S-4

As filed with the Securities and Exchange Commission on August 28, 2007

Registration No. 333-       

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

BELDEN INC.

SUBSIDIARY GUARANTORS LISTED ON SCHEDULE A HERETO

(Exact name of registrant as specified in charter)

Delaware	3357	36-3601505
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

7701 Forsyth Boulevard

Suite 800

St. Louis, Missouri 63105

(314) 854-8000

(Address, including zip code, and telephone number, including area code, of

registrants’ principal executive offices)

Kevin L. Bloomfield, Esq.

Vice President, Secretary and General Counsel

Belden Inc.

7701 Forsyth Boulevard

Suite 800

St. Louis, Missouri 63105

(314) 854-8000

(Name, address, including zip code, and telephone number, including area code,

of agent for service of process)

With a copy to:

Andrew E. Nagel, Esq.

Kirkland & Ellis LLP

153 E. 53rd Street

New York, New York 10022

(212) 446-4800

Approximate date of commencement of proposed sale of the securities to the public:  As soon as practicable after this registration statement becomes effective.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  o

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

CALCULATION OF REGISTRATION FEE

	Amount	Proposed Maximum	Proposed Maximum
Title of Each Class of	to be	Offering Price	Aggregate	Amount of
Securities to be Registered	Registered	Per Note	Offering Price(1)	Registration Fee
7% Senior Subordinated Notes due 2017	$350,000,000	100%	$350,000,000	$10,745.00
Guarantees of 7% Senior Subordinated Notes due 2017	$350,000,000	—	—	(2)

(1)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(f) under the Securities Act of 1933, as amended.
(2)	Pursuant to Rule 457(n), no additional registration fee is payable with respect to the guarantees.

The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

SCHEDULE A

	State of
Exact Name of Subsidiary Guarantor	Incorporation or		I.R.S. Employer
as Specified in its Charter*	Organization	Principal Executive Offices	Identification Number
Belden 1993 Inc.	Delaware	7701 Forsyth Boulevard Suite 800 St. Louis, Missouri 63105 (314) 854-8000	76-0412617
Belden Holdings, Inc.	Delaware	7701 Forsyth Boulevard Suite 800 St. Louis, Missouri 63105 (314) 854-8000	43-1713458
Belden Technologies, Inc.	Delaware	7701 Forsyth Boulevard Suite 800 St. Louis, Missouri 63105 (314) 854-8000	43-1868546
Belden Wire & Cable Company	Delaware	2200 U.S. Highway 27 South Richmond, Indiana 47374 (765) 983-5200	76-0405879
CDT International Holdings Inc.	Delaware	c/o CDT Asia Pacific Pte. Ltd. 7 Amoy Street, #03-02 Far East Square, Canada House Singapore 049949	25-1715671
Nordx/CDT Corp.	Delaware	7701 Forsyth Boulevard Suite 800 St. Louis, Missouri 63105 (314) 854-8000	25-1780564
Thermax/CDT, Inc.	Delaware	10 Alexander Drive Wallingford, Connecticut 06490 (203) 284-9610	23-2891819
Belden CDT Networking, Inc.	Washington	7701 Forsyth Boulevard Suite 800 St. Louis, Missouri 63105 (314) 854-8000	91-1351700

*  The name, address, including zip code, and telephone number, including area code, of agent for service of process is Kevin L. Bloomfield, Esq., Vice President, Secretary and General Counsel of Belden Inc., 7701 Forsyth Boulevard, Suite 800, St. Louis, Missouri 63105, telephone (314) 854-8000. The primary standard industrial classification code number for each of the subsidiary guarantors is 3357.

The information in this prospectus is not complete and may be changed. We may not complete the exchange offer and issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED AUGUST 28, 2007

PROSPECTUS

$350,000,000

BELDEN INC.

EXCHANGE OFFER FOR 7% SENIOR SUBORDINATED NOTES DUE 2017

We hereby offer, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal (which together constitute the “exchange offer”), to exchange up to $350,000,000 aggregate principal amount of our 7% Senior Subordinated Notes due 2017, and the guarantees thereof, which have been registered under the Securities Act of 1933, as amended, which we refer to as the exchange notes, for an equal aggregate principal amount of our currently outstanding 7% Senior Subordinated Notes due 2017, and the guarantees thereof, that were issued on March 16, 2007, which we refer to as the old notes. We refer to the old notes and the exchange notes collectively as the notes.

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON          , 2007, UNLESS EXTENDED.

The material terms of the exchange offer are summarized below and are more fully described in this prospectus.

Material Terms of the Exchange Offer

•  The terms of the exchange notes are substantially identical to those of the old notes except that the exchange notes are registered under the Securities Act of 1933, as amended, and the transfer restrictions, registration rights and rights to additional interest applicable to the old notes do not apply to the exchange notes.

•  We will exchange all old notes that are validly tendered and not withdrawn prior to the expiration of the exchange offer.

•  You may withdraw tenders of old notes at any time prior to the expiration of the exchange offer.

•  We will not receive any proceeds from the exchange offer.

•  The exchange of notes should not be a taxable event for U.S. federal income tax purposes.

•  There is no public market for the exchange notes. We have not applied, and do not intend to apply, for listing of the exchange notes on any national securities exchange or automated quotation system.

See “Risk Factors” beginning on page 8 of this prospectus for a discussion of certain risks that you should consider carefully before participating in the exchange offer.

Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. This prospectus, as amended or supplemented, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for old notes that were acquired by such broker-dealer as a result of market-making or other trading activities. We have agreed that for a period of 180 days after the expiration of the exchange offer, we will make this prospectus available to any broker-dealer for use in connection with any such resales. See “Plan of Distribution.”

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is          , 2007

We have not authorized anyone to give you any information or to make any representations about us or the exchange offer other than those contained in this prospectus. If you are given any information or representations about these matters that is not discussed in this prospectus, you must not rely on that information. This prospectus is not an offer to sell or a solicitation of an offer to buy securities anywhere or to anyone where or to whom we are not permitted to offer or sell securities under applicable law. The delivery of this prospectus does not, under any circumstances, mean that there has not been a change in our affairs since the date of this prospectus. Subject to our obligation to amend or supplement this prospectus as required by law and the rules of the Securities and Exchange Commission, the information contained in this prospectus is correct only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of these securities.

TABLE OF CONTENTS

	Page
Where You Can Find More Information		ii
Incorporation of Certain Information by Reference		ii
Cautionary Note Regarding Forward-Looking Statements		iii
Summary		1
Risk Factors		8
The Exchange Offer		14
Description of the Exchange Notes		21
Material United States Federal Income Tax Consequences		63
Plan Of Distribution		64
Use Of Proceeds		65
Legal Matters		66
Experts		66
Index to Financial Statements		F-1

This prospectus incorporates important business and financial information about us that is not included in or delivered with this document. This information is available to you at no cost, upon your request. You can request this information by writing or telephoning us at the following address: Investor Relations, Belden Inc., 7701 Forsyth Boulevard, Suite 800, St. Louis, Missouri 63105, telephone number (314) 854-8000, email info@belden.com.

In order to obtain timely delivery, you must request information no later than          , 2007, which is five business days before the scheduled expiration of the exchange offer.

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WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have also filed with the SEC a registration statement on Form S-4, which you can access on the SEC’s Internet site at http://www.sec.gov, to register the exchange notes. This prospectus, which forms part of the registration statement, does not contain all of the information included in that registration statement. For further information about us and the exchange notes offered in this prospectus, you should refer to the registration statement and its exhibits. You may read and copy any materials we file with the SEC at the Public Reference Room of the SEC at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for more information about the operation of the Public Reference Room. The SEC also maintains an Internet site at http://www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. You may also obtain certain of these documents on our Internet site at http://www.belden.com. Our web site and the information contained on that site, or connected to that site, are not incorporated into and are not a part of this prospectus.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

This prospectus incorporates by reference important business and financial information about our company that is not included in or delivered with this document. The information incorporated by reference is considered to be part of this prospectus, and later information that we file with the SEC will automatically update and supersede this information. Any statement contained in this prospectus or in any document incorporated or deemed to be incorporated by reference into this prospectus that is modified or superseded by subsequently filed materials shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus. We incorporate by reference the documents set forth below that we have previously filed with the SEC, including all exhibits thereto, and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act from now until the termination of the exchange offer:

•  Annual Report on Form 10-K for the year ended December 31, 2006;

•  Quarterly Report on Form 10-Q for the quarter ended March 25, 2007;

•  Quarterly Report on Form 10-Q for the quarter ended June 24, 2007;

•  Definitive Proxy Statement filed on April 11, 2007; and

•  Current Reports on Form 8-K filed on January 30, 2007, February 2, 2007, February 8, 2007 (with respect to the earliest event reported occurring on February 2, 2007), February 9, 2007, February 22, 2007, February 28, 2007, March 19, 2007, April 2, 2007, April 24, 2007, May 29, 2007, May 30, 2007, June 14, 2007 and July 26, 2007 (with respect to the earliest event reported occurring on July 23, 2007).

You can obtain any of the documents incorporated by reference into this prospectus from the SEC’s web site at the address described above. You may also request a copy of these filings, at no cost, by writing or telephoning to the address and telephone set forth below. We will provide, without charge, upon written or oral request, copies of any or all of the documents incorporated by reference into this prospectus (excluding exhibits to such documents unless such exhibits are specifically incorporated by reference therein). You should direct requests for documents to:

Belden Inc.

7701 Forsyth Boulevard

Suite 800

St. Louis, Missouri 63105

Attention: Investor Relations

Telephone: (314) 854-8000

Email: info@belden.com

In order to obtain timely delivery of any copies of filings requested, please write or call us no later than          , 2007, which is five business days before the expiration date of the exchange offer.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Exchange Act. These statements may be identified by the use of forward-looking terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “should” or “will” or the negative thereof or other variations thereon or comparable terminology. In particular, statements about our expectations, beliefs, plans, objectives, assumptions or future events or performance contained in this prospectus under the headings “Summary” and “Risk Factors” and in our 2006 Annual Report on Form 10-K under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” are forward-looking statements.

We have based these forward-looking statements on our current expectations, assumptions, estimates and projections. While we believe these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. These and other important factors, including those discussed in this prospectus under the headings “Summary” and “Risk Factors” and in our 2006 Annual Report on Form 10-K under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” could cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Some of the key factors that could cause actual results to differ from our expectations include:

•  changes in the level of economic activity in North America and Europe;

•  changes in the price and availability of raw materials;

•  competition;

•  ability to maintain relationships with our distributors;

•  fluctuations in effective income tax rate;

•  ability to achieve planned cost savings;

•  ability to comply with environmental and other laws and regulations;

•  asset impairments;

•  changes in accounting rules;

•  fluctuations in currency exchange rates;

•  political and economic uncertainties in the foreign countries in which we do business;

•  ability to introduce and develop new products;

•  funding of defined benefit pension plans;

•  ability to maintain good relationships with our employees;

•  ability to protect our intellectual property and defend against claims of third parties that we have violated their intellectual property rights;

•  incurrence of cash and non-cash charges in connection with plant closures;

•  ability to retain senior management and key employees;

•  ability to find suitable acquisition partners;

•  ability to effectively manage the commercial integration of connectivity;

•  downgrades in our credit ratings; and

•  other risks and uncertainties described from time to time in our periodic filings with the SEC.

Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included in this prospectus are made only as of the date hereof. We do not undertake and expressly disclaim any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

iii

SUMMARY

The following summary is qualified in its entirety by the more detailed information included elsewhere or incorporated by reference in this prospectus. Because this is a summary, it may not contain all of the information that may be important to you. You should read the entire prospectus carefully, paying particular attention to the matters discussed under the caption “Risk Factors” and our consolidated financial statements and accompanying notes, as well as the information incorporated by reference, request from us all additional public information you wish to review relating to us and complete your own examination of us and the terms of the exchange offer and the exchange notes before making an investment decision. Unless otherwise indicated, “Belden,” “we,” “us,” and “our” refer to Belden Inc. and its consolidated subsidiaries. Prior to May 24, 2007, Belden Inc. was known as Belden CDT Inc.

Our Company

Belden designs, manufactures and markets signal transmission products for data networking and a wide range of specialty electronics markets. We focus on segments of the worldwide cable and connectivity market that require highly differentiated, high-performance products. We add value through design, engineering, excellence in manufacturing, product quality, and customer service.

We were incorporated in Delaware in 1988. Our common stock is listed on the New York Stock Exchange under the symbol “BDC”. Our principal executive offices are located at 7701 Forsyth Boulevard, Suite 800, St. Louis, Missouri 63105, and our telephone number is (314) 854-8000. Additional information about us may be found on our web site at http://www.belden.com. The contents of our web site are not part of this prospectus.

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The Exchange Offer

The following is a brief summary of certain material terms of the exchange offer. For a more complete description of the terms of the exchange offer, see “The Exchange Offer” in this prospectus.

Background	On March 16, 2007, we issued $350,000,000 aggregate principal amount of our 7% Senior Subordinated Notes due 2017, or the old notes, to Wachovia Capital Markets, LLC and UBS Securities LLC, as the initial purchasers, in a transaction exempt from the registration requirements of the Securities Act. The initial purchasers then sold the old notes to qualified institutional buyers in reliance on Rule 144A and to persons outside the United States in reliance on Regulation S under the Securities Act. Because the old notes have been sold in reliance on exemptions from registration, the old notes are subject to transfer restrictions. In connection with the issuance of the old notes, we entered into a registration rights agreement with the initial purchasers pursuant to which we agreed, among other things, to deliver to you this prospectus and to complete an exchange offer for the old notes.
The Exchange Offer	We are offering to exchange up to $350,000,000 aggregate principal amount of our 7% Senior Subordinated Notes due 2017, or the exchange notes, for an equal aggregate principal amount of old notes. The terms of the exchange notes are identical in all material respects to the terms of the old notes, except that the exchange notes have been registered under the Securities Act and do not contain transfer restrictions, registration rights or additional interest provisions. You should read the discussion set forth under ‘‘Description of the Exchange Notes” for further information regarding the exchange notes. In order to be exchanged, an old note must be properly tendered and accepted. All old notes that are validly tendered and not withdrawn will be exchanged. We will issue and deliver the exchange notes promptly after the expiration of the exchange offer.
Resale of Exchange Notes	Based on interpretations by the SEC’s Staff, as detailed in a series of no-action letters issued to third parties unrelated to us, we believe that the exchange notes issued in the exchange offer may be offered for resale, resold or otherwise transferred by you without compliance with the registration and prospectus delivery requirements of the Securities Act as long as:
	• you, or the person or entity receiving the exchange notes, acquires the exchange notes in the ordinary course of business;
	• neither you nor any such person or entity receiving the exchange notes is engaging in or intends to engage in a distribution of the exchange notes within the meaning of the federal securities laws;
	• neither you nor any such person or entity receiving the exchange notes has an arrangement or understanding with any person or entity to participate in any distribution of the exchange notes; and
	• neither you nor any such person or entity receiving the exchange notes is an “affiliate” of Belden Inc., as that term is defined in Rule 405 under the Securities Act.

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	We have not submitted a no-action letter to the SEC and there can be no assurance that the SEC would make a similar determination with respect to this exchange offer. If you do not meet the conditions described above, you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with the resale of the exchange notes. If you fail to comply with these requirements you may incur liabilities under the Securities Act, and we will not indemnify you for such liabilities.
	Each broker-dealer that is issued exchange notes in the exchange offer for its own account in exchange for old notes acquired by such broker-dealer as a result of market-making or other trading activities must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the exchange notes issued in the exchange offer. See “Plan of Distribution.”
Expiration Date	5:00 p.m., New York City time, on       , 2007, unless, in our sole discretion, we extend or terminate the exchange offer.
Withdrawal Rights	You may withdraw tendered old notes at any time prior to 5:00 p.m., New York City time, on the expiration date. See “The Exchange Offer—Terms of the Exchange Offer.”
Conditions to the Exchange Offer	The exchange offer is subject to certain customary conditions, including our determination that the exchange offer does not violate any law, statute, rule, regulation or interpretation by the Staff of the SEC or any regulatory authority or other foreign, federal, state or local government agency or court of competent jurisdiction, some of which may be waived by us. See “The Exchange Offer—Conditions to the Exchange Offer.”
Procedures for Tendering Old Notes	You may tender your old notes by instructing your broker or bank where you keep the old notes to tender them for you. In some cases, you may be asked to submit the blue-colored letter of transmittal that may accompany this prospectus. By tendering your old notes, you will represent to us, among other things, (1) that you are, or the person or entity receiving the exchange notes, is acquiring the exchange notes in the ordinary course of business, (2) that neither you nor any such other person or entity has any arrangement or understanding with any person to participate in the distribution of the exchange notes within the meaning of the Securities Act and (3) that neither you nor any such other person or entity is our affiliate within the meaning of Rule 405 under the Securities Act. Your old notes will be tendered in integral multiples of $1,000. Exchange notes will be issued in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof.
	A timely confirmation of book-entry transfer of your old notes into the exchange agent’s account at The Depository Trust Company, or DTC, according to the procedures described in this prospectus under “The Exchange Offer,” must be received by the exchange agent before 5:00 p.m., New York City time, on the expiration date.
Consequences of Failure to Exchange	Any old notes not accepted for exchange for any reason will be credited to an account maintained at DTC promptly after the

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	expiration or termination of the exchange offer. Old notes that are not tendered, or that are tendered but not accepted, will be subject to their existing transfer restrictions. We will have no further obligation, except under limited circumstances, to provide for registration under the Securities Act of the old notes. The liquidity of the old notes could be adversely affected by the exchange offer. See “Risk Factors—Risks Related to Retention of the Old Notes—If you do not exchange your old notes, your old notes will continue to be subject to the existing transfer restrictions and you may be unable to sell your old notes.”
Taxation	The exchange of old notes for exchange notes by tendering holders should not be a taxable event for U.S. federal income tax purposes. For more details, see “Material United States Federal Income Tax Consequences.”
Use of Proceeds	We will not receive any proceeds from the issuance of the exchange notes in the exchange offer. For more details, see “Use of Proceeds.”
Exchange Agent	U.S. Bank National Association is serving as the exchange agent in connection with the exchange offer. The address, telephone number and facsimile number of the exchange agent are listed under “The Exchange Offer—Exchange Agent.”

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Terms of the Exchange Notes

The following is a brief summary of certain material terms of the exchange notes. For more complete information about the exchange notes, see “Description of the Exchange Notes” in this prospectus.

Issuer	Belden Inc. (formerly known as Belden CDT Inc.)
Securities Offered	$350,000,000 aggregate principal amount of 7% Senior Subordinated Notes due 2017.
Maturity Date	March 15, 2017.
Interest	Interest on the exchange notes will accrue at a rate of 7% per annum, payable semi-annually on March 15 and September 15 of each year, commencing September 15, 2007.
Guarantees	The exchange notes will be guaranteed on a senior subordinated basis by our current and future subsidiaries that guarantee our senior secured credit facility.
Ranking	The exchange notes and guarantees will be unsecured senior subordinated obligations of us and the guarantors and will rank senior to our convertible subordinated debentures and all future junior subordinated indebtedness of us and the guarantors. The exchange notes and guarantees will rank equal in right of payment with all future senior subordinated debt of us and the guarantors, and will be subordinated to all of our and the guarantors’ existing and future senior debt, including borrowings under our senior secured credit facility. As of June 24, 2007, we and the guarantors had no senior debt outstanding and $225.0 million of available borrowing capacity under our senior secured credit facility (subject to $7.2 million in outstanding letters of credit). In addition, our senior secured credit facility provides for an uncommitted incremental facility in the amount of $125.0 million. As of June 24, 2007, our non-guarantor subsidiaries had approximately $361.6 million of indebtedness and other liabilities that ranked structurally senior to the exchange notes. The indenture governing the exchange notes will allow us to incur additional debt, including senior secured debt.
Optional Redemption	Beginning on March 15, 2012, we may redeem some or all of the exchange notes at the redemption prices set forth under “Description of the Exchange Notes—Optional Redemption” plus accrued and unpaid interest on the exchange notes to the date of redemption. In addition, prior to March 15, 2012, we may redeem some or all of the exchange notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, plus the “make-whole” premium set forth in this prospectus. At any time prior to March 15, 2010, we may redeem up to 35% of the exchange notes at a redemption price of 107%, plus accrued and unpaid interest, if any, to the date of redemption, with the proceeds of certain sales of our equity securities. We may make that redemption only if, after the redemption, at least 65% of the aggregate principal amount of the exchange notes remains outstanding and the redemption occurs within 90 days of the closing of the equity offering. See “Description of the Exchange Notes—Optional Redemption.”

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Change of Control	Upon the occurrence of certain changes of control, we must offer to repurchase the exchange notes at 101% of their aggregate principal amount, plus accrued and unpaid interest to the date of repurchase.
Restrictive Covenants	The indenture governing the exchange notes will contain certain covenants limiting our ability and the ability of our restricted subsidiaries to, under certain circumstances:
	• incur additional debt;
	• pay dividends or make other distributions on, redeem or repurchase, capital stock, or make investments or other restricted payments;
	• enter into transactions with affiliates;
	• engage in sale and leaseback transactions;
	• dispose of assets or issue stock of restricted subsidiaries;
	• create liens on assets; or
	• effect a consolidation or merger or sell all, or substantially all, of our assets.
	These covenants are subject to a number of important limitations, exceptions and qualifications as described in this prospectus under “Description of the Exchange Notes—Certain Covenants.” At any time that the exchange notes are rated investment grade, and subject to certain conditions, certain covenants will be suspended with respect to the exchange notes. See “Description of the Exchange Notes—Certain Covenants.”
DTC Eligibility	The exchange notes will be issued in book-entry form and will be represented by a permanent global security deposited with a custodian for and registered in the name of the nominee of DTC in New York, New York. Beneficial interests in the global security will be shown on, and transfers will be effected only through, records maintained by DTC and its direct and indirect participants and any such interests may not be exchanged for certificated securities, except in limited circumstances. See “Description of the Exchange Notes—Book-Entry Delivery and Form.”
Absence of a Public Market	The exchange notes are new securities for which there currently is no market. An active trading market for the exchange notes may not develop or be sustained.
Governing Law	The exchange notes and the indenture will be governed by, and construed in accordance with, the laws of the State of New York.
Risk Factors	See “Risk Factors” and the other information included or incorporated by reference in this prospectus for a discussion of factors you should consider carefully before deciding to invest in the exchange notes.

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Ratio of Earnings to Fixed Charges

The following table sets forth the ratio of earnings to fixed charges for Belden and its subsidiaries on a consolidated basis for each of the periods indicated. We calculated the ratio of earnings to fixed charges by dividing earnings by total fixed charges. Earnings consist of income from continuing operations before income taxes and fixed charges. Fixed charges include (i) interest expense, whether expensed or capitalized, (ii) amortization of debt issuance cost and (iii) the portion of rental expense representative of the interest factor.

Six Months Ended
June 24,	Twelve Months Ended December 31,
2007	2006	2005	2004	2003	2002
6.2x	7.3x	4.0x	2.4x	1.7x	1.0x

Recent Developments

On August 16, 2007, we announced a $100 million share repurchase program. Under the program, repurchases may occur in the open market or in privately negotiated transactions, at times and prices considered appropriate. We retain the right to terminate this program at any time.

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RISK FACTORS

Investing in the exchange notes involves risks. You should carefully consider the following risks in addition to the risks described under “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2006, filed with the SEC on March 1, 2007 and incorporated by reference into this prospectus. You should also consider the other information contained in this prospectus and the documents incorporated by reference into this prospectus before exchanging your old notes for the exchange notes. See “Incorporation of Certain Information by Reference.” The risks described below and in these other documents are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial could also impair our business, operating results or financial condition. In such a case, you could lose all or a part of your original investment.

Risks Related to the Exchange Notes

Our substantial indebtedness could adversely affect our financial health and prevent us from fulfilling our obligations under the exchange notes.

We have a significant amount of indebtedness. As of June 24, 2007, we had total indebtedness of $460.0 million and an additional $225.0 million of revolving availability under our senior secured credit facility, subject to $7.2 million of outstanding letters of credit. In addition, our senior secured credit facility provides an uncommitted incremental facility in the amount of $125.0 million and requires us, in certain circumstances to maintain a level of liquidity.

Our substantial indebtedness could have important consequences to you. For example, it could:

•  make it more difficult for us to satisfy our obligations with respect to the exchange notes;

•  increase our vulnerability to adverse economic and industry conditions;

•  require us to dedicate a substantial portion of our cash flows from operations to payments on our indebtedness, thereby reducing the availability of our cash flows to fund acquisitions, working capital, capital expenditures, research and development efforts and other general corporate purposes;

•  limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

•  place us at a competitive disadvantage compared to our competitors that have less debt;

•  limit our ability to borrow additional funds; and

•  limit our ability to make future acquisitions.

In addition, our senior secured credit facility, the indenture governing the exchange notes and, to a lesser extent, the indenture governing our 4.00% Convertible Subordinated Debentures due 2023, or convertible subordinated debentures, contain restrictive (and, in the case of the senior secured credit facility, financial) covenants that limit our ability to engage in activities that may be in our best interests. Our failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of all of our debts.

Despite current indebtedness levels, we and our subsidiaries may still be able to incur substantially more debt. This could further exacerbate the risks associated with our substantial leverage.

We and our subsidiaries may be able to incur substantial additional indebtedness in the future. The terms of the indenture governing the exchange notes, the indenture governing our convertible subordinated debentures and our senior secured credit facility do not fully prohibit us or our subsidiaries from doing so. As of June 24, 2007, we had an additional $225.0 million of revolving availability under our senior secured credit facility, subject to $7.2 million of outstanding letters of credit. In addition, our senior secured credit facility provides an uncommitted incremental facility in the amount of $125.0 million. Any borrowings under our

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senior secured credit facility will be senior to the exchange notes. If new debt is added to our and our subsidiaries’ current debt levels, the related risks that we and they now face could intensify.

To service our indebtedness, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control.

Our ability to make payments on and to refinance our indebtedness, including the exchange notes, and to fund capital expenditures, acquisitions and research and development efforts will depend on our ability to generate cash. This, to a certain extent, is subject to economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

Based on our current level of operations, we believe our cash flow from operations, available cash and available borrowings under our senior secured credit facility will be adequate to meet our current liquidity needs.

We cannot assure you, however, that our business will generate sufficient cash flows from operations, that anticipated cost savings and operating improvements will be realized on schedule or that future borrowings will be available to us under our senior secured credit facility or that we can obtain alternative financing proceeds in an amount sufficient to enable us to pay our indebtedness, including the exchange notes, or to fund our other liquidity needs. We may need to refinance all or a portion of our indebtedness, including the exchange notes, on or before maturity. We cannot assure you that we will be able to refinance any of our indebtedness, including our senior secured credit facility or the exchange notes, on commercially reasonable terms or at all.

Your right to receive payments on the exchange notes and the guarantees will be junior to the rights of lenders under our senior secured credit facility and to all of our and the guarantors’ other senior indebtedness, including any of our or the guarantors’ future senior debt.

The exchange notes and the guarantees rank in right of payment behind all of our and the guarantors’ existing and future senior indebtedness, including borrowings under our senior secured credit facility, and will rank junior in right of payment behind all of our and the guarantors’ future borrowings, except any future indebtedness that expressly provides that it ranks equally or is junior in right of payment to the exchange notes and the guarantees. See “Description of the Exchange Notes.” As of June 24, 2007, we had $225.0 million of revolving availability under our senior secured credit facility, subject to $7.2 million of outstanding letters of credit. In addition, our senior secured credit facility also provides an uncommitted incremental facility in the amount of $125.0 million. As of June 24, 2007, we did not have any senior indebtedness outstanding, but we have the ability to incur substantial additional indebtedness, including senior indebtedness, in the future. If we were to borrow under the senior secured credit facility, the exchange notes and the guarantees would be contractually subordinated to the amount of such borrowing.

We and the guarantors may not pay principal, premium, if any, interest or other amounts on account of the exchange notes or the guarantees in the event of a payment default or certain other defaults in respect of certain of our senior indebtedness, including debt under the senior secured credit facility, unless the senior indebtedness has been paid in full or the default has been cured or waived. In addition, in the event of certain other defaults with respect to the senior indebtedness, we or the guarantors may not be permitted to pay any amount on account of the exchange notes or the guarantees for a designated period of time. See “Description of the Exchange Notes—Subordination.” Because of the subordination provisions in the exchange notes and the guarantees, in the event of a bankruptcy, liquidation, reorganization or similar proceeding relating to us or a guarantor, our or the guarantor’s assets will not be available to pay obligations under the exchange notes or the applicable guarantee until we have, or the guarantor has, made all payments in cash on its senior indebtedness. Sufficient assets may not remain after all these payments have been made to make any payments on the exchange notes or the applicable guarantee, including payments of principal or interest when due. In addition, in the event of a bankruptcy, liquidation or reorganization or similar proceeding relating to us or the guarantors, holders of the exchange notes will participate with trade creditors and all other holders of our and the guarantors’ senior subordinated indebtedness, as the case may be, in the assets remaining after we and the

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guarantors have paid all of the senior indebtedness. However, because the indenture requires that amounts otherwise payable to holders of the exchange notes in a bankruptcy or similar proceeding be paid to holders of senior indebtedness instead, holders of the exchange notes may receive less, ratably, than holders of trade payables or other unsecured, unsubordinated creditors in any such proceedings. In any of these cases, we and the guarantors may not have sufficient funds to pay all of our creditors, and holders of the exchange notes may receive less, ratably, than the holders of senior indebtedness. See “Description of the Exchange Notes—Ranking.”

Our obligation to make cash payments in respect of our convertible subordinated debentures could adversely affect our ability to fulfill our obligations under the exchange notes.

Our convertible subordinated debentures may be redeemed at our option on or after July 21, 2008. In addition, the indenture governing the convertible subordinated debentures provides that a portion of the consideration upon conversion of the convertible subordinated debentures be paid in cash, and the indenture governing the exchange notes will permit us to make those payments subject to certain conditions and limitations. We will be unable to control timing of any conversion of the convertible subordinated debentures. As a result of making cash payments on the convertible subordinated debentures, we may not have sufficient cash to pay the principal of, or interest on, the exchange notes. For example, if a significant amount of convertible subordinated debentures were converted shortly before a regular interest payment date for the exchange notes offered hereby, we may not have sufficient cash to make the interest payment on the exchange notes.

Your right to receive payments on the exchange notes could be adversely affected if any of our non-guarantor subsidiaries declare bankruptcy, liquidate, or reorganize.

Some but not all of our subsidiaries will guarantee the exchange notes. In the event of a bankruptcy, liquidation or reorganization of any of our non-guarantor subsidiaries, holders of their indebtedness and their trade creditors will generally be entitled to payment of their claims from the assets of those subsidiaries before any assets are made available for distribution to us.

As of June 24, 2007, the exchange notes were effectively junior to approximately $361.6 million of indebtedness and other liabilities (including trade payables) of our non-guarantor subsidiaries. Our non-guarantor subsidiaries generated approximately 50% of our consolidated revenues in the six-month period ended June 24, 2007 and approximately 40% of our consolidated revenues in the twelve-month period ended December 31, 2006. As of June 24, 2007, our non-guarantor subsidiaries held approximately 66% of our consolidated assets. See our consolidated financial statements and accompanying notes included elsewhere in this prospectus.

Federal and state statutes allow courts, under specific circumstances, to void guarantees and require note holders to return payments received from guarantors.

Under the federal bankruptcy law and comparable provisions of state fraudulent transfer laws, a guarantee can be voided, or claims in respect of a guarantee can be subordinated to all other debts of that guarantor if, among other things, the guarantor, at the time it incurred the indebtedness evidenced by its guarantee:

•  received less than reasonably equivalent value or fair consideration for the incurrence of such guarantee; and

•  was insolvent or rendered insolvent by reason of such incurrence; or

•  was engaged in a business or transaction for which the guarantor’s remaining assets constituted unreasonably small capital; or

•  intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature.

In addition, any payment by that guarantor pursuant to its guarantee can be voided and required to be returned to the guarantor, or to a fund for the benefit of the creditors of the guarantor.

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The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a guarantor would be considered insolvent if:

•  the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets; or

•  if the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

•  it could not pay its debts as they become due.

On the basis of historical financial information, recent operating history and other factors, we believe that each guarantor, after giving effect to its guarantee of these exchange notes, will not be insolvent, will not have unreasonably small capital for the business in which it is engaged and will not have incurred debts beyond its ability to pay such debts as they mature. We cannot assure you, however, as to what standard a court would apply in making these determinations or that a court would agree with our conclusions in this regard.

The amount that can be collected under the guarantees will be limited.

Each of the guarantees will be limited to the maximum amount that can be guaranteed by a particular guarantor without rendering the guarantee, as it relates to that guarantor, voidable. See the immediately preceding risk factor above. In general, the maximum amount that can be guaranteed by a particular guarantor may be less, including significantly less, than the principal amount of the exchange notes.

We may not have the ability to raise the funds necessary to finance the change of control offer required by the indenture.

Upon the occurrence of certain specific kinds of change of control events, we will be required to offer to repurchase all outstanding exchange notes at 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase. However, it is possible that we will not have sufficient funds at the time of the change of control to make the required repurchase of exchange notes or that restrictions in our senior secured credit facility will not allow such repurchases. In addition, certain important corporate events, such as leveraged recapitalizations, that would increase the level of our indebtedness, would not constitute a “change of control” under the indenture. See “Description of the Exchange Notes—Repurchase at the Option of Holders.”

The exchange notes are not secured by our assets and the lenders under our senior secured credit facility will be entitled to remedies available to a secured lender, which gives them priority over you to collect amounts due to them.

In addition to being subordinated to all of our and the guarantors’ existing and future senior debt, the exchange notes and the guarantees will not be secured by any of our or their assets. Our obligations under our senior secured credit facility are secured by, among other things, a first priority pledge of all the capital stock held by Belden Inc. or a material domestic subsidiary in our domestic subsidiaries, a first priority pledge of 65% of the voting stock held by Belden Inc. or a material domestic subsidiary in our first tier foreign subsidiaries and a first priority security interest in substantially all of our and our material domestic subsidiaries’ assets other than real property. As of June 24, 2007, we did not have any senior secured indebtedness. If we become insolvent or are liquidated, or if payment under the senior secured credit facility or in respect of any other secured indebtedness is accelerated, the lenders under our senior secured credit facility or holders of other secured indebtedness will be entitled to exercise the remedies available to a secured lender under applicable law (in addition to any remedies that may be available under documents pertaining to our senior secured credit facility or other senior debt). Upon the occurrence of any event of default under our senior secured credit facility (and even without accelerating the indebtedness under our senior secured credit facility), the lenders may be able to prohibit the payment of the exchange notes and the guarantees by limiting

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our ability to access our cash flow or under the subordination provisions contained in the indenture governing the exchange notes.

The assets of our subsidiaries that are not guarantors will be subject to prior claims by creditors of those subsidiaries.

The indenture governing the exchange notes will not limit our ability to invest in restricted subsidiaries that are not guarantors of the exchange notes. You will not have a claim as a creditor against our subsidiaries that are not guarantors of the exchange notes. In addition, our existing and future foreign and non-material domestic subsidiaries will not guarantee the exchange notes. Therefore, the assets of our non-guarantor subsidiaries will be subject to prior claims by creditors of those subsidiaries, whether secured or unsecured. Unrestricted subsidiaries under the indenture are also not subject to the covenants in the indenture. The indenture will permit our restricted subsidiaries that are not guarantors of the exchange notes to incur significant debt. See “Description of the Exchange Notes—Certain Covenants—Incurrence of Indebtedness.” Our non-guarantor subsidiaries generated approximately 50% of our consolidated revenues in the six-month period ended June 24, 2007 and approximately 40% of our consolidated revenues in the twelve-month period ended December 31, 2006. As of June 24, 2007, our non-guarantor subsidiaries held approximately 66% of our consolidated assets and had approximately $361.6 million of liabilities that ranked structurally senior to the exchange notes. See our consolidated financial statements and accompanying notes included elsewhere in prospectus.

There is no public market for the exchange notes and we do not know if a market will ever develop or, if a market does develop, whether it will be sustained.

The exchange notes are a new issuance of securities and they have no existing trading market. We do not intend to list the exchange notes on any national securities exchange or automated quotation system. Accordingly, an active trading market for the exchange notes may not develop or be sustained, and the exchange notes may not have sufficient liquidity to avoid price volatility and trading disadvantages. The liquidity of any trading market for the exchange notes will depend upon the number of holders of the exchange notes, our performance, the market for similar securities, the interest of securities dealers in making a market in the exchange notes and other factors. In addition, the market for non-investment grade debt historically has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the exchange notes. The market for the exchange notes, if any, may be subject to similar disruptions that could adversely affect their value and liquidity.

Risks Related to Retention of the Old Notes

If you do not exchange your old notes, your old notes will continue to be subject to the existing transfer restrictions and you may be unable to sell your old notes.

We will only issue exchange notes in exchange for old notes that are validly tendered in accordance with the procedures set forth in this prospectus. Therefore, you should carefully follow the instructions on how to tender your old notes. See “The Exchange Offer—Procedures for Tendering Old Notes.” We did not register the old notes under the Securities Act, nor do we intend to do so following the exchange offer. If you do not exchange your old notes in the exchange offer, or if your old notes are not accepted for exchange, then, after we consummate the exchange offer, you may continue to hold old notes that are subject to the existing transfer restrictions and may be transferred only in limited circumstances under the securities laws. If you do not exchange your old notes, you will lose your right to have your old notes registered under the federal securities laws, except in limited circumstances. As a result, you will not be able to offer or sell old notes except in reliance on an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws.

Because we anticipate that most holders of old notes will elect to exchange their old notes, we expect that the liquidity of the trading market for any old notes remaining after the completion of the exchange offer will be substantially reduced. Any old notes tendered and exchanged in the exchange offer will reduce the

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aggregate number of old notes outstanding. Accordingly, the liquidity of the market for any old notes could be adversely affected and you may be unable to sell them.

Risks Related to the Exchange Offer

The consummation of the exchange offer may not occur.

We are not obligated to complete the exchange offer under certain circumstances. See “Description of the Exchange Offer—Conditions to the Exchange Offer.” Even if the exchange offer is completed, it may not be completed on the schedule described in this prospectus. Accordingly, holders participating in the exchange offer may have to wait longer than expected to receive their exchange notes.

You may be required to deliver prospectuses and comply with other requirements in connection with any resale of the exchange notes.

In addition, if you tender your old notes for the purpose of participating in a distribution of the exchange notes, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes. In addition, if you are a broker-dealer that receives exchange notes for your own account in exchange for old notes that you acquired as a result of market-making activities or any other trading activities, you will be required to acknowledge that you will deliver a prospectus in connection with any resale of those exchange notes.

This list of risk factors is not exhaustive. Other considerations besides those mentioned above might cause our actual results to differ from expectations expressed in any forward-looking statement.

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THE EXCHANGE OFFER

Purpose of the Exchange Offer

The exchange offer is designed to provide holders of old notes with an opportunity to acquire exchange notes which, unlike the old notes, will be freely transferable at all times, subject to any restrictions on transfer imposed by state “blue sky” laws and provided that the holder is not our affiliate within the meaning of the Securities Act and represents that the exchange notes are being acquired in the ordinary course of the holder’s business and the holder is not engaged in, and does not intend to engage in, a distribution of the exchange notes.

The old notes were originally issued and sold on March 16, 2007, the issue date, to the initial purchasers, pursuant to the purchase agreement dated March 13, 2007. The old notes were issued and sold in a transaction not registered under the Securities Act in reliance upon the exemption provided by Section 4(2) of the Securities Act. The concurrent resale of the old notes by the initial purchasers to investors was done in reliance upon the exemptions provided by Rule 144A and Regulation S promulgated under the Securities Act. The old notes may not be reoffered, resold or transferred other than (i) to us or our subsidiaries, (ii) to a qualified institutional buyer in compliance with Rule 144A promulgated under the Securities Act, (iii) outside the United States to a non-U.S. person within the meaning of Regulation S under the Securities Act, (iv) pursuant to the exemption from registration provided by Rule 144 promulgated under the Securities Act (if available) or (v) pursuant to an effective registration statement under the Securities Act.. Pursuant to Rule 144 promulgated under the Securities Act (referred to in clause (iv) of the preceding sentence), the old notes may generally be resold (a) commencing one year after the issue date, in an amount up to, for any three-month period, the greater of 1% of the old notes then outstanding or the average weekly trading volume of the old notes during the four calendar weeks preceding the filing of the required notice of sale with the SEC and (b) commencing two years after the issue date, in any amount and otherwise without restriction by a holder who is not, and has not been for the preceding three months, our affiliate. Certain other exemptions may also be available under other provisions of the federal securities laws for the resale of the old notes.

In connection with the original issuance and sale of the old notes, we entered into a registration rights agreement, pursuant to which we agreed to file with the SEC a registration statement covering the exchange by us of the exchange notes for the old notes, or the exchange offer. The registration rights agreement provides that we will file with the SEC an exchange offer registration statement on an appropriate form under the Securities Act and offer to holders of old notes who are able to make certain representations the opportunity to exchange their old notes for exchange notes.

Under existing interpretations by the Staff of the SEC as set forth in no-action letters issued to third parties in other transactions, the exchange notes would, in general, be freely transferable after the exchange offer without further registration under the Securities Act; provided, however, that in the case of broker-dealers participating in the exchange offer, a prospectus meeting the requirements of the Securities Act must be delivered by such broker-dealers in connection with resales of the exchange notes. We have agreed to furnish a prospectus meeting the requirements of the Securities Act to any such broker-dealer for use in connection with any resale of any exchange notes acquired in the exchange offer. A broker-dealer that delivers such a prospectus to purchasers in connection with such resales will be subject to certain of the civil liability provisions under the Securities Act and will be bound by the provisions of the registration rights agreement (including certain indemnification rights and obligations).

Each holder of old notes that exchanges such old notes for exchange notes in the exchange offer will be deemed to have made certain representations, including representations that (i) any exchange notes to be received by it will be acquired in the ordinary course of its business, (ii) it has no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of exchange notes and (iii) it is not our affiliate as defined in Rule 405 under the Securities Act, or if it is an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable.

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If the holder is not a broker-dealer, it will be required to represent that it is not engaged in, and does not intend to engage in, the distribution of exchange notes. If the holder is a broker-dealer that will receive exchange notes for its own account in exchange for old notes that were acquired as a result of market-making activities or other trading activities, it will be required to acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes.

Terms of the Exchange Offer

Upon the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal, we will accept any and all old notes validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on the expiration date. Subject to the minimum denomination requirements of the exchange notes, the exchange notes are being offered in exchange for a like principal amount of old notes. Old notes may be exchanged only in integral multiples of $1,000 principal amount. Holders may tender all, some or none of their old notes pursuant to the exchange offer.

The form and terms of the exchange notes will be identical in all material respects to the form and terms of the old notes except that (i) the exchange notes will be registered under the Securities Act and, therefore, will not bear legends restricting the transfer thereof and (ii) holders of the exchange notes will not be entitled to certain rights of holders of old notes under and related to the registration rights agreement. The exchange notes will evidence the same debt as the old notes and will be entitled to the benefits of the indenture. The exchange notes will be treated as a single class under the indenture with any old notes that remain outstanding. The exchange offer is not conditioned upon any minimum aggregate principal amount of old notes being tendered for exchange.

Expiration Date; Extensions; Termination; Amendments

The exchange offer will expire at 5:00 p.m., New York City time, on       , 2007 (21 business days following the date notice of the exchange offer was mailed to the holders). We reserve the right to extend the exchange offer at our discretion, in which event the term expiration date shall mean the time and date on which the exchange offer as so extended shall expire. Any such extension will be communicated to the exchange agent either orally or in writing and will be followed promptly by a press release or other permitted means which will be made no later than 9:00 a.m., New York City time, on the business day immediately following the previously scheduled expiration date.

We reserve the right to extend or terminate the exchange offer and not accept for exchange any old notes if any of the events set forth below under “— Conditions to the Exchange Offer” occur, and are not waived by us, by giving oral or written notice of such delay or termination to the exchange agent. See “— Conditions to the Exchange Offer.”

We also reserve the right to amend the terms of the exchange offer in any manner, provided, however, that if we amend the exchange offer in a manner that we determine constitutes a material or significant change, we will extend the exchange offer so that it remains open for a period of five to ten business days after such amendment is communicated to holders, depending upon the significance of the amendment.

Without limiting the manner in which we may choose to make a public announcement of any extension, termination or amendment of the exchange offer, we will comply with applicable securities laws by disclosing any such amendment by means of a prospectus supplement that we distribute to holders of the old notes. We will have no other obligation to publish, advertise or otherwise communicate any such public announcement other than by making a timely release through any appropriate news agency.

Procedures for Tendering Old Notes

Since the old notes are represented by global book-entry notes, DTC, as depositary, or its nominee is treated as the registered holder of the old notes and will be the only entity that can tender your old notes for exchange notes. Therefore, to tender old notes subject to this exchange offer and to obtain exchange notes,

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you must instruct the institution where you keep your old notes to tender your old notes on your behalf so that they are received prior to the expiration of this exchange offer.

The blue-colored letter of transmittal that may accompany this prospectus may be used by you to give such instructions. YOU SHOULD CONSULT YOUR ACCOUNT REPRESENTATIVE AT THE BROKER OR BANK WHERE YOU KEEP YOUR OLD NOTES TO DETERMINE THE PREFERRED PROCEDURE.

IF YOU WISH TO ACCEPT THIS EXCHANGE OFFER, PLEASE INSTRUCT YOUR BROKER OR ACCOUNT REPRESENTATIVE IN TIME FOR YOUR OLD NOTES TO BE TENDERED BEFORE THE 5:00 P.M. (NEW YORK CITY TIME) DEADLINE ON          , 2007.

You may tender all, some or none of your old notes in this exchange offer. However, your old notes may be tendered only in integral multiples of $1,000.

When you tender your old notes and we accept them, the tender will be a binding agreement between you and us in accordance with the terms and conditions in this prospectus.

We will decide all questions about the validity, form, eligibility, acceptance and withdrawal of tendered old notes, and our reasonable determination will be final and binding on you. We reserve the absolute right to:

(1) reject any and all tenders of any particular old note not properly tendered;

(2) refuse to accept any old note if, in our judgment or the judgment of our counsel, the acceptance would be unlawful; and

(3) waive any defects or irregularities or conditions to the exchange offer as to any particular old notes before the expiration of the exchange offer.

Our reasonable interpretation of the terms and conditions of the exchange offer will be final and binding on all parties. You must cure any defects or irregularities in connection with tenders of old notes as we will determine. Neither we, the exchange agent nor any other person will incur any liability for failure to notify you of any defect or irregularity with respect to your tender of old notes. If we waive any terms or conditions pursuant to (3) above with respect to a note holder, we will extend the same waiver to all note holders with respect to that term or condition being waived.

Deemed Representations

To participate in the exchange offer, we require that you represent to us that:

(i) you or any other person acquiring exchange notes in exchange for your old notes in the exchange offer is acquiring them in the ordinary course of business;

(ii) neither you nor any other person acquiring exchange notes in exchange for your old notes in the exchange offer is engaging in or intends to engage in a distribution of the exchange notes within the meaning of the federal securities laws;

(iii) neither you nor any other person acquiring exchange notes in exchange for your old notes has an arrangement or understanding with any person to participate in the distribution of exchange notes issued in the exchange offer;

(iv) neither you nor any other person acquiring exchange notes in exchange for your old notes is our “affiliate” as defined under Rule 405 of the Securities Act; and

(v) if you or another person acquiring exchange notes in exchange for your old notes is a broker-dealer and you acquired the old notes as a result of market-making activities or other trading activities, you acknowledge that you will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the exchange notes.

BY TENDERING YOUR OLD NOTES YOU ARE DEEMED TO HAVE MADE THESE REPRESENTATIONS.

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Broker-dealers who cannot make the representations in item (v) of the paragraph above cannot use this exchange offer prospectus in connection with resales of the exchange notes issued in the exchange offer.

If you are our “affiliate,” as defined under Rule 405 of the Securities Act, if you are a broker-dealer who acquired your old notes in the initial offering and not as a result of market-making or trading activities, or if you are engaged in or intend to engage in or have an arrangement or understanding with any person to participate in a distribution of exchange notes acquired in the exchange offer, you or that person:

(i) may not rely on the applicable interpretations of the Staff of the SEC and therefore may not participate in the exchange offer; and

(ii) must comply with the registration and prospectus delivery requirements of the Securities Act or an exemption therefrom when reselling the old notes.

Procedures for Brokers and Custodian Banks; DTC ATOP Account

In order to accept this exchange offer on behalf of a holder of old notes you must submit or cause your DTC participant to submit an Agent’s Message as described below.

The exchange agent, on our behalf, will seek to establish an Automated Tender Offer Program, or ATOP, account with respect to the old notes at DTC promptly after the delivery of this prospectus. Any financial institution that is a DTC participant, including your broker or bank, may make book-entry tender of old notes by causing the book-entry transfer of such old notes into our ATOP account in accordance with DTC’s procedures for such transfers. Concurrently with the delivery of old notes, an Agent’s Message in connection with such book-entry transfer must be transmitted by DTC to, and received by, the exchange agent prior to 5:00 p.m., New York City time, on the expiration date. The confirmation of a book-entry transfer into the ATOP account as described above is referred to herein as a “Book-Entry Confirmation.”

The term “Agent’s Message” means a message transmitted by the DTC participants to DTC, and thereafter transmitted by DTC to the exchange agent, forming a part of the Book-Entry Confirmation which states that DTC has received an express acknowledgment from the participant in DTC described in such Agent’s Message stating that such participant and beneficial holder agree to be bound by the terms of this exchange offer.

Each Agent’s Message must include the following information:

(i) Name of the beneficial owner tendering such old notes;

(ii) Account number of the beneficial owner tendering such old notes;

(iii) Principal amount of old notes tendered by such beneficial owner; and

(iv) A confirmation that the beneficial holder of the old notes tendered has made the representations for the benefit of us set forth under “—Deemed Representations” above.

BY SENDING AN AGENT’S MESSAGE THE DTC PARTICIPANT IS DEEMED TO HAVE CERTIFIED THAT THE BENEFICIAL HOLDER FOR WHOM OLD NOTES ARE BEING TENDERED HAS BEEN PROVIDED WITH A COPY OF THIS PROSPECTUS.

The delivery of old notes through DTC, and any transmission of an Agent’s Message through ATOP, is at the election and risk of the person tendering old notes. We will ask the exchange agent to instruct DTC to return those old notes, if any, that were tendered through ATOP but were not accepted by us, to the DTC participant that tendered such old notes on behalf of holders of the old notes.

Acceptance of Old Notes for Exchange; Delivery of Exchange Notes

We will accept validly tendered old notes when the conditions to the exchange offer have been satisfied or we have waived them. We will have accepted your validly tendered old notes when we have given oral or written notice to the exchange agent. The exchange agent will act as agent for the tendering holders for the purpose of receiving the exchange notes from us. If we do not accept any old notes tendered for exchange by

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book-entry transfer because of an invalid tender or other valid reason, we will credit the old notes to an account maintained with DTC promptly after the exchange offer terminates or expires.

THE AGENT’S MESSAGE MUST BE TRANSMITTED TO THE EXCHANGE AGENT BEFORE 5:00 PM, NEW YORK CITY TIME, ON THE EXPIRATION DATE.

Withdrawal Rights

You may withdraw your tender of old notes at any time before 5:00 p.m., New York City time, on the expiration date.

For a withdrawal to be effective, you should contact your bank or broker where your old notes are held and have them send an ATOP notice of withdrawal so that it is received by the exchange agent before 5:00 p.m., New York City time, on the expiration date. Such notice of withdrawal must:

(1) specify the name of the person that tendered the old notes to be withdrawn;

(2) identify the old notes to be withdrawn, including the CUSIP number and principal amount at maturity of the old notes; and

(3) specify the name and number of an account at DTC to which your withdrawn old notes can be credited.

We will decide all questions as to the validity, form and eligibility (including time of receipt) of the notices and our reasonable determination will be final and binding on all parties. Any tendered old notes that you withdraw will not be considered to have been validly tendered. We will return any old notes that have been tendered but not exchanged, or credit them to the DTC account, promptly after withdrawal, rejection of tender, or termination of the exchange offer. You may re-tender properly withdrawn old notes by following one of the procedures described above prior to the expiration date.

Conditions to the Exchange Offer

Notwithstanding any other provisions of the exchange offer, or any extension of the exchange offer, we will not be required to accept for exchange, or to issue exchange notes in exchange for, any old notes and may terminate the exchange offer (whether or not any old notes have been accepted for exchange) or amend the exchange offer, if any of the following conditions has occurred or exists or has not been satisfied, or has not been waived by us in our sole reasonable discretion, prior to the expiration date:

•  there is threatened, instituted or pending any action or proceeding before, or any injunction, order or decree issued by, any court or governmental agency or other governmental regulatory or administrative agency or commission:

(1) seeking to restrain or prohibit the making or completion of the exchange offer or any other transaction contemplated by the exchange offer, or assessing or seeking any damages as a result of this transaction; or

(2) resulting in a material delay in our ability to accept for exchange or exchange some or all of the old notes in the exchange offer; or

(3) any statute, rule, regulation, order or injunction has been sought, proposed, introduced, enacted, promulgated or deemed applicable to the exchange offer or any of the transactions contemplated by the exchange offer by any governmental authority, domestic or foreign; or

•  any action has been taken, proposed or threatened, by any governmental authority, domestic or foreign, that, in our sole reasonable judgment, would directly or indirectly result in any of the consequences referred to in clauses (1), (2) or (3) above or, in our sole reasonable judgment, would result in the holders of exchange notes having obligations with respect to resales and transfers of exchange notes which are greater than those described in the interpretation of the SEC referred to above, or would otherwise make it inadvisable to proceed with the exchange offer; or

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•  the following has occurred:

(1) any general suspension of or general limitation on prices for, or trading in, securities on any national securities exchange or in the over-the-counter market; or

(2) any limitation by a governmental authority which adversely affects our ability to complete the transactions contemplated by the exchange offer; or

(3) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States or any limitation by any governmental agency or authority which adversely affects the extension of credit; or

(4) a commencement of a war, armed hostilities or other similar international calamity directly or indirectly involving the United States, or, in the case of any of the preceding events existing at the time of the commencement of the exchange offer, a material acceleration or worsening of these calamities; or

•  any change, or any development involving a prospective change, has occurred or been threatened in our business, financial condition, operations or prospects and those of our subsidiaries taken as a whole that is or may be adverse to us, or we have become aware of facts that have or may have an adverse impact on the value of the old notes or the exchange notes, which in our sole reasonable judgment in any case makes it inadvisable to proceed with the exchange offer and/or with such acceptance for exchange or with such exchange; or

•  there shall occur a change in the current interpretation by the Staff of the SEC which permits the exchange notes issued pursuant to the exchange offer in exchange for old notes to be offered for resale, resold and otherwise transferred by holders thereof (other than broker-dealers and any such holder which is our affiliate within the meaning of Rule 405 promulgated under the Securities Act) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such exchange notes are acquired in the ordinary course of such holders’ business and such holders have no arrangement or understanding with any person to participate in the distribution of such exchange notes; or

•  any law, statute, rule or regulation shall have been adopted or enacted which, in our reasonable judgment, would impair our ability to proceed with the exchange offer; or

•  a stop order shall have been issued by the SEC or any state securities authority suspending the effectiveness of the registration statement, or proceedings shall have been initiated or, to our knowledge, threatened for that purpose, or any governmental approval has not been obtained, which approval we shall, in our sole reasonable discretion, deem necessary for the consummation of the exchange offer as contemplated hereby; or

•  we have received an opinion of counsel experienced in such matters to the effect that there exists any actual or threatened legal impediment (including a default or prospective default under an agreement, indenture or other instrument or obligation to which we are a party or by which we are bound) to the consummation of the transactions contemplated by the exchange offer.

If we determine in our sole reasonable discretion that any of the foregoing events or conditions has occurred or exists or has not been satisfied, we may, subject to applicable law, terminate the exchange offer (whether or not any old notes have been accepted for exchange) or may waive any such condition or otherwise amend the terms of the exchange offer in any respect. If such waiver or amendment constitutes a material change to the exchange offer, we will promptly disclose such waiver or amendment by means of a prospectus supplement that will be distributed to the registered holders of the old notes and will extend the exchange offer to the extent required by Rule 14e-1 promulgated under the Exchange Act.

These conditions are for our sole benefit and we may assert them regardless of the circumstances giving rise to any of these conditions, or we may waive them, in whole or in part, in our sole reasonable discretion, provided that we will not waive any condition with respect to an individual holder of old notes unless we

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waive that condition for all such holders. Any reasonable determination made by us concerning an event, development or circumstance described or referred to above will be final and binding on all parties.

Exchange Agent

We have appointed U.S. Bank National Association as the exchange agent for the exchange offer. You should direct questions, requests for assistance and requests for additional copies of this prospectus or of the blue-colored letter of transmittal to the exchange agent at U.S. Bank, Corporate Trust Services, 60 Livingston Avenue, EP-MN-WS3C, St. Paul, Minnesota 55107, telephone: (651) 495-3460, facsimile: (651) 495-8145.

Fees and Expenses

We have not retained any dealer-manager or similar agent in connection with the exchange offer. We will not make any payment to brokers, dealers or others for soliciting acceptances of the exchange offer. However, we will pay the reasonable and customary fees and reasonable out-of-pocket expenses to the exchange agent in connection therewith. We will also pay the cash expenses to be incurred in connection with the exchange offer, including accounting, legal, printing, and related fees and expenses.

Accounting Treatment

The exchange notes will be recorded at the same carrying value as the old notes, as reflected in our accounting records on the date of exchange. Accordingly, we will recognize no gain or loss for accounting purposes upon the closing of the exchange offer. The expenses of the exchange offer will be expensed as incurred.

Consequences of Failure to Exchange

Upon consummation of the exchange offer, certain rights under and related to the registration rights agreement, including registration rights and the right to receive the contingent increases in the interest rate, will terminate. The old notes that are not exchanged for exchange notes pursuant to the exchange offer will remain restricted securities within the meaning of Rule 144 promulgated under the Securities Act. Accordingly, such old notes may be resold only (i) to us or our subsidiaries, (ii) to a qualified institutional buyer in compliance with Rule 144A promulgated under the Securities Act, (iii) outside the United States to a non-U.S. person within the meaning of Regulation S under the Securities Act, (iv) pursuant to the exemption from registration provided by Rule 144 promulgated under the Securities Act (if available) or (v) pursuant to an effective registration statement under the Securities Act. The liquidity of the old notes could be adversely affected by the exchange offer.

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DESCRIPTION OF THE EXCHANGE NOTES

General

In this description, references to the “Notes” are to the exchange notes, unless the context otherwise requires. We issued the old notes and will issue the exchange notes pursuant to an Indenture (the “Indenture”), dated as of March 16, 2007, among the Company, the Guarantors and U.S. Bank National Association, as trustee (the “Trustee”). The form and terms of the old notes and the exchange notes are identical in all material respects except that the exchange notes will have been registered under the Securities Act. See “The Exchange Offer—Purpose of the Exchange Offer” and “The Exchange Offer—Terms of the Exchange Offer.” The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (the “Trust Indenture Act”). The Notes are subject to all such terms, and holders (the “Holders”) of the Notes are referred to the Indenture and the Trust Indenture Act for a statement thereof. The following summary of the material provisions of the Indenture does not purport to be complete and is qualified in its entirety by reference to the Indenture, including the definitions therein of certain terms used below. We urge you to read the Indenture because it, and not this description, defines your rights as Holders. The definitions of certain terms used in the following summary are set forth below under “—Certain Definitions.” For purposes of this summary, (i) the term “Company” refers only to Belden Inc. and not to any of its subsidiaries and (ii) the terms “we,” “our” and “us” refer to the Company and its consolidated Subsidiaries.

Brief Description of the Notes

The Notes will be:

•  general unsecured obligations of the Company;

•  subordinated in right of payment to the prior repayment in full in cash of all existing and future Senior Debt; and

•  pari passu in right of payment with all existing and future senior subordinated Indebtedness of the Company.

As of June 24, 2007, we had no senior debt outstanding, and we had available to borrow $225.0 million under our secured credit facility, subject to $7.2 million of outstanding letters of credit. The Indenture permits the incurrence of substantial additional indebtedness by the Company and its subsidiaries, under the Credit Agreement or otherwise, in the future. See “Risk Factors—Despite current indebtedness levels, we and our subsidiaries may still be able to incur substantially more debt. This could further exacerbate the risks associated with our substantial indebtedness.”

Guarantees

The Notes will be guaranteed by each existing and future Restricted Subsidiary of the Company that guarantees the Credit Agreement. The Guarantors will jointly and severally guarantee on a senior subordinated basis the Company’s obligations under the Indenture and Notes. Each Note Guarantee will rank as a general unsecured senior subordinated obligation of such Guarantor. The obligations of each Guarantor under its Note Guarantee will be limited as necessary to prevent the Note Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each Note Guarantee will be:

•  a general unsecured obligation of the applicable Guarantor;

•  subordinated in right of payment to the prior repayment in full in cash of all existing and future Senior Debt of such Guarantor; and

•  pari passu in right of payment with all existing and future senior subordinated Indebtedness of such Guarantor.

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Each Guarantor may consolidate with or merge into or sell its assets to the Company or another Guarantor that is a Restricted Subsidiary of the Company without limitation, or with other Persons upon the terms and conditions set forth in the Indenture. See “—Certain Covenants—Merger, Consolidation, or Sale of Assets.” A Guarantor will be released from its Note Guarantee without any action required on the part of the Trustee or any Holder:

(1) if all or substantially all of the assets of such Guarantor are sold or otherwise disposed of (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or any of its Restricted Subsidiaries and we otherwise comply, to the extent applicable, with the covenant described below under the caption “—Certain Covenants—Limitation on Asset Sales”; or

(2) if we designate such Guarantor as an Unrestricted Subsidiary in accordance with the covenant described below under the caption “—Certain Covenants—Restricted Payments”; or

(3) if we consummate a transaction not prohibited by the Indenture following which such Guarantor is no longer a Restricted Subsidiary; or

(4) if such Guarantor no longer guarantees the Credit Agreement, unless such Guarantor is released or discharged from such guarantee as a result of making a payment thereon; or

(5) if we exercise our legal defeasance option or our covenant defeasance option as described below under the caption “—Legal Defeasance and Covenant Defeasance.”

At our request and expense, the Trustee will execute and deliver any instrument evidencing such release. A Guarantor may also be released from its obligations under its Note Guarantee in connection with a permitted amendment. See “—Amendment, Supplement and Waiver.”

As of the date of the Indenture, all of the Company’s Subsidiaries were “Restricted Subsidiaries.” Under certain circumstances, the Company will be able to designate future subsidiaries as Unrestricted Subsidiaries. Unrestricted Subsidiaries are not subject to many of the restrictive covenants set forth in the Indenture and do not guarantee the Notes.

The Company’s Unrestricted Subsidiaries and Foreign Subsidiaries, and the Company’s Restricted Subsidiaries that do not guarantee obligations under Credit Agreement, will not guarantee the Notes. Claims of creditors of non-guarantor Subsidiaries, including trade creditors, secured creditors and creditors holding debt and guarantees issued by those Subsidiaries, and claims of preferred stockholders (if any) of those subsidiaries generally will have priority with respect to the assets and earnings of those subsidiaries over the claims of creditors of the Company, including Holders of the Notes. See “Risk Factors—The assets of our subsidiaries that are not guarantors will be subject to prior claims by creditors of those subsidiaries.”

Principal, Maturity and Interest

An aggregate principal amount of Notes up to $350.0 million is being offered in this exchange offer. The Notes will mature on March 15, 2017. Interest on the Notes will accrue at the rate of 7% per annum and will be payable semi-annually in arrears on March 15 and September 15, commencing on September 15, 2007, to Holders of record on the immediately preceding March 1 and September 1. An unlimited amount of additional Notes may be issued from time to time after the Issue Date, subject to the provisions of the Indenture described below under the caption “—Certain Covenants—Incurrence of Indebtedness.” The Notes and any additional Notes subsequently issued under the Indenture will be treated as a single class for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of original issuance. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. Principal, premium, if any, and interest on the Notes will be payable at the office or agency of the Company maintained for such purpose within the City and State of New York or, at the option of the Company, payment of interest may be made by check mailed to the Holders of the Notes at their respective addresses set forth in the register of Holders of Notes; provided that all payments of principal,

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premium, if any, and interest with respect to Notes the Holders of which have given wire transfer instructions to the Company will be required to be made by wire transfer of immediately available funds to the accounts specified by the Holders hereof. Until otherwise designated by the Company, the Company’s office or agency in New York will be the office of the Trustee maintained for such purpose. The Notes are issued in denominations of $1,000 and integral multiples thereof.

Subordination

The payment of principal, interest and premium on the Notes will be subordinated to the prior payment in full in cash of all Senior Debt, including Senior Debt incurred after the date of the Indenture.

The holders of Senior Debt will be entitled to receive payment in full in cash of all Obligations due in respect of Senior Debt (including interest after the commencement of any bankruptcy proceeding at the rate specified in the applicable Senior Debt, whether or not such interest is allowed in such proceeding) before the holders of Notes will be entitled to receive any payment with respect to the Notes (except that holders of Notes may receive and retain Permitted Junior Securities and payments made from either of the trusts described under “—Legal Defeasance and Covenant Defeasance” and “—Satisfaction and Discharge”), in the event of any distribution to creditors of the Company or any of the Guarantors:

(1) in a liquidation or dissolution of the Company or any of the Guarantors;

(2) in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or any of the Guarantors or their respective property;

(3) in an assignment for the benefit of creditors of the Company or any of the Guarantors; or

(4) in any marshaling of the Company’s or any of the Guarantors’ assets and liabilities.

Neither the Company nor or any Guarantor also may make any payment in respect of the Notes (except in Permitted Junior Securities or from the trusts described under “—Legal Defeasance and Covenant Defeasance” and “—Satisfaction and Discharge”) if:

(1) a payment default on any Senior Debt occurs and is continuing beyond any applicable grace period; or

(2) any other default occurs and is continuing on any series of Designated Senior Debt that permits holders of that series of Designated Senior Debt to accelerate its maturity and the Trustee receives a notice of such default (a “Payment Blockage Notice”) from (a) with respect to Designated Senior Debt arising under the Credit Agreement, the administrative agent thereunder, or (b) with respect to any other Designated Senior Debt, the Representative of such Designated Senior Debt.

Payments on the Notes may and will be resumed:

(1) in the case of a payment default, upon the date on which such default is cured or waived; and

(2) in the case of a nonpayment default, upon the earlier of (x) the date on which such nonpayment default is cured or waived or, (y) 179 days after the date on which the applicable Payment Blockage Notice is received and (z) the date the Trustee receives notice from the Representative for such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated.

No new Payment Blockage Notice may be delivered unless and until 360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice irrespective of the number of defaults with respect to Designated Senior Debt during such period.

No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the trustee will be, or be made, the basis for a subsequent Payment Blockage Notice unless such default has been cured or waived for a period of not less than 90 days.

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If the Trustee or any Holder of the Notes receives a payment in respect of the Notes (except in Permitted Junior Securities or from the trusts described under “—Legal Defeasance and Covenant Defeasance” and “—Satisfaction and Discharge”) when:

(1) the payment is prohibited by these subordination provisions; and

(2) the trustee or the holder has actual knowledge that the payment is prohibited,

the trustee or the holder, as the case may be, will hold the payment in trust for the benefit of the holders of Senior Debt. Upon the proper written request of the holders of Senior Debt, the Trustee or the Holder, as the case may be, will deliver the amounts in trust to the holders of Senior Debt or their proper representative.

The Company must promptly notify holders of Senior Debt if payment on the Notes is accelerated because of an Event of Default.

As a result of the subordination provisions described above, in the event of a bankruptcy, liquidation or reorganization of the Company or any Guarantor, Holders of Notes may recover less ratably than creditors of the Company or any of the Guarantors who are holders of Senior Debt. As a result of the obligation to deliver amounts received in trust to holders of Senior Debt, Holders of Notes may recover less ratably than trade creditors of the Company or any of the Guarantors. See “Risk Factors — Your right to receive payments on the exchange notes and the guarantees will be junior to the rights of lenders under our senior secured credit facility and to all of our and the guarantors’ other senior indebtedness, including any of our or the guarantors’ future senior debt.”

Optional Redemption

The Notes will be redeemable, in whole or in part on any one or more occasions, at the option of the Company, at any time prior to March 15, 2012, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest to but excluding, the redemption date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date.

The Notes will be redeemable, in whole or in part on any one or more occasions, at the option of the Company, on or after March 15, 2012, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest thereon to the applicable redemption date, if redeemed during the twelve-month period beginning on March 15 of the years indicated below:

Year	Percentage
2012		103.500	%
2013		102.333	%
2014		101.167	%
2015 and thereafter		100.000	%

Notwithstanding the foregoing, at any time on or prior to March 15, 2010, the Company may on any one or more occasions redeem Notes with the net cash proceeds of one or more Equity Offerings, at 107% of the principal amount thereof, plus accrued and unpaid interest thereon to the redemption date, provided that at least 65% of the principal amount of Notes originally issued remains outstanding immediately following such redemption (excluding Notes held by the Company or any of its Subsidiaries); and provided, further, that such redemption shall occur within 90 days of the date of the closing of any such Equity Offering. “Equity Offering” means any public offering of Qualified Capital Interests of the Company, other than any offering any public offerings registered on Form S-8.

Selection and Notice

If less than all of the Notes are to be redeemed at any time, selection of Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any,

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on which the Notes are listed, or, if the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided that no Notes of $1,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions of them called for redemption.

Mandatory Redemption

The Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes.

Repurchase at the Option of Holders

Change of Control

Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest thereon to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”), pursuant to the procedures required by the Indenture and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of the Indenture by virtue of such compliance.

On the Change of Control Payment Date, the Company will, to the extent lawful, (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered and (3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent will promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $1,000 or an integral multiple thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

The Credit Agreement prohibits the Company from purchasing Notes, and also provides that the occurrence of certain change of control events would constitute a default. Prior to complying with any of the provisions of this “Change of Control” covenant under the Indenture governing the Notes, but in any event within 90 days following a Change of Control, to the extent required to permit the Company to comply with this covenant, the Company will either repay all outstanding Indebtedness under the Credit Agreement or other Indebtedness ranking senior to or pari passu with the Notes or obtain the requisite consents, if any, under all agreements governing such outstanding Indebtedness.

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If a Change of Control Offer is made, there can be no assurance that the Company will have available funds sufficient to make the Change of Control payment for all the Notes that might be delivered by Holders seeking to accept the Change of Control Offer. The Credit Agreement contains, and any future agreements relating to other indebtedness to which the Company becomes a party may contain, restrictions or prohibitions on the Company’s ability to repurchase Notes or may provide that an occurrence of a Change of Control constitutes an event of default under, or otherwise requires payments of amounts borrowed under, those agreements. If a Change of Control occurs at a time when the Company is prohibited from repurchasing the Notes, the Company could seek the consent of its then lenders to repurchase the Notes or could attempt to repay or refinance the Indebtedness containing such prohibitions. If the Company does not obtain such consent or repay the applicable Indebtedness, it would remain prohibited from repurchasing the Notes. In that case, failure to repurchase tendered Notes would constitute an Event of Default under the Indenture and may constitute a default under the terms of the Credit Agreement or other Indebtedness that the Company may enter into from time to time.

Neither the Board of Directors of the Company nor the Trustee, without the consent of the Holders affected thereby, may waive the covenant relating to a Holder’s right to require a repurchase of Notes upon a Change of Control. Restrictions in the Indenture described herein on the ability of the Company and its Restricted Subsidiaries to incur additional Indebtedness, to grant liens on their property, to make Restricted Payments and to make Asset Sales may also make more difficult or discourage a takeover of the Company, whether favored or opposed by the management of the Company. Consummation of any such transaction in certain circumstances may require redemption or repurchase of the Notes, and there can be no assurance that the Company or the acquiring party will have sufficient financial resources to effect such redemption or repurchase. Such restrictions and the restrictions on transactions with Affiliates may, in certain circumstances, make more difficult or discourage any leveraged buyout of the Company or any of its Subsidiaries by the management of the Company. While such restrictions cover a wide variety of arrangements that have traditionally been used to effect highly leveraged transactions, the Indenture may not afford the Holders of Notes protection in all circumstances from the adverse aspects of a highly leveraged transaction, reorganization, restructuring, merger or similar transaction.

The Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer, (2) notice of redemption has been given pursuant to the Indenture as described above under the caption “— Optional Redemption” in respect of all Notes then outstanding unless and until there is a default in payment of the applicable redemption price, or (3) if, in connection with or in contemplation of any Change of Control, it or a third party has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered and not withdrawn in accordance with the terms of such Alternate Offer. A Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. Notes repurchased pursuant to a Change of Control Offer will be retired and cancelled.

