THIRD AMENDMENT TO CREDIT AND SECURITY AGREEMENT

Exhibit 99.1

THIRD AMENDMENT TO
CREDIT AND SECURITY AGREEMENT

     THIS THIRD AMENDMENT TO CREDIT AND SECURITY AGREEMENT (this “Third Amendment”) is dated as of the 9th day of November, 2004 among XXXXXX CDT INC. (the “Parent”), XXXXXX INC., BELDEN TECHNOLOGIES, INC., BELDEN WIRE & CABLE COMPANY and 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 “Lenders”);

W I T N E S S E T H :

     WHEREAS, Xxxxxx 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 and that certain Consent Under and Second Amendment to Credit and Security Agreement dated May 26, 2004, the “Credit Agreement”); and

     WHEREAS, Borrowers have requested certain amendments to provisions of the Credit Agreement, and the Agent and the 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 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) Xxxxxx CDT Inc., Xxxxxx Inc., Belden Technologies, Inc., Belden Wire & Cable Company and Cable

			Design Technologies Inc.; and (b) in the case of each Borrower, its successors and its permitted assigns.
	(b)		“CDT” means Cable Design Technologies Inc., a Washington corporation.
	(c)		“CDT Debentures” means the 4.00% Convertible Subordinated Debentures due July 15, 2023 of Cable Design Technologies Corporation.
	(d)		“CDT Group” means the Parent, Red Hawk/CDT, Inc., CDT and all of the Domestic Subsidiaries of CDT.
	(e)		“Consolidated Fixed Charges” means the sum of the following, calculated on a consolidated basis in accordance with GAAP for the Parent and its Consolidated Subsidiaries in each case calculated for the relevant fiscal period prior to the date of such calculation: (a) Consolidated Net Interest Expense, plus (b) principal of long term Debt (excluding the payment by Xxxxxx Inc. of the $64,000,000 Senior Notes Series A which were due on September 1, 2004) paid or payable in cash as reflected on the Parent’s and its Consolidated Subsidiaries’ most recent monthly financial statements submitted to the Lenders pursuant to SECTION 5.01(b), plus (c) the aggregate amount of all Restricted Payments (other than those of the type described in subsections (a) and (b) of the definition of Restricted Payments) paid, plus (d) the amount of any reductions in the Amortizing Equipment Availability Amount pursuant to the definition thereof. The “relevant fiscal period” referenced in the preceding sentence means (i) for any date of calculation during the 12 Fiscal Month period after the Merger, the period beginning with and including the first Fiscal Month after the Merger through and including the Fiscal Month just ended prior to the date of calculation; and (ii) for any date of calculation after the 12 Fiscal Month period after the Merger, the 4 Fiscal Quarters or 12 Fiscal Months just ended prior to the date of calculation.
	(f)		“Fixed Charge Coverage Ratio” means, as of any date of calculation, the ratio of (a) Consolidated EBITDA, less the aggregate amount of all capital expenditures of the Parent and its Consolidated Subsidiaries, less Consolidated Cash Taxes, less any amounts to be paid under the Xxxxxx Tax Sharing Agreement, less amounts paid of the types described in subsection (a) of the definition of Restricted Payments, in each case for the relevant fiscal period prior to the date of such calculation, to (b) Consolidated Fixed Charges. The “relevant fiscal period” referenced in the preceding sentence means (i) for any date of calculation during the 12 Fiscal Month period after the Merger, the period beginning with and including the first Fiscal Month after the Merger through and including the Fiscal Month just ended prior to the date of calculation; and (ii) for any date of calculation after the 12 Fiscal Month period after the Merger, the 12 Fiscal Months just ended prior to the date of calculation.

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	(g)		“Guarantors” means (i) the Initial Subsidiary Guarantors, (ii) Belden Communications Company, (iii) CDT International Holdings Inc., Dearborn/CDT, Inc., Thermax/CDT, Inc., X-Xxxx/CDT Inc., Nordx/CDT Corp. and Red Hawk/CDT, Inc., and (iv) each other Domestic Subsidiary that becomes a Guarantor pursuant to SECTION 5.15.
	(h)		“Guaranty” means collectively (i) the Guaranty dated as of the Closing Date signed by the Initial Subsidiary Guarantors, (ii) the Guaranty dated as of May 26, 2004 signed by Belden Communications Company, and (iii) the Guaranty dated as of the Third Amendment Date signed by CDT International Holdings Inc., Dearborn/CDT, Inc., Thermax/CDT, Inc., X-Xxxx/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.
	(i)		“Material Subsidiary” means, as of any date of determination, any Subsidiary which is directly owned by the Parent or a Subsidiary, and (a) has assets which constitute more than 5% of the consolidated total assets of the Parent and its Consolidated Subsidiaries at the end of the most recent Fiscal Quarter, (b) contributed more than 5% of Consolidated Operating Income for the relevant fiscal period (or, with respect to any Subsidiary which existed during the entire relevant fiscal period but was acquired by the Parent during such period, which would have contributed more than 5% of Consolidated Operating Income for such period had it been a Subsidiary for the entire period, as determined on a pro forma basis in accordance with GAAP), or (c) is listed on SCHEDULE 1.01. The “relevant fiscal period” referenced in the preceding sentence means (i) for any date of determination during the 12 Fiscal Month period after the Merger, the period beginning with and including the first Fiscal Month after the Merger through and including the Fiscal Month just ended prior to the date of determination; and (ii) for any date of determination after the 12 Fiscal Month period after the Merger, the 4 Fiscal Quarters just ended prior to the date of determination.
	(j)		“1999 Note Purchase Agreement” means that certain Note Purchase Agreement dated as of September 1, 1999 among Xxxxxx Inc. and certain noteholders from time to time party thereto, as such agreement may be hereafter amended, restated, supplemented, refinanced, increased or reduced from time to time, subject to SECTION 5.36.
	(k)		“1997 Note Purchase Agreement” means that certain Note Purchase Agreement dated as of August 1, 1997 among Xxxxxx Inc. and certain noteholders from time to time party thereto, as amended by that certain First Amendment to Note Purchase Agreement dated as of September 1,

