FOURTH AMENDMENT TO CREDIT AGREEMENT AND AMENDMENT TO SECURITY AGREEMENT AND PLEDGE AGREEMENT

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 are amended and restated in their entirety to read in the form of such Schedules attached hereto as Exhibit B to this Amendment.

      1.5 Additional Schedule . From and after the Amendment Effective Date, Schedule 3.19(c) is hereby added to the Schedules to the Credit Agreement to read in the form of such Schedule attached hereto as Exhibit C to this Amendment.

ARTICLE II
CONSENT

      2.1 Consent . Notwithstanding the provisions of the Credit Agreement to the contrary, the Required Lenders hereby consent, on a one-time basis, to (a) the conversion by Belden Technologies, Inc. from a corporation into a limited liability company and (b) Belden Technologies, Inc. changing its name to Belden Technologies, LLC; provided that the Credit Parties deliver copies of the corporate documents evidencing such conversion and name change in form and substance satisfactory to the Administrative Agent.

      2.2 Effectiveness of Consent . This consent shall be effective only to the extent specifically set forth herein and shall not (a) be construed as a waiver of any breach or default other than as specifically waived herein nor as a waiver of any breach or default of which the Lenders have not been informed by the Borrower, (b) affect the right of the Lenders to demand compliance by the Borrower with all terms and conditions of the Credit Agreement, except as specifically modified, consented to or waived by this Amendment, (c) be deemed a waiver of any transaction or future action on the part of the Borrower requiring the Lenders’ or the Required Lenders’ consent or approval under the Credit Agreement, or (d) except as consented to hereby, be deemed or construed to be a waiver or release of, or a limitation upon, the Administrative Agent’s or the Lenders’ exercise of any rights or remedies under the Credit Agreement or any other Credit Document, whether arising as a consequence of any Event of Default which may now exist or otherwise, all such rights and remedies hereby being expressly reserved.

ARTICLE III
REVOLVING COMMITTED AMOUNT

     Pursuant to Section 2.7(a) of the Credit Agreement, the Borrower hereby elects to permanently reduce the Revolving Committed Amount to TWO-HUNDRED FIFTY MILLION DOLLARS ($250,000,000) . The Credit Parties and the Required Lenders hereby agree that, after giving effect to this Amendment on the Amendment Effective Date (a) the Revolving Committed Amount shall be reduced to $250,000,000 and (b) the Revolving Commitments of each Revolving Lender shall be reduced pro rata to accommodate such reduction of the Revolving Committed Amount in accordance with Section 2.12(a) of the Credit Agreement. With respect to the voluntary commitment reduction made pursuant to this Article II, the Required Lenders hereby waive the voluntary commitment reduction notice required by Section 2.7(a).

ARTICLE IV
CONDITIONS TO EFFECTIVENESS

      4.1 Closing Conditions . This Amendment shall become effective (the “ Amendment Effective Date ”) upon satisfaction of the following conditions (in form and substance reasonably acceptable to the Administrative Agent) on or prior to July 31, 2009:

     (a)  Executed Amendment . The Administrative Agent shall have received a copy of this Amendment duly executed by each of the Credit Parties and the Administrative Agent, on behalf of the Required Lenders.

     (b)  Executed Consents . The Administrative Agent shall have received executed consents, in substantially the form of Exhibit D attached hereto, from the Required Lenders authorizing the Administrative Agent to enter into this Amendment on their behalf. The delivery by the Administrative Agent of its signature page to this Amendment shall constitute conclusive evidence that the consents from the Required Lenders have been obtained and that the Amendment Effective Date has occurred.

     (c)  Consent and Approvals . All consents and approvals of the boards of directors, shareholders, governmental authorities and other applicable material third parties necessary in connection with this Amendment shall have been obtained.

     (d)  Corporate and Capital Structure, etc . The Administrative Agent shall be satisfied with the corporate and capital structure and management of the Borrower and its Subsidiaries after giving effect to this Amendment, with all legal, tax, accounting, business and other matters relating to this Amendment or to the Borrower and its Subsidiaries after giving effect to this Amendment, and with the aggregate amount of fees and expenses payable in connection with the consummation of this Amendment and the aggregate outstanding amount of Indebtedness of the Borrower and its Subsidiaries, and any liens in connection therewith or otherwise, after giving effect to this Amendment.