“Change of Control” means the occurrence of any of the following:

(i) any sale, lease, transfer, conveyance or other disposition (other than a Lien permitted by the Indenture or by way of consolidation or merger), in one transaction or a series of related transactions, of all or substantially all of the assets of the Company and its Restricted Subsidiaries, taken as a whole, to any Person or group of related Persons for purposes of Section 13(d) of the Exchange Act (a “Group”), together with any Affiliates thereof (whether or not otherwise in compliance with the provisions of the Indenture);

(ii) the approval by the holders of Capital Interests of the Company of any plan or proposal for the liquidation or dissolution of the Company (whether or not otherwise in compliance with the provisions of the Indenture);

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(iii) The Company becomes aware (whether by any report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) that any Person or Group shall become the owner, directly or indirectly, beneficially or of record, of shares representing 50% or more of the aggregate ordinary voting power represented by the issued and outstanding Capital Interests of the Company; or

(iv) the replacement over a two-year period of a majority of the Board of Directors of the Company who constituted the Board of Directors of the Company, at the beginning of such period, and each such replacement shall not have been approved by a vote of at least a majority of the Continuing Directors.

The definition of “Change of Control” includes a phrase relating to the sale, lease, transfer, conveyance or other disposition of “all or substantially all” of the assets of the Company and its Restricted Subsidiaries taken as a whole. Although there is a developing body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a Holder of Notes to require the Company to repurchase such Notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of the Company and its Subsidiaries taken as a whole to another Person or group may be uncertain.

“Board of Directors” means (i) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board, (ii) with respect to a partnership, the Board of Directors of the general partner of the partnership, (iii) with respect to a limited liability company, the managing member or members or any controlling committee or board of directors of the sole member or of the managing member thereof and (iv) with respect to any other person, the board or committee of such Person serving a similar function.

“Continuing Directors” means, as of any date of determination, any member of the Board of Directors of the Company who (i) was a member of such Board of Directors on the date of the Indenture or (ii) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election.

Asset Sales

The Indenture provides that the Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(i) the Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Board of Directors (or, in the event of Asset Sales for consideration of less than $5.0 million, by the chief financial officer of the Company) set forth in an Officers’ Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of (such fair market value to be determined on the date of contractually agreeing to such Asset Sale); and

(ii) at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary is in the form of cash, Cash Equivalents or a combination thereof; provided that the amount of:

(A) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto) of the Company or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Notes, that are assumed by the transferee of any such assets and for which the Company and all of its Restricted Subsidiaries have been validly released by all creditors in writing, and

(B) securities or other obligations received by the Company or such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash (to the extent of cash received) within 180 days following the closing of such Asset Sale,

shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purpose.

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Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company or any of its Restricted Subsidiaries may apply such Net Proceeds:

(a) to repay Senior Debt and, in the case of any such repayment under any revolving credit facility, permanently reduce commitments thereunder;

(b) to acquire a majority of the assets of, or a majority of the voting Capital Interests of, another Person (or division or business unit thereof);

(c) to make capital expenditures or to acquire other tangible long-term assets; and/or

(d) to repay the Company’s convertible subordinated debentures to the extent required to be settled by the Company in cash in accordance the net share settlement provision;

provided that, prior to the application of the Net Proceeds from the Specified Asset sale in accordance with this paragraph, the Company shall be entitled, within 180 days from the date of the Specified Asset Sale, to apply such Net Proceeds towards the redemption of Equity Interests of the Company in an amount not to exceed the limitation set forth in clause (x) of the third paragraph under “—Certain Covenants—Restricted Payments.”

Pending the final application of any such Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company will be required to make an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) to purchase the maximum principal amount of Notes and such other indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon to the date of purchase, in accordance with the procedures set forth in the Indenture and such other indebtedness. To the extent that any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and other pari passu Indebtedness described above tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the respective aggregate amount of the Notes and such other Indebtedness to be purchased shall be determined on a pro rata basis, and the Trustee shall select the Notes to be purchased in such aggregate amount on a pro rata basis. Upon completion of such offer to purchase, the amount of Excess Proceeds shall be reset at zero.

The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the “Asset Sale” provisions of the Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the “Asset Sale” provisions of the Indenture by virtue thereof.

The Credit Agreement contains prohibitions on the ability of the Company and its Subsidiaries to voluntarily repurchase, redeem or prepay certain of their Indebtedness, including the Notes, and limitations on the ability of the Company and its Subsidiaries to engage in Asset Sales. Additionally, future agreements may contain prohibitions of certain events, including events that would constitute an Asset Sale and including repurchases of or other prepayments in respect of the Notes. The exercise by the Holders of Notes of their right to require the Company to repurchase the Notes upon an Asset Sale could cause a default under these other agreements, even if the Asset Sale itself does not, due to the financial effect of such repurchases on the Company and its Subsidiaries. In the event an Asset Sale occurs at a time when the Company is prohibited from purchasing Notes, the Company could seek the consent of their other lenders to the purchase of Notes or could attempt to refinance, repay or replace the Indebtedness that contain such prohibition and enter into new agreements without such prohibition. If the Company does not obtain a consent or refinance, repay or replace

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such Indebtedness, the Company will remain prohibited from purchasing Notes. In that case, the Company’s failure to purchase tendered Notes would constitute an Event of Default under the Indenture which, in turn, may constitute a default under the other Indebtedness. Finally, the Company’s ability to pay cash to the Holders of Notes upon a repurchase may be limited by the Company’s then existing financial resources.

Certain Covenants

Set forth below are summaries of certain covenants contained in the Indenture. During any period of time that (i) the Notes have Investment Grade Ratings from both Rating Agencies and (ii) no Default has occurred and is continuing under the Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”) then the covenants specifically listed below will not be applicable to the Notes (collectively, the “Suspended Covenants”):

(1) “—Repurchase at the Option of Holders—Asset Sales”;

(2) “—Restricted Payments”;

(3) “—Incurrence of Indebtedness”;

(4) “—Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries”;

(5) clause (iv) of the first paragraph of “—Merger, Consolidation or Sale of Assets”; and

(6) “—Transactions with Affiliates.”

During any period that the foregoing covenants have been suspended, the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries.

If and while the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants, the Notes will be entitled to substantially less covenant protection. In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants under the Indenture for any period of time as a result of the foregoing, and on any subsequent date one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating, then the Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants under the Indenture with respect to future events; it being understood that no actions taken by (or omissions of) the Company or any of its Restricted Subsidiaries during the suspension period shall constitute a Default or an Event of Default under the Suspended Covenants. Furthermore, after the time of reinstatement of the Suspended Covenants upon such withdrawal or downgrade, calculations with respect to Restricted Payments will be made in accordance with the terms of the covenant described below under “—Certain Covenants—Restricted Payments” as though such covenant had been in effect during the entire period of time from the Issue Date.

In addition, (i) Indebtedness incurred while the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants will be deemed to have been incurred pursuant to the first paragraph of the covenant “Incurrence of Indebtedness” and (ii) Restricted Payments made while the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants will be deemed to have been made pursuant to the sum of clauses (c)(i)-(v) of the covenant “Restricted Payments.”

There can be no assurance that the Notes will ever achieve or maintain Investment Grade Ratings.

Restricted Payments

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

(i) declare or pay any dividend or make any other payment or distribution on account of the Company’s or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Company’s or any Restricted Subsidiary’s Equity Interest in their capacity as such (other than (A) dividends or distributions accrued or payable in Equity

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Interests (other than Disqualified Interests) of the Company or (B) dividends or distributions to the Company or a Restricted Subsidiary of the Company);

(ii) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent of the Company (other than any such Equity Interests owned by the Company or any Restricted Subsidiary of the Company);

(iii) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes or any Note Guarantee (other than Indebtedness permitted under clause (vi) of the definition of “Permitted Debt”) except (a) a payment of interest or principal at Stated Maturity or (b) the purchase, repurchase or other acquisition of any such Indebtedness in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case, due within one year of the date of such purchase, repurchase or other acquisition; or

(iv) make any Restricted Investment

(all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as “Restricted Payments”), unless, at the time of and after giving effect to such Restricted Payment:

(a) no Event of Default shall have occurred and be continuing or would occur as a consequence thereof;

(b) the Company would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described below under the caption “—Incurrence of Indebtedness”; and

(c) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries after the date of the Indenture (excluding Restricted Payments permitted by clauses (i) (provided that at the time of declaring such dividend, such dividend was counted as a Restricted Payment) (ii), (iii), (iv), (vi), (viii), (xii), (xiii), (xiv) and (xvi) of the second succeeding paragraph), is less than the sum, without duplication, of

(i) 50% of the Consolidated Net Income of the Company for the period (taken as one accounting period) from January 1, 2007 (the “Measurement Date”) to the end of the Company’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit), plus

(ii) 100% of the aggregate net proceeds, including the fair market value of any property, received by the Company since the date of the Indenture as a contribution to its equity capital or from the issue or sale of Equity Interests of the Company (other than Disqualified Interests) from the issue or sale of Disqualified Interests or debt securities of the Company that have been converted into such Equity Interests (other than Equity Interests (or Disqualified Interests or convertible debt securities) sold to a Subsidiary of the Company), together with the aggregate cash and Cash Equivalents received by the Company or any of its Restricted Subsidiaries at the time of such conversion or exchange plus the amount by which Indebtedness of the Company and its Restricted Subsidiaries is reduced upon the conversion or exchange subsequent to the date of the Indenture of any Indebtedness or Disqualified Interests which are convertible into or exchangeable for Qualified Capital Interests of the Company or any of its Restricted Subsidiaries, plus

(iii) 100% of the amount received, including the fair market value of any property received after the date of the Indenture by means of (A) the sale or other disposition (other than to the Company or a Restricted Subsidiary) of Restricted Investments made by the Company or its Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from the Company or its Restricted Subsidiaries and repayments of loans or advances which constitute

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Restricted Investments of the Company or its Restricted Subsidiaries or (B) the sale (other than to the Company or a Restricted Subsidiary) of the Capital Stock of an Unrestricted Subsidiary or a distribution from an Unrestricted Subsidiary (other than in each case to the extent the Investment in such Unrestricted Subsidiary constituted a Permitted Investment) or a dividend from an Unrestricted Subsidiary, plus

(iv) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary or the merger or consolidation of an Unrestricted Subsidiary into the Company or a Restricted Subsidiary or the transfer of assets of an Unrestricted Subsidiary to the Company or a Restricted Subsidiary, the fair market value of the Investment in such Unrestricted Subsidiary, (other than an Unrestricted Subsidiary to the extent the Investment in such Unrestricted Subsidiary constituted a Permitted Investment).

The Board of Directors may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if such designation would not cause a Default. For purposes of making such determination, all outstanding Investments by the Company and its Restricted Subsidiaries in the Subsidiary so designated will be deemed to be Restricted Payments at the time of such designation and will reduce the amount available for Restricted Payments under the first paragraph of this covenant. All such outstanding Investments will be deemed to constitute Investments in an amount equal to the fair market value of such Investments at the time of such designation. Such designation will only be permitted if such Restricted Payments would be permitted at such time and if such Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.

The foregoing provisions will not prohibit:

(i) the payment of any dividend or other distribution or redemption within 60 days after the date of declaration or call for redemption thereof, if at said date of declaration or call for redemption such payment would have complied with the provisions of the Indenture;

(ii) the making of any Restricted Payment in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Company) of, other Equity Interests of the Company (other than any Disqualified Interests) or from a contribution of capital to the Company; provided that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase, retirement, defeasance or other acquisition shall be excluded from clause (c)(ii) of the second preceding paragraph;

(iii) the defeasance, redemption, repurchase, replacement, extension, renewal, refinancing or retirement or other acquisition of subordinated Indebtedness or Disqualified Interests with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness;

(iv) the declaration, or payment of any dividend or other distribution by a Subsidiary of the Company to the holders of its common Equity Interests on a pro rata basis;

(v) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Company or any Subsidiary of the Company held by any current or former officer, director, employee, consultant or agent of Company or any of its Restricted Subsidiaries (or Heirs or other permitted transferees thereof) upon death, disability, retirement, severance or termination of employment or service or in connection with a stock option plan or agreement, shareholders agreement, or similar agreement, plan or arrangement, including amendments thereto; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed:

(a) $10.0 million in any calendar year, with unused amounts being available to be used in the following calendar year, but not in any succeeding calendar year; provided that such amount in any calendar year may be increased in an amount not to exceed the net cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of the Company to any officer, director, employee or agent of the Company or any Subsidiary of the Company that occurs after the date of the Indenture, to the extent such net cash proceeds have not otherwise been applied to make Restricted Payments pursuant to clause (c)(ii) of the preceding paragraph; plus

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(b) the cash proceeds of “key man” life insurance policies received by the Company and its Restricted Subsidiaries after the date of the Indenture that are used for the repurchase, redemption or other acquisition or retirement for value owned by the individual (or such individual’s estate) that is the subject of such insurance;

(vi) the repurchase of Equity Interests deemed to occur upon the exercise of options, warrants or other convertible securities to the extent such Equity Interests represent a portion of the exercise price of those options, warrants or other convertible securities and cash payments in lieu of the issuance of fractional shares in connection with the exercise of options, warrants, or other convertible securities;

(vii) the declaration and payment of regular quarterly dividends on the Company’s Equity Interests in accordance with past practice and not to exceed $0.05 per share;

(viii) the Company may exercise its right of redemption under the indenture governing the New Convertible Subordinated Debentures, and in connection therewith may make payments to the holders of the New Convertible Subordinated Debentures to the extent required to be settled by the Company in cash in accordance with the net share settlement provisions thereof in an amount not to exceed $115.0 million in the aggregate after the Issue Date (it being understood that cash payments in excess of such amount may be made pursuant to any other available exception to this covenant);

(ix) additional Restricted Payments not to exceed $100.0 million after the date of the Indenture;

(x) the repurchase of the Company’s Equity Interests (i) with the proceeds from the Specified Asset Sale in an amount not to exceed $65.0 million and (ii) otherwise in an amount not to exceed $35.0 million;

(xi) distributions or payments of Securitization Fees and purchases of Securitization Assets pursuant to a Securitization Repurchase Obligation in connection with a Qualified Securitization Financing;

(xii) any payments made in connection with the consummation of the Transactions on substantially the terms described in this prospectus;

(xiii) payment of intercompany subordinated debt, the incurrence of which was permitted under clause (vi) of the second paragraph of the covenant described under “—Limitation on Indebtedness”;

(xiv) the purchase of fractional shares by the Company upon conversion of any securities of the Company into Capital Interests of the Company;

(xv) the repurchase, redemption or other acquisition or retirement for value of subordinated Indebtedness or Disqualified Interests pursuant to the provisions similar to those described under the captions “Repurchase at the Option of Holders—Change of Control” and “Repurchase at the Option of Holders—Asset Sales”; provided that all Notes tendered by holders of the Notes in connection with the related Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed or acquired for value in full; and

(xvi) payment of dividends on Disqualified Interests of the Company or a Restricted Subsidiary, the Incurrence of which is permitted by the Indenture.

The amount of all Restricted Payments (other than cash) shall be the fair market value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Company or such Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair market value of any non-cash Restricted Payment shall be determined by the Board of Directors whose resolution with respect thereto shall be delivered to the Trustee, such determination to be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of national standing if such fair market value exceeds $20.0 million.

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Incurrence of Indebtedness

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt); provided, however, that the Company may incur Indebtedness (including Acquired Debt) and any of the Company’s Restricted Subsidiaries that is a Guarantor or, upon such incurrence becomes a Guarantor, may incur Indebtedness if, in each case, the Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred would have been at least 2.00 to 1, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom but without giving pro forma effect to any Indebtedness incurred on such date of determination pursuant to the following paragraph), as if the additional Indebtedness had been incurred, as the case may be, at the beginning of such four-quarter period.

The provisions of the first paragraph of this covenant will not apply to the incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”):

(i) the incurrence by the Company and its Restricted Subsidiaries (and the guarantee thereof by the Guarantors) of Indebtedness and letters of credit (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Company and its Restricted Subsidiaries thereunder) under the Credit Agreement in an aggregate amount not to exceed the greater of (x) $400 million or (y) 25% of Consolidated Total Assets; less the aggregate amount of all Net Proceeds of Asset Sales applied by the Company or any Restricted Subsidiary since the date of the Indenture to repay any term Indebtedness under the Credit Agreement or to repay any revolving credit Indebtedness under the Credit Agreement and effect a corresponding commitment reduction thereunder pursuant to the covenant described above under “—Asset Sales”;

(ii) Indebtedness outstanding on the Issue Date after giving effect to the intended use of proceeds of the Notes;

(iii) the incurrence by the Company (and the Guarantee thereof by the Guarantors) of Indebtedness represented by the Notes and the Note Guarantees issued on the Issue Date and the Exchange Notes and any related Note Guarantees to be issued therefor pursuant to the Registration Rights Agreement;

(iv) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case incurred for the purpose of financing all or any of the purchase price or cost of construction, installation, design, repair or improvement of real or personal property, plant or equipment used in the business of the Company or such Restricted Subsidiary (whether through the direct acquisition of such assets or the acquisition of Equity Interests of any Person owning such assets) and in an aggregate principal amount not to exceed the greater of (x) $25.0 million or (y) 2.0% of Consolidated Total Assets at any time outstanding;

(v) the incurrence by the Company or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to extend, redeem, renew, refund, refinance, defease, discharge, replace or retire for value Indebtedness permitted to be incurred by the Indenture (other than Indebtedness permitted under clause (i));

(vi) the incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries; provided, however, that (i) if the Company is the obligor on such Indebtedness, such Indebtedness is expressly subordinated to the prior payment in full in cash of all obligations with respect to the Notes and (ii) (A) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Subsidiary thereof and (B) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary thereof shall be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (vi);

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(vii) the incurrence by the Company or any of its Restricted Subsidiaries of Hedging Obligations that are incurred for the purpose of fixing or hedging interest rate risk or, commodity price risk or currency exchange rate risk, and in any such case not for speculative purposes;

(viii) the guarantee by the Company or any of the Guarantors of Indebtedness of the Company or a Restricted Subsidiary of the Company that was permitted to be incurred by another provision of this covenant; provided that if the Indebtedness being guaranteed is subordinated to the Notes or the Note Guarantees, then the guarantee shall be subordinated to the same extent as the Indebtedness guaranteed;

(ix) Indebtedness consisting of Permitted Investments of the kind described in clauses (f) and (k) of the definition of “Permitted Investments”;

(x) Indebtedness (a) consisting of indemnification obligations of the Company or any Restricted Subsidiary or (b) arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five business days of incurrence;

(xi) the incurrence by the Company or any of the Guarantors of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all outstanding Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (xi), not to exceed $50.0 million;

(xii) the incurrence by any of the Company’s Foreign Subsidiaries of Indebtedness in an aggregate principal amount not to exceed at any time, in the aggregate for all such Foreign Subsidiaries, the greater of (x) $5.0 million and (y) the sum of (i) 75% of the net book value of accounts receivable of all Foreign Subsidiaries and (ii) 75% of the net book value of inventory of all Foreign Subsidiaries;

(xiii) Indebtedness incurred by a Securitization Subsidiary in a Qualified Securitization Financing that is not recourse to the Company or any of its Restricted Subsidiaries, other than a Securitization Subsidiary (except for Standard Securitization Undertakings);

(xiv) Indebtedness arising from agreements of the Company or a Restricted Subsidiary of the Company providing for adjustment of purchase price, deferred payment, earn out or similar obligations, in each case, incurred or assumed in connection with the disposition or acquisition of any business or assets of the Company or a Restricted Subsidiary;

(xv) Indebtedness in respect of worker’s compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance obligations, bankers’ acceptances, letters of credit (not supporting Indebtedness for borrowed money), performance, surety, appeal and similar bonds and completion guarantees or similar obligations provided by the Company or a Restricted Subsidiary in the ordinary course of business;

(xvi) Indebtedness of the Company or any Restricted Subsidiary to the extent the proceeds of such Indebtedness are deposited and used to defease the Notes as described under “—Legal Defeasance and Covenant Defeasance” or “—Satisfaction and Discharge”;

(xvii) Indebtedness of the Company or any Restricted Subsidiary consisting of the financing of insurance premiums in the ordinary course of business; and

(xviii) Indebtedness of a Person incurred and outstanding on or prior to the date on which such Person was acquired by the Company or any Restricted Subsidiary of the Company or merged into the Company or a Restricted Subsidiary of the Company in accordance with the terms of the Indenture; provided that such Indebtedness is not incurred in connection with or in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, such acquisition or merger; and provided, further, that after giving pro forma effect to such incurrence of Indebtedness (A) the Company would have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the first

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paragraph of this covenant or (B) the Fixed Charge Coverage Ratio would be greater than such Fixed Charge Coverage Ratio immediately prior to such acquisition.

For purposes of determining compliance with this covenant, in the event that an item of Indebtedness (of any portion thereof) meets the criteria of more than one of the categories of Permitted Debt described in clauses (i) through (xviii) above or is entitled to be incurred pursuant to the first paragraph of this covenant, the Company, in its sole discretion, will be permitted to divide and classify such item of Indebtedness, (or any portion thereof) on the date of occurrence, and at any time and from time to time may reclassify in any manner that complies with this covenant. Additionally, all or any portion of any item of Indebtedness may later be reclassified as having been incurred pursuant to the first paragraph of this covenant or under any category of Permitted Debt described in clause (i) through (xix) above so long as such Indebtedness is permitted to be incurred pursuant to such provision at the time of reclassification. Accrual of interest, accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on Disqualified Stock in the form of additional shares of the same class of Disqualified Stock for purposes of this covenant shall not be deemed an incurrence of Indebtedness or an issuance of Disqualified Stock for purposes of this covenant; provided, in each such case, that the amount is included in Fixed Charges of the Company as accrued.

Limitation on Senior Subordinated Debt

The Company will not incur any Indebtedness that is contractually subordinate in right of payment to any Senior Debt of the Company unless it is pari passu or subordinate in right of payment to the Notes. No Guarantor will incur any Indebtedness that is contractually subordinate in right of payment to the Senior Debt of such Guarantor unless it is pari passu or subordinate in right of payment to such Guarantor’s Note Guarantee. For purposes of the foregoing, no Indebtedness will be deemed to be subordinated in right of payment to any other Indebtedness of the Company or any Guarantor, as applicable, solely by reason of any Liens or guarantees arising or created in respect of such other Indebtedness of the Company or any Guarantor or by virtue of the fact that the holders of any secured Indebtedness have entered into intercreditor agreements giving one or more of such holders priority over the other holders in the collateral held by them.

Liens

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien securing Indebtedness on any asset now owned or hereafter, acquired, or any income or profits therefrom, except Permitted Liens, unless contemporaneously therewith:

(i) in the case of any Lien securing Indebtedness that ranks pari passu with the Notes or a Note Guarantee, effective provision is made to secure the Notes or such Note Guarantee, as the case may be, at least equally and ratably with or prior to such obligation with a Lien on the same collateral; and

(ii) in the case of any Lien securing Indebtedness that is subordinated in right of payment to the Notes or a Note Guarantee, effective provision is made to secure the Notes or such Note Guarantee as the case may be, with a Lien on the same collateral that is prior to the Lien securing such subordinated obligation,

in each case, for so long as such Indebtedness is secured by such Lien (such Lien, “Primary Lien”).

Any Lien created for the benefit of the Holders of the Notes pursuant to the immediately preceding paragraph shall automatically and unconditionally be released and discharged upon the release and discharge of the Primary Lien, without any further action on the part of any Person.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

(i) (a) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries on its Capital Interests or (b) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries,

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(ii) make loans or advances to the Company or any of its Restricted Subsidiaries or

(iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.

However, the foregoing restrictions will not apply to encumbrances or restrictions existing under or by reason of:

(a) the Indenture, the Notes, the Note Guarantees and the Exchange Notes and the related Guarantees to be issued in exchange therefor pursuant to the Registration Rights Agreement;

(b) applicable law, rule or regulation or order;

(c) any instrument governing Indebtedness (including Acquired Debt) or Capital Interests of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Interest was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of any such agreements or instruments (provided that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in the agreements governing such original agreement or instrument); provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of the Indenture to be incurred;

(d) non-assignment provisions in leases, contracts, licenses and other agreements entered into in the ordinary course of business;

(e) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions of the nature described in clause (iii) above on the property so acquired;

(f) any agreement for the sale or other disposition of Equity Interests or assets of a Restricted Subsidiary or an agreement entered into for the sale of specified assets that restrict the sale of assets, distributions, loans on transfers by that Restricted Subsidiary pending such sale or other disposition;

(g) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;

(h) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of the Board of Directors of the Company, which limitation is applicable only to the assets that are the subject of such agreements;

(i) purchase money indebtedness otherwise permitted to be incurred pursuant to the provisions of the covenant described above under the caption “—Liens” that limits the right of the debtor to dispose of the assets securing such Indebtedness;

(j) restrictions in other Indebtedness incurred in compliance with the covenant described under the caption “—Incurrence of Indebtedness”; provided that such restrictions, taken as a whole, are, in the good faith judgment of the Company’s Board of Directors not materially more restrictive with respect to such encumbrances and restrictions than those contained in the Credit Agreement and the Indenture;

(k) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of the Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of the Indenture;

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(l) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of the covenant described under the caption “—Liens” that limit the right of the debtor to dispose of the assets subject to such Liens;

(m) any restriction on cash or other deposits or net worth provisions in leases and other agreements entered into in the ordinary course of business;

(n) any encumbrance or restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or a portion of the Capital Interests or assets of such Restricted Subsidiary pending the closing of such sale or disposition;

(o) with respect to clause (iii) of the first paragraph, (i) any such encumbrance or restriction consisting of customary nonassignment, subletting or transfer provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; and (ii) encumbrance or restrictions contained in security agreements, pledges or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements, pledges or mortgages; and

(p) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (a) through (m) above; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, in the good faith judgment of the Board of Directors of the Company, taken as a whole, than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Merger, Consolidation or Sale of Assets

The Company may not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another corporation, Person or entity unless

(i) either (a) the Company is the surviving corporation or (b) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation, limited liability company or limited partnership organized or existing under the laws of the United States, any state thereof or the District of Columbia; provided that, in case of a limited liability company or a partnership, a co-obligor of the Notes is a corporation;

(ii) the entity or Person formed by or surviving any such consolidation or merger (if other than the Company) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Registration Rights Agreement, the Notes and the Indenture pursuant to agreements in form and substance reasonably satisfactory to the Trustee;

(iii) immediately after giving effect to such transaction no Default or Event of Default exists; and

(iv) either (a) the Company or the entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made, will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described above under the caption “—Incurrence of Indebtedness” or (b) the Fixed Charge Coverage Ratio is equal to or greater than it is immediately prior to such transaction or series of transactions.

The predecessor company will be released from its obligations under the Indenture and the successor company will succeed to, and be substituted for, and may exercise every right and power of, the Company

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under the Indenture; provided that in the case of a lease of all its assets, the predecessor will not be released from the obligation to pay the principal of and interest on the Notes.

No Guarantor may consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another corporation, Person or entity whether or not affiliated with such Guarantor unless:

(i) subject to the provisions of the following paragraph, the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) assumes all the obligations of such Guarantor under the Notes, the Indenture and the Registration Rights Agreement pursuant to agreements in form and substance reasonably satisfactory to the Trustee; and

(ii) immediately after giving effect to such transaction, no Default or Event of Default exists.

This “Merger, Consolidation or Sale of Assets” covenant will not apply to a merger of the Company or a Guarantor with an Affiliate solely for the purpose, and with the effect, of reincorporating the Company or such a Guarantor, as the case may be, in another jurisdiction of the United States. In addition, nothing in this “Merger, Consolidation or Sale of Assets” covenant will prohibit any Restricted Subsidiary from consolidating or amalgamating with, merging with or into or conveying, transferring or leasing, in one transaction or a series of transactions, all or substantially all of its assets, to the Company or another Restricted Subsidiary.

Transactions with Affiliates

The Company will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an “Affiliate Transaction”), unless

(i) such Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person; and

(ii) the Company delivers to the Trustee (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, a resolution of the Board of Directors set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (i) above and that such Affiliate Transaction has either been approved by a majority of the disinterested members of the Board of Directors or has been approved in an opinion issued by an accounting, appraisal or investment banking firm of national standing as being fair to the Holders from a financial point of view and (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $20.0 million, an opinion as to the fairness to the Holders of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing.

Notwithstanding the foregoing, the following items shall not be deemed to be Affiliate Transactions:

(i) any employment agreement or arrangements, consulting, non-competition, confidentiality, indemnity or similar agreement, incentive compensation plan, benefit arrangements or plan, severance or expense reimbursement arrangement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business of the Company or such Restricted Subsidiary;

(ii) transactions between or among the Company and/or its Restricted Subsidiaries;

(iii) payment of reasonable directors fees to directors of the Company or any Restricted Subsidiary of the Company and other reasonable fees, compensation, benefits and indemnities paid or entered into with directors, officers and employees of the Company or any Restricted Subsidiary of the Company;

(iv) Restricted Payments that are permitted by the provisions of the Indenture described above under the caption “—Restricted Payments” and Permitted Investments;

(v) any transaction with a Securitization Subsidiary effected as part of a Qualified Securitization Financing;

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(vi) the entering into of a registration rights agreement with the stockholders or debtholders of the Company;

(vii) the issuance or sale of any Capital Stock (other than Disqualified Interests) of the Company and the granting of other customary rights in connection therewith; and

(viii) any agreement as in effect on the Issue Date or any amendments, renewals or extensions of any such agreement (so long as such amendments, renewals or extensions are not less favorable to the Company or the Restricted Subsidiaries) and the transactions evidenced thereby.

Payments for Consent

Neither the Company nor any of its Subsidiaries will, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder of any Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture or the Notes unless such consideration is offered to be paid or is paid to all Holders of the Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or amendment.

Subsidiary Guarantees

If any of the Company’s Subsidiaries shall guarantee the Credit Agreement or shall become directly liable for obligations under the Credit Agreement, then such Subsidiary shall, within ten Business Days, become a Guarantor and execute a Supplemental Indenture and deliver an Opinion of Counsel, in accordance with the terms of the Indenture.

Reports

Whether or not required by the rules and regulations of the Securities and Exchange Commission (the “Commission”), so long as any Notes are outstanding, the Company will furnish to the Trustee on behalf of the Holders of Notes (i) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries (showing in reasonable detail, either on the face of the financial statements or in the footnotes thereto and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company) and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants and (ii) all current reports that would be required to be filed with the Commission on Form 8-K if the Company were required to file such reports, in each case within the time periods specified in the Commission’s rules and regulations (together with any extensions granted by the Commission); provided, however, that if the Commission will accept the filings of the Company, the Company, at its option, need not furnish such reports to the Trustee to the extent it elects to file such reports with the Commission. In addition, following the consummation of the exchange offer contemplated by the Registration Rights Agreement, whether or not required by the rules and regulations of the Commission, the Company will file a copy of all such information and reports with the Commission for public availability within the time periods specified in the Commission’s rules and regulations (unless the Commission will not accept such a filing). In addition, the Company and the Guarantors have agreed that, for so long as any Notes remain outstanding, they will furnish to the Holders, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Events of Default and Remedies

The Indenture provides that each of the following constitutes an Event of Default:

(i) default for 30 days in the payment when due of interest on the Notes;

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(ii) default in payment when due of the principal of or premium, if any, on the Notes (whether or not the payment is prohibited by the subordination provisions of the Indenture);

(iii) a default by the Company or any Guarantor in the observance or performance of any other covenant or agreement contained in the Indenture which default continues for a period of 60 days after the Company or such Guarantor receives written notice specifying the default (and demanding that such default be remedied and stating that such notice is a “Notice of Default”) from the Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes (except in the case of a default with respect to the “Merger, Consolidation and Sale of Assets” covenant, which will constitute an Event of Default with such notice requirement but without such passage of time requirement);

(iv) the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the principal amount of any Indebtedness of the Company or any Restricted Subsidiary of the Company or the acceleration of the final stated maturity of any such Indebtedness, if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final maturity or which has been accelerated, aggregates $10.0 million or more at any time and such failure shall not have been cured or waived within 30 days thereof;

(v) failure by the Company or any of its Subsidiaries to pay final judgments (to the extent such judgments are not paid or covered by an insurance carrier or pursuant to which the Company is not indemnified by a third party who has agreed to honor such obligation) aggregating in excess of $10.0 million, which judgments are not paid, discharged or stayed for a period of 60 days after such judgments have become final and non-appealable;

(vi) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries; and

(vii) except as permitted by the Indenture, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligation under its Note Guarantee.

If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes shall notify the Company in writing, specifying the Event of Default, demanding that the Default be remedied and stating that such notice is a “Notice of Default” following which such Holders may declare all the Notes to be due and payable immediately. Upon such declaration of acceleration pursuant to a Notice of Default, the aggregate principal of and accrued and unpaid interest on the outstanding Notes shall become due and payable without further action or notice; provided, however, that in the event of a declaration of acceleration because an Event of Default set forth in clause (iv) above has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the failure to pay or acceleration triggering such Event of Default pursuant to clause (iv) shall be remedied or cured or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable without further action or notice. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium or interest) if it determines that withholding notice is in their interest. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture and under the Trust Indenture Act.

The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive, rescind or cancel any declaration of an

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existing or past Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes (other than nonpayment of principal or interest that has become due solely because of acceleration).

The Company is required to deliver to the Trustee annually within 120 days after the end of each fiscal year a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee within 30 days after the occurrence thereof a statement specifying such Default or Event of Default.

No Personal Liability of Directors, Officers, Employees and Stockholders

No past, future or present director, officer, employee, partner, manager, agent, member (or Person forming any limited liability company), incorporator or stockholder of the Company or any Guarantor, as such, shall have any liability for any obligations of the Company or any Guarantor under the Notes, the Note Guarantees or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note and Note Guarantee waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes and Note Guarantee. Such waiver may not be effective to waive liabilities under the federal securities laws.

Legal Defeasance and Covenant Defeasance

The Company may, at its option and at any time, elect to have all of its obligations discharged with respect to the outstanding Notes (“Legal Defeasance”) except for:

(i) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due from the trust referred to below,

(ii) the Company’s obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust,

(iii) the rights, powers, trusts, duties and immunities of the Trustee, and the Company’s obligations in connection therewith and

(iv) the Legal Defeasance provisions of the Indenture.

In addition, the Company may, at its option and at any time, elect to have the obligations of the Company released with respect to certain covenants that are described in the Indenture (“Covenant Defeasance”) and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to the Notes. In the event Covenant Defeasance occurs, certain events (not including (i) nonpayment and (ii) bankruptcy, receivership, rehabilitation and insolvency events with respect to the Company) described under “—Events of Default” will no longer constitute an Event of Default with respect to the Notes.

In order to exercise either Legal Defeasance or Covenant Defeasance,

(i) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, noncallable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent investment bank, appraisal firms or public accountants, to pay the principal of, premium, if any, and interest on the outstanding Notes on the stated maturity or on the applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity or to a particular redemption date;

(ii) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an opinion of counsel in the United States reasonably acceptable to the Trustee confirming that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of the Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel shall confirm that, the Holders of the outstanding

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Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(iii) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an opinion of counsel in the United States reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(iv) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit);

(v) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than the Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound including, without limitation, the Credit Agreement;

(vi) the Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; and

(vii) the Company must deliver to the Trustee an Officers’ Certificate and an opinion of counsel, each stating that all conditions precedent provided for relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Transfer and Exchange

A Holder may transfer or exchange Notes in accordance with the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company is not required to transfer or exchange any Note selected for redemption. Also, the Company is not required to transfer or exchange any Note for a period of 15 days before a selection of Notes to be redeemed.

The registered Holder of a Note will be treated as the owner of it for all purposes.

Satisfaction and Discharge

The Indenture will be discharged and will cease to be of further effect (except as to surviving rights or registration of transfer or exchange of the Notes, as expressly provided for in the Indenture) as to all outstanding Notes when

(1) either

(a) all the Notes theretofore authenticated (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation; or

(b) all Notes not theretofore delivered to the Trustee for cancellation (1) have become due and payable or (2) will become due and payable within one year, or are to be called for redemption within one year, under arrangements reasonable satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company has irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for

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cancellation, for principal of, premium, if any, and interest on the Notes to the date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be;

(2) the Company has paid all other sums payable under the Indenture by the Issuer; and

(3) the Company has delivered to the Trustee an officers’ certificate and an opinion of counsel stating that all conditions precedent under the Indenture relating to the satisfaction and discharge of the Indenture have been complied with.

Amendment, Supplement and Waiver

Except as provided in the next two succeeding paragraphs, the Indenture, the Notes or the Note Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and any existing Default or Event of Default or compliance with any provision of the Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes); provided, that without the consent of each Holder affected, an amendment or waiver may not (with respect to any Notes held by a nonconsenting Holder):

(i) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;

(ii) reduce the principal of or change the fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes (other than provisions relating to the covenants described above under the caption “—Repurchase at the Option of Holders”);

(iii) reduce the rate of or change the time for payment of interest on any Note;

(iv) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration);

(v) make any Note payable in money other than that stated in the Notes;

(vi) make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of or premium, if any, or interest on the Notes;

(vii) after the Company’s obligation to purchase Notes arises under the Indenture, amend, change or modify in any material respect the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control or make and consummate an Asset Sale Offer with respect to any Asset Sale that has been consummated or modify any of the provisions or definitions with respect thereto;

(viii) make any change in the subordination provisions of the Indenture that would adversely affect the Holders of Notes;

(ix) release any Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or the Indenture otherwise than in accordance with the terms of the Indenture; or

(x) make any change in the foregoing amendment and waiver provisions.

However, no amendment may be made to the subordination and legal and covenant defeasance provisions of the Indenture that would adversely affect the rights of any holder of Designated Senior Debt then outstanding unless the holders of such Designated Senior Debt (or a representative thereof authorized to give consent) consents to such amendment.

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The consent of the Holders is not necessary under the Indenture to approve the particular form of any proposed amendment, waiver or consent. It is sufficient if the consent approves the substance of the proposed amendment, waiver or consent.

Notwithstanding the foregoing, without the consent of any Holder of Notes, the Company and the Trustee may amend or supplement the Indenture or the Notes (i) to cure any ambiguity, defect or inconsistency, (ii) to provide for uncertificated Notes in addition to or in place of certificated Notes, (iii) to provide for the assumption of the Company’s obligations to Holders of Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s assets, (iv) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, (v) to comply with requirements of the Commission in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act, (vi) to conform the text of the Indenture, the Note Guarantees or the Notes to any provision of this Description of the Exchange Notes to the extent that such provision in the Indenture was intended to be a verbatim recitation of a provision of this Description of the Exchange Notes, the Note Guarantees or the Notes, (vii) to provide for the issuance of additional Notes in accordance with the limitations set forth in the Indenture as of the date of the Indenture, (viii) to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee, or (ix) to comply with the rules of any applicable securities depository, (x) to add a co-issuer or co-obligor of the Notes or (xi) to evidence and provide for the acceptance of appointment by a successor Trustee in accordance with the applicable provisions of the indenture.

Concerning the Trustee

The Indenture contains certain limitations on the rights of the Trustee, should it become a creditor of the Company, to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the Commission for permission to continue or resign.

The Holders of a majority in principal amount of the then outstanding Notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. The Indenture provides that if an Event of Default shall occur (which shall not be cured), the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent person in the conduct of such person’s own affairs. Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of Notes, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

Certain Definitions

Set forth below are certain defined terms used in the Indenture. Reference is made to the Indenture for a full disclosure of all such terms, as well as any other capitalized terms used herein for which no definition is provided.

“Acquired Debt” means, with respect to any specified Person, (i) (a) Indebtedness of any other Person existing at the time such other Person is merged or consolidated with or into or becomes a Subsidiary of such specified Person or (b) assumed by such specified Person in connection with an acquisition of any Equity Interests or assets of such other Person, including, without limitation, Indebtedness incurred in connection with, or in contemplation of, such other Person merging or consolidating with or into or becoming a Subsidiary of such specified Person, and (ii) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the

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power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that beneficial ownership of 10% or more of the Voting Stock of a Person shall be deemed to be control.

“Applicable Premium” means, with respect to a note on any redemption date, the excess of (A) the present value at such time of (i) the redemption price of such note at March 15, 2012 plus (ii) all remaining interest payments due on such note through and including March 15, 2012 (excluding any interest accrued to the redemption date), discounted on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) from March 15, 2012 to the redemption date using a discount rate equal to the Applicable Treasury Rate plus 50 basis points, over (B) the principal amount of such note; provided that in no event shall the Applicable Premium be less than zero.

“Applicable Treasury Rate” for any redemption date, means the yield to maturity at the time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15(519) that has become publicly available at least two Business Days prior to the redemption date of such note (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to March 15, 2012; provided, however, that if the period from the redemption date to March 15, 2012 is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Applicable Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given except that if the period from the redemption date to March 15, 2012 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used.

“Asset Acquisition” means, with respect to any Person, (1) an Investment by such Person or any Restricted Subsidiary of such Person in any third Person pursuant to which such third Person shall become a Restricted Subsidiary of such Person or any Restricted Subsidiary of such Person, or shall be merged with or into such Person or any Restricted Subsidiary of such Person, or (2) the acquisition by such Person or any Restricted Subsidiary of such Person of the assets of any third Person (other than a Restricted Subsidiary of such Person) which constitute all or substantially all of the assets of such third Person or comprises any division or line of business of such third Person or any other properties or assets of such third Person other than in the ordinary course of business.

“Asset Sale” means (i) the sale, lease, conveyance or other disposition of any assets or rights (including, without limitation, by way of a sale and leaseback), in each case other than in the ordinary course of business (provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company and its Subsidiaries taken as a whole will be governed by the provisions of the Indenture described above under the caption “—Change of Control” and/or the provisions described above under the caption “—Merger, Consolidation, or Sale of Assets” and not by the provisions of the Asset Sale covenant), and (ii) the issue or sale by the Company or any of its Subsidiaries of Equity Interests of any of the Company’s Restricted Subsidiaries other than director’s qualifying shares or shares required by applicable law to be held by a Person other than the Company or a Restricted Subsidiary, in the case of either clause (i) or (ii), whether in a single transaction or a series of related transactions (a) that have a fair market value in excess of $2.0 million or (b) for net proceeds in excess of $2.0 million. Notwithstanding the foregoing, the following items shall not be deemed to be Asset Sales: (i) a transfer, sale or other disposition of assets by the Company to a Restricted Subsidiary or by a Restricted Subsidiary to the Company or to another Restricted Subsidiary, (ii) an issuance, sale, transfer or other disposition of Equity Interests by a Restricted Subsidiary to the Company or to another Restricted Subsidiary, (iii) a Restricted Payment that is permitted by the covenant described above under the caption “—Restricted Payments” or a Permitted Investment, (iv) any sale, lease, sublease or other disposition of assets that are no longer used, or are damaged, worn-out or obsolete, by the Company or any of its Restricted Subsidiaries; (v) issuance of Equity Interests by a Restricted Subsidiary of the Company in which the Company’s percentage interest (direct and indirect) in the Equity Interests of such Restricted Subsidiary, after giving effect to such issuance, is at least equal to its percentage interest prior thereto; (vi) the sale or other disposition of Cash Equivalents or Marketable Securities; (vii) the sale, lease,

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sublease, license, sublicense or consignment of accounts receivable, equipment, inventory, real property, or other assets in the ordinary course of business, including leases or subleases with respect to facilities which are temporarily not in use or pending their disposition; (viii) trade or exchange of assets of equivalent fair market value; (ix) the licensing of intellectual property or other general intangibles to third Persons on customary terms as determined by the Board of Directors in good faith; (x) the good faith surrender or waiver of contract rights or the settlement, release or surrender of claims of any kind; (xi) the sale or other disposal of property or assets pursuant to the exercise of any remedies pursuant to the Credit Agreement or the other security documents relating to any Indebtedness permitted under the Indenture; (xii) sales of Securitization Assets and related assets of the type specified in the definition of “Securitization Financing” to a Securitization Subsidiary in connection with any Qualified Securitization Financing; (xiii) a transfer of Securitization Assets and related assets of the type specified in the definition of “Securitization Financing” (or a fractional undivided interest therein) by a Securitization Subsidiary in a Qualified Securitization Financing; (xiv) creating or granting of Liens (and any sale or disposition thereof or foreclosure thereon) not prohibited by the Indenture; (xv) grants of credits or allowances in the ordinary course of business and (xvi) condemnations on or the taking by eminent domain of property or assets.

“Attributable Debt” in respect of a sale and leaseback transaction means, at the time of determination, the present value (discounted at the rate of interest implicit in such transaction, determined in accordance with GAAP) of the obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and leaseback transaction (including any period for which such lease has been extended.

“Business Day” means a day other than a Saturday, Sunday or other day on which banking institutions in New York are authorized or required by law to close.

“Capital Interests” means (i) in the case of a corporation, corporate stock, (ii) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock, (iii) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited) and (iv) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person (other than earn-outs or similar consideration payable in connection with an acquisition).

“Capital Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized on a balance sheet in accordance with GAAP.

“Cash Equivalents” means:

(i) United States dollars;

(ii) securities issued or directly and fully guaranteed or insured by (a) United States government, (ii) the United Kingdom, (iii) any government of a member state of the European Union whose currency is the euro or (iv) any agency or instrumentality of any of the foregoing (provided that the full faith and credit of the United States, the United Kingdom or the applicable member state, as the case may be, is pledged in support thereof), in each case having maturities of not more than twelve months from the date of acquisition;

(iii) certificates of deposit and eurodollar time deposits with maturities of twelve months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding twelve months and overnight bank deposits, in each case with any lender party to the Credit Agreement or with any commercial bank organized under the laws of the United States of America or any state thereof or the District of Columbia or any foreign country recognized by the United States of America having capital and surplus, at the time of acquisition thereof, in excess of $500 million (or foreign currency equivalent thereof) and a Thompson Bank Watch Rating of “B” or better;

(iv) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (ii) and (iii) above entered into with any financial institution meeting the qualifications specified in clause (iii) above;

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(v) commercial paper having the highest rating obtainable from Moody’s Investors Service, Inc. or Standard & Poor’s Rating Services, Inc. and in each case maturing within twelve months after the date of acquisition;

(vi) readily marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within one year from the date of acquisition thereof and, at the time of acquisition thereof, having one of the two highest ratings obtainable from either Standard & Poor’s Rating Services, Inc. or Moody’s Investors Service, Inc.;

(vii) in the case of any Restricted Subsidiary organized or having its principal place of business outside the United States, investments denominated in the currency of the jurisdiction in which such Restricted Subsidiary is organized or has its principal place of business which are similar to the items specified in clauses (i) through (vi); and

(viii) money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (i) through (vii) of this definition.

“Code” means the Internal Revenue Code of 1986, as amended.

“Consolidated Cash Flow” means, with respect to any Person, for any period, the sum (without duplication) of:

(i) Consolidated Net Income; and

(ii) to the extent Consolidated Net Income has been reduced thereby:

(a) all income taxes of such Person and its Restricted Subsidiaries, paid or accrued in accordance with GAAP for such period;

(b) Consolidated Interest Expense; and

(c) Consolidated Non-Cash Charges;

all as determined on a consolidated basis for such Person and its Restricted Subsidiaries in accordance with GAAP.

“Consolidated Interest Expense” means, with respect to any Person for any period, the sum of, without duplication, the aggregate interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued and whether or not capitalized (including, without limitation, amortization of original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations (paid, accrued and/or scheduled to be paid or accrued), imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net payments (if any) pursuant to Hedging Obligations (including fees and premiums), but excluding amortization of debt issuance costs, to the extent that any such expense was deducted in computing such Consolidated Net Income on a consolidated basis for such Person and its Restricted Subsidiaries and determined in accordance with GAAP.

“Consolidated Net Income” means, with respect to any Person, for any period, the aggregate net income (or loss) of such Person and its Restricted Subsidiaries for such period on a consolidated basis, determined in accordance with GAAP, provided that there shall be excluded therefrom (without duplication):

(1) gains or losses from Asset Sales (without regard to the $2.0 million threshold set forth in the definition thereof) or other dispositions, abandonments or reserves relating thereto or the extinguishment of any Indebtedness, together with any related provision for taxes on such gains or losses;

(2) any unusual, extraordinary or non-recurring gain, loss, charge or expense, (including, without limitation, retention, severance, systems establishment cost, excess pension charges, contract termination restructuring costs and litigation settlements or losses) together with any related provision for taxes on such unusual, extraordinary or non-recurring gain, loss, charge or expense;

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(3) the net income or loss of any Person acquired prior to the date it becomes a Restricted Subsidiary of the referent Person or is merged or consolidated with the referent Person or any Restricted Subsidiary of the referent Person, subject to clause (5) below;

(4) solely for purpose of calculating Consolidated Net Income to determine the amount of Restricted Payments permitted under the covenant described under the caption “Certain Covenants—Restricted Payments,” the net income (but not loss) of any Subsidiary of the Company (excluding in the case of the Company or any of its Restricted Subsidiaries, any Restricted Subsidiary that is a Guarantor or a Foreign Subsidiary) to the extent that the declaration of dividends or similar distributions by that Subsidiary of that income is restricted by a contract, operation of law or otherwise, except to the extent that such net income is actually, or permitted to be, paid to the Company or a Restricted Subsidiary thereof by loans, advances, intercompany transfers, principal repayments or otherwise;

(5) the net income of any Person, other than a Restricted Subsidiary of the referent Person, except to the extent of cash dividends or distributions paid to the referent Person or to a Restricted Subsidiary of the referent Person by such Person;

(6) income or loss attributable to discontinued operation (including, without limitation, operations disposed of during such period whether or not such operations were classified as discontinued);

(7) in the case of a successor to the referent Person by consolidation or merger or as a transferee of the referent Person’s assets, any earnings of the successor corporation prior to such consolidation, merger or transfer of assets;

(8) the cumulative effect of a change in accounting principles;

(9) any non-cash compensation charges or other non-cash expenses, or charges arising from the grant or issuance or repricing of stock, stock options or other equity-based awards or any amendment, modification, substitution or change of any such stock, options or other equity-based awards;

(10) the effect of any non-cash items resulting from any amortization, write-up, write-down or write-off of assets (including intangible assets, goodwill and deferred financing costs in connection with the Transactions or any future acquisition, disposition, merger, consolidation or similar transaction or any other non-cash impairment charges incurred subsequent to the date of the Indenture resulting from the application of SFAS Nos. 141, 142 or 144 (excluding any such non-cash item to the extent that it represents an accrual of or reverse for cash expenditures in any future period except to the extent such item is subsequently reversed));

(11) any net gain or loss resulting from Hedging Obligations (including pursuant to the application of SFAS No. 133);

(12) gains and losses due solely to fluctuations in currency values and the related tax effects;

(13) non-cash losses, expenses and charges incurred in connection with restructuring within the Company and/or one or more Restricted Subsidiaries, including in connection with integration of acquired businesses or Persons, disposition of one or more Subsidiaries or businesses, exiting of one or more lines of businesses and relocation or consolidation of facilities;

(14) any increase in amortization or depreciation or any one time non-cash charges (such as capitalized manufacturing profit in inventory) resulting from purchase accounting; and

(15) any amortization or write-offs of debt issuance or deferred financing costs and premiums and prepayment penalties.

“Consolidated Non-Cash Charges” means, with respect to any Person and its Restricted subsidiaries, for any period, depreciation, amortization (including amortization of goodwill and other intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash charges, expenses or losses, including any impairment charges and the impact of purchase accounting, such as the amortization of inventory step-up (but excluding any such non-cash expense to the extent that it represents an accrual of or

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reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of any Person and its Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income, minus non-cash items increasing such Consolidated Net Income for such period (other than accruals of revenue in the ordinary course of business and reversals in such period of an accrual of, or reserve for, a cash charge in another period) on a consolidated basis for such Person and its Restricted Subsidiaries and determined in accordance with GAAP.

“Consolidated Total Assets” means, as of any date, the total assets of the Company and the Restricted Subsidiaries on a consolidated basis (determined in accordance with GAAP) at the end of the fiscal quarter immediately preceding such date.

“Credit Agreement” means the credit agreement in effect on the Closing Date among the Company, Wachovia Bank, National Association as agent and the lenders party thereto and any related notes, collateral documents, letters of credit and guarantees, including any appendices, exhibits or schedules to any of the foregoing (as the same may be in effect from time to time), in each case, as such agreements may be amended, modified, renewed, refunded, replaced, restated, substituted, refinanced, supplemented or restated from time to time (whether with the original agents and lenders or other agents or lenders or otherwise all or any portion of the Indebtedness under such agreement or any successor or replacement agreement and whether by the same or any other agent, lender or group of lenders.

“Default” means any event that is or with the passage of time or the giving of notice or both would be an Event of Default.

“Designated Senior Debt” means:

(1) any Indebtedness outstanding under the Credit Agreement; and

(2) any other Senior Debt permitted under the indenture the principal amount of which is $25.0 million or more and that has been designated by the Company as “Designated Senior Debt.”

“Disqualified Interests” means any Capital Interests that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, at the option of the holder thereof), or upon the happening of any event (other than an event that would constitute a Change of Control), (i) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or (ii) redeemable at the sole option of the Holder thereof (except in each case, upon the occurrence of a Change of Control or Asset Sale to the extent such Capital Interest is only redeemable or exchangeable into Qualified Capital Interests), in whole or in part, on or prior to the date on which the Notes mature, for cash or is convertible into or exchangeable for debt securities of the Company or its Subsidiaries at any time prior to such date; provided, however, that only the portion of Capital Interest which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such dates shall be deemed to be Disqualified Interests; provided, further however, that any Capital Interests that would constitute Disqualified Interests solely because the holders thereof have the right to require the Company to repurchase or redeem such Capital Interests upon the occurrence of a Change of Control or an Asset Sale occurring prior to the Stated Maturity of the Notes shall not constitute Disqualified Interests if any such requirement only becomes operative after compliance with repurchase and redemption terms applicable to the Notes, including the purchase of any Notes tendered pursuant thereto.

“Equity Interests” means Capital Interests and all warrants, options or other rights to acquire Capital Interests (but excluding any debt security that is convertible into, or exchangeable for, Capital Interests).

“Fixed Charge Coverage Ratio” means, with respect to any Person, the ratio of total Consolidated Cash Flow of such Person during the period of four consecutive fiscal quarters of the Company (the “Four Quarter Period”) ending prior to the date of the transaction giving rise to the need to calculate the Fixed Charge Coverage Ratio for which financial statements are available (the “FCCR Transaction Date”) to Fixed Charges of such Person for the Four Quarter Period. In addition to and without limitation of the foregoing, for purposes

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of this definition, Consolidated Cash Flow and Fixed Charges shall be calculated after giving effect on a pro forma basis for the period of such calculation to:

(1) the incurrence or repayment of any Indebtedness (but without giving pro forma effect to any Indebtedness incurred on such date of determination under paragraph (b) of the covenant described under “Certain Covenants—Incurrence of Indebtedness”) of such Person or any of its Restricted Subsidiaries, or the issuance or redemption of any preferred stock by such Person or any of its Restricted Subsidiaries (in each case, and the application of the proceeds thereof) giving rise to the need to make such calculation and any incurrence or repayment of other Indebtedness (or the issuance or redemption or other repayment of any other preferred stock) by such Person or any of its Restricted Subsidiaries (in each case, and the application of the proceeds thereof), other than the incurrence or repayment of Indebtedness in the ordinary course of business for working capital purposes pursuant to working capital facilities, occurring during the Four Quarter Period or at any time subsequent to the last day of the Four Quarter Period and on or prior to the FCCR Transaction Date, as if such incurrence or repayment, as the case may be (and the application of the proceeds thereof), occurred on the first day of the Four Quarter Period; and

(2) any asset sales or other dispositions or Asset Acquisitions (including, without limitation, any Asset Acquisition giving rise to the need to make such calculation as a result of such Person or one of its Restricted Subsidiaries (including any Person who becomes a Restricted Subsidiary as a result of the Asset Acquisition) incurring, assuming or otherwise liable for Acquired Debt and also including any Consolidated Cash Flow attributable to-the assets which are the subject of the Asset Acquisition or asset sale or other disposition during the Four Quarter Period) occurring during the Four Quarter Period or at any time subsequent to the last day of the Four Quarter Period and on or prior to the FCCR Transaction Date, as if such asset sale or other disposition or Asset Acquisition (including the incurrence, assumption or liability for any such Indebtedness) occurred on the first day of the Four Quarter Period.

In calculating Fixed Charges attributable to interest on any Indebtedness computed on a pro forma basis, (a) interest on outstanding Indebtedness determined on a fluctuating basis as of the FCCR Transaction Date and which will continue to be so determined thereafter shall be deemed to have accrued at a fixed rate per annum equal to the rate of interest on such Indebtedness in effect on the FCCR Transaction Date; (b) if interest on any Indebtedness actually incurred on the FCCR Transaction Date may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rates, then the interest rate in effect on the FCCR Transaction Date will be deemed to have been in effect during the four-quarter period; and (c) notwithstanding clause (a) above, interest on Indebtedness determined on a fluctuating basis, to the extent such interest is covered by agreements relating to interest rate swaps, caps or collars, shall be deemed to accrue at the rate per annum resulting after giving effect to the operation of such agreement.

“Fixed Charges” means, with respect to any Person for any period, the sum, without duplication, of

(i) the Consolidated Interest Expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued; and

(ii) the product of (a) all cash dividend payments on any series of Disqualified Interests of such Person or preferred equity of such Person or any of its Restricted Subsidiaries paid during such period to any Person other than such Person or any of its Restricted Subsidiaries times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, on a consolidated basis and in accordance with GAAP.

“Foreign Subsidiaries” means any Subsidiary of the Company which was not formed under the laws of the United States or any state of the United States or the District of Columbia and any Subsidiary of such Person.

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity

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as have been approved by a significant segment of the accounting profession, as in effect on the date of the Indenture.

“Guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof), of all or any part of any Indebtedness.

“Guarantors” means any Subsidiary of the Company or of any co-issuer or co-obligor of the Notes that executes a Note Guarantee in accordance with the provision of the Indenture, and their respective successors and assigns.

“Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under (i) interest rate swap agreements, interest rate cap agreements, interest rate collar agreements and other agreements or arrangements designed for the purpose of fixing, hedging or swapping interest rate risk; (ii) commodity swap agreements, commodity option agreements, forward contracts and other agreements or arrangements designed for the purpose of fixing, hedging or swapping commodity price risk; and (iii) foreign exchange contracts, currency swap agreements and other agreements or arrangements designed for the purpose of fixing, hedging or swapping foreign currency exchange rate risk.

“Heirs” of any individual mean such individual’s estate, spouse, lineal relatives (including adoptive descendants), administrator, committee or other personal representative or other estate planning vehicle and any custodian or trustee for the benefit of any spouse or lineal relatives (including adoptive descendants) of such individual.

“Holders” means a Person in whose name a Note is registered.

“Indebtedness” with respect to any Person, any indebtedness of such Person, whether or not contingent, (1) in respect of borrowed money, (2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof but excluding Obligations with respect to letters of credit (including trade letters of credit) to the extent such Obligations are cash collateralized or such letters of credit secure Obligations (other than obligations described above and Obligations in connection with Capitalized Lease Obligations) entered into in the ordinary course of business of such Person and such letters of credit are not drawn upon or, if drawn upon, to the extent any such drawing is reimbursed no later than three Business Days following receipt by such Person of a demand for reimbursement), (3) evidenced by banker’s acceptances, (4) representing Capital Lease Obligations, (5) representing the balance deferred and unpaid of the purchase price of any property (except (a) any portion thereof that constitutes an accrued expense or trade payable, (b) obligations to consignors to pay under normal trade terms for consigned goods and (c) earn out obligations) or representing any Hedging Obligations, (6) consisting of Indebtedness of others secured by a Lien on any asset of such Person (whether or not such Indebtedness is assumed by such Person), (7) consisting of Attributable Debt and, to the extent not otherwise included, (8) consisting of the Guarantee by such Person of any Indebtedness of any other Person, in each case (other than with respect to letters of credit, Hedging Obligations, Guarantees of Indebtedness and indebtedness of the type described in clause (6)) if and to the extent would appear as a liability upon a balance sheet (excluding footnotes thereto) of such Person prepared in accordance with GAAP. The amount of any Indebtedness outstanding as of any date shall be (i) the accreted value thereof, in the case of any Indebtedness issued with original issue discount, (ii) in the case of Indebtedness of others secured by a Lien on any asset of the specified Person, the lesser of (A) the fair market value of such asset on the date on which Indebtedness is required to be determined pursuant to the Indenture and (B) the amount of the Indebtedness so secured; (iii) in the case of the guarantee by the specified Person of any Indebtedness of any other Person, the maximum liability to which the specified Person may be subject upon the occurrence of the contingency giving rise to the obligation; (iv) in the case of any Hedging Obligations, the net amount payable if such Hedging Obligations were terminated at that time due to default by such Person (after giving effect to any contractually permitted set-off and (v) the principal amount thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Indebtedness. Indebtedness also includes all Disqualified Interests issued by such Person with the amount of Indebtedness represented by such Disqualified Interests being equal to its maximum fixed repurchase price, but excluding

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accrued dividends, if any. For purposes hereof, the “maximum fixed repurchase price” of any Disqualified Interests which does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Interests as if such Disqualified Interests were purchased on any date on which Indebtedness shall be required to be determined pursuant to the Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Interests, such fair market value shall be determined reasonably and in good faith by the Board of Directors of the issuer of such Disqualified Interests; provided that if such Disqualified Interest is not then permitted to be repurchased, the greater of the liquidation preference and the book value of such Disqualified Interest. Notwithstanding the foregoing, in connection with the Asset Acquisition or other purchase by the Company or any Restricted Subsidiary of any business or assets not in the ordinary course of business, the term “Indebtedness” will exclude post closing payment adjustments to which the seller may become entitled to the extent such payment is determined by a final closing balance sheet or such payment depends on the performance of such business after the closing; provided, however, that at the time of closing, the amount of any such payment is not determinable and, to the extent such payment thereafter becomes fixed and determined, the amount is paid within 30 days thereafter.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (with stable or better outlook) (or the equivalent) by Moody’s and BBB− (with stable or better outlook) (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency.

“Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of direct or indirect loans (including guarantees of Indebtedness or other obligations but excluding any debt or extension of credit represented by a bank deposit other than a time deposit), advances or capital contributions (excluding extensions of credit to customers or advances, deposits or payments to or with suppliers, lessors or utilities or for worker’s compensation, in each case, in the ordinary course of business and excluding commissions, travel and similar advances to officers and employees made in the ordinary course of business) and purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities. If the Company or any Restricted Subsidiary of the Company sells or otherwise disposes of any Equity Interests of any Restricted Subsidiary of the Company such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of the Company, the Company shall be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Equity Interests of such Restricted Subsidiary not sold or disposed of in an amount determined as provided in the final paragraph of the covenant described above under the caption “—Restricted Payments.” Except as otherwise provided for herein, the amount of an investment shall be its fair market value at the time the Investment is made and without giving effect to subsequent changes in value.

“Issue Date” means, the date of initial issuance of the Notes.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law (including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction).

“Marketable Securities” means any securities listed or quoted on any national securities exchange that has registered with the SEC pursuant to Section 6(a) of the Exchange Act, or any designated offshore securities market as defined in Regulation S under the Securities Act.

“Net Proceeds” means the aggregate cash proceeds received by the Company or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash or Cash Equivalents received upon the sale or other disposition or collection of any non-cash consideration received in any Asset Sale), net of the direct costs relating to such Asset Sale or disposition of such non-cash consideration, including, without limitation, (i) legal, accounting and investment banking fees, sales commissions, and any severance and relocation expenses incurred as a result thereof, (ii) all taxes paid or payable as a result thereof, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, (iii) amounts applied to the repayment of Indebtedness (other than revolving credit Indebtedness, unless there is a required reduction in commitments) secured by a Lien on the asset or assets that were the subject of such Asset Sale,

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(iv) appropriate amounts to be provided by the Company or any Restricted Subsidiary, as the case may be, as a reserve, established in accordance with GAAP and (v) amounts required to be paid to any Person (other than the Company or any of its Restricted Subsidiaries) owing a beneficial interest in the assets that are the subject of the Asset Sale.

“New Convertible Subordinated Debentures” means the Company’s new 4.00% Convertible Subordinated Debentures due 2023, which contain a net share settlement provision as described in the offering circular and were issued in exchange for the Company’s existing 4.00% Convertible Subordinated Debentures due 2023 in the Company’s exchange offer which closed on April 20, 2007.

“Non-Recourse Debt” means Indebtedness (i) as to which neither the Company nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable (as a guarantor or otherwise), or (c) constitutes the lender; and (ii) as to which the explicit terms provide that there is no recourse against any assets of the Company or any of its Restricted Subsidiaries.

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages, costs, expenses and other liabilities payable under the documentation governing any Indebtedness.

“Officer” means the Chief Executive Officer, Chief Financial Officer, any Vice President, the Treasurer, Chief Accounting Officer or Secretary of the Company.

“Officers’ Certificate” means a certificate by two Officers of the Company, one of whom is the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Company, that meets the requirements set forth in the Indenture.

“Permitted Investments” means:

(a) any Investment in the Company or in a Restricted Subsidiary of the Company;

(b) any Investment in Cash Equivalents or Marketable Securities;

(c) any Investment by the Company or any Restricted Subsidiary of the Company in a Person, if as a result of such Investment (i) such Person becomes a Restricted Subsidiary of the Company or (ii) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary of the Company;

(d) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the covenant described above under the caption “—Repurchase at the option of Holders—Asset Sales” or any non-cash consideration received in connection with a disposition of assets excluded from the definition of “Asset Sales”;

(e) any acquisition of assets solely in exchange for the issuance of Equity Interests (other than Disqualified Interests) of the Company or any parent of the Company;

(f) Investments represented by guarantees that are otherwise permitted under the Indenture;

(g) Investments existing on the Issue Date and any modification, replacement, renewal or extension thereof; provided that the amount of any such Investment may be increased as otherwise permitted under the Indenture;

(h) Hedging Obligations entered into in the ordinary course of the Company’s or its Restricted Subsidiaries’ businesses, consistent with past practice, and otherwise in compliance with the Indenture;

(i) Investments in the Notes;

(j) Investments in securities of a Person received (i) pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such Person in exchange for any other Investments, accounts receivable or other claims against such Person or (ii) in good faith settlement of delinquent obligations of a Person;

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(k) advances to suppliers and customers in the ordinary course of business;

(l) loans and advances, including advances for travel and moving expenses, commission and payroll to employees and consultants of the Company and its Restricted Subsidiaries (and any guarantees of any such loans or advances) in the ordinary course of business, for bona fide business purposes not in excess of $1.0 million at any one time outstanding;

(m) any Investment in a Securitization Subsidiary or any Investment by a Securitization Subsidiary in any other Person in connection with a Qualified Securitization Financing, including, without limitation, Investments of funds held in accounts permitted or required by the arrangements governing such Qualified Securitization Financing or any related Indebtedness; provided, however, that any Investment in a Securitization Subsidiary is in the form of a purchase money note, contribution of additional Securitization Assets or an equity interest; and

(n) stock, obligations or securities received in settlement of debts created in the ordinary course of business and owing to the Company or any Restricted Subsidiary or in satisfaction of judgments;

(o) Investments consists of the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons;

(p) performance guarantees made in the ordinary course of business;

(q) any Investments arising from agreements of the Company or a Restricted Subsidiary of the Company providing for adjustments of purchase price, deferred payment, earn-out or similar obligations, in each case acquired in connection with the disposition or acquisition of any business or assets of the Company or a Restricted Subsidiary;

(r) Investments consisting of earnest money deposits required in connection with a purchase agreement or other acquisition;

(s) endorsements of negotiable instruments and documents in the ordinary course of business; and

(t) other Investments in any Person having an aggregate fair market value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (t) that are at the time outstanding, not to exceed the greater of (i) $10.0 million and (ii) 1.0% of Consolidated Total Assets of the Company, provided, that if such Investment is in Capital Interests of a Person that subsequently becomes a Restricted Subsidiary, such Investment shall thereafter be deemed permitted under clause (a) above and shall not be included as having been made pursuant to this clause (t).

“Permitted Junior Securities” means unsecured debt or equity securities of the Company or any Guarantor or any direct or indirect parent of the Company or any successor corporation issued pursuant to a plan of reorganization or readjustment, as applicable, that are subordinated to the payment in full in cash of all then-outstanding Senior Debt at least to the same extent that the Notes are subordinated to the payment of all Senior Debt of the Company or Note Guarantees are subordinated to the payment in full in cash of all Senior Debt of such Guarantor, as applicable, on the Issue Date, so long as to the extent that any Senior Debt outstanding on the date of consummation of any such plan of reorganization or readjustment is not paid in full in cash on such date, the holders of any such Senior Debt not so paid in full in cash have consented to the terms of such plan of reorganization or readjustment.

“Permitted Liens” means:

(i) Liens securing Senior Debt;

(ii) Liens in favor of the Company or the Guarantors;

(iii) Liens to secure Indebtedness (including Capital Lease Obligations) permitted by clause (iv) of the third paragraph of the covenant entitled “—Incurrence of Indebtedness,” which liens with respect solely to Capital Lease Obligations and purchase money obligations and not mortgage financings, shall

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cover only the assets acquired, constructed, installed, designed, or improved with the proceeds of such Indebtedness;

(iv) Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(v) Liens securing reimbursement obligations with respect to commercial letters of credit which encumber documents and other property relating to such letters of credit and products and proceeds thereof;

(vi) Liens securing Hedging Obligations permitted by clause (vii) of the second paragraph of the covenant entitled “—Incurrence of Indebtedness”;

(vii) Liens arising by reason of any judgment, decree or order, but not giving rise to an Event of Default, so long as such Lien is adequately bonded and any appropriate legal proceedings which may have been duly initiated for the review of such judgment decree on order shall not have been finally terminated or the period within such proceedings may be initiated shall not have expired;

(viii) Liens securing the Notes and all other monetary obligations under the Indenture and the Note Guarantees;

(ix) Liens securing Permitted Refinancing Indebtedness incurred to Refinance any Indebtedness which has been secured by a Lien permitted under this definition and incurred in accordance with the covenant “—Incurrence of Indebtedness”; provided that such Liens: (i) taken as a whole are no less favorable to the Holders and are not more favorable in any material respect to the lienholders with respect to such Liens than the Liens in respect of the Indebtedness being Refinanced; and (ii) do not extend to or cover any property or assets of the Company or any of its Restricted Subsidiaries not securing the Indebtedness so Refinanced;

(x) Liens to secure additional Indebtedness permitted to be incurred pursuant to clause (xii) of the definition of “Permitted Debt;”

(xi) Liens existing on the Issue Date;

(xii) Precautionary financing statements filed with respect to operating leases or other transactions not involving the incurrence of Indebtedness;

(xiii) Liens securing Acquired Debt incurred in accordance with the covenant entitled “— Limitation of Indebtedness”; provided that:

(a) such Liens secured such Acquired Debt at the time of and prior to the incurrence of such Acquired Debt by the Company or a Restricted Subsidiary of the Company and were not granted in connection with, or in anticipation of, the incurrence of such Acquired Debt by the Company or a Restricted Subsidiary of the Company; and

(b) such Liens do not extend to or cover any property or assets of the Company or any of its Restricted Subsidiaries other than the property or assets that secured the Acquired Debt prior to the time such indebtedness became Acquired Debt of the Company or a Restricted Subsidiary of the Company and are no more favorable in any material respect to the lienholders than those securing the Acquired Debt prior to the incurrence of such Acquired Debt by the Company or a Restricted Subsidiary of the Company; and

(xiv) Liens on Securitization Assets and related assets of the type specified in the definition of “Securitization Financing” incurred in connection with any Qualified Securitization Financing.

“Permitted Refinancing Indebtedness” means any indebtedness of the Company or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to repay, extend, refinance, renew,

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redeem, replace, defease, discharge, refund or otherwise retire for value other indebtedness of the Company or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that:

(i) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount of (or accreted value, if applicable), plus fees, premiums, defeasance costs and accrued interest on, the Indebtedness so repaid, extended, refinanced, renewed, redeemed, replaced, defeased, discharged, refunded or retired for value (plus the amount of reasonable expenses incurred in connection therewith);

(ii) such Permitted Refinancing Indebtedness has a final maturity date no earlier than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being repaid, extended, refinanced, renewed, redeemed, replaced, defeased, discharged, refunded or retired for value; and

(iii) if the Indebtedness being repaid, extended, refinanced, renewed, redeemed, replaced, defeased, discharged, refunded or retired for value is subordinated in right of payment to the Notes, or is Disqualified Interests, then the Permitted Refinancing Indebtedness must have a final maturity date later than the final maturity date of, and be subordinated in right of payment to, the Notes on terms at least as favorable to the Holders of Notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, redeemed, replaced, defeased or refunded.

“Qualified Capital Interest” means a Capital Interest that is not a Disqualified Interest.

“Qualified Securitization Financing” means any Securitization Financing of a Securitization Subsidiary that meets the following conditions: (i) the Board of Directors of the Company shall have determined in good faith that such Qualified Securitization Financing (including financing terms, covenants, termination events and other provisions) is in the aggregate economically fair and reasonable to the Company and the Securitization Subsidiary, (ii) all sales of Securitization Assets and related assets to the Securitization Subsidiary are made at fair market value (as determined in good faith by the Company) and (iii) the financing terms, covenants, termination events and other provisions thereof shall be market terms (as determined in good faith by the Company) and may include Standard Securitization Undertakings. The grant of a security interest in any Securitization Assets of the Company or any of its Restricted Subsidiaries (other than a Securitization Subsidiary) to secure Indebtedness under the Credit Agreement or Permitted Refinancing Indebtedness with respect thereto shall not be deemed a Qualified Securitization Financing.

