit and Security Agreement, dated as of October 9,
2003 (as amended by that certain First Amendment to Credit and Security
Agreement dated May 10, 2004, that certain Consent Under and Second Amendment to
Credit and Security Agreement dated May 26, 2004 and that certain Third
Amendment to Credit and Security Agreement dated November 9, 2004, the "Credit
Agreement"); and
WHEREAS, Borrowers have requested certain amendments to provisions of the
Credit Agreement, and the Agent and the Required Lenders have agreed to provide
for such amendments, subject to the terms and conditions hereof;
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 Borrowers, the Agent and the Required
Lenders hereby covenant and agree as follows:
1. Definitions. Unless otherwise specifically defined herein, each capitalized
term used herein which is defined in the Credit Agreement shall have the
meaning assigned to such term in the Credit Agreement. Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in the Credit Agreement shall from and after the date hereof refer
to the Credit Agreement as amended hereby.
2. Amendment to Section 1.01. Section 1.01 of the Credit Agreement is hereby
amended by adding the following new definitions in appropriate alphabetical
sequence, and, to the extent any such defined terms were previously included
in the Credit Agreement, by deleting such previous definitions:
a. "Borrowers" means, individually and collectively, as the context requires,
each of the following Persons, each of them being jointly and severally
obligated as Borrowers hereunder: (a) Belden CDT Inc., Belden Inc., Belden
Technologies, Inc., Belden Wire & Cable Company and Belden CDT Networking,
Inc.; and (b) in the case of each Borrower, its successors and its
permitted assigns.
b. "Guarantors" means (i) the Initial Subsidiary Guarantors, (ii) CDT
International Holdings Inc., Dearborn/CDT, Inc., Thermax/CDT, Inc.,
X-Mark/CDT Inc., Nordx/CDT Corp. and Red Hawk/CDT, Inc., and (iii) each
other Domestic Subsidiary that becomes a Guarantor pursuant to SECTION
5.15.
c. "Guaranty" means collectively (i) the Guaranty dated as of the Closing
Date signed by the Initial Subsidiary Guarantors and (ii) the Guaranty
dated as of the Third Amendment Date signed by CDT International Holdings
Inc., Dearborn/CDT, Inc., Thermax/CDT, Inc., X-Mark/CDT Inc., Nordx/CDT
Corp. and Red Hawk/CDT, Inc., in each case unconditionally and jointly and
severally guaranteeing payment of the Loans, the Notes and all other
Obligations of the Borrowers to the Agent and the Lenders hereunder,
including without limitation all principal, interest, fees, costs, and
compensation and indemnification amounts provided for hereunder.
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3. Amendment to Section 5.16 (Restricted Payments and Investments and
Acquisitions). Subsection 5.16 of the Credit Agreement is hereby amended by
amending and restating clause (ii) thereof in its entirety as follows:
"(ii) repurchases of Capital Stock of the Parent from terminated or
departing employees in an aggregate amount not exceeding $500,000 for any
Fiscal Year and repurchases of Capital Stock of the Parent or Redeemable
Preferred Stock in an aggregate amount not exceeding $125,000,000 during the
Fiscal Year 2005;"
4. Waiver. With respect to each of Fiscal Months December 2004, January 2005,
February 2005, March 2005 and April 2005, the Agent and the Required Lenders
hereby (a) waive the requirement in Section 5.01(c) of the Credit Agreement
that the Fiscal Month report described in such Section 5.01(c) be due within
30 days after the end of each such Fiscal Month and (b) waive the requirement
in Section 5.01(d) of the Credit Agreement that the Compliance Certificate
described in such Section 5.01 (d) be due within 30 days after the end of
each such Fiscal Month. With respect to Fiscal Year 2004, the Agent and the
Required Lenders hereby waive the requirement in Section 5.01(f) of the
Credit Agreement that the projections described in such Section 5.01(f) be
due at the end of such Fiscal Year. The Agent and the Required Lenders hereby
waive any Default or Event of Default arising in connection with the failure
to submit such reports, Compliance Certificates and projections within such
time periods; provided, however, that the Borrowers agree to deliver each of
such reports, Compliance Certificates and projections to each of the Lenders
on or before June 15, 2005. The Agent and the Required Lenders hereby further
waive any requirement of notification in the Credit Agreement (and any
associated Default or Event of Default) arising from (1) the name change from
"Cable Design Technologies Inc." to "Belden CDT Networking, Inc.", (2) the
merger of Belden Communications Company into Belden Inc., or (3) other
changes in the corporate structure prior to the date hereof (including
without limitation by way of merger or name change) of Subsidiaries other
than the Borrowers or the Guarantors; provided, however, that the Borrowers
agree to deliver to the Agent an updated version of SCHEDULE 4.25 and
SCHEDULE 4.26 on or before June 15, 2005.
