BELDEN INC
FIRST AMENDMENT TO CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.26
<SEQUENCE>7
<FILENAME>c66898ex10-26.txt
<DESCRIPTION>FIRST AMENDMENT TO CREDIT AGREEMENT
<TEXT>
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                                  EXHIBIT 10.26

                       FIRST AMENDMENT TO CREDIT AGREEMENT

         THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is made as
of the 31st day of October, 2001, by and among BELDEN INC., a Delaware
corporation (the "Borrower"), the LENDERS listed on the signature pages hereof,
SUNTRUST BANK, as Syndication Agent (the "Syndication Agent"), FIRSTAR BANK,
N.A., as Documentation Agent (the "Documentation Agent"), and WACHOVIA BANK,
N.A., as Administrative Agent (the "Agent").

                                R E C I T A L S:
                                ---------------

         The Borrower, the Syndication Agent, the Documentation Agent, the Agent
and the Lenders have entered into a certain Credit Agreement dated as of June
21, 2001 (the "Credit Agreement"). Capitalized terms used in this Amendment
which are not otherwise defined in this Amendment shall have the respective
meanings assigned to them in the Credit Agreement.

         The Borrower has requested the Agent and the Lenders to amend the
Credit Agreement as more fully set forth herein. The Lenders, the Agent and the
Borrower desire to amend the Credit Agreement upon the terms and conditions
hereinafter set forth.

         NOW, THEREFORE, in consideration of the Recitals and the mutual
promises contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Borrower, the
Agent and the Lenders, intending to be legally bound hereby, agree as follows:

         SECTION 1. Recitals. The Recitals are incorporated herein by reference
and shall be deemed to be a part of this Amendment.

         SECTION 2. Amendments. The Credit Agreement is hereby amended as set
forth in Section 2.

         SECTION 2.1. Section 1.01 of the Credit Agreement is hereby amended (a)
by deleting in its entirety the definition of "Purchase Money Note" and (b) by
amending and restating in their entirety the respective definitions of
"Purchased Receivables," "Receivables Securitization Program," "Significant
Domestic Subsidiary," and "Significant Foreign Subsidiary" to read as follows:

               "Purchased Receivables" means Receivables which are purchased,
         contributed or in which an interest therein is otherwise transferred
         pursuant to the Receivables Program Documents, for a purchase price
         determined pursuant thereto or in return for an increase in the
         investment in the Receivables Subsidiary, in the case of Contributed
         Receivables.

               "Receivables Securitization Program" means any transaction or

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         series of transactions that may be entered into by the Borrower and its
         Subsidiaries pursuant to which the Borrower and/or its Subsidiaries may
         sell, convey or otherwise transfer to the Receivables Subsidiary and
         (in the case of a transfer by the Receivables Subsidiary) any other
         Person, or may grant a security interest in, any Receivables Program
         Assets (whether now existing or arising in the future); provided that:

                    (A) no portion of the indebtedness or any other obligations
               (contingent or otherwise) of a Receivables Subsidiary or Special
               Purpose Vehicle (i) is Guaranteed by the Borrower or its
               Subsidiaries (other than the Receivables Subsidiary and excluding
               Guarantees of obligations pursuant to Standard Securitization
               Undertakings), (ii) is recourse to or obligates the Borrower or
               its Subsidiaries (other than the Receivables Subsidiary) for
               payment other than pursuant to Standard Securitization
               Undertakings or (iii) subjects any property or asset of the
               Borrower or its Subsidiaries (other than the Receivables
               Subsidiary), directly or indirectly, contingently or otherwise,
               to the satisfaction of obligations incurred in such transactions,
               other than pursuant to Standard Securitization Undertakings;

                    (B) the Borrower and its Subsidiaries (other than the
               Receivables Subsidiary) do not have any obligation to maintain or
               preserve the financial condition of a Receivables Subsidiary or a
               Special Purpose Vehicle or cause such entity to achieve certain
               levels of operating results; and

                    (C) the net purchase price payable to the Borrower or any
               Subsidiary (other than the Receivables Subsidiary) by the
               Receivables Subsidiary with respect to Purchased Receivables
               thereunder (net of all reserves, discounts, fees and charges) is
               not less than 75% of the face amount of the Purchased
               Receivables.