“Rating Agencies” means Moody’s and S&P or if Moody’s or S&P or both shall not make a rating on the Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Company which shall be substituted for Moody’s or S&P or both, as the case may be.

“Representative” means any agent or representative in respect of any Designated Senior Debt; provided that if, and for so long as, any Designated Senior Debt lacks such representative, then the Representative for such Designated Senior Debt shall at all times constitute the holders of a majority in out-standing principal amount of such Designated Senior Debt.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Subsidiary” of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary.

“Securitization Assets” means any accounts receivable or other revenue streams subject to a Qualified Securitization Financing.

“Securitization Fees” means reasonable distributions or payments made directly or by means of discounts with respect to any participation interest issued or sold in connection with, and other fees paid to a Person that is not a Securitization Subsidiary in connection with any Qualified Securitization Financing.

“Securitization Financing” means any transaction or series of transactions that may be entered into by the Company or any of its Subsidiaries pursuant to which the Company or any of its Subsidiaries may sell, convey or otherwise transfer to (a) a Securitization Subsidiary (in the case of a transfer by the Company or any of its

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Subsidiaries) and (b) any other Person (in the case of a transfer by a Securitization Subsidiary), or may grant a security interest in, any Securitization Assets (whether now existing or arising in the future) of the Company or any of its Subsidiaries, and any assets related thereto including, without limitation, all collateral securing such Securitization Assets, all contracts and all guarantees or other obligations in respect of such Securitization Assets, proceeds of such Securitization Assets and other assets which are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving Securitization Assets and any Hedging Obligations entered into by the Company or any such Subsidiary in connection with such Securitization Assets.

“Securitization Repurchase Obligation” means any obligation of a seller of Securitization Assets in a Qualified Securitization Financing to repurchase Securitization Assets arising as a result of a breach of a representation, warranty or covenant or otherwise, including, without limitation, as a result of a receivable or portion thereof becoming subject to any asserted defense, dispute, off set or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to the seller.

“Securitization Subsidiary” means a Wholly Owned Subsidiary of the Company (or another Person formed for the purposes of engaging in a Qualified Securitization Financing in which the Company or any Subsidiary of the Company makes an Investment and to which the Company or any Subsidiary of the Company transfers Securitization Assets and related assets) which engages in no activities other than in connection with the financing of Securitization Assets of the Company or its Subsidiaries, all proceeds thereof and all rights (contingent and other), collateral and other assets relating thereto, and any business or activities incidental or related to such business, and which is designated by the Board of Directors of the Company or such other Person (as provided below) as a Securitization Subsidiary and (a) no portion of the Indebtedness or any other obligations (contingent or otherwise) of which (i) is guaranteed by the Company or any other Subsidiary of the Company (excluding guarantees of obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings), (ii) is recourse to or obligates the Company or any other Subsidiary of the Company in any way other than pursuant to Standard Securitization Undertakings or (iii) subjects any property or asset of the Company or any other Subsidiary of the Company, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings, (b) with which neither the Company nor any other Subsidiary of the Company has any material contract, agreement, arrangement or understanding other than on terms which the Company reasonably believes to be no less favorable to either the Company or such Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of the Company and (e) to which neither the Company nor any other Subsidiary of the Company has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results. Any such designation by the Board of Directors of the Company or such other Person shall be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the Board of Directors of the Company or such other Person giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing conditions.

“Senior Debt” means the principal of, premium, if any, and interest (including any interest accruing after the commencement of any bankruptcy proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed or allowable claim under applicable law) on any Indebtedness of the Company or any Guarantor, whether outstanding on the date of the Indenture or thereafter created, incurred or assumed, unless, in the case of any particular obligation, the instrument creating or evidencing the same or pursuant to which the same is outstanding expressly provides that such obligation shall be subordinate or pari passu in right of payment to the Notes or the Note Guarantee of such Guarantor, as applicable. Without limiting the generality of the foregoing, “Senior Debt” shall also include the principal of, premium, if any, interest (including any interest accruing after the commencement of any bankruptcy proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed or allowable claim under applicable law) on, and all other amounts owing in respect of (including guarantees of the foregoing obligations):

(1) all monetary obligations of every nature of the Company or any Guarantor under, or with respect to, the Credit Agreement, including, without limitation, obligations to pay principal, premium and interest,

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reimbursement obligations under letters of credit, fees, expenses and indemnities (and guarantees thereof); and

(2) all Hedging Obligations (and guarantees thereof),

in each case whether outstanding on the date of the indenture or thereafter incurred.

“Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date of the Indenture.

“Specified Asset Sale” means any sale-leaseback of North American assets generating proceeds to the Company and/or its Restricted Subsidiaries of not less than $65.0 million.

“Standard Securitization Undertakings” means representations, warranties, covenants and indemnities entered into by the Company or any Subsidiary of the Company which the Company has determined in good faith to be customary in a Securitization Financing, including, without limitation, those relating to the servicing of the assets of a Securitization Subsidiary, it being understood that any Securitization Repurchase Obligation shall be deemed to be a Standard Securitization Undertaking.

“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which such payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and shall not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

“Subsidiary” means, with respect to any Person, (i) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Interests entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person (or a combination thereof) and (ii) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are such Person or of one or more Subsidiaries of such Person (or any combination thereof).

“Trading Day” means, with respect to any Marketable Securities, a day on which the principal United States or foreign securities exchange on which such security is listed or admitted to trading, or the Nasdaq National Market if such security is not listed or admitted to trading on any such securities exchange, as applicable, is open for the transaction of business (unless such trading shall have been suspended for the entire day).

“Unrestricted Subsidiary” means any Subsidiary that is designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a Board Resolution, but only to the extent that such Subsidiary at the time of designation:

(a) has no Indebtedness other than Non-Recourse Debt;

(b) is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company;

(c) is a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation (x) to subscribe for additional Equity Interests or (y) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and

(d) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its Restricted Subsidiaries unless such guarantee or credit support is released upon its designation as an Unrestricted Subsidiary.

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Any such designation by the Board of Directors shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing conditions and was permitted by the covenant described above under the caption “Certain Covenants—Restricted Payments.” If, at any time, any Unrestricted Subsidiary would fail to meet the foregoing requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of the Indenture and any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the Company as of such date (and, if such Indebtedness is not permitted to be incurred as of such date under the covenant described under the caption “—Incurrence of Indebtedness,” the Company shall be in default of such covenant). The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (i) such Indebtedness is permitted under the covenant described under the caption “—Certain Covenants—Incurrence of Indebtedness,” calculated on a pro forma basis as if such designation had occurred at the beginning of the Four Quarter Period, and (ii) no Default or Event of Default would be in existence following such designation; and provided, further, that, to the extent applicable, the Company shall cause such Subsidiary to comply with the covenant described above under the caption “Certain Covenants—Subsidiary Guarantees.”

“Voting Stock” of any Person as of any date means the Capital Interests of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing (i) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment, by (ii) the then outstanding principal amount of such Indebtedness.

“Wholly-Owned Restricted Subsidiary” of any Person means a Restricted Subsidiary of such Person all of the outstanding Capital interests or other ownership interests of which (other than directors’ qualifying shares) shall at the time be owned by such Person or by one or more Wholly-Owned Restricted Subsidiaries of such Person.

Book-Entry Delivery and Form

Notes will be issued in registered, global form in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. Except as set forth below, the Global Notes may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global Notes may not be exchanged for notes in certificated form except in the limited circumstances described below.

Depository Procedures

The following description of the operations and procedures of DTC, Euroclear and Clearstream are provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to changes by them. The Company takes no responsibility for these operations and procedures and urges investors to contact the systems or their participants directly to discuss these matters.

DTC has advised the Company that DTC is a limited-purpose trust company created to hold securities for its participating organizations (collectively, the “Participants”) and to facilitate the clearance and settlement of transactions in those securities between Participants through electronic book-entry changes in accounts of its Participants. The Participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. Access to DTC’s system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant,

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either directly or indirectly (collectively, the “Indirect Participants”). Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through the Participants or the Indirect Participants. The ownership interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the Participants and Indirect Participants.

DTC has also advised the Company that, pursuant to procedures established by it:

(1) upon deposit of the Global Notes, DTC will credit the accounts of Participants with portions of the principal amount of the Global Notes; and

(2) ownership of these interests in the Global Notes will be shown on, and the transfer of ownership thereof will be effected only through, records maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants (with respect to other owners of beneficial interest in the Global Notes).

Investors in the Global Notes who are Participants in DTC’s system may hold their interests therein directly through DTC. Investors in the Global Notes who are not Participants may hold their interests therein indirectly through organizations (including Euroclear and Clearstream) which are Participants in such system. All interests in a Global Note, including those held through Euroclear or Clearstream, may be subject to the procedures and requirements of DTC. Those interests held through Euroclear or Clearstream may also be subject to the procedures and requirements of such systems. The laws of some states require that certain persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interests in a Global Note to such persons will be limited to that extent. Because DTC can act only on behalf of Participants, which in turn act on behalf of Indirect Participants, the ability of a person having beneficial interests in a Global Note to pledge such interests to persons that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.

Except as described below, owners of interests in the Global Notes will not have notes registered in their names, will not receive physical delivery of notes in certificated form and will not be considered the registered owners or “Holders” thereof under the Indenture for any purpose.

Payments in respect of the principal of, and interest and premium and additional interest, if any, on a Global Note registered in the name of DTC or its nominee will be payable to DTC in its capacity as the registered Holder under the Indenture. Under the terms of the Indenture, the Company and the Trustee will treat the persons in whose names the notes, including the Global Notes, are registered as the owners thereof for the purpose of receiving payments and for all other purposes. Consequently, neither the Company, the Trustee nor any agent of the Company or the Trustee has or will have any responsibility or liability for:

(1) any aspect of DTC’s records or any Participant’s or Indirect Participant’s records relating to or payments made on account of beneficial ownership interest in the Global Notes or for maintaining, supervising or reviewing any of DTC’s records or any Participant’s or Indirect Participant’s records relating to the beneficial ownership interests in the Global Notes; or

(2) any other matter relating to the actions and practices of DTC or any of its Participants or Indirect Participants.

DTC has advised the Company that its current practice, upon receipt of any payment in respect of securities such as the Notes (including principal and interest), is to credit the accounts of the relevant Participants with the payment on the payment date unless DTC has reason to believe it will not receive payment on such payment date. Each relevant Participant is credited with an amount proportionate to its beneficial ownership of an interest in the principal amount of the relevant security as shown on the records of DTC. Payments by the Participants and the Indirect Participants to the beneficial owners of Notes will be governed by standing instructions and customary practices and will be the responsibility of the Participants or the Indirect Participants and will not be the responsibility of DTC, the Trustee or the Company. Neither the Company nor the Trustee will be liable for any delay by DTC or any of its Participants in identifying the beneficial owners of the Notes, and the Company and the Trustee may conclusively rely on and will be

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protected in relying on instructions from DTC or its nominee for all purposes. Transfers between Participants in DTC will be effected in accordance with DTC’s procedures, and will be settled in same-day funds, and transfers between participants in Euroclear and Clearstream will be effected in accordance with their respective rules and operating procedures.

Subject to compliance with the transfer restrictions applicable to the notes described herein, crossmarket transfers between the Participants in DTC, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected through DTC in accordance with DTC’s rules on behalf of Euroclear or Clearstream, as the case may be, by its respective depositary; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in such system in accordance with the rules and procedures and within the established deadlines (Brussels time) of such system. Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the relevant Global Note in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Euroclear participants and Clearstream participants may not deliver instructions directly to the depositories for Euroclear or Clearstream.

DTC has advised the Company that it will take any action permitted to be taken by a Holder of Notes only at the direction of one or more Participants to whose account DTC has credited the interests in the Global Notes and only in respect of such portion of the aggregate principal amount of the Notes as to which such Participant or Participants has or have given such direction. However, if there is an Event of Default under the Notes, DTC reserves the right to exchange the Global Notes for legended notes in certificated form, and to distribute such notes to its Participants.

Although DTC, Euroclear and Clearstream have agreed to the foregoing procedures to facilitate transfers of interests in the Global Notes among participants in DTC, Euroclear and Clearstream, they are under no obligation to perform or to continue to perform such procedures, and may discontinue such procedures at any time. Neither the Company nor the Trustee nor any of their respective agents will have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

Exchange of Global Notes for Certificated Notes

A Global Note is exchangeable for definitive notes in registered certificated form (“Certificated Notes”) if:

(1) DTC (a) notifies the Company that it is unwilling or unable to continue as depositary for the Global Notes and the Company fails to appoint a successor depositary within 90 days or (b) has ceased to be a clearing agency registered under the Exchange Act;

(2) there shall have occurred and be continuing a Default or Event of Default with respect to the Notes.

In addition, beneficial interests in a Global Note may be exchanged for Certificated Notes upon prior written notice given to the Trustee by or on behalf of DTC in accordance with the Indenture. In all cases, Certificated Notes delivered in exchange for any Global Note or beneficial interests in Global Notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures).

Same Day Settlement and Payment

The Company will make payments in respect of the Notes represented by the Global Notes (including principal, premium, if any, and interest, if any) by wire transfer of immediately available funds to the accounts specified by the Global Note Holder. The Company will make all payments of principal, interest and premium with respect to Certificated Notes by wire transfer of immediately available funds to the accounts specified by the Holders thereof or, if no such account is specified, by mailing a check to each such Holder’s registered

61

address. The Notes represented by the Global Notes are expected to be eligible to trade in The Portal Market and to trade in DTC’s Same-Day Funds Settlement System, and any permitted secondary market trading activity in such Notes will, therefore, be required by DTC to be settled in immediately available funds. The Company expects that secondary trading in any Certificated Notes will also be settled in immediately available funds.

Because of time zone differences, the securities account of a Euroclear or Clearstream participant purchasing an interest in a Global Note from a Participant in DTC will be credited, and any such crediting will be reported to the relevant Euroclear or Clearstream participant, during the securities settlement processing day (which must be a business day for Euroclear and Clearstream) immediately following the settlement date of DTC. DTC has advised the Company that cash received in Euroclear or Clearstream as a result of sales of interests in a Global Note by or through a Euroclear or Clearstream participant to a Participant in DTC will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream cash account only as of the business day for Euroclear or Clearstream following DTC’s settlement date.

62

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

The following is a summary of the material United States federal income tax consequences relating to the exchange of old notes for exchange notes in the exchange offer. It does not contain a complete analysis of all of the potential tax consequences relating to the exchange. This summary is limited to holders of old notes who hold the old notes as “capital assets” (in general, assets held for investment). Special situations, such as the following, are not addressed:

•  tax consequences to holders who may be subject to special tax treatment, such as tax-exempt entities, dealers in securities or currencies, banks, other financial institutions, insurance companies, regulated investment companies, traders in securities that elect to use a mark-to-market method of accounting for their securities holdings or corporations that accumulate earnings to avoid U.S. federal income tax;

•  tax consequences to persons holding notes as part of a hedging, integrated, constructive sale or conversion transaction or a straddle or other risk reduction transaction;

•  tax consequences to holders whose “functional currency” is not the U.S. dollar;

•  tax consequences to persons who hold notes through a partnership or similar pass-through entity;

•  U.S. federal gift tax, estate tax (except as to non-United States holders) or alternative minimum tax consequences, if any; or

•  any state, local or foreign tax consequences.

The discussion below is based upon the provisions of the Internal Revenue Code of 1986, as amended, existing and proposed Treasury regulations promulgated thereunder, and rulings, judicial decisions and administrative interpretations thereunder, as of the date hereof. Those authorities may be changed, perhaps retroactively, so as to result in U.S. federal income tax consequences different from those discussed below.

Consequences of Tendering Old Notes

The exchange of old notes for exchange notes pursuant to the exchange offer should not constitute an “exchange” for federal income tax purposes because the exchange notes should not be considered to differ materially in kind or extent from the old notes. Rather, the exchange notes received by a holder should be treated as a continuation of the old notes in the hands of such holder. Accordingly, there should be no federal income tax consequences to holders exchanging old notes for exchange notes pursuant to the exchange offer. For example, there should be no change in exchanging holders’ tax basis, and their holding period should carry over to the exchange notes. In addition, the federal income tax consequences of holding and disposing of the exchange notes should be the same as those applicable to the old notes.

63

PLAN OF DISTRIBUTION

Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for old notes where such old notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the expiration of the exchange offer, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resales. In addition, until          , 2007 (90 days after the date of this prospectus), all broker-dealers effecting transactions in the exchange notes may be required to deliver a prospectus.

We will not receive any proceeds from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of such methods of resale. These resales may be made at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such exchange notes may be deemed to be an “underwriter” within the meaning of the Securities Act, and any profit on any such resale of exchange notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal delivered with this prospectus states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

For a period of 180 days after the expiration of the exchange offer, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents. We have agreed to pay all expenses incident to the performance of our obligations in connection with the exchange offer. We will indemnify the holders of the exchange notes (including any broker-dealer) against certain liabilities, including liabilities under the Securities Act.

64

USE OF PROCEEDS

We will not receive any cash proceeds from the issuance of the exchange notes in the exchange offer. In consideration for issuing the exchange notes, we will receive in exchange old notes in like principal amount. The form and terms of the exchange notes are identical in all material respects to the form and terms of the old notes, except that the transfer restrictions, registration rights and rights to additional interest applicable to the old notes do not apply to the exchange notes. The old notes surrendered in exchange for the exchange notes will be retired and canceled and cannot be reissued. Accordingly, issuance of the exchange notes will not result in any increase in our outstanding debt.

On March 16, 2007, we issued and sold the old notes. The net proceeds from the sale of the old notes were used to finance the acquisition of LTK Wiring Company Limited and certain of its affiliates, repay existing indebtedness incurred under our senior secured credit facility, pay related fees and expenses and for general corporate purposes.

65

LEGAL MATTERS

The validity of the exchange notes and the enforceability of obligations under the exchange notes and guarantees will be passed upon for us by Kirkland & Ellis LLP, New York, New York. Garvey Schubert Barer will pass upon matters of Washington law.

EXPERTS

The consolidated financial statements of Belden Inc. as of December 31, 2006 and 2005, and for each of the three years in the period ended December 31, 2006, appearing in this Prospectus and Registration Statement and incorporated by reference therein, the consolidated financial schedule of Belden Inc. as of December 31, 2006 and 2005, and for each of the three years in the period ended December 31, 2006 incorporated by reference therein, and Belden Inc. management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2006 incorporated by reference therein, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon, and are included or incorporated by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

66

BELDEN INC.

INDEX TO FINANCIAL STATEMENTS

	Page
Annual Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm — Consolidated Financial Statements		F-2
Consolidated Balance Sheets — December 31, 2006 and December 31, 2005		F-3
Consolidated Statements of Operations — Years ended December 31, 2006, 2005 and 2004		F-4
Consolidated Cash Flow Statements — Years ended December 31, 2006, 2005 and 2004		F-5
Consolidated Stockholders’ Equity Statements — Years ended December 31, 2006, 2005 and 2004		F-6
Notes to Consolidated Financial Statements		F-7
Quarterly Consolidated Financial Statements
Condensed Consolidated Balance Sheets — June 24, 2007 and December 31, 2006 (unaudited)		F-52
Condensed Consolidated Statements of Operations — Three and six months ended June 24, 2007 and June 25, 2006 (unaudited)		F-53
Condensed Consolidated Cash Flow Statements — Six months ended June 24, 2007 and June 25, 2006 (unaudited)		F-54
Condensed Consolidated Stockholders’ Equity Statement — Six months ended June 24, 2007 (unaudited)		F-55
Notes to Condensed Consolidated Financial Statements (unaudited)		F-56

F-1

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders

Belden Inc.

We have audited the accompanying consolidated balance sheets of Belden Inc. as of December 31, 2006 and 2005, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2006. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Belden Inc. at December 31, 2006 and 2005, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2006, in conformity with U.S. generally accepted accounting principles.

As discussed in Note 2 to the Consolidated Financial Statements, on January 1, 2006, the Company changed its method of accounting for share-based payments, and on December 31, 2006, changed its method of accounting for defined pension benefit and other postretirement benefit plans.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Belden Inc.’s internal control over financial reporting as of December 31, 2006 based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 28, 2007 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

St. Louis, Missouri
February 28, 2007

F-2

Belden Inc.

Consolidated Balance Sheets

	December 31,
	2006			2005
	(In thousands, except par value
	and number of shares)
ASSETS
Current assets:
Cash and cash equivalents	$	254,151		$	134,638
Receivables, less allowance for doubtful accounts of $2,637 and $3,839 at 2006 and 2005, respectively		217,908			195,018
Inventories, net		202,248			245,481
Deferred income taxes		34,664			27,845
Other current assets		10,465			8,015
Current assets of discontinued operations		—			56,997
Total current assets		719,436			667,994
Property, plant and equipment, less accumulated depreciation		272,285			287,778
Goodwill, less accumulated amortization		275,134			272,290
Intangible assets, less accumulated amortization		70,964			72,459
Other long-lived assets		18,149			6,214
	$	1,355,968		$	1,306,735
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	200,008		$	216,736
Current maturities of long-term debt		62,000			59,000
Current liabilities of discontinued operations		—			13,342
Total current liabilities		262,008			289,078
Long-term debt		110,000			172,051
Postretirement benefits other than pensions		43,397			33,167
Deferred income taxes		71,399			73,851
Other long-term liabilities		25,263			17,166
Minority interest		—			7,914
Stockholders’ equity:
Preferred stock, par value $.01 per share — 2,000,000 shares authorized; no shares outstanding		—			—
Common stock, par value $.01 per share — 200,000,000 shares authorized; 50,334,932 and 50,345,852 shares issued at 2006 and 2005, respectively; 44,151,185 and 42,336,178 shares outstanding at 2006 and 2005, respectively		503			503
Additional paid-in capital		591,416			540,430
Retained earnings		348,069			290,870
Accumulated other comprehensive income (loss)		15,013			(6,881	)
Unearned deferred compensation		—			(336	)
Treasury stock, at cost — 6,183,747 and 8,009,674 shares at 2006 and 2005, respectively		(111,100	)		(111,078	)
Total stockholders’ equity		843,901			713,508
	$	1,355,968		$	1,306,735

The accompanying notes are an integral part of these Consolidated Financial Statements

F-3

Belden Inc.

Consolidated Statements of Operations

	Years Ended December 31,
	2006			2005			2004
	(In thousands, except per share amounts)
Revenues	$	1,495,811		$	1,245,669		$	864,725
Cost of sales		(1,162,498	)		(968,296	)		(674,757	)
Gross profit		333,313			277,373			189,968
Selling, general and administrative expenses		(203,756	)		(203,825	)		(147,663	)
Asset impairment		(11,079	)		(8,010	)		(8,871	)
Minimum requirements contract income		—			3,000			3,000
Operating income		118,478			68,538			36,434
Interest expense		(13,096	)		(15,036	)		(14,709	)
Interest income		7,081			4,737			1,511
Other income (expense)		(187	)		(699	)		1,361
Income from continuing operations before taxes		112,276			57,540			24,597
Income tax expense		(40,713	)		(23,972	)		(13,897	)
Income from continuing operations		71,563			33,568			10,700
Gain (loss) from discontinued operations, net of tax		(1,330	)		(1,173	)		4,236
Gain (loss) on disposal of discontinued operations, net of tax		(4,298	)		15,163			253
Net income	$	65,935		$	47,558		$	15,189
Weighted average number of common shares and equivalents:
Basic		43,319			45,655			35,404
Diluted		50,276			52,122			38,724
Basic income (loss) per share:
Continuing operations	$	1.65		$	0.74		$	0.30
Discontinued operations		(0.03	)		(0.03	)		0.12
Disposal of discontinued operations		(0.10	)		0.33			0.01
Net income	$	1.52		$	1.04		$	0.43
Diluted income (loss) per share:
Continuing operations	$	1.48		$	0.69		$	0.31
Discontinued operations		(0.03	)		(0.02	)		0.11
Disposal of discontinued operations		(0.08	)		0.29			0.01
Net income	$	1.37		$	0.96		$	0.43
Reconciliation between net income and comprehensive income:
Net income	$	65,935		$	47,558		$	15,189
Adjustments to translation component of equity		33,193			(34,118	)		24,233
Adjustments to minimum pension liability		4,152			(625	)		(3,832	)
Comprehensive income	$	103,280		$	12,815		$	35,590

The accompanying notes are an integral part of these Consolidated Financial Statements

F-4

Belden Inc.

Consolidated Cash Flow Statements

	Years Ended December 31,
	2006			2005			2004
	(In thousands)
Cash flows from operating activities:
Net income	$	65,935		$	47,558		$	15,189
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		38,616			40,470			30,714
Deferred income tax expense		18,896			14,127			19,088
Provision for inventory obsolescence		14,395			7,533			2,780
Asset impairment		11,079			12,849			8,871
Stock-based compensation expense		5,765			3,539			3,768
Retirement savings plan contributions paid in stock		—			—			2,279
Loss (gain) on disposal of tangible assets		3,690			(15,666	)		(3,348	)
Pension funding in excess of pension expense		(21,273	)		(8,157	)		(4,876	)
Changes in operating assets and liabilities, net of the effects of currency exchange rate changes and acquired businesses:
Receivables		(12,730	)		(6,213	)		2,435
Inventories		34,462			(49,355	)		(16,656	)
Accounts payable and accrued liabilities		(15,130	)		16,085			(30,178	)
Other assets and liabilities, net		(2,549	)		(13,621	)		10,762
Net cash provided by operating activities		141,156			49,149			40,828
Cash flows from investing activities:
Proceeds from disposal of tangible assets		34,059			51,541			89,007
Capital expenditures		(21,663	)		(23,789	)		(15,889	)
Cash used to invest in or acquire businesses		(11,715	)		—			(6,196	)
Cash used in other investing activities		(2,146	)		—			—
Net cash provided by (used for) investing activities		(1,465	)		27,752			66,922
Cash flows from financing activities:
Payments under borrowing arrangements		(59,051	)		(17,474	)		(66,660	)
Cash dividends paid		(8,736	)		(9,116	)		(7,292	)
Debt issuance costs		(1,063	)		—			—
Payments under share repurchase program		—			(109,429	)		—
Proceeds from exercises of stock options		38,808			6,897			4,507
Excess tax benefits related to share-based payments		7,369			—			—
Net cash used for financing activities		(22,673	)		(129,122	)		(69,445	)
Effect of currency exchange rate changes on cash and cash equivalents		2,495			(1,937	)		4,630
Increase (decrease) in cash and cash equivalents		119,513			(54,158	)		42,935
Cash received from Belden CDT merger		—			—			50,906
Cash and cash equivalents, beginning of year		134,638			188,796			94,955
Cash and cash equivalents, end of year	$	254,151		$	134,638		$	188,796
Supplemental cash flow information
Income tax refunds received	$	1,548		$	8,924		$	3,595
Income taxes paid		(29,212	)		(11,071	)		(5,773	)
Interest paid, net of amount capitalized		(14,122	)		(14,857	)		(15,383	)

The accompanying notes are an integral part of these Consolidated Financial Statements

F-5

Belden Inc.

Consolidated Stockholders’ Equity Statements

																					Accumulated Other
																					Comprehensive Income
																		Unearned			(Loss)
																		Deferred			Translation			Minimum
	Common Stock					Paid-In			Retained			Treasury Stock						Compensation			Component			Pension
	Shares			Amount		Capital			Earnings			Shares			Amount			(UDC)			of Equity			Liability			Total
												($ in thousands)
Balance at December 31, 2003		26,204		$	262	$	39,022		$	244,217			(547	)	$	(7,722	)	$	(1,700	)	$	21,533		$	(14,072	)	$	281,540
Net income		—			—		—			15,189			—			—			—			—			—			15,189
Foreign currency translation		—			—		—			—			—			—			—			24,233			—			24,233
Minimum pension liability, net of $1.7 million deferred tax benefit		—			—		—			—			—			—			—			—			(3,832	)		(3,832	)
Comprehensive income																												35,590
Exercise of stock options		175			2		4,384			—			77			121			—			—			—			4,507
Employee benefits plans		12			—		661			—			122			1,856			—			—			—			2,517
Share-based compensation, net of tax withholding forfeitures		—			—		1,811			—			505			1,160			(3,881	)		—			—			(910	)
UDC amortization		—			—		—			—			—			—			3,645			—			—			3,645
Cash dividends ($.20 per share)		—			—		—			(7,292	)		—			—			—			—			—			(7,292	)
Merger between Belden and CDT		23,820			238		486,106			—			(3,166	)		4,585			(526	)		—			—			490,403
Balance at December 31, 2004		50,211			502		531,984			252,114			(3,009	)		—			(2,462	)		45,766			(17,904	)		810,000
Net income		—			—		—			47,558			—			—			—			—			—			47,558
Foreign currency translation		—			—		—			—			—			—			—			(34,118	)		—			(34,118	)
Minimum pension liability, net of $1.0 million deferred tax benefit		—			—		—			—			—			—			—			—			(625	)		(625	)
Comprehensive income																												12,815
Exercise of stock options		122			1		6,991			—			265			(95	)		—			—			—			6,897
Share-based compensation, net of tax withholding forfeitures		13			—		1,069			—			(66	)		(1,554	)		78			—			—			(407	)
Share repurchase program		—			—		—			—			(5,200	)		(109,429	)		—			—			—			(109,429	)
UDC Amortization		—			—		—			—			—			—			2,048			—			—			2,048
Cash dividends ($.20 per share)		—			—		—			(9,116	)		—			—			—			—			—			(9,116	)
Other		—			—		386			314			—			—			—			—			—			700
Balance at December 31, 2005		50,346			503		540,430			290,870			(8,010	)		(111,078	)		(336	)		11,648			(18,529	)		713,508
Net income		—			—		—			65,935			—			—			—			—			—			65,935
Foreign currency translation		—			—		—			—			—			—			—			33,193			—			33,193
Minimum pension liability, net of $1.7 million deferred tax expense		—			—		—			—			—			—			—			—			4,152			4,152
Comprehensive income																												103,280
Exercise of stock options		—			—		38,510			—			1,822			298			—			—			—			38,808
Share-based compensation, net of tax withholding forfeitures		(11	)		—		12,812			—			4			(320	)		—			—			—			12,492
Cash dividends ($.20 per share)		—			—		—			(8,736	)		—			—			—			—			—			(8,736	)
Adoption of SFAS No. 123(R)		—			—		(336	)		—			—			—			336			—			—			—
Adoption of SFAS No. 158, net of $10.7 million deferred tax benefit		—			—		—			—			—			—			—			—			(15,451	)		(15,451	)
Balance at December 31, 2006		50,335		$	503	$	591,416		$	348,069			(6,184	)	$	(111,100	)	$	—		$	44,841		$	(29,828	)	$	843,901

The accompanying notes are an integral part of these Consolidated Financial Statements

F-6

BELDEN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1:   Basis of Presentation

Business Description

Belden Inc. (the Company, Belden, we, us, or our and formerly known as Belden CDT Inc.) designs, manufactures, and markets signal transmission products for data networking and a wide range of specialty electronics markets including entertainment, industrial, security, and aerospace applications.

Consolidation

The accompanying Consolidated Financial Statements include Belden Inc. and all of its subsidiaries. We eliminate all significant affiliate accounts and transactions in consolidation.

In July 2004, Belden Inc. merged with and became a wholly owned subsidiary of Cable Design Technologies Corporation (CDT), and CDT changed its name to Belden CDT Inc. (the Merger). The Merger was treated as a reverse acquisition under the purchase method of accounting. For financial reporting purposes, the operating results and cash flows of CDT are included in our Consolidated Financial Statements from July 2004.

Foreign Currency Translation

For international operations with functional currencies other than the United States dollar, we translate assets and liabilities at current exchange rates; we translate income and expenses using average exchange rates. We report the resulting translation adjustments, as well as gains and losses from certain affiliate transactions, in accumulated other comprehensive income (loss), a separate component of stockholders’ equity. We include exchange gains and losses on transactions in operating income.

Reporting Periods

Our fiscal year and fiscal fourth quarter both end on December 31. Our fiscal first, second and third quarter each end on the last Sunday falling on or before their respective calendar quarter-end.

Use of Estimates in the Preparation of the Financial Statements

The preparation of financial statements in conformity with accounting principles generally accepted in the United States (GAAP) requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, and operating results and the disclosure of contingencies. Actual results could differ from those estimates. We make significant estimates in regard to receivables collectibility, inventory valuation, realization of deferred tax assets, valuation of long-lived assets, valuation of contingent liabilities, calculation of share-based compensation, calculation of pension and other postretirement benefits expense, and valuation of acquired businesses.

Reclassifications

We have made certain reclassifications to the 2005 and 2004 Consolidated Financial Statements with no impact to reported net income in order to conform to the 2006 presentation.

Note 2:   Summary of Significant Accounting Policies

Cash and Cash Equivalents

We classify cash on hand and deposits in banks, including commercial paper, money market accounts, and other investments with an original maturity of three months or less, that we hold from time to time, as cash and cash equivalents.

F-7

BELDEN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Receivables and Related Allowances

We classify amounts owed to us and due within twelve months, arising from the sale of goods or services in the normal course of business, as current receivables. We classify receivables due after twelve months as other long-lived assets.

We sometimes grant trade, promotion, and other special price reductions such as meet competition pricing, price protection, contract pricing, and on-time payment discounts to certain of our customers. We also adjust receivables balances for, among other things, correction of billing errors, incorrect shipments, and settlement of customer disputes. Customers are allowed to return inventory if and when certain conditions regarding the physical state of the inventory and our approval of the return are met. Certain distribution customers are allowed to return inventory at original cost, in an amount not to exceed three percent of the prior year’s purchases, in exchange for an order of equal or greater value. Until we can process these reductions, corrections, and returns (together, the Adjustments) through individual customer records, we estimate the amount of outstanding Adjustments and recognize them as allowances against our gross accounts receivable and gross revenues. We base these estimates on historical and anticipated sales demand, trends in product pricing, and historical and anticipated Adjustments patterns. We charge revisions to these estimates back to accounts receivable and revenues in the period in which the facts that give rise to each revision become known. Future market conditions and product transitions might require us to take actions to increase price allowance and customer return authorizations, possibly resulting in an incremental reduction of accounts receivable and revenues at the time the allowance or return is authorized. The allowances for unprocessed receivables credits at December 31, 2006 and 2005 totaled $11.1 million and $16.1 million, respectively.

We evaluate the collectibility of accounts receivable based on the specific identification method. A considerable amount of judgment is required in assessing the realization of accounts receivable, including the current creditworthiness of each customer and related aging of the past due balances. We perform ongoing credit evaluations of our customers’ financial condition. Through these evaluations, we may become aware of a situation where a customer may not be able to meet its financial obligations due to deterioration of its financial viability, credit ratings or bankruptcy. In circumstances where we are aware of a customer’s inability or unwillingness to pay outstanding amounts, we record a specific reserve for bad debts against amounts due to reduce the receivable to its estimated collectible balance. We recognized bad debt expense of $0.5 million, $0.7 million and $0.7 million in 2006, 2005, and 2004, respectively.

Inventories and Related Reserves

Inventories are stated at the lower of cost or market. We determine the cost of all raw materials, work-in-process and finished goods inventories by the first in, first out method. Cost components of inventories include direct labor, applicable production overhead and amounts paid to suppliers of materials and products as well as freight costs and, when applicable, duty costs to import the materials and products.

We evaluate the realizability of our inventory on a product-by-product basis in light of historical and anticipated sales demand, technological changes, product life cycle, component cost trends, product pricing and inventory condition. In circumstances where inventory levels are in excess of anticipated market demand, where inventory is deemed technologically obsolete or not saleable due to condition or where inventory cost exceeds net realizable value, we record a charge to cost of goods sold and reduce the inventory to its net realizable value. The allowances for excess and obsolete inventories at December 31, 2006 and 2005 totaled $15.2 million and $14.9 million, respectively.

Property, Plant and Equipment

We record property, plant and equipment at cost. We calculate depreciation on a straight-line basis over the estimated useful lives of the related assets ranging from ten to forty years for buildings, five to twelve

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

years for machinery and equipment and five years for computer equipment and software. Construction in process reflects amounts incurred for the configuration and build-out of property, plant and equipment and for property, plant and equipment not yet placed into service. We charge maintenance and repairs — both planned major activities and less-costly, ongoing activities — to expense as incurred. We capitalize interest costs associated with the construction of capital assets and amortize the costs over the assets’ useful lives.

We review property, plant and equipment to determine whether an event or change in circumstances indicates the carrying values of the assets may not be recoverable. We base our evaluation on such impairment indicators as the nature of the assets, the future economic benefit of the assets and any historical or future profitability measurements, as well as other external market conditions or factors that may be present. If such impairment indicators are present or other factors exist that indicate that the carrying amount of an asset may not be recoverable, we determine whether impairment has occurred through the use of an undiscounted cash flow analysis at the lowest level for which identifiable cash flows exist. If impairment has occurred, we recognize a loss for the difference between the carrying amount and the fair value of the asset.

Intangible Assets

Our intangible assets consist of (a) definite-lived assets subject to amortization such as patents, favorable customer contracts, customer relationships and backlog, and (b) indefinite-lived assets not subject to amortization such as goodwill and trademarks. We calculate amortization of the definite-lived intangible assets on a straight-line basis over the estimated useful lives of the related assets ranging from less than one year for backlog to in excess of twenty-five years for customer relationships.

We evaluate goodwill for impairment annually or at other times if events have occurred or circumstances exist that indicate the carrying value of goodwill may no longer be recoverable. We compare the fair value of each reporting unit to its carrying value. We determine the fair value using the income approach. Under the income approach, we calculate the fair value of a reporting unit based on the present value of estimated future cash flows. If the fair value of the reporting unit exceeds the carrying value of the net assets including goodwill assigned to that unit, goodwill is not impaired. If the carrying value of the reporting unit’s net assets including goodwill exceeds the fair value of the reporting unit, then we determine the implied fair value of the reporting unit’s goodwill. If the carrying value of a reporting unit’s goodwill exceeds its implied fair value, then an impairment of goodwill has occurred and we recognize an impairment loss for the difference between the carrying amount and the implied fair value of goodwill as a component of operating income.

We also evaluate intangible assets not subject to amortization for impairment annually or at other times if events have occurred or circumstances exist that indicate the carrying values of those assets may no longer be recoverable. We compare the fair value of the asset with its carrying amount. If the carrying amount of the asset exceeds its fair value, we recognize an impairment loss in an amount equal to that excess.

We review intangible assets subject to amortization whenever an event or change in circumstances indicates the carrying values of the assets may not be recoverable. We test intangible assets subject to amortization for impairment and estimate their fair values using the same assumptions and techniques we employ on property, plant and equipment.

Pension and Other Postretirement Benefits

Our pension and other postretirement benefit costs and obligations are dependent on the various actuarial assumptions used in calculating such amounts. These assumptions relate to discount rates, salary growth, long-term return on plan assets, health care cost trend rates and other factors. We base the discount rate assumptions on current investment yields on high-quality corporate long-term bonds. The salary growth assumptions reflect our long-term actual experience and future or near-term outlook. We determine the long-term return on plan assets based on historical portfolio results and management’s expectation of the future economic environment.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Our health care cost trend assumptions are developed based on historical cost data, the near-term outlook and an assessment of likely long-term trends. Actual results that differ from our assumptions are accumulated and, if in excess of the lesser of 10% of the projected benefit obligation or the fair market value of plan assets, amortized over the estimated future working life of the plan participants.

Accrued Sales Rebates

We grant incentive rebates to selected customers as part of our sales programs. The rebates are determined based on certain targeted sales volumes. Rebates are paid quarterly or annually in either cash or receivables credits. Until we can process these rebates through individual customer records, we estimate the amount of outstanding rebates and recognize them as accrued liabilities and reductions in our gross revenues. We base our estimates on both historical and anticipated sales demand and rebate program participation. We charge revisions to these estimates back to accrued liabilities and revenues in the period in which the facts that give rise to each revision become known. Future market conditions and product transitions might require us to take actions to increase sales rebates offered, possibly resulting in an incremental increase in accrued liabilities and an incremental reduction in revenues at the time the rebate is offered. Accrued sales rebates at December 31, 2006 and 2005 totaled $25.0 million and $24.9 million, respectively.

Contingent Liabilities

We have established liabilities for environmental and legal contingencies that are probable of occurrence and reasonably estimable. A significant amount of judgment and use of estimates is required to quantify our ultimate exposure in these matters. We review the valuation of these liabilities on a quarterly basis and we adjust the balances to account for changes in circumstances for ongoing issues and to recognize liability for emerging issues.

We accrue environmental remediation costs, on an undiscounted basis, based on estimates of known environmental remediation exposures developed in consultation with our environmental consultants and legal counsel. We expense environmental compliance costs, which include maintenance and operating costs with respect to ongoing monitoring programs, as incurred. We generally depreciate capitalized environmental costs over a 15-year life. We evaluate the range of potential costs to remediate environmental sites. The ultimate cost of site cleanup is difficult to predict given the uncertainties of our involvement in certain sites, uncertainties regarding the extent of the required cleanup, the availability of alternative cleanup methods, variations in the interpretation of applicable laws and regulations, the possibility of insurance recoveries with respect to certain sites, and other factors.

We are, from time to time, subject to routine litigation incidental to our business. These lawsuits primarily involve claims for damages arising out of the use of our products, allegations of patent or trademark infringement, and litigation and administrative proceedings involving employment matters and commercial disputes. Assessments regarding the ultimate cost of lawsuits require judgments concerning matters such as the anticipated outcome of negotiations, the number and cost of pending and future claims, and the impact of evidentiary requirements. Because most contingencies are resolved over long periods of time, we may adjust liabilities balances in the future because of new developments or changes in our settlement strategy.

Business Combination Accounting

We allocate the cost of an acquired entity to the assets and liabilities acquired based upon their estimated fair values at the business combination date. We also identify and estimate the fair values of intangible assets that should be recognized as assets apart from goodwill. We have historically relied upon the use of third-party valuation specialists to assist in the estimation of fair values for tangible long-lived assets and intangible assets other than goodwill. The carrying values of acquired receivables, inventories, and accounts payable have historically approximated their fair values at the business combination date. With respect to accrued liabilities

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

acquired, we use all available information to make our best estimates of their fair values at the business combination date.

When necessary, we rely upon the use of third-party actuaries to assist in the estimation of fair value for certain liabilities.

Revenue Recognition

We recognize revenue when all of the following circumstances are satisfied: (1) persuasive evidence of an arrangement exists, (2) price is fixed or determinable, (3) collectibility is reasonably assured, and (4) delivery has occurred. Delivery occurs in the period in which the customer takes title and assumes the risks and rewards of ownership of the products specified in the customer’s purchase order or sales agreement. We record revenue net of estimated rebates, price allowances, invoicing adjustments, and product returns. We charge revisions to these estimates back to revenue in the period in which the facts that give rise to each revision become known. Future market conditions and product transitions might require us to take actions to increase customer rebates and price allowance offerings, possibly resulting in an incremental reduction of revenue at the time the rebate or allowance is offered. We recognized rebates, allowances, adjustments, and product returns totaling $101.4 million, $85.2 million and $68.2 million as deductions to gross revenues in 2006, 2005, and 2004, respectively.

Shipping and Handling Costs

We recognize fees earned on the shipment of product to customers as revenues and recognize costs incurred on the shipment of product to customers as a cost of sales. We recognized certain handling costs, primarily incurred at our distribution centers, totaling $9.4 million, $7.1 million and $8.3 million as selling, general and administrative (SG&A) expenses in 2006, 2005, and 2004, respectively.

Research and Development

Research and development expenditures are recognized as incurred. Expenditures for research and development were $10.1 million, $9.6 million and $8.5 million for 2006, 2005, and 2004, respectively.

Share-Based Compensation

We compensate certain employees with various forms of share-based payment awards and recognize compensation costs for these awards based on their fair values. We estimate the fair values of certain awards on the grant date using the Black-Scholes-Merton option-pricing formula, which incorporates certain assumptions regarding the expected term of an award and expected stock price volatility. We develop the expected term assumption based on the vesting period and contractual term of an award, our historical exercise and post-vesting cancellation experience, our stock price history, plan provisions that require exercise or cancellation of awards after employees terminate, and the extent to which currently available information indicates that the future is reasonably expected to differ from past experience. We develop the expected volatility assumption based on monthly historical price data for our common stock and other economic data trended into future years. After calculating the aggregate fair value of an award, we use an estimated forfeiture rate to discount the amount of share-based compensation cost to be recognized in our operating results over the service period of the award. We develop the forfeiture assumption based on our historical pre-vesting cancellation experience.

Income Taxes

Income taxes are provided based on earnings reported for financial statement purposes. The provision for income taxes differs from the amounts currently payable to taxing authorities because of the recognition of revenues and expenses in different periods for income tax purposes than for financial statement purposes.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Income taxes are provided as if operations in all countries, including the United States, were stand-alone businesses filing separate tax returns. We have determined that undistributed earnings from our international subsidiaries will not be remitted to the United States in the foreseeable future and, therefore, no additional provision for United States taxes has been made on foreign earnings.

We recognize deferred tax assets resulting from tax credit carryforwards, net operating loss carryforwards, and deductible temporary differences between taxable income on our income tax returns and pretax income under GAAP. Deferred tax assets generally represent future tax benefits to be received when these carryforwards can be applied against future taxable income or when expenses previously reported in our Consolidated Financial Statements become deductible for income tax purposes.

Our effective tax rate is based on expected income, statutory tax rates and tax planning opportunities available to us in the various jurisdictions in which we operate. Significant judgment is required in determining our effective tax rate and in evaluating our tax positions. We establish accruals for certain tax contingencies when, despite the belief that our tax return positions are fully supported, we believe that certain positions are likely to be challenged and that our position may not be fully sustained. To the extent we were to prevail in matters for which accruals have been established or be required to pay amounts in excess of reserves, there could be a material effect on our income tax provisions or benefits in the period in which such determination is made.

Current-Year Adoption of Accounting Pronouncements

On January 1, 2006, we adopted Statement of Financial Accounting Standards No. 123(R), Shared-Based Payments, using the modified prospective method of adoption. SFAS No. 123(R) required us to calculate compensation costs related to share-based payment transactions using the fair value method presented in SFAS No. 123, Accounting for Stock-Based Compensation, and to recognize these costs in the Consolidated Financial Statements. Prior to adoption of this Statement, we measured compensation costs related to share-based payment transactions using the intrinsic value method presented in APB No. 25, Accounting for Stock Issued to Employees, and provided pro forma disclosure in a note to the Consolidated Financial Statements as to the effect on our operating results of calculating compensation costs related to share-based payment transactions using the fair value method.

On December 31, 2006, we adopted SFAS No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans — an amendment of FASB Statements No. 87, 88, 106, and 132(R). This Statement required us to recognize the funded status of each of our benefit plans — measured as the difference between plan assets at fair value and the benefit obligation — in our statement of financial position, recognize as a component of other comprehensive income, net of tax, the gains or losses and prior service costs or credits that arise during the period but are not recognized as components of net periodic benefit cost, measure defined benefit plan assets and obligations as of the date of our fiscal year-end statement of financial position, and disclose in the notes to financial statements additional information about certain effects on net periodic benefit cost for the next fiscal year that arise from delayed recognition of the gains or losses, prior service costs or credits, and transition asset or obligation.

Pending Adoption of Recent Accounting Pronouncements

In June 2006, the Financial Accounting Standards Board (FASB) issued Interpretation (FIN) No. 48, Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109. This Interpretation clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. This Interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. We have reviewed our accounting for income taxes in light of the provisions of FIN No. 48 and do not expect that adoption will have a material impact on our financial statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. This Statement establishes a framework for measuring fair value within generally accepted accounting principles, clarifies the definition of fair value within that framework, and expands disclosures about the use of fair value measurements. This Statement does not require any new fair value measurements in generally accepted accounting principles. However, the definition of fair value in SFAS No. 157 may affect assumptions used by companies in determining fair value. We are required to adopt this Statement effective January 1, 2008. We have not completed our evaluation of the impact that adoption will have on our financial position, operating results and cash flows, but currently believe adoption will not require material modification of our fair value measurements and will be primarily limited to expanded disclosures in the notes to our consolidated financial statements.

Note 3:   Operating Segments and Geographic Information

During the first quarter of 2006, we announced organizational changes that resulted in a change in our reportable segments. Management elected to organize the enterprise around geographic areas and, within North America, around the brands under which we sell our products in the market. We now conduct our operations through four operating segments — the Belden Americas segment, the Specialty Products segment, the Europe segment, and the Asia Pacific segment. The Belden Americas segment, the Specialty Products segment, and the Europe segment all design, manufacture, and market metallic cable, fiber optic cable, connectivity products, and certain other non-cable products with industrial, communications/networking, video/sound/security, and transportation/defense applications. The Asia Pacific segment markets these same products, but currently has no design or manufacturing capabilities. We sell these products principally through distributors or directly to systems integrators, original equipment manufacturers, and large telecommunications companies. We have reclassified prior year segment disclosures to conform to the new segment presentation.

We evaluate segment performance and allocate resources based on operating income. Operating income of the segments includes all the ongoing costs of operations, but excludes interest and income taxes. Allocations to or from these segments are not significant. Transactions between the segments are conducted on an arms-length basis. With the exception of unallocated goodwill, certain unallocated tax assets, and tangible assets located at our corporate headquarters, substantially all of our assets are utilized by the segments.

Effective January 1, 2005, we began accounting for all internal sourcing of product between our operating segments as affiliate sales and directed any operating segment that sold product it had sourced from an affiliate to recognize profit applicable to both the manufacturing and selling efforts. In prior years, an operating segment that sold product it had sourced from an affiliate only recognized profit margin applicable to the selling effort. We made this change as a result of increased transactions between our operating segments largely resulting from the Merger. We believe this change provides more useful information for purposes of making decisions about allocating resources to the operating segments and assessing their performance. We have reclassified the business segment information presented for the year ended December 31, 2004 to reflect operating segment performance as if we had implemented this new accounting procedure effective January 1, 2004.

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BELDEN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Operating Segment Information

Amounts reflected in the column entitled Finance & Administration (F&A) in the tables below represent corporate headquarters operating expenses, treasury expenses, income tax expenses, corporate assets, and corporate investment in certain affiliates. Amounts reflected in the column entitled Eliminations in the tables below represent the eliminations of affiliate revenues, affiliate cost of sales, and certain investments in affiliates.

	Belden			Specialty						Asia
Year Ended December 31, 2006	Americas			Products			Europe			Pacific			F&A			Eliminations			Consolidated
	(In thousands)
External customer revenues	$	805,029		$	261,406		$	365,079		$	64,297		$	—		$	—		$	1,495,811
Affiliate revenues		63,684			31,009			8,658			—			—			(103,351	)		—
Total revenues		868,713			292,415			373,737			64,297			—			(103,351	)		1,495,811
Depreciation and amortization(1)		(17,883	)		(7,328	)		(10,297	)		(153	)		(232	)		—			(35,893	)
Asset impairment		(8,557	)		—			(2,522	)		—			—			—			(11,079	)
Operating income (loss)		122,213			34,576			4,072			6,803			(29,219	)		(19,967	)		118,478
Identifiable assets		382,049			219,421			348,480			24,660			448,284			(66,926	)		1,355,968
Acquisition of property, plant and equipment		13,837			2,907			4,166			385			368			—			21,663

	Belden			Specialty						Asia
Year Ended December 31, 2005	Americas			Products			Europe			Pacific			F&A			Eliminations			Consolidated
	(In thousands)
External customer revenues	$	627,136		$	244,067		$	324,258		$	50,208		$	—		$	—		$	1,245,669
Affiliate revenues		73,526			18,813			8,993			—			—			(101,332	)		—
Total revenues		700,662			262,880			333,251			50,208			—			(101,332	)		1,245,669
Depreciation and amortization(1)		(18,785	)		(7,005	)		(9,862	)		(285	)		(239	)		—			(36,176	)
Asset impairment		—			—			(5,610	)		—			(2,400	)		—			(8,010	)
Operating income (loss)		96,292			26,598			(8,542	)		2,838			(30,717	)		(17,931	)		68,538
Identifiable assets(1)		407,186			224,234			291,119			24,667			350,904			(48,372	)		1,249,738
Acquisition of property, plant and equipment(1)		11,961			3,849			6,680			148			395			—			23,033

	Belden			Specialty						Asia
Year Ended December 31, 2004	Americas			Products			Europe			Pacific			F&A			Eliminations			Consolidated
	(In thousands)
External customer revenues	$	516,408		$	95,630		$	210,776		$	41,911		$	—		$	—		$	864,725
Affiliate revenues		47,625			4,883			8,638			149			—			(61,295	)		—
Total revenues		564,033			100,513			219,414			42,060			—			(61,295	)		864,725
Depreciation and amortization(1)		(16,504	)		(3,398	)		(8,174	)		(137	)		(287	)		—			(28,500	)
Asset impairment		(3,200	)		—			(5,671	)		—			—			—			(8,871	)
Operating income (loss)		61,109			11,319			(9,136	)		(585	)		(24,124	)		(2,149	)		36,434
Identifiable assets(1)		382,909			219,656			342,480			27,217			367,234			(66,571	)		1,272,925
Acquisition of property, plant and equipment(1)		4,763			1,073			4,636			197			19			—			10,688

(1) Excludes discontinued operations

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Total segment operating income differs from net income reported in the Consolidated Financial Statements as follows:

	Years Ended December 31,
	2006			2005			2004
				(In thousands)
Operating income	$	118,478		$	68,538		$	36,434
Interest expense		(13,096	)		(15,036	)		(14,709	)
Interest income		7,081			4,737			1,511
Other income (expense)		(187	)		(699	)		1,361
Income tax expense		(40,713	)		(23,972	)		(13,897	)
Income from continuing operations		71,563			33,568			10,700
Gain (loss) from discontinued operations, net of tax		(1,330	)		(1,173	)		4,236
Gain (loss) on disposal of discontinued operations, net of tax		(4,298	)		15,163			253
Net income	$	65,935		$	47,558		$	15,189

Product and Service Group Information

It is currently impracticable for all of our operations to capture and report external customer revenues for each group of similar products and services.

Geographic Information

The following table identifies revenues by country based on the location of the customer and long-lived assets by country based on physical location.

	United States			Canada			Europe			Rest of World			Total
	(In thousands)
Year ended December 31, 2006 Revenues	$	855,390		$	158,259		$	336,277		$	145,885		$	1,495,811
Percent of total revenues		57	%		11	%		22	%		10	%		100	%
Long-lived assets	$	349,749		$	45,889		$	145,069		$	532		$	541,239
Year ended December 31, 2005 Revenues	$	697,714		$	134,759		$	306,815		$	106,381		$	1,245,669
Percent of total revenues		56	%		11	%		24	%		9	%		100	%
Long-lived assets	$	353,212		$	52,674		$	137,255		$	308		$	543,449
Year ended December 31, 2004 Revenues	$	494,173		$	81,445		$	198,998		$	90,109		$	864,725
Percent of total revenues		57	%		9	%		23	%		11	%		100	%
Long-lived assets	$	368,306		$	56,476		$	163,031		$	629		$	588,442

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Major Customer

The following table presents revenues generated from sales to Anixter International Inc.

	Years Ended December 31,
	2006					2005					2004
			Percent of					Percent of					Percent of
	Amount		Revenues			Amount		Revenues			Amount		Revenues
Belden Americas Segment	$	260,092		18	%	$	176,969		14	%	$	164,820		19	%
Specialty Products Segment		34,028		2	%		32,135		2	%		25,948		3	%
Europe Segment		13,962		1	%		7,000		1	%		6,359		1	%
Asia Pacific Segment		1,669		0	%		408		0	%		496		0	%
	$	309,751		21	%	$	216,512		17	%	$	197,623		23	%

Note 4:   Belden CDT Merger

Belden Inc. and CDT entered into an Agreement and Plan of Merger, dated February 4, 2004 (the Merger Agreement), pursuant to which Belden Inc. merged with and became a wholly owned subsidiary of CDT on July 15, 2004. Pursuant to the Merger Agreement, 25.6 million shares of Belden Inc. common stock, par value $.01 per share, were exchanged for 25.6 million shares of CDT common stock, par value $.01 per share, and CDT changed its name to Belden Inc.

Belden Inc. and CDT each believed the Merger was in the best interests of its respective stockholders because, as a result of the Merger, the long-term value of an investment in the combined company would likely be superior to the long-term value of an investment in either stand-alone company. In deciding to consummate the Merger, Belden Inc. and CDT considered various factors, including the following:

•  The anticipated cost savings and synergies resulting from our ability to identify low-cost sources for materials, eliminate duplicative costs of two separate public companies, consolidate manufacturing facilities and access each legacy company’s technology;

•  The potential to market products and businesses across a larger customer base;

•  The anticipated increase in market liquidity and capital markets access resulting from a larger equity base;

•  Increased visibility to analysts and investors;

•  Better access to lower cost manufacturing facilities; and

•  Improved financial leverage.

The Merger included the following significant related transactions:

•  CDT effected a one-for-two reverse split of its common stock immediately prior to the Merger;

•  Belden Inc. cancelled approximately 0.3 million shares of common stock held in treasury on July 15, 2004;

•  We granted retention and integration awards to certain of our executive officers and other key employees. Cash and share-based awards were distributed in three installments — one-third on the Merger date and one — third each on the first and second anniversaries of the Merger date. We recognized approximately $0.3 million, $1.6 million, and $3.8 million of compensation expense during 2006, 2005, and 2004, respectively, related to these awards; and

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

•  We recognized $2.9 million and $26.8 million of restructuring and backlog amortization expenses in 2005 and 2004, respectively, related to the Merger.

Upon consummation of the Merger, we had approximately 46.6 million shares of common stock outstanding. On that date, the former CDT stockholders and former Belden Inc. stockholders respectively owned approximately 45% and 55% of our common stock outstanding. The Merger was treated as a reverse acquisition under the purchase method of accounting. Belden Inc. was considered the acquiring enterprise for financial reporting purposes because the Belden Inc. owners as a group retained or received the larger portion of the voting rights in us and the Belden Inc. senior management represented a majority of our senior management. For financial reporting purposes, the operating results and cash flows of CDT are included in our Consolidated Financial Statements from July 16, 2004.

The cost to acquire CDT was $490.7 million and consisted of the exchange of common stock discussed above, change of control costs for legacy CDT management and costs incurred by Belden Inc. related directly to the acquisition. The purchase price was established primarily through the negotiation of a share exchange ratio that was intended to value both Belden Inc. and CDT so that neither company paid a premium over equity market value for the other. We established a new accounting basis for the assets and liabilities of CDT based upon their fair values as of the Merger date. We assigned the following fair values to each major asset and liability caption of CDT as of July 15, 2004.

	(In millions)
Cash and cash equivalents	$	50.4
Receivables		79.5
Inventories		114.3
Other current assets		24.4
Current assets of discontinued operations		28.5
Property, plant and equipment		169.2
Goodwill		203.6
Other intangible assets		79.1
Other long-lived assets		20.9
Long-lived assets of discontinued operations		13.9
Total assets	$	783.8
Current liabilities	$	84.0
Current liabilities of discontinued operations		18.5
Long-term debt		111.0
Other postretirement benefits liabilities		20.8
Other long-term liabilities		44.2
Minority interest		14.6
Total liabilities	$	293.1

F-17

BELDEN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Goodwill and other intangible assets reflected above were determined to meet the criterion for recognition apart from tangible assets acquired and liabilities assumed. Intangible assets related to the Merger consisted of the following at July 15, 2004:

	Estimated		Amortization
	Fair Value		Period
	(In millions)		(In years)
Intangible assets subject to amortization:
Customer relations	$	54.9		25.6
Developed technologies		6.0		20.0
Favorable contracts		1.1		3.5
Backlog		2.0		0.8
Total intangible assets subject to amortization		64.0
Intangible assets not subject to amortization:
Goodwill		203.6
Trademarks		15.1
Total intangible assets not subject to amortization		218.7
Total intangible assets	$	282.7
Weighted average amortization period				24.1

We initially recognized goodwill of $203.0 million related to the Merger at December 31, 2004. We increased goodwill related to the Merger by $0.6 million during 2005 to $203.6 million at the same time the carrying costs of certain tangible assets held for sale decreased to the amount of proceeds received upon their disposition and accrued severance and other merger-related liabilities increased based on finalization of the costs necessary to complete restructuring, facility rationalization, and other merger-related activities.

Goodwill of $37.0 million, $16.7 million, and $1.8 million was assigned to the Specialty Products segment, the Europe segment, and the Belden Americas segment, respectively. The residual goodwill of $148.1 million was not assigned to a specific segment since we believed it benefited the entire corporation; therefore, it was recognized in F&A in our segment information. None of the goodwill is deductible for tax purposes.

Trademarks have been determined by us to have indefinite lives and are not being amortized, based on our expectation that the trademarked products will generate cash flows for us for an indefinite period. We expect to maintain use of trademarks on existing products and introduce new products in the future that will also display the trademarks, thus extending their lives indefinitely.

The amortizable intangible assets reflected in the table above were determined by us to have finite lives. The useful life for the developed technologies intangible asset was based on the remaining lives of the related patents. The useful life for the customer base intangible asset was based on our forecasts of customer turnover. The useful life for the favorable contracts intangible asset was based on the remaining terms of the contracts. The useful life of the backlog intangible asset was based on our estimate of when the ordered items would ship. We amortize these intangible assets over their remaining useful lives on a straight-line basis. Annual amortization expense for these intangible assets was $2.9 million, $4.8 million and $1.5 million in 2006, 2005, and 2004, respectively. We expect to recognize annual amortization expense of $2.9 million in 2007 and approximately $2.6 million thereafter.

F-18

BELDEN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table presents pro forma consolidated results of our operations for the year ended December 31, 2004 as though the Merger had been completed as of the beginning of that period. The amounts for the CDT operations included in this pro forma information are based on the historical results of the CDT operations and, therefore, may not be indicative of their actual results when operated as part of us. Moreover, the pro forma information does not reflect all of the changes that resulted from the Merger, including, but not limited to, challenges of transition, integration and restructuring associated with the transaction; achievement of further synergies; the ability to retain qualified employees and existing business alliances; and customer demand for CDT products. The pro forma results reflect adjustments for interest expense, depreciation, amortization and related income taxes. The pro forma financial information should not be relied upon as being indicative of the historical results that would have been realized had the Merger occurred as of January 1, 2004 or that may be achieved in the future.

	2004
	Pro forma
	(Unaudited)
	(In thousands, except
	per share data)
Revenues	$	1,139,780
Income from continuing operations		14,804
Net income		17,372
Diluted income per share:
Continuing operations		0.34
Net income		0.38

Income from continuing operations includes certain Merger-related items, as listed below on an after-tax basis:

	Years Ended December 31,
	2006		2005		2004
			(In thousands)
Merger-related retention awards and other compensation	$	164	$	1,031	$	3,440
Merger-related plant closings and other restructuring actions		—		1,592		13,657
Impact of inventory and short-lived intangibles purchase adjustments		—		230		3,121
Merger-related professional fees		—		—		1,075

Note 5:   Discontinued Operations

During 2006, we sold certain assets and liabilities of our discontinued operation in Manchester, United Kingdom for approximately $28.0 million cash and terminated, without penalty, our supply agreement with British Telecom plc. We recognized a $4.3 million after-tax loss on the disposal of this discontinued operation.

During 2005, we sold substantially all of the remaining net assets of our discontinued operations in Phoenix, Arizona; Skelmersdale, United Kingdom; Auburn, Massachusetts; and Barberton, Ohio, for approximately $40.0 million cash. We recognized a $15.2 million after-tax gain on the disposal of the discontinued operation assets in Phoenix. The net assets for the other three discontinued operations were acquired through the Merger. The net proceeds received from the sales of the net assets of these three discontinued operations exceeded their aggregate carrying values by $0.1 million. Upon the finalization of purchase accounting, we increased the portion of consideration we previously allocated to the tangible assets of these discontinued operations and reduced the portion of consideration we previously allocated to goodwill by this excess amount.

F-19

BELDEN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

During 2004, we sold certain net assets of our discontinued operations in Phoenix, Arizona, and Wadsworth, Ohio for approximately $78.3 million cash. We recognized a $0.3 million after-tax gain on the disposal of the discontinued operation assets in Phoenix. The net assets of our discontinued operation in Wadsworth were acquired through the Merger. The net proceeds received from the sale of the net assets agreed to their aggregate carrying amount.

We recognized severance costs in loss from discontinued operations in the amount of $1.0 million and $0.1 million in 2005 because of personnel reductions at our discontinued operations in Manchester and Phoenix, respectively. We recognized severance costs of $5.6 million in gain from discontinued operations during 2004 because of personnel reductions at our discontinued operation in Phoenix. We also recognized severance costs in the amount of $3.8 million and $1.4 million in 2004-2005 because of personnel reductions at our discontinued operations in Skelmersdale and Auburn. The Skelmersdale and Auburn costs were recognized as liabilities assumed in the Merger and were included in the cost to acquire CDT. Each of these severance liabilities was paid by the end of 2006.

Operating results from discontinued operations include the following:

	2006			2005			2004
	(In thousands)
Results of Operations:
Revenues	$	27,644		$	108,561		$	221,115
Loss before taxes		(1,900	)		(3,691	)		(11,307	)
Income tax benefit		570			2,518			15,543
Net gain (loss)	$	(1,330	)	$	(1,173	)	$	4,236
Disposal:
Gain (loss) before taxes	$	(6,140	)	$	23,692		$	393
Income tax benefit (expense)		1,842			(8,529	)		(140	)
Net gain (loss)	$	(4,298	)	$	15,163		$	253

Listed below are the major classes of assets and liabilities belonging to the discontinued operations that remain as part of the disposal group:

	December 31,
	2006		2005
	(In thousands)
Receivables	$	—	$	23,747
Inventories		—		16,482
Property, plant and equipment		—		16,559
Other assets		—		209
Current assets of discontinued operations	$	—	$	56,997
Current liabilities of discontinued operations(1)	$	—	$	13,342

(1) Comprised exclusively of accounts payable and accrued liabilities

F-20

BELDEN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 6:   Income (Loss) Per Share

The following table presents the basis of the income per share computation:

	For the Year Ended December 31,
	2006			2005			2004
	(In thousands)
Numerator for basic income per share:
Income from continuing operations	$	71,563		$	33,568		$	10,700
Gain (loss) from discontinued operations		(1,330	)		(1,173	)		4,236
Gain (loss) on disposal of discontinued operations		(4,298	)		15,163			253
Net income	$	65,935		$	47,558		$	15,189
Numerator for diluted income per share:
Income from continuing operations	$	71,563		$	33,568		$	10,700
Tax-effected interest expense on convertible subordinated debentures		2,710			2,710			1,272
Adjusted income from continuing operations		74,273			36,278			11,972
Gain (loss) from discontinued operations		(1,330	)		(1,173	)		4,236
Gain (loss) on disposal of discontinued operations		(4,298	)		15,163			253
Adjusted net income	$	68,645		$	50,268		$	16,461
Denominator:
Denominator for basic income per share — weighted average shares		43,319			45,655			35,404
Effect of dilutive common stock equivalents		6,957			6,467			3,320
Denominator for diluted income per share — adjusted weighted average shares		50,276			52,122			38,724

For the years ended December 31, 2006, 2005, and 2004, we did not include 0.5 million, 2.4 million, and 2.5 million outstanding stock options, respectively, in our development of the denominators used in the diluted income per share computations because they were antidilutive. For the year ended December 31, 2006, we also did not include 0.1 million restricted stock awards with performance conditions in our development of the denominator used in the diluted income per share computation because the performance conditions had not yet been satisfied.

F-21

BELDEN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 7:   Inventories

The major classes of inventories were as follows:

	December 31,
	2006			2005
	(In thousands)
Raw materials	$	54,542		$	75,229
Work-in-process		38,357			42,152
Finished goods		120,520			139,035
Perishable tooling and supplies		4,016			3,977
Gross inventories		217,435			260,393
Obsolescence and other reserves		(15,187	)		(14,912	)
Net inventories	$	202,248		$	245,481

In pursuit of our goal to manage better all aspects of working capital, and especially to reduce our reliance on finished goods inventory, we changed our inventory management process worldwide in 2006. This included a change in the parameters we apply to our allowances for excess and obsolete inventories. We recognized pretax charges of approximately $11.1 million in cost of sales during 2006 to reflect a change in accounting estimate related to measurement of our allowances for excess and obsolete inventories. The effect of this change on income from continuing operations and income per diluted share from continuing operations was approximately $7.3 million and $.14 per share.

Note 8:   Property, Plant and Equipment

The carrying values of property, plant and equipment were as follows:

	December 31,
	2006			2005
	(In thousands)
Land and land improvements	$	24,981		$	23,670
Buildings and leasehold improvements		133,001			128,498
Machinery and equipment		362,068			369,140
Computer equipment and software		36,797			35,569
Construction in process		19,572			10,056
Gross property, plant and equipment		576,419			566,933
Accumulated depreciation		(304,134	)		(279,155	)
Net property, plant and equipment	$	272,285		$	287,778

Disposals

During 2006, we sold property, plant and equipment in Sweden, the Czech Republic, and the Netherlands for $4.1 million cash. We recognized an aggregate $2.5 million gain on the disposals of these assets.

During 2005, we sold real estate in Canada and Germany for $6.1 million cash. We recognized an aggregate $0.5 million gain on the disposals of these assets. Also during 2005, we sold real estate in the United States acquired in the Merger for $1.4 million cash. The proceeds received from the sale exceeded the carrying value of this facility by less than $0.1 million. Upon the finalization of purchase accounting, we increased the portion of Merger consideration we had previously allocated to net assets acquired and reduced the portion of Merger consideration we had previously allocated to goodwill by this excess amount.

F-22

BELDEN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

We sold certain equipment in the Netherlands along with technology related to the production of deflection coils during 2003 and received a cash payment of $1.3 million. During 2004, the technical conditions of the sale were fulfilled, we received a final $0.4 million cash payment, and we recognized a $1.7 million gain on the disposal of these assets.

Impairment

In 2006, we determined that certain asset groups in the Belden Americas and Europe operating segments were impaired. The asset groups in the Belden Americas operating segment were impaired because of our pending closures of three manufacturing facilities in the United States and the cessation of manufacturing at a facility in Canada. The asset group in the Europe operating segment was impaired because of product portfolio management actions we initiated. We estimated the fair values of the asset groups based upon anticipated net proceeds from their sales and recognized impairment losses of $8.6 million and $2.5 million in the Belden Americas and Europe operating segments, respectively.

During 2005, we determined that a certain asset group in the Europe operating segment was impaired because of product portfolio management actions we initiated. We estimated the fair value of the asset group based upon anticipated net proceeds from its sale and recognized an impairment loss of $1.1 million.

During 2004, we determined that certain asset groups in the Europe and Belden Americas operating segments were impaired. The asset groups in the Europe operating segment were impaired because of product portfolio management actions we initiated. The asset groups in the Belden Americas segment were impaired due to excess capacity primarily as a result of the combined capacity after the Merger. We estimated the fair values of these asset groups based upon anticipated net proceeds from their sales and recognized impairment losses of $5.7 million and $3.2 million in the Europe and Belden Americas operating segments, respectively.

Depreciation Expense

We recognized depreciation expense of $33.1 million, $32.9 million and $27.0 million in 2006, 2005, and 2004, respectively. We also recognized depreciation cost of $2.7 million, $4.3 million, and $3.3 million related to our various discontinued operations in gain (loss) from discontinued operations during 2006, 2005, and 2004, respectively.

F-23

BELDEN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 9:   Intangible Assets

The carrying values of intangible assets were as follows:

	December 31, 2006							December 31, 2005
	Gross					Net		Gross					Net
	Carrying		Accumulated			Carrying		Carrying		Accumulated			Carrying
	Amount		Amortization			Amount		Amount		Amortization			Amount
	(In thousands)
Goodwill(1)	$	287,266	$	(12,132	)	$	275,134	$	284,435	$	(12,145	)	$	272,290
Intangible assets subject to amortization:
Customer relations	$	55,389	$	(5,640	)	$	49,749	$	54,608	$	(3,237	)	$	51,371
Patents		6,247		(800	)		5,447		6,179		(654	)		5,525
Favorable contracts		1,094		(768	)		326		1,094		(456	)		638
Backlog		1,379		(1,379	)		—		1,976		(1,976	)		—
Total intangible assets subject to amortization		64,109		(8,587	)		55,522		63,857		(6,323	)		57,534
Trademarks(1)		15,442		—			15,442		14,925		—			14,925
Intangible assets	$	79,551	$	(8,587	)	$	70,964	$	78,782	$	(6,323	)	$	72,459

(1) Accumulated amortization was recognized prior to our adoption of SFAS No. 142, Goodwill and Other Intangible Assets

Segment Allocation of Goodwill

Our goodwill is allocated among our operating segments as follows:

	December 31,
	2006		2005		Change
	(In thousands)
Belden Americas Segment	$	60,252	$	60,252	$	—
Specialty Products Segment		36,950		36,950		—
Europe Segment		33,671		30,474		3,197
Finance & Administration		144,261		144,614		(353	)
	$	275,134	$	272,290	$	2,844

Goodwill allocated to the Europe segment increased during 2006 primarily because of the $3.3 million impact of translation on goodwill denominated in currencies other than the United States dollar and $0.4 million of other adjustments partially offset by a $0.2 million reduction to Merger-related accrued severance balances that were originally recorded in purchase accounting and the $0.3 million impact of our buyout of a minority interest holder in one of our German subsidiaries. We believe that goodwill recognized in F&A benefits the entire Company because it represents acquirer-specific synergies unique to the Merger. Goodwill recorded in F&A decreased during 2006 because of a reduction to Merger-related accrued severance balances that were originally recorded in purchase accounting.