     (e)  Material Adverse Change . Since December 31, 2008, no material adverse change shall have occurred in the business, operations, property, assets or financial condition of the Borrower and its subsidiaries taken as a whole which could reasonably be expected to have a Material Adverse Effect.

     (f)  No Litigation . There shall not exist any pending litigation or investigation affecting or relating to any Credit Party or any of its Subsidiaries that in the reasonable judgment of the Administrative Agent and Required Lenders could reasonably be expected to have a Material Adverse Effect, that has not been settled, dismissed, vacated, discharged or terminated prior to the Amendment Effective Date.

     (g)  Officer’s Certificate . The Administrative Agent shall have received a certificate from the Borrower that (i) each of the Borrower and the Guarantors is solvent and (ii) the Borrower is in compliance with all financial covenants set forth in Section 5.9 of the Credit Agreement on a pro forma basis after giving effect to this Amendment.

     (h)  Legal Opinion . The Administrative Agent shall have received an opinion or opinions of counsel for the Credit Parties, dated the Amendment Effective Date and addressed to the Administrative Agent and the Lenders (which shall include, without limitation, opinions with respect to the valid existence of each Credit Party and opinions as to the non-contravention of the Credit Parties’ organizational documents and the Subordinated Note Documents and the documents for all other publicly held or privately placed Indebtedness incurred in accordance with Section 6.1(p)).

     (i)  Organizational Documents . The Administrative Agent shall have received:

     (i) Articles of Incorporation . A copy of the articles of incorporation of each Credit Party certified by a secretary or assistant secretary of such Credit Party (pursuant to a secretary’s certificate) as of the Amendment Effective Date to be true and correct and in force and effect as of such date or certification that there have been no changes to the articles of incorporation delivered to the Administrative Agent as of the Second Amendment Effective Date.

     (ii) Bylaws . A copy of the bylaws of each Credit Party certified by a secretary or assistant secretary of such Credit Party (pursuant to a secretary’s certificate) as of the Amendment Effective Date to be true and correct and in force and effect as of such date or certification that there have been no changes to the bylaws delivered to the Administrative Agent as of the Second Amendment Effective Date.

     (iii) Resolutions . A copy of resolutions of the board of directors of each Credit Party approving and adopting this Amendment, the transactions contemplated herein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of such Credit Party (pursuant to a secretary’s certificate) as of the Amendment Effective Date to be true and correct and in force and effect as of such date.

     (iv) Good Standing . A copy of certificates of good standing, existence or its equivalent with respect to each Credit Party certified as of a recent date by the appropriate Governmental Authorities of the state of its incorporation and a certification by a secretary or assistant secretary of such Credit Party that such Credit Party is in good standing in each other jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, except to the extent that the failure to so qualify and be in good standing could not reasonably be expected to have a Material Adverse Effect.

     (v) Incumbency . An incumbency certificate of each Credit Party certified by a secretary or assistant secretary (pursuant to a secretary’s certificate) to be true and correct as of the Amendment Effective Date.

     (j)  Intercompany Notes . The Administrative Agent shall have received all intercompany notes in the possession of any of the Credit Parties and required to be pledged as Collateral pursuant to Section 5.12, together with (i) applicable allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent’s and the Lenders’ security interest in such Collateral and (ii) such other documentation reasonably requested by the Administrative Agent to evidence the pledge of such Collateral.

     (k)  Payment of Fees . The Administrative Agent shall have received from the Borrower such fees and expenses that are payable in connection with the consummation of the transactions contemplated hereby (including, without limitation, all fees payable pursuant to that certain Engagement Letter, dated as of June 18, 2009, by and among Wachovia Bank, National Association, Wachovia Capital Markets, LLC and the Borrower) and Moore & Van Allen PLLC shall have received from the Borrower payment of all reasonable invoiced outstanding fees and expenses previously incurred and all reasonable invoiced fees and expenses incurred in connection with this Amendment.

