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EXHIBIT 10.1
WACHOVIA BANK, NATIONAL ASSOCIATION
WACHOVIA INVESTMENTS, LLC
[LOGO]
WACHOVIA CAPITAL MARKETS, LLC
ONE WACHOVIA CENTER
301 SOUTH COLLEGE STREET
CHARLOTTE, NC 28288-0737
CONFIDENTIAL
February 2, 2007
Belden CDT Inc.
7701 Forsyth, Suite 800
St. Louis, Missouri 63105
Attention: Stephen H. Johnson, Treasurer
Re: Commitment Letter
$325 Million Senior Secured Credit Facilities
Ladies and Gentlemen:
You have
advised Wachovia Bank, National Association ("Wachovia Bank"),
Wachovia Investment Holdings, LLC ("Wachovia Investments") and
Wachovia Capital
Markets, LLC ("Wachovia Securities" and, together with Wachovia
Bank and
Wachovia Investments, the "Wachovia Parties" or "we" or "us") that
Belden CDT
Inc. (the "Borrower" or "you"), seeks financing (a) to refinance
the existing
senior secured credit facility (the "Existing Credit Facility") of
the Borrower
(the "Refinancing"), (b) for ongoing working capital requirements
and other
general corporate purposes, including, without limitation, (i) the
acquisition
(the "Project Strikezone Acquisition") by a subsidiary of the
Borrower of the
Hirschmann Automation and Control Business Segment of Hirschmann
Industries GmbH
("HAC") and (ii) the acquisition (the "Project Fountain
Acquisition" and
together with the Project Strikezone Acquisition, the
"Acquisitions") by a
subsidiary of the Borrower of the Electronic Division of LTK
Industries Ltd.
("Electronics" and together with HAC, the "Acquired Companies") and
(c) to pay
fees and expenses in connection with the Refinancing, the
Acquisitions and the
Facilities (defined below), all as more fully described in the
Summary of
Proposed Terms and Conditions attached hereto as Annex A (the "Term
Sheet"). The
Term Sheet describes the general terms and conditions for senior
secured credit
facilities of up to $325 million to the Borrower consisting of (i)
a senior
secured term loan facility of up to $125 million (the "Term Loan
Facility") and
(ii) a senior secured revolving credit facility of up to $200
million (the
"Revolving Credit Facility" and, together with the Term Loan
Facility, the
"Facilities"). The date on which the Facilities are closed is
referred to as the
"Closing Date".
As used
herein, the term "Transactions" means, collectively, the
Refinancing, the Acquisitions, the borrowings under the Facilities
and the
payment of fees, commissions and expenses in connection with each
of the
foregoing. This letter, including the Term Sheet, is hereinafter
referred to as
the "Commitment Letter".
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1.
Commitments.
(a) You
have requested that Wachovia Bank and Wachovia Investments
commit
to provide the Facilities. Wachovia Bank is pleased to advise you
of its
commitment to provide to the Borrower 100% of the principal amount
of the
Revolving Credit Facility (the "Wachovia Bank Commitment") and
Wachovia
Investments is pleased to advise you of its commitment to provide
to the
Borrower 100% of the principal amount of the Term Loan Facility
(the "Wachovia
Investment Commitment"; together with the Wachovia Bank Commitment,
the
"Commitments"), upon the terms and subject to the conditions set
forth in this
Commitment Letter and in the Term Sheet. The Commitments of
Wachovia Bank and
Wachovia Investments hereunder shall be reduced by the amount of
any
corresponding commitments received through syndication from the
other Lenders
(defined below).
(b)
Wachovia Securities shall secure commitments for the Facilities
from a
syndicate of banks, financial institutions and other entities (such
financial
institutions and other entities committing to the Facilities,
including Wachovia
Bank and Wachovia Investments, the "Lenders") upon the terms and
subject to the
conditions set forth in this Commitment Letter and in the Term
Sheet. Wachovia
Securities, acting alone or through or with affiliates selected by
it, will act
as the sole lead bookrunner and sole lead arranger (in such
capacity, the
"Arranger") in arranging and syndicating the Facilities. Wachovia
Bank will act
as the sole administrative agent (in such capacity, the
"Revolving
Administrative Agent") for the Revolving Credit Facility and
Wachovia
Investments will act as the sole administrative agent (in such
capacity, the
"Term Loan Administrative Agent" and together with the Revolving
Administrative
Agent, collectively, the "Administrative Agents") for the Term Loan
Facility.
