EXHIBIT 10.55
FIRST AMENDMENT TO THE TRUST AGREEMENT
ESTABLISHING THE TRUST
BY AND BETWEEN BELDEN WIRE & CABLE COMPANY
(FOR THE SUPPLEMENTAL EXCESS DEFINED CONTRIBUTION PLAN)
and CG TRUST COMPANY (NOW PRUDENTIAL BANK & TRUST, F.S.B.)
WHEREAS, Xxxxxx Wire & Cable Company (hereinafter referred to as the "Company")
and CG Trust Company, now Prudential Bank & Trust, F.S.B. (hereinafter referred
to as the "Trustee"), established a trust pursuant to a Trust Agreement
(hereinafter referred to as the "Trust Agreement") effective January 1, 2001
establishing the Trust by and between Xxxxxx Wire & Cable Company (for the
Supplemental Excess Defined Contribution Plan) and CG Trust Company, now
Prudential Bank & Trust, F.S.B.;
WHEREAS, the trust was established by the Trust Agreement in connection with the
Xxxxxx Wire & Cable Company Supplemental Excess Defined Contribution Plan (as
amended from time to time, the "Plan");
WHEREAS, Section 12 of the Trust Agreement provides for the amending of the
Trust Agreement by written instrument executed by the Trustee and the Company;
and
WHEREAS, the Company and the Trustee deem it desirable to make certain
amendments to the Trust Agreement effective immediately before the Effective
Time, as defined in the Agreement and Plan of Merger by and among Cable Design
Technologies Corporation, BC Merger Corp. and Xxxxxx Inc. dated as of February
4, 2004, as amended;
NOW, THEREFORE, the Trust Agreement is amended effective immediately before the
Effective Time as follows:
1. The definition of "Plan" is amended by inserting the words "as amended from
time to time," immediately before the words "the 'Plan'" in the parenthetical in
the first "WHEREAS" clause.
2. Paragraph (d) of Section 14, which defines "Change of Control", is deleted
and replaced with the following:
"For purposes of this Trust, the term 'Change of Control' shall have the meaning
assigned by the Plan. For the avoidance of doubt, the consummation of the
transactions contemplated by the Agreement and Plan of Merger by and among Cable
Design Technologies Corporation, BC Merger Corp. and Xxxxxx Inc. dated as of
February 4, 2004, as amended, shall not constitute a 'Change of Control' under
the Plan. The Board of Directors and the Chief Executive Officer of the Company
shall have a duty to inform the Trustee in writing of any Change of Control.
Unless Trustee has actual knowledge of a Change of Control, or has received
notice from the Company that a Change of Control
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has occurred, Trustee shall have no duty to inquire whether a Change of Control
has occurred."
3. Capitalized terms used herein, unless otherwise defined herein, have the
meaning ascribed to such terms in the Trust Agreement. Except as expressly
provided herein all provisions of the Trust Agreement shall remain in full force
and effect.
IN WITNESS WHEREOF, Xxxxxx Wire & Cable Company and Prudential Bank &
Trust, F.S.B., by their respective duly authorized officers, execute this
amendment as of the 14th day of July, 2004.
BELDEN WIRE & CABLE COMPANY
By: /s/ Xxxxx X. Xxxxxxx
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Its: Vice President, Human Resources
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Attest: /s/ Xxxxxx X. Xxxxxxxxxx
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Xxxxxx X. Xxxxxxxxxx
PRUDENTIAL BANK & TRUST, F.S.B.
By: /s/
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Its:
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