Impairment

At December 31, 2006 and 2005, the carrying amounts of goodwill, trademarks, and intangible assets subject to amortization were considered recoverable.

F-24

BELDEN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

During 2005, we determined that the carrying amount of goodwill reported by the Europe segment and the goodwill amount allocated from F&A to the Europe segment for the purpose of annual impairment testing were impaired because of our decision to exit the United Kingdom communications cable market. We determined the estimated fair value of the Europe reporting unit by calculating the present value of its estimated future cash flows. We determined the implied fair value of goodwill associated with the Europe reporting unit by subtracting the estimated fair value of tangible assets and intangible assets subject to amortization associated with the Europe reporting unit from the estimated fair value of the unit. We recognized impairment losses totaling $4.5 million in the Europe segment and $2.4 million in F&A in 2005.

Amortization Expense

The Company recognized amortization expense of $2.9 million, $4.8 million and $1.5 million in 2006, 2005, and 2004, respectively. The Company expects to recognize annual amortization expense of $2.9 million in 2007 and approximately $2.6 million in 2008, 2009, 2010, and 2011.

Note 10:   Accounts Payable and Accrued Liabilities

The carrying values of accounts payable and accrued liabilities were as follows:

	December 31,
	2006		2005
	(In thousands)
Accounts payable	$	88,557	$	100,731
Wages, severance and related taxes		44,469		33,370
Employee benefits		14,344		34,526
Interest		3,878		5,485
Other (individual items less than 5% of total current liabilities)		48,760		42,624
Accounts payable and accrued liabilities	$	200,008	$	216,736

North America Restructuring

In 2006, we announced our decision to restructure certain North American operations in an effort to increase our manufacturing presence in lower-labor-cost regions near our major markets, starting with the planned construction of a new manufacturing facility in Mexico, the upcoming closures of manufacturing facilities in Kentucky; South Carolina; and Illinois; and the cessation of manufacturing at our facility in Quebec. We recognized severance costs of $8.7 million in cost of sales within the Belden Americas segment in 2006. We expect to recognize estimated severance costs of approximately $2.8 million related to these restructuring actions during 2007.

Reduction in Force

In 2006, we recognized severance costs totaling $3.5 million ($1.2 million in cost of sales and $2.3 million in SG&A expenses) related to worldwide position eliminations resulting from our efforts to reduce production, selling, and administrative costs. Severance costs of $1.9 million, $1.0 million, $0.5 million, and $0.1 million were recognized by the Belden Americas segment, the Europe segment, the Specialty Products segment, and the Asia Pacific segment, respectively. We expect to recognize estimated severance costs of approximately $0.4 million related to this restructuring action during 2007.

F-25

BELDEN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Europe Restructuring

In 2005 and 2006, we announced various decisions to restructure certain European operations in an effort to reduce manufacturing floor space and overhead, starting with the closures of a manufacturing facility in Sweden and sales offices in the United Kingdom and Germany, as well as product portfolio actions in the Czech Republic and the Netherlands. We recognized severance costs within the Europe segment totaling $8.2 million ($6.7 million in cost of sales and $1.5 million in SG&A expenses) in 2006 and $7.7 million ($7.6 million in cost of sales and $0.1 million in SG&A expenses) during 2005 related to these restructuring actions. We do not expect to recognize additional severance costs related to these restructuring actions.

Belden CDT Merger Restructuring

In 2004, we initiated plans to reduce personnel at several legacy CDT locations and recognized severance costs of $14.0 million ($6.7 million, $3.3 million, $2.0 million, $1.7 million and $0.3 million in the financial records of F&A, the Europe segment, the Specialty Products segment, the Belden Americas segment, and the Asia Pacific segment, respectively). These costs were recognized as a liability assumed in the Merger and were included in the cost to acquire CDT. During 2005-2006, we decided to terminate certain of these restructuring plans because of improved capacity utilization. In 2006, we reduced accrued severance recorded within the Belden Americas segment and the Europe segment by $0.2 million each. In 2005, we reduced accrued severance recorded within the Specialty Products segment, the Europe segment, and the Belden Americas segment by $0.8 million, $0.8 million and $0.5 million, respectively. In each of these years, we also reduced the portion of the consideration we had previously allocated to goodwill by the same amounts.

The following table sets forth restructuring activity that occurred during 2004-2006:

	North America				Reduction				Europe				Belden CDT Merger
	Restructuring				in Force				Restructuring				Restructuring
	Accrual		Employee		Accrual		Employee		Accrual		Employee		Accrual			Employee
	Activity		Count		Activity		Count		Activity		Count		Activity			Count
	(In thousands, except number of employees)
Balance at December 31, 2003	$	—		—	$	—		—	$	—		—	$	—			—
New charges:
Merger restructuring		—		—		—		—		—		—		11,549			210
Cash payments/employee terminations		—		—		—		—		—		—		(8,162	)		(25	)
Foreign currency translation		—		—		—		—		—		—		162			—
Other adjustments		—		—		—		—		—		—		—			—
Balance at December 31, 2004		—		—		—		—		—		—		3,549			185
New charges:
Ongoing benefits arrangement		—		—		—		—		7,698		151		—			—
Merger restructuring		—		—		—		—		—		—		2,447			22
Cash payments/employee terminations		—		—		—		—		—		—		(1,909	)		(62	)
Foreign currency translation		—		—		—		—		—		—		(2	)		—
Other adjustments		—		—		—		—		—		—		(2,107	)		(76	)

F-26

BELDEN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	North America						Reduction						Europe						Belden CDT Merger
	Restructuring						in Force						Restructuring						Restructuring
	Accrual			Employee			Accrual			Employee			Accrual			Employee			Accrual			Employee
	Activity			Count			Activity			Count			Activity			Count			Activity			Count
	(In thousands, except number of employees)
Balance at December 31, 2005		—			—			—			—			7,698			151			1,978			69
New charges:
One-time termination arrangement		8,731			451			3,501			118			—			—			—			—
Ongoing benefits arrangement		—			—			—			—			7,307			80			—			—
Special termination benefits		—			—			—			—			908			3			—			—
Cash payments/employee terminations		(1,095	)		(182	)		(124	)		(3	)		(11,949	)		(181	)		(886	)		(22	)
Foreign currency translation		(71	)		—			(4	)		—			577			—			43			—
Other adjustments		—			—			—			—			(59	)		—			(423	)		(36	)
Balance at December 31, 2006	$	7,565			269		$	3,373			115		$	4,482			53		$	712			11

The Company continues to review its business strategies and evaluate further restructuring actions. This could result in additional severance and other related benefits charges in future periods.

Environmental Remediation Liabilities

Our accrued liability for environmental remediation and related costs was approximately $6.2 million and $7.2 million at December 31, 2006 and 2005, respectively. The Company expects to fund these environmental remediation liabilities over the next 4 years. It is reasonably possible that a change in the estimated remediation costs will occur before remediation is completed.

Executive Succession Costs

In 2005, two former senior executives entered into separation of employment agreements with us. The separation agreements confirmed each executive’s entitlement and obligations under his July 2001 change of control agreement as a result of his separation of employment. We recognized SG&A expense of $7.0 million in 2005 related to these separations of employment and associated executive succession planning services.

F-27

BELDEN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 11:   Long-Term Debt and Other Borrowing Arrangements

The carrying values of long-term debt and other borrowing arrangements were as follows:

	December 31,
	2006			2005
	(In thousands)
Contingently convertible notes, face amount of $110,000 due 2023, contractual interest rate 4.00%, effective interest rate 4.00%	$	110,000		$	110,000
Medium-term notes, face amount of $45,000 due from 2007 through 2009, contractual interest rate 6.92%, effective interest rate 6.92%		45,000			60,000
Medium-term notes, face amount of $17,000 due 2009, contractual interest rate 7.95%, effective interest rate 8.06%		17,000			17,000
Medium-term notes, face amount of $44,000 due 2006, contractual interest rate 7.74%, effective interest rate 7.85%		—			44,000
Variable-rate bank revolving credit agreement, due 2011		—			—
Other		—			51
Total debt and other borrowing arrangements		172,000			231,051
Less current maturities		(62,000	)		(59,000	)
Long-term debt and other borrowing arrangements	$	110,000		$	172,051

Contingently Convertible Notes

At December 31, 2006, we had outstanding $110.0 million of unsecured subordinated debentures. The debentures are convertible into approximately 6.2 million shares of common stock, at a conversion price of $17.859 per share, upon the occurrence of certain events. The conversion price is subject to adjustment for dividends and other equity transactions.

Holders may surrender their debentures for conversion into shares of our common stock upon satisfaction of any of the following conditions: (1) the closing sale price of our common stock is at least 110% of the conversion price for a minimum of 20 days in the 30 trading-day period ending on the trading day prior to surrender; (2) the senior implied rating assigned to us by Moody’s Investors Service, Inc. is downgraded to B2 or below and the corporate credit rating assigned to us by Standard & Poor’s is downgraded to B or below; (3) we have called the debentures for redemption; or, (4) upon the occurrence of certain corporate transactions as specified in the indenture. As of December 31, 2006, condition (1) had been met, but condition (2) had not been met as the senior implied rating was Ba2 and the corporate credit rating was BB−.

Interest of 4.0% is payable semiannually in arrears, on January 15 and July 15. The debentures mature on July 15, 2023, if not previously redeemed. We may call some or all of the debentures on or after July 21, 2008 for redemption in cash, at a price equal to 100% of the principal amount of the debentures plus accrued and unpaid interest up to the redemption date. Holders may require us to purchase all or part of their debentures on July 15, 2008, July 15, 2013, or July 15, 2018, at a price equal to 100% of the principal amount of the debentures plus accrued and unpaid interest up to the redemption date, in which case the purchase price may be paid in cash, shares of our common stock or a combination of cash and our common stock, at our option.

Medium-Term Notes

In 1999, we completed a private placement of $44.0 million and $17.0 million of unsecured medium-term notes. We repaid the $44.0 million tranche of these notes in 2006. The agreement for the notes contains

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

various customary affirmative and negative covenants and other provisions, including restrictions on the incurrence of debt, maintenance of a maximum leverage ratio and minimum net worth.

In 1997, we completed a private placement of $75.0 million of unsecured medium-term notes. The notes bear interest at 6.92% and mature in 8 to 12 years from closing with an average life of 10 years. We repaid $30.0 million of these notes in 2005-2006. The agreement for the notes contains various customary affirmative and negative covenants and other provisions, including restrictions on the incurrence of debt, maintenance of a maximum leverage ratio and minimum net worth.

In January 2007, we discovered that we were in technical default of a covenant in each agreement. Rather than request a waiver for these covenant violations, we redeemed the outstanding notes and consequently classified them as a current maturity in our Consolidated Balance Sheet. Additional discussion regarding our 2007 redemption of these notes is included in Note 21 to the Consolidated Financial Statements.

Senior Credit Agreement

We executed a new credit agreement with a group of 8 banks in January 2006 (the Senior Credit Agreement). The Senior Credit Agreement provides us with a $165.0 million secured, variable-rate and revolving credit facility expiring in January 2011. The facility is secured by our overall cash flow and our assets in the United States. There were no borrowings outstanding under this facility at any time during 2006. The Senior Credit Agreement contains certain financial covenants, including maintenance of maximum leverage and minimum fixed charge coverage ratios, with which we are required to comply.

The Senior Credit Agreement replaced a $75.0 million agreement executed in October 2003 between us and a group of 6 banks that would have expired in June 2006. We cancelled this old credit agreement in January 2006.

Maturities

Maturities on outstanding long-term debt and other borrowings during each of the five years subsequent to December 31, 2006 are as follows:

	(In thousands)
2007	$	62,000
2008		—
2009		—
2010		—
2011		—
Thereafter		110,000
	$	172,000

Note 12:   Income Taxes

The net income tax expense of $40.7 million for 2006 resulted from income from continuing operations before taxes of $112.3 million. We recorded an additional $3.7 million deferred tax asset valuation reserve during 2006 with respect to net operating losses generated primarily in the Netherlands and Sweden. We consider income from foreign subsidiaries to be indefinitely reinvested and, accordingly, have not recorded a provision for United States federal and state income taxes for foreign income. Undistributed income of our foreign subsidiaries totaled $12.2 million in 2006. Upon distribution of foreign subsidiary income, we may be subject to United States income taxes (subject to an adjustment for foreign tax credits) and withholding taxes payable to the various foreign countries.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

We are party to a Tax Sharing and Separation Agreement (Tax Agreement) with our former owner, Cooper Industries Ltd. (Cooper). The Tax Agreement requires us to pay Cooper most of the tax benefits resulting from basis adjustments arising from our initial public offering on October 6, 1993. The effect of the Tax Agreement is to put us in the same financial position we would have been in had there been no increase in the tax basis of our assets (except for a retained 10% benefit). The retained 10% benefit reduced income tax expense for the years ended December 31, 2006, 2005, and 2004 by $1.2 million each year. Included in 2006 taxes paid were $10.4 million paid to Cooper in accordance with the Tax Agreement. There were no payments to Cooper under the Tax Agreement in 2005 and 2004.

	Years Ended December 31,
	2006		2005			2004
	(In thousands)
Income (loss) from continuing operations before taxes:
United States operations	$	100,058	$	53,627		$	33,905
Foreign operations		12,218		3,913			(9,308	)
	$	112,276	$	57,540		$	24,597
Income tax expense (benefit):
Currently payable (receivable):
United States federal	$	13,513	$	—		$	—
United States state and local		409		155			—
Foreign		7,895		9,690			(5,191	)
		21,817		9,845			(5,191	)
Deferred:
United States federal		15,946		13,759			9,240
United States state and local		2,869		1,739			1,959
Foreign		81		(1,371	)		7,889
		18,896		14,127			19,088
Total income tax expense	$	40,713	$	23,972		$	13,897

	Years Ended December 31,
	2006			2005			2004
Effective income tax rate reconciliation:
United States federal statutory rate		35.0	%		35.0	%		35.0	%
State and local income taxes		2.9	%		3.3	%		1.8	%
Increase in deferred tax asset valuation allowance		3.3	%		8.7	%		38.2	%
Resolution of prior-period tax contingency		(4.3	)%		(6.5	)%		(9.9	)%
Foreign income tax rate differences		(0.2	)%		1.9	%		(5.0	)%
Other		(0.4	)%		(0.7	)%		(3.6	)%
		36.3	%		41.7	%		56.5	%

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	December 31,
	2006			2005
	(In thousands)
Components of deferred income tax balances:
Deferred income tax liabilities, net:
Plant, equipment and intangibles	$	(105,362	)	$	(108,373	)
Deferred income tax assets:
Postretirement and pension accruals		20,996			20,366
Reserves and accruals		31,982			21,975
Net operating loss carryforwards		46,902			47,812
Valuation allowances		(31,253	)		(27,786	)
		68,627			62,367
Net deferred income tax liability	$	(36,735	)	$	(46,006	)

	December 31,
	2006								2005
	Current		Noncurrent			Total			Current		Noncurrent			Total
	(In thousands)
Deferred income tax assets	$	34,664	$	33,963		$	68,627		$	27,845	$	34,522		$	62,367
Deferred income tax liabilities		—		(105,362	)		(105,362	)		—		(108,373	)		(108,373	)
	$	34,664	$	(71,399	)	$	(36,735	)		27,845	$	(73,851	)	$	(46,006	)

Deferred income taxes have been established for differences in the basis of assets and liabilities for financial statement and tax reporting purposes as adjusted for the Tax Agreement with Cooper.

As of December 31, 2006, we had $220.5 million of net operating loss carryforwards as adjusted by the Tax Agreement with Cooper. Unless otherwise utilized, net operating loss carryforwards will expire as follows: $11.7 million in 2007, $11.6 million in 2008, $13.6 million between 2009 and 2011, and $65.9 million between 2012 and 2025. Net operating loss carryforwards with an indefinite carryforward period total $117.7 million. The net operating loss carryforwards expiring in 2007 through 2009 will not have a significant impact on the effective tax rate because of deferred tax asset valuation allowances recorded for those loss carryforwards.

Note 13:   Pension and Other Postretirement Benefits

Substantially all employees in Canada, the Czech Republic, the Netherlands, the United Kingdom, and the United States are covered by defined benefit or defined contribution pension plans. We terminated our separate defined benefit plan in the Netherlands at the end of 2005. Employees in the Netherlands now participate in an industry pension plan. Annual contributions to retirement plans equal or exceed the minimum funding requirements of applicable local regulations. The assets of the pension plans we sponsor are maintained in various trusts and are invested primarily in equity and fixed income securities.

Benefits provided to employees under defined contribution plans include cash contributions by the Company based on either hours worked by the employee or a percentage of the employee’s compensation and in certain plans during 2005 a partial matching of employees’ salary deferrals with our common stock. Defined contribution expense for 2006, 2005, and 2004 was $8.9 million, $6.0 million and $4.2 million, respectively. The increase in contributions during 2006 resulted primarily from contributions to the industry pension plan for employees in the Netherlands and during 2005 from the Merger.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

We sponsor unfunded postretirement medical and life insurance benefit plans for certain of our employees in Canada and the United States. The medical benefit portion of the United States plan is only for employees who retired prior to 1989 as well as certain other employees who were near retirement and elected to receive certain benefits.

The following tables provide a reconciliation of the changes in the plans’ benefit obligations and fair value of assets as well as a statement of the funded status and balance sheet reporting for these plans.

	Pension Benefits
	Years Ended						Other Benefits
	December 31,						Years Ended December 31,
	2006			2005			2006			2005
	(In thousands)
Change in benefit obligation:
Benefit obligation, beginning of year	$	(177,166	)	$	(263,913	)	$	(47,583	)	$	(41,279	)
Service cost		(6,163	)		(9,476	)		(646	)		(530	)
Interest cost		(9,146	)		(13,151	)		(2,326	)		(2,344	)
Participant contributions		(319	)		(1,300	)		(31	)		(40	)
Plan amendments		(545	)		—			—			—
Actuarial gain (loss)		(2,310	)		(16,056	)		2,607			(4,908	)
Special termination benefits		—			(5,869	)		—			—
Liability curtailments		3,129			17,250			—			—
Liability settlements		—			85,146			—			—
Foreign currency exchange rate changes		(5,194	)		11,444			(230	)		(976	)
Benefits paid		13,096			18,759			2,724			2,494
Benefit obligation, end of year	$	(184,618	)	$	(177,166	)	$	(45,485	)	$	(47,583	)

	Pension Benefits
	Years Ended						Other Benefits
	December 31,						Years Ended December 31,
	2006			2005			2006			2005
	(In thousands)
Change in Plan Assets:
Fair value of plan assets, beginning of year	$	134,716		$	190,066		$	—		$	—
Actual return on plan assets		16,639			23,117			—			—
Employer contributions		28,198			26,071			2,693			2,454
Plan participants contributions		319			1,300			31			40
Liability settlements		—			(78,894	)		—			—
Foreign currency exchange rate changes		4,603			(8,185	)		—			—
Benefits paid		(13,096	)		(18,759	)		(2,724	)		(2,494	)
Fair value of plan assets, end of year	$	171,379		$	134,716		$	—		$	—
Funded Status:
Funded status	$	(13,239	)	$	(42,450	)	$	(45,485	)	$	(47,583	)
Unrecognized net actuarial loss		35,580			43,559			11,151			14,351
Unrecognized prior service cost		468			(104	)		(408	)		(514	)
Accrued benefit cost	$	22,809		$	1,005		$	(34,742	)	$	(33,746	)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Pension Benefits						Other Benefits
	December 31,						December 31,
	2006			2005			2006			2005
	(In thousands)
Amounts recognized in the balance sheets:
Prepaid benefit cost	$	5,761		$	750		$	—		$	—
Accrued benefit liability (current)		(1,118	)		(18,678	)		(2,599	)		(2,949	)
Accrued benefit liability (noncurrent)		(18,026	)		(10,954	)		(42,888	)		(30,797	)
Noncurrent deferred taxes		13,093			11,358			4,015			—
Accumulated other comprehensive income		23,099			18,529			6,730			—
Net amount recognized	$	22,809		$	1,005		$	(34,742	)	$	(33,746	)

In 2006, the change in benefit obligation attributable to actuarial gain or losses for pension benefits related primarily to a change in the mortality assumption for the United Kingdom plan and for other postretirement benefits related primarily to favorable claims experience for the Canadian plan. In 2005, the change in benefit obligation for pension and other

postretirement benefits attributable to actuarial gains or losses related primarily to a decrease in the discount rate used in the computation of such benefits.

The accumulated benefit obligation for all defined benefit pension plans was $178.2 million and $164.0 million at December 31, 2006 and 2005, respectively.

The projected benefit obligation, accumulated benefit obligation, and fair value of plan assets for the pension plans with an accumulated benefit obligation in excess of plan assets were $131.9 million, $126.3 million, and $112.8 million, respectively, as of December 31, 2006 and $165.4 million, $152.2 million, and $122.3 million, respectively, as of December 31, 2005.

The following table provides the components of net periodic benefit costs for the plans.

	Pension Benefits									Other Benefits
	Years Ended December 31,									Years Ended December 31,
	2006			2005			2004			2006			2005			2004
	(In thousands)
Components of net periodic benefit cost:
Service cost	$	6,163		$	9,476		$	7,589		$	646		$	530		$	205
Interest cost		9,146			13,151			12,014			2,326			2,344			1,525
Expected return on plan assets		(10,814	)		(14,838	)		(13,047	)		—			—			—
Amortization of prior service cost		(27	)		(39	)		(39	)		(106	)		(106	)		(106	)
Special termination benefits		—			5,869			976			—			—			—
Settlement of liabilities		(45	)		863			46			—			—			—
Net (gain) loss recognition		2,502			3,432			2,116			687			619			432
Net periodic benefit cost	$	6,925		$	17,914		$	9,655		$	3,553		$	3,387		$	2,056

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table presents the assumptions used in determining the benefit obligations and the net periodic benefit cost amounts.

	Pension Benefits				Other Benefits
	December 31,				December 31,
	2006		2005		2006		2005
Weighted average assumptions for benefit obligations at year end:
Discount rate		5.4%		5.2%		5.3%		5.2%
Salary increase		4.0%		4.0%		N/A		N/A
Weighted average assumptions for net periodic cost for the year:
Discount rate		5.2%		5.4%		5.2%		5.8%
Salary increase		4.0%		4.0%		N/A		N/A
Expected return on assets		7.4%		8.1%		N/A		N/A
Assumed health care cost trend rates:
Health care cost trend rate assumed for next year		N/A		N/A		9.0%		10.0%
Rate that the cost trend rate gradually declines to		N/A		N/A		5.0%		5.0%
Year that the rate reaches the rate it is assumed to remain at		N/A		N/A		2011		2010
Measurement date		12/31/2006		12/31/2005		12/31/2006		12/31/2005

Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plan. A one percentage-point change in the assumed health care cost trend rates would have the following effects on 2006 expense and year-end liabilities.

	1% Increase		1% Decrease
	(In thousands)
Effect on total of service and interest cost components	$	408	$	(320	)
Effect on postretirement benefit obligation	$	5,508	$	(4,427	)

In 2004, the FASB issued FASB Staff Position (FSP) No. 106-2, Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the Act). FSP No. 106-2 provides guidance on the accounting for and disclosure of the subsidy available under the Act for employers that sponsor postretirement health care plans providing prescription drug benefits. We elected to apply the requirements of FSP 106-2 in the second quarter of 2004, retroactive to the enactment date of the Act. The reduction in the accumulated postretirement benefit obligation attributed to past service as a result of the subsidy available under the Act is $1.6 million. The effect of the subsidy on the net periodic postretirement benefit cost for 2004 is $0.2 million.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table reflects the pension plans’ actual and target asset allocations.

	Target			Actual			Actual
	December 31,
	2007			2006			2005
Asset Category:
Equity securities		57	%		75	%		78	%
Debt securities		43	%		25	%		22	%
Real estate		0	%		0	%		0	%
Other		0	%		0	%		0	%
Total		100	%		100	%		100	%

Absent regulatory or statutory limitations, the target asset allocation for the investment of the assets for our ongoing pension plans is 25% in debt securities and 75% in equity securities and for our pension plans where the majority of the participants are in payment or terminated vested status is 80% in debt securities and 20% in equity securities. The plans only invest in debt and equity instruments for which there is a ready public market. We develop our expected long-term rate of return assumptions based on the historical rates of returns for equity and debt securities of the type in which our plans invest.

The following table reflects the benefits as of December 31, 2006 expected to be paid in each of the next five years and in the aggregate for the five years thereafter from our pension and other postretirement plans as well as the expected subsidy receipts available under the Act in these years. Because our other postretirement plans are unfunded, the anticipated benefits with respect to these plans will come from our own assets. Because our pension plans are primarily funded plans, the anticipated benefits with respect to these plans will come primarily from the trusts established for these plans.

					Medicare
	Pension				Subsidy
	Plans		Other Plans		Receipts
	(In thousands)
2007	$	10,689	$	2,966	$	296
2008		10,846		2,980		293
2009		12,842		3,002		285
2010		13,181		2,990		276
2011		12,849		2,949		261
2012-2016		71,355		13,962		1,050
Total	$	131,762	$	28,849	$	2,461

We anticipate contributing $10.1 million and $2.9 million to our pension and other postretirement plans, respectively, during 2007.

The amounts in accumulated other comprehensive income that have not yet been recognized as components of net periodic benefits cost at December 31, 2006, the changes in these amounts during the year ended December 31, 2006, and the expected amortization of these amounts as components of net periodic benefit cost for the year ended December 31, 2007 are as follows.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Pension			Other
	Benefits			Benefits
	(In thousands)
Components of accumulated other comprehensive income:
Net actuarial loss	$	35,580		$	11,151
Net prior service cost (credit)		468			(408	)
Net transition obligation (asset)		—			—
	$	36,048		$	10,743
Changes in accumulated other comprehensive income:
Net actuarial loss, beginning of year	$	43,559		$	14,351
Amortization cost		(2,502	)		(687	)
Liability loss (gain)		2,310			(2,607	)
Asset gain		(5,825	)		—
Recognition of curtailment gain		(3,129	)		—
Recognition of settlement loss		45			—
Currency impact		1,122			94
Net actuarial loss, end of year	$	35,580		$	11,151
Prior service cost, beginning of year	$	(104	)	$	(514	)
Amortization credit		27			106
Plan amendment		545			—
Prior service cost, end of year	$	468		$	(408	)

	Pension		Other
	Benefits		Benefits
	(In thousands)
Expected 2007 amortization:
Amortization of net transition obligation	$	—	$	—
Amortization of prior service cost		16		(106	)
Amortization of net losses		1,935		610
	$	1,951	$	504

The following table provides the impact of adopting SFAS No. 158 on our Consolidated Balance Sheet at December 31, 2006.

	Increase
	(Decrease)
	(In thousands)
Balance sheet components:
Long-lived assets	$	(18,281	)
Current liabilities		(6,981	)
Long-term liabilities		14,852
Deferred taxes		(10,701	)
Accumulated other comprehensive income		(15,451	)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 14:   Share-Based Compensation

On January 1, 2006, we adopted SFAS No. 123(R), Share-Based Payment, using the modified prospective method. Results for prior periods have not been restated.

Our operating results and cash flows for 2006 differ from operating results and cash flows that would have resulted had we continued to account for share-based compensation plans using the intrinsic-value method by the following amounts:

	Increase
	(Decrease)
	(In thousands, except
	per share data)
Income from continuing operations before taxes	$	(1,879	)
Income from continuing operations		(1,157	)
Net income		(1,157	)
Net income per basic share		(0.03	)
Net income per diluted share		(0.02	)
Cash provided by operating activities		(7,369	)
Cash provided by financing activities		7,369

Compensation cost charged against income and the income tax benefit recognized for our share-based compensation arrangements is included below:

	Years Ended December 31,
	2006		2005		2004
	(In thousands)
Total share-based compensation cost(1)	$	5,765	$	3,539	$	3,768
Income tax benefit		2,214		1,359		1,447

(1) All compensation cost is charged to SG&A expenses.

The following table illustrates the effect on net income and net income per share if we had accounted for stock options using the fair value method in 2005 and 2004. For the purpose of this pro forma disclosure, the value of the options is estimated using a Black-Scholes-Merton option-pricing formula and amortized to expense over the options’ vesting periods.

	Year Ended				Year Ended
	December 31, 2005				December 31, 2004
	As Reported		Pro Forma		As Reported		Pro Forma
	(In thousands, except per share amounts)
Share-based employee compensation cost, net of tax	$	2,180	$	2,649	$	2,321	$	4,708
Net income		47,558		47,089		15,189		12,802
Basic net income per share		1.04		1.03		0.43		0.36
Diluted net income per share		0.96		0.96		0.43		0.36

We currently have outstanding stock appreciation rights (SARs), stock options, restricted stock shares, restricted stock units with service vesting conditions, and restricted stock units with performance vesting conditions. We grant SARs and stock options with an exercise price equal to the market price of our common stock on the grant date. SARs may be converted into shares of our common stock in equal amounts on each of the first 3 anniversaries of the grant date and expire 10 years from the grant date. Stock options become exercisable in equal amounts on each of the first 3 anniversaries of the grant date and expire 10 years from the grant date. Certain awards provide for accelerated vesting if there is a change in control of the Company. Both

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

restricted stock shares and units with service conditions “cliff vest” in either 3 or 5 years from the grant date. Restricted stock units with performance conditions begin to vest upon satisfaction of certain financial performance conditions on the first anniversary of their grant date and then vest ratably on the second and third anniversaries of their grant date. If the financial performance conditions are not satisfied, the restricted stock units will be forfeited. The performance vesting conditions have been satisfied for all outstanding restricted stock units with performance vesting conditions.

We recognize compensation cost for all awards based on their fair values. The fair values for SARs and stock options are estimated on the grant date using the Black-Scholes-Merton option-pricing formula which incorporates the assumptions noted in the following table. The fair value of restricted stock shares and units is the market price of our common stock on the date of grant. Compensation costs for awards with service conditions are amortized to expense using the straight-line method. Compensation costs for awards with performance conditions are amortized to expense using the graded attribution method.

	Years Ended December 31,
	2006			2005			2004
	(In thousands, except weighted average fair value and assumptions)
Weighted-average air value of SARs and options granted	$	11.37		$	6.20		$	4.74
Total intrinsic value of SARs converted and options exercised		20,516			2,045			1,321
Cash received for options exercised		38,808			6,897			4,507
Excess tax benefits realized from SARs converted and options exercised		7,369			—			—
Weighted-average fair value of restricted stock shares and units granted		28.96			19.93			20.61
Total fair value of restricted stock shares and units vested		997			3,342			1,583
Expected volatility		36.92	%		37.76	%		39.53	%
Expected term (in years)		6.5			6.8			6.3
Risk-free rate		4.54	%		4.36	%		3.79	%
Dividend yield		0.76	%		4.10	%		6.31	%

										Restricted Shares
	SARs and Stock Options									and Units
						Weighted-							Weighted-
				Weighted-		Average							Average
				Average		Remaining		Aggregate					Grant-Date
				Exercise		Contractual		Intrinsic					Fair
	Number			Price		Term		Value		Number			Value
	(In thousands, except exercise prices, fair values, and contractual terms)
Outstanding at January 1, 2006		4,548		$	24.06						222		$	20.16
Granted		344			26.53						197			28.96
Exercised or converted		(1,843	)		21.17						(48	)		20.63
Forfeited or expired		(301	)		29.71						(3	)		22.03
Outstanding at December 31, 2006		2,748		$	25.57		5.0	$	38,430		368		$	24.79
Vested or expected to vest at December 31, 2006		2,716		$	25.59		5.0	$	37,946
Exercisable or convertible at December 31, 2006		1,761			27.13		3.2		21,881

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BELDEN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

At December 31, 2006, the total unrecognized compensation cost related to all nonvested awards was $12.5 million. That cost is expected to be recognized over a weighted-average period of 2.3 years.

Historically, we have issued treasury shares, if available, to satisfy award conversions and exercises.

Note 15:   Stockholder Rights Plan

Under our Stockholder Rights Plan, each share of our common stock generally has “attached” to it one preferred share purchase right. Each right, when exercisable, entitles the holder to purchase 1/1000th of a share of our Junior Participating Preferred Stock Series A at a purchase price of $150.00 (subject to adjustment). Each 1/1000th of a share of Series A Junior Participating Preferred Stock will be substantially equivalent to one share of our common stock and will be entitled to one vote, voting together with the shares of common stock.

The rights will become exercisable only if, without the prior approval of the Board of Directors, a person or group of persons acquires or announces the intention to acquire 20% or more of our common stock. If we are acquired through a merger or other business combination transaction, each right will entitle the holder to purchase $300.00 worth of the surviving company’s common stock for $150.00 (subject to adjustment). In addition, if a person or group of persons acquires 20% or more of our common stock, each right not owned by the 20% or greater shareholder would permit the holder to purchase $300.00 worth of our common stock for $150.00 (subject to adjustment). The rights are redeemable, at our option, at $.01 per right at any time prior to an announcement of a beneficial owner of 20% or more of our common stock then outstanding. The rights expire on December 9, 2016.

Note 16:   Operating Leases

Operating lease expense incurred primarily for office space, machinery and equipment was $13.8 million, $12.5 million and $8.6 million in 2006, 2005, and 2004, respectively.

Minimum annual lease payments for noncancelable operating leases in effect at December 31, 2006 are as follows:

	(In thousands)
2007	$	6,309
2008		3,836
2009		2,535
2010		1,183
2011		340
Thereafter		67
	$	14,270

Certain of our operating leases include step rent provisions and rent escalations. We include these step rent provisions and rent escalations in our minimum lease payments obligations and recognize them as a component of rental expense on a straight-line basis over the minimum lease term.

Note 17:   Market Concentrations and Risks

Concentrations of Credit

We sell our products to many customers in several markets across multiple geographic areas. The ten largest customers, primarily the larger distributors and communications companies, constitute in aggregate approximately 46%, 42% and 52% of revenues in 2006, 2005, and 2004, respectively.

F-39

BELDEN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

At December 31, 2006, we had $25.5 million in trade accounts receivable outstanding from Anixter International Inc. (Anixter). This represented approximately 12% of our total trade accounts receivable outstanding at December 31, 2006. Historically, Anixter generally pays all outstanding receivables within thirty to sixty days of invoice receipt.

Unconditional Copper Purchase Obligations

At December 31, 2006, we were committed to purchase approximately 0.3 million pounds of copper at an aggregate cost of $0.7 million. At December 31, 2006, the fixed cost of this purchase was less than $0.1 million under the market cost that would be incurred on a spot purchase of the same amount of copper. The aggregate market cost was based on the current market price of copper obtained from the New York Mercantile Exchange. These commitments will mature in 2007.

Labor

Approximately 36% of our labor force is covered by collective bargaining agreements at various locations around the world. Approximately 29% of our labor force is covered by collective bargaining agreements that we expect to renegotiate during 2007.

International Operations

The carrying amounts of net assets belonging to our international operations were as follows:

	December 31,
	2006			2005
	(In thousands)
Europe	$	211,588		$	155,586
Canada		111,657			104,561
Rest of World		(20,865	)		(21,998	)

Fair Value of Financial Instruments

Our financial instruments consist primarily of cash and cash equivalents, trade receivables, trade payables, and debt instruments. The carrying amounts of cash and cash equivalents, trade receivables, and trade payables at December 31, 2006 are considered representative of their respective fair values. The carrying amount of our debt instruments at December 31, 2006 was $172.0 million. The fair value of our debt instruments at December 31, 2006 was approximately $318.6 million estimated on a discounted cash flow basis using currently obtainable rates for similar financing. Included in this amount was an estimated $249.0 million fair value of convertible subordinated debentures with a face value of $110.0 million. The fair value premium of $39.9 million related to these debentures as of the Merger date, which related to the conversion option embedded within the debentures, was recognized as an increase to both additional paid-in capital and goodwill.

Note 18:   Contingent Liabilities

General

Various claims are asserted against us in the ordinary course of business including those pertaining to income tax examinations and product liability, customer, employment, vendor and patent matters. Based on facts currently available, management believes that the disposition of the claims that are pending or asserted will not have a materially adverse effect on our financial position, operating results, or cash flow.

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BELDEN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Letters of Credit, Guarantees and Bonds

At December 31, 2006, we were party to unused standby letters of credit and unused bank guarantees totaling $7.2 million and $5.4 million, respectively. We also maintain bonds totaling $3.9 million in connection with workers compensation self-insurance programs in several states, taxation in Canada, retirement benefits in Germany, and the importation of product into the United States and Canada.

Note 19:   Minimum Requirements Contract Income

We had a contractual sales incentive agreement with a customer that required the customer to purchase quantities of product from us generating at a minimum $3.0 million in gross profit per annum or pay us compensation according to contractual terms through December 31, 2005. During each of the years 2005 and 2004, the customer did not make the minimum required purchases and we were entitled to receive compensation according to the terms of the agreement. As a result, we recognized $3.0 million in operating income in 2005 and 2004. The contract expired upon receipt of the 2005 payment.

Note 20:   Quarterly Operating Results (unaudited)

2006	1st			2nd(1)		3rd(2)		4th(3)		Year
	(In thousands, except per share amounts)
Number of days in quarter		85			91		91		98		365
Revenues	$	321,905		$	409,568	$	385,581	$	378,757	$	1,495,811
Gross profit		73,415			92,177		89,373		78,348		333,313
Operating income		26,956			36,803		35,617		19,102		118,478
Income from continuing operations		14,940			21,524		24,386		10,713		71,563
Gain (loss) from discontinued operations		(1,330	)		—		—		—		(1,330	)
Gain (loss) on disposal of discontinued operations		(4,298	)		—		—		—		(4,298	)
Net income		9,312			21,524		24,386		10,713		65,935
Basic income (loss) per share:
Continuing operations	$	0.35		$	0.50	$	0.56	$	0.24	$	1.65
Discontinued operations		(0.03	)		—		—		—		(0.03	)
Disposal of discontinued operations		(0.10	)		—		—		—		(0.10	)
Net income		0.22			0.50		0.56		0.24		1.52
Diluted income (loss) per share:
Continuing operations	$	0.32		$	0.44	$	0.50	$	0.22	$	1.48
Discontinued operations		(0.03	)		—		—		—		(0.03	)
Disposal of discontinued operations		(0.09	)		—		—		—		(0.08	)
Net income		0.20			0.44		0.50		0.22		1.37

F-41

BELDEN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

2005	1st			2nd		3rd(4)			4th		Year
	(In thousands, except per share amounts)
Number of days in quarter		86			91		91			97		365
Revenues	$	286,268		$	311,438	$	316,480		$	331,483	$	1,245,669
Gross profit		62,785			72,276		74,002			68,310		277,373
Operating income		14,651			16,359		18,018			19,510		68,538
Income from continuing operations		7,382			8,858		9,118			8,210		33,568
Gain (loss) from discontinued operations		(739	)		1,144		(3,053	)		1,475		(1,173	)
Gain on disposal of discontinued operations		6,400			8,763		—			—		15,163
Net income		13,043			18,765		6,065			9,685		47,558
Basic income (loss) per share:
Continuing operations	$	0.16		$	0.19	$	0.20		$	0.19	$	0.74
Discontinued operations		(0.02	)		0.02		(0.07	)		0.03		(0.03	)
Disposal of discontinued operations		0.14			0.19		—			—		0.33
Net income		0.28			0.40		0.13			0.22		1.04
Diluted income (loss) per share:
Continuing operations	$	0.15		$	0.18	$	0.19		$	0.18	$	0.69
Discontinued operations		(0.01	)		0.02		(0.06	)		0.03		(0.02	)
Disposal of discontinued operations		0.12			0.16		—			—		0.29
Net income		0.26			0.36		0.13			0.21		0.96

(1)	Includes assets impairment totaling $2.4 million.
(2)	Includes asset impairment totaling $2.5 million.
(3)	Includes asset impairment totaling $6.2 million.
(4)	Includes asset impairment totaling $8.0 million.

Note 21:   Subsequent Events (Unaudited)

Pending Acquisitions

In January 2007, we announced the pending acquisition of Germany-based Hirschmann Automation and Control GmbH (HAC) for approximately $260.0 million cash. HAC is a leading supplier of Industrial Ethernet solutions and industrial connectors and had annual revenues of approximately $250.0 million in 2006.

In February 2007, we announced the pending acquisition of Hong Kong-based LTK Wiring Co. Ltd. (LTK) for approximately $195.0 million cash. LTK is a leading supplier of electronic cable for the China market and had annual revenues of approximately $220.0 million in 2006.

We anticipate that these acquisitions will be funded with available cash, internally-generated funds, and cash obtained through external borrowings. The consummation of both of these acquisitions is subject to customary closing conditions.

Long-Term Debt and Other Borrowing Arrangements

On February 2, 2007, we received a commitment letter (Commitment) from Wachovia Bank, National Association and certain Wachovia affiliates (Wachovia) that set out the terms by which Wachovia would provide us (i) a senior secured term loan of up to $125 million and (ii) a senior secured revolving credit facility of up to $200 million (individually a Facility and together the Facilities). We may use the Facilities to

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BELDEN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

refinance our existing senior secured credit facility or for ongoing working capital requirements and other corporate purposes (including acquisitions). The Commitment, unless accepted by us before March 2, 2007, will expire. If we accept the Commitment before this deadline, we will have until April 2, 2007 to complete the closing of either Facility (or both); otherwise, the Commitment will expire on such date. With the closing of the amendment to our Senior Credit Agreement described below, Wachovia’s commitment for a $200.0 million senior secured revolving credit facility expired.

On February 16, 2007, we entered into an amendment to our existing Senior Credit Agreement, which provides that the amount of the commitment be increased from $165.0 million to $225.0 million as well as amends certain restrictive covenants governing affiliate indebtedness and asset sales.

On February 16, 2007, we redeemed our medium-term notes in the aggregate principal amount of $62.0 million and, in connection therewith, we paid a make-whole premium of approximately $2.0 million. The redemption was made with cash on hand.

Note 22:   Supplemental Guarantor Information

In 2007, Belden Inc., then known as Belden CDT Inc. (the Issuer), issued $350.0 million aggregate principal amount of 7.0% senior subordinated notes due 2017. The notes rank senior to our convertible subordinated debentures, rank equal in right of payment with any of our future senior subordinated debt, and are subordinated to all of our senior debt and the senior debt of our subsidiary guarantors, including our senior secured credit facility. Interest is payable semiannually on March 15 and September 15. Belden Inc. and its current and future material domestic subsidiaries have fully and unconditionally guaranteed the notes on a joint and several basis. The following consolidating financial information presents information about the Issuer, guarantor subsidiaries and non-guarantor subsidiaries. Investments in subsidiaries are accounted for on the equity basis. Intercompany transactions are eliminated.

F-43

BELDEN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Supplemental Condensed Consolidating Balance Sheets

	December 31, 2006
			Guarantor			Non-Guarantor
	Issuer		Subsidiaries			Subsidiaries		Eliminations			Total
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	—	$	136,613		$	117,538	$	—		$	254,151
Receivables, less allowance for doubtful accounts of $2,637		187		86,049			131,672		—			217,908
Inventories, net		—		115,399			86,849		—			202,248
Deferred income taxes		—		(2,780	)		37,444		—			34,664
Other current assets		190		6,183			4,092		—			10,465
Total current assets		377		341,464			377,595		—			719,436
Property, plant and equipment, less accumulated depreciation		—		139,170			133,115		—			272,285
Goodwill, less accumulated amortization		—		241,463			33,671		—			275,134
Intangible assets, less accumulated amortization		—		56,278			14,686		—			70,964
Investment in subsidiaries		663,150		293,018			—		(956,168	)		—
Other long-lived assets		733		7,397			10,019		—			18,149
	$	664,260	$	1,078,790		$	569,086	$	(956,168	)	$	1,355,968
LIABILITIES AND STOCKHOLDERS EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	5,135	$	106,534		$	88,339	$	—		$	200,008
Current maturities of long-term debt		—		62,000			—		—			62,000
Total current liabilities		5,135		168,534			88,339		—			262,008
Long-term debt		110,000		—			—		—			110,000
Postretirement benefits other than pensions		—		14,979			28,418		—			43,397
Deferred income taxes		—		50,277			21,122		—			71,399
Other long-term liabilities		13		11,020			14,230		—			25,263
Intercompany accounts		103,164		(228,417	)		125,253		—			—
Total stockholders’ equity		445,948		1,062,397			291,724		(956,168	)		843,901
	$	664,260	$	1,078,790		$	569,086	$	(956,168	)	$	1,355,968

F-44

BELDEN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	December 31, 2005
			Guarantor			Non-Guarantor
	Issuer		Subsidiaries			Subsidiaries		Eliminations			Total
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	—	$	92,636		$	42,002	$	—		$	134,638
Receivables, less allowance for doubtful accounts of $3,839		200		81,030			113,788		—			195,018
Inventories, net		—		131,946			113,535		—			245,481
Deferred income taxes		—		(9,455	)		37,300		—			27,845
Other current assets		245		5,312			2,458		—			8,015
Current assets of discontinued operations		—		—			56,997		—			56,997
Total current assets		445		301,469			366,080		—			667,994
Property, plant and equipment, less accumulated depreciation		—		147,514			140,264		—			287,778
Goodwill, less accumulated amortization		—		241,816			30,474		—			272,290
Intangible assets, less accumulated amortization		—		58,529			13,930		—			72,459
Investment in subsidiaries		581,776		274,788			—		(856,564	)		—
Other long-lived assets		—		645			5,569		—			6,214
	$	582,221	$	1,024,761		$	556,317	$	(856,564	)	$	1,306,735
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable and accrued liabilities	$	5,396	$	106,277		$	105,063	$	—		$	216,736
Current maturities of long-term debt		—		59,000			—		—			59,000
Current liabilities of discontinued operations		—		484			12,858		—			13,342
Total current liabilities		5,396		165,761			117,921		—			289,078
Long-term debt		110,000		62,000			51		—			172,051
Postretirement benefits other than pensions		—		8,503			24,664		—			33,167
Deferred income taxes		—		41,837			32,014		—			73,851
Other long-term liabilities		18		11,189			5,959		—			17,166
Minority interest		—		—			7,914		—			7,914
Intercompany accounts		126,857		(225,802	)		98,945		—			—
Total stockholders’ equity		339,950		961,273			268,849		(856,564	)		713,508
	$	582,221	$	1,024,761		$	556,317	$	(856,564	)	$	1,306,735

F-45

BELDEN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Supplemental Condensed Consolidating Statements of Operations

	Year Ended December 31, 2006
							Non-
				Guarantor			Guarantor
	Issuer			Subsidiaries			Subsidiaries			Eliminations			Total
	(In thousands)
Revenues	$	—		$	994,843		$	714,504		$	(213,536	)	$	1,495,811
Cost of sales		—			(757,141	)		(618,893	)		213,536			(1,162,498	)
Gross profit		—			237,702			95,611			—			333,313
Selling, general and administrative expenses		(552	)		(135,211	)		(67,993	)		—			(203,756	)
Asset impairment		—			(4,835	)		(6,244	)		—			(11,079	)
Operating income (loss)		(552	)		97,656			21,374			—			118,478
Interest expense		(5,466	)		(7,562	)		(68	)		—			(13,096	)
Interest income		—			4,486			2,595			—			7,081
Intercompany income (expense)		5,744			281			(6,025	)		—			—
Income (loss) from equity investment in subsidiaries		66,113			4,085			—			(70,198	)		—
Other expense		—			—			(187	)		—			(187	)
Income (loss) from continuing operations before taxes		65,839			98,946			17,689			(70,198	)		112,276
Income tax expense		96			(32,833	)		(7,976	)		—			(40,713	)
Income (loss) from continuing operations		65,935			66,113			9,713			(70,198	)		71,563
Loss from discontinued operations, net of tax		—			—			(1,330	)		—			(1,330	)
Loss on disposal of discontinued operations, net of tax		—			—			(4,298	)		—			(4,298	)
Net income (loss)	$	65,935		$	66,113		$	4,085		$	(70,198	)	$	65,935

F-46

BELDEN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Year Ended December 31, 2005
							Non-
				Guarantor			Guarantor
	Issuer			Subsidiaries			Subsidiaries			Eliminations			Total
	(In thousands)
Revenues	$	—		$	830,488		$	605,553		$	(190,372	)	$	1,245,669
Cost of sales		—			(636,987	)		(521,681	)		190,372			(968,296	)
Gross profit		—			193,501			83,872			—			277,373
Selling, general and administrative expenses		(791	)		(128,855	)		(74,179	)		—			(203,825	)
Asset impairment		—			(2,400	)		(5,610	)		—			(8,010	)
Minimum requirements contract income		—			3,000			—			—			3,000
Operating income (loss)		(791	)		65,246			4,083			—			68,538
Interest expense		(4,949	)		(9,805	)		(282	)		—			(15,036	)
Interest income		—			3,748			989			—			4,737
Intercompany income (expense)		5,453			(4,800	)		(653	)		—			—
Income (loss) from equity investment in subsidiaries		47,744			(6,786	)		—			(40,958	)		—
Other income (expense)		—			—			(699	)		—			(699	)
Income (loss) from continuing operations before taxes		47,457			47,603			3,438			(40,958	)		57,540
Income tax expense		101			(15,754	)		(8,319	)		—			(23,972	)
Income (loss) from continuing operations		47,558			31,849			(4,881	)		(40,958	)		33,568
Gain (loss) from discontinued operations, net of tax		—			732			(1,905	)		—			(1,173	)
Gain on disposal of discontinued operations, net of tax		—			15,163			—			—			15,163
Net income (loss)	$	47,558		$	47,744		$	(6,786	)	$	(40,958	)	$	47,558

F-47

BELDEN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Year Ended December 31, 2004
							Non-
				Guarantor			Guarantor
	Issuer			Subsidiaries			Subsidiaries			Eliminations			Total
	(In thousands)
Revenues	$	—		$	566,189		$	405,399		$	(106,863	)	$	864,725
Cost of sales		—			(431,157	)		(350,463	)		106,863			(674,757	)
Gross profit		—			135,032			54,936			—			189,968
Selling, general and administrative expenses		(840	)		(96,737	)		(50,086	)		—			(147,663	)
Asset impairment		—			(3,200	)		(5,671	)		—			(8,871	)
Minimum requirements contract income		—			3,000			—			—			3,000
Operating income (loss)		(840	)		38,095			(821	)		—			36,434
Interest expense		(2,010	)		(12,664	)		(35	)		—			(14,709	)
Interest income		—			1,184			327			—			1,511
Intercompany income (expense)		15,074			(13,399	)		(1,675	)		—			—
Income (loss) from equity investment in subsidiaries		2,965			(143	)		—			(2,822	)		—
Other income (expense)		—			(6	)		1,367			—			1,361
Income (loss) from continuing operations before taxes		15,189			13,067			(837	)		(2,822	)		24,597
Income tax expense		—			(11,037	)		(2,860	)		—			(13,897	)
Income (loss) from continuing operations		15,189			2,030			(3,697	)		(2,822	)		10,700
Gain (loss) from discontinued operations, net of tax		—			682			3,554			—			4,236
Gain on disposal of discontinued operations, net of tax		—			253			—			—			253
Net income (loss)	$	15,189		$	2,965		$	(143	)	$	(2,822	)	$	15,189

F-48

BELDEN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Supplemental Condensed Consolidating Statements of Cash Flows

	Year Ended December 31, 2006
							Non-
				Guarantor			Guarantor
	Issuer			Subsidiaries			Subsidiaries			Eliminations		Total
	(In thousands)
Net cash provided by (used in) operating activities, including short-term intercompany activity	$	(36,378	)	$	126,108		$	51,426		$	—	$	141,156
Cash flows from investing activities:
Proceeds from disposal of tangible assets		—			89			33,970			—		34,059
Capital expenditures		—			(16,074	)		(5,589	)		—		(21,663	)
Cash used to invest in or acquire businesses		—			(5,000	)		(6,715	)		—		(11,715	)
Cash used in other investing activities		—			(2,146	)		—			—		(2,146	)
Net cash provided by (used for) investing activities		—			(23,131	)		21,666			—		(1,465	)
Cash flows from financing activities:
Payments under borrowing arrangements		—			(59,000	)		(51	)		—		(59,051	)
Cash dividends paid		(8,736	)		—			—			—		(8,736	)
Debt issuance costs		(1,063	)		—			—			—		(1,063	)
Proceeds from exercises of stock options		38,808			—			—			—		38,808
Excess tax benefits related to share-based payments		7,369			—			—			—		7,369
Net cash provided by (used for) financing activities		36,378			(59,000	)		(51	)		—		(22,673	)
Effect of currency exchange rate changes on cash and cash equivalents		—			—			2,495			—		2,495
Increase in cash and cash equivalents		—			43,977			75,536			—		119,513
Cash and cash equivalents, beginning of year		—			92,636			42,002			—		134,638
Cash and cash equivalents, end of year	$	—		$	136,613		$	117,538		$	—	$	254,151

F-49

BELDEN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Year Ended December 31, 2005
							Non-
				Guarantor			Guarantor
	Issuer			Subsidiaries			Subsidiaries			Eliminations		Total
	(In thousands)
Net cash provided by (used in) operating activities, including short-term intercompany activity	$	111,648		$	(36,540	)	$	(25,959	)	$	—	$	49,149
Cash flows from investing activities: Proceeds from disposal of tangible assets		—			36,256			15,285			—		51,541
Capital expenditures		—			(12,049	)		(11,740	)		—		(23,789	)
Net cash provided by investing activities		—			24,207			3,545			—		27,752
Cash flows from financing activities:
Payments under borrowing arrangements		—			(15,000	)		(2,474	)		—		(17,474	)
Cash dividends paid		(9,116	)		—			—			—		(9,116	)
Payments under share repurchase program		(109,429	)		—			—			—		(109,429	)
Proceeds from exercises of stock options		6,897			—			—			—		6,897
Net cash used for financing activities		(111,648	)		(15,000	)		(2,474	)		—		(129,122	)
Effect of currency exchange rate changes on cash and cash equivalents		—			—			(1,937	)		—		(1,937	)
Decrease in cash and cash equivalents		—			(27,333	)		(26,825	)		—		(54,158	)
Cash and cash equivalents, beginning of year		—			119,969			68,827			—		188,796
Cash and cash equivalents, end of year	$	—		$	92,636		$	42,002		$	—	$	134,638

F-50

BELDEN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Year Ended December 31, 2004
							Non-
				Guarantor			Guarantor
	Issuer			Subsidiaries			Subsidiaries			Eliminations		Total
	(In thousands)
Net cash provided by operating activities, including short-term intercompany activity	$	8,981		$	22,498		$	9,349		$	—	$	40,828
Cash flows from investing activities:
Proceeds from disposal of tangible assets		—			85,242			3,765			—		89,007
Cash used to invest in or acquire businesses		(6,196	)		—			—			—		(6,196	)
Capital expenditures		—			(5,970	)		(9,919	)		—		(15,889	)
Net cash provided by (used for) investing activities		(6,196	)		79,272			(6,154	)		—		66,922
Cash flows from financing activities:
Payments under borrowing arrangements		—			(65,951	)		(709	)		—		(66,660	)
Cash dividends paid		(7,292	)		—			—			—		(7,292	)
Proceeds from exercises of stock options		4,507			—			—			—		4,507
Net cash used for financing activities		(2,785	)		(65,951	)		(709	)		—		(69,445	)
Effect of currency exchange rate changes on cash and cash equivalents		—			—			4,630			—		4,630
Increase in cash and cash equivalents		—			35,819			7,116			—		42,935
Cash received from Belden CDT merger		—			27,449			23,457			—		50,906
Cash and cash equivalents, beginning of year		—			61,844			33,111			—		94,955
Cash and cash equivalents, end of year	$	—		$	125,112		$	63,684		$	—	$	188,796

F-51

BELDEN INC.

CONSOLIDATED BALANCE SHEETS

	June 24,			December 31,
	2007			2006
	(Unaudited)
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	90,096		$	254,151
Receivables		401,629			217,908
Inventories, net		269,740			202,248
Deferred income taxes		40,557			34,664
Other current assets		17,719			10,465
Total current assets		819,741			719,436
Property, plant and equipment, less accumulated depreciation		386,950			272,285
Goodwill		619,035			275,134
Intangible assets, less accumulated amortization		163,769			70,964
Other long-lived assets		53,695			18,149
	$	2,043,190		$	1,355,968
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	421,779		$	200,008
Current maturities of long-term debt		110,000			62,000
Total current liabilities		531,779			262,008
Long-term debt		350,000			110,000
Postretirement benefits		115,162			62,995
Deferred income taxes		91,659			71,399
Other long-term liabilities		7,112			5,665
Stockholders’ equity:
Preferred stock		—			—
Common stock		503			503
Additional paid-in capital		630,675			591,416
Retained earnings		398,317			348,069
Accumulated other comprehensive income		27,922			15,013
Treasury stock		(109,939	)		(111,100	)
Total stockholders’ equity		947,478			843,901
	$	2,043,190		$	1,355,968

The accompanying notes are an integral part of these Consolidated Financial Statements

F-52

BELDEN INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months Ended						Six Months Ended
	June 24,			June 25,			June 24,			June 25,
	2007			2006			2007			2006
	(Unaudited)
	(In thousands, except per share data)
Revenues	$	549,943		$	409,568		$	886,646		$	731,473
Cost of sales		(398,743	)		(317,391	)		(644,757	)		(565,881	)
Gross Profit		151,200			92,177			241,889			165,592
Selling, general and administrative expenses		(97,601	)		(53,013	)		(149,650	)		(99,472	)
Asset impairment		(1,870	)		(2,361	)		(3,262	)		(2,361	)
Operating income		51,729			36,803			88,977			63,759
Interest expense		(8,682	)		(3,701	)		(11,208	)		(7,493	)
Interest income		1,740			1,644			4,483			2,639
Other income (expense)		571			(252	)		(1,445	)		(469	)
Income from continuing operations before taxes		45,358			34,494			80,807			58,436
Income tax expense		(15,254	)		(12,970	)		(28,689	)		(21,972	)
Income from continuing operations		30,104			21,524			52,118			36,464
Loss from discontinued operations, net of tax (Note 4)		—			—			—			(1,330	)
Loss on disposal of discontinued operations, net of tax (Note 4)		—			—			—			(4,298	)
Net income	$	30,104		$	21,524		$	52,118		$	30,836
Weighted average number of common shares and equivalents:
Basic		45,078			43,036			44,784			42,801
Diluted		50,920			50,026			51,289			49,679
Basic income (loss) per share:
Continuing operations	$	0.67		$	0.50		$	1.16		$	0.85
Discontinued operations		—			—			—			(0.03	)
Disposal of discontinued operations		—			—			—			(0.10	)
Net income		0.67			0.50			1.16			0.72
Diluted income (loss) per share:
Continuing operations	$	0.60		$	0.44		$	1.03		$	0.76
Discontinued operations		—			—			—			(0.03	)
Disposal of discontinued operations		—			—			—			(0.08	)
Net income		0.60			0.44			1.03			0.65
Dividends declared per share	$	0.05		$	0.05		$	0.10		$	0.10
Reconciliation between net income and comprehensive income:
Net income	$	30,104		$	21,524		$	52,118		$	30,836
Adjustments to translation component of equity		7,839			13,285			12,909			18,631
Comprehensive income	$	37,943		$	34,809		$	65,027		$	49,467

The accompanying notes are an integral part of these Consolidated Financial Statements

F-53

BELDEN INC.

CONSOLIDATED CASH FLOW STATEMENTS

	Six Months Ended
	June 24,			June 25,
	2007			2006
	(Unaudited)
	(In thousands)
Cash flows from operating activities:
Net income	$	52,118		$	30,836
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		25,312			21,300
Asset impairment		3,262			2,361
Pension funding in excess of pension expense		(2,200	)		(17,146	)
Share-based compensation		4,314			2,246
Provision for inventory obsolescence		4,872			8,877
Loss (gain) on disposal of tangible assets		(164	)		6,319
Changes in operating assets and liabilities, net of the effects of acquisitions and currency exchange rate changes:
Receivables		(28,652	)		(58,327	)
Inventories		6,734			(27,820	)
Accounts payable and accrued liabilities		64,421			30,731
Income taxes		5,017			9,419
Other assets and liabilities, net		(18,690	)		7,449
Net cash provided by operating activities		116,344			16,245
Cash flows from investing activities:
Cash used to acquire businesses		(571,356	)		—
Proceeds from disposal of tangible assets		7,608			30,153
Capital expenditures		(28,132	)		(7,280	)
Net cash provided by (used in) investing activities		(591,880	)		22,873
Cash flows from financing activities:
Proceeds from exercise of stock options		28,994			20,793
Excess tax benefits related to share-based compensation		6,914			3,668
Cash dividends paid		(4,626	)		(4,313	)
Debt issuance costs		(10,212	)		(1,063	)
Borrowings under credit arrangements		530,000			—
Payments under borrowing arrangements		(242,000	)		—
Net cash provided by financing activities		309,070			19,085
Effect of foreign currency exchange rate changes on cash equivalents		2,411			2,943
Increase (decrease) in cash and cash equivalents		(164,055	)		61,146
Cash and cash equivalents, beginning of period		254,151			134,638
Cash and cash equivalents, end of period	$	90,096		$	195,784

The accompanying notes are an integral part of these Consolidated Financial Statements

F-54

BELDEN INC.

CONSOLIDATED STOCKHOLDERS’ EQUITY STATEMENT

SIX MONTHS ENDED JUNE 24, 2007

																Accumulated Other
																Comprehensive Income (Loss)
																Translation		Pension
	Common Stock				Paid-In		Retained			Treasury Shares						Component		OPEB
	Shares		Amount		Capital		Earnings			Shares			Amount			of Equity		Adjustments			Total
	(Unaudited)
Balance at December 31, 2006		50,335	$	503	$	591,416	$	348,069			(6,184	)	$	(111,100	)	$	44,841	$	(29,828	)	$	843,901
Net income								52,118														52,118
Foreign currency translation																	12,909					12,909
Comprehensive income																						65,027
Exercise of stock options						27,520					983			1,474								28,994
Share-based compensation						11,739																11,739
Forfeiture of stock by incentive plan participants in lieu of cash payment of individual tax liabilities related to share-based compensation											(6	)		(313	)							(313	)
Adoption of FIN No. 48								2,684														2,684
Cash dividends ($.10 per share)								(4,554	)													(4,554	)
Balance at June 24, 2007		50,335	$	503	$	630,675	$	398,317			(5,207	)	$	(109,939	)	$	57,750	$	(29,828	)	$	947,478

The accompanying notes are an integral part of these Consolidated Financial Statements

F-55

BELDEN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1:   Summary of Significant Accounting Policies

Basis of Presentation

The accompanying Consolidated Financial Statements include Belden Inc. (formerly known as Belden CDT Inc.) and all of its subsidiaries (the Company, us, we, or our). We eliminate all significant affiliate accounts and transactions in consolidation.

The accompanying Consolidated Financial Statements presented as of any date other than December 31, 2006:

•  Are prepared from the books and records without audit, and

•  Are prepared in accordance with the instructions to Form 10-Q and do not include all of the information required by accounting principles generally accepted in the United States for complete statements, but

•  Include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the financial statements.

These Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Supplementary Data contained in our Annual Report on Form 10-K for the year ended December 31, 2006.

Reporting Periods

Our fiscal year and fiscal fourth quarter both end on December 31. Typically, our fiscal first, second and third quarter each end on the last Sunday falling on or before their respective calendar quarter-end. The six months ended June 24, 2007 and June 25, 2006 include 175 and 176 calendar days, respectively.

Contingent Liabilities

We have established liabilities for environmental and legal contingencies that are probable of occurrence and reasonably estimable. We accrue environmental remediation costs, on an undiscounted basis, based on estimates of known environmental remediation exposures developed in consultation with our environmental consultants and legal counsel. We are, from time to time, subject to routine litigation incidental to our business. These lawsuits primarily involve claims for damages arising out of the use of our products, allegations of patent or trademark infringement, and litigation and administrative proceedings involving employment matters and commercial disputes. Based on facts currently available, we believe the disposition of the claims that are pending or asserted will not have a materially adverse effect on our financial position, results of operations or cash flow.

Current-Year Adoption of Accounting Pronouncements

On January 1, 2007, we adopted Financial Accounting Standards Board (FASB) Interpretation (FIN) No. 48, Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109. This Interpretation required us to develop a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

Additional information regarding the adoption of FIN No. 48 is included in Note 10 to these Consolidated Financial Statements.

F-56

BELDEN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Pending Adoption of Recent Accounting Pronouncements

In January 2007, the FASB issued Statement of Financial Accounting Standards (SFAS) No. 159, The Fair Value Option for Financial Assets and Financial Liabilities. This Statement permits entities to choose to measure many financial instruments and certain other items at fair value in an effort to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently. SFAS No. 159 will become effective for us on January 1, 2008. We are currently in the process of evaluating the impact that use of the fair value measurement option on our financial instruments and other applicable items would have on our operating results, cash flows and financial condition.

Note 2:   Acquisitions

During the three months ended June 24, 2007, we completed three acquisitions. We acquired Hirschmann Automation and Control GmbH (Hirschmann) on March 26, 2007 for $258.2 million. Hirschmann has its headquarters in Neckartenzlingen, Germany and is a leading supplier of industrial ethernet solutions and industrial connectivity. The acquisition of Hirschmann enables us to deliver networking solutions for demanding industrial environments and large-scale infrastructure projects worldwide. On March 27, 2007, we acquired LTK Wiring Co. Ltd. (LTK), a Hong Kong company, for $214.4 million. LTK is one of the largest manufacturers of electronic cable for the China market with three manufacturing plants in China. LTK gives us a strong presence in China among OEM customers, including consumer electronics manufacturers. On April 30, 2007, we completed the purchase of the assets of Lumberg Automation Components (Lumberg Automation) for $116.0 million. Lumberg Automation has its headquarters in Schalksmuhle, Germany and is a leading supplier of industrial connectors, high performance cord-sets and fieldbus communication components for factory automation machinery. Lumberg Automation complements the industrial connectivity portfolio of Hirschmann as well as our expertise in signal transmission. The results of operations of each acquisition have been included in our results of operations from their respective acquisition dates. Hirschmann and Lumberg Automation are included in the Europe segment, and LTK is included in the Asia Pacific segment.

All three acquisitions were cash transactions and were valued in total at $588.6 million, including transaction costs, and subject to adjustment based on certain working capital adjustments. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed (in thousands):

Current assets	$	234,206
Land and depreciable assets		110,301
Goodwill		340,250
Intangible assets		98,598
Other assets		26,233
Assets acquired		809,588
Liabilities assumed		221,016
Net assets acquired	$	588,572

The above purchase price allocation is preliminary and is subject to revision as more detailed analyses are completed and additional information about the fair value of individual assets and liabilities becomes available. We also plan to incur costs in connection with realigning portions of the acquired businesses. When management completes its realignment plans, we will be able to estimate the costs associated with those plans. Any change in the fair value of the acquired net assets and any realignment costs will change the amount of the purchase price allocable to goodwill.

F-57

BELDEN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table illustrates the pro forma effect on operating results as if the three acquisitions had been completed as of the beginning of each respective period. The pro forma effect on the three months ended June 24, 2007 was not material.

	Six Months		Three Months		Six Months
	Ended June 24,		Ended June 25,		Ended June 25,
	2007		2006		2006
	Unaudited (In thousands, except per share data)
Revenues	$	1,031,566	$	542,411	$	976,131
Income from continuing operations		58,451		20,130		33,546
Net income		58,451		20,130		27,918
Diluted income per share:
Continuing operations		1.16		0.42		0.70
Net income		1.16		0.42		0.59

For purposes of the pro forma disclosures, each respective period includes $12.2 million ($8.1 million after tax) of nonrecurring expenses from the effects of purchase accounting, including inventory cost step-up of $8.3 million that was recognized in cost of sales, amortization of the sales backlog intangibles of $2.6 million, and in-process research and development charges of $1.3 million. The pro forma information above also reflects interest expense assuming borrowings at the beginning of each respective period of $350.0 million of 7.0% senior subordinated notes and $238.6 million at 6.6% interest under our senior secured credit agreement to finance the acquisitions.

The above unaudited pro forma financial information is presented for informational purposes only and does not purport to represent what our results of operations would have been had we completed these acquisitions on the dates assumed, nor is it necessarily indicative of the results that may be expected in future periods. Pro forma adjustments exclude cost savings from any synergies resulting from the acquisitions.

Note 3:   Operating Segments

We conduct our operations through four reported operating segments — the Belden Americas segment, the Specialty Products segment, the Europe segment, and the Asia Pacific segment. In January 2007, we reassigned our metal enclosures, racks and accessories business headquartered in Washington, Pennsylvania from the Specialty Products segment to the Belden Americas segment. We restated 2006 amounts to reflect this change in segment composition.

Finance and administration costs reflected in the column entitled F&A in the tables below represent corporate headquarters operating and treasury expenses. Amounts reflected in the column entitled Eliminations in the tables below represent the eliminations of affiliate revenues and affiliate cost of sales.

	Belden		Specialty				Asia
	Americas		Products		Europe		Pacific		F&A			Eliminations			Total
	(In thousands)
Three Months Ended June 24, 2007
Total assets	$	411,911	$	212,865	$	1,282,362	$	353,124	$	1,467,285		$	(1,684,357	)	$	2,043,190
External customer revenues		221,738		64,580		176,339		87,286		—			—			549,943
Affiliate revenues		18,419		23,215		5,033		—		—			(46,667	)		—
Operating income (loss)		42,353		16,090		5,953		6,793		(11,252	)		(8,208	)		51,729

F-58

BELDEN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Belden		Specialty					Asia
	Americas		Products		Europe			Pacific		F&A			Eliminations			Total
	(In thousands)
Three Months Ended June 25, 2006
External customer revenues	$	222,989	$	70,423	$	100,501		$	15,655	$	—		$	—		$	409,568
Affiliate revenues		18,841		8,806		1,873			—		—			(29,520	)		—
Operating income (loss)		38,021		9,273		69			1,480		(6,776	)		(5,264	)		36,803
Six Months Ended June 24, 2007
Total assets	$	411,911	$	212,865	$	1,282,362		$	353,124	$	1,467,285		$	(1,684,357	)	$	2,043,190
External customer revenues		408,036		121,233		258,287			99,090		—			—			886,646
Affiliate revenues		29,697		35,638		7,741			—		—			(73,076	)		—
Operating income (loss)		76,661		26,405		9,755			8,320		(19,192	)		(12,972	)		88,977
Six Months Ended June 25, 2006
External customer revenues	$	401,384	$	128,112	$	173,513		$	28,464	$	—		$	—		$	731,473
Affiliate revenues		33,875		14,054		4,009			—		—			(51,938	)		—
Operating income (loss)		69,399		15,830		(1,071	)		2,933		(13,041	)		(10,291	)		63,759

The following table is a reconciliation of the total of the reportable segments’ operating income to consolidated income from continuing operations before taxes:

	Three Months Ended						Six Months Ended
	June 24,			June 25,			June 24,			June 25,
	2007			2006			2007			2006
				(In thousands)
Operating income	$	51,729		$	36,803		$	88,977		$	63,759
Interest expense		(8,682	)		(3,701	)		(11,208	)		(7,493	)
Interest income		1,740			1,644			4,483			2,639
Other income (expense)		571			(252	)		(1,445	)		(469	)
Income from continuing operations before taxes	$	45,358		$	34,494		$	80,807		$	58,436

Note 4:   Discontinued Operations

In the first quarter of 2006, we sold certain assets and liabilities of our telecommunications cable operation in Manchester, United Kingdom (Manchester) for cash of $27.9 million and terminated, without penalty, our supply agreement with British Telecom plc. We recognized a $4.3 million after-tax loss ($6.1 million pretax) on the disposal of this discontinued operation. During the same quarter, Manchester generated revenues of $27.6 million and incurred a $1.3 million after-tax loss ($1.9 million pretax) on operations that we recognized as a loss from discontinued operations on the Consolidated Statements of Operations.