(c)
Effective upon your agreement to and acceptance of this
Commitment
Letter and continuing through the expiration of this Commitment
Letter, you will
not solicit, initiate, entertain or permit, or enter into any
discussions with
any other bank, investment bank, financial institution, person or
entity in
respect of any offering, placement or arrangement of the Facilities
or any other
financing similar to, or as a replacement of, the Facilities (other
than the
Proposed First Amendment (defined below) or a high yield offering
arranged by
Wachovia Securities).
(d)
Notwithstanding anything to the contrary contained herein, if
the
proposed amendment to the Existing Credit Facility set forth in the
most recent
draft of the First Amendment to Credit Agreement and Waiver (the
"Proposed First
Amendment") is approved and becomes effective prior to the Closing
Date, then
(i) the Wachovia Bank Commitment shall terminate, (ii) the Wachovia
Investments
Commitment shall continue and (iii) the Term Loan Facility shall be
effectuated
pursuant to Section 2.5 of the Amended Existing Credit Agreement
(as defined
below) as an Incremental Term Loan (subject to the terms hereof and
the terms of
the Amended Existing Credit Agreement). The Existing Credit
Agreement, as
amended by the Proposed First Amendment shall be referred to herein
as the
"Amended Existing Credit Agreement".
2.
Conditions to Commitments. The Commitments of Wachovia Bank and
Wachovia Investments and the undertakings of Wachovia Securities
hereunder are
subject to:
(a) your
written acceptance, and compliance with the terms and
conditions,
of a letter dated the date hereof from the Wachovia Parties to you
(the "Fee
Letter") pursuant to which you agree to pay, or cause to be paid,
to the
Wachovia Parties for their account certain fees and expenses and to
fulfill
certain other obligations in connection with the Facilities;
(b) our
being satisfied that, after the date hereof and until the
completion of a successful syndication of the Facilities, none of
the Borrower
nor any of its subsidiaries shall have announced, arranged,
syndicated or issued
any debt financing (including convertible securities (other than
the
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issuance of the New Subordinated Debt Securities (as defined and
described in
the Proposed First Amendment)) but excluding any high yield
offering arranged by
Wachovia Securities) without our prior written consent, other than
the
Facilities;
(c) since
December 31, 2005, there not having occurred any material
adverse condition or material adverse change in, or the occurrence
of any
circumstance or condition that could reasonably be expected to
result in a
material adverse effect on, or affecting, the business, operations,
property,
assets or financial condition of the Borrower and its subsidiaries,
taken as a
whole;
(d) our
having completed all confirmatory legal, tax, accounting,
business, financial, environmental and ERISA due diligence
concerning the
Borrower and its subsidiaries (including the Acquired Companies) in
scope and
with results in all respects satisfactory to the Arranger in its
sole
discretion;
(e) the
accuracy and completeness in all material respects of all
factual
representations that you and your affiliates make to the Wachovia
Parties and
your compliance with the terms of this Commitment Letter (including
the Term
Sheet); and
(f) the
satisfaction of all other conditions described herein and in
the
Term Sheet.
3.
Syndication.
(a) The
Arranger shall have had a reasonable opportunity and reasonable
period of time in which to complete such syndication (which shall
be at least 30
days following your acceptance of this Commitment Letter and the
Fee Letter).
The Arranger may, at its option, conduct or conclude syndication
before or after
the closing of the Facilities.
(b) You
will actively assist us in achieving a timely syndication of
the
Facilities that is reasonably satisfactory to us. Upon our request
you will (i)
make available (including at one or more meetings of prospective
Lenders) your
representatives on reasonable prior notice and at reasonable times
and places,
(ii) use your commercially reasonable efforts to ensure that the
Facilities have
received a rating from Standard & Poor's Ratings Services, a
division of The
McGraw-Hill Companies, Inc. ("S&P"), and Moody's Investors
Service, Inc.
("Moody's"), at least 30 days prior to the Closing Date and (iii)
use your
commercially reasonable efforts to assist our syndication efforts
through your
existing lending relationships.