               "Significant Foreign Subsidiary" means at any time any Foreign
         Subsidiary (other than a Receivables Subsidiary) whose (i) Net Income
         for the Fiscal Quarter most recently ended exceeds 5% of Consolidated
         Net Income for such Fiscal Quarter or (ii) total assets at such time
         exceed 5% of Consolidated Total Assets at such time. The Significant
         Foreign Subsidiaries of the Borrower as of the Closing Date are listed
         on Schedule 1.01B hereto.

         SECTION 2.2. Section 4.08 of the Credit Agreement is hereby amended
and restated in its entirety to read as follows:

               SECTION 4.08. Subsidiaries. Each of the Borrower's Subsidiaries
         is a corporation, limited partnership, limited liability company or
         other similar entity duly organized, validly existing and in good
         standing under the laws of its jurisdiction of organization. Except
         where the failure to be so qualified could not

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         reasonably be expected to have a Material Adverse Effect, each such
         Subsidiary is duly qualified to transact business in every jurisdiction
         where, by the nature of its business, such qualification is necessary.
         Except where the failure to have such could not reasonably be expected
         to have a Material Adverse Effect, each such Subsidiary has all powers
         and all governmental licenses, authorizations, consents and approvals
         required to carry on its business as now conducted. As of the Closing
         Date, the Borrower has no Subsidiaries except for those Subsidiaries
         listed on Schedule 4.08, which accurately sets forth each such
         Subsidiary's complete name and jurisdiction of incorporation. Those
         Subsidiaries listed on Schedule 1.01A hereto are all of the Significant
         Domestic Subsidiaries of the Borrower as of the Closing Date. Those
         Subsidiaries listed on Schedule 1.01B hereto are all of the Significant
         Foreign Subsidiaries of the Borrower as of the Closing Date.

         SECTION 2.3. Section 6.06 of the Credit Agreement is hereby amended
and restated in its entirety to read as follows:

               SECTION 6.06. Investments. Neither the Borrower nor any of its
         Subsidiaries shall make Investments in any Person except (i) loans or
         advances to employees not exceeding $3,000,000 in aggregate principal
         amount outstanding at any time, in each case made in the ordinary
         course of business and consistent with practices existing on December
         31, 2000; (ii) deposits required by government agencies or public
         utilities, (iii) Investments in direct obligations of the United States
         Government maturing within one year, (iv) Investments in certificates
         of deposit issued by a commercial lender whose long-term certificates
         of deposit are rated at least AA or the equivalent thereof by S&P or Aa
         or the equivalent thereof by Moody's, (v) Investments in commercial
         paper rated A1 or the equivalent thereof by S&P or P1 or the equivalent
         thereof by Moody's and in either case maturing within 6 months after
         the date of acquisition, (vi) Investments in tender bonds the payment
         of the principal of and interest on which is fully supported by a
         letter of credit issued by a United States bank whose long-term
         certificates of deposit are rated at least AA or the equivalent thereof
         by S&P and Aa or the equivalent thereof by Moody's, (vii) Acquisitions
         permitted by Section 6.07, (viii) Investments by the Borrower in a
         Subsidiary and Investments by a Subsidiary in the Borrower or any other
         Subsidiary; (ix) Investments in a Receivables Subsidiary; and (x) other
         Investments which do not at any time exceed an aggregate amount
         outstanding equal to 5% of Consolidated Tangible Net Worth; provided,
         however, that immediately after giving effect to the making of any
         Investment, no Default shall have occurred and be continuing.