     (l)  Subordinated Indebtedness . (i) The Administrative Agent shall have received evidence that the Credit Parties shall have issued at least $200,000,000 of Subordinated Indebtedness permitted to be incurred pursuant to Section 6.1(k) of the Credit Agreement (the “ Subordinated Indebtedness Issuance ”) and (ii) the Borrower shall have paid down the outstanding Loans, in accordance with Section 2.8(b)(v) of the Credit Agreement, in an aggregate amount equal to the Net Cash Proceeds received by the Credit Parties from the Subordinated Indebtedness Issuance.

     (m)  Total Leverage Ratio . The Credit Parties shall demonstrate to the reasonable satisfaction of the Administrative Agent that, after giving effect to the Subordinated Indebtedness Issuance and the application of the proceeds thereof, on a Pro Forma Basis, the Total Leverage Ratio, recalculated for the most recently ended quarter for which information is available, shall be less than 3.25 to 1.0.

     (n)  Default . No Default or Event of Default shall have occurred or be continuing both before and after giving effect to the Subordinated Indebtedness Issuance.

     (o)  2009 Senior Subordinated Note Documents . The Administrative Agent shall have received a copy, certified by an officer of the Borrower as true and complete, of each of the 2009 Senior Subordinated Note Indenture and the 2009 Senior Subordinated Notes, as originally executed and delivered, together with all exhibits and schedules thereto.

     (p)  Miscellaneous . All other documents and legal matters in connection with the transactions contemplated by this Amendment shall be reasonably satisfactory in form and substance to the Administrative Agent and its counsel.

ARTICLE V
MISCELLANEOUS

      5.1 Amended Terms . On and after the Amendment Effective Date, all references to the Credit Agreement in each of the Credit Documents shall hereafter mean the Credit Agreement as amended by this Amendment. Except as specifically amended hereby or otherwise agreed, the Credit Agreement is hereby ratified and confirmed and shall remain in full force and effect according to its terms.

      5.2 Representations and Warranties of Credit Parties . Each of the Credit Parties represents and warrants as follows:

     (a) It has taken all necessary action to authorize the execution, delivery and performance of this Amendment.

     (b) This Amendment has been duly executed and delivered by such Person and constitutes such Person’s legal, valid and binding obligations, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

     (c) No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by such Person of this Amendment.

     (d) After giving effect to this Amendment, the representations and warranties set forth in Article III of the Credit Agreement are true and correct in all material respects as of the date hereof (except for those which expressly relate to an earlier date).

     (e) After giving effect to this Amendment, no event has occurred and is continuing which constitutes a Default or an Event of Default.

     (f) The Security Documents continue to create a valid security interest in, and Lien upon, the Collateral, in favor of the Administrative Agent, for the benefit of the

Lenders, which security interests and Liens are perfected in accordance with the terms of the Security Documents and prior to all Liens other than Permitted Liens.

     (g) Except as specifically provided in this Amendment, the Credit Party Obligations are not reduced or modified by this Amendment and are not subject to any offsets, defenses or counterclaims.

      5.3 Reaffirmation of Credit Party Obligations . Each Credit Party hereby ratifies the Credit Agreement and acknowledges and reaffirms (a) that it is bound by all terms of the Credit Agreement applicable to it and (b) that it is responsible for the observance and full performance of its respective Credit Party Obligations.

      5.4 Credit Document . This Amendment shall constitute a Credit Document under the terms of the Credit Agreement.

      5.5 Further Assurances . The Credit Parties agree to promptly take such reasonable action, upon the request of the Administrative Agent, as is necessary to carry out the intent of this Amendment.

      5.6 Entirety . This Amendment and the other Credit Documents embody the entire agreement among the parties hereto and supersede all prior agreements and understandings, oral or written, if any, relating to the subject matter hereof.

      5.7 Counterparts; Telecopy . This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of an executed counterpart to this Amendment by telecopy or other electronic means shall be effective as an original and shall constitute a representation that an original will be delivered.

