BELDEN INC
FIFTH AMENDMENT TO CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>5
<FILENAME>c73730exv10w3.txt
<DESCRIPTION>FIFTH AMENDMENT TO CREDIT AGREEMENT
<TEXT>
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                                                                    EXHIBIT 10.3

                       FIFTH AMENDMENT TO CREDIT AGREEMENT

                  THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is
made effective as of the 20th day of December, 2002, 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"), U.S.
BANK, N.A., as Documentation Agent (the "Documentation Agent"), and WACHOVIA
BANK, NATIONAL ASSOCIATION, 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 (as amended, 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 this Section 2.

                  SECTION 2.1. Amendments to Definitions. Section 1.01 of the
Credit Agreement is hereby amended by amending and restating the definition of
"Interest Coverage Ratio" and "Leverage Ratio" and adding the definition of
"Consolidated EBITDA" to read as follows:

                  "Consolidated EBITDA" for any period means the sum of (i)
         Consolidated Net Income for such period, (ii) Consolidated Interest
         Expense for such period, (iii) provision for taxes based on income for
         such period, (iv) Depreciation for such period and (v) amortization of
         intangible assets of the Borrower and its Consolidated Subsidiaries for
         such period; provided that (a) in calculating

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         Consolidated Net Income for purposes of this definition, there shall be
         excluded (i) non-recurring charges for the Borrower in connection with
         the Borrower's European and United States restructuring in the Fiscal
         Quarters ending March 30, 2002 and June 30, 2002, in an amount not to
         exceed $3,010,000 in the aggregate, (ii) non-cash non-recurring charges
         of the Borrower in connection with asset write-downs taken in the
         Fiscal Quarter ending December 31, 2002, and (iii) extraordinary or
         other non-operating gains and losses, (b) any Consolidated Subsidiary
         acquired during such period by the Borrower or any other Consolidated
         Subsidiary shall be included on a pro forma, historical basis as if it
         had been a Consolidated Subsidiary during such entire period, and (c)
         any amounts which would be included in a determination of Consolidated
         EBITDA for such period with respect to assets acquired during such
         period by the Borrower or any Consolidated Subsidiary shall be included
         in the determination of Consolidated EBITDA for such period and the
         amount thereof shall be calculated on a pro forma, historical basis as
         if such assets had been acquired by the Borrower or such Consolidated
         Subsidiary prior to the first day of such period.

                  "Interest Coverage Ratio" means, for any period, the ratio of
         Consolidated EBITDA to Consolidated Interest Expense.

                  "Leverage Ratio" means, for any period, the ratio of
         Consolidated Debt to Consolidated EBITDA.

                  SECTION 2.2. Amendment to Section 2.06. Section 2.06 of the
Credit Agreement is hereby amended by deleting the table contained in clause
(a)(ii) thereof and inserting in place of such table an amended and restated
table to read in its entirety as follows:

<TABLE>
<S>                             <C>              <C>              <C>              <C>               <C>
------------------------------------------------------------------------------------------------------------------
  LEVERAGE RATIO                < 1.5 to 1.0     > 1.5 to 1.0     > 2.0 to 1.0     > 2.5 to 1.0      > 3.0 to 1.0
  --------------                                 -                -                -                 -
                                                      and              and              and
                                                 < 2.0 to 1.0     < 2.5 to 1.0     < 3.0 to 1.0
------------------------------------------------------------------------------------------------------------------
  APPLICABLE MARGIN                0.600%           0.825%           0.925%           1.075%            1.250%
  -----------------
------------------------------------------------------------------------------------------------------------------
</TABLE>


                  SECTION 2.3. Amendment to Section 2.07. Section 2.07 of the
Credit Agreement is hereby amended by deleting the table contained in clause
(a)(ii) thereof and inserting in place of such table an amended and restated
table to read in its entirety as follows:

<TABLE>
<S>                             <C>              <C>              <C>              <C>               <C>
------------------------------------------------------------------------------------------------------------------
  LEVERAGE RATIO                < 1.5 to 1.0     > 1.5 to 1.0     > 2.0 to 1.0     > 2.5 to 1.0      > 3.0 to 1.0
  --------------                                 -                -                -                 -
                                                      and              and              and
                                                 < 2.0 to 1.0     < 2.5 to 1.0     < 3.0 to 1.0
------------------------------------------------------------------------------------------------------------------
  FACILITY FEE                     0.150%           0.175%           0.200%           0.300%            0.500%
  ------------
------------------------------------------------------------------------------------------------------------------
</TABLE>



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                  SECTION 2.4. Amendment to Section 6.05. Section 6.05 of the
Credit Agreement is hereby amended and restated to read in its entirety as
follows:

                  SECTION 6.05 RESTRICTED PAYMENTS. The Borrower will not
         declare or make any Restricted Payment (other than any Permitted
         Restricted Payment) after December 31, 2000, if the aggregate amount of
         such Restricted Payments would exceed 50% of cumulative Consolidated
         Net Income for all fiscal periods beginning January 1, 2001; provided
         that after giving effect to the payment of any such Restricted
         Payments, no Default shall be in existence or be created thereby. For
         purposes of this Section 6.05 only, the calculation of cumulative
         Consolidated Net Income shall exclude non-cash non-recurring charges of
         the Borrower in connection with asset write-downs taken in the Fiscal
         Quarter ending December 31, 2002.