         SECTION 2.4. Section 6.09 of the Credit Agreement is hereby amended
and restated in its entirety to read as follows:

               SECTION 6.09. Certain Restrictions on Borrower and Subsidiaries.
         The Borrower shall not, nor shall it permit any Subsidiary (other than
         a Receivables Subsidiary) to, directly or indirectly, create or
         otherwise cause


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         or suffer to exist or become effective any encumbrance or restriction
         on the ability of (a) any such Subsidiary to (i) pay any dividends or
         make any other distributions on its Capital Stock or any other interest
         or (ii) make or repay any loans or advances made by the Borrower or any
         other Subsidiary to such Subsidiary or (b) the Borrower or any such
         Subsidiary to create a Lien on any of the Capital Stock of any
         Significant First Tier Foreign Subsidiary (other than, in the case of
         this clause (b), any restriction contained in the Note Purchase
         Agreements).

         SECTION 2.5. Section 10.05(a) of the Credit Agreement is hereby
amended and restated in its entirety to read as follows:

               (a) The Borrower hereby grants to the Administrative Agent and
         each Lender and to Wachovia as to the Swing Loan Note, a lien for all
         indebtedness and obligations owing to them from the Borrower upon all
         deposits or deposit accounts, of any kind, or any interest in any
         deposits or deposit accounts thereof, now or hereafter pledged,
         mortgaged, transferred or assigned to the Administrative Agent or any
         such Lender or otherwise in the possession or control of the
         Administrative Agent or any such Lender for any purpose for the account
         or benefit of the Borrower and including any balance of any deposit
         account or of any credit of the Borrower with the Administrative Agent
         or any such Lender, whether now existing or hereafter established
         hereby authorizing the Administrative Agent and each Lender at any time
         or times that an Event of Default has occurred and is continuing, with
         or without prior notice, to apply such balances or any part thereof to
         such of the indebtedness and obligations owing by the Borrower to the
         Lenders and/or the Administrative Agent then past due and in such
         amounts as they may elect, and whether or not the collateral, if any,
         or the responsibility of other Persons primarily, secondarily or
         otherwise liable may be deemed adequate; provided that, notwithstanding
         anything to the contrary contained in this Section, neither the
         Administrative Agent nor any Lender shall have a lien on, right of
         set-off against or interest in any proceeds or collections of Purchased
         Receivables, whether on deposit in any account held by the
         Administrative Agent or any Lender or otherwise coming into the
         possession of the Administrative Agent or any Lender. For the purposes
         of this paragraph, and subject to the immediately preceding proviso,
         all remittances and property shall be deemed to be in the possession of
         the Administrative Agent or any such Lender as soon as the same may be
         put in transit to it by mail or carrier or by other bailee.

         SECTION 3. Conditions to Effectiveness. The effectiveness of this
Amendment and the obligations of the Lenders hereunder are subject to the
following conditions, unless the Required Lenders waive such conditions:

               (a) receipt by the Agent from each of the parties hereto of a
         duly executed counterpart of this Amendment signed by such party;

               (b) the fact that the representations and warranties of the
         Borrower contained in Section 5 of this Amendment shall be true on and
         as of the date hereof.


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         SECTION 4. No Other Amendment. Except for the amendment set forth
above, the text of the Credit Agreement shall remain unchanged and in full force
and effect. This Amendment is not intended to effect, nor shall it be construed
as, a novation. The Credit Agreement and this Amendment shall be construed
together as a single agreement. Nothing herein contained shall waive, annul,
vary or affect any provision, condition, covenant or agreement contained in the
Credit Agreement, except as herein amended, nor affect nor impair any rights,
powers or remedies under the Credit Agreement as hereby amended. The Lenders and
the Agent do hereby reserve all of their rights and remedies against all parties
who may be or may hereafter become secondarily liable for the repayment of the
Notes. The Borrower promises and agrees to perform all of the requirements,
conditions, agreements and obligations under the terms of the Credit Agreement,
as heretofore and hereby amended, the Credit Agreement, as amended, being hereby
ratified and affirmed. The Borrower hereby expressly agrees that the Credit
Agreement, as amended, is in full force and effect.