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			1999 and as such agreement may be hereafter amended, restated, supplemented, refinanced, increased or reduced from time to time, subject to SECTION 5.36.
	(l)		“Parent” means Xxxxxx CDT Inc., and its successors and permitted assigns.
	(m)		“Pledge Agreement” means collectively the Stock Pledge Agreements dated as of the Closing Date and (as to the CDT Group entities) the Third Amendment Date, respectively, executed by the Borrowers and any Guarantor that owns a Domestic Subsidiary in favor of the Agent and to be joined in pursuant to SECTION 5.15 by any other Borrower or Guarantor that after the Closing Date acquires a Domestic Subsidiary.
	(n)		“Test Ratio” means, as of any date of calculation, the ratio of (i) Net Funded Debt as of such date to (ii) Consolidated EBITDA for the relevant fiscal period, annualized to the extent such period is less than 12 Fiscal Months. The “relevant fiscal period” referenced in the preceding sentence means (i) for any date of calculation during the 12 Fiscal Month period after the Merger, the period beginning with and including the first Fiscal Month after the Merger through and including the Fiscal Month just ended on the date of calculation; and (ii) for any date of calculation after the 12 Fiscal Month period after the Merger, the 12 Fiscal Months just ended on the date of calculation.
	(o)		“Third Amendment Date” means November 9, 2004.

3.		Amendment to Section 1.02 (Accounting Terms and Definitions). Section 1.02 of the Credit Agreement is hereby amended by adding immediately after the words “the most recent audited consolidated financial statements of the Parent and the Subsidiaries” the words “(or Xxxxxx Inc. and its Subsidiaries for periods prior to the delivery of the audited consolidated financial statements of the Parent and the Subsidiaries for the Fiscal Year of 2004)”.
4.		Amendment to Section 4.04 (Financial Information). Section 4.04(a) of the Credit Agreement is hereby amended by changing each reference therein to “Parent” to a reference to “Xxxxxx Inc.”, and changing each reference therein to “Consolidated Subsidiaries” to a reference to “consolidated Subsidiaries”. Section 4.04(b) of the Credit Agreement is hereby amended by changing the reference therein to “December 31, 2002” to a reference to “July 15, 2004”.
5.		Amendment to Section 4.07 (Compliance with Laws; Payment of Taxes). Section 4.07 of the Credit Agreement is hereby amended by adding immediately after the words “examined and closed” in the last sentence thereof the words “(or the statute of limitations run)”.
6.		Amendment to Section 4.18 (Purchase of Collateral). Section 4.18 of the Credit Agreement is hereby amended by changing the reference therein to

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		“Closing Date” to a reference to “Third Amendment Date”. Section 4.18 of the Credit Agreement is hereby further amended by adding to the end thereof the words “and except for the Merger”.
7.		Amendment to Section 4.26 (Article 9 Information). Section 4.26 of the Credit Agreement is hereby amended by adding to the end thereof the words “, or in the case of the CDT Group entities on SCHEDULE 4.26”.
8.		Amendment to Section 5.01 (Information). Section 5.01(m) of the Credit Agreement is hereby amended by adding to the end thereof the following sentence: “Notwithstanding the provisions of SECTION 5.01(a), SECTION 5.01(b), or SECTION 5.01(c), the reports required by SECTION 5.01(a) and SECTION 5.01(b) for Fiscal Year 2004 and the Fiscal Quarter ended September 30, 2004 shall be based on Xxxxxx Inc. as the accounting acquirer in the Merger. Further, to the extent such provisions require the Borrowers to furnish or deliver any financial information or figures for a portion of a Fiscal Year, or corresponding financial information or figures for a previous Fiscal Year or portion thereof, relating to any time prior to July 15, 2004 (being the consummation date of the Merger), such financial information and figures shall be deemed to be based on Xxxxxx Inc. as the accounting acquirer in the Merger.”
9.		Amendment to Section 5.08 (Insurance; Net Casualty/Insurance Proceeds). The second sentence of Section 5.08(a) of the Credit Agreement is hereby amended and restated in its entirety as follows: “The Agent agrees that such deductibles and self insurance retention amounts in place on the Third Amendment Date are acceptable and agrees that it will not unreasonably withhold its approval of future modifications to such amounts.”
10.		Amendment to Section 5.16 (Restricted Payments and Investments and Acquisitions). Subsection 5.16 of the Credit Agreement is hereby amended by changing each reference therein (except in clause (xiv) thereof) to “Closing Date” to a reference to “Third Amendment Date”, by deleting the words “not existing on the Closing Date” from clause (xiv) thereof, by changing the words “not to exceed $7,500,000 “ in clause (vi) thereof to the words “not to exceed $10,000,000”, and by amending and restating clause (xiii) thereof in its entirety as follows:
		"(xiii) payment of dividends in an amount not to exceed $12,000,000 each year made in the ordinary course of business and consistent with practices existing on the Third Amendment Date; and”
11.		Amendment to Section 5.17 (Permitted Liens). Section 5.17 of the Credit Agreement is hereby amended by amending and restating subparagraph (a) thereof in its entirety as follows:

     ”(a) (i) Liens existing on the date of this Agreement securing Debt or other obligations outstanding on the date of this Agreement and disclosed in the

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Collateral Disclosure Certificates, and (ii) Liens on any assets of any CDT Group entity;”