F-59

BELDEN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 5:   Income per Share

The following table presents the basis of the income per share computation:

	Three Months Ended				Six Months Ended
	June 24,		June 25,		June 24,		June 25,
	2007		2006		2007		2006
			(In thousands)
Numerator for basic income per share:
Income from continuing operations	$	30,104	$	21,524	$	52,118	$	36,464
Loss from discontinued operations		—		—		—		(1,330	)
Loss on disposal of discontinued operations		—		—		—		(4,298	)
Net income	$	30,104	$	21,524	$	52,118	$	30,836
Numerator for diluted income per share:
Income from continuing operations	$	30,104	$	21,524	$	52,118	$	36,464
Tax-effected interest expense on convertible subordinated debentures		197		678		875		1,355
Adjusted income from continuing operations		30,301		22,202		52,993		37,819
Loss from discontinued operations		—		—		—		(1,330	)
Loss on disposal of discontinued operations		—		—		—		(4,298	)
Adjusted net income	$	30,301	$	22,202	$	52,993	$	32,191
Denominator:
Denominator for basic income per share — weighted average shares		45,078		43,036		44,784		42,801
Effect of dilutive common stock equivalents		5,842		6,990		6,505		6,878
Denominator for diluted income per share — adjusted weighted average shares		50,920		50,026		51,289		49,679

Note 6:   Inventories

The major classes of inventories were as follows:

	June 24,			December 31,
	2007			2006
	(In thousands)
Raw materials	$	85,878		$	54,542
Work-in-process		69,997			38,357
Finished goods		138,496			120,520
Perishable tooling and supplies		4,045			4,016
Gross inventories		298,416			217,435
Obsolescence and other reserves		(28,676	)		(15,187	)
Net inventories	$	269,740		$	202,248

Note 7:   Long-Lived Assets

During the three months ended June 24, 2007, we identified certain tangible long-lived assets related to our plant in Canada for which the carrying value was not fully recoverable. We estimated the fair market value

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BELDEN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

of these tangible long-lived assets based upon anticipated net proceeds from their eventual sale and recognized an impairment loss of $1.9 million in the Belden Americas segment operating results. The adjusted aggregate carrying amount of these assets is $13.6 million.

During the six months ended June 24, 2007, we sold certain Belden Americas segment real estate and equipment in South Carolina and Vermont for $6.7 million cash. We recognized an aggregate $0.1 million loss on the disposals of these assets in the Belden Americas segment operating results.

During the six months ended June 24, 2007, we identified certain tangible long-lived assets related to our plants in the Czech Republic and the Netherlands that were abandoned because of product portfolio management and product sourcing actions. We estimated the fair market value of these tangible long-lived assets based upon anticipated net proceeds from their eventual sale and recognized an impairment loss of $1.4 million in the Europe segment operating results. The adjusted aggregate carrying amount of these assets is $0.1 million.

We recognized depreciation expense of $11.6 million, $19.4 million, $8.2 million and $17.1 million in the three- and six-month periods ended June 24, 2007 and June 25, 2006, respectively. We also recognized depreciation cost of $2.7 million related to our discontinued Manchester, United Kingdom operation in loss from discontinued operations during the six months ended June 25, 2006.

We recognized amortization expense related to our intangible assets of $5.1 million, $5.9 million, $0.7 million and $1.5 million during the three- and six-month periods ended June 24, 2007 and June 25, 2006, respectively.

Note 8:   Restructuring Activities

North America Restructuring

In 2006, we announced our decision to restructure certain North American operations in an effort to increase our manufacturing presence in lower-labor-cost regions near our major markets, starting with the planned construction of a new plant in Mexico, the planned closures of plants in Kentucky, South Carolina, and Illinois, and the cessation of manufacturing at our facility in Quebec. In the second quarter of 2007, we recognized severance costs totaling $0.4 million ($0.2 million in cost of sales and $0.2 million in selling, general, and administrative expenses) within the Belden Americas segment. We expect to incur severance costs totaling approximately $11.6 million related to these activities and to complete these activities by December 31, 2007. To date, we have recognized severance costs totaling $10.0 million related to these activities.

Europe Restructuring

In 2005 and 2006, we announced various decisions to restructure certain European operations in an effort to reduce manufacturing floor space and overhead, starting with the closures of a plant in Sweden and sales offices in the United Kingdom and Germany, as well as product portfolio actions in the Czech Republic and the Netherlands. In the second quarter of 2007, we did not recognize any severance costs related to these activities. To date, we have recognized severance costs totaling $16.0 million and do not anticipate recognizing additional severance costs related to these activities through the expected completion date of December 31, 2007.

Reduction in Force

In 2006, we identified certain positions throughout the organization for elimination in an effort to reduce production, selling, and administrative costs. In the second quarter of 2007, we did not recognize any severance costs related to these activities. We expect to incur severance costs primarily within the Belden Americas segment totaling approximately $3.9 million related to these activities and to complete these

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BELDEN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

activities by December 31, 2007. To date, we have recognized severance costs totaling $3.7 million related to these activities.

The following table sets forth restructuring activity that occurred during the three and six months ended June 24, 2007:

	North America			Europe			Reduction in Force
	Restructuring			Restructuring			Restructuring
				(In thousands)
Balance at December 31, 2006	$	7,565		$	4,482		$	3,373
New charges		870			77			214
Cash payments		(188	)		(832	)		(1,387	)
Foreign currency translation		(82	)		42			1
Other adjustments		—			—			(16	)
Balance at March 25, 2007	$	8,165		$	3,769		$	2,185
New charges		384			—			—
Cash payments		(6,394	)		(1,582	)		(852	)
Foreign currency translation		494			(8	)		27
Other adjustments		—			—			(72	)
Balance at June 24, 2007	$	2,649		$	2,179		$	1,288

The Company continues to review its business strategies and evaluate further restructuring actions. This could result in additional restructuring costs in future periods.

Note 9:   Long-Term Debt and Other Borrowing Arrangements

Senior Subordinated Notes

On March 16, 2007, we completed a private offering of $350.0 million aggregate principal amount of 7.0% senior subordinated notes due 2017. The notes are guaranteed on a senior subordinated basis by certain of our domestic subsidiaries. The notes rank senior to our convertible subordinated debentures, rank equal in right of payment with any of our future senior subordinated debt, and are subordinated to all of our senior debt and the senior debt of our subsidiary guarantors, including our senior secured credit facility. Interest is payable semiannually on March 15 and September 15. We have entered into a registration rights agreement to use commercially reasonable efforts to complete an exchange offer under the Securities Act of 1933 within 240 days of closing or the annual interest rate will increase by increments of 0.25% up to an aggregate of 1.0%.

Senior Secured Credit Facility

On February 16, 2007, we amended our existing senior secured credit agreement, increasing the commitment under our senior secured credit facility from $165.0 million to $225.0 million and revising certain restrictive covenants governing affiliate indebtedness and asset sales. The facility is secured by our overall cash flow and certain of our assets in the United States. The amended agreement contains certain financial covenants, including maintenance of maximum leverage and minimum fixed charge coverage ratios, with which we are required to comply. At June 24, 2007, there were no outstanding borrowings under the facility, we had $217.8 million in available borrowing capacity, and we were in compliance with the covenants required by the amended agreement.

F-62

BELDEN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Convertible Subordinated Debentures

On April 20, 2007, we completed the exchange of $110.0 million aggregate principal of new 4.0% convertible subordinated debentures due 2023 for $110.0 million aggregate principal outstanding of the previous 4.0% convertible subordinated debentures due 2023. The new convertible debentures contain a net share settlement feature requiring us upon conversion to pay cash up to the principal amount and to pay any conversion consideration in excess of the principal amount in shares of our common stock. The previous debentures were convertible only into shares of our common stock. We may call some or all of the debentures on or after July 21, 2008. Holders may surrender their debentures for conversion into cash and shares of common stock upon satisfaction of any of the conditions listed in Note 11 to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2006. At June 24, 2007, one of these conditions — the closing sale price of our common stock must be at least 110% of the conversion price for a minimum of 20 days in the 30 trading-day period prior to surrender — had been satisfied. Because the holders of these debentures may at their election currently tender them for conversion, we have classified the obligations as a current liability. As of June 24, 2007, the debentures are convertible into cash of $110.0 million and approximately 4.3 million shares of common stock based on a conversion price of $17.679. To date, no holders of the debentures have surrendered their debentures for conversion into cash and shares of our common stock.

Medium-Term Notes

On February 16, 2007, we redeemed our medium-term notes in the aggregate principal amount of $62.0 million. In connection therewith, we paid a make-whole premium of approximately $2.0 million which was recognized as other expense in the Consolidated Statement of Operations. The redemption was made with cash on hand.

Note 10:   Income Taxes

Tax expense of $28.7 million for the six months ended June 24, 2007 resulted from income from continuing operations before taxes of $80.8 million. The difference between the effective rate reflected in the provision for income taxes on income from continuing operations before taxes and the amounts determined by applying the applicable statutory United States tax rate for the six months ended June 24, 2007 are analyzed below:

Six Months Ended June 24, 2007	Amount			Rate
	(In thousands, except rate data)
Provision at statutory rate	$	28,282			35.0	%
State income taxes		2,328			2.9
Change in valuation allowance		94			0.1
Foreign tax rate variances and other, net		(2,015	)		(2.5	)
Total tax expense	$	28,689			35.5	%

As a result of our adoption of FIN No. 48 on January 1, 2007, we recognized a $2.7 million decrease to reserves for uncertain tax positions. We accounted for this decrease as an adjustment to our beginning balance of retained earnings on the Consolidated Balance Sheet. Including this cumulative-effect decrease, we have approximately $4.2 million of total unrecognized tax benefits at the beginning of 2007. All of the unrecognized tax benefits would affect our effective tax rate if recognized. It is reasonably possible that the unrecognized tax benefits related to various federal, state, and international tax issues could decrease by up to $1.4 million for the year ended December 31, 2007 because of the expiration of several statutes of limitation.

F-63

BELDEN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Our federal income tax returns for the tax years 2003 and later remain subject to examination by the Internal Revenue Service. Our state income tax returns for the tax years 2002 and later remain subject to examination by various state taxing authorities. Our foreign income tax returns for the tax years 2000 and later remain subject to examination by various foreign taxing authorities.

Our continuing practice is to recognize interest and/or penalties related to income tax matters in income tax expense. As of January 1, 2007, we have approximately $0.5 million of accrued interest related to uncertain tax positions.

Note 11:   Pension and Other Postretirement Obligations

The following table provides the components of net periodic benefit costs for the plans:

	Pension Obligations						Other Postretirement Obligations
	June 24,			June 25,			June 24,			June 25,
	2007			2006			2007			2006
				(In thousands)
Three Months Ended
Service cost	$	1,735		$	1,640		$	171		$	181
Interest cost		3,007			2,116			597			620
Expected return on plan assets		(2,969	)		(2,483	)		—			—
Amortization of prior service cost		3			(10	)		(27	)		(27	)
Curtailment gain		(523	)		—			—			—
Net loss recognition		645			563			153			189
Net periodic benefit cost	$	1,898		$	1,826		$	894		$	963
Six Months Ended
Service cost	$	3,229		$	3,369		$	338		$	355
Interest cost		5,436			4,313			1,183			1,223
Expected return on plan assets		(6,088	)		(5,030	)		—			—
Amortization of prior service cost		7			(20	)		(54	)		(54	)
Curtailment gain		(523	)		—			—			—
Net loss recognition		1,128			1,163			306			376
Net periodic benefit cost	$	3,189		$	3,795		$	1,773		$	1,900

Note 12:   Subsequent Events

In July 2007, we completed our exit from the copper telecommunications cable business with the sale of an operation based in Decin, Czech Republic.

Note 13:   Supplemental Guarantor Information

In 2007, Belden Inc., then known as Belden CDT Inc. (the Issuer), issued $350.0 million of senior subordinated notes due 2017. Belden Inc. and its current and future material domestic subsidiaries have fully and unconditionally guaranteed the notes on a joint and several basis. The following consolidating financial information presents information about the Issuer, guarantor subsidiaries and non-guarantor subsidiaries. Investments in subsidiaries are accounted for on the equity basis. Intercompany transactions are eliminated.

F-64

BELDEN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Supplemental Condensed Consolidating Balance Sheets

	June 24, 2007
							Non-
				Guarantor			Guarantor
	Issuer			Subsidiaries			Subsidiaries		Eliminations			Total
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	—		$	16,829		$	73,267	$	—		$	90,096
Receivables		43			98,776			302,810		—			401,629
Inventories, net		—			115,470			154,270		—			269,740
Deferred income taxes		—			(2,780	)		43,337		—			40,557
Other current assets		1,951			3,938			11,830		—			17,719
Total current assets		1,994			232,233			585,514		—			819,741
Property, plant and equipment, less accumulated depreciation		—			148,061			238,889		—			386,950
Goodwill, less accumulated amortization		—			238,223			380,812		—			619,035
Intangible assets, less accumulated amortization		—			55,165			108,604		—			163,769
Investment in subsidiaries		830,298			572,533			—		(1,402,831	)		—
Other long-lived assets		9,625			5,000			39,070		—			53,695
	$	841,917		$	1,251,215		$	1,352,889	$	(1,402,831	)	$	2,043,190
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable and accrued liabilities	$	14,841		$	182,322		$	224,616	$	—		$	421,779
Current maturities of long-term debt		110,000			—			—		—			110,000
Total current liabilities		124,841			182,322			224,616		—			531,779
Long-term debt		350,000			—			—		—			350,000
Postretirement benefits		—			20,941			94,221		—			115,162
Deferred income taxes		—			50,404			41,255		—			91,659
Other long-term liabilities		3,147			2,502			1,463		—			7,112
Intercompany accounts		(151,784	)		(209,148	)		360,932		—			—
Total stockholders’ equity		515,713			1,204,194			630,402		(1,402,831	)		947,478
	$	841,917		$	1,251,215		$	1,352,889	$	(1,402,831	)	$	2,043,190

F-65

BELDEN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	December 31, 2006
						Non-
			Guarantor			Guarantor
	Issuer		Subsidiaries			Subsidiaries		Eliminations			Total
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	—	$	136,613		$	117,538	$	—		$	254,151
Receivables		187		86,049			131,672		—			217,908
Inventories, net		—		115,399			86,849		—			202,248
Deferred income taxes		—		(2,780	)		37,444		—			34,664
Other current assets		190		6,183			4,092		—			10,465
Total current assets		377		341,464			377,595		—			719,436
Property, plant and equipment, less accumulated depreciation		—		139,170			133,115		—			272,285
Goodwill, less accumulated amortization		—		241,463			33,671		—			275,134
Intangible assets, less accumulated amortization		—		56,278			14,686		—			70,964
Investment in subsidiaries		663,150		293,018			—		(956,168	)		—
Other long-lived assets		733		7,397			10,019		—			18,149
	$	664,260	$	1,078,790		$	569,086	$	(956,168	)	$	1,355,968
LIABILITIES AND STOCKHOLDERS EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	5,135	$	106,534		$	88,339	$	—		$	200,008
Current maturities of long-term debt		—		62,000			—		—			62,000
Total current liabilities		5,135		168,534			88,339		—			262,008
Long-term debt		110,000		—			—		—			110,000
Postretirement benefits		—		21,670			41,325		—			62,995
Deferred income taxes		—		50,277			21,122		—			71,399
Other long-term liabilities		13		4,329			1,323		—			5,665
Intercompany accounts		103,164		(228,417	)		125,253		—			—
Total stockholders’ equity		445,948		1,062,397			291,724		(956,168	)		843,901
	$	664,260	$	1,078,790		$	569,086	$	(956,168	)	$	1,355,968

F-66

BELDEN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Supplemental Condensed Consolidating Statements of Operations

	Three Months Ended June 24, 2007
							Non-
				Guarantor			Guarantor
	Issuer			Subsidiaries			Subsidiaries			Eliminations			Total
Revenues	$	—		$	270,815		$	346,479		$	(67,351	)	$	549,943
Cost of sales		—			(196,017	)		(270,077	)		67,351			(398,743	)
Gross profit		—			74,798			76,402			—			151,200
Selling, general and administrative expenses		(386	)		(40,547	)		(56,668	)		—			(97,601	)
Asset impairment		—			—			(1,870	)		—			(1,870	)
Operating income (loss)		(386	)		34,251			17,864			—			51,729
Interest expense		(8,593	)		223			(312	)		—			(8,682	)
Interest income		—			439			1,301			—			1,740
Intercompany income (expense)		4,599			(1,405	)		(3,194	)		—			—
Income (loss) from equity investment in subsidiaries		33,887			12,540			—			(46,427	)		—
Other income (expense)		—			—			571			—			571
Income (loss) from continuing operations before taxes		29,507			46,048			16,230			(46,427	)		45,358
Income tax expense		597			(12,161	)		(3,690	)		—			(15,254	)
Net income (loss)	$	30,104		$	33,887		$	12,540		$	(46,427	)	$	30,104

	Three Months Ended June 25, 2006
							Non-
				Guarantor			Guarantor
	Issuer			Subsidiaries			Subsidiaries			Eliminations			Total
Revenues	$	—		$	277,621		$	197,412		$	(65,465	)	$	409,568
Cost of sales		—			(212,591	)		(170,265	)		65,465			(317,391	)
Gross profit		—			65,030			27,147			—			92,177
Selling, general and administrative expenses		(409	)		(34,693	)		(17,911	)		—			(53,013	)
Asset impairment		—			(2,361	)		—			—			(2,361	)
Operating income (loss)		(409	)		27,976			9,236			—			36,803
Interest expense		(1,304	)		(2,326	)		(71	)		—			(3,701	)
Interest income		—			953			691			—			1,644
Intercompany income (expense)		1,363			(1,098	)		(265	)		—			—
Income (loss) from equity investment in subsidiaries		21,752			5,744			—			(27,496	)		—
Other income (expense)		—			—			(252	)		—			(252	)
Income (loss) from continuing operations before taxes		21,402			31,249			9,339			(27,496	)		34,494
Income tax expense		122			(9,497	)		(3,595	)		—			(12,970	)
Net income (loss)	$	21,524		$	21,752		$	5,744		$	(27,496	)	$	21,524

F-67

BELDEN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Six Months Ended June 24, 2007
							Non-
				Guarantor			Guarantor
	Issuer			Subsidiaries			Subsidiaries			Eliminations			Total
Revenues	$	—		$	498,746		$	500,800		$	(112,900	)	$	886,646
Cost of sales		—			(364,176	)		(393,481	)		112,900			(644,757	)
Gross profit		—			134,570			107,319			—			241,889
Selling, general and administrative expenses		(415	)		(74,211	)		(75,024	)		—			(149,650	)
Asset impairment		—			—			(3,262	)		—			(3,262	)
Operating income (loss)		(415	)		60,359			29,033			—			88,977
Interest expense		(10,528	)		(370	)		(310	)		—			(11,208	)
Interest income		—			2,526			1,957			—			4,483
Intercompany income (expense)		6,080			(2,344	)		(3,736	)		—			—
Income (loss) from equity investment in subsidiaries		55,278			19,868			—			(75,146	)		—
Other income (expense)		—			(2,016	)		571			—			(1,445	)
Income (loss) from continuing operations before taxes		50,415			78,023			27,515			(75,146	)		80,807
Income tax expense		1,703			(22,745	)		(7,647	)		—			(28,689	)
Net income (loss)	$	52,118		$	55,278		$	19,868		$	(75,146	)	$	52,118

F-68

BELDEN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Six Months Ended June 25, 2006
							Non-
				Guarantor			Guarantor
	Issuer			Subsidiaries			Subsidiaries			Eliminations			Total
Revenues	$	—		$	502,488		$	353,445		$	(124,460	)	$	731,473
Cost of sales		—			(384,642	)		(305,699	)		124,460			(565,881	)
Gross profit		—			117,846			47,746			—			165,592
Selling, general and administrative expenses		(475	)		(65,241	)		(33,756	)		—			(99,472	)
Asset impairment		—			(2,361	)		—			—			(2,361	)
Operating income (loss)		(475	)		50,244			13,990			—			63,759
Interest expense		(2,795	)		(4,612	)		(86	)		—			(7,493	)
Interest income		—			1,722			917			—			2,639
Intercompany income (expense)		2,722			(2,369	)		(353	)		—			—
Income (loss) from equity investment in subsidiaries		31,192			1,691			—			(32,883	)		—
Other expense		—			—			(469	)		—			(469	)
Income (loss) from continuing operations before taxes		30,644			46,676			13,999			(32,883	)		58,436
Income tax expense		192			(15,484	)		(6,680	)		—			(21,972	)
Income (loss) from continuing operations		30,836			31,192			7,319			(32,883	)		36,464
Loss from discontinued operations, net of tax		—			—			(1,330	)		—			(1,330	)
Loss on disposal of discontinued operations, net of tax		—			—			(4,298	)		—			(4,298	)
Net income (loss)	$	30,836		$	31,192		$	1,691		$	(32,883	)	$	30,836

F-69

BELDEN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Supplemental Condensed Consolidating Statements of Cash Flows

	Six Months Ended June 24, 2007
							Non-
				Guarantor			Guarantor
	Issuer			Subsidiaries			Subsidiaries			Eliminations		Total
Net cash provided by (used in) operating activities, including short-term intercompany activity	$	(259,200	)	$	215,998		$	159,546		$	—	$	116,344
Cash flows from investing activities:
Proceeds from disposal of tangible assets		—			6,964			644			—		7,608
Capital expenditures		—			(21,099	)		(7,033	)		—		(28,132	)
Cash used to invest in or acquire businesses		—			—			(571,356	)		—		(571,356	)
Net cash used for investing activities		—			(14,135	)		(577,745	)		—		(591,880	)
Cash flows from financing activities:
Payments under borrowing arrangements		(180,000	)		(62,000	)		—			—		(242,000	)
Borrowings under credit arrangements		530,000			—			—			—		530,000
Cash dividends paid		(4,626	)		—			—			—		(4,626	)
Debt issuance costs		(10,212	)		—			—			—		(10,212	)
Proceeds from exercises of stock options		28,994			—			—			—		28,994
Excess tax benefits related to share-based payments		6,914			—			—			—		6,914
Intercompany capital contributions		(111,870	)		(259,647	)		371,517			—		—
Net cash provided by (used for) financing activities		259,200			(321,647	)		371,517			—		309,070
Effect of currency exchange rate changes on cash and cash equivalents		—			—			2,411			—		2,411
Decrease in cash and cash equivalents		—			(119,784	)		(44,271	)		—		(164,055	)
Cash and cash equivalents, beginning of period		—			136,613			117,538			—		254,151
Cash and cash equivalents, end of period	$	—		$	16,829		$	73,267		$	—	$	90,096

F-70

BELDEN INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Six Months Ended June 25, 2006
							Non-
				Guarantor			Guarantor
	Issuer			Subsidiaries			Subsidiaries			Eliminations		Total
Net cash provided by (used in) operating activities, including short-term intercompany activity	$	(19,081	)	$	19,270		$	16,056		$	—	$	16,245
Cash flows from investing activities:
Proceeds from disposal of tangible assets		—			61			30,092			—		30,153
Capital expenditures		—			(5,521	)		(1,759	)		—		(7,280	)
Net cash provided by (used for) investing activities		—			(5,460	)		28,333			—		22,873
Cash flows from financing activities:
Cash dividends paid		(4,313	)		—			—			—		(4,313	)
Debt issuance costs		(1,063	)		—			—			—		(1,063	)
Proceeds from exercises of stock options		20,793			—			—			—		20,793
Excess tax benefits related to share-based payments		3,668			—			—			—		3,668
Net cash provided by financing activities		19,085			—			—			—		19,085
Effect of currency exchange rate changes on cash and cash equivalents		—			—			2,943			—		2,943
Increase in cash and cash equivalents		4			13,810			47,332			—		61,146
Cash and cash equivalents, beginning of period		—			92,636			42,002			—		134,638
Cash and cash equivalents, end of period	$	4		$	106,446		$	89,334		$	—	$	195,784

F-71

$350,000,000

BELDEN INC.

EXCHANGE OFFER FOR 7% SENIOR SUBORDINATED NOTES DUE 2017

PROSPECTUS

          , 2007

We have not authorized any dealer, salesperson or other person to give any information or represent anything to you other than the information contained or incorporated by reference in this prospectus. You may not rely on unauthorized information or representations.

This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the registered securities to which it relates, nor does this prospectus constitute an offer to sell or a solicitation to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.

This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in any jurisdiction where it is unlawful, where the person making the offer is not qualified to do so, or to any person who cannot legally be offered the securities.

The information in this prospectus is current only as of the date on its cover, and may change after that date. For any time after the cover date of this prospectus, we do not represent that our affairs are the same as described or that the information in this prospectus is correct, nor do we imply those things by delivering this prospectus or selling securities to you.

Until          , 2007, all dealers that effect transactions in the exchange notes, whether or not participating in this exchange offer, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 20.   Indemnification of Directors and Officers

Delaware

Belden Inc., Belden 1993 Inc., Belden Holdings, Inc., Belden Technologies, Inc., Belden Wire & Cable Company, CDT International Holdings Inc., Nordx/CDT Corp. and Thermax/CDT, Inc. are incorporated under the laws of the State of Delaware.

Section 145(a) of the Delaware General Corporation Law, or DGCL, provides, in general, that a corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), because the person is or was a director or officer of the corporation. Such indemnity may be against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding, if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and if, with respect to any criminal action or proceeding, the person did not have reasonable cause to believe the person’s conduct was unlawful.

Section 145(b) of the DGCL provides, in general, that a corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor because the person is or was a director or officer of the corporation, against any expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Section 145(g) of the DGCL provides, in general, that a corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation against any liability asserted against the person in any such capacity, or arising out of the person’s status as such, whether or not the corporation would have the power to indemnify the person against such liability under the provisions of the DGCL.

The certificates of incorporation of each of Belden Inc., Belden 1993 Inc., Belden Holdings, Inc., CDT International Holdings Inc., Nordx/CDT Corp. and Thermax/CDT, Inc. provide for the indemnification of directors to the fullest extent permitted by the DGCL. The certificates of incorporation of each of Belden Technologies, Inc. and Belden Wire & Cable Company are silent as to indemnification.

The bylaws of each of Belden Inc., Belden 1993 Inc. and CDT International Holdings Inc. provide for the indemnification of officers and directors to the fullest extent permitted by the DGCL. The bylaws of each of Belden Holdings, Inc., Belden Technologies, Inc., Belden Wire & Cable Company, Nordx/CDT Corp. and Thermax/CDT, Inc. are silent as to indemnification.

The foregoing is only a general summary of certain aspects of Delaware law and the registrants’ organizational documents dealing with indemnification of directors and officers and does not purport to be complete. It is qualified in its entirety by reference to the detailed provisions of Section 145 of the DGCL and the applicable provisions of the registrants’ respective certificates of incorporation and bylaws.

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Washington

Belden CDT Networking, Inc. is incorporated under the laws of the State of Washington.

Section 23B.08.510 of the Washington Business Corporation Act provides, in general, that a corporation may indemnify an individual made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if: (a) the individual acted in good faith; and (b) the individual reasonably believed: (i) in the case of conduct in the individual’s official capacity with the corporation, that the individual’s conduct was in its best interests; and (ii) in all other cases, that the individual’s conduct was at least not opposed to its best interests; and (c) in the case of any criminal proceeding, the individual had no reasonable cause to believe that the individual’s conduct was unlawful.

Section 23B.08.580 of the Washington Business Corporation Act provides, in general, that a corporation may purchase and maintain insurance on behalf of an individual who is or was an officer, employee or agent of the corporation against liability asserted against or incurred by the individual in that capacity or arising from the individual’s status as a director, officer, employee, or agent, whether or not the corporation would have power to indemnify the individual against the same liability under the provisions of the Washington Business Corporation Act.

The articles of incorporation of Belden CDT Networking, Inc. are silent as to indemnification. The bylaws of Belden CDT Networking, Inc. provide for the indemnification of officers and directors to the fullest extent permitted by the Washington Business Corporation Act.

The foregoing is only a general summary of certain aspects of Washington law and Belden CDT Networking, Inc.’s organizational documents dealing with indemnification of directors and officers and does not purport to be complete. It is qualified in its entirety by reference to the detailed provisions of Sections 23B.08.500 through 23B.08.600 of the Washington Business Corporation Act, Belden CDT Networking, Inc.’s certificate of incorporation and Section 10 of its bylaws.

The directors and officers of Belden CDT Inc. have entered into indemnification agreements with the Company pursuant to which the Company has agreed to provide for the indemnification and advancement of expenses to the fullest extent permitted by law. In addition, the Company’s directors and officers are covered by insurance indemnifying them against certain liabilities which might be incurred by them in their capacities as such, including certain liabilities under the Securities Act.

See also the indemnification provisions in the registration rights agreement incorporated herein by reference as Exhibit 4.6.

Item 21.   Exhibits and Financial Statement Schedules

(a) Exhibits.

Reference is made to the Index to Exhibits filed as a part of this registration statement.

(b) Financial Statement Schedules.

All schedules have been omitted because they are not applicable or because the required information is shown in the financial statements or notes thereto.

Item 22.   Undertakings

1. The undersigned registrants hereby undertake:

(a) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which individually or in

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the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(b) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(d) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(e) That, for the purpose of determining liability of the registrants under the Securities Act to any purchaser in the initial distribution of the securities: The undersigned registrants undertake that in a primary offering of securities of the undersigned registrants pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, each of the undersigned registrants will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) any preliminary prospectus or prospectus of the undersigned registrants relating to the offering required to be filed pursuant to Rule 424;

(ii) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrants or used or referred to by the undersigned registrants;

(iii) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrants or its securities provided by or on behalf of the undersigned registrants; and

(iv) any other communication that is an offer in the offering made by the undersigned registrants to the purchaser.

2. The undersigned registrants hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrants’ annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the

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securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrants of expenses incurred or paid by a director, officer or controlling person of such registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrants will, unless in the opinion of their counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by them is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

4. The undersigned registrants hereby undertake to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first-class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

5. The undersigned registrants hereby undertake to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

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INDEX TO EXHIBITS

Exhibit
Number			Description
	2	.1	Sale and Purchase Agreement, dated January 29, 2007, among Belden Europe B.V., Belden CDT Inc. and Hirschmann Electronics Holdings S.A. (incorporated by reference to Exhibit 2.1 to Belden CDT Inc.’s Current Report on Form 8-K filed on February 2, 2007).
	2	.2	Agreement for the Sale and Purchase of the Entire Issued Share Capital of Each of LTK Wiring Company Limited, LTK Cable Technology Limited, LTK Technologies Co., Limited and Genuine Care Limited, dated February 6, 2007, among LTK Industries Limited, Belden Far East Holdings B.V., Lo Chung Wai, Paul and Belden CDT Inc. (incorporated by reference to Exhibit 2.1 to Belden CDT Inc.’s Current Report on Form 8-K filed on February 9, 2007).
	2	.3	Business Transfer Agreement among Lumberg Automation GmbH, LuS Lumberg GmbH & Cie KG, Lumberg Ltd., Lumberg S.a.r.l., Lumberg Asia Pacific Pte. Ltd., Lumberg, Inc., Belden Deutschland GmbH, Belden-EIW GmbH & Co. KG, and Belden Europe B.V. (incorporated by reference to Exhibit 2.1 to Belden CDT Inc.’s Current Report on Form 8-K filed on April 2, 2007).
	3	.1	Restated Certificate of Incorporation of Belden CDT Inc. (incorporated by reference to Exhibit 3.1 to Belden CDT Inc.’s Annual Report on Form 10-K for the year ended December 31, 2004, filed on March 31, 2005).
	3	.2	Certificate of Ownership and Merger of Belden Inc. (formerly known as Belden CDT Inc.) (incorporated by reference to Exhibit 3.1 to Belden Inc.’s Current Report on Form 8-K filed on May 29, 2007).
	3	.3	Second Amended and Restated Bylaws of Belden CDT Inc. (incorporated by reference to Exhibit 3.01 to Belden CDT Inc.’s Form 8-K filed on December 6, 2005).
	3	.4†	Certificate of Incorporation of Belden 1993 Inc. (formerly known as Belden Inc.)
	3	.5†	Bylaws of Belden 1993 Inc. (formerly known as Belden Inc.)
	3	.6†	Certificate of Incorporation of Belden Holdings, Inc.
	3	.7†	Bylaws of Belden Holdings, Inc.
	3	.8†	Certificate of Incorporation of Belden Technologies, Inc.
	3	.9†	Bylaws of Belden Technologies, Inc.
	3	.10†	Certificate of Incorporation of Belden Wire & Cable Company.
	3	.11†	Bylaws of Belden Wire & Cable Company.
	3	.12†	Certificate of Incorporation of CDT International Holdings Inc.
	3	.13†	Bylaws of CDT International Holdings Inc.
	3	.14†	Certificate of Incorporation of Nordx/CDT Corp.
	3	.15†	Bylaws of Nordx/CDT Corp.
	3	.16†	Certificate of Incorporation of Thermax/CDT, Inc.
	3	.17†	Bylaws of Thermax/CDT, Inc.
	3	.18†	Articles of Incorporation, as amended, of Belden CDT Networking, Inc.
	3	.19†	Bylaws of Belden CDT Networking, Inc. (formerly known as Cable Design Technologies Inc.)
	4	.1	Rights Agreement, dated as of December 11, 1996, between the Company and Equiserve Trust Company, N.A., successor to The First National Bank of Boston, as rights agent, including the form of Certificate of Designation, Preferences and Rights of Junior Participating Preferred Stock, Series A, attached thereto as Exhibit A, the form of Rights Certificate attached thereto as Exhibit B and the Summary of Rights attached thereto as Exhibit C (incorporated by reference to Exhibit 1.1 to the Registration Statement on Form 8-A of Cable Design Technologies Corporation (“CDT”), File Number 000-22724, filed on December 11, 1996).
	4	.2	Amendment to Rights Agreement, dated as of November 15, 2004 (incorporated by reference to Exhibit 4.1 to Belden CDT Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004, filed on November 15, 2004).

II-5

Exhibit
Number			Description
	4	.3	Amendment No. 2 to Rights Agreement, dated as of December 8, 2006 (incorporated by reference to Exhibit 4.2(a) to Belden CDT Inc.’s Registration Statement on Form 8-A/A, File Number 001-12561, filed on December 8, 2006).
	4	.4	Indenture, dated as of March 16, 2007, relating to the 7% Senior Subordinated Notes due 2017, among Belden CDT Inc., the Guarantors named therein and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to Belden CDT Inc.’s Current Report on Form 8-K filed on March 19, 2007).
	4	.5	Form of 7% Senior Subordinated Note due 2017 (included in Exhibit 4.4).
	4	.6	Registration Rights Agreement, dated as of March 16, 2007, by and among Belden CDT Inc., the Guarantors named therein and Wachovia Capital Markets LLC, as representative of the Initial Purchasers listed in the Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to Belden CDT Inc.’s Current Report on Form 8-K filed on March 19, 2007).
	4	.7	Indenture, dated as of April 20, 2007, relating to the 4.00% Convertible Subordinated Debentures due 2023, between Belden CDT Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to Belden CDT Inc.’s Current Report on Form 8-K filed on April 24, 2007).
	4	.8	Form of 4.00% Convertible Subordinated Debenture due 2023 (included in Exhibit 4.7).
	5	.1†	Opinion of Kirkland & Ellis LLP.
	10	.1	Tax Sharing and Separation Agreement (incorporated by reference to Exhibit 10.6 to CDT’s Quarterly Report on Form 10-Q filed on November 15, 1993).
	10	.2	Trademark License Agreement (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of Belden Inc. filed on November 15, 1993).
	10	.3	Belden Inc. Long-Term Incentive Plan, as amended (incorporated by reference to Exhibit 10.3 to Belden CDT Inc.’s Annual Report on Form 10-K for the year ended December 31, 2006, filed on March 1, 2007).
	10	.4	Belden Inc. 2003 Long-Term Incentive Plan, as amended (incorporated by reference to Exhibit 10.4 to Belden CDT Inc.’s Annual Report on Form 10-K for the year ended December 31, 2006, filed on March 1, 2007).
	10	.5	CDT Long-Term Performance Incentive Plan (adopted September 23, 1993) (incorporated by reference to Exhibit 10.18 to CDT’s Registration Statement on Form S-1, File Number 33-69992, filed on November 1, 1993).
	10	.6	CDT Supplemental Long-Term Performance Incentive Plan (adopted December 12, 1995) (incorporated by reference to Exhibit A to CDT’s Proxy Statement filed on January 17, 1996).
	10	.7	CDT 1999 Long-Term Performance Incentive Plan (adopted April 19, 1999 and amended June 11, 1999) (incorporated by reference to Exhibit 10.16 to CDT’s Annual Report on Form 10-K for the year ended July 31, 1999, filed on October 27, 1999).
	10	.8	Amendment No. 2, dated July 13, 2000, to CDT 1999 Long-Term Performance Incentive Plan (incorporated by reference to Exhibit 10.15 to CDT’s Annual Report on Form 10-K for the year ended July 31, 2000, filed on October 27, 2000).
	10	.9	Form of June 11, 1999 Stock Option Grant (incorporated by reference to Exhibit 10.18 to CDT’s Annual Report on Form 10-K for the year ended July 31, 1999, filed on October 27, 1999).
	10	.10	Form of April 23, 1999 Stock Option Grant (incorporated by reference to Exhibit 10.19 to CDT’s Annual Report on Form 10-K for the year ended July 31, 1999, filed on October 27, 1999).
	10	.11	CDT 2001 Long-Term Performance Incentive Plan (incorporated by reference to Appendix II to Belden CDT Inc.’s Proxy Statement filed on April 13, 2006).
	10	.12	Amendments to CDT Long-Term Performance Incentive Plan (1993), Supplemental Long-Term Performance Incentive Plan (1995), 1999 Long-Term Performance Incentive Plan and 2001 Long-Term Performance Incentive Plan (incorporated by reference to Exhibit 10.61 to Belden CDT Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004, filed on November 15, 2004).

II-6

Exhibit
Number			Description
	10	.13	Form of Director Nonqualified Stock Option Grant (incorporated by reference to Exhibit 99.2 to CDT’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2001, filed on March 15, 2001).
	10	.14	Form of Restricted Stock Grant (incorporated by reference to Exhibit 10.22 to CDT’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2002, filed on December 16, 2002).
	10	.15	Form of Restricted Stock Grant (incorporated by reference to Exhibit 10.20 to Belden CDT Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004, filed on November 15, 2004).
	10	.16	Form of Restricted Stock Grant (incorporated by reference to Exhibit 10.01 to Belden CDT Inc.’s Current Report on Form 8-K filed on May 19, 2005).
	10	.17	Form of Stock Option Grant (incorporated by reference to Exhibit 10.1 to Belden CDT Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005, filed on May 10, 2005).
	10	.18	Form of February 22, 2006 Stock Appreciation Right Award Agreement (incorporated by reference to Exhibit 10.1 to Belden CDT Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 26, 2006, filed on May 5, 2006).
	10	.19	Form of Performance Stock Units Award Form (incorporated by reference to Exhibit 10.2 to Belden CDT Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 26, 2006, filed on May 5, 2006).
	10	.20	Form of February 22, 2006 Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.3 to Belden CDT Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 26, 2006, filed on May 5, 2006).
	10	.21	Form of Stock Appreciation Rights Award (incorporated by reference to Exhibit 10.4 to Belden CDT Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 26, 2006, filed on May 5, 2006).
	10	.22	Form of Performance Stock Units Award (incorporated by reference to Exhibit 10.5 to Belden CDT Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 26, 2006, filed on May 5, 2006).
	10	.23	Belden CDT Inc. Long-Term Cash Performance Plan (incorporated by reference to Exhibit 10.36 to Belden CDT Inc.’s Annual Report on Form 10-K for the year ended December 31, 2004, filed on March 31, 2005).
	10	.24	Belden CDT Inc. Annual Cash Incentive Plan (incorporated by reference to Exhibit 10.6 to Belden CDT Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 26, 2006, filed on May 5, 2006).
	10	.25	2004 Belden CDT Inc. Non-Employee Director Deferred Compensation Plan (incorporated by reference to Exhibit 10.1 to Belden CDT Inc.’s Current Report on Form 8-K filed on December 21, 2004).
	10	.26	Belden CDT Inc. Retirement Savings Plan (incorporated by reference to Exhibit 10.1 to Belden CDT Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, filed on November 9, 2005).
	10	.27	First Amendment to Belden CDT Inc. Retirement Savings Plan (incorporated by reference to Exhibit 10.48 to Belden CDT Inc.’s Annual Report on Form 10-K for the year ended December 31, 2005, filed on March 16, 2006).
	10	.28	Second Amendment to Belden CDT Inc. Retirement Savings Plan (incorporated by reference to Exhibit 10.49 to Belden CDT Inc.’s Annual Report on Form 10-K for the year ended December 31, 2005, filed on March 16, 2006).
	10	.29	Third Amendment to Belden CDT Inc. Retirement Savings Plan (incorporated by reference to Exhibit 10.29 to Belden CDT Inc.’s Annual Report on Form 10-K for the year ended December 31, 2006, filed on March 1, 2007).

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Exhibit
Number			Description
	10	.30	Belden Wire & Cable Company Supplemental Excess Defined Benefit Plan, with First, Second and Third Amendments (incorporated by reference to Exhibits 10.14 and 10.15 to the Annual Report on Form 10-K of Belden Inc. for the year ended December 31, 2001, filed on March 22, 2002; Exhibit 10.21 to the Annual Report on Form 10-K of Belden Inc. for the year ended December 31, 2002, filed on March 14, 2003; and Exhibit 10.50 to Belden CDT Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004, filed on November 15, 2004).
	10	.31	Belden Wire & Cable Company Supplemental Excess Defined Contribution Plan, with First, Second and Third Amendments (incorporated by reference to Exhibits 10.16 and 10.17 to the Annual Report on Form 10-K of Belden Inc. for the year ended December 31, 2001, filed on March 22, 2002; Exhibit 10.24 to the Annual Report on Form 10-K of Belden Inc. for the year ended December 31, 2002, filed on March 14, 2003; and Exhibit 10.51 to Belden CDT Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004, filed on November 15, 2004).
	10	.32	Trust Agreement, with First Amendment (incorporated by reference to Exhibits 10.52 and 10.53 to Belden CDT Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004, filed on November 15, 2004).
	10	.33	Trust Agreement, with First Amendment (incorporated by reference to Exhibits 10.54 and 10.55 to Belden CDT Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004, filed on November 15, 2004).
	10	.34	Executive Employment Agreement with John Stroup, dated September 26, 2005 (incorporated by reference to Exhibit 10.01 to Belden CDT Inc.’s Current Report on Form 8-K filed on September 27, 2005).
	10	.35	Executive Employment Agreement with Gray Benoist, dated as of August 24, 2006 (incorporated by reference to Exhibit 10.3 to Belden CDT Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 24, 2006, filed on November 3, 2006).
	10	.36	Executive Employment Agreement with Peter F. Sheehan, dated as of July 16, 2006 (incorporated by reference to Exhibit 10.1 to Belden CDT Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 24, 2006, filed on November 3, 2006).
	10	.37	Executive Employment Agreement with Robert Canny, dated as of July 16, 2006 (incorporated by reference to Exhibit 10.2 to Belden CDT Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 24, 2006, filed on November 3, 2006).
	10	.38	Form of Executive Employment Agreement with each of Cathy O. Staples, D. Larrie Rose, Stephen H. Johnson and Kevin L. Bloomfield (incorporated by reference to Exhibit 10.1 to Belden Inc.’s Current Report on Form 8-K, filed on July 26, 2007).
	10	.39	Executive Employment Agreement with John S. Norman, dated as of May 23, 2007 (incorporated by reference to Exhibit 10.1 to Belden Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 24, 2007, filed on August 3, 2007).
	10	.40	Executive Employment Agreement with Richard D. Kirschner, dated as of May 24, 2007 (incorporated by reference to Exhibit 10.2 to Belden Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 24, 2007, filed on August 3, 2007).
	10	.41	Executive Employment Agreement with Denis Suggs, dated as of June 11, 2007 (incorporated by reference to Exhibit 10.3 to Belden Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 24, 2007, filed on August 3, 2007).
	10	.42	Form of Indemnification Agreement with each of the Directors and Gray Benoist, Kevin Bloomfield, Robert Canny, Stephen Johnson, Larrie Rose, Peter Sheehan, Cathy Staples and John Stroup (incorporated by reference to Exhibit 10.39 to Belden CDT Inc.’s Annual Report on Form 10-K for the year ended December 31, 2006, filed on March 1, 2007).
	10	.43	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 (incorporated by reference to Exhibit 10.1 to Belden CDT Inc.’s Current Report on Form 8-K filed on January 27, 2006).

II-8

Exhibit
Number			Description
	10	.44	Credit Agreement Consent, dated September 22, 2006 (incorporated by reference to Exhibit 10.4 to Belden CDT Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 24, 2006, filed on November 3, 2006).
	10	.45	First Amendment to Credit Agreement and Waiver, dated as of February 16, 2007, 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, and Wachovia Bank, National Association, as Administrative Agent and on behalf of the Lenders party thereto (incorporated by reference to Exhibit 10.2 to Belden CDT Inc.’s Current Report on Form 8-K filed on February 22, 2007).
	10	.46	Commitment Letter, dated February 2, 2007, of Wachovia Bank, National Association, Wachovia Investment Holdings, LLC and Wachovia Capital Markets, LLC (incorporated by reference to Exhibit 10.1 to Belden CDT Inc.’s Current Report on Form 8-K filed on February 8, 2007).
	12	.1†	Computation of Ratio of Earnings to Fixed Charges.
	21	.1	Subsidiaries of Belden CDT Inc. (incorporated by reference to Exhibit 21.1 to Belden CDT Inc.’s Annual Report on Form 10-K for the year ended December 31, 2006, filed on March 1, 2007).
	23	.1	Consent of Kirkland & Ellis LLP (included in Exhibit 5.1).
	23	.2†	Consent of Ernst & Young LLP.
	24	.1	Power of Attorney (included on signature pages hereto).
	25	.1†	Form T-1 (U.S. Bank National Association).
	99	.1†	Letter of Transmittal.

† Filed herewith.

II-9

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in St. Louis, Missouri, on August 23, 2007.

BELDEN INC.

By:  /s/  John S. Stroup

Name:    John S. Stroup

Title:    President and Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Kevin L. Bloomfield and Stephen H. Johnson, and each of them, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and any registration statement relating to the offering covered by this registration statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  John S. Stroup John S. Stroup	President, Chief Executive Officer and Director (Principal Executive Officer)	August 23, 2007
/s/  Gray G. Benoist Gray G. Benoist	Vice President, Finance and Chief Financial Officer (Principal Financial Officer)	August 23, 2007
/s/  John S. Norman John S. Norman	Controller and Chief Accounting Officer (Principal Accounting Officer)	August 23, 2007
/s/  Bryan C. Cressey Bryan C. Cressey	Chairman of the Board and Director	August 23, 2007
/s/  Lorne D. Bain Lorne D. Bain	Director	August 23, 2007
/s/  Lance Balk Lance Balk	Director	August 23, 2007

II-10

Signature	Title	Date
/s/  David Aldrich David Aldrich	Director	August 23, 2007
/s/  Michael F.O. Harris Michael F.O. Harris	Director	August 23, 2007
/s/  Glenn Kalnasy Glenn Kalnasy	Director	August 23, 2007
/s/  John M. Monter John M. Monter	Director	August 23, 2007
/s/  Bernard G. Rethore Bernard G. Rethore	Director	August 23, 2007

II-11

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in St. Louis, Missouri, on August 23, 2007.

BELDEN 1993 INC.

By:  /s/  John S. Stroup

Name: John S. Stroup

Title:   President

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Kevin L. Bloomfield and Stephen H. Johnson, and each of them, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and any registration statement relating to the offering covered by this registration statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  John S. Stroup John S. Stroup	President (Principal Executive Officer)	August 23, 2007
/s/  Stephen H. Johnson Stephen H. Johnson	Director and Treasurer (Principal Financial Officer and Principal Accounting Officer)	August 23, 2007
/s/  Kevin L. Bloomfield Kevin L. Bloomfield	Director and Secretary	August 23, 2007
/s/  Michael E. Buescher Michael E. Buescher	Director	August 23, 2007

II-12

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in St. Louis, Missouri, on August 23, 2007.

BELDEN HOLDINGS, INC.

By:  /s/  D. Larrie Rose

Name:    D. Larrie Rose

Title:    President

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Kevin L. Bloomfield and Stephen H. Johnson, and each of them, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and any registration statement relating to the offering covered by this registration statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  D. Larrie Rose D. Larrie Rose	Director and President (Principal Executive Officer)	August 23, 2007
/s/  Stephen H. Johnson Stephen H. Johnson	Director and Treasurer (Principal Financial Officer and Principal Accounting Officer)	August 23, 2007
/s/  Kevin L. Bloomfield Kevin L. Bloomfield	Director and Secretary	August 23, 2007

II-13

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in St. Louis, Missouri, on August 23, 2007.

BELDEN TECHNOLOGIES, INC.

By:  /s/  John S. Stroup

Name:    John S. Stroup

Title:    President

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Kevin L. Bloomfield and Stephen H. Johnson, and each of them, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and any registration statement relating to the offering covered by this registration statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  John S. Stroup John S. Stroup	President (Principal Executive Officer)	August 23, 2007
/s/  Stephen H. Johnson Stephen H. Johnson	Director and Treasurer (Principal Financial Officer and Principal Accounting Officer)	August 23, 2007
/s/  Kevin L. Bloomfield Kevin L. Bloomfield	Director and Secretary	August 23, 2007
/s/  Michael E. Buescher Michael E. Buescher	Director	August 23, 2007

II-14

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in St. Louis, Missouri, on August 23, 2007.

BELDEN WIRE & CABLE COMPANY

By:  /s/  John S. Stroup

Name: John S. Stroup

Title:   President

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Kevin L. Bloomfield and Stephen H. Johnson, and each of them, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and any registration statement relating to the offering covered by this registration statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  John S. Stroup John S. Stroup	President (Principal Executive Officer)	August 23, 2007
/s/  Stephen H. Johnson Stephen H. Johnson	Director and Treasurer (Principal Financial Officer and Principal Accounting Officer)	August 23, 2007
/s/  Kevin L. Bloomfield Kevin L. Bloomfield	Director and Secretary	August 23, 2007
/s/  Michael E. Buescher Michael E. Buescher	Director	August 23, 2007

II-15

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in St. Louis, Missouri, on August 23, 2007.

CDT INTERNATIONAL HOLDINGS INC.

By:  /s/  John S. Stroup

Name: John S. Stroup

Title:   President

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Kevin L. Bloomfield and Stephen H. Johnson, and each of them, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and any registration statement relating to the offering covered by this registration statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  John S. Stroup John S. Stroup	President (Principal Executive Officer)	August 23, 2007
/s/  Stephen H. Johnson Stephen H. Johnson	Director and Treasurer (Principal Financial Officer and Principal Accounting Officer)	August 23, 2007
/s/  Kevin L. Bloomfield Kevin L. Bloomfield	Director and Secretary	August 23, 2007
/s/  Michael E. Buescher Michael E. Buescher	Director	August 23, 2007

II-16

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in St. Louis, Missouri, on August 23, 2007.

NORDX/CDT CORP.

By:  /s/  John S. Stroup

Name:     John S. Stroup

Title:    President

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Kevin L. Bloomfield and Stephen H. Johnson, and each of them, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and any registration statement relating to the offering covered by this registration statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  John S. Stroup John S. Stroup	President (Principal Executive Officer)	August 23, 2007
/s/  Stephen H. Johnson Stephen H. Johnson	Director and Treasurer (Principal Financial Officer and Principal Accounting Officer)	August 23, 2007
/s/  Kevin L. Bloomfield Kevin L. Bloomfield	Director and Secretary	August 23, 2007
/s/  Michael E. Buescher Michael E. Buescher	Director	August 23, 2007

II-17

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in St. Louis, Missouri, on August 23, 2007.

THERMAX/CDT, INC.

By:  /s/  John S. Stroup

Name:    John S. Stroup

Title:  President

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Kevin L. Bloomfield and Stephen H. Johnson, and each of them, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and any registration statement relating to the offering covered by this registration statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  John S. Stroup John S. Stroup	President (Principal Executive Officer)	August 23, 2007
/s/  Stephen H. Johnson Stephen H. Johnson	Director and Treasurer (Principal Financial Officer and Principal Accounting Officer)	August 23, 2007
/s/  Kevin L. Bloomfield Kevin L. Bloomfield	Director and Secretary	August 23, 2007
/s/  Michael E. Buescher Michael E. Buescher	Director	August 23, 2007

II-18

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in St. Louis, Missouri, on August 23, 2007.

BELDEN CDT NETWORKING, INC.

By:  /s/  John S. Stroup

Name: John S. Stroup

Title:   President

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Kevin L. Bloomfield and Stephen H. Johnson, and each of them, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and any registration statement relating to the offering covered by this registration statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  John S. Stroup John S. Stroup	President (Principal Executive Officer)	August 23, 2007
/s/  Stephen H. Johnson Stephen H. Johnson	Director and Treasurer (Principal Financial Officer and Principal Accounting Officer)	August 23, 2007
/s/  Kevin L. Bloomfield Kevin L. Bloomfield	Director and Secretary	August 23, 2007
/s/  Michael E. Buescher Michael E. Buescher	Director	August 23, 2007

II-19

EX-3.4

Exhibit 3.4

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED: 04:30 PM 07/19/1993

723200179 — 2344337

CERTIFICATE OF INCORPORATION
OF
BELDEN INC.

ARTICLE I
Name

Section 1.01 Name. The name of the corporation is Belden Inc. (the “Corporation”)

ARTICLE II
Registered Office and Registered Agent

Section 2.01 Registered Office and Agent. The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

ARTICLE III
Purpose

Section 3.01 Purpose. The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

ARTICLE IV
Terms of Shares

Section 4.01 Amount Authorized. The total number of shares of stock which the Corporation she have authority to issue is one hundred twenty-five million (125,000,000), of which twenty-five million(25,000,000) shares shall be preferred stock, par value $.01 per share (“Preferred Stock”), and one hundred million 100,000,000) shares shall be common stock, par value $5.01 per share (“Common Stock”). Shares of any class of stock of the Corporation may be issued for such consideration and for such corporate purposes as the Board of Directors of the Corporation may from time to time determine.

Section 4.02 Preferred Stock. The Preferred Stock may be issued from time to time in one or more series, each such series to have distinctive designations. The powers, preferences and rights of each such series, and the qualifications, limitations or restrictions thereof, if any, may differ from these of any and all other series at any time outstanding. The Board of Directors hereby is expressly granted authority to cause the Preferred Stock to be issued in one or more series and with respect to each such series prior to the issuance thereof to fix by resolution the following:

-1-

          (a) the designation of the series, which may be by distinguishing number, letter or title;

          (b) the number of shares of the series, which number the Board of Directors may (except where otherwise provided in the creation of the series) increase or decrease (but not below the number of shares thereof then outstanding);

          (c) the voting powers of the shares, which may be full or limited, or may be without voting power;

          (d) the dividend rights of the series, if any, including without limitation, the dividend rates, the dividend payment dates, whether dividends will be cumulative, any conditions far payment and any payment preferences in relation to the dividends payable on any other class or classes or series of stock;

          (e) the redemption rights, if any, and the price or prices for the shares of the series;

          (f) sinking fund requirements, if any, for the purchase or redemption of shares of the series;

          (g) rights upon the liquidation, dissolution or winding up of the Corporation or upon the distribution of the assets of the Corporation;

          (h) whether the shares shall be convertible into shares of any other class or classes or any other series of the same or any other class or classes of stock, and if so, the conversion price, any adjustments thereof, and all other terms and conditions upon which such conversion may be made;

          (i) the benefit of any conditions and restrictions upon the creation of indebtedness of the Corporation or any subsidiary, upon the issue of any additional stock (including additional shares of such series or of any other series) and upon the payment of dividends or the making of other distributions on and the purchase, redemption or other acquisition by the Corporation or any subsidiary of any outstanding stock of the Corporation; and

          (j) such other powers, preferences, and rights, and such other qualifications, limitations or restrictions as the Board of Directors shall determine;

all as shall be stated in the resolution or resolutions of the Board of Directors providing for the issue of such Preferred Stock.

The relative powers, preferences and rights of each series of Preferred Stock in relation to the powers, preferences and rights of each other series of Preferred Stock shall, in each case, be as fixed from time to time by the Board of Directors in the resolution or resolutions adopted pursuant to authority granted in this Section 4.02, and the consent, by class or series vote or otherwise, of the holders of Preferred Stock of such of the series of the Preferred Stock as are from time to time outstanding shall not be required for the issuance by the Board of Directors of any other series of Preferred Stock whether the powers, preferences and rights of such other

-2-

series shall be fixed by the Board of Directors as senior to, or on a parity with, the powers, preferences and rights of such outstanding series, or any of them, unless and to the extent that the Board of Directors may provide in such resolution or resolutions adopted with respect to any series of Preferred Stock that the consent of the holders of a majority (or such other proportion as shall be therein fixed) of the outstanding shares of such series voting thereon shall be required far the issuance of any or all other series of Preferred Stock.

Shares of any series of Preferred Stock that (i) have been redeemed by the Corporation in accordance with the express terms thereof, (ii) are purchased in satisfaction of any sinking fund requirements provided for shares of such series or (iii) are converted in accordance with the express terms thereof shall be cancelled and not reissued. Any shares of Preferred Stock otherwise acquired by the Corporation shall resume the status of authorized and unissued shares of Preferred Stock without series designation.

Section 4.03 Dividends. Subject to the preferential rights, If any, of the holders of Preferred Stock, the holders of Common Stock shall be entitled to receive such dividends, if any, as may be declared from time to time by the Board of Directors front funds legally available therefor.

Section 4.04 Liquidation, Dissolution, Winding Up. After distribution in full of the preferential amount, if any, to be distributed to the holders of Preferred Stock in the event of voluntary or involuntary liquidation, distribution or sale of assets, dissolution or winding up of the Corporation, the holders of the Common Stock shall be entitled to receive all the remaining assets of the Corporation, tangible and intangible, of whatever kind available for distribution to stockholders, ratably in proportion to the number of shares of the Common Stock held by each.

Section 4.05 Voting. Except as may otherwise be required by law, this Certificate of Incorporation or, in the case of Preferred Stock, the provisions of such resolution or resolutions as may be adopted by the Board of Directors pursuant to Section 4.02 of this Article IV, each holder of Preferred Stock and each holder of Common Stock shall have one vote in respect of each share of Preferred Stock end each share of Common Stock held by such holder on each matter voted upon by the stockholders.

Section 4.06 No Cumulative Voting. Cumulative voting of shares is prohibited.

Section 4.07 No Preemptive Rights. No holder of shares of any class of stock of the Corporation as such holder, have any preemptive right to purchase shares of any class of stock of the Corporation or shires or other securities convertible into or exchangeable for or carrying rights or options to purchase shares of any class of stock of the Corporation, whether such class of stock, shares or other securities are now or hereafter authorized, which at any time may be proposed to be issued by the Corporation or subjected to rights or options to purchase granted by the Corporation.

ARTICLE V
Stockholder Meetings

Section 5.01 No Written Consents. No action required to be taken or that may be taken at an annual or special meeting of stockholders of the Corporation may be taken without a meeting, and the power of stockholders to consent in writing, without a meeting, to the taking of any action is specifically denied.

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ARTICLE VI
Board of Directors

Section 6.01 Removal. Notwithstanding any other provisions of this Certificate of Incorporation or the bylaws of the Corporation (and notwithstanding the fact that some lesser percentage may be specified by law, this Certificate of Incorporation or the bylaws of the Corporation), any director or the entire Board of Directors of the Corporation may be removed at any time, but only for cause.

ARTICLE VII
Amendment of Bylaws

Section 7.01 Amendment of Bylaws. In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, alter or repeal the Bylaws of the Corporation.

ARTICLE VIII
Indemnification and Limitation of Liability

Section 8.01 Limitation of Liability. No director of the Corporation shall be personally liable to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director, except that the foregoing provision shall not eliminate or limit the liability of a director (i) for any breach of such director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Title 8, Section 174 of the Delaware General Corporation Law or (iv) for any transaction From which such director derived an improper personal benefit. If the Delaware General Corporation Law hereafter is amended to authorize the further elimination or limitation on personal liability of directors, then the liability of a director of the Corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended Delaware General Corporation Law.

Section 8.02 Indemnification. Any person who was or is made a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of the Corporation) (hereinafter a “proceeding”), by reason of the fact that he is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director or Officer of another corporation or of a partnership, joint venture. trust or other enterprise shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred by him or her in connection therewith, provided, however, that the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) that was initiated by such person only if such proceeding (or part thereof) was authorized or ratified by the Board of Directors of the Corporation. The right to indemnification conferred in this Section 8.02 shall be a contract right.

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For purposes of this Section 8.02, reference to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors and officers so that any person who is or was a director or officer of such constituent corporation, or is or was serving at the request of such constituent corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Section 8.02, with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

Section 8.03 Payment of Expenses in Advance. Expenses (including attorneys’ fees) incurred by an officer or director in defending an action, suit or proceeding referred to in Section 8.02 above may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the director or officer to repay such amount unless it shall ultimately be determined that he or she is entitled to be indemnified by the Corporation as authorized in Section 8.02.

Section 8.04 Indemnification Not Exclusive. The indemnification provided under Section 8.02 shall not be deemed exclusive of (i) any other rights to which those seeking indemnification may be entitled under any bylaw, any agreement, any insurance purchased by the Corporation, vote of stockholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office or (ii) the power of the Corporation to indemnify any person who is or was an employee or agent of the Corporation or of another corporation, joint venture, trust or other enterprise that he or she is serving or has served at the request of the Corporation, to the same extent and in the same situations and subject to the same determinations with respect to directors and officers. The indemnification provided by Section 8.02 shall continue as to any person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such person.

Section 8.05 Other. Any repeal or modification of this Article VIII by the stockholders of the Corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director of the Corporation or the indemnification of any officer or director of the Corporation existing at the time of such repeal or modification.

ARTICLE IX
Amendment of Certificate of Incorporation

Section 9.01 Amendment of Certificate of Incorporation. Notwithstanding anything contained in this Certificate of Incorporation or the bylaws of the Corporation to the contrary (and notwithstanding that a lesser percentage may be specified by law), the affirmative vote of the holders of at least 80% of the voting power of all of the securities of the Corporation entitled to

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vote generally in the election of directors, voting together as a single class, shall be required to alter, amend or repeal Articles V and VI hereof.

ARTICLE X
Incorporator

Section 10.01 Name and Mailing Address. The name and the mailing address of the incorporator is:

Lisa Rush
811 Dallas Avenue
Houston, Texas 77002

ARTICLE XI
Initial Board of Directors

Section 11.01 Initial Board. The name and mailing address of the person who shall serve as director of the Corporation until the first annual meeting of stockholders or until his successors are elected and qualify is:

Name	Address
C. Baker Cunningham	11007 Hunters Park Drive
	Houston, Texas 77024

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I, the undersigned, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the Delaware General Corporation Law, do make this certification, hereby declaring and certifying that this is my act and deed and the fact herein stated are true, and accordingly have hereunto set my hand this 19th day of July, 1993.

/s/ Lisa Rush  

Lisa Rush 

Incorporator 

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STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 10:00 AM 07/28/1995

950169812 — 2344337

CERTIFICATE OF DESIGNATION, PREFERENCES
AND RIGHTS OF SERIES A JUNIOR
PARTICIPATING PREFERRED STOCK

OF

BELDEN INC.

Pursuant to Section 151 of the General Corporation Law
of the State of Delaware

     Belden Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware, in accordance with the provisions of Section 103 thereof, HEREBY CERTIFIES:

     That pursuant to the authority conferred upon the Board of Directors by the Certificate of Incorporation of the said Corporation, the said Board of Directors on July 6, 1995 adopted the following resolution creating a series of one million (1,000,000) shares of Preferred Stock designated as Series A Junior Participating Preferred Stock:

     RESOLVED, that pursuant to the authority vested in the Board of Directors of this Corporation in accordance with the provisions of its Certificate of Incorporation, a series of Preferred Stock of the Corporation be and it hereby is created, and that the designation and amount thereof and the voting powers, preferences and relative, participating, optional and other special rights of the shares of such series, and the qualifications, limitations or restrictions thereof are as follows:

          1. Designation and Amount. The shares of such series shall be designated as “Series A Junior Participating Preferred Stock,” par value $.01 per share (the “Series A Junior Preferred Stock”), and the number of shares constituting such series shall be 1,000,000.

          2. Dividends and Distributions. (a) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Junior Preferred Stock with respect to dividends, the holders of shares of Series A Junior Preferred Stock in preference to the holders of Common Stock and of any other junior stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available therefor, dividends payable quarterly on the first day of January, April, July and October (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Preferred Stock, in an amount per share (rounded

to the nearest cent) equal to the greater of (a) $5.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock, (by reclassification or otherwise), declared on the Common Stock, par value $.01 per share, of the Corporation (the “Common Stock”), since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Preferred Stock. In the event the Corporation shall at any time after the record date for the initial distribution of the Corporation’s Preferred Stock Purchase Rights pursuant to the Rights Agreement, dated as of July 6, 1995, between the Company and First Chicago Trust Company of New York, as Rights Agent (the “Rights Declaration Date”), (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series A Junior Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

          (b) The Corporation shall declare a dividend or distribution on the Series A Junior Preferred Stock as provided in paragraph (a) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $5.00 per share on the Series A Junior Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date.

          (c) Dividends shall begin to accrue and be cumulative on outstanding shares a Series A Junior Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares of Series A Junior Preferred Stock, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series A Junior Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series A Junior Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of shares of Series A Junior Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 30 days prior to the date fixed for the payment thereof.

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          3. Voting Rights. The holders of shares of Series A Junior Preferred Stock shall have the following voting rights:

          (a) Subject to the provision for adjustment hereinafter set forth, each share of Series A Junior Preferred Stock shall entitle the holder thereof to 100 votes on all matters submitted to a vote of the stockholders of the Corporation. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the number of votes per share to which holders of shares of Series A Junior Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

          (b) Except as otherwise provided herein, in the Certificate of Incorporation or under applicable law, the holders of shares of Series A Junior Preferred Stock and the holders of shares of Common Stock shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation.

          (c) (i) If at any time dividends on any Series A Junior Preferred Stock shall be in arrears in an amount equal to six (6) quarterly dividends thereon, the occurrence of such contingency shall mark the beginning of a period (a “default period”) that shall extend until such time when all accrued and unpaid dividends for all previous quarterly dividend periods and for the current quarterly dividend period on all shares of Series A Junior Preferred Stock then outstanding shall have been declared and paid or set apart for payment. During each default period, all holders of shares of Series A Junior Preferred Stock together with any other series of Preferred Stock then entitled to such a vote under the terms of the Certificate of Incorporation, voting as a separate class, shall be entitled to elect two members of the Board of Directors of the Corporation.

     (ii) During any default period, such voting right of the holders of Preferred Stock may be exercised initially at a special meeting called pursuant to subparagraph (iii) of this Subsection 3(c) or at any annual meeting of stockholders, and thereafter at annual meetings of stockholders. The absence of a quorum of the holders of Common Stock shall not affect the exercise by the holders of Preferred Stock of such voting right. At any meeting at which the holders of Preferred Stock shall exercise such voting right initially during an existing default period, they shall have the right, voting as a separate class, to elect Directors to fill such vacancies, if any, in the Board of Directors as may then exist up to two (2) Directors, or if such right is exercised at an annual meeting, to elect two (2) Directors, If the number that may be so elected at any special meeting does not amount to the required number, the holders of the Preferred Stock shall have the right to make such increase in the number of Directors as shall be necessary to permit the election by them of the required number. After the holders of the Preferred Stock shall have exercised their right to elect Directors in any default period and during the continuance of such period, the number of Directors shall not be increased or decreased except by vote of the holders

3

of Preferred Stock as herein provided or pursuant to the rights of any equity securities ranking senior to or pari passu with the Series A Junior Preferred Stock.

     (iii) Unless the holders of Preferred Stock shall, during an existing default period, have previously exercised their right to elect Directors, the Board of Directors may order, or any stockholder or stockholders owning in the aggregate not less than ten percent (10%) of the total number of shares of Preferred Stock outstanding, irrespective of series, may request, the calling of special meeting of the holders of Preferred Stock, which meeting shall thereupon be called by the Chairman, President, a Vice-President or the Secretary of the Corporation. Notice of such meeting and of any annual meeting at which holders of Preferred Stock are entitled to vote pursuant to this Section 3 (c)(iii) shall be given to each holder of record of Preferred Stock by mailing a copy of such notice to him at his last address as the same appears on the books of the Corporation. Such meeting shall be called for a time not earlier than 10 days and not later than 60 days after such order or request. In the event such meeting is not called within 60 days after such order or request, such meeting may be called on similar notice by any stockholder or stockholders owning in the aggregate not less than ten percent (10%) of the total number of shares of Preferred Stock outstanding. Notwithstanding the provisions of this Section 3 (c)(iii), no such special meeting shall be called during the period within 60 days immediately preceding the date fixed for the next annual meeting of the stockholders.

     (iv) In any default period, the holders of Common Stock, and other classes of stock of the Corporation if applicable, shall continue to be entitled to elect the whole number of Directors until the holders of Preferred Stock shall have exercised their right to elect two (2) Directors voting as a separate class, after the exercise of which right (x) the Directors so elected by the holders of Preferred Stock shall continue in office until their successors shall have been elected by such holders or until the expiration of the default period, and (y) any vacancy in the Board of Directors may (except as provided in Section 3(c)(ii)) be filled by vote of a majority of the remaining Directors theretofore elected by the class which elected the Director whose office shall have become vacant. References in this Section 3(c)(iv) to Directors elected by a particular class shall include Directors elected by such Directors to fill vacancies as provided in clause (y) of the foregoing sentence.

          (d) Immediately upon the expiration of a default period, (x) the right of the holders of Preferred Stock, as a separate class, to elect Directors shall cease, (y) the term of any Directors elected by the holders of Preferred Stock, as a separate class, shall terminate, and (z) the number of Directors shall be such number as may be provided for in, or pursuant to, the Certificate of Incorporation or By laws irrespective of any increase made pursuant to the provisions of Section 3(c)(ii) (such number being subject, however, to change thereafter in any manner provided by law or in the Certificate of Incorporation or By laws). Any vacancies in the Board of Directors effected by the provisions of clauses (y) and (z) in the preceding sentence may be filled by a majority of the remaining Directors, even though less than a quorum.

          (e) Except as set forth herein or as otherwise provided in the Certificate of Incorporation, holders of Series A Junior Preferred Stock shall have no special voting rights and

4

their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action.

          4. Certain Restrictions. (a) Whenever quarterly dividends or other dividends or distributions payable on the Series A Junior Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A Junior Preferred Stock outstanding shall have been paid in full, the Corporation shall not:

     (i) declare or pay or set apart for payment any dividends or make any other distributions on, or redeem or purchase or otherwise acquire, directly or indirectly, for consideration any shares of any class of stock of the Corporation ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Preferred Stock;

     (ii) declare or pay dividends on or make any other distributions on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Junior Preferred Stock, except dividends paid ratably on the Series A Junior Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;

     (iii) redeem or purchase or otherwise acquire for consideration shares of any stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Junior Preferred Stock, provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series A Junior Preferred Stock; or

     (iv) purchase or otherwise acquire for consideration any shares of Series A Junior Preferred Stock, or any shares of stock ranking on a parity with the Series A Junior Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.

          (b) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (a) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

          5. Reacquired Shares. Any shares of Series A Junior Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued as part of a new

5

series of Preferred Stock to be created by resolution or resolutions of the Board of Directors, subject to the conditions and restrictions on issuance set forth herein.

          6. Liquidation, Dissolution or Winding Up. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Preferred Stock shall have received $100.00 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the “Series A Liquidation Preference”). Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Junior Preferred Stock. unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the “Common Adjustment”) equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) 100 (as appropriately adjusted as set forth in paragraph (c) below to reflect such events as stock splits, stock dividends and recapitalizations with respect to the Common Stock) (such number in clause (ii) being hereinafter referred to as the “Adjustment Number”). Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Preferred Stock and Common Stock, respectively, holders of Series A Junior Preferred Stock and holders of shares of Common Stock shall receive their ratable and proportionate share of the remaining assets to be distributed, in the ratio of the Adjustment Number to I with respect to such Series A Junior Preferred Stock and Common Stock, on a per share basis, respectively.

          (b) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, which rank on a parity with the Series A Junior Preferred Stock, then such remaining assets shall be distributed ratably to the holders of all such shares in proportion to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock.

          (c) In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the Adjustment Number in effect immediately prior to such event shall be adjusted by multiplying such Adjustment Number by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

          7. Consolidation, Merger, Share Exchange, etc. In case the Corporation shall enter into any consolidation, merger, share exchange, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the shares of Series A Junior Preferred Stock shall at the same time be similarly exchanged or changed in an amount per share (subject to the provision for adjustment hereinafter set forth) equal to 100 times the aggregate amount of stock,

6

securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Junior Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

          8. No Redemption. The shares of Series A Junior Preferred Stock shall not be redeemable.

          9. Ranking. The Series A Junior Preferred Stock shall rank junior to all other series of the Corporation’s Preferred Stock as to the payment of dividends and the distribution of assets, unless the terms of any such series shall provide otherwise.

          10. Amendment. The Certificate of Incorporation of the Corporation shall not be amended in any manner which would materially alter or change the powers, preferences or special rights of the Series A Junior Preferred Stock so as to affect them adversely without the affirmative vote of the holders of two-thirds or more of the outstanding shares of Series A Junior Preferred Stock, voting together as a single voting group.

          11. Fractional Shares. Series A Junior Preferred Stock may be issued in fractions of a share which shall entitle the holder, in proportion to such holders fractional shares, to exercise voting rights, receive dividends, participate in distributions and to have the benefit of all other rights of holders of Series A Junior Participating Preferred Stock.

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     IN WITNESS WHEREOF, Belden Inc. has caused this Certificate to be made under the seal of the Corporation and signed by Kevin L. Bloomfield, Vice President, Secretary and General Counsel, and attested by Christopher E. Allen, Assistant Secretary and Assistant General Counsel, this 21st day of July, 1995.

