UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): January 24, 2006
Belden CDT Inc.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
Delaware 001-12561 36-3601505
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
7701 Forsyth Boulevard, Suite 800
St. Louis, Missouri 63105
(Address of Principal Executive Offices, including Zip Code)
(314) 854-8000
(Registrant's telephone number, including area code)
n/a
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if this Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
Item 1.02 Termination of a Material Definitive Agreement.
Item 9.01 Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
10.1 Credit Agreement
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On January 24, 2006, a Credit Agreement ("Credit Agreement") was entered
into among Belden CDT Inc. (the Registrant), as Borrower, Belden Wire & Cable
Company, Belden CDT Networking, Inc., Nordx/CDT Corp., Thermax/CDT, Inc., Belden
Holdings, Inc., Belden Technologies, Inc., Belden Inc. and CDT International
Holdings Inc., as Guarantors, the Lenders party thereto, and Wachovia Bank,
National Association, as Administrative Agent. The Credit Agreement allows for
revolving loans, swingline loans and letters of credit in an aggregate principal
amount of up to $165 million (subject to increase up to $200 million at
Borrower's request, upon certain conditions). The Credit Agreement includes
numerous representations and warranties, conditions precedent, affirmative
covenants, negative covenants and events of default. The affirmative covenants
include a maximum total leverage ratio and a minimum fixed charge coverage
ratio. The indebtedness under the Credit Agreement is secured by security
interests in all personal property (with limited exceptions) of the Borrower and
the Guarantors. The maturity date of the Credit Agreement is January 24, 2011.
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
On January 24, 2006, in connection with entering into the new Credit
Agreement referenced in Item 1.01 above, the parties terminated the Credit and
Security Agreement dated as of October 9, 2003, as amended ("2003 Credit
Agreement") among Belden CDT Inc. (the Registrant), Belden Inc., Belden
Technologies, Inc., Belden Wire & Cable Company, and Belden CDT Networking, Inc.
(formerly known as Cable Design Technologies Inc.), as Borrowers, the Lenders
party thereto, and Wachovia Bank, National Association, as Agent. The 2003
Credit Agreement had allowed for revolving loans and letters of credit in an
aggregate principal amount, subject to a borrowing base (comprised of a portion
of accounts receivable and inventory), of up to $75 million. The 2003 Credit
Agreement included numerous representations and warranties, covenants,
conditions and defaults. The indebtedness under the 2003 Credit Agreement was
secured by security interests in all personal property (with limited exceptions)
of the Borrowers and the guarantors (material U.S. subsidiaries). The 2003
Credit Agreement would have terminated on June 30, 2006 had the parties not
terminated it earlier. No borrowings were outstanding under the 2003 Credit
Agreement, only certain letters of credit, which were transferred to the new
Credit Agreement referenced in Item 1.01 above. There were no penalties incurred
in connection with the early termination.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
10.1 Credit Agreement dated as of January 24, 2006 among Belden CDT Inc.,
as Borrower, Belden Wire & Cable Company, Belden CDT Networking, Inc., Nordx/CDT
Corp., Thermax/CDT, Inc., Belden Holdings, Inc., Belden Technologies, Inc.,
Belden Inc. and CDT International Holdings Inc., as Guarantors, the Lenders
party thereto, and Wachovia Bank, National Association, as Administrative Agent.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BELDEN CDT INC.
Date: January 27, 2006 By: /s/ Kevin L. Bloomfield
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Kevin L. Bloomfield
Vice President, Secretary
and General Counsel
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