12. Amendment to Section 5.20 (Permitted Debt). Section 5.20 of the Credit Agreement is hereby amended by (i) changing each reference in subparagraph (a) thereof to “Closing Date” to a reference to “Third Amendment Date”, (ii) changing the words “not to exceed $7,500,000” in subparagraph (a) thereof to the words “not to exceed $10,000,000”, (iii) changing the words “not to exceed $15,000,000” in the fifth line of subparagraph (i) thereof to the words “not to exceed $20,000,000”, (iv) changing the words “not to exceed $10,000,000” in the seventh line of subparagraph (i) thereof to the words “not to exceed $15,000,000”, and (v) amending and restating subparagraph (b) thereof in its entirety as follows:

     ”(b) (i) Debt to the Agent and the Lenders under this Agreement and the other Credit Documents and to Wachovia or the LC Issuer under any document or agreement pertaining to any Letter of Credit, and (ii) Debt under the CDT Debentures;”

13. Amendment to Section 5.29. Section 5.29 is hereby amended by deleting it in its entirety and substituting the following in lieu thereof:

     “SECTION 5.29. Appraisals; Field Examinations. The Agent reserves the right, exercisable from time to time hereafter in its commercially reasonable judgment, to require that the Borrowers and/or the Guarantors obtain, and the Borrowers and/or the Guarantors shall so obtain, at the Borrowers’ expense, appraisals reflecting then current values of the Accounts and Inventory. After the Appraisal Approval Date, the Agent reserves the right, exercisable from time to time hereafter in its commercially reasonable judgment, to require that the Borrowers and/or the Guarantors obtain, and the Borrowers and/or the Guarantors shall so obtain, at the Borrowers’ expense, appraisals reflecting then current values of the Equipment. The Agent anticipates that it will conduct one field examination per year, but reserves the right, exercisable from time to time hereafter, to conduct field examinations on a more frequent basis in its commercially reasonable judgment, and all such field examinations shall be at the Borrowers’ expense.”

14. CDT Group Matters. Notwithstanding anything in the Credit Agreement to the contrary, for purposes of Article 4, Article 5 and Section 6.01 of the Credit Agreement only, the definition of “Collateral” in the Credit Agreement, and all defined terms in the Credit Agreement that comprise part of the Collateral (including without limitation “Accounts”, “General Intangibles”, “Inventory”, “Equipment”, “Goods”, “Investment Property”, “Intellectual Property”, “Patents”, “Trademarks” and “Copyrights”), shall not include any personal property or other asset of any nature of any CDT Group entity; the definition of “Collateral Disclosure Certificates” shall not include any Collateral Disclosure Certificate of any CDT Group entity (which are not required of such entities); and the definition of “Collateral Location” in the Credit Agreement shall not include any location of

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		any CDT Group entity. Without limiting the foregoing, none of the following provisions of the Credit Agreement shall apply, in any respect under the Credit Agreement, to any CDT Group entity, its business, operations or any of its personal property or other assets of any nature: Sections 4.27-4.38; the last sentence of Section 5.10; Section 5.11; or Sections 5.22-5.35. For the avoidance of doubt, it is understood and agreed that Article 3 of the Credit Agreement is unaffected by the above two sentences, and that the Borrowers and the Guarantors (as such terms are defined in this Third Amendment) grant the general lien upon and security interest in their personal property as more fully provided by the terms and limitations of such Article 3.
15.		Permitted CDT Deposit Accounts. The Agent and the Lenders acknowledge and agree that the CDT Group entities may establish and maintain Deposit Accounts with depositary institutions which are not Approved Depositories, into which accounts are deposited cash, checks, drafts, items and other Instruments for the payment of money in full or partial payment for the Inventory or other items of the types referenced in the first sentence of Section 2.15(a)(ii) of the Credit Agreement (the “Permitted CDT Deposit Accounts”), provided that the aggregate amount of such Permitted CDT Deposit Accounts after their daily “sweep” into other CDT Group concentration accounts, plus the aggregate amount of such other CDT Group concentration accounts after their daily “sweep” into Collateral Reserve Accounts or into securities accounts with Approved Securities Intermediaries, at no time exceeds five hundred thousand dollars ($500,000). Such establishment and maintenance of the Permitted CDT Deposit Accounts shall not be deemed a violation of Sections 2.15(a) or (b) of the Credit Agreement provided that such $500,000 threshold is not exceeded; if such threshold is exceeded, Sections 2.15 (a) and (b) shall thereupon apply, and the CDT Group entities shall comply therewith as soon as practicable.
16.		Borrowing Base Exclusion. No personal property or other asset of any CDT Group entity will be included in the Borrowing Base except as provided in this paragraph 16. The Borrowers may elect to include personal property and other assets of specified CDT Group entities (or specified operating divisions of such entities) in the Borrowing Base in accordance with the terms of the Credit Agreement, in which event (i) such personal property and other assets will become subject to the provisions of the Credit Agreement from which they had been excluded under paragraph 14 above, (ii) supplemental disclosures/exceptions under Articles 4 and 5 of the Credit Agreement (whether or not the wording thereof permits such supplemental disclosures/exceptions) will be mutually negotiated in good faith by the parties, and (iii) subject to the Credit Agreement, such personal property and other assets will be subject to the reasonably satisfactory completion of necessary field exams and any other investigations deemed necessary in the Agent’s reasonable credit judgment.
17.		Amendments to Certain Schedules and Exhibits. The following schedules to the Credit Agreement are hereby amended and restated in their entirety as attached to this Third Amendment: Schedule 4.13 (Environmental Matters);