      5.8 GOVERNING LAW . THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

      5.9 Successors and Assigns . This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

      5.10 Consent to Jurisdiction; Service of Process; Waiver of Jury Trial . The jurisdiction, services of process and waiver of jury trial provisions set forth in Sections 9.14 and 9.17 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis .

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BELDEN INC.
FOURTH AMENDMENT TO CREDIT AGREEMENT AND AMENDMENT TO SECURITY AGREEMENT AND PLEDGE AGREEMENT

     IN WITNESS WHEREOF the Credit Parties and the Administrative Agent (on behalf of the Required Lenders) have caused this Amendment to be duly executed on the date first above written.

BELDEN INC.
FOURTH AMENDMENT TO CREDIT AGREEMENT AND AMENDMENT TO SECURITY AGREEMENT AND PLEDGE AGREEMENT

BELDEN INC.
FOURTH AMENDMENT TO CREDIT AGREEMENT AND AMENDMENT TO SECURITY AGREEMENT AND PLEDGE AGREEMENT

EXHIBIT A

AMENDED CREDIT AGREEMENT

[see attached]

EXHIBIT
B

AMENDED SCHEDULES

Schedule 2.1(b)(i)
To the Credit Agreement

[FORM OF]
NOTICE OF BORROWING

     Pursuant to Section [2.1(b)(i)] [2.4(b)(i)] of the Credit Agreement, the Borrower hereby requests the following (the “ Proposed Borrowing ”):

I. Revolving Loans be made as follows:

II. Swingline Loans to be made on [date] as follows:

     Swingline Loans requested:

          (1)       Total Amount of Swingline Loans       $                     

     Terms defined in the Credit Agreement shall have the same meanings when used herein.

     The undersigned hereby certifies that the following statements are true on the date hereof and will be true on the date of the Proposed Borrowing:

     (A) the representations and warranties made by the Credit Parties in the Credit Agreement, in the Security Documents or which are contained in any certificate furnished at any time under or in connection therewith shall (i) with respect to representations and warranties that contain a materiality qualification, be true and correct and (ii) with respect to representations and warranties that do not contain a materiality qualification, be true and correct in all material respects, in each case on and as of the date of such Extension of Credit as if made on and as of such date (except for those which expressly relate to an earlier date);

     (B) no Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the Extension of Credit to be made on such date unless such Default or Event of Default shall have been waived in accordance with the Credit Agreement;

     (C) immediately after giving effect to the making of any such Extension of Credit (and the application of the proceeds thereof), (i) the sum of the aggregate principal amount of outstanding Revolving Loans plus outstanding Swingline Loans plus outstanding LOC Obligations shall not exceed the Revolving Committed Amount then in effect, (ii) the LOC Obligations shall not exceed the LOC Committed Amount and (iii) the Swingline Loans shall not exceed the Swingline Committed Amount;

     (D) all conditions set forth in such Sections 2.1 or 2.4 of the Credit Agreement, as applicable, have been satisfied; and

     (E) as demonstrated on Exhibit A attached hereto, after giving effect to such Extension of Credit on a Pro Forma Basis, the Credit Parties are in compliance with Section 4.2(g) of the Credit Agreement.

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Exhibit A
to Notice of Borrowing

Total Leverage Ratio Calculations

[TO BE COMPLETED BY BORROWER]

Schedule 9.6(c)
To the Credit Agreement

[FORM OF]
COMMITMENT TRANSFER SUPPLEMENT

     Reference is made to the Credit Agreement, dated as of January 24, 2006 (as amended, restated, supplemented or otherwise modified, the “ Credit Agreement ”), by and among Belden Inc., a Delaware corporation (the “ Borrower ”), the Material Domestic Subsidiaries of the Borrower from time to time party thereto (collectively the “ Guarantors ”), the lenders from time to time party thereto (the “ Lenders ”) and Wachovia Bank, National Association, as administrative agent for the Lenders (the “ Administrative Agent ”). Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings provided in the Credit Agreement.