(c) The Arranger
and/or one or more of its affiliates, in consultation
with the Borrower, will exclusively manage all aspects of the
syndication of the
Facilities, including decisions as to the selection and number of
potential
Lenders to be approached, when they will be approached, whose
commitments will
be accepted and the final allocations of the commitments and any
related fees
among the Lenders (which fees shall be paid from, and not in
addition to, the
compensation paid to the Wachovia Parties pursuant to this
Commitment Letter and
the Fee Letter), and the Arranger will exclusively perform all
functions and
exercise all authority as is customarily performed and exercised in
such
capacities. Any titles or roles awarded to other Lenders are
subject to the
Arranger's prior written approval. Neither we nor you shall pay any
amount to a
Lender to obtain its commitment to participate in the Facilities in
addition to
the amounts provided herein and in the Fee Letter.
4.
Information.
(a) You
represent and warrant that (i) all factual information (other
than
the Projections, as defined below) concerning the Borrower and its
subsidiaries
and the Transactions that has been or will be
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made available to the Wachovia Parties or the Lenders by you, or
any of your
representatives, subsidiaries or affiliates (the "Information"')
is, or will be
when furnished, complete and correct in all material respects and
does not, or
will not when furnished, contain any untrue statement of a material
fact or omit
to state a material fact necessary in order to make the statements
contained
therein not misleading, and (ii) all financial projections
concerning the
Borrower and its subsidiaries that have been or will be made
available to the
Wachovia Parties or the Lenders by you, or any of your
representatives,
subsidiaries or affiliates (the "Projections") have been or will be
prepared in
good faith based upon assumptions believed by the Borrower to be
reasonable at
the time such Projections were or are furnished; provided, that the
Borrower can
give no assurance that such Projections will be attained. You will
supplement,
or cause to be supplemented, the Information and the Projections
from time to
time until the Closing Date and, if requested by the Arranger,
after the Closing
Date through the completion of a successful syndication of the
Facilities so
that the conditions and representations and warranties contained in
the
preceding sentence remain correct. We will be entitled to use and
rely upon,
without responsibility to independently verify, the Information and
the
Projections.
(b) Upon
our request you will (i) provide, and cause your affiliates and
advisors to provide, all information reasonably requested to assist
the Arranger
and each Lender in their evaluation of the Transactions, (ii)
provide to the
Arranger and cause your affiliates and advisors to provide
Information,
Projections, and marketing materials and presentations
(collectively, the
"Informational Materials") and assist in the preparation of
materials to be used
in connection with marketing and presentation of the Facilities,
(iii) designate
Informational Materials (A) that are either available to the public
or not
material with respect to the Borrower and its subsidiaries or any
of their
respective securities for purposes of United States federal and
state securities
laws, as "Public Information" and (B) that are not Public
Information as
"Private Information", and (iv) you shall have the sole
responsibility to review
the Informational Material, which the Arranger shall make available
to you, and
to confirm or designate to the Arranger and any Lender,
Informational Material
as Public Information or Private Information.
(c) The
Wachovia Parties will make available the Informational
Materials,
marketing materials and presentations to the potential Lenders by
posting on
SyndTrak Online or by other comparable electronic means
(collectively, the
"Electronic Means"). Potential Lenders, who identify themselves as
"public
lenders" for the purpose of compliance with securities laws, may
choose not to
receive Private Information and potential Lenders who determine
that they are
permitted for purpose of compliance with securities laws to receive
Private
Information, and who have identified themselves as such, may access
Private
Information.
5.
Indemnification.