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		Schedule 4.20 (Labor Disputes); Schedule 4.21 (Surety Obligations); Schedule 4.22 (Burdensome Restrictions); Schedule 4.25 (Capital Structure); Schedule 5.01(c) (Consolidating Financial Information); and Schedule 5.20 (Intercompany Debt, Other Debt). Schedule 4.26 (Certain CDT Group Information) is hereby added to the Credit Agreement. Exhibits A-1 (Revolving Loan Note) and A-2 (Settlement Loan Note) are hereby amended and restated in their entirety as attached to this Third Amendment.
18.		Second Amendment. The requirement of paragraph 9 (Certain Amendments No Longer Effective) of the Consent Under and Second Amendment to Credit and Security Agreement dated May 26, 2004, is hereby deemed to have been satisfied (and the referenced amendments shall remain effective) notwithstanding the fact that this Third Amendment was not executed within the referenced 45-day period.
19.		Waiver. With respect to each of Fiscal Months July 2004, August 2004 and September 2004, the Agent and the Lenders hereby 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 further waive any Default or Event of Default arising in connection with the failure to submit such reports within such time periods; provided, however, that the Borrowers agree to deliver each of such reports to each of the Lenders on or before November 15, 2004.
20.		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 Third Amendment), as fully as if made on the date hereof (except where reference is made to a specific date).
21.		Effect of Third 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.
22.		Counterparts. This Third 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.
23.		Section References. Section titles and references used in this Third 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.
24.		No Default. To induce the Agent and the Lenders to enter into this Third 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

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		giving effect to this Third 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.
25.		No Novation or Mutual Departure. The Borrowers expressly acknowledge and agree that there has not been, and this Third 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.
26.		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.
27.		Governing Law. This Third Amendment shall be governed by and construed and interpreted in accordance with the laws of the State of New York.
28.		Conditions Precedent. This Third Amendment shall become effective only upon (a) Agent’s receipt of a Guaranty substantially in the form of Exhibit S to the Credit Agreement (with appropriate modification to conform to this Third Amendment) executed by CDT International Holdings Inc., Dearborn/CDT, Inc., Thermax/CDT, Inc., X-Xxxx/CDT Inc., Nordx/CDT Corp. and Red Hawk/CDT, Inc., (b) Agent’s receipt of Revolving Loan Notes (one for each Lender) and a Settlement Loan Note (for the Agent) executed by the Borrowers, in exchange for the return to the Borrowers and cancellation of the prior Revolving Loan Notes and Settlement Loan Note, (c) Agent’s receipt of a Stock Pledge Agreement substantially in the form of Exhibit N to the Credit Agreement executed by the Parent, CDT and CDT International Holdings Inc., pledging the stock of Xxxxxx Inc., CDT, CDT International Holdings Inc., Dearborn/CDT, Inc., Thermax/CDT, Inc., X-Xxxx/CDT Inc., Nordx/CDT Corp. and Red Hawk/CDT, Inc., (d) Agent’s receipt of an opinion letter from the Parent’s in-house counsel in a form reasonably acceptable to Agent indicating that the Parent, CDT and the Guarantors within the CDT Group are legally bound by the documents referenced in (a)-(c) above, and (e) execution and delivery by facsimile to counsel for the Agent, Xxxxx X. Xxxxx, Xxxxx Day, facsimile no. 404-581-8330, of (i) a signature page to this Third Amendment by the Borrowers, the Agent and the Lenders, and (ii) a signature page of the Consent and Reaffirmation of Guarantors at the end hereof by the Initial Subsidiary Guarantors and Belden Communications Company.

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     IN WITNESS WHEREOF, the Borrowers, the Agent and each of the Lenders has caused this Third Amendment to be duly executed, under seal, by its duly authorized officer as of the day and year first above written.

	XXXXXX CDT INC.
	By:	/s/Xxxxxxx X. Xxxxx
		Title: Vice President, Finance and Chief Financial Officer
	XXXXXX INC.
	By:	/s/Xxxxxxx X. Xxxxx
		Title: Vice President, Finance and Chief Financial Officer
	BELDEN TECHNOLOGIES, INC.
	By:	/s/Xxxxxxx X. Xxxxx
		Title: Vice President
	BELDEN WIRE & CABLE COMPANY
	By:	/s/Xxxxxxx X. Xxxxx
		Title: Vice President
	CABLE DESIGN TECHNOLOGIES INC.
	By:	/s/Xxxxxxx X. Xxxxx
		Title: Vice President, Finance and Chief Financial Officer

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	WACHOVIA BANK, NATIONAL ASSOCIATION, as Agent and as a Lender
	By:	/s/
		Title:

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	U.S. BANK NATIONAL ASSOCIATION, as Syndication Agent and as a Lender
	By:	/s/
		Title:

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	COMERICA BANK, as a Lender
	By:	/s/
		Title:

13

	THE NORTHERN TRUST COMPANY, as a Lender
	By:	/s/
		Title:

14

	ING BANK N.V, as a Lender
	By:	/s/
		Title:

15

	FIFTH THIRD BANK, INDIANA, as a Lender
	By:	/s/
		Title:

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CONSENT AND REAFFIRMATION OF GUARANTORS

     Each of the undersigned (i) acknowledges receipt of the foregoing Third Amendment, (ii) consents to the execution and delivery of the Third 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 May 26, 2004 executed by Belden Communications Company, and agrees that none of such obligations and covenants shall be affected by the execution and delivery of the Third 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/Xxxxxxx X. Xxxxx
		Title: Vice President
	BELDEN INTERNATIONAL, INC.
	By:	/s/Xxxxxxx X. Xxxxx
		Title: Vice President
	BELDEN COMMUNICATIONS COMPANY
	By:	/s/Xxxxxxx X. Xxxxx
		Title: Vice President