                                                                   (the “ Transferor Lender ” ) and                                                              (the “ Purchasing Lender ”) agree as follows:

     1. For an agreed consideration, the Transferor Lender hereby irrevocably sells and assigns to the Purchasing Lender, and the Purchasing Lender hereby irrevocably purchases and assumes from the Transferor Lender, as of the Transfer Funding Date (as defined below), (a) all of the Transferor Lender’s rights and obligations under the Credit Agreement with respect to those credit facilities contained in the Credit Agreement as set forth on Schedule 1 , and all instruments delivered pursuant thereto to the extent related to the principal amount and Commitment Percentage set forth on Schedule 1 attached hereto of all of such outstanding rights and obligations of the Transferor Lender under the respective facilities set forth on Schedule 1 (including any letters of credit, guarantees, and swingline loans included in such facilities) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Transferor Lender (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (a) above (the rights and obligations sold and assigned pursuant to clauses (a) and (b) above being referred to herein collectively as, the “ Assigned Interest ”). Such sale and assignment is without recourse to the Transferor Lender and, except as expressly provided in this Commitment Transfer Supplement, without representation or warranty by the Transferor Lender.

     2. The Transferor Lender (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Commitment Transfer Supplement and to consummate the transactions contemplated hereby; (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Credit Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Credit Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under the Credit Documents; and (c) in the case of an assignment of the entire remaining amount of the Transferor Lender’s Commitments, attaches any Note(s) held by it evidencing the Assigned Interest and requests that the Administrative Agent exchange the attached Note(s) for a new Note(s) payable to the Purchasing Lender.

     3. The Purchasing Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Commitment Transfer Supplement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) from and after the Effective Date (as defined below), it shall be bound by the provisions of the Credit Documents as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder and (iii) it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 3.1 thereof, the financial statements delivered pursuant to Section 5.1 thereof, if any, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Commitment Transfer Supplement and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender; (b) agrees that it will (i) independently and without reliance upon the Transferor Lender, the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, the other Credit Documents or any other

instrument or document furnished pursuant hereto or thereto and (ii) perform in accordance with its terms all the obligations which by the terms of the Credit Documents are required to be performed by it as a Lender including, if it is organized under the laws of a jurisdiction outside the United States, its obligations pursuant to Section 2.18 of the Credit Agreement; and (c) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto.

     4. The effective date of this Commitment Transfer Supplement shall be _________, ___ (the “ Effective Date ”). Following the execution of this Commitment Transfer Supplement, it will be delivered to the Administrative Agent for acceptance by it and recording by the Administrative Agent pursuant to the Credit Agreement, effective as of the Effective Date.

     5. The funding date for this Commitment Transfer Supplement shall be _________, ___ (the “ Transfer Funding Date ”). On the Transfer Funding Date, any registration and processing fee shall be due and payable to the Administrative Agent pursuant to Section 9.6 of the Credit Agreement.

     6. Upon such acceptance, recording and payment of applicable registration and processing fees, from and after the Transfer Funding Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Purchasing Lender whether such amounts have accrued prior to the Transfer Funding Date or accrue subsequent to the Transfer Funding Date. The Transferor Lender and the Purchasing Lender shall make all appropriate adjustments in payments by the Administrative Agent for periods prior to the Transfer Funding Date or, with respect to the making of this assignment, directly between themselves.

     7. From and after the Transfer Funding Date, (a) the Purchasing Lender shall be a party to the Credit Agreement and, to the extent provided in this Commitment Transfer Supplement, have the rights and obligations of a Lender thereunder and under the other Credit Documents and shall be bound by the provisions thereof and (b) the Transferor Lender shall, to the extent provided in this Commitment Transfer Supplement, relinquish its rights and be released from its obligations under the Credit Agreement.

     8. This Commitment Transfer Supplement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York without regard to conflict of laws principles thereof (other than Sections 5-1401 and 5-1402 of The New York General Obligations Law).

     IN WITNESS WHEREOF, the parties hereto have caused this Commitment Transfer Supplement to be executed as of the date first above written by their respective duly authorized officers on Schedule 1 hereto.