                  SECTION 2.5. Amendment to Section 6.10. Section 6.10 of the
Credit Agreement is hereby amended and restated to read in its entirety as
follows:

                  SECTION 6.10 MINIMUM INTEREST COVERAGE. The Interest Coverage
         Ratio at the end of each Fiscal Quarter for the period of 4 consecutive
         Fiscal Quarters then ended will not be equal to or less than 3.0 to
         1.0.

                  SECTION 2.6. Amendment to Section 6.11. Section 6.11 of the
Credit Agreement is hereby amended and restated to read in its entirety as
follows:

                  SECTION 6.11 LEVERAGE RATIO. The Leverage Ratio at the end of
         each Fiscal Quarter (a) for the period of 4 consecutive Fiscal Quarters
         ending on December 31, 2002 and March 31, 2003, will not be equal to or
         greater than 3.25 to 1.0 and (b) for any period of 4 consecutive Fiscal
         Quarters ending on or after June 30, 2003, will not be equal to or
         greater than 3.0 to 1.0.

         SECTION 3. Amendments to Commitments. The parties hereto agree that the
aggregate amount of the Commitments shall be permanently reduced to $100,000,000
pursuant to Section 2.08 of the Credit Agreement. Each Lender's Commitment,
reduced as applicable, is set forth opposite the name of such Lender on the
signature page hereof.

         SECTION 4. 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 the Required Lenders and each of
the other parties hereto of a duly executed counterpart of this Amendment;



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                  (b) the fact that the representations and warranties of the
Borrower contained in Section 6 of this Amendment shall be true on and as of the
date hereof; and

                  (c) receipt by the Agent from the Borrower for the ratable
account of the Lenders executing this Amendment of fees in an amount equal to
0.05% times the aggregate amount of the Commitments after the effectiveness of
this Amendment.

         SECTION 5. 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 hereby amended, the Credit Agreement, as hereby amended, being hereby
ratified and affirmed. The Borrower hereby expressly agrees that the Credit
Agreement, as hereby amended, is in full force and effect.

         SECTION 6. Representations and Warranties. The Borrower hereby
represents and warrants to each of the Lenders as follows:

                  (a) No Default 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 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 its terms, provided that such enforceability is subject to
general principles of equity and to bankruptcy, insolvency and similar laws
affecting the enforcement of creditors' rights generally.

                  (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 (unless any such contravention or conflict would not reasonably be
expected to have a Material Adverse Effect) 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.



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         SECTION 7. 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.

         SECTION 8. Governing Law. This Amendment shall be construed in
accordance with and governed by the laws of the State of Georgia.


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                  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: __________________________________(SEAL)
                                    Name: _____________________________________
                                    Title: ____________________________________





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Commitment:                         WACHOVIA BANK, NATIONAL  ASSOCIATION,
                                     as Administrative  Agent and as a Lender
$21,333,334

                                    By: __________________________________(SEAL)
                                    Name: _____________________________________
                                    Title: ____________________________________







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Commitment:                         SUNTRUST BANK, as Syndication Agent and as a
                                    Lender
$18,333,333

                                    By: __________________________________(SEAL)
                                    Name: _____________________________________
                                    Title: ____________________________________






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Commitment:                         U.S. BANK, N.A., as Documentation Agent and
                                    as  a Lender
$18,333,333

                                    By: __________________________________(SEAL)
                                    Name: _____________________________________
                                    Title: ____________________________________





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Commitment:                         ING BARINGS, as a Lender

$15,333,333

                                    By: __________________________________(SEAL)
                                    Name: _____________________________________
                                    Title: ____________________________________








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Commitment:                         COMERICA BANK, as a Lender

$10,000,000

                                    By: __________________________________(SEAL)
                                    Name: _____________________________________
                                    Title: ____________________________________




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Commitment:                         THE NORTHERN TRUST COMPANY, as a
                                    Lender
$10,000,000

                                    By: __________________________________(SEAL)
                                    Name: _____________________________________
                                    Title: ____________________________________




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Commitment:                         MIZUHO CORPORATE BANK, as a Lender

$6,666,667

                                    By: __________________________________(SEAL)
                                    Name: _____________________________________
                                    Title: ____________________________________





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Consented and agreed to by:


BELDEN COMMUNICATIONS COMPANY



By: __________________________________(SEAL)
Name: _____________________________________
Title: ____________________________________




BELDEN WIRE & CABLE COMPANY

By: __________________________________(SEAL)
Name: _____________________________________
Title: ____________________________________


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