BELDEN INC.
By:	/s/ Kevin L. Bloomfield
	Name:	Kevin L. Bloomfield
	Title:	Vice President, Secretary and General Counsel

[SEAL] Attest:
/s/ Christopher E. Allen
Name:	Christopher E. Allen
Title:	Assistant Secretary and Assistant General Counsel

STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 09:00 AM 05/24/2000 001265545 — 2344337

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE
AND OF REGISTERED AGENT

It is hereby certified that:

          1. The name of the corporation (herein after called the “corporation”) is Belden Inc.

          2. The registered office of the corporation within the State of Delaware is hereby changed to 1013 Centre Road, City of Wilmington 19805, County of New Castle.

          3. The registered agent of the corporation within the State of Delaware is hereby changed to Corporation Service Company, the business office of which is identical with the registered office of the corporation as hereby changed.

          4. The corporation has authorized the changes herein before set forth by resolution of its Board of Directors.

/s/ Kevin L. Bloomfield  

Kevin L. Bloomfield, Secretary 

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
DELIVERED 02:46 PM 07/15/2004
FILED 02:46 PM 07/15/2004
SRV 040520310 — 2344337 FILE

CERTIFICATE OF MERGER
OF
BC MERGER CORP.
INTO
BELDEN INC.

Pursuant to Section 251 of the General
Corporation Law of the State of Delaware

          Belden Inc., a Delaware corporation, does hereby certify:

          FIRST: The names and states of incorporation of the constituent corporations to this merger are as follows:

Name	State of Incorporation
Belden Inc.	Delaware
BC Merger Corp.	Delaware

          SECOND: An Agreement and Plan of Merger among each of the constituent corporations has been approved, adopted, certified, executed end acknowledged by each of the constituent corporations in accordance with Section 251 of the General Corporation Law of the State of Delaware.

          THIRD: The name of the surviving corporation in the merger is Belden Inc.

          FOURTH: The Certificate of Incorporation of the Surviving Corporation shall be amended to read in its entirety as set forth in Exhibit A attached hereto.

          FIFTH: The executed Agreement and Plan of Merger is on file at an office of Surviving Corporation, 7701 Forsyth Boulevard, Suite 800, St. Louis, Missouri 63105. A copy of the Merger Agreement will be provided, upon request and without cost, to any stockholder of either constituent corporation.

          SIXTH: This Certificate of Merger shall be effective as of 4:02 p.m. (Eastern Daylight Saving Time) on July 15, 2004.

          IN WITNESS WHEREOF, Belden Inc. has caused this Certificate of Merger to be executed in its corporate name this 15th day of July, 2004.

BELDEN INC.
BY:	/s/ Kevin L. Bloomfield
	Name:	Kevin L. Bloomfield
	Title:	Secretary

2

Exhibit A

CERTIFICATE OF INCORPORATION
OF
BELDEN INC.

          FIRST: The name of the Corporation is Belden Inc. (the “Corporation”).

          SECOND: The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, The name of its registered agent at that address is The Corporation Trust Company.

          THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which a corporation my be organized under the general Corporation Law of the State of Delaware as set forth in Title 8 of the Delaware Code (the “GCL”).

          FOURTH: The total number of shares of stock which the Corporation shell have authority to issue is 100 shares of Common Stock, each having a par value of one penny ($.01).

          FIFTH: The following provisions are inserted for the management of the business and the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of the directors and stockholders:

     (1) The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

     (2) The directors shall have concurrent power with the stockholders to make, alter, amend, change, add to or repeal the By-Laws of the Corporation.

     (3) The number of directors of the Corporation shall be as from time to time fixed by, or in the manner provided in, the By-Laws of the Corporation. Election of directors need not be by written ballot unless the By-Laws so provide.

     (4) No director shall be personally liable to the corporation or any of its stockholder for monetary damages for breach of fiduciary duty an a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the GCL or (iv) for any transaction from which the director derived an improper personal benefit. Any repeal or modification of this Article SIXTH by the stockholders of the corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification.

     (5) In addition to the powers and authority hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may he exercised or done by the Corporation,

subject, nevertheless, to the provisions of the GCL, this Certificate of Incorporation, and any By-Laws adapted by the stockholders provided, however, that no By-Laws hereafter adopted by the stockholders shall invalidate any prior act of the directors which would have been valid if such By-Laws had not been adopted.

          SIXTH: Meetings of stockholders may be held within or without the State of Delaware, as the By-Laws may provide, The books of the Corporation may be kept (subject to any provision contained in the GCL) outside the State of Delaware at such place or places me may be designated from time to time by the Board of Directors or in the By-Laws of the Corporation.

          SEVENTH: The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

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STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

DELIVERED 11:58 AM 12/31/2004

FILED 11:58 AM 12/31/2004

SRV 040957158 - 2344337 FILE

CERTIFICATE OF OWNERSHIP AND MERGER
OF
BELDEN INC.

Pursuant to Section 253 of the General
Corporation Law of the State of Delaware

          BELDEN NC., a Delaware corporation (“Belden”), hereby certifies as follows:

1.	Belden owns all of the outstanding shares of stock of Belden Communications Company, a Delaware corporation (“BCC”).
2.	On December 28, 2004, the Board of Directors of Belden adopted, by unanimous written consent, resolutions to merge BCC into Belden. Such consent is attached hereto as Exhibit A.
3.	The name of the surviving corporation is Belden Inc.

          IN WITNESS WHEREOF, Belden Inc. has caused this Certificate of Ownership and Merger to be executed in its corporate name this 28th day of December, 2004.

BELDEN INC.
BY:	/s/ Kevin L. Bloomfield
	Name:	Kevin L. Bloomfield
	Title:	Secretary

Exhibit A

BELDEN INC.

CONSENT OF BOARD OF DIRECTORS
TO MERGE
BELDEN COMMUNICATIONS COMPANY
INTO BELDEN INC.

     The undersigned, being all the members of the Board of Directors of Belden Inc. (“Belden”), a Delaware corporation, consent in writing to the following action without the formality of a meeting in accordance with the authority contained in Section 141 of the General Corporation Law of Delaware (“Section 141”) and waive, in accordance with Section 141, any notice required to be given in connection with this Consent.

     Belden through its Board of Directors has adopted the following resolutions:

     WHEREAS, Belden is the legal and beneficial owner of 50 shares of Class A Common Stock, S.01 par value per share of Belden Communications Company (“BCC Stock”), a Delaware corporation (“BCC”); and

     WHEREAS, the BCC Stock is the only issued and outstanding class of stock of BCC; and

     WHEREAS, Belden desires that BCC merge itself into Belden in accordance with the provisions of Section 253 of the Delaware General Corporation Law, and the Board of Directors of the Company believe it would be in the best interest of Belden for BCC to do so;

     NOW, THEREFORE, BE IT RESOLVED, that effective upon the filing with the Secretary of State of Delaware of an appropriate certificate of ownership and merger embodying the resolutions of the Board of Directors of BCC approving the merger (but subject to the approval of Belden CDT Inc., the sole stockholder of Belden), Belden authorizes such merger and shall have BCC merge itself into Belden, which will assume all of the obligations of BCC; and

     RESOLVED, that the tams and conditions of the merger are as follows: Upon the proposed merger becoming effective, each of the outstanding 50 shares of Class A Common Stock of BCC issued to Belden prior to the merger shall be cancelled; and

     RESOLVED, that upon receiving the written consent of Belden CDT Inc., the proposed merger shall be approved; and

     RESOLVED, that Belden, as the surviving corporation in the merger, shall notify Belden CDT Inc., within ten days after the effective date of the merger; and

     RESOLVED, that any officer of Belden is authorized to execute and deliver any document and to do all other acts which may be necessary or appropriate to effect the merger, to be filed with the Secretary of State and to do all acts and things whatsoever, whether in or

Belden Inc.
Consent of the Board of Directors
Page 1 of 2

outside the State of Delaware, which may be in any way necessary or appropriate to effect said merger.

     FIFTH: That the merger has been approved by Belden CDT., the sole holder of all of the outstanding stock of Belden entitled to vote thereof by written consent without a meeting in accordance with Section 228 of the Delaware General Corporation Law.

/s/ C. Baker Cunningham  

C. Baker Cunningham 

/s/ Kevin L. Bloomfield  

Kevin L. Bloomfield 

/s/ Richard K. Reece  

Richard K. Reece 

2 Belden Inc.
Consent of the Board of Directors
Page 2 of 2

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

DELIVERED 01:45 PM 01/14/2005

FILED 01:45 PM 01/14/2005

SRV050034858 — 2344337 FILE

CORRECTED
CERTIFICATE OF OWNERSHIP AND MERGER
OF
BELDEN INC.

Pursuant to Section 103(f) and 253 of the General
Corporation Law of the State of Delaware

          BELDEN INC., a Delaware corporation (“Belden”), hereby certifies that on December 31, 2004, Belden Inc. filed a Certificate of Ownership and Merger which attached as Exhibit A Resolutions of Belden Inc. which contained an inaccurate record of the corporate action referred to therein. Accordingly, the Certificate of Ownership and Merger is hereby corrected as set forth herein and the accompanying Exhibit A is hereby corrected as attached hereto.

1.	Belden owns all of the outstanding shares of stock of Belden Communications Company, a Delaware corporation (“BCC”).
2.	On December 28, 2004, the Board of Directors of Belden adopted, by unanimous written consent, resolutions to merge BCC into Belden. Such consent is attached hereto as Exhibit A.
3.	The name of the surviving corporation is Belden Inc.

          IN WITNESS WHEREOF, Belden Inc. has caused this Corrected Certificate of Ownership and Merger to be executed in its corporate name this 14th day of January, 2005.

BELDEN INC.
BY:	/s/ Kevin L. Bloomfield
	Name:	Kevin L. Bloomfield
	Title:	Vice President

Exhibit A

BELDEN INC.
CONSENT OF BOARD OF DIRECTORS
TO MERGE
BELDEN COMMUNICATIONS COMPANY
INTO BELDEN INC.

     The undersigned, being all the members of the Board of Directors of Belden Inc. (“Belden”), a Delaware corporation, consent in writing to the following action without the formality of a meeting in accordance with the authority contained in Section 141 of the General Corporation Law of Delaware (“Section 141”) and waive, in accordance with Section 141, any notice required to be given in connection with this Consent.

     Belden through its Board of Directors has adopted the following resolutions:

     WHEREAS, Belden is the legal and beneficial owner of 50 shares of Class A Common Stock, $.01 par value per share of Belden Communications Company (“BCC Stock”), a Delaware corporation (“BCC”); and

     WHEREAS, the BCC Stock is the only issued and outstanding class of stock of BCC; and

     WHEREAS, Belden desires that BCC merge itself into Belden in accordance with the provisions of Section 253 of the Delaware General Corporation Law, and the Board of Directors of Belden believe it would be in the best interest of Belden for BCC to do so;

     NOW, THEREFORE, BE IT RESOLVED, that effective upon the filing with the Secretary of State of Delaware of an appropriate certificate of ownership and merger embodying these resolutions (but subject to the approval of Belden CDT Inc., the sole stockholder of Belden), Belden authorizes such merger and shall have BCC merge itself into Belden, which will assume all of the obligations of BCC; and

     RESOLVED, that the terms and conditions of the merger are as follows: Upon the proposed merger becoming effective, each of the outstanding 50 shares of Class A Common Stock of BCC issued to Belden prior to the merger shall be cancelled; and

     RESOLVED, that upon receiving the written consent of Belden CDT Inc., the proposed merger shall be approved; and

     RESOLVED, that Belden, as the surviving corporation in the merger, shall notify Belden CDT Inc., within ten days after the effective date of the merger; and

     RESOLVED, that any officer of Belden be and each is authorized to make and execute a certificate of ownership and merger setting forth a copy of these resolutions providing for the merger of BCC into Belden, and the date of adoption hereof, and to cause such document to be

Belden Inc.
Consent of the Board of Directors
Page 1 of 2

filed with the Secretary of State and to do all acts and things whatsoever, whether in or outside the State of Delaware, which may be in any way necessary or appropriate to effect said merger.

Belden Inc.
Consent of the Board of Directors
Page 2 of 2

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

DELIVERED 05:34 PM 05/09/2007

FILED: 05:10 PM 05/09/2007

SRV 070543490 — 2344337 FILE

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION OF BELDEN INC.

It is hereby certified that:

          1. The name of the corporation (hereinafter called the “corporation”) is Belden Inc.

          2. The certificate of incorporation of the corporation is hereby amended by deleting Section 1.01 thereof in its entirety and inserting the following in lieu thereof:

“Section 1.01 Name. The name of the corporation is Belden 1993 Inc. (the ‘Corporation’)”

          3. The amendment of the certificate of incorporation herein certified has been duly adopted and written consent has been given in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.

Signed on May 9, 2007.

BY:	/s/ Kevin L. Bloomfield
	Name:	Kevin L. Bloomfield
	Title:	Secretary

EX-3.5

Exhibit 3.5

BY-LAWS

OF

BC MERGER CORP.,
A Delaware Corporation

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office of the corporation in the State of Delaware shall be located at 2711 Centerville Road, Suite 400, in the City of Wilmington. The name of the corporation’s registered agent at such address shall be Corporation Service Company. The registered office and/or registered agent of the corporation may be changed from time to time by action of the board of directors.

Section 2. Other Offices. The corporation may also have offices at such other places, both within and without the State of Delaware, as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Place and Time of Meetings. An annual meeting of the stockholders shall be held each year for the purpose of electing directors and conducting such other proper business as may come before the meeting. The date, time and place of the annual meeting may be determined by resolution of the board of directors or as set by the president of the corporation.

Section 2. Special Meetings. Special meetings of stockholders may be called for any purpose (including, without limitation, the filling of board vacancies and newly created directorships), and may be held at such time and place, within or without the State of Delaware, as shall be stated in a notice of meeting or in a duly executed waiver of notice thereof. Such meetings may be called at any time by two or more members of the board of directors or the president and shall be called by the president upon the written request of holders of shares entitled to cast not less than fifty percent (50%) of the outstanding shares of the corporation’s voting common stock.

Section 3. Place of Meetings. The board of directors may designate any place, either within or without the State of Delaware, as the place of meeting for any annual meeting or for any special meeting called by the board of directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal executive office of the corporation.

Section 4. Notice. Whenever stockholders are required or permitted to take action at a meeting, written or printed notice stating the place, date, time, and, in the case of special meetings, the purpose or purposes, of such meeting, shall be given to each stockholder entitled to vote at such meeting not less than 10 nor more than 60 days before the date of the meeting. All such notices shall be delivered, either personally or by mail, by or at the direction of the board of directors,

the president or the secretary, and if mailed, such notice shall be deemed to be delivered when deposited in the United States mail, postage prepaid, addressed to the stockholder at his, her or its address as the same appears on the records of the corporation. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.

Section 5. Stockholders List. The officer having charge of the stock ledger of the corporation shall make, at least 10 days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at such meeting arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least 10 days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 6. Quorum. Except as otherwise provided by applicable law or by the corporation’s certificate of incorporation, a majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of stockholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time in accordance with Section 7 of this Article, until a quorum shall be present or represented.

Section 7. Adjourned Meetings. When a meeting is adjourned to another time and place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 8. Vote Required. When a quorum is present, the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless the question is one upon which by express provisions of an applicable law or of the corporation’s certificate of incorporation a different vote is required, in which case such express provision shall govern and control the decision of such question. Where a separate vote by class is required, the affirmative vote of the majority of shares of such class present in person or represented by proxy at the meeting shall be the act of such class.

Section 9. Voting Rights. Except as otherwise provided by the General Corporation Law of the State of Delaware or by the corporation’s certificate of incorporation and subject to Section 12 below, every stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of common stock held by such stockholder.

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Section 10. Proxies. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him, her or it by proxy. Every proxy must be signed by the stockholder granting the proxy or by his, her or its attorney-in-fact. No proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally.

Section 11. Action by Written Consent. Unless otherwise provided in the corporation’s certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken and bearing the dates of signature of the stockholders who signed the consent or consents, shall be signed by the holders of outstanding stock having not less than a majority of the shares entitled to vote, or, if greater, not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the state of Delaware, or the corporation’s principal place of business, or an officer or agent of the corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested provided, however, that no consent or consents delivered by certified or registered mail shall be deemed delivered until such consent or consents are actually received at the registered office. All consents properly delivered in accordance with this section shall be deemed to be recorded when so delivered. No written consent shall be effective to take the corporate action referred to therein unless, within sixty days of the earliest dated consent delivered to the corporation as required by this section, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof.

Section 12. Fixing a Record Date for Stockholder Meetings. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no record date is fixed by the board of directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the close of business on the next day preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

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Section 13. Fixing a Record Date for Action by Written Consent. In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by statute, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the board of directors and prior action by the board of directors is required by statute, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

Section 14. Fixing a Record Date for Other Purposes. In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment or any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purposes of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

ARTICLE III

DIRECTORS

Section 1. General Powers. The business and affairs of the corporation shall be managed by or under the direction of the board of directors.

Section 2. Number, Election and Term of Office. The number of directors which shall constitute the board as of the effective date of these by-laws shall be three (3). Thereafter, the number of directors shall be established from time to time by resolution of the board. The directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote in the election of directors. The directors shall be elected in this manner at the annual meeting of the stockholders, except as provided in Section 4 of this Article III. Each director elected shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

Section 3. Removal and Resignation. Any director or the entire board of directors may be removed at any time, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. Whenever the holders of any class or series are entitled

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to elect one or more directors by the provisions of the corporation’s certificate of incorporation, the provisions of this section shall apply, in respect to the removal without cause or a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a whole. Any director may resign at any time upon written notice to the corporation.

Section 4. Vacancies. Except as otherwise provided by the corporation’s certificate of incorporation, vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority vote of the holders of the corporation’s outstanding stock entitled to vote thereon or by the remaining members of the board of directors then in office. Each director so chosen shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as herein provided.

Section 5. Annual Meetings. The annual meeting of each newly elected board of directors shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of stockholders.

Section 6. Other Meetings and Notice. Regular meetings, other than the annual meeting, of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by resolution of the board or at the written request of any director. Special meetings of the board of directors may be called by or at the request of the chairman or president on notice to each director, either personally, by telephone, by mail, by e-mail, or by telegraph with a sufficient time for the convenient assembly (including, without limitation, in accordance with Section 10 of this Article of the directors thereat; in like manner and on like notice the president must call a special meeting on the written request of at least a majority of the directors.

Section 7. Quorum, Required Vote and Adjournment. A majority of the total number of directors shall constitute a quorum for the transaction of business. The vote of a majority of directors present at a meeting at which a quorum is present shall be the act of the board of directors. If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 8. Committees. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation, which to the extent provided in such resolution or these by-laws shall have and may exercise the powers of the board of directors in the management and affairs of the corporation except as otherwise limited by law. The board of directors may designate one or mare directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

Section 9. Committee Rules. Each committee of the board of directors may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise be

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provided by a resolution of the board of directors designating such committee. Unless otherwise provided in such a resolution, the presence of at least a majority of the members of the committee shall be necessary to constitute a quorum. In the event that a member and that member’s alternate, if alternates are designated by the board of directors as provided in Section 8 of this Article III, of such committee is or are absent or disqualified, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in place of any such absent or disqualified member.

Section 10. Communications Equipment. Members of the board of directors or any committee thereof may participate in and act at any meeting of such board or committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in the meeting pursuant to this section shall constitute presence in person at the meeting.

Section 11. Waiver of Notice and Presumption of Assent. Any member of the board of directors or any committee thereof who is present at a meeting shall be conclusively presumed to have waived notice of such meeting except when such member attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Such member shall be conclusively presumed to have assented to any action taken unless his or her dissent shall be entered in the minutes of the meeting or unless his or her written dissent to such action shall be filed with the person acting as the secretary of the meeting before the adjournment thereof or shall be forwarded by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to any member who voted in favor of such action.

Section 12. Action by Written Consent. Unless otherwise restricted by the corporation’s certificate of incorporation, any action required or permitted to be taken at any meeting of the board of directors, or of any committee thereof, may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

ARTICLE IV

OFFICERS

Section 1. Number. The officers of the corporation shall be elected by the board of directors and shall consist of a chairman, if any is elected, a president, one or more vice presidents, a secretary, a chief financial officer and such other officers and assistant officers as may be deemed necessary or desirable by the board of directors. Any number of offices may be held by the same person, except that no person may simultaneously hold the office of president and secretary. In its discretion, the board of directors may choose not to fill any office for any period as it may deem advisable.

Section 2. Election and Term of Office. The officers of the corporation shall be elected annually by the board of directors at its first meeting held after each annual meeting of stockholders or as soon thereafter as conveniently may be. The president shall appoint other officers to serve for

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such terms as be or she deems desirable. Vacancies may be filled or new offices created and filled at any meeting of the board of directors. Each officer shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

Section 3. Removal. Any officer or agent elected by the board of directors may be removed by the board of directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4. Vacancies. Any vacancy occurring in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the board of directors for the unexpired portion of the term by the board of directors then in office.

Section 5. Compensation. Compensation of all officers shall be fixed by the board of directors, and no officer shall be prevented from receiving such compensation by virtue of his or her also being a director of the corporation.

Section 6. The Chairman of the Board. The Chairman of the Board, if one shall have been elected, shall be a member of the board, an officer of the corporation, and, if present, shall preside at each meeting of the board of directors or shareholders. The Chairman of the Board shall, in the absence or disability of the president, act with all of the powers and be subject to all the restrictions of the president. He shall advise the president, and in the president’s absence, other officers of the corporation, and shall perform such other duties as may from time to time be assigned to him by the board of directors.

Section 7. The President. The president shall be the chief executive officer of the corporation. In the absence of the Chairman of the Board or if a Chairman of the Board shall have not been elected, the president shall preside at all meetings of the stockholders and board of directors at which he or she is present; subject to the powers of the board of directors, shall have general charge of the business, affairs and property of the corporation, and control over its officers, agents and employees; and shall see that all orders and resolutions of the board of directors arc carried into effect. The president shall have such other powers and perform such other duties as may be prescribed by the board of directors or as may be provided in these bylaws.

Section 8. Vice presidents. The vice president, if any, or if there shall be more than one, the vice presidents in the order determined, by the board of directors shall, in the absence or disability of the president, act with all of the powers and be subject to all the restrictions of the president. The vice presidents shall also perform such other duties and have such other powers as the board of directors, the president or these by-laws may, from time to time, prescribe.

Section 9. The Secretary and Assistant Secretaries. The secretary shall attend all meetings of the board of directors, all meetings of the committees thereof and all meetings of the stockholders and record all the proceedings of the meetings in a book or books to be kept for that purpose. Under the president’s supervision, the secretary shall give, or cause to be given, all notices required to be given by these by-laws or by law; shall have such powers and perform such duties as the board of directors, the president or these by-laws may, from time to time, prescribe; and

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shall have custody of the corporate seal of the corporation. The secretary, or an assistant secretary, shall have authority to affix the corporate seal to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his or her signature. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors, the president, or secretary may, from time to time, prescribe.

Section 10. The Chief Financial Officer and Assistant Treasurer. The chief financial officer shall have the custody of the corporate funds and securities; shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation; shall deposit all monies and other valuable effects in the name and to the credit of the corporation as may be ordered by the board of directors; shall cause the funds of the corporation to be disbursed when such disbursements have been duly authorized, taking proper vouchers for such disbursements; and shall render to the president and the board of directors, at its regular meeting or when the board of directors so requires, an account of the corporation; shall have such powers and perform such duties as the board of directors, the president or these by-laws may, from time to time, prescribe. If required by the board of directors, the chief financial officer shall give the corporation a bond (which shall be rendered every six years) in such sums and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of the office of treasurer and for the restoration to the corporation, in case of death, resignation, retirement, or removal from office, of all books, papers, vouchers, money, and other property of whatever kind in the possession or under the control of the treasurer belonging to the corporation. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall in the absence or disability of the chief financial officer, perform the duties and exercise the powers of the chief financial officer. The assistant treasurers shall perform such other duties and have such other powers as the board of directors, the president or chief financial officer may, from time to time, prescribe.

Section 11. Other Officers, Assistant Officers and Agents. Officers, assistant officers.. and agents, if any, other than those whose duties are provided for in these by-laws, shall have such authority and perform such duties as may front time to time be prescribed by resolution of the board of directors.

Section 12. Absence or Disability of Officers. In the case of the absence or disability of any officer of the corporation and of any person hereby authorized to act in such officer’s place during such officer’s absence or disability, the board of directors may by resolution delegate the powers and duties of such officer to any other officer or to any director, or to any other person whom it may select.

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ARTICLE V

INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS

Section 1. Nature of Indemnity. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a ''proceeding”), by reason of the fact that he or a person of whom he is the legal representative, is or was a director or officer, of the corporation or is or was serving at the request of the corporation as a director, officer, employee, fiduciary, or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee, fiduciary, or agent or in any other capacity while serving as a director, officer, employee, fiduciary or agent, shall be indemnified and held harmless by the corporation to the fullest extent which it is empowered to do so by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said law permitted the corporation to provide prior to such amendment) against all expense, liability and loss (including attorneys’ fees actually and reasonably incurred by such person in connection with such proceeding and such indemnification shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in Section 2 hereof, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding initiated by such person only if such proceeding was authorized by the board of directors of the corporation. The right to indemnification conferred in this Article V shall be a contract right and, subject to Sections 2 and 5 hereof, shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition. The corporation may, by action of its board of directors, provide indemnification to employees and agents of the corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Section 2. Procedure for Indemnification of Directors and Officers. Any indemnification of a director or officer of the corporation under Section 1 of this Article V or advance of expenses under Section 5 of this Article V shall be made promptly, and in any event within 30 days, upon the written request of the director or officer. If a determination by the corporation that the director or officer is entitled to indemnification pursuant to this Article V is required, and the corporation fails to respond within sixty days to a written request for indemnity, the corporation shall be deemed to have approved the request. If the corporation denies a written request for indemnification or advancing of expenses, in whole or in part, or if payment in full pursuant to such request is not made within 30 days, the right to indemnification or advances as granted by this Article V shall be enforceable by the director or officer in any court of competent jurisdiction. Such person’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to the corporation) that the claimant has not met the standards of conduct which make it permissible under the General Corporation Law of the State of Delaware for the corporation to indemnify the claimant for the amount claimed, but the burden of such defense

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shall be on the corporation. Neither the failure of the corporation (including its board of directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the corporation (including its board of directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 3. Nonexclusivity of Article V. The rights to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article V shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the corporation’s certificate of incorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise.

Section 4. Insurance. The corporation may purchase and maintain insurance on its own behalf and on behalf of any person who is or was a director, officer, employee, fiduciary, or agent of the corporation or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, whether or not the corporation would have the power to indemnify such person against such liability under this Article V.

Section 5. Expenses. Expenses incurred by any person described in Section 1 of this Article V in defending a proceeding shall be paid by the corporation in advance of such proceeding’s final disposition unless otherwise determined by the board of directors in the specific case upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation. Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the board of directors deems appropriate.

Section 6. Employees and Agents. Persons who are not covered by the foregoing provisions of this Article V and who are or were employees or agents of the corporation, or who are or were serving at the request of the corporation as employees or agents of another corporation, partnership, joint venture, trust or other enterprise, may be indemnified to the extent authorized at any time or from time to time by the board of directors.

Section 7. Contract Rights. The provisions of this Article V shall be deemed to be a contract right between the corporation and each director or officer who serves in any such capacity at any time while this Article V and the relevant provisions of the General Corporation Law of the State of Delaware or other applicable law are in effect, and any repeal or modification of this Article V or any such law shall not affect any rights or obligations then existing with respect to any state of facts or proceeding then existing.

Section 8. Merger or Consolidation. For purposes of this Article V, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its

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separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article V with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued.

ARTICLE VI

CERTIFICATES OF STOCK

Section I. Form. Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by the chairman of the board, the president or a vice-president and the secretary or an assistant secretary of the corporation, certifying the number of shares owned by such holder in the corporation. If such a certificate is countersigned (1) by a transfer agent or an assistant transfer agent other than the corporation or its employee or (2) by a registrar, other than the corporation or its employee, the signature of any such chairman of the board, president, vice-president, secretary, or assistant secretary may be facsimiles. In case any officer or officers who have signed, or whose facsimile signature or signatures have been used on, any such certificate or certificates shall cease to be such officer or officers of the corporation whether because of death, resignation or otherwise before such certificate or certificates have been delivered by the corporation, such certificate or certificates may nevertheless be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer or officers of the corporation. All certificates for shares shall be consecutively numbered or otherwise identified. The name of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the books of the corporation. Shares of stock of the corporation shall only be transferred on the books of the corporation by the holder of record thereof or by such holder’s attorney duly authorized in writing, upon surrender to the corporation of the certificate or certificates for such shares endorsed by the appropriate person or persons, with such evidence of the authenticity of such endorsement, transfer, authorization, and other matters as the corporation may reasonably require, and accompanied by all necessary stock transfer stamps. In that event, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate or certificates, and record the transaction on its books. The board of directors may appoint a bank or trust company organized under the laws of the United States or any state thereof to act as its transfer agent or registrar, or both in connection with the transfer of any class or series of securities of the corporation.

Section 2. Lost Certificates. The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates previously issued by the corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate or certificates, or his or her legal representative, to give the corporation a bond sufficient to

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indemnify the corporation against any claim that may be made against the corporation on account of the loss, theft or destruction of any such certificate or the issuance of such new certificate.

Section 3. Subscriptions for Stock. Unless otherwise provided for in the subscription agreement, subscriptions for shares shall be paid in full at such time, or in such installments and at such times, as shall be determined by the board of directors. Any call made by the board of directors for payment on subscriptions shall be uniform as to all shares of the same class or as to all shares of the same series. In case of default in the payment of any installment or call when such payment is due, the corporation may proceed to collect the amount due in the same manner as any debt due the corporation.

ARTICLE VII

GENERAL PROVISIONS

Section 1. Dividends. Dividends upon the capital stock of the corporation, subject to the provisions of the corporation’s certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the corporation’s certificate of incorporation. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or any other purpose and the directors may modify or abolish any such reserve in the manner in which it was created.

Section 2. Checks, Drafts or Orders. All checks, drafts, or other orders for the payment of money by or to the corporation and all notes and other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation, and in such manner, as shall be determined by resolution of the board of directors or a duly authorized committee thereof.

Section 3. Contracts. The board of directors may authorize any officer or officers, or any agent or agents, of the corporation to enter into any contract or to execute and deliver arty instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 4. Loans. The corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiary, including any officer or employee who is a director of the corporation or its subsidiary, whenever, in the judgment of the directors, such loan, guaranty or assistance may reasonably be expected to benefit the corporation. The loan, guaranty or other assistance may be with or without interest, and may be unsecured, or secured in such manner as the board of directors shall approve, including, without limitation, a pledge of shares of stock of the corporation. Nothing in this section contained shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or under any statute.

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Section 5. Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

Section 6. Corporate Seal. The board of directors may provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the corporation and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 7. Voting Securities Owned By Corporation. Voting securities in any other corporation held by the corporation shall be voted by the chairman or president, unless the board of directors confers other authority to vote with respect thereto, which authority may be general or confined to specific instances, upon some other person or officer. Any person authorized to vote securities shall have the power to appoint proxies, with general power of substitution.

Section 8. Inspection of Books and Records. Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the corporation’s stock ledger, a list of its stockholders, and its other books and records, and to make copies or extracts therefrom. A proper purpose shall mean any purpose reasonably related to such person’s interest as a stockholder. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the corporation at its registered office in the State of Delaware or at its principal place of business.

Section 9. Section Headings. Section headings in these by-laws are for convenience of reference only and shall not be given any substantive effect in limiting or otherwise construing any provision herein.

Section 10. Inconsistent Provisions. In the event that any provision of these by-laws is or becomes inconsistent with any provision of the corporation’s certificate of incorporation, the General Corporation Law of the State of Delaware or any other applicable law, the provision of these by-laws shall not be given any effect to the extent of such inconsistency but shall otherwise be given full force and effect.

ARTICLE VIII

AMENDMENTS

These by-laws may be amended, altered, or repealed and new by-laws adopted at any meeting of the board of directors by a majority vote. The fact that the power to adopt, amend, alter, or repeal the by-laws has been conferred upon the board of directors shall not divest the stockholders of the same powers.

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EX-3.6

Exhibit 3.6

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 04:30 PM 03/06/1995
950049808 — 2486198

CERTIFICATE OF INCORPORATION

OF

BELDEN HOLDINGS, INC.

          1. The name of the corporation is BELDEN HOLDINGS, INC.

          2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

          3. The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

          4. The total number of shares of stock which the corporation shall have authority to issue is ten thousand (10,000) and the par value of each of such shares is One Cent ($.01) amounting in the aggregate to One Hundred Dollars ($100.00).

          5A. The name and mailing address of each incorporator is as follows:

NAME	MAILING ADDRESS
M. A. Brzoska	Corporation Trust Center
	1209 Orange Street
	Wilmington, Delaware 19801
K. A. Widdoes	Corporation Trust Center
	1209 Orange Street
	Wilmington, Delaware 19801
L. J. Vitalo	Corporation Trust Center
	1209 Orange Street
	Wilmington, Delaware 19801

          5B. The name and mailing address of each person, who is to serve as a director until the first annual meeting of the stockholders or until a successor is elected and qualified, is as follows:

NAME	MAILING ADDRESS
Kevin Bloomfield	7701 Forsyth, Suite 800
	St, Louis, MO 63105

NAME	MAILING ADDRESS
Ricky K. Reece	7701 Forsyth, Suite 800
	St. Louis, MO 63105
C. Baker Cunningham	7701 Forsyth, Suite 800
	St. Louis, MO 63105

          6. The corporation is to have perpetual existence.

          7. In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized to make, alter or repeal the by-laws of the corporation.

          8. Elections of directors need not be by written ballot unless the by-laws of the corporation shall so provide.

          9. Meetings of stockholders may be held within or without the State of Delaware, as the by-laws may provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation.

          10. The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

          11. A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit. If the Delaware general Corporation Law hereafter is amended to authorize the further elimination or limitation on personal liability of directors, then the liability of a director of the Corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended Delaware Corporation Law.

          WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is our act and deed and the facts herein stated are true, and accordingly have hereunto set our hands this 6th day of March, 1995.

/s/ M. A. Brzoska

/s/ K. A. Widdoes

/s/ L. J. Vitalo

CERTIFICATE OP CHANGE OF LOCATION OF REGISTERED OFFICE

AND OF REGISTERED AGENT

It is hereby certified that:

          1. The name of the corporation (hereinafter called the “corporation”) Belden Holdings, Inc.

          2. The registered office of the corporation within the State of Delaware is hereby changed to 2711 Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle.

          3. The registered agent of the corporation within the State of Delaware is hereby changed to Corporation Service Company, the business office of which is identical with the registered office of the corporation as hereby changed.

          4. The corporation has authorized the changes hereinbefore act forth by resolution of its Board of Directors.

Signed on 1/2/01

/s/ Kevin Bloomfield Name: Kevin L. Bloomfield

Office: Secretary

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 01/02/2001
010004238 — 2486198

EX-3.7

Exhibit 3.7

BELDEN HOLDINGS, INC .

* * * * *

BY-LAWS

* * * * *

ARTICLE I

OFFICES

Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.

Section 2. The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. All meetings of the stockholders for the election of directors shall be held at such place either within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose maybe held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual meetings of stockholders shall be held at such date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.

Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the date of the meeting, to each stockholder entitled to vote at such meeting.

Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business maybe transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question.

Section 10. Unless otherwise provided in the certificate of incorporation each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period.

Section 11. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the

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corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III

DIRECTORS

Section 1. The number of directors which shall Constitute the whole board shall be not less than one nor more than five. The first board shall consist of three directors. Thereafter, within the limits above specified, the number of directors shall be determined by resolution of the board of directors or by the stockholders at the annual meeting. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders.

Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

Section 3. The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders.

MEETINGS OF THE BOARD OF DIRECTORS

Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 5. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.

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Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.

Section 7. Special meetings of the board may be called by the president on two days’ notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director.

Section 8. At all meetings of the board a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 9. Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

Section 10. Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

COMMITTEES OF DIRECTORS

Section 11. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member.

Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or

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authority in reference to amending the certificate of incorporation, (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the board of directors as provided in Section 151(a) fix any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the corporation) adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the by-laws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or to adopt a certificate of ownership and merger. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.

Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

COMPENSATION OF DIRECTORS

Section 13. Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

REMOVAL OF DIRECTORS

Section 14. Unless otherwise restricted by the certificate of incorporation or by law, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.

ARTICLE IV

NOTICES

Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.

Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these by-laws, a waiver thereof in writing, signed by the

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person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE V

OFFICERS

Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice-president, a secretary and a treasurer. The board of directors may also choose additional vice-presidents, and one or more assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these by-laws otherwise provide.

Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer.

Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

THE PRESIDENT

Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.

Section 7. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

THE VICE-PRESIDENTS

Section 8. In the absence of the president or in the event of his inability or refusal to act, the vice-president (or in the event there be more than one vice president, the vice-presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such

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other duties and have such other powers as the board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARY

Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as maybe prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it maybe attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.

Section 13. If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

Section 14. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

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ARTICLE VI

CERTIFICATES FOR SHARES

Section 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president, and by the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation.

Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to Sections 151, 156, 202(a) or 218(a) or a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Section 2. Any of or all the signatures on a certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

LOST CERTIFICATES

Section 3. The board of directors may direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates or uncertificated shares, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

TRANSFER OF STOCK

Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares such uncertificated shares shall be cancelled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the corporation.

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FIXING RECORD DATE

Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting: provided, however, that the board of directors may fix a new record date for the adjourned meeting.

REGISTERED STOCKHOLDERS

Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any . equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VII

GENERAL PROVISIONS

DIVIDENDS

Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation.

Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

ANNUAL STATEMENT

Section 3. The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation.

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CHECKS

Section 4. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

FISCAL YEAR

Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

Section 6. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE VIII

AMENDMENTS

Section 1. These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new by-laws be contained in the notice of such special meeting. If the power to adopt, amend or repeal by-laws is conferred upon the board of directors by the certificate of incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal by-laws.

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EX-3.8

Exhibit 3.8

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 04:30 PM 11/04/1999
991471477 — 3120320

CERTIFICATE OF INCORPORATION

OF

BELDEN TECHNOLOGIES, INC.

     1. The name of the corporation is BELDEN TECHNOLOGIES, INC.

     2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

     3. The nature of the business or purposes to be conducted or promoted is:

     To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

     4. The total number of shares of stock which the corporation shall have authority to issue is: Ten Thousand (10,000) and the par value of each of such shares is No Dollars and One Cents ($0.01) amounting in the aggregate to One Hundred Dollars and Zero Cents ($100).

     5. The name and mailing address of each incorporator is as follows:

NAME	MAILING ADDRESS
S. G. Butterworth	1209 Orange Street
	Wilmington, Delaware 19801
D. J. Murphy	1209 Orange Street
	Wilmington, Delaware 19801
L. J. Vitalo	1209 Orange Street
	Wilmington, Delaware 19801

     The name and mailing address of each person who is to serve as a director until the first annual meeting of the stockholders or until a successor is elected and qualified, is as follows:

NAME	MAILING ADDRESS
C. Baker Cunningham	7701 Forsyth, Suite 800
	Clayton, MO 63105
Paul M. Schlessman	7701 Forsyth, Suite 800
	Clayton, MO 63105
Kevin L. Bloomfield	7701 Forsyth, Suite 800
	Clayton, MO 63105

     6. The corporation is to have perpetual existence.

     7. In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized:

     To make, alter or repeal the by-laws of the corporation.

     8. Elections of directors need not be by written ballot unless the by-laws of the corporation shall so provide.

     Meetings of stockholders may be held within or without the State of Delaware, as the by-laws may provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation.

     9. The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereunder prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

     WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate, hereby declaring and certifying that this is our act and deed and the facts herein stated are true, and accordingly have hereunto set our hands this 4th day of November, 1999.

/s/ S.G. Butterworth  

S.G. Butterworth 

/s/ D.J. Murphy  

D.J. Murphy 

/s/ L.J. Vitalo  

L.J. Vitalo 

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STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 05/24/2000
001266569 — 3120320

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE
AND OF REGISTERED AGENT

It is hereby certified that:

     1. The name of the corporation (herein after called the “corporation”) is Belden Technologies, Inc.

     2. The registered office of the corporation within the State of Delaware is hereby changed to 1013 Centre Road, City of Wilmington 19805, County of New Castle.

     3. The registered agent of the corporation within the State of Delaware is hereby changed to Corporation Service Company, the business office of which is identical with the registered office of the corporation as hereby changed.

     4. The corporation has authorized the changes herein before set forth by resolution of its Board of Directors.

 /s/ Kevin L. Bloomfield

Kevin L. Bloomfield, Secretary

EX-3.9

Exhibit 3.9

BELDEN TECHNOLOGIES, INC.

BYLAWS

ARTICLE I

OFFICES

Section 1.1. Registered Office. The registered office of the corporation shall be at such place in the City of Wilmington, County of New Castle, State of Delaware as the board of directors shall from time to time designate.

Section 1.2. Other Offices. The corporation also may have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF SHAREHOLDERS

Section 2.1. Annual Meeting. The annual meeting of shareholders of the corporation shall be held on such date as the board of directors shall determine. The business to be transacted at the meeting shall be the election of directors and such other business as may be properly brought before the meeting.

Section 2.2. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the President and shall be called by the President or Secretary at the request in writing of a majority of the board of directors, or at the request in writing of shareholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote at such meeting. Such request shall state the purpose or purposes of the proposed meeting.

Section 2.3. Time and Place of Meetings. All meetings of the shareholders shall be held at the principal office of the corporation, or at such other place within or without the State of Delaware, and at such time as may be designated by the board of directors and as specified in the notice of meeting.

Section 2.4. Notice of Meetings. Written notice of each annual or special meeting of the shareholders, stating the time and place thereof, shall be given to each shareholder of record as of the applicable record date who is entitled to vote thereat, by mailing the same, postage prepaid, not less than ten (10) nor more than sixty (60) days before the date of the meeting, to his address as it appears on the records of the corporation. In the case of a special meeting, the notice shall also state the purpose thereof. Business transacted at any special meeting of the shareholders shall be limited to the purposes stated in the notice.

Section 2.5. Waiver of Notice. Notice of any shareholders’ meeting may be waived in writing by any shareholder either before or after such meeting, and the attendance of any shareholder at

any meeting without protesting, prior to or at the commencement of the meeting, shall be deemed to be a waiver by him of notice of such meeting.

Section 2.6. Quorum. Except as otherwise provided by statute or the certificate of incorporation, the holders of a majority of the shares issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business.

At any meeting, whether a quorum is present or not, the holders of a majority of the voting shares represented in person or by proxy may adjourn from time to time, without notice other than by announcement at the meeting. At any such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed at the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting.

Section 2.7. Voting. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or by proxy shall decide any question brought before such meeting, except that if the question is one upon which by statute or the certificate of incorporation a different vote is required, then in such case the terms of the statute or certificate of incorporation shall govern and control the decision of such question.

Section 2.8. Number of Votes of Each Shareholder. Unless otherwise provided in the certificate of incorporation, each shareholder shall at every meeting of the shareholders be entitled to one (1) vote in person or by proxy for each share of the capital stock having voting power held by such shareholder, but no proxy shall be voted on after three (3) years from its date, unless the proxy provides for a longer period.

Section 2.9. Shareholders’ Consent. Unless otherwise provided by the certificate of incorporation, any action required to be taken at any annual or special meeting of shareholders of the corporation, or any action which may be taken at any annual or special meeting of such shareholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those shareholders who have not consented in writing.

ARTICLE III

BOARD OF DIRECTORS

Section 3.1. Number of Directors. The number of directors which shall constitute the whole board of directors shall be not less than one (1) nor more than five (5). The actual number of directorships shall be determined by resolution of the board of directors or by the holders of the majority of shares entitled to vote thereon at any annual meeting. The directors shall be elected at the annual meeting of the shareholders, except as provided in Section 3.2 of this Article. Each

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director elected shall hold office until his successor is elected and qualified, except in the case of death, resignation or removal. Directors need not be shareholders.

Section 3.2. Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and qualified, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any shareholder or shareholders holding at least ten percent (10%) of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

Section 3.3. Removal. Unless otherwise restricted by the certificate of incorporation or by law, any one or more directors may be removed from office at any time, with or without cause, by affirmative vote of the holders of a majority of the corporation’s shares entitled to vote at an election of directors.

Section 3.4. Powers of the Board. The business of the corporation shall be managed by or under the direction of its board of directors, which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these bylaws directed or required to be exercised or done by the shareholders.

Section 3.5. Quorum. At all meetings of the board of directors a majority shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 3.6. Organization Meeting. The first meeting of each newly elected board of directors shall be held immediately after each annual meeting of shareholders for the purpose of electing officers and transacting other business. No notice of such meeting shall be necessary, provided a quorum shall be present. If for any reason such organization meeting is not held at such time, a special meeting for such purpose shall be held as soon thereafter as practicable.

Section 3.7. Regular Meetings. Regular meetings of the directors may be held without notice at such times and places within or without the State of Delaware as may be determined by the board.

Section 3.8. Special Meetings. Special meetings of the directors may be held at any time within or without the State of Delaware upon call by the President. Notice of such meeting shall

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be given to each director either by letter, telefax, telegram or in person not less than two (2) days prior to such meeting. Special meetings shall be called by the President or Secretary in like manner and on like notice on the written request of at least two (2) directors. Unless otherwise indicated in the notice thereof, any business may be transacted at any organization, regular or special meeting of the board of directors.

Section 3.9. Waiver of Notice. Notice of any directors’ meeting may be waived in writing by any director either before or after such meeting, and the attendance of any director at any meeting without protesting, prior to or at the commencement of the meeting, shall be deemed to be a waiver by him of notice of such meeting.

Section 3.10. Directors’ Consent. Unless otherwise restricted by the certificate of incorporation or by these bylaws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the board or committee.

Section 3.11. Telephonic Participation at Meetings. Unless otherwise restricted by the certificate of incorporation or by these bylaws, members of the board of directors, or any committee designated by the board of directors, flay participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

Section 3.12. Committees. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

In absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member.

Any such committee, to the extent provided in the resolutions of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the board of directors as provided in Section 151(a) of the Delaware General Corporation Law fix the designations and any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corporation or the conversion into, or the exchange of such shares for shares of any other class or classes or any other series of the same or any other class or classes of stock of the corporation or fix the number of shares of any series of stock or authorize the increase or decrease of the shares of any series),

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adopting an agreement of merger or consolidation, recommending. to the shareholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the shareholders a dissolution of the corporation or a revocation of a dissolution, or amending the bylaws of the corporation; and, unless the resolution, these bylaws or the certificate of incorporation expressly so provide, no such committee shall have the power of authority to declare a dividend or to authorize the issuance of stock or to adopt a certificate of ownership and merger.

Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required or requested.

Section 3.13. Compensation. The board of directors is authorized to fix a reasonable compensation for directors and to provide a fee and reimbursement of expenses for attendance at any meeting of the directors to be paid to each director who is not otherwise a salaried officer or employee of the corporation. Members of committees may be allowed like compensation for attending committee meetings.

ARTICLE IV

OFFICERS

Section 4.1. Officers Designated. The directors shall elect a President, Treasurer and a Secretary, and in their discretion a Chairman of the Board, one or more Vice Presidents, an Assistant Secretary, an Assistant Treasurer, and such other officers as the directors may see fit. Unless the certificate of incorporation or these bylaws otherwise provide, any two or more offices may be held simultaneously by the same person, but no officer shall execute, acknowledge, verify or countersign any instrument in more than one capacity.

Section 4.2. Tenure of Office. The officers of the corporation shall hold office until their successors are chosen and qualified, except In case of resignation, death o r removal. The directors may remove any officer at any time with or without cause by a majority vote of the directors in office at the time. A vacancy in any office, however created, may be filled by the directors.

Section 4.3. Chairman of the Board of Directors. The Chairman of the Board of Directors, if any, shall have such powers and duties as appertain to that office and as may be prescribed by the directors.

Section 4.4. President. The President shall have such powers and duties as appertain to that office and as may be prescribed by the directors.

Section 4.5. Vice Presidents. The Vice Presidents, if any, in the order designated by the directors, shall perform the duties of the President in case of the absence or disability of the latter, or when circumstances prevent the latter from acting, together with such other duties as the directors may prescribe. In case the President and such Vice Presidents are absent or unable to perform their duties, the directors way appoint a President pro tempore.

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Section 4.6. Secretary. The Secretary shall keep the minutes of all meetings of the shareholders and the directors. The Secretary shall keep such books as may be required by the directors, shall have charge of the seal, minute books and stock books of the corporation, and shall give all notices of meetings of the shareholders and of the directors, and shall have such other powers and duties as the directors may prescribe.

Section 4.7. Assistant Secretary. The Assistant Secretary, if any, shall perform the duties of the Secretary in case of the absence or disability of the latter, or when circumstances prevent the latter from acting, together with such other duties as the directors may prescribe.

Section 4.8. Treasurer. The Treasurer shall receive and have in his charge all money, bills, notes, bands, shares in other corporations and similar property belonging to the corporation, and shall do with the same as nay be ordered by the directors. The Treasurer shall formulate and administer credit and collect ion policies and procedures, and shall represent the corporation in its relations with banks and other financial institutions, subject to instructions from the directors, and shall have such other powers and duties as the directors nay prescribe.

Section 4.9. Assistant Treasurer. The Assistant Treasurer, if any, shall perform the duties of the Treasurer in case of the absence or disability of the latter, or when circumstances prevent the latter from acting, together with such other duties as the directors may prescribe.

Section 4.10. Other Officers. The other officers, if any, shall have such powers and duties as the directors may prescribe.

Section 4.11. Change in Power and Duties of Officers. Anything in this Article IV to the contrary notwithstanding, the board of directors may, from time to time, increase or reduce the powers and duties of the respective officers of the corporation whether or not the same are set forth in these bylaws and may permanently or temporarily delegate the duties of any officer to any other officer, agent or employee and may generally control the action of the officers and require performance of all duties imposed upon them.

Section 4.12. Compensation. The directors are authorized to determine or to provide the method of determining the compensation of officers.

Section 4.13. Bond. Any officer, if required by the board of directors, shall give bond for the faithful performance of his duties. Any surety on such bond shall be at the expense of the corporation.

Section 4.14. Signing Checks and Other Instruments. The directors are authorized to determine or provide the method of determining how checks, notes, bills of exchange and similar instruments shall be signed, countersigned or endorsed.

Section 4.15. Authority to Transfer and Vote Securities. The Chairman of the Board, if any, the President, the Secretary or the Treasurer of the corporation are each authorized to sign the name of the corporation and to perform all acts necessary to effect a transfer of any shares, bonds, or other evidences of indebtedness or obligations, subscription rights, warrants and other securities of another corporation owned by the corporation and to issue the necessary powers of attorney for the same; and each such officer is authorized on behalf of the corporation to vote such

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securities, to appoint proxies with respect thereto, and to execute consents, waivers and releases with respect thereto, or to cause any such action to be taken.

ARTICLE V

ISSUE AND TRANSFER OF STOCK

Section 5.1. Certificates. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by the Chairman of the Board, if any, or the President or a Vice President and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the corporation.

Section 5.2. Facsimile Signatures. Any of or all the signatures on a certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

Section 5.3. Lost Certificates. The board of directors may direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates or uncertificated shares, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it way direct as indemnity against any claim that nay be made against the corporation with respect to the certificate or certificates alleged to have been lost, stolen or destroyed.

Section 5.4. Transfer of Stock. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares such uncertificated shares shall be cancelled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the corporation.

Section 5.5. Fixing Record Date. In order that the corporation may determine the shareholders entitled to notice of or to vote at any meeting of shareholders o r any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect to any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix in advance, a record date, which, in the case of a shareholders’ meeting, shall not be more than sixty (60) nor less than fen (10) days before the date of such meeting, and, in the case of a consent, not more than ten (10) days after the date

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upon which the resolution fixing such record date was adopted, and, in the case of other actions, not more than sixty (60) days prior to such other action. A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

Section 5.6. Registered Shareholders. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claims to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VI

GENERAL PROVISIONS

Section 6.1. Dividends. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in. cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation.

Section 6.2. Fiscal Year. The fiscal year of the corporation shall be December 31.

Section 6.3. Seal. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Delaware. “ The seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.

ARTICLE VII

AMENDMENTS

Section 7.1. Amendment. These bylaws may be a1tered, changed, amended are superseded, in whole or in part, by the affirmative vote of the holders of record of shares entitling them to exercise a majority of the voting power of the corporation with respect thereto at an annual or special meeting called for such purpose or without a meeting by the written consent of the holders of record of shares entitling them to exercise two thirds (2/3) of the voting power with respect thereto.

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EX-3.10

Exhibit 3.10

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 04:00 PM 06/28/1993
723179140 — 2341956

CERTIFICATE OF INCORPORATION
OF
BELDEN WIRE & CABLE COMPANY

     The undersigned, desiring to form a corporation for profit under the Delaware General Corporation Law, states as follows:

     1. The name of the corporation is:

          Belden Wire & Cable Company

     2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of the registered agent at such address is The Corporation Trust Company.

     3. The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

     4. The total number of shares of stock which the corporation shall have authority to issue is 10,000 common shares with $0.01 par value.

     5. In furtherance and not in limitation of the powers conferred by statute, the board of directors is authorized to make, alter or repeal the bylaws of the corporation.

     6. Election of directors need not be by written ballot.

     7. The name and mailing address of the incorporator is:

Tom Elkin

811 Dallas Avenue

Houston, Texas 77002

     8. The name and mailing address of the persons who shall serve as directors of the corporation or until the first annual meeting of stockholders or until their successors are elected and qualify are:

NAME	MAILING ADDRESS
Diane K. Schumacher	1001 Fannin Street, Suite 4000
	Houston, Texas 77002
James A. Chokey	1001 Fannin Street, Suite 4000
	Houston, Texas 77002
David A. White, Jr.	1001 Fannin Street, Suite 4000
	Houston, Texas 77002

     I ,being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of Delaware, do make this certification, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 25th day of June, 1993.

/s/ Tom Elkin

Tom Elkin, Incorporator

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STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 05/24/2000
001265557 — 2341956

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE
AND OF REGISTERED AGENT

It is hereby certified that:

     1. The name of the corporation (herein after called the “corporation”) is Belden Wire & Cable Company.

     2. The registered office of the corporation within the State of Delaware is hereby changed to 1013 Centre Road, City of Wilmington 19805, County of New Castle.

     3. The registered agent of the corporation within the State of Delaware is hereby changed to Corporation Service Company, the business office of which is identical with the registered office of the corporation as hereby changed.

     4. The corporation has authorized the changes herein before set forth by resolution of its Board of Directors.

/s/ Kevin Bloomfield

Kevin L. Bloomfield, Secretary

EX-3.11

Exhibit 3.11

BELDEN WIRE & CABLE COMPANY

BYLAWS

ARTICLE I

OFFICES

Section 1.1. Registered Office. The registered office of the corporation shall be at such place in the City of Wilmington, County of New Castle, State of Delaware as the board of directors shall from time to time designate.

Section 1.2. Other Offices. The corporation also may have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF SHAREHOLDERS

Section 2.1. Annual Meeting. The annual meeting of shareholders of the corporation shall be held on such date as the board of directors shall determine. The business to be transacted at the meeting shall be the election of directors and such other business as may be properly brought before the meeting.

Section 2.2. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the President and shall be called by the President or Secretary at the request in writing of a majority of the board of directors, or at the request in writing of shareholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote at such meeting. Such request shall state the purpose or purposes of the proposed meeting.

Section 2.3. Time and Place of Meetings. All meetings of the shareholders shall be held at the principal office of the corporation, or at such other place within or without the State of Delaware, and at such time as may be designated by the board of directors and as specified in the notice of meeting.

Section 2.4. Notice of Meetings. Written notice of each annual or special meeting of the shareholders, stating the time and place thereof, shall be given to each shareholder of record as of the applicable record date who is entitled to vote thereat, by mailing the same, postage prepaid, not less than ten (10) nor more than sixty (60) days before the date of the meeting, to his address as it appears on the records of the corporation. In the case of a special meeting, the notice shall also state the purpose thereof. Business transacted at any special meeting of the shareholders shall be limited to the purposes stated in the notice.

Section 2.5. Waiver of Notice. Notice of any shareholders’ meeting may be waived in writing by any shareholder either before or after such meeting, and the attendance of any shareholder at any meeting without protesting, prior to or at the commencement of the meeting, shall be deemed to be a waiver by him of notice of such meeting.

Section 2.6. Quorum. Except as otherwise provided by statute or the certificate of incorporation, the holders of a majority of the shares issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business.

At any meeting, whether a quorum is present or not, the holders of a majority of the voting shares represented in person or by proxy may adjourn from time to time, without notice other than by announcement at the meeting. At any such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed at the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting.

Section 2.7. Voting. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or by proxy shall decide any question brought before such meeting, except that if the question is one upon which by statute or the certificate of incorporation a different vote is required, then in such case the terms of the statute or certificate of incorporation shall govern and control the decision of such question.

Section 2.8. Number of Votes of Each Shareholder. Unless otherwise provided in the certificate of incorporation, each shareholder shall at every meeting of the shareholders be entitled to one (1) vote in person or by proxy for each share of the capital stock having voting power held by such shareholder, but no proxy shall be voted on after three (3) years from its date, unless the proxy provides for a longer period.

Section 2.9. Shareholders’ Consent. Unless otherwise provided by the certificate of incorporation, any action required to be taken at any annual or special meeting of shareholders of the corporation, or any action which may be taken at any annual or special meeting of such shareholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would .be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those shareholders who have not consented in writing.

ARTICLE III

BOARD OF DIRECTORS

Section 3.1. Number of Directors. The number of directors which shall constitute the whole board of directors shall be not less than one (1) nor more than five (5). The actual number, of directorships shall be determined by resolution of the board of directors or by the holders of the majority of shares entitled to vote thereon at any annual meeting. The directors shall be elected at the annual meeting of the shareholders, except as provided in Section 3.2 of this Article. Each director elected shall hold office until his successor is elected and qualified, except in the case of death, resignation or removal. Directors need not be shareholders.

Section 3.2. Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and qualified, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in Office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any shareholder or shareholders holding at least ten percent (10%) of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

Section 3.3. Removal. Unless otherwise restricted by the certificate of incorporation or by law, any one or more directors may be removed from office at any time, with or without cause, by affirmative vote of the holders of a majority of the corporation’s shares entitled to vote at an election of directors.

Section 3.4. Powers of the Board. The business of the corporation shall be managed by or under the direction of its board of directors, which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these bylaws directed or required to be exercised or done by the shareholders.

Section 3.5. Quorum. At all meetings of the board of directors a majority shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors, the directors present thereat

2

may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 3.6. Organization Meeting. The first meeting of each newly elected board of directors shall be held immediately after each annual meeting of shareholders for the purpose of electing officers and transacting other business. No notice of such meeting shall be necessary, provided a quorum shall be present. If for any reason such organization meeting is not held at such time, a special meeting for such purpose shall be held as soon thereafter as practicable.

Section 3.7. Regular Meetings. Regular meetings of the directors may be held without notice at such times and places within or without the State of Delaware as may be determined by the board.

Section 3.8. Special Meetings. Special meetings of the directors may be held at any time within or without the State of Delaware upon call by the President. Notice of such meeting shall be given to each director either by letter, telefax, telegram or in person not less than two (2) days prior to such meeting. Special meetings shall be called by the President or Secretary in like manner and on like notice on the written request of at least two (2) directors. Unless otherwise indicated in the notice thereof, any business may be transacted at any organization, regular or special meeting of the board of directors.

Section 3.9. Waiver of Notice. Notice of any directors’ meeting may be waived in writing by any director either before or after such meeting, and the attendance of any director at any meeting without protesting, prior to or at the commencement of the meeting, shall be deemed to be a waiver by him of notice of such meeting.

Section 3.10. Directors’ Consent. Unless otherwise restricted by the certificate of incorporation or by these bylaws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the board or committee.

Section 3.11. Telephonic Participation at Meetings. Unless otherwise restricted by the certificate of incorporation or by these bylaws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

Section 3.12. Committees. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

In absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member.

Any such committee, to the extent provided in the resolutions of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the board of directors as provided in Section 151(a) of the Delaware General Corporation Law fix the designations and any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corporation or the conversion into, or the exchange of such shares for shares of any other class or classes or any other series of the same or any other class or classes of stock of the corporation or fix the number of shares of any series of stock or authorize the increase or decrease of the shares of any series), adopting an agreement of merger or consolidation, recommending to the shareholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the shareholders a dissolution of the

3

corporation or a revocation of a dissolution, or amending the bylaws of the corporation; and, unless the resolution, these bylaws or the certificate of incorporation expressly so provide, no such committee shall have the power of authority to declare a dividend or to authorize the issuance of stock or to adopt a certificate of ownership and merger.

Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required or requested.

Section 3.13. Compensation. The board of directors is authorized to fix a reasonable compensation for directors and to provide a fee and reimbursement of expenses for attendance at any meeting, of the directors to be paid to each director who is not otherwise a salaried officer or employee of the corporation. Members of committees may be allowed like compensation for attending committee meetings.

ARTICLE IV

OFFICERS

Section 4.1. Officers Designated. The directors shall elect a President, Treasurer and a Secretary, and in their discretion a Chairman of the Board, one or more Vice Presidents, an Assistant Secretary, an Assistant Treasurer, and such other officers as the directors may see fit. Unless the certificate of incorporation or these bylaws otherwise provide, any two or more offices may be held simultaneously by the same person, but no officer shall execute, acknowledge, verify or countersign any instrument in more than one capacity.

Section 4.2. Tenure of Office. The officers of the corporation shall hold their successors are chosen and qualified, except in case of death or removal. The directors may remove any officer at any time without or without cause by a majority vote of the directors in office at the time. A vacancy in any office, however created, may be filled by the directors.

Section 4.3. Chairman of the Board of Directors. The Chairman of the Board of Directors, if any, shall have such powers and duties as appertain to that office and as may be prescribed by the directors.

Section 4.4. President. The President shall have such powers and duties as appertain to that office and as may be prescribed by the directors.

Section 4.5. Vice Presidents. The Vice Presidents, if any, in the order designated by the directors, shall perform the duties of the President in case of the absence or disability of the latter, or when circumstances prevent the latter from acting, together with such other duties as the directors may prescribe. In case the President and such Vice Presidents are absent or unable to perform their duties, the directors may appoint a President pro tempore.

Section 4.6. Secretary. The Secretary shall keep the minutes of all meetings of the shareholders and the directors. The Secretary shall keep such books as may be required by the directors, shall have charge of the seal, minute books and stock books of the corporation, and shall give all notices of meetings of the shareholders and of the directors, and shall have such other powers and duties as the directors may prescribe.

Section 4.7. Assistant Secretary. The Assistant Secretary, if any, shall perform the duties of the Secretary in case of the absence or disability of the latter, or when circumstances prevent the latter from acting, together with such other duties as the directors may prescribe.

Section 4.8. Treasurer. The Treasurer shall receive and have in his charge all money, bills, notes, bonds, shares in other corporations and similar property belonging to the corporation, and shall do with the same as may be ordered by the directors. The Treasurer shall formulate and administer credit and collection policies and procedures, and shall represent the corporation in its relations with banks and other financial institutions, subject to instructions from the directors, and shall have such other powers and duties as the directors may prescribe.

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Section 4.9. Assistant Treasurer. The Assistant Treasurer, if any, shall perform the duties of the Treasurer in case of the absence or disability of the latter, or when circumstances prevent the latter from acting, together with such other duties as the directors may prescribe.

Section 4.10. Other Officers. The other officers, if any, shall have such powers and duties as the directors may prescribe.

Section 4.11. Change in Power and Duties of Officers. Anything in this Article IV to the contrary notwithstanding, the board of directors may, from time to time, increase or reduce the powers and duties of the respective officers of the corporation whether or not the same are set forth in these bylaws and may permanently or temporarily delegate the duties of any officer to any other officer, agent or employee and may generally control the action of the officers and require performance of all duties imposed upon them.

Section 4.12. Compensation. The directors are authorized to determine or to provide the method of determining the compensation of officers.

Section 4.13. Bond. Any officer, if required by the board of directors, shall give bond for the faithful performance of his duties. Any surety on such bond shall be at the expense of the corporation.

Section 4.14. Signing Checks and Other Instruments. The directors are authorized to determine or provide the method of determining how checks, notes, bills of exchange and similar instruments shall be signed, countersigned or endorsed.

Section 4.15. Authority to Transfer and Vote Securities. The Chairman of the Board, if any, the President, the Secretary or the Treasurer of the corporation are each authorized to sign the name of the corporation and to perform all acts necessary to effect a transfer of any shares, bonds, or other evidences of indebtedness or obligations, subscription rights, warrants and other securities of another corporation owned by the corporation and to issue the necessary powers of attorney for the same; and each such officer is authorized on behalf of the corporation to vote such securities, to appoint proxies with respect thereto, and to execute consents, waivers and releases with respect thereto, or to cause any such action to be taken.

ARTICLE V

ISSUE AND TRANSFER OF STOCK

Section 5.1. Certificates. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by the Chairman of the Board, if any, or the President or a Vice President and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the corporation.

Section 5.2. Facsimile Signatures. Any of or all the signatures on a certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

Section 5.3. Lost Certificates. The board of directors may direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates or uncertificated shares, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate or certificates alleged to have been lost, stolen or destroyed.

5

Section 5.4. Transfer of Stock. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares such uncertificated shares shall be cancelled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the corporation.

Section 5.5. Fixing Record Date. In order that the corporation may determine the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect to any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix in advance, a record date, which, in the case of a shareholders’ meeting, shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, and, in the case of a consent, not more than ten (10) days after the date upon which the resolution fixing such record date was adopted, and, in the case of other actions, not more than sixty (60) days prior to such other action. A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

Section 5.6. Registered Shareholders. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claims to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VI

GENERAL PROVISIONS

Section 6.1. Dividends. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation.

Section 6.2. Fiscal Year. The fiscal year of the corporation shall be December 31.

Section 6.3. Seal. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Delaware.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.

ARTICLE VII

AMENDMENTS

Section 7.1. Amendment. These bylaws may be altered, changed, amended or superseded, in whole or in part, by the affirmative vote of the holders of record of shares entitling them to exercise a majority of the voting power of the corporation with respect thereto at an annual or special meeting called for such purpose or without a meeting by the written consent of the holders of record of shares entitling them to exercise two thirds (2/3) of the voting power with respect thereto.

6

EX-3.12

Exhibit 3.12

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 08/11/1993
713223008 — 2347113

CERTIFICATE OF INCORPORATION

OF

CDT INTERNATIONAL HOLDINGS, INC.

ARTICLE ONE

The name of the corporation is CDT international Holdings Inc. (hereinafter called the “Corporation”).

ARTICLE TWO

The address of the Corporation’s registered office in the state of Delaware is 1013 Centre Road, Wilmington, Delaware 19805, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is Corporation Service Company.

ARTICLE THREE

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

ARTICLE FOUR

The total number at shares which the Corporation shall have the authority to issue is One Thousand (1,000) shares, all of which shall be shares of Common Stock, without par value.

ARTICLE FIVE

The name and mailing address of the incorporator is as follows:

Name	Address
Eileen C. McNamara	c/o Kirkland & Ellis
	55 East 52nd Street
	16th Floor
	New York, NY 10055

ARTICLE SIX

The directors shall have the power to adopt, amend or repeal By-Laws, except as may otherwise be provided in the By-Laws.

ARTICLE SEVEN

The personal liability of the directors of Corporation is eliminated to the fullest extent permitted by Paragraph (7) of Subsection (b) of Section 102 of the General Corporation Law of the State of Delaware, as the same may be amended or supplemented.

ARTICLE EIGHT

The Corporation expressly elects not to be governed by Section 203 of the General Corporation Law of the State of Delaware.

ARTICLE NINE

The Corporation reserves the right to amend or repeal any provisions contained in this Certificate of Incorporation from time to time and at any time in the manner now or hereafter prescribed by the laws of the State of Delaware, and all rights conferred upon stockholders and directors are granted subject to such reservation.

I, the undersigned, being the sole incorporator hereinbefore named, for the purpose of forming a corporation in pursuance of the General Corporation Law of the State of Delaware, do make and file this Certificate, hereby declaring and certifying that the facts herein stated are true, and accordingly have hereunto set my hand this 11th day of August, 1993.

/s/ Eileen C. McNamara

Eileen C. McNamara

Sole Incorporator

EX-3.13

Exhibit 3.13

BY-LAWS

OF

CDT INTERNATIONAL HOLDINGS INC,

A Delaware Corporation

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office of the corporation in the State of Delaware shall be located at 1013 Centre Road, Wilmington Delaware 19805, in the County of New Castle. The name of the corporation’s registered agent at such address shall be Corporation Service Company. The registered office and/or registered agent of the corporation may be changed from time to time by action of the board of directors.

Section 2. Other Offices. The corporation may also have offices at such other places, both within and without the State of Delaware, as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Place and Time of Meetings. An annual meeting of the stockholders shall be held each year for the purpose of electing directors and conducting such other proper business as may come before the meeting. The date, time and place of the annual meeting may be determined by resolution of the board of directors or as set by the president of the corporation.

Section 2. Special Meetings. Special meetings of stock holders may be called for any purpose (including, without limitation, the filling of board vacancies and newly created directorships), and may be held at such time and place, within or without the State of Delaware, as shall be stated in a notice of meeting or in a duly executed waiver of notice thereof. Such meetings may be called at any time by two or more members of the board of directors or the president and shall be called by the president upon the written request of holders of shares entitled to cast not less than fifty percent (50%) of the outstanding shares of any series or class of the corporation’s Capital Stock.

Section 3. Place of Meetings. The board of directors may designate any place, either within or without the State of Delaware, as the place of meeting for any annual meeting or for any special meeting called by the board of directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal executive office of the corporation.

Section 4. Notice. Whenever stockholders are required or permitted to take action at a meeting, written or printed notice stating the place, date, time, and, in the case of special meetings, the purpose or purposes, of such meeting, shall be given to each stockholder entitled to vote at such meeting not less than 10 nor more than 60 days before the date of the meeting. All such notices shall be delivered, either personally or by mail, by or at the direction of the board of directors, the president or the secretary, and if mailed, such notice shall be deemed to be delivered when deposited in the United States mail, postage prepaid, addressed to the stockholder at his, her or its address as the same appears on the records of the corporation. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.

Section 5. Stockholders List. The officer having charge of the stock ledger of the corporation shall make, at least 10 days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at such meeting arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the

name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least 10 days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 6. Quorum. Except as otherwise provided by applicable law or by the Certificate of Incorporation, a majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of stockholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time in accordance with Section 7 of this Article, until a quorum shall be present or represented.

Section 7. Adjourned Meeting. When a meeting is adjourned to another time and place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 8. Vote Required. When a quorum is present, the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless the question is one upon which by express provisions of an applicable law or of the certificate of incorporation a different vote is required, in which case such express provision shall govern and control the decision of such question. Where a separate vote by class is required, the affirmative vote of the majority of shares of such class present in person or represented by proxy at the meeting shall be the act of such class.

Section 9. Voting Rights. Except as otherwise provided by the General Corporation Law of the State of Delaware or by the certificate of incorporation of the corporation or any amendments thereto and subject to Section 3 of Article VI hereof, every stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of common stock held by such stockholder.

Section 10. Proxies. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him, her or it by proxy. Every proxy must be signed by the stockholder granting the proxy or by his, her or its attorney-in-fact. No proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the Corporation generally.

Section 11. Action by Written Consent. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken and bearing the dates of signature of the stockholders who signed the consent or consents, shall be signed by the holders of outstanding stock having not less than a majority of the shares entitled to vote, or, if greater, not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the state of Delaware, or the corporation’s principal place of business, or an officer or agent of the corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested provided, however, that no consent or consents delivered by certified or registered mail shall be deemed delivered until such consent or consents are actually received at the registered office. All consents properly delivered in accordance with this section shall be deemed to be recorded when so delivered. No written consent shall be effective to take the corporate action referred to therein unless, within sixty days of the earliest dated consent delivered to the corporation as required by this section, written consents signed by the holders of a sufficient number of shares to

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take such corporate action are so recorded. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof.

ARTICLE III

DIRECTORS

Section 1. General Powers. The business and affairs of the corporation shall be managed by or under the direction of the board of directors.

Section 2. Number, Election and Term of Office. The number of directors which shall constitute the first board shall be one. Thereafter, the number of directors shall be established from time to time by resolution of the board. The directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote in the election of directors. The directors shall be elected in this manner at the annual meeting of the stockholders, except as provided in Section 4 of this Article III. Each director elected shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

Section 3. Removal and Resignation. Any director or the entire board of directors may be removed at any time, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. Whenever the holders of any class or series are entitled to elect one or more directors by the provisions of the corporation’s certificate of incorporation, the provisions of this section shall apply, in respect to the removal without cause or a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a whole. Any director may resign at any time upon written notice to the corporation.

Section 4. Vacancies. Except as otherwise provided by the Certificate of Incorporation of the corporation or any amendments thereto, vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority vote of the holders of the corporation’s outstanding stock entitled to vote thereon. Each director so chosen shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as herein provided.