5. Representations and Warranties. The Borrowers hereby restate and renew each
and every representation and warranty heretofore made by them in Article 4 of
the Credit Agreement (as amended by this Fourth Amendment), as fully as if
made on the date hereof (except where reference is made to a specific date).
6. Effect of Fourth 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.
7. Counterparts. This Fourth 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.
8. Section References. Section titles and references used in this Fourth
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.
9. No Default. To induce the Agent and the Required Lenders to enter into this
Fourth Amendment and to continue to make advances pursuant to the Credit
Agreement, the Borrowers hereby acknowledge and agree that, as of the date
hereof and after giving effect to this Fourth Amendment, there exists (i) no
Default or Event of Default and (ii) no right of offset, defense,
counterclaim, claim or objection in favor of the Borrowers arising out of or
with respect to any of the Loans or other obligations of the Borrowers owed
to the Agent or the Lenders under the Credit Agreement or the obligations of
the Guarantors under the Guaranty.
10. No Novation or Mutual Departure. The Borrowers expressly acknowledge and
agree that there has not been, and this Fourth 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 and waivers set forth
hereinabove.
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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 Fourth Amendment shall be governed by and construed and
interpreted in accordance with the laws of the State of New York.
13. Conditions Precedent. This Fourth 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 (a) a signature page to
this Fourth Amendment by the Borrowers, the Agent and the Required Lenders,
and (b) a signature page of the Consent and Reaffirmation of Guarantors at
the end hereof by each of the Guarantors.
[Signatures on next page.]
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IN WITNESS WHEREOF, the Borrowers, the Agent and each of the Required
Lenders has caused this Fourth Amendment to be duly executed, under seal, by its
duly authorized officer as of the day and year first above written.
BELDEN CDT INC.
By: /s/ Stephen H. Johnson
---------------------------------
Title: Treasurer
BELDEN INC.
By: /s/ Stephen H. Johnson
---------------------------------
Title: Treasurer
BELDEN TECHNOLOGIES, INC.
By: /s/ Stephen H. Johnson
---------------------------------
Title: Treasurer
BELDEN WIRE & CABLE COMPANY
By: /s/ Stephen H. Johnson
---------------------------------
Title: Treasurer
BELDEN CDT NETWORKING, INC.
By: /s/ Stephen H. Johnson
---------------------------------
Title: Treasurer
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WACHOVIA BANK, NATIONAL ASSOCIATION,
as Agent and as a Lender
By: /s/
--------------------------------
Title:
5
U.S. BANK NATIONAL ASSOCIATION,
as Syndication Agent and as a Lender
By: /s/
---------------------------------
Title:
6
COMERICA BANK,
as a Lender
By: /s/
---------------------------------
Title:
7
THE NORTHERN TRUST COMPANY,
as a Lender
By: /s/
---------------------------------
Title:
8
ING BANK N.V,
as a Lender
By: _________________________________
Title:
9
FIFTH THIRD BANK, INDIANA,
as a Lender
By: /s/
---------------------------------
Title:
10
CONSENT AND REAFFIRMATION OF GUARANTORS
Each of the undersigned (i) acknowledges receipt of the foregoing Fourth
Amendment, (ii) consents to the execution and delivery of the Fourth Amendment
by the parties thereto and (iii) reaffirms all of its obligations and covenants
under (A) the Guaranty dated as of October 9, 2003 executed by Belden Holdings,
Inc. and Belden International, Inc. and (B) the Guaranty dated November 9, 2004
executed by CDT International Holdings Inc., Dearborn/CDT, Inc., Thermax/CDT,
Inc., X-Mark/CDT Inc., Nordx/CDT Corp. and Red Hawk/CDT, Inc., and agrees that
none of such obligations and covenants shall be affected by the execution and
delivery of the Fourth Amendment. This Consent and Reaffirmation 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/ Stephen H. Johnson
-----------------------------
Title: Treasurer
BELDEN INTERNATIONAL, INC.
By: /s/ Stephen H. Johnson
-----------------------------
Title: Treasurer
CDT INTERNATIONAL HOLDINGS INC.
By: /s/ Stephen H. Johnson
-----------------------------
Title: Treasurer
DEARBORN/CDT, INC.
By: /s/ Stephen H. Johnson
-----------------------------
Title: Treasurer
THERMAX/CDT, INC.
By: /s/ Stephen H. Johnson
-----------------------------
Title: Treasurer
X-MARK/CDT INC.
By: /s/ Stephen H. Johnson
-----------------------------
Title: Treasurer
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NORDX/CDT CORP.
By: /s/ Stephen H. Johnson
-----------------------------
Title: Treasurer
RED HAWK/CDT, INC.
By: /s/ Stephen H. Johnson
-----------------------------
Title: Treasurer
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