Item 1.01. Entry into a Material Definitive Agreement.

On December 29, 2022, Belden Inc., a Delaware corporation (the "Company"), certain of its U.S. and non-U.S. subsidiaries, the Lenders (as defined below) and Administrative Agent (as defined below), entered into Amendment No. 1 to Second Amended and Restated Credit Agreement (the "Amendment"), which amends the Second Amended and Restated Credit Agreement (the "Second Amended and Restated Credit Agreement") by and among the Company, as the U.S. borrower, certain non-U.S. subsidiaries of the Company located in Canada, Germany, the United Kingdom and the Netherlands, as foreign borrowers, certain other U.S. and non-U.S. subsidiaries of the Company party thereto as guarantors, JPMorgan Chase Bank, N.A., as administrative agent (the "Administrative Agent"), and a syndicate of lenders (the "Lenders").

Prior to the effectiveness of the Amendment, the Second Amended and Restated Credit Agreement included the London Interbank Offered Rate ("LIBOR") as one of the interest rate benchmark options for U.S. dollar borrowings. However, on March 5, 2021, the Financial Conduct Authority, the regulatory supervisor of LIBOR's administrator, announced in a public statement that the publication of one-week and two-month LIBOR maturities would cease immediately on December 31, 2021; and that the remaining maturities (including 1-month, 3-month, 6-month and 12- month) would cease on or before June 30, 2023. The aforementioned 1-month, 3-month, and 6-month U.S. dollar LIBOR maturities were each available to the borrowers under the Second Amended and Restated Credit Agreement prior to the effectiveness of the Amendment.

Considering the announced discontinuation of LIBOR, a determination was made by the Administrative Agent and the Company to amend the Second Amended and Restated Credit Agreement to replace LIBOR with a new prevailing benchmark interest rate known as Term SOFR. "Term SOFR" is the forward-looking, per annum secured overnight financing rate administered by CME Group Benchmark Administration Limited for each of 1-month, 3-month and 6-month maturities. As a result of this determination, the Company and the Administrative Agent have executed the Amendment to adopt Term SOFR as the new benchmark interest rate to replace LIBOR for U.S. dollar borrowings.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Amendment which is filed as Exhibit 10.1 hereto. The representations and warranties contained in the Amendment were made only for purposes of that agreement and as of specific dates; were solely for the benefit of the parties to the Amendment; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations and warranties or any description thereof as characterizations of the actual state of facts or condition of the Company. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Amendment, which subsequent information may or may not be fully reflected in public disclosures by the Company.

Item 9.01. Financial Statements and Exhibits.



 d) Exhibits

  Exhibit 10.1       Amendment No. 1 to Second Amended & Restated Credit Agreement

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