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SCHEDULE 1
TO COMMITMENT TRANSFER SUPPLEMENT

Effective Date:                      , ___

Name of Transferor Lender:                     

Name of Purchasing Lender:                     

Transfer Funding Date of Assignment:                     

Credit Facility CUSIP Number: 07745EAB0

Assigned Interest:

Schedule 2(a)
To the Pledge Agreement

PLEDGED CAPITAL STOCK

PLEDGED CAPITAL STOCK

With respect to the following entities which are listed above:

A.W. Industries
Belden Asia (Hong Kong) Limited
Belden Asia (Thailand) Co. Ltd.
Belden Australia Pty. Ltd.
Belden Brasil Commercial Ltda.
Belden Electronics Argentina S.A.
Belden Electronics S.A. de C.V.
Belden de Sonora de C.V.
Belden Singapore Private Limited
Belden Technologies S.r.l.
Belden Wire & Cable Trading (Shanghai) Co. Ltd.
Hirschmann Automation and Control Inc.
Nordx/CDT Corp.
Nordx/CDT IP Corp.
Tennecast/CDT Inc.
Trapeze Networks Ltd.
Trapeze Networks K.K.
Trapeze Networks B.V.

(collectively the “Excluded Entities”), notwithstanding anything stated in the Credit Agreement, the Pledge Agreement, the Security Agreement or the other Credit Documents to the contrary, due to the fact that the certificates representing the Capital Stock of the Excluded Entities are not readily available (or such Capital Stock is uncertificated) and the Excluded Entities that issued such Capital Stock are dormant, being dissolved or of immaterial value, the Credit Parties shall not be obligated to deliver to the Administrative Agent or any Lender any certificates

representing the Capital Stock or other equity interests of the Excluded Entities, and the Capital Stock and other equity interests of the Excluded Entities shall be considered excluded from the Perfection Collateral.

EXHIBIT C

ADDITIONAL SCHEDULE

Schedule 3.19(c)

INTERCOMPANY NOTES

Loan Facility Agreement dated as of March 22, 2007 between Belden Holdings, Inc. and Belden Global C.V., with an outstanding principal balance as of the Fourth Amendment Effective Date of $249,363,022.

EXHIBIT D

FORM OF
LENDER CONSENT

See Attached.

LENDER CONSENT

     This Lender Consent is given pursuant to the Credit Agreement, dated as of January 24, 2006 (as previously amended and modified, the “ Credit Agreement ”; and as further amended by the Amendment (as hereinafter defined), the “ Amended Credit Agreement ”), by and among BELDEN INC. (formerly known as Belden CDT Inc.), a Delaware corporation (the “ Borrower ”), those Material Domestic Subsidiaries of the Borrower party thereto (each a “ Guarantor ” and collectively, the “ Guarantors ”), the lenders and other financial institutions from time to time party thereto (the “ Lenders ”) and WACHOVIA BANK, NATIONAL ASSOCIATION , as administrative agent on behalf of the Lenders (in such capacity, the “ Administrative Agent ”). Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement unless otherwise defined herein.

     The undersigned hereby approves the Fourth Amendment to Credit Agreement and Amendment to Security Agreement and Pledge Agreement (the “ Amendment ”), to be dated on or about June 29, 2009, by and among the Borrower, the Guarantors party thereto and the Administrative Agent and hereby authorizes the Administrative Agent to execute and deliver the Amendment on its behalf and, by its execution below, the undersigned agrees to be bound by the terms and conditions of the Amendment and the Amended Credit Agreement. Delivery of this Lender Consent by telecopy shall be effective as an original.

     A duly authorized officer of the undersigned has executed this Lender Consent as of ______ ___, 2009.

o Pursuant to Section 2.2 of the Amended Credit Agreement,                                          (Lender Name) elects to extend $                                          of its Revolving Commitment which shall constitute Extended Revolving Commitments under the Amended Credit Agreement.

Consented to: ²

BELDEN INC. (formerly known as Belden CDT Inc.), a Delaware corporation

[EXHIBIT A]

Published CUSIP Number : 07745EAB0