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EXHIBIT A-1

REVOLVING LOAN NOTE

Charlotte, North Carolina

November ___, 2004

     For value received, each of XXXXXX CDT INC., XXXXXX INC., BELDEN TECHNOLOGIES, INC., BELDEN WIRE & CABLE COMPANY and CABLE DESIGN TECHNOLOGIES INC. (collectively, the “Borrowers”), jointly and severally, promises to pay to the order of [                   ], a [                   ] (the “Lender”), for the account of its Lending Office, the principal sum of [                   ] AND NO/100 DOLLARS ($[                   ]), or such lesser amount as shall equal the unpaid principal amount of each Revolving Loan made by the Lender to the Borrowers pursuant to the Credit Agreement referred to below, on the dates and in the amounts provided in the Credit Agreement. The Borrowers promise to pay interest on the unpaid principal amount of this Revolving Loan Note on the dates and at the rate or rates provided for in the Credit Agreement. Interest on any overdue principal of and, to the extent permitted by law, overdue interest on the principal amount hereof shall bear interest at the Default Rate, as provided for in the Credit Agreement. All such payments of principal and interest shall be made in lawful money of the United States in Federal or other immediately available funds at the office of Wachovia Bank, National Association, 000 Xxxxx Xxxxxxx Xxxxxx, XX-0, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000, Attention: Agency Services, or such other address as may be specified from time to time pursuant to the Credit Agreement.

     All Loans made by the Lender, the respective maturities thereof, the interest rates from time to time applicable thereto, and all repayments of the principal thereof shall be recorded by the Lender and, prior to any transfer hereof, endorsed by the Lender on the schedule attached hereto, or on a continuation of such schedule attached to and made a part hereof; provided that the failure of the Lender to make any such recordation or endorsement shall not affect the obligations of the Borrowers hereunder or under the Credit Agreement.

     This Revolving Loan Note is one of the Revolving Loan Notes referred to in the Credit and Security Agreement dated as of October 9, 2003 among Xxxxxx Inc., Belden Technologies, Inc., Belden Communications Company, Belden Wire & Cable Company, the Lenders listed on the signature pages thereof, Wachovia Bank, National Association, as Agent, and U.S. Bank National Association, as Syndication Agent, 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 of even date herewith (as so amended and as the same may be further amended and modified from time to time, the “Credit Agreement”). Terms defined in the Credit Agreement are used herein with the same meanings. Reference is made to the Credit Agreement for provisions for the optional and mandatory prepayment and the repayment

hereof and the acceleration of the maturity hereof, as well as the obligation of the Borrowers to pay all costs of collection, including reasonable attorneys fees, in the event this Revolving Loan Note is collected by law or through an attorney at law.

     The Borrowers hereby waive presentment, demand, protest, notice of demand and nonpayment and any other notice required by law relative hereto, except to the extent as otherwise may be expressly provided for in the Credit Agreement.

     IN WITNESS WHEREOF, the Borrowers have caused this Revolving Loan Note to be duly executed, under seal, by its duly authorized officer as of the day and year first above written.

XXXXXX CDT INC.
 

By:  

Name:  

Title:  

XXXXXX INC.
 

By:  

Name:  

Title:  

BELDEN TECHNOLOGIES, INC.
 

By:  

Name:  

Title:  

BELDEN WIRE & CABLE COMPANY
 

By:  

Name:  

Title:  

CABLE DESIGN TECHNOLOGIES INC.
 

By:  

Name:  

Title:  

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Revolving Loan Note (cont’d)

REVOLVING LOANS AND PAYMENTS OF PRINCIPAL

Date Base Rate or
Euro-Dollar
Loan

Amount of Loan
Amount of
Principal

Maturity Date
Notation
Made By

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EXHIBIT A-2

SETTLEMENT LOAN NOTE

Charlotte, North Carolina

November ___, 2004

     For value received, each of XXXXXX CDT INC., XXXXXX INC., BELDEN TECHNOLOGIES, INC., BELDEN WIRE & CABLE COMPANY and CABLE DESIGN TECHNOLOGIES INC. (collectively, the “Borrowers”), jointly and severally, promises to pay to the order of Wachovia Bank, National Association, a national banking association (the “Lender”), for the account of its Lending Office, the principal sum of FIVE MILLION AND NO/100 DOLLARS ($5,000,000), or such lesser amount as shall equal the unpaid principal amount of each Settlement Loan made by the Lender to the Borrowers pursuant to the Credit Agreement referred to below, on the dates and in the amounts provided in the Credit Agreement. The Borrowers promise to pay interest on the unpaid principal amount of this Settlement Loan Note on the dates and at the rate or rates provided for in the Credit Agreement. Interest on any overdue principal of and, to the extent permitted by law, overdue interest on the principal amount hereof shall bear interest at the Default Rate, as provided for in the Credit Agreement. All such payments of principal and interest shall be made in lawful money of the United States in Federal or other immediately available funds at the office of Wachovia Bank, National Association, 000 Xxxxx Xxxxxxx Xxxxxx, XX-0, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000, Attention: Agency Services, or such other address as may be specified from time to time pursuant to the Credit Agreement.

     All Settlement Loans made by the Lender, the interest rates from time to time applicable thereto, and all repayments of the principal thereof shall be recorded by the Lender and, prior to any transfer hereof, endorsed by the Lender on the schedule attached hereto, or on a continuation of such schedule attached to and made a part hereof; provided that the failure of the Lender to make any such recordation or endorsement shall not affect the obligations of the Borrowers hereunder or under the Credit Agreement.

     This Settlement Loan Note is the Settlement Loan Note referred to in the Credit and Security Agreement dated as of October 9, 2003 among Xxxxxx Inc., Belden Technologies, Inc., Belden Communications Company, Belden Wire & Cable Company, the Lenders listed on the signature pages thereof, Wachovia Bank, National Association, as Agent, and U.S. Bank National Association, as Syndication Agent, 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 of even date herewith (as so amended and as the same may be further amended and modified from time to time, the “Credit Agreement”). Terms defined in the Credit Agreement are used herein with the same meanings. Reference is made to the Credit Agreement for provisions for the optional and mandatory prepayment and the repayment hereof and the acceleration of the maturity hereof, as well as the obligation of the

Borrowers to pay all costs of collection, including reasonable attorneys fees, in the event this Settlement Loan Note is collected by law or through an attorney at law.