Section 5. Annual Meetings. The annual meeting of each newly elected board of directors shall be held without other notice than this by-law immediately after, and at the, same place as, the annual meeting of stockholders.

Section 6. Other Meetings and Notice. Regular meetings, other than the annual meeting, of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by resolution of the board. Special meetings of the board of directors may be called by or at the request of the president or vice president on at least 24 hours notice to each director, either personally, by telephone, by mail, or by telegraph; in like manner and on like notice the president must call a special meeting on the written request of at least a majority of the directors.

Section 7. Quorum, Required Vote and Adjournment. A majority of the total number of directors shall constitute a quorum for the transaction of business. The vote of a majority of directors present at a meeting at which a quorum is present shall be the act of the board of directors. If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 8. Committees. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation, which to the extent provided in such resolution or these by-laws shall have and may exercise the powers of the board of directors in the management and affairs of the corporation except as otherwise limited by law. The board of directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified

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member at any meeting of the committee. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

Section 9. Committee Rules. Each committee of the board of directors may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided by a resolution of the board of directors designating such committee. Unless otherwise provided in such a resolution, the Presence of at least a majority of the members of the committee shall be necessary to constitute a quorum. In the event that a member and that member’s alternate, if alternates are designated by the board of directors as provided in Section 8 of this Article III, of such committee is or are absent or disqualified, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in place of any such absent or disqualified member.

Section 10. Communications Equipment. Members of the board of directors or any committee thereof may participate in and act at any meeting of such board or committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in the meeting pursuant to this section shall constitute presence in person at the meeting.

Section 11. Waiver of Notice and Presumption of Assent. Any member of the board of directors or any committee thereof who is present at a meeting shall be conclusively presumed to have waived notice of such meeting except when such member attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Such member shall be conclusively presumed to have assented to any action taken unless his or her dissent shall be entered in the minutes of the meeting or unless his or her written dissent to such action shall be filed with the person acting as the secretary of the meeting before the adjournment thereof or shall be forwarded by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to any member who voted in favor of such action.

Section 12. Action by Written Consent. Unless otherwise restricted by the certificate of incorporation, any action required or permitted to be taken at any meeting of the board of directors, or of any committee thereof, may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

ARTICLE IV

OFFICERS

Section 1. Number. The officers of the corporation shall be elected by the board of directors and shall consist of a chairman, if any is elected, a president, one or more vice presidents, a secretary, and such other officers and assistant officers as maybe deemed necessary or desirable by the board of directors. Any number of offices may be held by the same person, except that no person may simultaneously hold the office of president and secretary. In its discretion, the board of directors may choose not to fill any office for any period as it may deem advisable.

Section 2. Election and Term of Office. The officers of the corporation shall be elected annually by the board of directors at its first meeting held after each annual meeting of stockholders or as soon thereafter as conveniently may be. The president shall appoint other officers to serve for such terms as he or she deems desirable. Vacancies may be filled or new offices created and filled at any meeting of the board of directors. Each officer shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

Section 3. Removal. Any officer or agent elected by the board of directors may be removed by the board of directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

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Section 4. Vacancies. Any vacancy occurring in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the board of directors for the unexpired portion of the term by the board of directors then in office.

Section 5. Compensation. Compensation of all officers shall be fixed by the board of directors, and no officer shall be prevented from receiving such compensation by virtue of his or her also being a director of the corporation.

Section 6. The Chairman of the Board. The Chairman of the Board, if one shall have been elected, shall be a member of the board, an officer of the Corporation, and, if present, shall preside at each meeting of the board of directors or shareholders. He shall advise the president, and in the president’s absence, other officer of the Corporation, and shall perform such other duties as may from time to time be assigned to him by the board of directors.

Section 7. The President. The president shall be the chief executive officer of the corporation. In the absence of the Chairman of the Board or if a Chairman of the Board shall have not been elected, the president shall preside at all meetings of the stockholders and board of directors at which he or she is present; subject to the powers of the board of directors, shall have general charge of the business, affairs and property of the corporation, and control over its officers, agents and employees; and shall see that all orders and resolutions of the board of directors are carried into effect. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation. The president shall have such other powers and perform such other duties as may be prescribed by the board of directors or as may be provided in these by-laws.

Section 8. Vice-presidents. The vice-president, if any, or if there shall be more than one, the vice-presidents in the order determined by the board of directors shall, in the absence or disability of the president, act with all of the powers and be subject to all the restrictions of the president. The vice-presidents shall also perform such other duties and have such other powers as the board of directors, the president or these by-laws may, from time to time, prescribe.

Section 9. The Secretary and Assistant Secretaries. The secretary shall attend all meetings of the board of directors, all meetings of the committees thereof and all meetings of the stockholders and record all the proceedings of the meetings in a book or books to be kept for that purpose. Under the president’s supervision, the secretary shall give, or cause to be given, all notices required to be given by these by-laws or by law; shall have such powers and perform such duties as the board of directors, the president or these by-laws may, from time to time, prescribe; and shall have custody of the corporate seal of the corporation. The secretary, or an assistant secretary, shall have authority to affix the corporate seal to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his or her signature. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors, the president, or secretary may, from time to time, prescribe.

Section 10. The Treasurer and Assistant Treasurer. The treasurer shall have the custody of the corporate funds and securities; shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation; shall deposit all monies and other valuable effects in the name and to the credit of the corporation as may be ordered by the board of directors; shall cause the funds of the corporation to be disbursed when such disbursements have been duly authorized, taking proper vouchers far such disbursements; and shall render to the president and the board of directors, at its regular meeting or when the board of directors so requires, an account of the corporation; shall have such powers and perform such duties as the board of directors, the president or these by-laws may, from time to time, prescribe. If required by the board of directors, the treasurer shall give the corporation a bond (which shall be rendered every six years) in such sums and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of the office of treasurer and for the restoration to the corporation, in case of death, resignation, retirement, or removal from office, of all books, papers, vouchers, money, and other property of whatever kind in the possession or under the control of the treasurer belonging to the corporation. The

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assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer. The assistant treasurers shall perform such other duties and have such other powers as the board of directors, the president or treasurer may, from time to time, prescribe.

Section 11. Other Officers, Assistant Officers and Agents. Officers, assistant officers and agents, if any, other than those whose duties are provided for in these by-laws, shall have such authority and perform such duties as may from time to time be prescribed by resolution of the board of directors.

Section 12. Absence or Disability of Officers. In the case of the absence or disability of any officer of the corporation and of any person hereby authorized to act in such officer’s place during such officer’s absence or disability, the board of directors may by resolution delegate the powers and duties of such officer to any other officer or to any director, or to any other person whom it may select.

ARTICLE V

INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS

Section 1. Nature of Indemnity. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or a person of whom he is the legal representative, is or was a director or officer, of the corporation or is or was serving at the request of the corporation as a director, officer, employee, fiduciary, or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee, fiduciary or agent or in any other capacity while serving as a director, officer, employee, fiduciary or agent, shall be indemnified and held harmless by the corporation to the fullest extent which it is empowered to do so by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said law permitted the corporation-to provide prior to such amendment) against all expense, liability and loss (including attorneys’ fees actually and reasonably incurred by such person in connection with such proceeding and such indemnification shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in Section 2 hereof, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding initiated by such person only if such proceeding was authorized by the board of directors of the corporation. The right to indemnification conferred in this Article V shall be a contract right and, subject to Sections 2 and 5 hereof, shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition. The corporation may, by action of its board of directors, provide indemnification to employees and agents of the corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Section 2. Procedure for Indemnification of Directors and Officers. Any indemnification of a director or officer of the corporation under Section 1 of this Article V or advance of expenses under Section 5 of this Article V shall be made promptly, and in any event within 30 days, upon the written request of the director or officer. If a determination by the corporation that the director or officer is entitled to indemnification pursuant to this Article V is required, and the corporation fails to respond within sixty days to a written request for indemnity, the corporation shall be deemed to have approved the request. If the corporation denies a written request for indemnification or advancing of expenses, in whole or in part, or if payment in full pursuant to such request is not made within 30 days, the right to indemnification or advances as granted by this Article V shall be enforceable by the director or officer in any court of competent jurisdiction. Such person’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to the corporation) that the claimant has not met the standards of conduct which make it permissible under the General Corporation Law of the State of Delaware for the corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the corporation. Neither the failure of the corporation (including its board of directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he

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or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the corporation (including its board of directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 3. Nonexclusivity of Article V. The rights to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article V shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the certificate of incorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise.

Section 4. Insurance. The corporation may purchase and maintain insurance on its own behalf and on behalf of any person who is or was a director, officer, employee, fiduciary, or agent of the corporation or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, whether or not the corporation would have the power to indemnify such person against such liability under this Article V.

Section 5. Expenses. Expenses incurred by any person described in Section 1 of this Article V in defending a proceeding. shall be paid by the corporation in advance of such proceeding’s final disposition unless otherwise determined by the board of directors in the specific case upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation. Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the board of directors deems appropriate.

Section 6. Employees and Agents. Persons who are not covered by the foregoing provisions of this Article V and who are or were employees or agents of the corporation, or who are or were serving at the request of the corporation as employees or agents of another corporation, partnership, joint venture, trust or other enterprise, may be indemnified to the extent authorized at any time or from time to time by the board of directors.

Section 7. Contract Rights. The provisions of this Article V shall be deemed to be a contract right between the corporation and each director or officer who serves in any such capacity at any time while this Article V and the relevant provisions of the General Corporation Law of the State of Delaware or other applicable law are in effect, and any repeal or modification of this Article V or any such law shall not affect any rights or obligations then existing with respect to any state of facts or proceeding then existing.

Section 8. Merger or Consolidation. For purposes of this Article V, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article V with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued.

ARTICLE VI

CERTIFICATES OF STOCK

Section 1. Form. Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by the chairman of the board, the president or a vice-president and the secretary or an assistant secretary of the corporation, certifying the number of shares owned by such holder in the corporation. If such a certificate is countersigned (1) by a transfer agent or an assistant transfer agent other than the corporation or its employee or (2) by a registrar, other than the corporation or its employee, the signature of any such chairman of the board, president, vice-president, secretary, or assistant secretary may be facsimiles. In case any officer or officers who have signed, or whose facsimile signature or signatures have been used on, any such certificate or certificates shall cease to be such officer or officers of the corporation whether because of death, resignation or otherwise before

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such certificate or certificates have been delivered by the corporation, such certificate or certificates may nevertheless be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer or officers of the corporation. All certificates for shares shall be consecutively numbered or otherwise identified. The name of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the books of the corporation. Shares of stock of the corporation shall only be transferred on the books of the corporation by the holder of record thereof or by such holder’s attorney duly authorized in writing, upon surrender to the corporation of the certificate or certificates for such shares endorsed by the appropriate person or persons, with such evidence of the authenticity of such endorsement, transfer, authorization, and other matters as the corporation may reasonably require, and accompanied by all necessary stock transfer stamps. In that event, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate or certificates, and record the transaction on its books. The board of directors may appoint a bank or trust company organized under the laws of the United States or any state thereof to act as its transfer agent or registrar, or both in connection with the transfer of any class or series of securities of the corporation.

Section 2. Lost Certificates. The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates previously issued by the corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate or certificates, or his or her legal representative, to give the corporation a bond sufficient to indemnify the corporation against any claim that may be made against the corporation on account of the loss, theft or destruction of any such certificate or the issuance of such new certificate.

Section 3. Fixing a Record Date for Stockholder Meetings. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no record date is fixed by the board of directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the close of business on the next day preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

Section 4. Fixing Record Date for Action by Written Consent. In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by statute, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the board of directors and prior action by the board of directors is required by statute, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

Section 5. Fixing a Record Date for Other Purposes. In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment or any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purposes of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior

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to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

Section 6. Subscriptions for Stock. Unless otherwise provided for in the subscription agreement, subscriptions for shares shall be paid in full at such time, or in such installments and at such times, as shall be determined by the board of directors. Any call made by the board of directors for payment on subscriptions shall be uniform as to all shares of the same class or as to all shares of the same series. In case of default in the payment of any installment or call when such payment is due, the corporation may proceed to collect the amount due in the same manner as any debt due the corporation.

ARTICLE VII

GENERAL PROVISIONS

Section 1. Dividends. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or any other purpose and the directors may modify or abolish any such reserve in the manner in which it was created.

Section 2. Checks, Drafts or Orders. All checks, drafts, or other orders for the payment of money by or to the corporation and all notes and other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation, and in such manner, as shall be determined by resolution of the board of directors or a duly authorized committee thereof.

Section 3. Contracts. The board of directors may authorize any officer or officers, or any agent or agents, of the corporation to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 4. Loans. The corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiary, including any officer or employee who is a director of the corporation or its subsidiary, whenever, in the judgment of the directors, such loan, guaranty or assistance may reasonably be expected to benefit the corporation. The loan, guaranty or other assistance may be with or without interest, and may be unsecured, or secured in such manner as the board of directors shall approve, including, without limitation, a pledge of shares of stock of the corporation. Nothing in this section contained shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or under any statute.

Section 5. Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

Section 6. Corporate Seal. The board of directors shall provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the corporation and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 7. Voting Securities Owned By Corporation. Voting securities in any other corporation held by the corporation shall be voted by the president, unless the board of directors specifically confers authority to vote with respect thereto, which authority may be general or confined to specific instances, upon some other person or officer. Any person authorized to vote securities shall have the power to appoint proxies, with general power of substitution.

Section 8. Inspection of Books and Records. Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the corporation’s stock ledger, a list of its stockholders, and its other books and records, and to make copies or extracts therefrom. A proper purpose shall mean any purpose reasonably related to

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such person’s interest as a stockholder. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the corporation at its registered office in the State of Delaware or at its principal place of business.

Section 9. Section Headings. Section headings in these by-laws are for convenience of reference only and shall not be given any substantive effect in limiting or otherwise construing any provision herein.

Section 10. Inconsistent Provisions. In the event that any provision of these by-laws is or becomes inconsistent with any provision of the certificate of incorporation, the General Corporation Law of the State of Delaware or any other applicable law, the provision of these by-laws shall not be given any effect to the extent of such inconsistency but shall otherwise be given full force and effect.

ARTICLE VIII

AMENDMENTS

These by-laws may be amended, altered, or repealed and new by-laws adopted at any meeting of the board of directors by a majority vote. The fact that the power to adopt, amend, alter, or repeal the by-laws has been conferred upon the board of directors shall not divest the stockholders of the same powers.

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EX-3.14

Exhibit 3.14

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 01/12/1996
960010458 — 2581378

CERTIFICATE OF INCORPORATION

OF

NORDX/CDT CORP.

ARTICLE ONE

The name of the corporation is Nordx/CDT Corp. (hereinafter called the “Corporation”).

ARTICLE TWO

The address of the Corporation’s registered office in the state of Delaware is 1013 Centre Road, Wilmington, Delaware 19805, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is Corporation Service Company,

ARTICLE THREE

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

ARTICLE FOUR

The total number of shares which the Corporation shall have the authority to issue is One Thousand (1,000) shares, all of which shall be shares of Common Stock, par value $.01 per share.

ARTICLE FIVE

The name and mailing address of the incorporator is as follows:

Name	Address
Eileen C. McNamara	c/o Kirkland & Ellis
	153 East 53rd Street
	39th Floor
	New York, NY 10022

ARTICLE SIX

The directors shall have the power to adopt, amend or repeal By-Laws, except as may otherwise be provided in the By-Laws.

ARTICLE SEVEN

The personal liability of the directors of the Corporation is hereby eliminated to the fullest extent permitted by Paragraph (7) of Subsection (b) of Section 102 of the General Corporation Law of the State of Delaware, as the same may be amended or supplemented.

ARTICLE EIGHT

The Corporation expressly elects not to be governed by Section 203 of the General Corporation Law of the State of Delaware.

ARTICLE NINE

The Corporation reserves the right to amend or repeal any provisions contained in this Certificate of Incorporation front time to time and at any time in the manner now or hereafter prescribed by the laws of the State of Delaware, and all rights conferred upon stockholders and directors are granted subject to such reservation.

I, the undersigned, being the sole incorporator hereinbefore named, for the purpose of forming a corporation in pursuance of the General Corporation Law of the State of Delaware. do make and file this Certificate, hereby declaring and certifying that the facts herein stated are true, and accordingly have hereunto set my hand this 12th day of January, 1996.

/s/ Eileen C. McNamara

Eileen C. McNamara

Sole Incorporator

EX-3.15

Exhibit 3.15

BY-LAWS

OF

NORDX/CDT CORP.

A Delaware Corporation

ARTICLE 1

OFFICES

Section 1. Registered Office. The registered office of the corporation in the State of Delaware shall be located at 1013 Centre Road, Wilmington Delaware 19805, in the County of New Castle. The name of the corporation’s registered agent at such address shall be Corporation Service Company. The registered office and/or registered agent of the corporation may be changed from time to time by action of the board of directors.

Section 2. Other Offices. The corporation may also have offices at such other places, both within and without the State of Delaware, as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Place and Time of Meetings. An annual meeting of the stockholders shall be held each year for the purpose of electing directors and conducting such other proper business as may come before the meeting. The date, time and place of the annual meeting may be determined by resolution of the board of directors or as set by the president of the corporation.

Section 2. Special Meetings. Special meetings of stockholders may be called for any purpose (including, without limitation, the filling of board vacancies and newly created directorships), and may be held at such time and place, within or without the State of Delaware, as shall be stated in a notice of meeting or in a duly executed waiver of notice thereof. Such meetings may be called at any time by two or more members of the board of directors, the president or the holders of shares entitled to cast not less than a majority of the votes at the meeting or the holders of fifty percent (50%) of, the outstanding shares of any series or class of the corporation’s capital stock.

Section 3. Place of Meetings. The board of directors may designate any place, either within or without the State of Delaware, as the place of meeting for any annual meeting or for any special meeting caned by the board of directors. If no designation is made, or if a special meeting is otherwise called, the place of meeting shall be the principal executive office of the corporation.

Section 4. Notice. Whenever stockholders are required or permitted to take action at a meeting, written or printed notice stating the place, date, time, and, in the case of special meetings, the purpose(s), of such meeting, shall be given to each stockholder entitled to vote at such meeting not less than 10 nor more than 60 days before the date of the meeting. All such notices shall be delivered, either personally or by mail, by or at the direction of the board of directors, the president or the secretary, and if mailed, such notice shall be deemed to be delivered when deposited in the United States mail, postage prepaid, addressed to the stockholder at his, her or its address as the same appears on the records of the corporation. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.

Section 5. Stockholders List. The officer having charge of the stock ledger of the corporation shall make, at least 10 days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at such meeting arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least 10 days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the

notice of the meeting or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 6. Quorum. Except as otherwise provided by applicable law or by the corporation’s certificate of incorporation, a majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of stockholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time in accordance with Section 7 of this Article, until a quorum shall be present or represented.

Section 7. Adjourned Meetings. When a meeting is adjourned to another time and place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting, at which the adjournment is taken. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 8. Vote Required. When a quorum is present, the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless the question is one upon which by express provisions of an applicable law or of the corporation’s certificate of incorporation a different vote is required, in which case such express provision shall govern and control the decision of such question. Where a separate vote by class is required, the affirmative vote of the majority of shares of such class present in person or represented by proxy at the meeting shall be the act of such class, unless the question is one upon which by express provisions of an applicable law or of the corporation’s certificate of incorporation a different vote is required, in which case such express provision shall govern and control the decision of such question.

Section 9. Voting Rights. Except as otherwise provided by the General Corporation Law of the State of Delaware or by the certificate of incorporation of the corporation or any amendments thereto, every stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of common stock held by such stockholder.

Section 10. Proxies. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person(s) to act for him, her or it by proxy. Every proxy must be signed by the stockholder granting the proxy or by his, her or its attorney-in-fact. No proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally.

Section 11. Action by Written Consent. Unless otherwise provided in the corporation’s certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent(s) in writing, setting forth the action so taken and bearing the dates of signature of the stockholders who signed the consent(s), shall be signed by the holders of outstanding shares of stock having not less than a majority of the shares entitled to vote, or, if greater, not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the state of Delaware, or the corporation’s principal place of business, or an officer or agent of the corporation having custody of the book(s) in which proceedings of meetings of the stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested, provided, however, that no
consent(s) delivered by certified or registered mail shall be deemed delivered until such consent(s) are actually received at the registered office. All consents properly delivered in accordance with this section shall be deemed to be recorded when so delivered. No written consent shall be effective to take the corporate action referred to therein unless, within sixty days of the earliest dated consent delivered to the corporation as required by this section, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Any action taken pursuant to such written consent(s) of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof.

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ARTICLE III

DIRECTORS

Section 1. General Powers. The business and affairs of the corporation shall be managed by or under the direction of the board of directors.

Section 2. Number, Election and Term of Office. The number of directors which shall constitute the first board shall be two (2), which number may be increase or decreased from time to time by resolution of the board. The directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote in the election of directors. The directors shall be elected in this manner at the annual meeting of the stockholders, except as provided in Section 4 of this Article III. Each director elected shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

Section 3. Removal and Resignation. Any director or the entire board of directors may be removed at any time, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. Whenever the holders of any class or series are entitled to elect one or more directors by the provisions of the corporation’s certificate of incorporation, the provisions of this section shall apply, in respect to the removal without cause or a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a whole. Any director may resign at any time upon written notice to the corporation.

Section 4. Vacancies. Except as otherwise provided by the certificate of incorporation of the corporation or any amendments thereto, vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority vote of the holders of the corporation’s outstanding stock entitled to vote thereon. Each director so chosen shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as herein provided.

Section 5. Annual Meetings. The annual meeting of each newly elected board of directors shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of stockholders.

Section 6. Other Meetings and Notice. Regular meetings, other than the annual meeting, of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by resolution of the board. Special meetings of the board of directors may be called by or at the request of the president or vice president on at least 24 hours notice to each director, either personally, by telephone, by mail, or by telegraph; in like manner and on like notice the president must call a special meeting on the written request of at least a majority of the directors.

Section 7. Quorum, Required Vote and Adjournment. A majority of the total number of directors shall constitute a quorum for the transaction of business. The vote of a majority of directors present at a meeting at which a quorum is present shall be the act of the board of directors. If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 8. Committees. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation, which to the extent provided in such resolution or these by-laws shall have and may exercise the powers of the board of directors in the management and affairs of the corporation except as otherwise limited by law. The board of directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Such committee(s) shall have such name(s) as may be determined from time to time by resolution adopted by the board of directors. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

Section 9. Committee Rules. Each committee of the board of directors may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided by a resolution of the

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board of directors designating such committee. Unless otherwise provided in such a resolution, the presence of at least a majority of the members of the committee shall be necessary to constitute a quorum. In the event that a member and that members alternate, if alternates are designated by the board of directors as provided in Section 8 of this Article III, of such committee is or are absent or disqualified, the member(s) thereof present at any meeting and not disqualified from voting, whether or not such member(s) constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in place of any such absent or disqualified member.

Section 10. Communications Equipment. Members of the board of directors or any committee thereof may participate in and act at any meeting of such board or committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in the meeting pursuant to this section shall constitute presence in person at the meeting.

Section 11. Waiver of Notice and Presumption of Assent. My member of the board of directors or any committee thereof who is present at a meeting shall be conclusively presumed to have waived notice of such meeting except when such member attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Such member shall be conclusively presumed to have assented to any action taken unless his or her dissent shall be entered in the minutes of the meeting or unless his or her written dissent to such action shall be filed with the person acting as the secretary of the meeting before the adjournment thereof or shall be forwarded by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to any member who voted in favor of such action.

Section 12. Action by Written Consent. Unless otherwise restricted by the corporation’s certificate of incorporation, any action required or permitted to be taken at any meeting of the board of directors, or of any committee thereof, may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing, and the writing(s) are filed with the minutes of proceedings of the board or committee.

ARTICLE IV

OFFICERS

Section 1. Number. The officers of the corporation shall be elected by the board of directors and shall consist of a chairman, if any is elected, a president, one or more vice presidents, a secretary, a treasurer, and such other officers and assistant officers as may be deemed necessary or desirable by the board of directors. Any number of offices may be held by the same person, except that no person may simultaneously hold the office of president and secretary. In its discretion, the board of directors may choose not to fill any office for any period as it may deem advisable.

Section 2. Election and Term of Office. The officers of the corporation shall be elected annually by the board of directors at its first meeting held after each annual meeting of stockholders or as soon thereafter as conveniently may be. The president shall appoint other officers to serve for such terms as he or she deems desirable. Vacancies may be filled or new offices created and filled at any meeting of the board of directors. Each officer shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

Section 3. Removal. Any officer or agent elected by the board of directors may be removed by the board of directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4. Vacancies. Any vacancy occurring in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the board of directors for the unexpired portion of the term by the board of directors then in office.

Section 5. Compensation. Compensation of all officers shall be fixed by the board of directors, and no officer shall be prevented from receiving such compensation by virtue of his or her also being a director of the corporation.

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Section 6. The Chairman of the Board. The Chairman of the Board, if one shall have been elected, shall be a member of the board, an officer of the corporation, and, if present, shall preside at each meeting of the board of directors or shareholders. He shall advise the president, and in the president’s absence, other officers of the corporation, and shall perform such other duties as may from time to time be assigned to him by the board of directors.

Section 7. The President. The president shall be the chief executive officer of the corporation. In the absence of the Chairman of the Board or if a Chairman of the Board shall have not been elected, the president (i) shall preside at all meetings of the stockholders and board of directors at which he or she is present; (ii) subject to the powers of the board of directors, shall have general charge of the business, affairs and property of the corporation, and control over its officers, agents and employees; and (iii) shall see that all orders and resolutions of the board of directors are carried into effect. The president shall have such other powers and perform such other duties as may be prescribed by the board of directors or as may be provided in these by-laws.

Section 8. Vice-presidents. The vice-president, if any, or if there shall be more than one, the vice-presidents in the order determined by the board of directors shall, in the absence or disability of the president, act with all of the powers and be subject to all the restrictions of the president The vice-presidents shall also perform such other duties and have such other powers as the board of directors, the president or these by-laws may, from time to time, prescribe.

Section 9. The Secretary and Assistant Secretaries. The secretary shall attend all meetings of the board of directors, all meetings of the committees thereof and all meetings of the stockholders and record all the proceedings of the meetings in a book(s) to be kept for that purpose. Under the president’s supervision, the secretary (i) shall give, or cause to be given, all notices required to be given by these by-laws or by law; (ii) shall have such powers and perform such duties as the board of directors, the president or these by-laws may, from time to time, prescribe; and (iii) shall have custody of the corporate seal of the corporation. The secretary, or an assistant secretary, shall have authority to affix the corporate seal to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his or her signature. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors, the president, or secretary may, from time to time, prescribe.

Section 10. The Treasurer and Assistant Treasurers. The treasurer (i) shall have the custody of the corporate funds and securities; (ii) shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation; (iii) shall deposit all monies and other valuable effects in the name and to the credit of the corporation as may be ordered by the board of directors; (iv) shall cause the funds of the corporation to be disbursed when such disbursements have been duly authorized, taking proper vouchers for such disbursements; (v) shall render to the president and the board of directors, at its regular meeting or when the board of directors so requires, an account of the corporation; and (vi) shall have such powers and perform such duties as the board of directors, the president or these by-laws may, from time to time, prescribe. If required by the board of directors, the treasurer shall give the corporation a bond (which shall be rendered every six years) in such sums and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of the office of treasurer and for the restoration to the corporation, in case of death, resignation, retirement, or removal from office, of all books, papers, vouchers, money, and other property of whatever kind in the possession or under the control of the treasurer belonging to the corporation. The assistant treasurer; or if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer. The assistant treasurers shall perform such other duties and have such other powers as the board of directors, the president or treasurer may, from time to time, prescribe.

Section 11. Other Officers, Assistant Officers and Agents. Officers, assistant officers and agents, if any, other than those whose duties are provided for in these by-laws, shall have such authority and perform such duties as may from time to time be prescribed by resolution of the board of directors.

Section 12. Absence or Disability of Officers. In the case of the absence or disability of any officer of the corporation and of any person hereby authorized to act in such officer’s place during such officer’s absence or disability, the board of directors may by resolution delegate the powers and duties of such officer to any other officer or to any director, or to any other person whom it may select.

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ARTICLE V

CERTIFICATES OF STOCK

Section 1. Form. Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by (i) the chairman of the board, the president or a vice-president and (ii) the secretary or an assistant secretary of the corporation, certifying the number of shares owned by such holder in the corporation. If such a certificate is countersigned (1) by a transfer agent or an assistant transfer agent other than the corporation or its employee or (2) by a registrar, other than the corporation or its employee, the signature of any such chairman of the board, president, vice-president, secretary, or assistant secretary may be facsimiles. In case any officer(s) who have signed, or whose facsimile signature(s) have been used on, any such certificate(s) shall cease to be such officer(s) of the corporation whether because of death, resignation or otherwise before such certificate(s) have been delivered by the corporation, such certificate(s) may nevertheless be issued and delivered as though the person or persons who signed such certificate(s) or whose facsimile signature(s) have been used thereon had not ceased to be such officer(s) of the corporation. All certificates for shares shall be consecutively numbered or otherwise identified. The name of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the books of the corporation. Shares of stock of the corporation shall only be transferred on the books of the corporation by the holder of record thereof or by such holder’s attorney duly authorized in writing, upon surrender to the corporation of the certificate(s) for such shares endorsed by the appropriate person(s), with such evidence of the authenticity of such endorsement, transfer, authorization, and other matters as the corporation may reasonably require, and accompanied by all necessary stock transfer stamps. In that event, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate(s), and record the transaction on its books. The board of directors may appoint a bank or trust company organized under the laws of the United States or any state thereof to act as its transfer agent or registrar, or both in connection with the transfer of any class or series of securities of the corporation.

Section 2. Lost Certificates. The board of directors may direct a new certificate(s) to be issued in place of any certificate(s) previously issued by the corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. When authorizing such issue of a new certificate(s), the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate(s), or his or her legal representative, to give the corporation a bond sufficient to indemnify the corporation against any claim that may be made against the corporation on account of the loss, theft or destruction of any such certificate or the issuance of such new certificate.

Section 3. Fixing a Record Date for Stockholder Meetings. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no record date is fixed by the board of directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the close of business on the day immediately preceding the day on which notice is given, or if notice is waived, at the close of business on the day immediately preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

Section 4. Fixing a Record Date for Action by Written Consent. In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by statute, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the board of directors and prior action by the

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board of directors is required by statute, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

Section 5. Fixing a Record Date for Other Purposes. In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment or any rights of the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purposes of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

Section 6. Registered Stockholders. Prior to the surrender to the corporation of the certificate(s) for a share(s) of stock with a request to record the transfer of such share(s), the corporation may treat the registered owner as the person entitled to receive dividends, to vote, to receive notifications, and otherwise to exercise all the rights and powers of art owner. The corporation shall not be bound to recognize any equitable or other claim to or interest in such share(s) on the part of any other person, whether or not it shall have express or other notice thereof.

Section 7. Subscriptions for Stock. Unless otherwise provided for in the subscription agreement, subscriptions for shares shall be paid in full at such time, or in such installments and at such times, as shall be determined by the board of directors. Any call made by the board of directors for payment on subscriptions shall be uniform as to all shares of the same class or as to all shares of the same series. In case of default in the payment of any installment or call when such payment is due, the corporation may proceed to collect the amount due in the same manner as any debt due the corporation.

ARTICLE VI

GENERAL PROVISIONS

Section 1. Dividends. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum(s) as the directors from time to time, in their absolute discretion, think proper as a reserve(s) to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or any other purpose and the directors may modify or abolish any such reserve in the manner in which it was created.

Section 2. Checks, Drafts or Orders. All checks, drafts, or other orders for the payment of money by or to the corporation and all notes and other evidences of indebtedness issued in the name of the corporation shall be signed by such officer(s), agent(s) of the corporation, and in such manner, as shall be determined by resolution of the board of directors or a duly authorized committee thereof.

Section 3. Contracts. The board of directors may authorize any officer(s), or any agent(s), of the corporation to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 4. Loans. The corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiary, including any officer or employee who is a director of the corporation or its subsidiary, whenever, in the judgment of the directors, such loan, guaranty or assistance may reasonably be expected to benefit the corporation. The loan, guaranty or other assistance may be with or without interest, and may be unsecured, or secured in such manner as the board of directors shall approve, including, without limitation, a pledge of shares of stock of the corporation. Nothing in this section contained shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or under any statute.

Section 5. Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

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Section 6. Corporate Seal. The board of directors shall provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the corporation and the words “Corporate Seal, Delaware.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 7. Voting Securities Owned By Corporation. Voting securities in any other corporation held by the corporation shall be voted by the president, unless the board of directors specifically confers authority to vote with respect thereto, which authority may be general or confined to specific instances, upon some other person or officer. Any person authorized to vote securities shall have the power to appoint proxies, with general power of substitution.

Section 8. Inspection of Books and Records. Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the corporation’s stock ledger, a list of its stockholders, and its other books and records, and to make copies or extracts therefrom. A proper purpose shall mean any purpose reasonably related to such person’s interest as a stockholder. In every instance where art attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the corporation at its registered office in the State of Delaware or at its principal place of business.

Section 9. Section Headings. Section headings in these by-laws are for convenience of reference only and shall not be given any substantive effect in limiting or otherwise construing any provision herein.

Section 10. Inconsistent Provisions. In the event that any provision of these by-laws is or becomes inconsistent with any provision of the corporation’s certificate of incorporation, the General Corporation Law of the State of Delaware or any other applicable law, such provision of these by-laws shall not be given any effect to the extent of such inconsistency but shall otherwise be given full force and effect.

ARTICLE VII

AMENDMENTS

These by-laws may be amended, altered, or repealed and new by-laws adopted at any meeting of the board of directors by a majority vote. The fact that the power to adopt, amend, alter, or repeal the by-laws has been conferred upon the board of directors shall not divest the stockholders of the same powers.

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EX-3.16

Exhibit 3.16

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 05:00 PM 12/11/1996
960364378 — 2693699

CERTIFICATE OF INCORPORATION

OF

THERMAX/CDT, INC.

ARTICLE ONE

The name of the corporation is Thermax/CDT, Inc. (hereafter called the “Corporation”).

ARTICLE TWO

The address of the Corporation’s registered office in the state of Delaware is 1013 Centre Road, Wilmington, Delaware 19805 in the City of Wilmington, County of New Castle. The name of its registered agent at such address is Corporation Service Company.

ARTICLE THREE

The purpose of the Corporation is to engage in lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

ARTICLE FOUR

The total number shares which the Corporation shall have the authority to issue is One Thousand (1,000) shares, all of which shall be shares of Common Stock, per value $.01 per share.

ARTICLE FIVE

The name and mailing address of the incorporator are as follows:

Name	Address
Eileen M. Carrig	c/o Kirkland & Ellis
	153 East 53rd Street
	39th Floor
	New York, NY 10022

ARTICLE SIX

The directors shall have the power to adapt, amend or repeal By-Laws, except as may otherwise be provided in the By-Laws.

ARTICLE SEVEN

The personal liability of the directors of the Corporation is hereby eliminated to the fullest extent permitted by Paragraph (7) of Subsection (b) of Section 102 of the General Corporation Law of the State of Delaware, as the same may be amended or supplemented.

ARTICLE EIGHT

The corporation expressly elects not to be governed by Section 203 of the General Corporation Law of the State of Delaware.

ARTICLE NINE

The Corporation reserves the right to amend or repeal any provisions contained in this Certificate of Incorporation from time to time and at any time in the manner now or hereafter prescribed by the laws of the State of Delaware, and all rights confined upon stockholders and directors are granted subject to such reservation.

I, the undersigned, being the sole incorporator hereinbefore named, for the purpose forming a corporation in pursuance of the General Corporation Law of the State of Delaware, do make and file this Certificate, hereby declaring and certifying that the facts herein stated are true, and accordingly have hereunto set my hand this 11th day of December, 1996

/s/ Eileen M. Carrig

Eileen M. Carrig

Sole Incorporator

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 02/06/2002
020076853 — 2693699

CERTIFICATE OF MERGER

OF

BARCEL/CDT, INC.

AND

THERMAX/CDT, INC.

It is hereby certified that:

1. The constituent business corporations participating in the merger herein certified are:

(i) Barcel/CDT, Inc., which is incorporated under the laws of the State of California (“Barcel”); and

(ii) Thermax/CDT, Inc., which is incorporated under the laws of the State of Delaware (“Thermax”).

2. An Agreement of Merger has been approved, adopted, certified, executed, and acknowledged by each of the aforesaid constituent corporations in accordance with the provisions of subsection (c) of Section 252 of the General Corporation Law of the State of Delaware, to wit, by Bared in accordance with the laws of the State of its incorporation and by Thermax in the same manner as is provided in Section 251 of the General Corporation Law of the State of Delaware.

3. The name of the surviving corporation in the merger herein certified is Thermax/CDT, Inc., which will continue its existence as said surviving corporation wider the name Thermax/CDT, Inc.. upon the effective date of said merger pursuant to the provisions of the General Corporation Law of the State of Delaware.

4. The Certificate of Incorporation of Thermax, as now in force and effect, shall continue to be the Certificate of Incorporation of said surviving corporation until amended and changed in accordance with the provisions of the General Corporation Law of the State of Delaware.

5. The executed Agreement of Merger between the aforesaid constituent corporations is on file at an office of the aforesaid surviving corporation, the address of which is as follows:

Foster Plaza 7
661 Anderson Drive
Pittsburgh, PA 15220

6. A copy of the aforesaid Agreement of Merger will be furnished by the aforesaid surviving corporation, on request, and without cost, to any stockholder of each of the aforesaid constituent corporations.

7. The authorized capital stock of Barcel consists of 1,000,000 shares without par value, all of which are outstanding.

Dated: January 24, 2002.

	BARCEL/CDT, INC.
	By:	/s/ Ken Hale
		Name: Ken Hale
		Title: Vice President
Dated: January 24, 2002.
	THERMAX/CDT, INC.
	By:	/s/ Ken Hale
		Name: Ken Hale
		Title: Vice President

EX-3.17

Exhibit 3.17

BY-LAWS

OF

THERMAX/CDT, INC.

(as amended on May 2, 1997)

A Delaware Corporation

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office of the corporation in the State of Delaware shall be located at 1013 Centre Road, Wilmington Delaware 19805, in the County of New Castle. The name of the corporation’s registered agent at such address shall be Corporation Service Company. The registered office and/or registered agent of the corporation may be changed from time to time by action of the board of directors.

Section 2. Other Offices. The corporation may also have offices at such other places, both within and without the State of Delaware, as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Place and Time of Meetings. An annual meeting of the stockholders shall be held each year for the purpose of electing directors and conducting such other proper business as may come before the meeting. The date, time and place of the annual meeting may be determined by resolution of the board of directors or as set by the president of the corporation.

Section 2. Special Meetings. Special meetings of stockholders may be called for any purpose (including, without limitation, the filling of board vacancies and newly created directorships), and may be held at such time and place, within or without the State of Delaware, as shall be stated in a notice of meeting or in a duty executed waiver of notice thereof. Such meetings may be called at any time by two or more members of the board of directors, the president or the holders of shares entitled to cast not less than a majority of the votes at the meeting or the holders of fifty percent (50%) of the outstanding shares of any series or class of the corporation’s capital stock.

Section 3. Place of Meetings. The board of directors may designate any place, either within or without the State of Delaware, as the place of meeting for any annual meeting or for any special meeting called by the board of directors. If no designation is made, or if a special meeting is otherwise called, the place of meeting shall be the principal executive office of the corporation.

Section 4. Notice. Whenever stockholders are required or permitted to take action at a meeting, written or printed notice stating the place, date, time, and, in the case of special meetings, the purpose(s), of such meeting, shall be given to each stockholder entitled to vote at such meeting not less than 10 nor more than 60 days before the date of the meeting. All such notices shall be delivered, either personally or by mail, by or at the direction of the board of directors, the president or the secretary, and if mailed, such notice shall be deemed to be delivered when deposited in the United States mail, postage prepaid, addressed to the stockholder at his, her or its address as the same appears on the records of the corporation. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.

Section 5. Stockholders List. The officer having charge of the stock ledger of the corporation shall make, at least 10 days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at such meeting arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for

any purpose germane to the meeting, during ordinary business hours, for a period of at least 10 days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 6. Quorum. Except as otherwise provided by applicable law or by the corporation’s certificate of incorporation, a majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of stockholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time in accordance with Section 7 of this Article, until a quorum shall be present or represented.

Section 7. Adjourned Meetings. When a meeting is adjourned to another time and place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting, at which the adjournment is taken. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 8. Vote Required. When a quorum is present, the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless the question is one upon which by express provisions of an applicable law or of the corporation’s certificate of incorporation a different vote is required, in which case such express provision shall govern and control the decision of such question. Where a separate vote by class is required, the affirmative vote of the majority of shares of such class present in person or represented by proxy at the meeting shall be the act of such class, unless the question is one upon which by express provisions of an applicable law or of the corporation’s certificate of incorporation a different vote is required, in which case such express provision shall govern and control the decision of such question.

Section 9. Voting Rights. Except as otherwise provided by the General Corporation Law of the State of Delaware or by the certificate of incorporation of the corporation or any amendments thereto, every stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of common stock held by such stockholder.

Section 10. Proxies. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in wilting without a meeting may authorize another person(s) to act for him, her or it by proxy. Every proxy must be signed by the stockholder granting the proxy or by his, her or its attorney-in-fact. No proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally.

Section 11. Action by Written Consent. Unless otherwise provided in the corporation’s certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent(s) in writing, setting forth the action so taken and bearing the dates of signature of the stockholders who signed the consent(s), shall be signed by the holders of outstanding shares of stock having not less than a majority of the shares entitled to vote, or, if greater, not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the state of Delaware, or the corporation’s principal place of business, or an officer or agent of the corporation having custody of the book(s) in which proceedings of meetings of the stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested, provided, however, that no consent(s) delivered by certified or registered mail shall be deemed delivered until such consent(s) are actually received at the registered office. All consents properly delivered in accordance with this section shall be deemed to be recorded when so delivered. No written consent shall be effective to take the corporate action referred to therein unless, within sixty days of the earliest dated consent delivered to the corporation as required by this section, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. Prompt

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notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Any action taken pursuant to such written consent(s) of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof.

ARTICLE III

DIRECTORS

Section 1. General Powers. The business and affairs of the corporation shall be managed by or under the direction of the board of directors.

Section 2. Number, Election and Term of Office. The number of directors which shall constitute the first board shall be two (2), which number may be increase or decreased from time to time by resolution of the board. The directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote in the election of directors. The directors shall be elected in this manner at the annual meeting of the stockholders, except as provided in Section 4 of this Article III. Each director elected shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

Section 3. Removal and Resignation. Any director or the entire board of directors may be removed at any time, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. Whenever the holders of any class or series are entitled to elect one or more directors by the provisions of the corporation’s certificate of incorporation, the provisions of this section shall apply, in respect to the removal without cause or a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a whole. Any director may resign at any time upon written notice to the corporation.

Section 4. Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director. Each director so chosen shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as herein provided.

Section 5. Annual Meetings. The annual meeting of each newly elected board of directors shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of stockholders.

Section 6. Other Meetings and Notice. Regular meetings, other than the annual meeting, of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by resolution of the board. Special meetings of the board of directors may be called by or at the request of the president or vice president on at least 24 hours notice to each director, either personally, by telephone, by mail, or by telegraph; in like manner and on like notice the president must call a special meeting on the written request of at least a majority of the directors.

Section 7. Quorum, Required Vote and Adjournment. A majority of the total number of directors shall constitute a quorum for the transaction of business. The vote of a majority of directors present at a meeting at which a quorum is present shall be the act of the board of directors. If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 8. Committees. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation, which to the extent provided in such resolution or these by-laws shall have and may exercise the powers of the board of directors in the management and affairs of the corporation except as otherwise limited by law. The board of directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Such committee(s) shall have such name(s) as may be determined from time to time by resolution adopted by the board of directors, Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

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Section 9. Committee Rules. Each committee of the board of directors may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided by a resolution of the board of directors designating such committee. Unless otherwise provided in such a resolution, the presence of at least a majority of the members of the committee shall be necessary to constitute a quorum. In the event that a member and that member’s alternate, if alternates are designated by the board of directors as provided in Section 8 of this Article III, of such committee is or are absent or disqualified, the member(s) thereof present at any meeting and not disqualified from voting, whether or not such members) constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in place of any such absent or disqualified member.

Section 10. Communications Equipment. Members of the board of directors or any committee thereof may participate in and act at any meeting of such board or committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in the meeting pursuant to this section shall constitute presence in person at the meeting.

Section 11. Waiver of Notice and Presumption of Assent. Any member of the board of directors or any committee thereof who is present at a meeting shall be conclusively presumed to have waived notice of such meeting except when such member attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Such member shall be conclusively presumed to have assented to any action taken unless his or her dissent shall be entered in the minutes of the meeting or unless his or her written dissent to such action shall be filed with the person acting as the secretary of the meeting before the adjournment thereof or shall be forwarded by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to any member who voted in favor of such action.

Section 12. Action by Written Consent. Unless otherwise restricted by the corporation’s certificate of incorporation, any action required or permitted to be taken at any meeting of the board of directors, or of any committee thereof, may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing, and the writing(s) are filed with the minutes of proceedings of the board or committee.

ARTICLE IV

OFFICERS

Section 1. Number. The officers of the corporation shall be elected by the board of directors and shall consist of a chairman, if any is elected, a president, one or more vice presidents, a secretary, a treasurer, and such other officers and assistant officers as may be deemed necessary or desirable by the board of directors. Any number of offices may be held by the same person, except that no person may simultaneously hold the office of president and secretary. In its discretion, the board of directors may choose not to fill any office for any period as it may deem advisable.

Section 2. Election and Term of Office. The officers of the corporation shall be elected annually by the board of directors at its first meeting held after each annual meeting of stockholders or as soon thereafter as conveniently may be. The president shall appoint other officers to serve for such terms as he or she deems desirable. Vacancies may be filled or new offices created and filled at any meeting of the board of directors. Each officer shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

Section 3. Removal. Any officer or agent elected by the board of directors may be removed by the board of directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4. Vacancies. Any vacancy occurring in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the board of directors for the unexpired portion of the term by the board of directors then in office.

Section 5. Compensation. Compensation of all officers shall be fixed by the board of directors, and no officer shall be prevented from receiving such compensation by virtue of his or her also being a director of the corporation.

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Section 6. The Chairman of the Board. The Chairman of the Board, if one shall have been elected, shall be a member of the board, an officer of the corporation, and, if present, shall preside at each meeting of the board of directors or shareholders. He shall advise the president, and in the president’s absence, other officers of the corporation, and shall perform such other duties as may from time to time be assigned to him by the board of directors.

Section 7. The President. The president shall be the chief executive officer of the corporation. In the absence of the Chairman of the Board or if a Chairman of the Board shall have not been elected, the president (i) shall preside at all meetings of the stockholders and board of directors at which he or she is present; (ii) subject to the powers of the board of directors, shall have general charge of the business, affairs and property of the corporation, and control over its officers, agents and employees; and (iii) shall see that all orders and resolutions of the board of directors are carried into effect. The president shall have such other powers and perform such other duties as may be prescribed by the board of directors or as may be provided in these by-laws.

Section 8. Vice-presidents. The vice-president, if any, or if there shall be more than one, the vice-presidents in the order determined by the board of directors shall, in the absence or disability of the president, act with all of the powers and be subject to all the restrictions of the president. The vice-presidents shall also perform such other duties and have such other powers as the board of directors, the president or these by-laws may, from time to time, prescribe.

Section 9. The Secretary and Assistant Secretaries. The secretary shall attend all meetings of the board of directors, all meetings of the committees thereof and all meetings of the stockholders and record all the proceedings of the meetings in a book(s) to be kept for that purpose. Under the president’s supervision, the secretary (i) shall give, or cause to be given, all notices required to be given by these by-laws or by law; (ii) shall have such powers and perform such duties as the board of directors, the president or these by-laws may, from time to time, prescribe; and (iii) shall have custody of the corporate seal of the corporation. The secretary, or an assistant secretary, shall have authority to affix the corporate seal to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his or her signature. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors, the president, or secretary may, from time to time, prescribe.

Section 10. The Treasurer and Assistant Treasurers. The treasurer (i) shall have the custody of the corporate funds and securities; (ii) shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation; (iii) shall deposit all monies and other valuable effects in the name and to the credit of the corporation as may be ordered by the board of directors; (iv) shall cause the funds of the corporation to be disbursed when such disbursements have been duly authorized, taking proper vouchers for such disbursements; (v) shall render to the president and the board of directors, at its regular meeting or when the board of directors so requires, an account of the corporation; and (vi) shall have such powers and perform such duties as the board of directors, the president or these by-laws may, from time to time, prescribe. If required by the board of directors, the treasurer shall give the corporation a bond (which shall be rendered every six years) in such sums and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of the office of treasurer and for the restoration to the corporation, in case of death, resignation, retirement, or removal from office, of all books, papers, vouchers, money, and other property of whatever kind in the possession or under the control of the treasurer belonging to the corporation. The assistant. treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer. The assistant treasurers shall perform such other duties and have such other powers as the board of directors, the president or treasurer may, from time to time, prescribe.

Section 11. Other Officers, Assistant Officers and Agents. Officers, assistant officers and agents, if any, other than those whose duties are provided for in these by-laws, shall have such authority and perform such duties as may from time to time be prescribed by resolution of the board of directors.

Section 12. Absence or Disability of Officers. In the case of the absence or disability of any officer of the corporation and of any person hereby authorized to act in such officer’s place during such officer’s absence or disability, the board of directors may by resolution delegate the powers and duties of such officer to any other officer or to any director, or to any other person whom it may select.

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ARTICLE V

CERTIFICATES OF STOCK

Section 1. Form. Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by (i) the chairman of the board, the president or a vice-president and (ii) the secretary or an assistant secretary of the corporation, certifying the number of shares owned by such holder in the corporation. If such a certificate is countersigned (1) by a transfer agent or an assistant transfer agent other than the corporation or its employee or (2) by a registrar, other than the corporation or its employee, the signature of any such chairman of the board, president, vice-president, secretary, or assistant secretary may be facsimiles. In case any officer(s) who have signed, or whose facsimile signature(s) have been used on, any such certificate(s) shall cease to be such officer(s) of the corporation whether because of death, resignation or otherwise before such certificate(s) have been delivered by the corporation, such certificate(s) may nevertheless be issued and delivered as though the person or persons who signed such certificate(s) or whose facsimile signature(s) have been used thereon had not ceased to be such officer(s) of the corporation. All certificates for shares shall be consecutively numbered or otherwise identified. The name of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the books of the corporation. Shares of stock of the corporation shall only be transferred on the books of the corporation by the holder of record thereof or by such holder’s attorney duly authorized in writing, upon surrender to the corporation of the certificate(s) for such shares endorsed by the appropriate person(s), with such evidence of the authenticity of such endorsement, transfer, authorization, and other matters as the corporation may reasonably require, and accompanied by all necessary stock transfer stamps. In that event, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate(s), and record the transaction on its books. The board of directors may appoint a bank or trust company organized under the laws of the United States or any state thereof to act as its transfer agent or registrar, or both in connection with the transfer of any class or series of securities of the corporation.

Section 2. Lost Certificates. The board of directors may direct a new certificate(s) to be issued in place of any certificate(s) previously issued by the corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. When authorizing such issue of a new certificate(s), the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate(s), or his or her legal representative, to give the corporation a bond sufficient to indemnify the corporation against any claim that may be made against the corporation on account of the loss, theft or destruction of any such certificate or the issuance of such new certificate.

Section 3. Fixing a Record Date for Stockholder Meetings. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no record date is fixed by the board of directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the close of business on the day immediately preceding the day on which notice is given, or if notice is waived, at the close of business on the day immediately preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

Section 4. Fixings a Record Date for Action by Written Consent. In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by statute, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the board of directors and prior action by the

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board of directors is required by statute, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

Section 5. Fixing a Record Date for Other Purposes. In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment or any rights of the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purposes of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

Section 6. Registered Stockholders. Prior to the surrender to the corporation of the certificate(s) for a share(s) of stock with a request to record the transfer of such share(s), the corporation may treat the registered owner as the person entitled to receive dividends, to vote, to receive notifications, and otherwise to exercise all the rights and powers of an owner. The corporation shall not be bound to recognize any equitable or other claim to or interest in such share(s) on the part of any other person, whether or not it shall have express or other notice thereof.

Section 7. Subscriptions for Stock. Unless otherwise provided for in the subscription agreement, subscriptions for shares shall be paid in full at such time, or in such installments and at such times, as shall be determined by the board of directors. Any call made by the board of directors for payment on subscriptions shall be uniform as to all shares of the same class or as to all shares of the same series. In case of default in the payment of any installment or call when such payment is due, the corporation may proceed to collect the amount due in the same manner as any debt due the corporation.

ARTICLE VI

GENERAL PROVISIONS

Section 1. Dividends. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum(s) as the directors from time to time, in their absolute discretion, think proper as a reserve(s) to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or any other purpose and the directors may modify or abolish any such reserve in the manner in which it was created.

Section 2. Checks, Drafts or Orders. All checks, drafts, or other orders for the payment of money by or to the corporation and all notes and other evidences of indebtedness issued in the name of the corporation shall be signed by such officer(s), agent(s) of the corporation, and in such manner, as shall be determined by resolution of the board of directors or a duly authorized committee thereof.

Section 3. Contracts. The board of directors may authorize any officer(s), or any agent(s), of the corporation to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined-to specific instances.

Section 4. Loans. The corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiary, including any officer or employee who is a director of the corporation or its subsidiary, whenever, in the judgment of the directors, such loan, guaranty or assistance may reasonably be expected to benefit the corporation. The loan, guaranty or other assistance may be with or without interest and may be unsecured, or secured in such manner as the board of directors shall approve, including, without limitation, a pledge of shares of stock of the corporation. Nothing in this section contained shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or under any statute.

Section 5. Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

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Section 6. Corporate Seal. The board of directors shall provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the corporation and the words “Corporate Seal, Delaware.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 7. Voting Securities Owned By Corporation. Voting securities in any other corporation held by the corporation shall be voted by the president, unless the board of directors specifically confers authority to vote with respect thereto, which authority may be general or confined to specific instances, upon some other person or officer. Any person authorized to vote securities shall have the power to appoint proxies, with general power of substitution.

Section 8. Inspection of Books and Records. Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the corporation’s stock ledger, a list of its stockholders, and its other books and records, and to make copies or extracts there from. A proper purpose shall mean any purpose reasonably related to such person’s Interest as a stockholder. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the corporation at its registered office in the State of Delaware or at its principal place of business.

Section 9. Section Headings. Section headings in these by-laws are for convenience of reference only and shall not be given any substantive effect in limiting or otherwise construing any provision herein.

Section 10. Inconsistent Provisions. In the event that any provision of these by-laws is or becomes inconsistent with any provision of the corporation’s certificate of incorporation, the General Corporation Law of the State of Delaware or any other applicable law, such provision of these by-laws shall not be given any effect to the extent of such inconsistency but shall otherwise be given full force and effect.

ARTICLE VII

AMENDMENTS

These by-laws may be amended, altered, or repealed and new by-laws adopted at any meeting of the board of directors by a majority vote. The fact that the power to adopt, amend, alter, or repeal the by-laws has been conferred upon the board of directors shall not divest the stockholders of the same powers.

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EX-3.18

Exhibit 3.18

STATE OF WASHINGTON	ARTICLES OF AMENDMENT -WASHINGTON
SECRETARY OF STATE	PROFIT CORPORATION

FILED SECRETARY OF STATE

SAM REED

JANUARY 27, 2005

STATE OF WASHINGTON

(IMPORTANT) Person to contact about this filing	Daytime Phone Number (with area code)
Kevin L. Bloomfield	314-854-8030

AMENDMENT TO ARTICLES OF INCORPORATION

NAME OF CORPORATION (As currently recorded with the Office of the Secretary of State) Cable Design Technologies, Inc.

UBI NUMBER	CORPORATION NUMBER (If known)	AMENDMENTS TO ARTICLES OF
601 124 888		INCORPORATION WERE ADOPTED ON
		Date:

EFFECTIVE DATE OF ARTICLES OF AMENDMENT

(Specified effective date may be up to 30 days AFTER receipt of the document by the Secretary of State)

o Specific Date                                                             

þ Upon filing by the Secretary of State

ARTICLES OF AMENDMENT WERE ADOPTED BY (Please check ONE of the following)

o Incorporators. Shareholders action was not required

o Board of Directors. Shareholders action was not required

þ Duly approved shareholder action in accordance with Chapter 23B.10 RCW

AMENDMENTS TO THE ARTICLES OF INCORPORATION ARE AS FOLLOWS

If amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment must be included. If necessary, attach additional amendments or information

Name changed to “Belden CDT Networking, Inc.”

SIGNATURE OF OFFICER

This document is hereby executed under penalties of perjury, and is, to the best of my knowledge, true and correct.

/s/ Kevin Bloomfield

Signature of Officer

Kevin L. Bloomfield

Printed Name

1/25/05

Date

CERTIFICATE OF MERGER

MERGING

Phalo Cable Corporation

a Delaware corporation

INTO

Cable Design Technologies Inc.

a Washington corporation

FILED
STATE OF WASHINGTON
AUG — 7 1995
RALPH MUNRO
SECRETARY OF STATE

In accordance with Section 23B.11.070 of the Business Corporation Act of the State of Washington

Cable Design Technologies Inc., a corporation duly organized and existing under and by virtue of the laws of the State of Washington (the “Corporation”), desiring to merge Phalo Cable Corporation, a Delaware corporation, with and into itself, pursuant to the provisions of Section 23B.11.070 of the Business Corporation Act of the State of Washington, DOES HEREBY CERTIFY as follows:

FIRST: The name and the state of incorporation of each of the constituent corporations of the merger (the “Merger”) are as follows:

Name	State of Incorporation
Phalo Cable Corporation	Delaware
Cable Design Technologies Inc.	Washington

SECOND: An Agreement and Plan of Merger between the parties to the Merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of Section 23B.11.010 of the Business Corporation Act of the State of Washington.

THIRD: The name of the surviving corporation of the Merger is Cable Design Technologies Inc. (the “Surviving Corporation”).

FOURTH: Anything herein or elsewhere to the contrary notwithstanding, this Merger may be amended or terminated and abandoned by the Board of Directors of the Surviving Corporation at any time prior to the date of filing the Certificate of Merger with the Secretary of State of Washington.

FIFTH: The Certificate of Incorporation of the Surviving Corporation shall be the Certificate of Incorporation of the Surviving Corporation.

SIXTH: The executed Agreement and Plan of Merger is on file at the principal place of business of the Surviving Corporation. The address of the principal place of business of the Surviving Corporation is: Foster Plaza 7, 661 Andersen Drive, Pittsburgh, PA 15201.

SEVENTH A copy of the Agreement and Plan of Merger will be furnished by the Surviving Corporation, on request and without cost to any stockholder of any constituent corporation.

EIGHTH: The Merger shall be effective upon the filing with the Secretary of State of Washington.

IN WITNESS WHEREOF, the undersigned, for the purpose of effectuating the Merger of the constituent corporations, pursuant to the Business Corporation Act of the State of Washington, under penalties of perjury do

hereby declare and certify that this is the act and deed of the Corporation and the facts contained herein are true and accordingly have hereunto signed this Certificate of Merger as of this 31 day of July, 1995.

Cable Design Technologies Inc.
By:	/s/ Ken Hale
Name:	Ken Hale
Title:	Vice President

AGREEMENT AND PLAN OF MERGER

This Agreement and Plan of Merger dated as of July 31, 1995, between Phalo Cable Corporation, a Delaware corporation (“Phalo”), and Cable Design Technologies Inc., a Washington corporation (“CDT”) (Phalo and CDT collectively shall be the “Constituent Corporations”).

WHEREAS, Phalo is a corporation duly organized and existing under the laws of the State of Delaware with an authorized capital stock of 1,000 shares of common stock, without par value, (the “Phalo Common Stock”) of which 100 shares of the Phalo Common Stock are issued and outstanding as of the date of this Agreement;

WHEREAS, CDT is a corporation duly organized and existing under the laws of the State of Washington with an authorized capital stock of 1000 shares of common stock, with a par value of $1.00 per share, (the “CDT Common Stock”) of which 1000 shares of the CDT Common Stock are issued and outstanding as of the date of this Agreement;

WHEREAS, the respective board of directors of each of the Constituent Corporations have determined that it is in each of their best interests to effect certain exchanges and other transactions described in this Agreement, that Phalo merge with and into CDT with CDT being the surviving corporation, and that the directors and stockholders of each of the Constituent Corporations have approved the merger on the terms and conditions set forth herein in accordance with the applicable provisions of the laws of the State of Washington;

NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereby agree that, in accordance with the applicable statutes of the State of Washington, Phalo shall be merged into CDT, with CDT being the surviving corporation, and that the terms and conditions of such merger (the “Merger”), the mode of carrying it into effect and the manner and basis of converting the shares effected by the Merger shall be as follows:

1. The Merger. Upon the terms and conditions hereinafter set forth and in accordance with the Business Corporation Act of Washington on the day of the Effective Time, Phalo shall be merged with and into CDT and thereupon the separate existence of Phalo shall cease, and CDT, as the surviving corporation (the “Surviving Corporation”), shall continue to exist under and be governed by the Business Corporation Act of the State of Washington.

2. Filing. Phalo and CDT will cause the Certificate of Merger, in compliance with the provisions of applicable law to be executed and filed with the Secretary of State of Washington (the “Certificate of Merger”).

3. Effective Date of Merger. The Merger shall become effective immediately upon the filing of the Certificate of Merger with the Secretary of State of Washington (the “Effective Time”).

4. Certificate of Incorporation and By-laws. At the Effective Time, the Certificate of Incorporation of CDT shall be the Certificate of Incorporation of the Surviving Corporation. The by-laws of CDT shall be the by-laws of the Surviving Corporation,

5. Directors and Officers. The persons who are directors of CDT immediately prior to the Effective Time shall, after the Effective Time, serve as the directors of the Surviving Corporation, and the officers of CDT immediately prior to the Effective Time shall, after the Effective Time, serve as the officers of the Surviving Corporation; in each case, such directors and officers to serve until their successors have been duly elected and qualified in accordance with the Certificate of Incorporation and the by-laws of the Surviving Corporation, respectively.

6. Conversion. At the Effective Time, by virtue of the Merger and without any action on the part of the holders of the Phalo Common Stock, each share of the Phalo Common Stock, which is issued and outstanding immediately prior to the Effective Time, shall be cancelled and shall reflect no interest in the surviving corporation.

7. Effect of Merger. On and after the Effective Time, the Surviving Corporation shall possess all the assets of every description, and every interest in the assets, wherever located, and the rights, privileges, immunities, powers, franchises and authority, of a public as well as a private nature, of each of Phalo and CDT and all obligations belonging to or due to each of Phalo and CDT, all of which vested in the Surviving Corporation without further act or deed. The Surviving Corporation shall be liable for all the obligations of Phalo and CDT; any claim existing, or action or proceeding pending, by or against Phalo or CDT may be prosecuted to judgment, with right of appeal, as if the Merger had not taken place, or the Surviving Corporation may be substituted in its place; and all the rights of creditors of each of Phalo and CDT shall be preserved unimpaired.

* * * * *

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above.

Phalo Cable Corporation
By:	/s/ Ken Hale
Name:	Ken Hale
Title:	Vice President
Attest:
By:	/s/ Patrick J. Walsh
Name:	Patrick J. Walsh
Title:	Director of Tax
Cable Design Technologies Inc.
By:	/s/ Paul M. Olson
Name:	Paul M. Olson
Title:	President/C.E.O.
Attest:
By:	/s/ Daniel C. Meyer
Name:	Daniel C. Meyer
Title:	Corp. Controller

ARTICLES OF AMENDMENT

OF THE

ARTICLES OF INCORPORATION

OF

INTERCOLE INC.

FILED
STATE OF WASHINGTON
SEP 28 1992
RALPH MUNRO
SECRETARY OF STATE

Adopted in accordance with the provisions of Sections 23B.10.010 and 23B.10.060 of the Washington Business Corporation Act

Paul M. Olson and Kenneth O. Hale, being the President and Secretary respectively of Intercole Inc., a corporation existing under the laws of the State of Washington (the “Corporation”), do hereby certify as follows:

FIRST: The Articles of Incorporation of the Corporation (the “Articles of Incorporation”) is hereby amended by amending Article 1. in its entirety to read as follows:

“ARTICLE 1. NAME

The name of the Corporation is Cable Design Technologies Inc.”

SECOND: That the Board of Directors of the Corporation approved the foregoing amendment in accordance with Section 23B.10.030 of the Washington Business Corporation Act on September 14th, 1992. The foregoing amendment does not require shareholder action.

IN WITNESS WHEREOF, the undersigned, being the President and Secretary hereinabove named, for the purpose of amending the Articles of Incorporation of the Corporation pursuant to the Washington Business Corporation Act, under penalties of perjury do each hereby declare and certify that this is the act and deed of the Corporation and the facts stated herein are true, and accordingly have hereunto signed this Articles of Amendment of Articles of Incorporation this 14th day of September, 1992.

INTERCOLE INC.
By:	/s/ Paul M. Olson
Paul M. Olson
President
ATTEST:
By:	/s/ Kenneth O. Hale
Kenneth O. Hale
Secretary

ARTICLES OF MERGER

MONTROSE ACQUISITION CORPORATION

AND

INTERCOLE INC.

FILED
JAN 26 1989
SECRETARY OF STATE
STATE OF WASHINGTON

Pursuant to the provisions of RCW 23A.20.050, the following Articles of Merger are executed in duplicate for the purpose of merging Montrose Acquisition Corporation, a Delaware corporation (the “Subsidiary Corporation”), into Intercole Inc., a Washington corporation (the “Surviving Corporation”).

1. The Agreement and Plan of Merger is attached hereto as Exhibit A.

2. The number of outstanding shares of each class of the Subsidiary Corporation and the number of such shares of each class owned by the Surviving Corporation are as follows:

		Number of Shares of Subsidiary
	Number of Shares of Subsidiary	Corporation Owned by Surviving
Class	Corporation Outstanding	Corporation
Common	1,000	1,000

3. A copy of the Agreement and Plan of Merger was delivered to the sole shareholder of the Subsidiary Corporation on January 25, 1989, and a waiver of the thirty-day time period prescribed by RCW 23A.20.050(4) is attached hereto as Exhibit B.

Dated: January 25, 1989

INTERCOLE INC.
By	/s/ Paul M. Olson
Paul M. Olson, President

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made January 25, 1989, by and between Montrose Acquisition Corporation, a Delaware corporation (“Montrose”) and Intercole Inc., a Washington corporation (“Intercole”). Montrose and Intercole are sometimes collectively referred to in this Agreement as the “Constituent Corporations.”

RECITALS

A. Montrose is a corporation organized and existing under the laws of the State of Delaware, with its principal office in Washington, Pennsylvania.

B. Intercole is a corporation organized and existing under the laws of the State of Washington, with its principal office in Washington, Pennsylvania.

C. The authorized capital stock of Montrose consists of 100,000 shares of common stock having a par value of $.01 per share, of which 1,000 shares have been duly issued and are outstanding on the date hereof.

D. The authorized capital stock of Intercole consists of 1,000 shares of common stock having a par value of $1.00 per share, all of which shares have been duly issued and are outstanding on the date hereof and 20,000 shares of cumulative redeemable preferred stock having a par value of $1.00 per share, all of which shares have been duly issued and are outstanding on the date hereof.

E. Montrose and Intercole deem it advisable and in the best interests of each corporation that Montrose be merged into Intercole as authorized by the laws of the State of Washington and of the State of Delaware and pursuant to the terms and conditions of this Agreement.

AGREEMENTS

In consideration of the foregoing recitals and of the covenants and agreements hereinafter set forth and for the purpose of prescribing the terms and conditions of such merger, the parties agree as follows:

1. Merger. Montrose shall be merged into Intercole (hereinafter sometimes called the “Surviving Corporation”) pursuant to the applicable provisions of the Washington Business Corporation Act, the Delaware General Corporation Law and in accordance with the terms and conditions of this Agreement. Upon completion of the following events:

(a) the approval of the plan of merger as stated herein by the Board of Directors of each of each of the Constituent Corporations,

(b) the execution in duplicate by Intercole of Articles of Merger incorporating this Agreement and the filing of such Articles of Merger by the Secretary of State of the State of Washington, and

(c) the execution in duplicate by Intercole of a Certificate of Merger referencing this Agreement and the filing of such Certificate of Merger by the Secretary of State of the State of Delaware.

the merger shall become effective at 11:59 p.m., Eastern time, on January 27, 1989, and such date shall be the “date of the merger” as that phrase is used herein.

2. Articles of Incorporation. The Articles of Incorporation of Intercole in effect on the date of the merger shall be the Articles of Incorporation of the Surviving Corporation until the same shall be further altered, amended or repealed as therein provided.

3. Bylaws. The Bylaws of Intercole in effect on the date of the merger shall be and remain the Bylaws of the Surviving Corporation until the same shall be altered, amended or repealed as therein provided.

4. Directors and Officers. The directors and officers of Intercole shall be the directors and officers of the Surviving Corporation on the date of the merger and shall hold office in accordance with and subject to the Articles of Incorporation and Bylaws of the Surviving Corporation.

5. Conversion of Shares. Concurrently with the consummation of the merger contemplated herein, all of the outstanding shares of common stock of Montrose shall be cancelled and the sole shareholder thereof shall receive in conversion and exchange for such outstanding shares all of the property and assets of Montrose.

6. Rights, Duties, Powers, Liabilities, Etc. On the date of the merger, the separate existence of Montrose shall cease, and Montrose shall be merged in accordance with the provisions of this Agreement into the Surviving Corporation which shall possess all the properties and assets, and all the rights, privileges, powers, immunities and franchises, of whatever nature and description, and shall be subject to all restrictions, disabilities, duties and liabilities, of each of the Constituent Corporations; and all such things shall be taken and deemed to be transferred to and vested in the Surviving Corporation without further act or deed; and the title to any real estate, or any interest therein, vested by deed or otherwise in any of the Constituent Corporations, shall not revert or be in any way impaired by reason of such merger, but shall pass to and be owned by the Surviving Corporation without further act or deed. Any claim existing or action or proceeding, whether civil, criminal or administrative, pending by or against any Constituent Corporation, may be prosecuted to judgment or decree as if such merger had not taken place, and the Surviving Corporation may be substituted in any such action or proceeding.

7. Implementation.

(a) Each of the Constituent Corporations hereby agrees that at any time or from time to time as and when requested by the Surviving Corporation, or by its successors or assigns, it will so far as it is legally able, execute and deliver, or cause to be executed and delivered in its name by its last acting officers, or by the corresponding officers of the Surviving Corporation, each of whom is hereby irrevocably appointed as attorney-in-fact for such purposes, all such conveyances, assignments, transfers, deeds or other instruments, and will take or cause to be taken such further or other actions as the Surviving Corporation, its successors or assigns, may deem necessary or desirable in order to evidence the transfer, vesting and devolution of any property, right, privilege, power, immunity or franchise to vest or perfect in or confirm to the Surviving Corporation, its successors or assigns, title to and possession of all the property, rights, privileges, powers, immunities, franchises and interests referred to in this Agreement and otherwise to carry out the intent and purposes hereof.

(b) Each of the Constituent Corporations shall take, or cause to be taken, all action or do, or cause to be done, all things necessary, proper or advisable under the laws of the State of Washington and the laws of the State of Delaware to consummate and make effective the merger.

8. Capital. On the date of the merger, the outstanding shares of capital stock of the Surviving Corporation shall continue unchanged.

9. Termination. This Agreement may be terminated for any reason at any time before (a) the filing of Articles of Merger by the Secretary of State of the State of Washington and (b) the filing of a Certificate of Merger by the Secretary of State of the State of Delaware, by resolution of the Board of Directors of each of the Constituent Corporations, for any reason deemed appropriate by them.

10. Amendment. This Agreement may, to the extent permitted by law, be amended, supplemented or interpreted at any time by action taken by the Board of Directors of each of the Constituent Corporations.

Dated this 25th day of January, 1989.

MONTROSE ACQUISITION CORPORATION
By	/s/ Paul M. Olson
Paul M. Olson, President

ATTEST:

/s/ Kenneth O. Hale

Kenneth O. Hale

Assistant Secretary

INTERCOLE INC.
By	/s/ Paul M. Olson
Paul M. Olson, President

ATTEST:

/s/ Kenneth O. Hale

Kenneth O. Hale

Assistant Secretary

The undersigned hereby certifies that the foregoing Agreement and Plan of Merger was adopted by the Board of Directors of Intercole Inc. without any vote by the shareholders of Intercole Inc., pursuant to the provisions of Section 23A.20.050 of the Washington Business Corporation Act.

Date: January 25, 1989

/s/ Kenneth O. Hale

Kenneth O. Hale

Assistant Secretary of Intercole Inc.

The undersigned hereby certifies that the foregoing Agreement and Plan of Merger was adopted by the affirmative vote of the sole stockholder of Montrose Acquisition Corporation.