         SECTION 5. Representations and Warranties. The Borrower hereby
represents and warrants to each of the Lenders as follows:

         (a) No Default or Event of Default, nor any act, event, condition or
circumstance which with the passage of time or the giving of notice, or both,
would constitute an Event of Default, under the Credit Agreement or any other
Loan Document has occurred and is continuing unwaived by the Lenders on the date
hereof.

         (b) The Borrower has the power and authority to enter into this
Amendment and to do all acts and things as are required or contemplated
hereunder, or thereunder, to be done, observed and performed by it.

         (c) This Amendment has been duly authorized, validly executed and
delivered by one or more authorized officers of the Borrower and constitutes
legal, valid and binding obligations of the Borrower enforceable against it in
accordance with their terms, provided that such enforceability is subject to
general principles of equity.

         (d) The execution and delivery of this Amendment and the Borrower's
performance hereunder do not and will not require the consent or approval of any
regulatory authority or governmental authority or agency having jurisdiction
over the Borrower, nor be in contravention of or in conflict with the articles
of incorporation or bylaws of the Borrower, or the provision of any statute, or
any judgment, order or indenture, instrument, agreement or undertaking, to which
the Borrower is party or by which the Borrower's assets or properties are or may
become bound.

         SECTION 6. Counterparts. This Amendment may be executed in multiple
counterparts, each of which shall be deemed to be an original and all of which,
taken together, shall constitute one and the same agreement.


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         SECTION 7. Governing Law. This Amendment shall be construed in
accordance with and governed by the laws of the State of Georgia.

         IN WITNESS WHEREOF, the parties hereto have executed and delivered, or
have caused their respective duly authorized officers or representatives to
execute and deliver, this Amendment as of the day and year first above written.


                                 BORROWER:

                                 BELDEN INC.


                                 By:  /s/ Stephen H. Johnson            (SEAL)
                                      ------------------------------------
                                 Name: Stephen H. Johnson
                                       -----------------------------------
                                 Title: Treasurer
                                        ----------------------------------



                [Remainder of this page intentionally left blank]


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                                 WACHOVIA BANK, N.A., as Administrative
                                 agent and as a Lender


                                 By:  /s/ A. B. Deskins                 (SEAL)
                                      ------------------------------------
                                 Name: Andrew B. Deskins
                                 Title: Senior Vice President





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                                 SUNTRUST BANK, as Syndication Agent and as
                                 a Lender



                                 By:      /s/ Linda L. Dash             (SEAL)
                                        ----------------------------------
                                 Name:    Linda L. Dash
                                        ----------------------------------
                                 Title:   Vice President
                                        ----------------------------------



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                                 U. S. BANK National Association (formerly
                                 known as FIRSTAR BANK, N.A.), as Documentation
                                 Agent and as a Lender



                                 By:      /s/ Eric Hartman              (SEAL)
                                          --------------------------------
                                 Name:    Eric Hartman
                                          --------------------------------
                                 Title:   Vice President
                                          --------------------------------


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                                 ING BARINGS

                                 By:     /s/  H. F. M. M. van der Keuvel (SEAL)
                                 Name:   Drs. M. M. van der Keuvel
                                 Title:  Senior Account Manager

                                 By:
                                 Name:   Drs. E. H. J. de Groot
                                 Title:  Relationship Manager




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                                 COMERICA BANK, as a Lender



                                 By:                                    (SEAL)
                                      ------------------------------------
                                 Name:
                                      ------------------------------------
                                 Title:
                                       -----------------------------------


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                                 THE NORTHERN TRUST COMPANY, as a Lender



                                 By:      /s/ Fredric McClendon         (SEAL)
                                          --------------------------------
                                 Name:    Fredric McClendon
                                          --------------------------------
                                 Title:   Vice President
                                          --------------------------------

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                                 THE INDUSTRIAL BANK OF JAPAN, LIMITED,
                                 as a Lender



                                 By:    /s/ Walter R. Wolff             (SEAL)
                                        ----------------------------------
                                 Name:  Walter R. Wolff
                                 Title: Joint General Manager and Group Head




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