     The Borrowers hereby waive presentment, demand, protest, notice of demand and nonpayment and any other notice required by law relative hereto, except to the extent as otherwise may be expressly provided for in the Credit Agreement.

     IN WITNESS WHEREOF, the Borrowers have caused this Settlement Loan Note to be duly executed, under seal, by its duly authorized officer as of the day and year first above written.

XXXXXX CDT INC.
 

By:  

Name:  

Title:  

XXXXXX INC.
 

By:  

Name:  

Title:  

BELDEN TECHNOLOGIES, INC.
 

By:  

Name:  

Title:  

BELDEN WIRE & CABLE COMPANY
 

By:  

Name:  

Title:  

CABLE DESIGN TECHNOLOGIES INC.
 

By:  

Name:  

Title:  

2

Settlement Loan Note (cont’d)

Date
Amount of Loan
Amount of Principal Notation
Made By

3

Schedule 4.13
Environmental Matters

CERCLA PRP Sites

     SRS Solvent Recovery Services, Southington, CT

State PRP sites

     Xxx County Solvent Vault, Xxx County, MS

     Former Phalo manufacturing facility, Shrewsbury, MA

     Former Intercole manufacturing facility, City of Lodi (North Plume Area), CA

Belden Property

     Venlo, The Netherlands (groundwater contamination of metals and VOC’s)

Schedule 4.20
Labor Disputes

Legal Entity		Location		Union		Contract Expiration
Belden Wire & Cable Company		Elizabeth, New Jersey		UAW		2/4/05
Xxxxxx (Canada) Inc.		Cobourg, Ontario		USW		11/6/05
Belden UK Limited		Manchester, England		GMB, MSF, AEEU		Annual wage negotiations
Belden Wire & Cable B.V.		Venlo, The Netherlands		FNV, UNIE, VHP		4/1/05
Kabelovna Decin Poldmodly AS		Decin, Czech Republic		TRU		7/31/05
Cekan/CDT A/S		Gjern, Denmark		SID		12/31/05
Raydex/CDT Ltd.		Skelmersdale, United Kingdom		TGWU, AMICUS, APEX/GmB		12/1/05
Raydex/CDT Ltd.		Littleborough, United Kingdom		GmBu, AMICUS, AFEU		11/1/05
Dearborn/CDT		Wheeling, IL		Chemical and Allied Product Workers		6/30/06
Cable Design Technologies, Inc. (Admiral Division)		Wadsworth, OH		XXX		0/00/00
XXX-Xxxxx Xxxxx Eilentroop Verwaltungs GmbH		Xxxxxxxxxxx, Germany		TC		10/1/05
Nordx/CDT Inc.		Pointe Claire, Quebec, Canada		CUC, LSCDEB		6/30/05

Schedule 4.21
Surety Obligations

Legal Entity		Beneficiary		Purpose		Amount
Belden Wire & Cable Company		State of Arkansas		Self-insurance Workers Compensation		$	100,000
Belden Wire & Cable Company		State of Indiana		Self-insurance Workers Compensation		$	500,000
Belden Wire & Cable Company		Commonwealth of Kentucky		Self-insurance Workers Compensation		$	691,582
Belden Wire & Cable Company		South Carolina Workers’ Compensation Commission		Self-insurance Workers Compensation		$	500,000
Belden Wire & Cable Company		State of Vermont		Self-insurance Workers Compensation		$	350,000
Belden Wire & Cable Company		U. S. Customs		Customs Duties		$	100,000
Belden Communications Company		Arizona Workers Compensation		Self-insurance Workers Compensation		$	250,000
Belden Communications Company		Canada		Goods & Services Tax		$	75,000

The above surety bonds are issued by an unaffiliated surety company. The Belden entities listed above have agreed to reimburse the surety if payments are made on the bonds. Thus the Belden entity may not be technically obligated as surety or indemnitor under the bonds.

The Borrowers also, in the ordinary course of business, issue guarantees of the payment or performance obligations of Subsidiaries with respect to contracts entered into by such Subsidiaries in the ordinary course of business, and will likely continue to do so.

Schedule 4.22
Burdensome Restrictions

Private Placement Note Agreements

     The 1997 Note Purchase Agreement places various restrictions on the right and ability of the Borrowers and Subsidiaries to incur Debt. See especially Sections 10.2 and 10.3.

     The 1999 Note Purchase Agreement places various restrictions on the right and ability of the Borrowers and Subsidiaries to incur Debt. See especially Sections 10.2 and 10.3.

SCHEDULE 4.25

Capital Structure

A. U.S. Entities

Jurisdictions

Where

Holder

Qualified

(Unless

to

otherwise

Transact

noted,

Business

the

Other

Nature

Number

Number

Number

holder(s)

Than

Jurisdiction

of

Redeemable

of

of

of

collectively

State

of

Equity

Preferred

Author.

Issued

Treasury

owns

of

(a) Subsidiary

Incorp.

Interests

Stock

Shares

Shares

Shares

100%)

Incorporation

Arizona

Alabama

Common:

Kentucky

Class A

New Jersey

Belden Communications Company

Delaware

Class B

No

1,000

50 Class A

None

Xxxxxx Inc.

Indiana

Belden

Communications

Belden Communications Holding, Inc.

Delaware

Common

No

10,000

100

None

Company

Belden Wire & Cable

Belden Holdings, Inc.

Delaware

Common

No

10,000

100

None

Company

Xxxxxx Inc.

