Amendment #1 to Amended and Restated Credit Agreement

THIS AMENDMENT NO. 1 (this “Amendment”) is made as of November 2, 2017 by and among Belden Inc., a Delaware corporation (the “Company”), the Foreign Borrowers party hereto (collectively with the Company, the “Borrowers”), the Loan Guarantors party hereto (collectively with the Borrowers, the “Loan Parties”), the financial institutions listed on the signature pages hereof and JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), under that certain Amended and Restated Credit Agreement dated as of May 16, 2017 by and among the Company, the Foreign Borrowers and other Loan Parties from time to time party thereto, the Lenders from time to time party thereto and the Administrative Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.

WHEREAS, the Borrowers have requested that the Required Lenders and the Administrative Agent agree to certain amendments to the Credit Agreement;

WHEREAS, the Borrowers, the Lenders party hereto and the Administrative Agent have so agreed on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrowers, the Lenders party hereto and the Administrative Agent hereby agree to enter into this Amendment.

1.Amendments to the Credit Agreement. Effective as of the date of satisfaction of the conditions precedent set forth in Section 2 below, the parties hereto agree that the Credit Agreement is hereby amended as follows:

(a)    Section 1.01 of the Credit Agreement is hereby amended to add the following new defined term thereto in the appropriate alphabetical location:

(b)    Section 1.01 of the Credit Agreement is hereby amended to restate the definition of “Issuing Bank Sublimit” in its entirety to read as follows:

(c)    Section 2.06(b) of the Credit Agreement is hereby amended to restate the third sentence thereof in its entirety to read as follows:

“A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrowers shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) subject to Sections 1.06 and 2.11(b), the U.S. Dollar Amount of the LC Exposure shall not exceed $75,000,000 and (ii) the Revolving Exposure Limitations shall be satisfied.”    

2.    Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent that:

(a)    the Administrative Agent shall have received counterparts of this Amendment duly executed by the Loan Parties, the Required Lenders and the Administrative Agent; and

(b)    the Administrative Agent shall have received payment and/or reimbursement of the Administrative Agent’s and its affiliates’ reasonable out-of-pocket expenses (including, to the extent invoiced, reasonable out-of-pocket fees and expenses of joint counsels for the Administrative Agent) in connection with this Amendment.

3.    Representations and Warranties of the Loan Parties. Each Loan Party hereby represents and warrants as follows:

(a)    The execution, delivery and performance of this Amendment and the Credit Agreement, as amended hereby, are within such Loan Party’s organizational powers and have been duly authorized by all necessary organizational actions and, if required, actions by equity holders. This Amendment has been duly executed and delivered by such Loan Party and this Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of such Loan Party and are enforceable against such Loan Party in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law, and requirements of reasonableness, good faith and fair dealing.

(b)    The execution, delivery and performance of this Amendment and the Credit Agreement, as amended hereby, (i) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except in each case as have been obtained or made and that are in full force and effect and except for filings required to perfect the Liens created pursuant to the Loan Documents, (ii) will not violate any Requirement of Law applicable to such Loan Party and its Restricted Subsidiaries, (iii) will not violate in any material respect or result in a default under any material indenture, material agreement or other material instrument binding upon such Loan Party or any of its Restricted Subsidiaries or its assets, or give rise to a right thereunder to require any material payment to be made by such Loan Party or any of its Restricted Subsidiaries, and (iv) will not result in the creation or imposition of any Lien on any asset of such Loan Party or any of its Restricted Subsidiaries, other than Liens created under the Loan Documents, except, in the case of clauses (i) and (ii) above, where such breach or the failure to take such action could not reasonably be expected to result in a Material Adverse Effect.

(c)    As of the date hereof and after giving effect to the terms of this Amendment, (i) no Default or Event of Default has occurred that is continuing and (ii) the representations and warranties of (or made with respect to) such Loan Party set forth in the Credit Agreement, as amended hereby, are true and correct in all material respects on and as of the date hereof (except to the extent that any such representation and warranty is stated to relate to a specific earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date).

4.    Reference to and Effect on the Credit Agreement.

(a)    Upon the effectiveness hereof, each reference to the Credit Agreement in the Credit Agreement or any other Loan Document shall mean and be a reference to the Credit Agreement as amended hereby. This Amendment is a Loan Document and shall (unless expressly indicated herein or therein) be construed, administered, and applied, in accordance with all of the terms and provisions of the Credit Agreement.

(b)    Each Loan Party (i) agrees that this Amendment and the transactions contemplated hereby shall not limit or diminish the obligations of any Loan Party arising under or pursuant to the Credit Agreement and the other Loan Documents to which it is a party, (ii) reaffirms its obligations under the Credit Agreement and each and every other Loan Document to which it is a party (including, without limitation, each applicable Collateral Document), (iii) reaffirms all Liens on the Collateral which have been granted by it in favor of the Administrative Agent (for itself and the other Secured Parties) pursuant to any of the Loan Documents, and (iv) acknowledges and agrees that, except as specifically modified above, the Credit Agreement and all other Loan Documents executed and/or delivered by it in connection therewith shall remain in full force and effect and are hereby ratified and confirmed. Except with respect to the subject matter hereof, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders, nor constitute a waiver of any provision of the Credit Agreement, the Loan Documents or any other documents, instruments and agreements executed and/or delivered in connection therewith.

5.    Governing Law. This Amendment shall be construed in accordance with and governed by the laws of the State of New York.

6.    Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

7.    Counterparts. This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Signatures delivered by facsimile or PDF shall have the same force and effect as manual signatures delivered in person.

IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above written.

PPC BROADBAND, INC.

By: /s/ Brian Anderson

Name: Brian Anderson

Title: Secretary

VIA HOLDINGS I, INC.

By:     /s/ Brian Anderson        

Name: Brian Anderson

Title: Secretary

VIA HOLDINGS II, INC.

By:     /s/ Brian Anderson        

Name: Brian Anderson

Title: Secretary

TRIPWIRE, INC.

By:     /s/ Brian Anderson        

Name: Brian Anderson

Title: Secretary

BELDEN CANADA FINANCE 1 ULC

By:     /s/ Brian Anderson        

Name: Brian Anderson

Title: Secretary

BELDEN CANADA FINANCE 2 ULC

By:     /s/ Brian Anderson        

Name: Brian Anderson

Title: Secretary

GRASS VALLEY CANADA (f/k/a Miranda Technologies Partnership), by its partner GRASS VALLEY CANADA PARTNER ULC

By:     /s/ Brian Anderson        

Name: Brian Anderson

GRASS VALLEY CANADA PARTNER ULC (f/k/a Miranda Technologies Partner ULC)

By:     /s/ Brian Anderson        

Name: Brian Anderson

By:     /s/ Brian Anderson        

Name: Brian Anderson

By:     /s/ Brian Anderson        

Name: Brian Anderson

By:     /s/ Brian Anderson        

Name: Henk Derksen

By:     /s/ John de Kok            

Name: John de Kok

By:     /s/ Brian Anderson        

Name: Brian Anderson