(a) You
agree to indemnify and hold harmless the Wachovia Parties and
each
of their respective affiliates, directors, officers, employees,
partners,
representatives and agents and each of their respective heirs,
successors and
assigns (each, an "Indemnified Party") from and against any and all
actions,
suits, losses, claims, damages, liabilities and expenses of any
kind or nature,
joint or several, to which such Indemnified Party may become
subject, related to
or arising out of (i) any element of the Transactions, including,
without
limitation, the execution and delivery of this Commitment Letter,
the Financing
Documentation (as defined in the Term Sheet) for the Facilities and
the closing
of the Transactions and (ii) the use or the contemplated use of the
proceeds of
the Facilities, and to reimburse any Indemnified Party for all
reasonable
out-of-pocket expenses (including reasonable attorneys' fees,
expenses and
charges) on demand as they are incurred in connection with the
investigation of,
preparation for, or defense of any pending or threatened claim or
any action or
proceeding arising therefrom; provided that no Indemnified Party
shall have any
right to indemnification for any of the foregoing to the extent
resulting from
its own gross negligence or willful misconduct as determined by a
final
non-appealable judgment of a court of competent jurisdiction. None
of the
Indemnified Parties shall be liable to you, your affiliates or any
other person
for any indirect, consequential or punitive damages that may be
alleged
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as a result of this Commitment Letter or any element of the
Transactions or in
respect of transmission of Informational Materials by Electronic
Means except to
the extent resulting from any Indemnified Party's gross negligence
or willful
misconduct as determined by a final non-appealable judgment of a
court of
competent jurisdiction or breach in bad faith of its obligations
hereunder.
(b) You
shall not settle any such claim or action arising out of the
Transactions without the prior written consent of each Indemnified
Party
affected thereby, which consent will not be unreasonably withheld,
unless such
settlement provides for a full and unconditional release of all
liabilities
arising out of such claim or action against such Indemnified Party
and does not
include any statement as to or an admission of fault, culpability
or failure to
act by or on behalf of any Indemnified Party.
(c) No
Indemnified Party shall have any liability to you or any person
asserting claims by or on behalf of you in connection with or as a
result of the
Commitments or any matter referred to in this Commitment Letter
except to the
extent that any losses, claims, damages, liabilities or expenses
incurred by you
results from the gross negligence or willful misconduct of the
Wachovia Parties
in performing the services that are the subject of this Commitment
Letter as
determined by a final non-appealable judgment of a court of
competent
jurisdiction.
6.
Expenses. You shall reimburse each of the Wachovia Parties, from
time
to time on demand, for all reasonable out-of-pocket costs and
expenses
(including, without limitation, reasonable legal fees and expenses)
of the
Wachovia Parties and all reasonable printing, reproduction,
document delivery,
travel, CUSIP, Syndtrak and communication costs incurred in
connection with the
syndication and execution of the Facilities and the preparation,
review,
negotiation, execution and delivery of this Commitment Letter, the
Fee Letter,
the Term Sheet and the Financing Documentation (as defined in the
Term Sheet).
7.
Confidentiality. (a) This Commitment Letter and the Fee Letter
(the
"Commitment Documents") shall be confidential and may not be
disclosed by you in
whole or in part to any person, except for the disclosure hereof or
thereof on a
confidential basis to your directors, officers, employees, agents
accountants,
attorneys and other professional advisors who have agree to
maintain the
confidentiality of the Commitment Documents for the purpose of
evaluating,
negotiating or entering into the Transactions or as otherwise
required by law,
without our prior written consent; provided that you may disclose,
(a) this
Commitment Letter, but not the Fee Letter, on a confidential basis
to the board
of directors, officers and advisors of the sellers of the Acquired
Companies and
the Acquired Companies in connection with their consideration of
the
Transactions and (b) this Commitment Letter, but not the Fee
Letter, in any
required filings with the Securities and Exchange Commission and
other
applicable regulatory authorities and stock exchanges. The Wachovia
Parties
shall be permitted to use information related to the syndication
and arrangement
of the Facilities in connection with obtaining a CUSIP number,
marketing, press
releases or other transactional announcements or updates provided
to investor or
trade publications, subject to confidentiality obligations or
disclosure
restrictions reasonably requested by you. Prior to the Closing
Date, the
Wachovia Parties shall have the right to review and approve any
public
announcement or public filing made by you or your representatives
relating to
the Facilities or to any of the Wachovia Parties in connection
therewith, before
any such announcement or filing is made (such approval not to be
unreasonably
withheld or delayed).
(b) The
Wachovia Parties hereby notify you that pursuant to the
requirements of the USA Patriot Act, Title III of Pub. L. 107-56
(signed into
law October 26, 2001) (the "Patriot Act"), each of them is required
to obtain,
verify and record information that identifies you.
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8. Other
Services.
(a)
Nothi