Delaware

Common

Xx

000

000

Xxxx

Xxxxxx CDT Inc.

Belden Insurance Company

Vermont

Common

No

200,000

100,000

None

Xxxxxx Inc.

Belden Wire & Cable

Belden International, Inc.

Delaware

Common

No

10,000

100

None

Company

China — Beijing

Branch

China — Shanghai

Branch

Hong Kong

Branch

Italy

Branch

Malaysia

Branch

Middle East — United Arab

Branch

Puerto Rico

Branch

Singapore

Branch

Venezuela

Branch

Belden Wire & Cable

Belden Technologies, Inc.

Delaware

Common

No

10,000

10,000

None

Company

MO

Belden Wire & Cable Company

Delaware

Common

No

10,000

9,000

None

Xxxxxx Inc.

See Attachment

Preferred

2,000,000

See Attachment

Xxxxxx CDT Inc.

Delaware

Common

No

200,000,000

46,881,691

3,301,850

Public

Cable Design Technologies Inc.

Washington

Common

No

1,000

1,000

None

Xxxxxx CDT Inc.

See Attachment

Jurisdictions

Where

Holder

Qualified

(Unless

to

otherwise

Transact

noted,

Business

the

Other

Nature

Number

Number

Number

holder(s)

Than

Jurisdiction

of

Redeemable

of

of

of

collectively

State

of

Equity

Preferred

Author.

Issued

Treasury

owns

of

(a) Subsidiary

Incorp.

Interests

Stock

Shares

Shares

Shares

100%)

Incorporation

Cable Design

CDT International Holdings Inc.

Delaware

Common

No

1,000

100

-0-

Technologies Inc.

Delaware

CDT International

AW Industries Inc.

Florida

Common

No

1,000

1,000

-0-

Holdings Inc.

Florida

Red Hawk/CDT, Inc.

Delaware

Common

No

1,000

100

-0-

Xxxxxx CDT Inc.

California, Delaware

CDT International

California, Illinois,

Nordx/CDT Corp.

Delaware

Common

No

1,000

100

-0-

Holdings Inc.

Delaware

CDT International

Nordx/CDT — IP Corp.

Delaware

Common

No

1,000

100

-0-

Holdings Inc.

Delaware

CDT International

Tennecast/CDT, Inc.

Ohio

Common

No

100

100

-0-

Holdings Inc.

Ohio

CDT International

X-Xxxx/CDT Inc.

Pennsylvania

Common

No

100,000

100

-0-

Holdings Inc.

Pennsylvania

CDT International

California, Illinois,

Dearborn/CDT Corp.

Delaware

Common

No

1,000

100

-0-

Holdings Inc.

Delaware

CDT International

California,

Thermax/CDT, Inc.

Delaware

Common

No

1,000

000

-0-

Xxxxxxxx Inc.

Delaware

190 Corporation, Inc.

Illinois

Common

No

1,000

100

-0-

Dearborn/CDT Corp.

2

Schedule 4.25
Capital Structure

     B. Non-U.S. Entities

						Holder (Unless otherwise
		Jurisdiction of		Number of		noted, the holder(s)
Subsidiary		Incorporation		Treasury Shares		collectively owns 100%)
Belden Australia Pty Ltd.		Australia		None		Belden Wire & Cable Company
Belden (Bermuda) Finance Ltd.		Inactive		None		Belden Wire & Cable Company
						Belden Wire & Cable Company,
Belden Brasil Commercial LTDA		Brazil		None		Belden International, Inc.
Belden (Canada) Xxxxx Limited						Belden Communications Holding,
Partnership		Alberta, Canada		None		Inc. Belden Technologies, Inc.
Xxxxxx (Canada) Inc.		Ontario, Canada		None		Belden Wire & Cable Company
Belden Deutschland GmbH		Germany		None		Belden Europe B.V.
Xxxxxx-Xxxxxxx GmbH in
Liquidation		Austria		None		Belden — Xxxx Xxxxx Kft.
						Belden Europe B.V.
Xxxxxx-Xxxx Xxxxx Kft.		Hungary		None		Belden Wire & Cable B.V.
		German Limited				Belden Deutschland GmbH
Belden-EIW GmbH & Co. KG		Partnership		None		Belden Electronics GmbH
						Belden Wire & Cable Company
Belden Electronics Argentina S.A.		Argentina		None		Belden International, Inc.
Belden Electronics GmbH		Germany		None		Belden Europe B.V.
						Belden International, Inc.
Belden Electronics S.a.r.l.		France		None		Belden Wire & Cable Company
Belden Electronics, S.A. de C.V.		Mexico		None		Belden Wire & Cable Company
Belden Europe B.V.		The Netherlands		None		Belden International Holdings B.V.
Belden Europe B.V. & Xxxxxx Wire		German Civil Code				Belden Europe B.V.
& Cable B.V. Finance GbR		Partnership		None		Belden Wire & Cable B.V.
Belden Foreign Sales Corporation		Barbados		None		Belden Wire & Cable Company
Belden International Holdings
B.V. (Netherlands)		The Netherlands		None		Belden Holdings, Inc.
Belden Netherlands B.V.		The Netherlands		None		Belden Europe B.V.
Belden Superannuation Pty Ltd.		Australia		None		Belden Wire & Cable Company
Belden (UK) Xxxxx Limited						Belden Wire & Cable Company
Partnership		United Kingdom		None		Belden Communications Holding, Inc.
Belden UK Limited		England		None		Belden Wire & Cable Company
Belden Wire & Cable B.V.		The Netherlands		None		Belden Europe B.V.
Nordx/CDT Inc.		Canada		None		CDT International Holdings Inc.
Boselan		United Kingdom		None		CDT International Holdings Inc.
						CDT International Holdings Inc.
Noslo Ltd.		United Kingdom		None		(88.4%), Nordx CDT Inc. (11.6%)
Wire Group International Ltd.		United Kingdom		None		Noslo Ltd.
Raydex/CDT Ltd.		United Kingdom		None		Noslo Ltd.
Nordx Ltd.		United Kingdom		None		Noslo Ltd.

3

						Holder (Unless otherwise
		Jurisdiction of		Number of		noted, the holder(s)
Subsidiary		Incorporation		Treasury Shares		collectively owns 100%)
Anglo American Ltd.		United Kingdom		None		Noslo Ltd.
CDT Asia Pacific				None		CDT International Holdings Inc.
CDTCO Ltd.		Bermuda		None		CDT International Holdings Inc.
Nordx/CDT Do Brazil Ltda.		Brazil		None		CDT International Holdings Inc.
Nordx/CDT Asia Limited		Hong Kong		None		CDT International Holdings Inc.
Nordx/CDT Australia Pty. Ltd.		Australia		None		CDT International Holdings Inc.
Cekan/CDT A/S		Denmark		None		Noslo Ltd.
Cable Design Technologies
(Deutschland) GmbH		Germany		None		Noslo Ltd.
						Cable Design Technologies
CDT Italia s.r.l.		Italy		None		(Deutschland) GmbH
HEW-Xxxxx Xxxxx Eilentropp						Cable Design Technologies
Verwaltungs — GmbH		Germany		None		(Deutschland) GmbH (80%)
						HEW-Xxxxx Xxxxx Eilentropp
HEW Standinavistea AB		Sweden		None		Verwaltungs — GmbH
CDT (CZ) Sro		Czech Republic		None		Noslo Ltd.
CDT/Nordic Holding AB		Sweden		None		Noslo Ltd.
CDT/Nordic AB		Sweden		None		CDT/Nordic Holding AB
Kabelovna Decin Poldmodly As		Czech Republic		None		CDT/Nordic Holding AB (95%)
NEK Sweden		Sweden		None		Noslo Ltd.

C. Affiliates - None

4

Schedule 4.25 Attachment
Belden Wire & Cable Company
Jurisdictions in Which Qualified
To Do Business

Alabama
Arizona
Arkansas
California
Colorado
Florida
Georgia
Illinois
Indiana
Kentucky
Louisiana
Massachusetts
Michigan
Minnesota
Missouri
New Mexico
New Jersey
North Carolina
North Dakota
Ohio
Pennsylvania
South Carolina
Texas
Vermont
Washington

5

Schedule 4.25 Attachment
Cable Design Technologies Inc.
Jurisdictions in Which Qualified
To Do Business

Colorado
Connecticut
Florida
Georgia
Maryland
Massachusetts
Michigan
New Jersey
New York
North Carolina
Ohio
Pennsylvania
Tennessee
Texas

6

Schedule 4.25 Attachment
Xxxxxx CDT Inc. Rights Plan

Under the Xxxxxx CDT Inc. rights plan, each registered holder of Xxxxxx CDT common stock will be entitled to purchase one one-thousandth of a share of Junior Participating Preferred Stock Series A at a price of $150.00 per one one-thousandth of a share, subject to adjustments, in the event of certain change of control events.

7

Schedule 4.26
Certain CDT Group Information

(b)

Jurisdiction of

Location of

(c) Name

Incorporation

Type of Organization

FEIN #

Organizational #

Executive Office

Xxxxxx CDT Inc.

Delaware

Corporation

00-0000000

2161073

St. Louis, MO

Cable Design

Technologies Inc.

Washington

Corporation

00-0000000

601-124-888

St. Louis

CDT International

Holdings Inc.

Delaware

Corporation

00-0000000

2347113

St. Louis

Red Hawk/CDT, Inc.

Delaware

Corporation

00-0000000

2946262

Milpitas, CA

Nordx/CDT Corp.

Delaware

Corporation

00-0000000

2581378

Auburn, MA

X-Xxxx/CDT Inc.

Pennsylvania

Corporation

00-0000000

3-1-67.36288

Washington, PA

Dearborn/CDT, Inc.

Delaware

Corporation

00-0000000

2693691

Wheeling, IL

Thermax/CDT, Inc.

Delaware

Corporation

00-0000000

2693699

Wallingford, CT

Schedule 5.01(c)

Xxxxxx CDT Inc.
Monthly Financial Information
Balance Sheet

United States

Non United States

Operations

Operations

Total

Cash & cash equivalents

Receivables (net)

Inventories (net)

Income taxes receivable

Deferred income taxes

Other current assets

Subtotal

Property, plant & equipment (net)

Goodwill & other intangibles (net)

Other long-lived assets

Total assets

Accounts payable & accrued liabilities

Income taxes payable

Subtotal

Long-term debt

OPEB

Deferred income taxes

Other long-term liabilities

Preferred stock

Common stock

Additional paid-in capital

Retained earnings

Accumulated OCI

Unearned deferred compensation

Treasury stock

Subtotal

Total liabilities & equity

Xxxxxx CDT Inc.
Monthly Financial Information
Income Statement

United States

Non United States

Operations

Operations

Total

Revenues

Cost of sales

Gross Profit

SG&A

Operating earnings

2

Xxxxxx CDT Inc.
Monthy Financial Information
Cash Flows

United States

Non United States

Operations

Operations

Total

Operating earnings

Depreciation & amortization

Change in

Receivables

Inventories

Payables & liabilities

Capital expenditures

Cash flow contribution

3

Schedule 5.20
Intercompany Debt, other Debt

No existing intercompany Debt other than arising in connection with an Investment permitted by SECTION 5.16(iv).

Other Debt:

Debt arising under the Senior Note Purchase Agreement

Other debt of the CDT Group entities in an aggregate principal amount at any time outstanding not exceeding $5 million in the aggregate