Date: January 25, 1989

/s/ Kenneth O. Hale

Kenneth O. Hale

Assistant Secretary of Montrose Acquisition Corporation

WAIVER

The undersigned, being the sole shareholder of Montrose Acquisition Corporation, a Delaware corporation, hereby waives its rights under Section 23A.20.050(4) of the Revised Code of Washington.

Dated this 25th day of January, 1989.

INTERCOLE INC.
By	/s/ Paul M. Olson
Paul M. Olson, President

ARTICLES OF MERGER

MERGING WEST PENN WIRE CORPORATION

WITH AND INTO

INTERCOLE INC.

FILED AUG 19 1988
SECRETARY OF STATE
STATE OF WASHINGTON

INTERCOLE INC., a Washington corporation (the “Corporation”), desiring to merge the foreign subsidiary corporation described in paragraph FIRST below pursuant to RCW 23A.20.050 does hereby certify as follows:

FIRST: That the Corporation owns one share of Common Stock, par value $.01 per share, which constitutes all of the issued and outstanding shares of capital stock of WEST PENN WIRE CORPORATION, a Pennsylvania corporation (the “Subsidiary”).

SECOND: That the Corporation shall be the surviving corporation.

THIRD: That a Plan of Merger, attached hereto and made a part hereof, was approved by the directors of the Corporation and the Subsidiary.

FOURTH: That the Corporation as sole shareholder of the Subsidiary, has waived its right to mailed notice of the Plan of Merger.

FIFTH: That the merger of the Subsidiary with and into the Corporation shall become effective upon the filing of these Articles of Merger with the Washington Secretary of State’s office.

IN WITNESS WHEREOF, the undersigned, being a duly elected and authorized officer of the Corporation, under penalties of perjury hereby declares and certifies that these Articles of Merger are the act and deed of the Corporation and the facts stated herein are true, and accordingly have hereunto signed these Articles of Merger this 12^th day of August, 1988.

INTERCOLE, INC.
BY:	/s/ Paul Olson
Paul Olson, President

PLAN OF MERGER

MERGING

WEST PENN WIRE CORPORATION

WITH AND INTO INTERCOLE INC.

ARTICLE FIRST

The names of the corporations proposing to merge are:

1.1 Intercole, a Washington Corporation (hereinafter referred to as “Intercole” or as the “Surviving Corporation”).

1.2 West Penn Wire Corporation, a Pennsylvania corporation and wholly-owned subsidiary of Intercole (the “Subsidiary”), with authorized capital stock consisting of 100 shares of Common Stock, par value $.01 per share, of which 1 share is issued to Intercole.

ARTICLE SECOND

On the Effective Date (as such term is hereinafter defined), the Subsidiary shall merge with and into Intercole which shall survive and shall continue after such merger to exist under and by virtue of the laws of the State of Washington. The corporate identity, existence, powers, franchises, rights and immunities of Intercole shall continue unaffected and unimpaired by the merger, and the corporate identity, existence, powers, franchises, rights and immunities of the Subsidiary shall be merged with and into the Surviving Corporation, and the Surviving Corporation shall be fully vested therewith. The separate existence of the Subsidiary, except insofar as it may be continued by reason of the laws of the State of Pennsylvania, shall cease upon the Effective Date of this Plan of Merger and thereupon the Subsidiary and the Surviving Corporation shall become a single corporation.

ARTICLE THIRD

The Articles of Incorporation of Intercole as the same shall exist immediately prior to the Effective Date shall be the Articles of Incorporation of the Surviving Corporation.

ARTICLE FOURTH

All of the issued and outstanding shares of stock of the Subsidiary are owned by Intercole. On the Effective Date, the issued and outstanding shares of the Subsidiary shall be deemed cancelled. The issued and outstanding shares of Intercole shall remain outstanding and unchanged and shall represent issued shares of the Surviving Corporation.

ARTICLE FIFTH

The By-Laws of Intercole as the same shall exist immediately prior to the Effective Date shall be the By-Laws of the Surviving Corporation.

ARTICLE SIXTH

The board of directors of Intercole immediately prior to the Effective Date shall be the board of directors of the Surviving Corporation.

ARTICLE SEVENTH

The officers of Intercole immediately prior to the Effective Date shall be the officers of the Surviving Corporation.

ARTICLE EIGHTH

The first annual meetings of the shareholders and board of directors of the Surviving Corporation held after the Effective Date shall be as provided in the By-Laws of Intercole.

ARTICLE NINTH

This Plan of Merger shall become effective on the date Articles of Merger are filed with the Washington Secretary of State (the “Effective Date”).

ARTICLE TENTH

Notwithstanding anything contained herein to the contrary, this Plan of Merger may be terminated and the proposed merger may be abandoned by the board of directors of Intercole or the board of directors of the Subsidiary at any time prior to the filing of the Articles of Merger, if any such board of directors should decide that the proposed merger would not be in the best interests of such corporation.

ARTICLE ELEVENTH

This Plan of Merger may be amended by agreement of the respective boards of directors of Intercole and the Subsidiary at any time prior to the filing of the Articles of Merger.

ARTICLE TWELFTH

On the Effective Date, the Surviving Corporation shall, without further act or transfer, succeed to and have all the assets, rights, privileges, immunities, powers, franchises, patents, trademarks, licenses, registrations and all property, real, personal and mixed, subject to all the debts, restrictions, disabilities, duties and other liabilities of the Subsidiary.

FILED JUL 14 1988
SECRETARY OF STATE
STATE OF WASHINGTON

ARTICLES OF MERGER

OF

IC ACQUISITION CORPORATION

INTO

INTERCOLE INC.

Pursuant to the provisions of RCW 23A.20.040, the following Articles of Merger are executed in duplicate for the purpose of merging IC Acquisition Corporation into Intercole Inc.:

FIRST: The names of the merging corporations are:

Name of Corporation	State of Incorporation
IC Acquisition Corporation	Washington
Intercole Inc.	Washington

SECOND: The name of the surviving corporation is Intercole Inc.

THIRD: The Agreement and Plan of Merger attached hereto was duly adopted by the board of directors of Intercole Inc. on July 11, 1988, and by the Board of Directors of IC Acquisition Corporation on July 13, 1988, and was thereafter approved by the shareholders of each of the corporations in the manner prescribed by the Washington Business Corporation Act.

FOURTH: As to each of the undersigned corporations, the number of shares outstanding on the record date for the determination of shareholders entitled to vote on the Agreement and Plan of Merger, and the designation and number of outstanding shares of each class entitled to vote as a class on such Agreement and Plan of Merger, are as follows:

Name of Corporation	Number of Shares Outstanding		Designation of Class
IC Acquisition Corporation		1,000	Common Stock
		0	Preferred Stock
Intercole Inc.		10,836	Common Stock
		17,500	Preferred Stock

FIFTH: As to each of the undersigned corporations, the total number of shares voted for and against such Agreement and Plan of Merger, respectively, and, as to each class entitled to vote thereon as a class, the number of shares of each class voted for and against such Agreement and Plan of Merger, respectively, are as follows:

					Number of Shares Entitled to vote as a class
			Total Shares
	Total Shares		Voted		Shares Voted			Shares Voted
Name of Corporation	Voted For		Against		For			Against
IC Acquisition Corporation		1,000		0		1,000	Common		0
						0	Preferred		0
Intercole Inc.		28,336		0		10,836	Common		0
						17,500	Preferred		0

IC ACQUISITION CORPORATION
By	/s/ Richard C. Tuttle
	Its President

INTERCOLE INC.
By	/s/ MFO Harris
Its Vice President

AGREEMENT AND PLAN OF MERGER

This AGREEMENT AND PLAN OF MERGER, dated as of July 14, 1988 is made by and among IC Acquisition Corporation, a Washington corporation (“Acquisition”), Intercole Inc. Washington corporation (“Acquisition”), Intercole Inc. , a Washington corporation (the “Company”), and The Northern Group, Inc. (“NGI”), a Washington corporation and Managing General Partner of Northern Investment Limited Partnership.

The persons listed in the “Capitalization Schedule” attached hereto (the “Shareholders”) own all of the issued and outstanding shares of the Company’s Common Stock, par value $1.00 per share (“Company Common Stock”), and Preferred Stock, par value $1.00 per share (“Company Preferred Stock”). The Boards of Directors of Acquisition and the Company deem advisable and in the best interests of each such corporation and their respective shareholders that Acquisition merge with and into the Company (the “Merger”) upon the terms and conditions set forth herein and in accordance with Chapter 23A.20 of the Washington Business Corporation Act (the “Washington Statute”). (Acquisition and the Company are hereinafter sometimes referred to as the “Constituent Corporations” and the Company, following the effectiveness of the Merger, as the “Surviving Corporation”.)

THEREFORE, in consideration of the mutual representations, warranties, covenants, agreements and conditions contained herein, and in order to set forth the terms and conditions of Merger and the mode of carrying the same into effect, the parties hereby agree as follows:

ARTICLE I

THE MERGER

1.01. The Merger. Subject to the terms and conditions hereof, at the Effective Time (as defined in Section 1.02 hereof), Acquisition shall be merged with and into the Company and the separate existence of Acquisition shall thereupon cease, and the Company, as the Surviving Corporation, shall continue to exist under and be governed by the Washington Statute.

1.02. Effective Time of the Merger. The Merger shall become effective on the Closing Date (as defined in Section 5.01 hereof) when properly executed Articles of Merger in substantially the form of Exhibit A attached hereto (the “Articles of Merger”) are duly filed with the Office of the Secretary of State of Washington and said Secretary of State issues a certificate of merger as provided in Chapter 23A.20.040 of the Washington Statute. When used in this Agreement, the term “Effective Time” shall mean the date and time at which the Articles of Merger are so filed.

1.03. Effect of Merger. At the Effective Time, the Constituent Corporations shall become a single corporation which shall be the Surviving Corporation. At such time, the separate existence of the Constituent Corporations shall cease and the Surviving Corporation shall have all the rights, privileges, immunities and powers and shall be subject to all the duties and liabilities of a corporation organized under the Washington Statute. The Surviving Corporation shall thereupon and thereafter possess all the rights, privileges, immunities and franchises, as well of a public as of a private nature, of each of the Constituent Corporations; and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all other choses in action, and all and every other interest of or belonging to or due to each of the Constituent Corporations, shall be taken and deemed to be transferred to and vested in such Surviving Corporation without further act or deed; and the title to any real estate, or any interest therein, vested in any of such Constituent Corporations shall not revert or be in any way impaired by reason of the Merger. The Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of each of the Constituent Corporations and any claim existing or action or proceeding pending by or against any of such Constituent Corporations may be prosecuted as if such Merger had not taken place, or the Surviving Corporation may be substituted in its place; neither the rights of creditors nor any liens upon the property of any such Constituent Corporations shall be impaired by the Merger.

1.04. Further Assurances. The Constituent Corporations agree that after the Effective Time the parties hereto shall execute and deliver all such deeds, assignments, assurances and other instruments, and do all acts necessary,

desirable or proper to vest, perfect or confirm title to property and rights of the Constituent Corporations in the Surviving Corporation and. otherwise carry out the purpose of this Agreement.

ARTICLE II

THE SURVIVING CORPORATION

2.01. Articles of Incorporation. The Articles of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the Articles of Incorporation of the Surviving Corporation immediately after the Effective Time, except that the Company’s Articles of Incorporation shall be amended as set forth in Exhibit B.

2.02. Bylaws. The Bylaws of the Company as in effect immediately prior to the Effective Time shall continue in effect without amendment and shall be the Bylaws of the Surviving Corporation immediately after the Effective Time.

2.03. Directors. The directors of Acquisition immediately prior to the Effective Time shall be the directors of the Surviving Corporation immediately after the Effective Time.

2.04. Officers. The officers of Acquisition immediately prior to the Effective Time shall he the officers of the Surviving Corporation immediately after the Effective Time.

ARTICLE III

CONVERSION OF SHARES

3.01. Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of any holder:

(a) Each issued and outstanding share of Acquisition’s Common Stock, par value $1.00 per share, shall be converted into one share of the Surviving Corporation’s Common Stock, par value $1.00 per share.

(b) Each issued and outstanding share of Acquisition’s Preferred Stock, par value $1.00 per share, shall be converted into one share of the Surviving Corporation’s Preferred Stock, par value $1.00 per share.

(c) Each issued and outstanding share of the Company Common Stock (other than Dissenting Shares, as hereinafter defined), excluding any such shares held in the treasury of the Company, shall be converted into the right to receive an amount equal to the Final Common Stock Purchase Price (as such term is defined in paragraph 4.02(a) below).

(d) Each issued and outstanding share of the Company Preferred Stock, excluding any such shares held in the treasury the Company, shall be converted into the right to receive an amount equal to $100.00.

(e) Each share of the Company Preferred Stock or Company Common Stock held in the treasury of the Company shall be cancelled, and no payment shall be made in respect thereof.

(f) The Company Common Stock and Company Preferred ck are sometimes collectively referred to herein as the “Company Securities.”

3.02. Dissenting Shares. Notwithstanding anything the contrary in this Agreement, shares of Company Securities which are outstanding immediately prior to the Effective Time and which are held by Shareholders who have filed an objection to the Merger at or prior to the meeting at which the Shareholders vote on the Merger and who shall not have voted such shares in favor of the Merger and who, within 10 days after the date on which such vote was taken, shall have delivered to the Company a written demand for payment of the fair value of such shares of Company Securities in the manner provided in the Washington Statute (“Dissenting Shares”) shall not be converted into or be exchangeable for the right to receive the consideration provided for in Section 3.01 of this

Agreement, but the holders thereof shall be entitled to payment of the fair value of such shares in accordance with the provisions of the Washington Statute (“Dissenters’ Rights”); provided that (a) if any holder of Dissenting Shares shall deliver a written withdrawal of such holder’s demand for the payment of the fair value of such shares (accompanied with the written approval of the Company) or (b) if any holder fails to establish such holder’s entitlement to the payment of the fair value of such shares as provided in the Washington Statute, then in any such case any such holder shall forfeit the right to the payment of the fair value of such shares, and such shares shall thereupon be deemed to have been converted into and to have become exchangeable for, as of the Effective Time, the right to receive the consideration provided in Section 3.01 of this Agreement, determined in accordance with Section 4.01.

3.03. No Further Transfers. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Company Securities shall thereafter be made.

ARTICLE IV

PAYMENT OF PURCHASE PRICE

4.01. Surrender of Shares for Payment.

(a) At the Closing (as defined in Section 5.01, each holder holder of Company Common Stock (other than Dissenting Shares) shall surrender the certificate or certificates representing such holder’s shares, duly endorsed in blank or accompanied by duly executed stock powers, in exchange for payment by the Surviving Corporation of an amount equal to the product of (i) the Estimated Common Stock Purchase Price Per Share (as such term is defined in paragraph 4.02(b) below) times (ii) the number of shares of Company Common Stock held by such holder as of the Effective Time. At the Closing, each holder of Company Preferred Stock shall surrender the certificate or certificates representing such holder’s shares, duly endorsed in blank or accompanied by duly executed stock powers, in exchange for payment by Acquisition of an amount equal to the product of (i) $100,00 times (ii) the number of shares of Company Preferred Stock held by such holder as of the Effective Time. Payment at the Closing for shares of Company Securities shall be made by wire transfer of funds to an account so designated by any such holder prior to the Closing or checks drawn on the Surviving Corporation’s account; provided that for certain Shareholders who have issued promissory notes to the Company (A) in connection with the exercise of certain options to acquire Company Common Stock (the “Option Notes”) and/or (B) in connection with the purchase of certain shares of Intercole Holding Corporation (the “Purchase Notes”), a portion of the payment for shares of Company Securities held by such Shareholders (in an amount equal to the principal amount and all accrued interest on the Option Notes and/or Purchase Notes) shall be made by the Surviving Corporation’s delivery of the cancelled Option Notes and/or Purchase Notes to such Shareholders.

(b) Immediately after the Effective Time, the Surviving Corporation will establish (i) a book entry account for each holder of Company Common Stock in an amount equal to such holder’s pro rata share of $750,000, based upon the number of shares of Company Common Stock held by such holder as of the Effective Time, and (ii) an escrow account (the “Escrow”) established pursuant to the terms and conditions of the Escrow Agreement by and among the Surviving Corporation, NGI, Golder, Thoma, Cressey Fund II and The Exchange National Bank (the “Escrow Agreement”) in an amount equal to $2,500,000 (which in addition to deposits made pursuant to Section 8.03 and other deposits by Golder, Thoma, Cressey Fund II shall be at least, in the aggregate, $4,500,000). Each account established pursuant to clause (i) above (but not clause (ii)) shall accrue simple interest from the Closing at the rate from time to time in effect in the Credit and Note Purchase Agreement dated the date hereof by and among Acquisition, Intercole Holding Corporation, The Prudential Insurance Company of America and Pruco Life Insurance Company for the Revolving Loans (as such term is defined therein) (the “Revolving Rate”). The amount of all accounts established pursuant to clause (i) above plus all accrued interest thereon is referred to herein as the “Holdback”. The Holdback will be available to satisfy (A) any amounts owing to the Surviving Corporation as a result of the determination of the Final. Common Stock Purchase Price Per Share pursuant to paragraph 4.01(c) below and (B) any amounts owing by the Shareholders with respect to the fees and expenses of the Selected Accounting Firm (as defined in paragraph 4.04(b)).

(c) As soon as practicable (but in no event later than five days) after the Estimated Final Common Stock Purchase Price Per Share (as such term is defined in Section 4.04 hereof) is determined pursuant to Section 4.04

below, the Surviving Corporation, in the event that the Estimated Common Stock Purchase Price Per Share exceeds the Estimated Final Common Stock Purchase Price Per Share, shall receive, in the manner described herein or the Surviving Corporation, in the event that the Estimated Final Common Stock Purchase Price Per Share exceeds the Estimated Common Stock Purchase Price Per Share, shall pay, in the manner described herein, the Shareholders an amount equal to the sum of (i) the product of (A) an amount equal to (x) the Estimated Final Common Stock Purchase Price Per Share minus (y) the Estimated Common Stock Purchase Price Per Share, times (B) the number of shares of Company Common Stock converted into the right to receive the Final Common Stock Purchase Price Per Share under the terms of this Agreement, plus (ii) simple interest computed on the amount determined pursuant to clause (i) above at the Revolving Rate from (and including) the Closing Date to (but not including) the date on which such amount is paid. Any amounts to be received by the Surviving Corporation pursuant to this paragraph (c) shall be paid first by a reduction in the Holdback and, if the Holdback has been reduced to zero, any excess amount owing to the Surviving Corporation shall be paid by delivery of immediately available funds from the Escrow to an account specified by the Surviving Corporation. Any amounts owing by the Surviving Corporation to the Shareholders pursuant to this paragraph (c) shall be paid by delivery by wire transfer of immediately available funds to accounts specified by the Shareholders pursuant to paragraph 4.01(a) hereof and/or checks drawn on the Surviving Corporation’s account,

4.02. Purchase Price Per Share.

(a) The “Final Common Stock Purchase Price Per Share” shall be the quotient determined by dividing (i) an amount equal to (A) $63, 293,051 minus (B) the amount, if any, which Working Capital (as such term is defined in Section 4.03 below and determined pursuant to paragraph 4.04(b) below) is less than $10,716,000, minus (C) the amount, if any, of all proceeds received by the Company or any Subsidiary (as such term is defined in Section 6.03 below) from the sale (or prepayment in the case of any promissory notes held by the Company or any Subsidiary), prior to the Effective Time, of any assets (including, but not limited to, such promissory notes) reflected as long-term assets on the Company’s unaudited, consolidated balance sheet attached hereto as Exhibit C (the “February Balance Sheet”) (provided that the proceeds of any sale of the Company’s airplane shall not be subtracted hereunder) (the “Asset Proceeds”, as determined pursuant to paragraph 4.04(b), below), minus (D) the amount of the Company’s and the Subsidiaries’ indebtedness (both principal and accrued interest) for borrowed money, purchase money indebtedness and capitalized lease obligations (including the long term and the current portion of such indebtedness) outstanding as of the Working Capital Adjustment Date (as defined in Section 4.03), and any prepayment penalties which would be incurred on any indebtedness (if such indebtedness were repaid at the Effective Time) (collectively, the “Closing Indebtedness”, as determined pursuant to paragraph 4.04(b) below), plus (E) any proceeds, including Option Notes, received by the Company upon exercise of any options to acquire Company Common Stock unless such proceeds were used to repay any Indebtedness for borrowed money, purchase money indebtedness or capitalized lease obligations so as to reduce the amount subtracted under preceding clause (D) (the “Option Proceeds”), plus (F) the aggregate distributions, if any, to the Shareholders (x) from the Holdback pursuant to Section 4.05 hereof, (y) from the Escrow pursuant to paragraphs 4(f)(iii) and 4(f)(iv) of the Escrow Agreement and (z) pursuant to Section 8.03 hereof, by (ii) the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time. For the purposes hereof, the “Estimated Final Common Stock Purchase Per Share” shall be the Final Common Stock Purchase Price Per Share less any amounts, if any, determined or to be determined pursuant to clause 4.02(a)(i)(F).

(b) The “Estimated Common Stock Purchase Price Per Share” shall be the quotient determined by dividing (i) an amount equal to (A) $63,293,051, minus (B) the amount, if any, by which an estimate of Working Capital as of the Effective Time, (“Estimated Working Capital,” as determined pursuant to paragraph 4.04(a) below) is less than $10,716,000, minus (C) an estimate of the Asset Proceeds (“Estimated Asset Proceeds”, as determined pursuant to paragraph 4.04(a) below), minus (D) an estimate of Closing Indebtedness (“Estimated Closing Indebtedness”, as determined pursuant to paragraph 4.04(a) below), plus (E) an estimate of the Option Proceeds (“Estimated Option Proceeds”, as determined pursuant to paragraph 4.04(a) below) by (ii) the number of shares of Company Common Stock issued and outstanding on the Closing Date immediately prior to the Effective Time.

4.03. Working Capital Definition. “Working Capital” shall be equal to the excess of the Company’s current assets (excluding (i) any proceeds received by the Company upon the exercise of any Options and (ii) any payments or accruals made by the Company with respect to Shareholders’ expenses and fees incurred in connection with the transactions contemplated herein) over its current liabilities (not including the current portion of the Company’s

indebtedness, principal and interest, for borrowed money, purchase money indebtedness and capitalized lease obligations, in each case determined as of the close of business on the Closing Date (the “Working Capital Adjustment Date”) in accordance with the same accounting principles used in preparing the February Balance Sheet. In determining Working Capital, all errors and omissions will be corrected and all adjustments will be made as if the Company’s fiscal year had ended as of the close of business on the Closing Date. Notwithstanding the foregoing, the calculation of Working Capital shall not include any changes in current assets or liabilities resulting from the consummation of the Merger. Notwithstanding the foregoing, the calculation of Working Capital shall be made without giving effect to any increase or decrease in any current asset or liability associated with any Tax Refund (as such term is defined in paragraph 8.03(b) hereof).

4.04. Procedure for Estimating and Determining Common Stock Purchase Price Per Share.

(a) For the purpose of determining the Estimated Common Stock Purchase Price Per Share, Acquisition and NGI (on behalf of the Shareholders) shall attempt in good faith to agree upon Estimated Working Capital, Estimated Asset Proceeds, Estimated Closing Indebtedness and Estimated Option Proceeds. If the parties cannot reach agreement as to the Estimated Working Capital, Estimated Asset Proceeds, Estimated Option Proceeds or Estimated Closing Indebtedness, such amounts shall be the amounts reflected on, or used in determining, the Company’s most recently available monthly balance sheet.

(b) For the purpose of determining the Final Common Stock Purchase Price Per Share, the Surviving Corporation will prepare and deliver to NGI (on behalf of the Shareholders), within five days of the Surviving Corporation’s receipt of its audited financial statements for its fiscal year ending July 31, 1988, a detailed statement for the Company as of the Working Capital Adjustment Date, setting forth the Surviving Corporation’s determination of Working Capital, Asset Proceeds, Closing Indebtedness and option Proceeds. For purposes of determining Working Capital, inventory shall be based on a physical inventory which will be taken as of July 31, 1988 and adjusted to the Closing Date based on the Company’s books and records. Within 30 day after the Surviving Corporation’s determination of Working Capital, Asset Proceeds, Closing Indebtedness and Opinion Proceeds. The Surviving Corporation and NCI will use reasonable efforts to resolve any disputes regarding the determination of such amounts, but if a final resolution is not obtained within 15 days after NGI has submitted its objections, any remaining disputes will be resolved by an independent accounting firm mutually agreeable to the Surviving Corporation and NGI; provided, however, if the Surviving Corporation and NGI are unable to mutually agree on such an accounting firm, a “big-eight” accounting firm will be selected by lot after eliminating one firm designated as objectionable by each of the Surviving Corporation and NGI (any accounting firm so selected or agreed upon shall be referred to herein as the “Selected Accounting Firm”). The determination of Working Capital, Asset Proceeds, Closing Indebtedness and Option Proceeds by the Selected Accounting Firm will be conclusive and binding upon the parties. The statement setting forth the final determination of Working Capital is referred to herein as the “Closing Balance Sheet.” The Surviving Corporation will allow NGI, its attorneys, accountants and representatives and the Selected Accounting Firm full access at reasonable hours to its premises, books, records and personnel in order to determine Working Capital, Asset proceeds, Closing Indebtedness and Option Proceeds. The fees and expenses of the Selected Accounting Firm shall be paid by the Surviving Corporation, but the Holdback shall be reduced by half of such fees and expenses, and, if the Holdback has been reduced to zero, half of such fees and expenses (less any portion thereof that reduced the Holdback) shall be paid to the Surviving Corporation by delivery of immediately available funds from the Escrow to an account specified by the Surviving Corporation.

4.05. Distribution of Holdback. The amount of the Holdback, if any, remaining after any reductions described in paragraphs 4.01(c), 4.04(b) and 9.01 shall be distributed to the Shareholders, pro rata on the basis of the number of shares of Company Common Stock held by such Shareholder as of the Effective Time, in immediately available funds, by wire transfer to the accounts specified In paragraph 4.01(a) and/or checks drawn on the Surviving Corporation’s account, as soon as practicable (but in no event later than five days) after the date the Closing Balance Sheet is finally determined pursuant to paragraph 4.04(b) hereof.

ARTICLE V

CLOSING

5.01. Time and Place. The closing of the transactions contemplated hereby (the “Closing”) shall take place immediately following the execution hereof at the offices of Kirkland & Ellis, 200 East Randolph, Chicago, Illinois 60601 (the “Closing Date”), or such other place or at such other time as Acquisition and NGI, on behalf of the Shareholders, may mutually agree upon for the Closing to take place.

5.02. Deliveries at Closing. At the Closing:

(a) The Company will deliver to Acquisition all of the following:

(i) certified copies of the resolutions of (A) the Company’s board of directors approving this Agreement and all other agreements and documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby, and (B) the Company’s stockholders, approving this Agreement and all other agreements and documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby;

(ii) an opinion, addressed to Acquisition and its financing parties and dated the Closing Date, of Perkins Cole, counsel to the Company, with respect to the matters set forth in Exhibit D attached hereto and in form and substance reasonably satisfactory to Acquisition; and

(iii) such other documents or instruments as Acquisition reasonably requests to effect the transactions contemplated hereby.

(b) Acquisition will deliver to NGI, on behalf of the Shareholders, all of the following:

(i) certified copies of the resolutions of (A) Acquisition’s board of directors approving this Agreement and all other transactions and agreements contemplated hereby and there by, and (B) Acquisition’s sole stockholder adopting this Agreement and approving the Merger;

(ii) an opinion, addressed to the Shareholders and dated the Closing Date, of Kirkland & Ellis, counsel to Acquisition, with respect to the matters set forth in Exhibit E attached hereto and in form and substance reasonably satisfactory to NGI (on behalf of the Shareholders); and

(iii) such other documents or instruments as NGI reasonably requests to effect the transactions contemplated hereby.

(c) Acquisition and the Company shall cause the Articles of Merger, along with appropriate officer certificates to be filed with the Washington Secretary of State in accordance with the Washington Statute, and shall take any and all other lawful actions, and do any other lawful things necessary to effect the Merger and to enable the Merger to become effective.

(d) The certificates for the Company Securities shall be surrendered in exchange for the consideration specified in Section 3.01 in accordance with the terms of Section 4.01.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES

OF THE COMPANY

As a material inducement to Acquisition to enter into and perform its obligations under this Agreement, the Company hereby represents and warrants to Acquisition that:

6.01. Organization and Qualification, etc. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Washington, and has all necessary corporate power and authority to own all of its properties and assets and to carry on its business as it is now being conducted. Except as set forth on the Qualification Schedule, the Company is duly qualified to do business and is in good standing in all jurisdictions in which its ownership of property or conduct of business requires it to qualify. The states in which the Company is duly qualified are set forth on the attached “Qualification Schedule.” The Company has all licenses, permits and authorizations the absence of which would not permit the Company to own and operate its properties, to carry on its business as now conducted and to carry out the transactions contemplated by this Agreement.

6.02 Capital Stock. The authorized capital stock of the Company consists of (a) 50,000 shares of Company Common Stock, of which 12,219 shares are issued and outstanding, and (b) 17,500 shares of Company Preferred Stock, all of which shares are issued and outstanding, in each case owned of record by the persons set forth on the Capitalization Schedule. All of the outstanding capital stock of the Company has been duly authorized and is validly issued, fully paid and nonassessable. The Company does not have outstanding any stock or securities convertible or exchangeable for any shares of its capital stock, nor does it have outstanding any rights or options to subscribe for or to purchase any capital stock or any stock or securities convertible into or exchangeable for any capital stock. Except as set forth on the Capitalization Schedule, there are no agreements or other obligations (contingent or otherwise) which may require the Company or any Subsidiary to repurchase or otherwise acquire any shares of its capital stock or other securities of the Company or any Subsidiary.

6.03. Subsidiaries. The attached “Subsidiary Schedule” correctly sets forth the name of each corporation of which the Company either directly or indirectly owns a majority of the capital stock entitled to vote generally in the election of directors of such corporation (each such corporation is referred to herein as a “Subsidiary”). The Subsidiary Schedule also sets forth the jurisdiction of each Subsidiary’s incorporation. Each Subsidiary is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, has all requisite corporate power and authority and all licenses, permits and authorizations the absence of which would not permit such Subsidiary to own its properties and to carry on its businesses as now being conducted. Except as set forth on the Subsidiary Schedule, each Subsidiary is duly qualified to do business and is in good standing in all jurisdictions in which its ownership of property or conduct of business requires it to qualify. The Subsidiaries are qualified to do business in the jurisdictions set forth in the Subsidiary Schedule. All of the outstanding shares of capital stock of each Subsidiary are validly issued, fully paid and nonasseseable, and, except as set forth on the Subsidiary Schedule or the Contracts Schedule, all such shares are owned by the Company or another Subsidiary free and clear of any lien, charge or encumbrance. Except as set forth on the Subsidiary Schedule, no Subsidiary has outstanding any shares of its stock or any securities convertible or exchangeable for any shares of its capital stock, nor does it have outstanding any rights or options to subscribe for or to purchase any of its capital stock or any stock or securities convertible into or exchangeable for any such capital stock. Except as set forth on the Subsidiary Schedule, neither the Company nor any Subsidiary owns any shares of stock or any other security or interest in any other person or other entity.

6.04. Authority Relative to Agreement. The Company has full corporate power and authority to execute and deliver this Agreement, the Articles of Merger and all other agreements contemplated hereby and to consummate the transactions contemplated hereby and thereby. The Company has taken all corporate proceedings (including any actions of the Company’s board of directors or stockholders) necessary to authorize (a) the execution and delivery of this Agreement, the Articles of Merger and all other agreements contemplated hereby and (b) the consummation of the transactions contemplated hereby and thereby. The Shareholders, by due and valid approval of this Agreement, have duly and validly appointed NGI as the Shareholders’ representative for the purposes of this Agreement and the Escrow Agreement and the transactions contemplated herein and therein and has the authority, on behalf of the Shareholders, to take all actions and to execute all documents (including but not limited to this Agreement) necessary to the consummation of the transactions contemplated hereby and thereby. This Agreement and the Escrow Agreement have been duly executed and delivered by the Company and NGI and are valid and binding agreements of the Company and NGI, enforceable against them in accordance with their respective terms, except as enforceability thereof may be limited by bankruptcy, insolvency, moratorium, and other similar laws affecting the enforcement of creditors’ rights generally, and except as such enforcement may be affected by general principles of equity, whether considered in a proceeding at law or in equity.

6.05. Consents and Approvals; No Violations. Except for (a) the filing of the Articles of Merger as required by the Washington Statute, (b) filings pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”), and (c) the consents set forth on the attached “Consents Schedule,” the execution and delivery of this Agreement and the Articles of Merger do not, and the consummation of the transactions contemplated hereby do not and will not: (i) violate any provision of the Articles of Incorporation or Bylaws of the Company or of any of the Subsidiaries; (ii) violate any statute, ordinance, rule, regulation, order or decree of any court or of any public, governmental or regulatory body, agency or authority applicable to the Company or any Subsidiary or by which the Company’s or any Subsidiary’s properties or assets may be bound; (iii) require any filing with, or permit from or, consent or approval of, or the giving of any notice to, any public, governmental or regulatory body, agency or authority the failure of which to obtain would have a material adverse effect upon the Company or any Subsidiary; or (iv) result in a material violation or breach of, or constitute (with or without the giving of notice or lapse of time or both) a material default (or give rise to any right of termination, cancellation or acceleration or result in the termination of any right) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, franchise, permit, agreement, lease or other instrument or obligation to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary or any of their respective properties or assets may be bound and which is material to the businesses of the Company or any Subsidiary.

6.06. Financial Statements. The Company has previously delivered to Acquisition the following financial statements:

(a) the audited consolidated balance sheets of the Company as of July 31, 1987 and 1986, and the related consolidated statements of income, shareholders’ equity and changes in financial position for the twelve-month periods then ended; and

(b) the unaudited consolidated balance sheet of the Company as of February 29, 1988 (as set forth in Exhibit C) and the related consolidated statement of income for the seven-month period then ended.

Each of the foregoing financial statements (i) has been based on information contained in the books and records of the Company and the Subsidiaries, and (ii) presents fairly the financial condition and results of operations of the Company and the Subsidiaries as of the times and for the periods referred to therein. The foregoing financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied and reflect adequate reserves for all known liabilities; provided that (except as set forth on the “Financial Statement Schedule”) the unaudited financial statements are subject to normal year-end adjustments, none of which would, alone or in the aggregate, be material.

6.07. Absence of Undisclosed Liabilities. As of the Closing, neither the Company nor any Subsidiary will have any obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due) arising out of transactions entered into at or prior to the Closing, or any action or inaction at or prior to the Closing, or any state of facts existing at or prior to the Closing (regardless of when any claims for such obligations or liabilities are asserted), including Taxes (as such term is defined in Section 6.11), with respect to or based upon transactions or events occurring at or prior to the Closing, except (a) obligations under contracts or commitments described on the “Contracts Schedule,” the “Lease Schedule” or the “Litigation Schedule” (each as defined herein), and obligations under contracts and commitments not required to be disclosed on such schedules, (b) liabilities reflected on the February Balance Sheet, (c) liabilities which have arisen after the date of the February Balance Sheet in the ordinary course of business, (d) liabilities arising out of facts otherwise expressly disclosed in this Agreement or the Schedules attached hereto and (e) other liabilities not exceeding $100,000 in the aggregate.

6.08. No Material Adverse Change. Except as set forth on the “Adverse Change Schedule,” since February 29, 1988, there has been no material adverse change in the financial condition, operating results or business prospects of the Company and its Subsidiaries taken as a whole, other than changes in the economy as a whole or changes which are applicable generally to the industries in which the Company or any Subsidiary is engaged in business.

6.09. Absence of Certain Developments. Except as met forth in the attached “Developments Scadu1e” or as otherwise contemplated by this Agreement, since February 29, 1988, neither the Company nor any Subsidiary has:

(a) redeemed or repurchased, directly or indirectly, any shares of it capital stock or declared or paid any dividends with respect to any shares of its capital stock;

(b) issued, sold or transferred any equity securities, securities convertible into equity securities, or warrants, options or other rights to acquire equity securities, or bonds or other securities (except pursuant to the exercise of any options, warrants or other rights exercisable for Company Common Stock set forth on the Capitalization Schedule);

(c) borrowed any amount or incurred or become subject to any material liabilities, except current liabilities incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business;

(d) discharged or satisfied any material lien or encumbrance or paid any material liability, other than current liabilities paid in the ordinary course of business;

(e) mortgaged, pledged or subjected to any lien, charge or any other encumbrance, any of its properties or assets, except for (1) liens for current taxes not yet due and payable and (ii) mechanics’, materialmen’s, carriers’, purchase money and other similar liens securing indebtedness that, in the aggregate, are less than $50,000, are not yet due and payable, and were incurred in the ordinary course of business;

(f) sold, assigned or transferred any of its material tangible assets, other than the Company’s airplane, except in the ordinary course of business, or cancelled without fair consideration any debts or claims;

(g) sold, assigned or transferred any patents, trademarks, trade names, copyrights, trade secrets or other intangible assets, or, to the best of the Company’s knowledge, disclosed any proprietary confidential information to any person not entitled to receive such information;

(h) suffered any extraordinary losses or waived any rights of material value;

(i) made any capital expenditures or any commitment therefore binding upon the Company in excess of $100,000 in the aggregate;

(j) entered into any other material transaction other than in the ordinary course of business;

(k) made any charitable or political contributions or pledges in excess of $50,000 in the aggregate; or

(1) suffered any material damage, destruction or casualty loss of its properties, whether or not covered by insurance.

6.10 Title to Properties.

(a) The Company and the Subsidiaries own good and marketable title to all of the real properties and assets (i) reflected on the February Balance Sheet (except for assets and properties sold by the Company or the Subsidiaries in the ordinary course of business since the date of the February Balance Sheet) or (ii) used in the conduct of the business of the Company or any of its Subsidiaries except as set forth on the “Real Estate Schedule” attached hereto.

(b) The real estate leases described on the Real Estate Schedule are in full force and effect, and the Company or a Subsidiary holds a valid and existing leasehold interest for the term under each of the leased set forth on the Real Estate Schedule. The real estate identified as leased on the Real Estate Schedule constitutes all of the real estate in which the Company or any Subsidiary holds a leasehold interest. Neither the Company nor any Subsidiary is in default, in any material respect, under nor has either the Company or any Subsidiary caused any person to have the enforceable right to terminate, accelerate performance under or otherwise modify (including upon the giving of notice or the passage of time) any of such leases.

(c) The Company and the Subsidiaries own good and marketable title to all of the personal property and assets reflected on the February Balance Sheet or acquired thereafter (except as disposed of in the ordinary course of business and except for any such property or assets leased by the Company or any Subsidiary described on the Lease Schedule), free and clear of all liens, charges, security interests and encumbrances, except as set forth on the February Balance Sheet or the “Title Exception Schedule” attached hereto and except for (i) liens of current taxes not yet due and payable and (ii) mechanics’, materialmen’s, carriers’, purchase money and other similar liens securing indebtedness that, in the aggregate, are less than $50,000, are not yet due and payable, and were incurred in the ordinary course of business.

(d) The Company and each Subsidiary has maintained, repaired and replaced its property and equipment as needed in the ordinary course of business. The Company and the Subsidiaries own or lease under valid leases all facilities, machinery, equipment and other tangible assets necessary for the conduct of the business of the Company and its Subsidiaries as presently conducted.

6.11. Tax Matters

(a) As used in this Agreement, the term “Tax” (or “Taxes” where applicable) shall mean any federal, state, local or foreign income, gross receipts, import, ad valorem, property, franchise, license, sales, use, withholding or other taxes or assessment, including any deficiency, penalty, addition to tax, interest, assessment or other charges imposed in connection with a tax.

(b) Except as set forth on the attached “Tax Schedule” (i) the Company and the Subsidiaries have timely filed all Tax returns which are required to be filed, and all such Tax returns are true and accurate in all material respects; (ii) all Taxes shown to be payable on such Tax returns have been paid or will be paid when due by the Company and the Subsidiaries; (iii) no deficiency for any material amount of Tax has been asserted or assessed by a Taxing authority against the Company or any Subsidiary; and (iv) neither the Company nor any Subsidiary has consented to extend the time in which any Tax may be assessed or collected by any Taxing authority.

(c) The Tax Audit Liability will not exceed $1,175,749. As used herein, the term “Tax Audit Liability” means the total amount paid by the Company or any of the Subsidiaries to any federal, state or local Taxing authority to resolve any Tax assessment or liability resulting directly or indirectly from the federal Tax audit of the Company, the Subsidiaries and the Company’s former subsidiaries for the 1980, 1981 and 1982 Tax years and certain other matters (as more particularly described in Exhibit F), regardless of the Tax years in which such Tax assessment or liability arises, including interest and penalties (other than interest accruing after the Effective Time on the first $1,175,749 of the Tax Audit Liability), but without taking into account any Tax Refund (as such term is defined in paragraph 8.03(b)).

6.12. Contracts and Commitments.

(a) Except as expressly contemplated by this Agreement or as set forth on the attached “Contracts Schedule or Lease Schedule neither the Company nor any Subsidiary is a party to any:

(i) contract for any bonus, pension, profit sharing, retirement, deferred compensation or any other employee benefit plan;

(ii) material contract with any labor union or for the employment of any officer, individual employee, or other person or entity on a full-time, part-time, consulting or other basis or agreement relating to loans to officers, directors or affiliates, other than advances in the ordinary course of business which is not terminable by the Company or any Subsidiary, as the case may be, without penalty within thirty days;

(iii) agreement or indenture relating to the borrowing y or to the mortgaging, pledging or otherwise explicitly placing a lien (other than as permitted pursuant to paragraph 6.10 hereof) on any asset or group of assets of the Company;

(iv) guarantee of any obligation for borrowed money;

(v) agreement with respect to the lending of funds;

(vi) lease or agreement under which it is lessee or holds or operates any personal property for which the annual rental exceeds $50,000;

(vii) lease or agreement under which it is lessor or permits any third party to hold or operate any property, real or personal for which the annual rental exceeds $50,000;

(viii) assignment, license, indemnification or agreement with respect to any form of intangible property, including, without limitation, any patent, trademark, trade name, copyright, know-how, trade secret or confidential information;

(ix) contract or group of related contracts with the same party for the purchase or sale of products or services under which the undelivered balance of such products and/or services has a selling price in excess of $100,000;

(x) contract which prohibits it from freely engaging in business anywhere in the world;

(xi) contract relating to the distribution, marketing or sales of its products, except such contracts which are terminable by the Company or any Subsidiary with no more than 30 days written notice and without penalty; or

(xii) other agreement material to the Company or any Subsidiary and not entered into in the ordinary course of business.

(b) Except as specifically disclosed :in the Contracts Schedule, to the best of the Company’s knowledge, the Company and the Subsidiaries have performed in all material respects all obligations required to be performed by any of them and are not in material default under or in material breach of nor in receipt of any claim of default or breach under any agreement, lease, contract, commitment or other agreement required to be disclosed on the Contracts Schedule to which any of them is a party; to the best of the Company’s knowledge, no event has occurred which with the passage of time or the giving of notice or both would result in a material default, breach or event of noncompliance under any such agreement; no contract or commitment material to the business of the Company or any Subsidiary has been cancelled by the other party thereto since February 29, 1988, and neither the Company nor any Subsidiary has any present expectation or intention of not fully performing all such material obligations and the Company does not have any actual knowledge of any breach or anticipated breach by the other parties to any such obligations.

6.13. Proprietary Rights.

(a) The attached “Proprietary Rights Schedule” sets forth a complete list of all patents, patent applications, trademarks, service marks, trade names, corporate names, copyrights (or any applications to register any of the foregoing) or any licenses to or from third parties with respect to any of the foregoing which are necessary to the conduct of the business of the Company and the Subsidiaries as presently conducted.

(b) Except as set forth on the Proprietary Rights Schedule, the Company and the Subsidiaries own and possess all right, title and interest in and to the proprietary rights set forth in the Proprietary Rights Schedule, and no claim by any third party contesting the validity or ownership of any proprietary rights set forth in the Proprietary Rights Schedule has been made, is currently outstanding, or, to the best of the Company’s knowledge, is threatened.

(c) Except as set forth on the “Litigation Schedule” (as defined below), neither the Company nor any Subsidiary has received any notice of, nor is any such entity aware of any material infringement or misappropriations by, or conflict with, any third party with respect to the proprietary rights set forth in the Proprietary Rights Schedule.

(d) Neither the Company nor any Subsidiary has infringed, misappropriated or otherwise conflicted in any material respect with any proprietary rights of any third parties, nor is the Company or any Subsidiary aware of any

material infringement, misappropriation or conflict which will occur as a result of the continued operations of the business of the Company and its Subsidiaries as now conducted.

(e) The transactions contemplated by this Agreement have no material adverse effect on the Company’s or any of Subsidiaries’ rights, titles and interests in and to any of the proprietary rights set forth in the Proprietary Rights Schedule. The Company and the Subsidiaries have taken all reasonable commercial efforts necessary to protect the proprietary rights set forth in the Proprietary Rights Schedule.

6.14. Litigation, etc. Except as set forth on the attached “Litigation Schedule” and “Tax Schedule”, there are no actions, suits, proceedings, orders, investigations or claims pending against the Company or any Subsidiary at law or in equity, or before or by any governmental department, commission, board, bureau, agency or instrumentality. Except as set forth on the Litigation Schedule, to the best of the Company’s knowledge, there are no actions, suits, proceedings, orders, investigations or claims threatened against or affecting the Company or any Subsidiary at law or in equity, or before or by any governmental department, commission, board, bureau, agency or instrumentality which, if adversely determined, could reasonably be expected to result individually in a liability to the Company or any Subsidiary in excess of $100,000, which, if filed, is likely to result in a prayer for relief or any similar claim in excess of $100,000 or which seeks to prohibit, restrict or delay the consummation of the Merger or to limit in any manner the right of Acquisition’s shareholder to exercise its rights hereunder as shareholder of the Surviving Corporation or limit the conduct of the business of the Surviving Corporation or any of the Subsidiaries after the Closing Date. There are no arbitration proceedings pending against the Company or any of its Subsidiaries under collective bargaining agreements or otherwise. To the best of the Company’s knowledge, there are no governmental inquiries relating to the Company or any of its Subsidiaries (including inquiries as to the qualification of the Company and the Subsidiaries to hold or receive any license or permit); and except as set forth on the Qualification Schedule, Litigation Schedule or Subsidiary Schedule, to the best of the Company’s knowledge, there is no basis for any such government inquiry.

6.15. Insurance. The “Insurance Schedule” attached hereto contains a true and correct list and brief description of the policies of fire, liability and other forms of insurance currently maintained by the Company or any Subsidiary. Except as set forth on the Insurance Schedule, all of such insurance policies are in full force and effect, and neither the Company nor any Subsidiary is in material default with respect to any of their respective obligations under any of such insurance policies, has received any notification of cancellation of any such insurance policies.

6.16. Compliance with Laws; Permits; Certain Operations.

(a) Except as set forth in the “Compliance Schedule,” the Company and the Subsidiaries in compliance in all material respects with all laws and regulations applicable to the Company and its Subsidiaries and their respective properties and assets, including, without limitation, any zoning and other relating to the operation and ownership of the Company’s or Subsidiaries’ properties, all laws relating to the employment of labor (including provisions thereof relating to wages, hours, equal opportunity, collective bargaining and the payment of social security and other Taxes) and all laws, orders, codes, plans, decrees and judgments applicable to the Company and its Subsidiaries.

(b) Except as set forth in the “Compliance Schedule,” the Company and the Subsidiaries have obtained all permits, licenses and other authorizations which are required of them under federal, state and local laws relating to public health and safety, worker health and safety and pollution or protection of the environment, including laws relating to emissions, discharges, releases or threatened releases of pollutants, contaminants or hazardous or toxic materials or wastes into ambient air, surface water, ground water, or land, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling of pollutants, contaminants or hazardous or toxic materials or wastes and the failure with which to comply would have a material adverse effect upon the Company or any Subsidiary. The Company and the Subsidiaries are in compliance in all material respects with all material terms and conditions of such permits, licenses and authorizations. No facts, events or conditions interfere with or prevent continued compliance in all material respects by the Company or any Subsidiary with, or give rise to any material common law or legal liability of the Company or any Subsidiary under any law or regulation, related to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling, or the emission, discharge, release or threatened release into the environment of any pollutant, contaminant, or hazardous or toxic material or waste.

6.17. Governmental Consent, etc. Other than (a) the filing of the Articles of Merger and related merger documents required by the Washington Statute, (b) filings required under the HSR Act and (c) as set forth on the “Governmental Consent Schedule” attached hereto, no material permit, consent, approval or authorization of, or declaration to or filing with, any governmental or regulatory authority s required in connection with the execution, delivery or performance of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby.

6.18. Employees. There are no outstanding unfair labor practices or grievances against the Company or any Subsidiary pending and there are no contract arbitrations pending against the Company or any of the Subsidiaries.

6.19. Employee Benefit Plans.

(a) Except as provided on the “Employee Benefit Plans Schedule,” the Company neither maintains nor contributes to any (i) qualified or nonqualified deferred compensation or retirement plans or arrangements which are “employee pension benefit plans,” as defined in Section 3(2) of ERISA (including rnultiemployer plans, as defined in Section 3(37) of ERISA) (collectively referred to as the “Employee Pension Plans”) or (ii) employee welfare benefit plans, as defined in Section 3(1) of ERISA, or material fringe benefit plans or program (the “Employee Welfare Plans”). The Company neither maintains nor contributes to any Employee Welfare Plan which provides health, accident or life insurance benefits to former employees or their dependants.

(b) Except as noted on the Employee Benefit Plans Schedule, the Employee Pension Plans and Employee Welfare Plans (and related trusts and insurance contracts) comply in form and in operation in all material respects with their terms and with all material requirements of the currently applicable requirements of ERISA, the Internal Revenue Code of 1986 (the “Code”) and the Age Discrimination in Employment Act of 1967, as amended: the Employee Pension Plans which are qualified employee pension benefit plans meet the requirements of “qualified plans” under Section 401(a) of the Code, and each such Employee Pension Plan has received, within the last two years, a favorable determination letter from the Internal Revenue Service.

(c) Except as noted on the Employee Benefit Plans Schedule, all required reports and descriptions (including Form 5500 Annual Reports, summary annual reports, PBGC-1’s, summary plan descriptions and benefit statements) have been appropriately filed with the proper government agency or distributed to participants, and the Company has complied with all material requirements of Section 162(k) of the Code. With respect to the West Penn Wire Corporation Profit Sharing Plan, all plan provisions and amendments thereto have been communicated to all employees and each employee who has requested a summary plan description has been furnished with one.

(d) With respect to each Employee Pension Plan, all contributions which Are due for all benefits earned and other liabilities accrued through February 29, 1968 determined in accordance with the term of such Plans, ERISA and the Code (including all employer contributions and employee salary reduction contributions), have been paid to sued Employee Pension Plan or to the extent unpaid are reflected on the February Balance Sheet, and, with respect to the Employee Welfare Plans, all premiums or other payments which are due have been paid or to the extent: unpaid are reflected on the February Balance Sheet.

(e) With respect to each Employee Pension Plan subject to Title IV of ERISA, other than any multiemployer plan, the market value of assets under each such Employee Pension Plan as of February 29, 1988 equals or exceeds the present value of liabilities thereunder as of such date, determined on an ongoing plan basis by the independent enrolled actuary for such Plan; no such Employee Pension Plan has been completely or partially terminated nor has it been the subject of a “reportable event” as that term is defined in Section 4043 of ERISA and regulations issued thereunder; and no proceeding by the Pension Benefit Guaranty Corporation (“PBGC”) to terminate any such Employee Pension Plan has been instituted or threatened and no grounds for any such proceeding exists. The Company has neither incurred, nor expects to incur, any liability to the PBGC or otherwise under Title IV of ERISA with respect to any Employee Pension Plan, or with respect to any employee pension benefit plan currently or previously maintained by the Company that has not been satisfied in full, and no condition exists that presents a material risk to the Company of incurring a liability under such Title, other than liability for premiums due the PBGC which have been paid in full when due.

(f) With respect to each Employee Pension Plan and each Employee Welfare Plan, (i) there have been no prohibited transactions as defined in Section 406 of ERISA or Section 4975 of the Code, (ii) neither the Company nor, to the Company’s notice or knowledge, any fiduciary (as defined in Section 3(21) of ERISA) has any liability for breach of fiduciary duty or any other failure to act or comply with the terms of such Plan and all applicable statutes and regulations and interpretations issued thereunder in connection with the administration of, or investment of the assets of, such Plan and (iii) the Company has no knowledge of any actions, investigations, suite or claims with respect to such Plan or the assets thereof (other than routine claims for benefits) which are pending or threatened and the Company has no knowledge of any facts which would give rise to, or could reasonably be expected to give rise to, any such material actions, suits or claims.

(g) No waiver from the minimum funding requirements of Sections 302 of ERISA and 412 of the Code has been obtained, applied for or is contemplated with respect to any Employee Pension Plan.

(h) For purposes of this Section 6.19, “Company” means all members of the controlled group of corporations, affiliated service group, or group under common control (as defined in Section 414 of the Code) which includes the Company.

6.20. Insider Interests. To the best of the Company’s knowledge, and except as set forth on the attached “Insider Interests Schedule,” no officer or director of the Company or any Subsidiary or any relative of such an officer or director has any agreement with the Company or any Subsidiary pertaining to or any interest in any property, real, personal or mixed, tangible or intangible, used in the business of the Company or any Subsidiary, except as a stockholder or employee.

6.21. Inventories. Except as set forth on the attached “Inventories Schedule,” all inventories of the Company or any Subsidiary as of the Closing Date, (i) will consist of materials and supplies of a quality and quantity which are usable or saleable in the ordinary course of its business (net of all reserves reflected on the Closing Balance Sheet), (ii) will, be owned by the Company or a Subsidiary free of any liens, claims, charges, encumbrances or security interests in favor of others, and (iii) will have been acquired by the Company or a Subsidiary only in bona fide transactions entered into in the ordinary course of business. None of such inventory will be held by the Company or any Subsidiary on consignment.

6.22. Accounts Receivable. As of the Closing Date, all of the accounts receivable of the Company or any Subsidiary, except as set forth on the “Accounts Receivable Schedule” attached hereto, will have arisen out of the sale of goods or services and will not be subject to any valid counterclaims or setoffs except as reserved therefore on the Closing Balance Sheet, and, to the best of the Company’s knowledge, such accounts receivable will be collectible in the ordinary course of business in the amounts recorded on the books of the Company and the Subsidiaries (net of allowances for doubtful accounts reflected on the Closing Balance Sheet). Except as set forth in the Contracts Schedule or the Title Exception Schedule, no person has any lien on such receivables or any part thereof, and no agreement for deduction, free goods, discount or other deferred price or quantity adjustment outside the ordinary course of the Company’s and the Subsidiaries’ respective businesses has been made with respect to any such receivables, except as will be reflected on the Closing Balance Sheet.

6.23. Brokerage. The Company has not, and the Subsidiaries have not, retained any broker or finder in connection with the transactions contemplated by this Agreement and no fee shall be payable by the Company or any Subsidiary with respect thereto.

6.24. Disclosure. Neither this Agreement nor any of the schedules, attachments or exhibits hereto contains any untrue statement of a material fact by the Company or omits a material act necessary to make the statements made by the Company, in light of the circumstances in which they were made, not misleading.

ARTICLE VII

REPRESENTATIONS AND WARRANTIES

OF ACQUISITION

As a material inducement to the Company and NGI behalf of the Shareholders) to enter into and perform the obligations under this Agreement, Acquisition represents and warrants the Company and the Shareholders that:

7.01. Organization, etc. Acquisition is a corporation duly organized, validly existing and in good standing under the laws of the State of Washington. Since its date of incorporation, Acquisition has not engaged in any activities of any nature except in connection with or as contemplated by this Agreement or with arranging the financing required on its part to consummate the Merger and the transactions contemplated hereby and thereby.

7.02. Authority Relative to Agreement. Acquisition has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated on its part hereby. The execution and delivery by Acquisition of this Agreement and the consummation by it of the transactions contemplated on its part hereby have been duly authorized by its board of directors and by its sole stockholder. No other corporate proceedings on Acquisition’s part or the part of its stockholder are necessary to authorize the execution and delivery of this Agreement by it or the consummation by it of the transactions contemplated on its part hereby. This Agreement has been duly executed and delivered by Acquisition and is a valid and binding agreement of Acquisition, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy or other laws affecting creditors’ rights generally and limitations on the availability of equitable remedies.

7.03. No Breach. Except for (i) the filing of the Articles of Merger, and other merger documents required under the Washington Statute, and (ii) the applicable requirements of the HSR Act, the execution, delivery and performance of this Agreement by Acquisition and the consummation of the transactions contemplated hereby and thereby do not and will not conflict with or result in any breach, in any material respects, of any of the provisions of, or constitute a material default under, result in a material violation of, or require any material authorization, consent, approval, exemption or other action by or notice to any court or other governmental body, under the provisions of the Articles of Incorporation or Bylaws of Acquisition or any indenture, mortgage, lease, loan agreement or other agreement or instrument to which Acquisition is bound or affected, or any law, statute, rule or regulation to which Acquisition is subject.

7.04. Litigation. There is no claim, action, suit or proceeding or, to the best of Acquisition’s knowledge, threatened against or affecting Acquisition at law or in equity, or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which might adversely affect, in any material respect, Acquisition’s performance under this Agreement or the consummation of the transactions contemplated hereby.

7.05. Brokerage. Acquisition has not retained any broker or finder in connection with the transactions contemplated by this Agreement and no fees shall be payable by Acquisition with respect thereto.

7.06. Due Diligence Investigation. Acquisition has been solely responsible for its own due diligence investigation of the Company, the Subsidiaries and the assets and properties of each of them and for its own analysis of the terms, merits and risks of the transactions contemplated hereby. Acquisition has been given an opportunity to request, and has requested, all information that it deems necessary to render a decision with respect to the transactions contemplated by this Agreement and has been given an opportunity to ask all questions it deems relevant to such decision. As of the date hereof, the directors of Acquisition have no actual knowledge of any facts which have caused any such director to conclude that the representations and warranties set forth in Article VI have been breached. Notwithstanding any implication to the contrary set forth in this Section 7.06, nothing in this Section 7.06 shall limit or be deemed to limit the effect of the representations and warranties set forth in Article VI hereof.

7.07. Disclosure. Neither this Agreement nor any of the schedules, attachments or exhibits hereto contains any untrue statement of a material fact by Acquisition or omits a material fact necessary to make the statements made by Acquisition, in light of the circumstances in which they were made, not misleading.

ARTICLE VIII

ADDITIONAL AGREEMENTS

8.01. Survival. All representations, warranties and agreements contained herein will survive the execution and delivery of thin Agreement and the Closing hereunder, regardless of any investigation made by Acquisition or on its behalf; provided that no action, suit or proceeding may be brought for indemnification pursuant to Section 8.02 below based upon a claim of breach of any provision hereof unless written notice of such claim is given by the Surviving Corporation to NCI (on behalf of the Shareholders) on or before April 30, 1989; provided further that notice of any claim for a breach of paragraph 6.11(c) may be made at any time prior to April 30, 1989 after the amount of the Tax Audit Liability is finally determined; provided further that claims may be made for a breach of paragraph 6.11(b) either against the Escrow (in which case notice of any such claim must be made on or before April 30, 1989) or against any Special Tax Refund (as defined at §8.03(c) below) which has not been delivered to the Shareholders (in which case notice of any such claim must be made prior to delivery of any such Special Tax Refund to the Shareholders.

8.02. Indemnification.

(a) The Surviving Corporation shall be indemnified against any loss, liability, damage and expense (including reasonable legal expenses and costs) which it may suffer, sustain, or become subject to, as a result of the breach by the Company of any representation, warranty, covenant or agreement contained in this Agreement or in any agreement entered into by the Company for the benefit of Acquisition or the Surviving Corporation in connection with the transactions contemplated by this Agreement; provided that the the Surviving Corporation shall not be indemnified for breaches herein or therein (other than for a breach of paragraph 6.11(c) hereof), unless the aggregate amount of all losses, liabilities, damages and expenses for such claims (other than for a breach of paragraph 6.11(c) hereof) exceeds $500,000 (the “Basket”); provided further that the Surviving Corporation’s sole remedy for any indemnification permitted hereunder shall be satisfied from and to the extent of the Escrow. In no event shall any Shareholder have any liability for any breach of this Agreement or any other agreement entered into by the Company for the benefit of Acquisition or the Surviving Corporation in connection with the transactions contemplated by this Agreement in excess of such Shareholder’s interest in the Escrow. For the purpose of determining (i) whether the Company has breached a representation or warranty set forth in Article VI hereof and (ii) the extent of any indemnification required herein, the materiality set forth in Article VI shall be excluded. Except with respect to a breach of paragraph 6.11(c) hereof, no claim for loss, liability, damage or expense submitted incurred by Acquisition or the Surviving Corporation shall be made (or set-off against the casket) unless any such individual loss, liability, damage or expense (or any group of losses, liabilities, damages or expenses arising out of the same facts, circumstances or conditions) exceeds $10,000. In no event shall the Surviving Corporation have any liability whatsoever for any breaches of the representations and warranties of the company, and the Company and the Shareholders shall in no event seek contribution from the Surviving Corporation for any of such breaches. For the purposes of this Article VIII, all damages shall be computed net of any insurance proceeds received which reduces the damages that would otherwise be sustained; provided that the damages shall include any increase in the Surviving Corporation’s insurance premiums arising as a result of the payment of any such insurance proceeds.

(b) The Surviving Corporation agrees to indemnify the Shareholders and to hold them harmless against any loss, liability, damage or expense (including reasonable legal expenses and costs) which they may suffer, sustain, or become subject to as a result of a breach by Acquisition of a representation, warranty, covenant or agreement contained in this Agreement or in any agreement entered into by Acquisition for the benefit of the Shareholders in connection with the transactions contemplated by this Agreement.

8.03. Tax Refunds.

(a) In the event that after the Closing Date and on or before April 1, 1989, the Surviving Corporation and its consolidated, combined and/or unitary group (its “Group”) receives one or more Tax Refunds, the Surviving

Corporation will deposit, or will cause to be deposited, such Tax Refunds into the Escrow to the extent that the Tax Refunds do not exceed an amount equal to the greater of $500,000 or the Net Stock Option Tax Benefit (as such term is defined in paragraph 8.03(b) below) in the aggregate and will promptly deliver, or cause to be delivered, the excess (if any) of the Tax Refund over the greater of $500,000 or the Net Stock Option Tax Benefit to the Shareholders, pro rata based upon their ownership of the Company Common stock immediately prior to the Effective Time. In the event that., after April 1, 1989 the Surviving Corporation and its Group receive one or more Tax Refunds, the Surviving Corporation will promptly pay, or cause to he paid the amount of such Tax Refunds in the following manner: (i) first, to Golder, Thoma, Cressey Fund II (“GTC”) an amount (the “GTC Tax Refund Amount”) equal to (A) the amount deposited in the Escrow by GTC pursuant to paragraph 2(b) of the Escrow Agreement, minus (B) the amount (if any) which was theretofore distributed to GTC pursuant to paragraph 4(f)(ii) of the Escrow Agreement, minus (C) the amount, if any, which was theretofore distributed to GTC pursuant to this clause (i), plus (D) 10% interest (accrued on a daily basis, but compounded annually) on the Net GTC Exposure (as hereinafter defined), and (ii) second, to the Shareholders (pro rata based upon their ownership of the Company Common Stock immediately prior to the Effective Time) the remainder, if any, of the Tax Refund. The “Net GTC Exposure” as of any date means, as of such date, the amount referred to in clause (A) above, minus the amount referred to in such clause (B) above, minus the amount referred to in clause (C) above.

(b) As used herein, the term “Tax Refund” means any refund of Taxes previously paid by the Company or any actual reduction of Taxes that would have otherwise been due by the Surviving Corporation arising out of (i) deductions for the payment of additional interest and state and local income Taxes arising out of the Tax Audit Liability (other than deductions for interest accruing after the Effective Time on the first $1,175,749 of the Tax Audit Liability), (ii) the proposed amendment to the Company’s federal and state income tax returns to claim a capital loss which is estimated to result in a tax reduction or refund in the approximate amount of $500,000 on the sale of Intercole Bolling Corporation and (iii) the Net Stock Option Tax Benefit. As used herein, the term “Net Stock Option Tax Benefit” means the amount (if any) by which any refunds of Taxes previously paid by the Company or any actual reduction of Taxes that would have otherwise been due by the Surviving Corporation with respect to Tax periods ending on or before July 31, 1989, arising out of the exercise of, or the disposition of shares acquired as the result of the exercise of, options disclosed on the “Options Schedule” attached hereto exceeds $340,000. An actual reduction of such Taxes (other than any refund of Taxes previously paid by the Company) for the purpose of determining a Tax Refund will be deemed to occur in an amount equal to the difference between (A) the Taxes of the Surviving Corporation and its Group determined by taking into account the Tax deductions and losses referred to in clause (i), (ii) or (iii) and (B) the Taxes which the Surviving Corporation and its Group would have been required to pay without regard to such deductions or losses. Notwithstanding the foregoing, if the Surviving Corporation and its Group has not actually received a reduction in its Taxes on or before April 30, 1989 as a result of the deductions referred to in clause above, the Surviving Corporation and its Group will he doomed to have received such a reduction, calculated in accordance with the preceding sentence, as a result of the deductions referred to in clause (i) above if the Tax Audit Liability has been finally approved by the Internal Revenue Service, but only to the extent that the Surviving Corporation’s auditors advise the Surviving Corporation in writing that such deductions will either reduce the Surviving Corporation’s and its Group’s Taxes for the Tax year ending July 31, 1989 or result in a refund to the Surviving Corporation by a loss carry back (calculating any available loss carry back after giving effect to the capital loss referred to in clause (ii). NGI (on behalf of the Shareholders) will have the right to control the manner in which any Tax Refund is sought by the Surviving Corporation, provided that the Surviving Corporation will not be required to claim any deduction or loss with respect thereto unless, in the written opinion of the Surviving Corporation’s auditors, the Surviving Corporation is entitled to claim such deduction or loss in the manner proposed by NGI.

(c) In the event that after the Closing Date the Surviving Corporation or its Group receives one or more Special Tax Refunds (as hereinafter defined), the Surviving Corporation will promptly deliver (subject to the offset provisions of Section 8.01 hereof), or cause to be delivered such Special Tax Refunds to the Shareholders, pro rata based on their ownership of the Company Common Stock immediately prior to the Effective Time. As used herein, the term “Special Tax Refund” means any refund of Taxes previously paid by the Company or any actual reduction of Taxes that would have otherwise been due by the Surviving Corporation and its Group which results from any Tax deduction or loss arising pursuant to a claim for losses, liabilities, damages or expenses for which the Surviving Corporation has been indemnified pursuant to paragraph 8.02(a). An actual reduction of such Taxes will be deemed to occur in an amount equal to the difference between (i) the Taxes of the Surviving Corporation and its Group determined by taking into account such Tax deductions or losses and (ii) the Taxes which the Surviving Corporation

and its Group would be required to pay without regard to such Tax deductions and losses. Notwithstanding the foregoing, if the Surviving Corporation and its Group has not actually received a reduction in its Taxes with respect to the Tax periods of the Surviving Corporation and its Group ending on or before July 31, 1989, as a result of the Tax deductions referred to above, the Surviving Corporation and its Group will be deemed to have received such a reduction in accordance with the preceding sentence, as a result of such deductions, but only to the extent that the Surviving Corporation’s auditors advise the Surviving Corporation in writing on or before October 31, 1989 that such deductions will either reduce the Surviving Corporation’s and its Group’s Taxes. with respect to the Tax period ending n July 31, 1989 or will result in a refund to the Surviving Corporation by a loss carry hack (calculating any available loss carry back after giving effect to the capital loss referred to in clause (ii) of Section 8.03(b)). NCI (on behalf of the Shareholders) will have the right to control the manner in which any Special Tax Refund sought by the Surviving Corporation, provided that the Surviving Corporation will not be required to claim any deduction or loss with respect thereto unless, in the written opinion of the Surviving Corporation’s auditors, the Surviving Corporation is entitled to claim such deduction or loss in the manner proposed by NGI.

8.04. Indemnification of Officers and Directors.

(a) From the Closing Date until the later of (i) three years following such date or (ii) the date on which the Surviving Corporation is sold (but in no event any later than six years following the Closing Date), the Surviving Corporation and each of the Subsidiaries shall maintain in effect their existing indemnification provisions for the benefit of their respective officers and directors set forth in their respective bylaws and charters with respect to actions or omissions occurring at or prior to the Closing Date. For the purposes of this Section 8.03, the Surviving Corporation shall have been sold if (i) there is a sale of all, or substantially all, of the Surviving Corporation’s assets or capital stock in any transaction or series of related transactions or (ii) there is any merger or consolidation to which the Company is a party if, after giving effect to such merger or consolidation, persons who were stockholders of the Surviving Corporation immediately prior to such merger or consolidation cease to own capital stock of the surviving or resulting corporation with the ordinary voting power to elect a majority of the board of directors of the surviving or resulting corporation.

(b) In the event that the Surviving Corporation or any Subsidiary (or any of their successors or assigns) (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then and in each such case proper provisions shall be made so that the successors and assigns assume the obligations set forth in this Section 8.04.

(c) This Section 8.04 shall survive the Closing Date, is intended to benefit each of the officers and directors of the Company and the Subsidiaries (each of whom shall be entitled to enforce this Section 8.04 against the Surviving Corporation or any Subsidiary, as the case may be), and shall be binding on all successors and assigns of the Surviving Corporation or any Subsidiary, No amendment of this Section 8.04 which would or might have the effect of diminishing the indemnification due or available to any person entitled to indemnification under this Section 8.04 shall be made without the written consent of such person.

8.05. Designation of Shareholders’ Representative. By their approval hereof, the Shareholders hereby irrevocably appoint NGI as their representative for the purposes stated in this Agreement and the Escrow Agreement. In the event of NGI’s resignation or incapacity to discharge its obligations hereunder, and in the Escrow Agreement, the holders of a majority of the shares of Company Common Stock immediately prior to the Effective Time shall have the right to designate, upon written notice to the Surviving Corporation, a successor representative (which representative shall be reasonably satisfactory to the Surviving Corporation). The Shareholders hereby designates NGI to be their attorney-in-fact for the purposes of taking such action as may be necessary or appropriate to effectuate such representative’s duties set forth in this Agreement and authorize the Principal Shareholder to execute and deliver any and all documents in the name and on the behalf of such Shareholders as may be necessary to carry out the provisions of this Agreement.

ARTICLE IX

MISCELLANEOUS

9.01. Expenses. Except as otherwise expressly provided herein, each party will pay all of its expenses, including attorneys’ fees, in connection with the negotiation of this Agreement, the performance of its obligations hereunder, and the consummation of the transactions contemplated by this Agreement; provided that the fees and expenses of the Shareholders shall be paid by the Surviving Corporation. The Holdback shall be reduced by all fees and expenses of the Shareholders which are incurred or accrued by the Surviving Corporation in excess of $200,000. To the extent the Holdback has been reduced to zero, the Surviving Corporation shall be entitled to a distribution from the Escrow in an amount equal to such Shareholder fees and expenses (less any portion thereof that reduced the Holdback).

9.02. Press Releases and Announcements. No press releases related to this Agreement and the transactions contemplated herein, or other announcements to the employees, customers and suppliers of the Company will be issued without the joint approval of NGI and Acquisition.

9.03. Variation and Amendment. This Agreement may be varied or amended at any time, before or after the adoption of this Agreement by the Shareholders, by action of the respective boards of directors of Acquisition and the Company, without action by the Shareholders thereof, provided that no such variance or amendment after the adoption of this Agreement by the Shareholders shall reduce the amount of cash which the holders of shares of Company Securities shall be entitled to receive at the Effective Time pursuant to this Agreement.

9.04. Best of Knowledge. For the purposes of this Agreement, the term “beet of the Company’s knowledge means (i) the actual knowledge of any of the key employees of the Company or any Subsidiary and (ii) the knowledge which any key employees of the Company or any Subsidiary should have obtained in the reasonable exercise of his or her duties and responsibilities, including diligence consistent with persons in a similar position.

9.05. Notices. All notices, demands and other communications to be given or delivered under or by reason of the provisions of this Agreement will be in writing and will be deemed to have been given when personally delivered or mailed by first class mail, return receipt requested. Notices, demands and communications to the Company, NCI and Acquisition will, unless another address is specified in writing, be sent to the address indicated below:

Notices to the Company:

West Penn Wire Corporation
2833 West Chestnut Street
P.O. Box 762
Washington, PA 15301
Attention: Paul Olson

with a copy to:

Perkins Coie

P.O. Box C-11003
Seattle, Washington 98111-9003
Attention: Stewart M. Landefeld

Notices to NGI:

The Northern Group
3140 Bank of California Center
Seattle, WA 98164

Attention: Glenn Kalnasy
Michael Harris

with a copy to:

Perkins Coie
P.O. Box C-11003
Seattle, WA 98111-9003
Attention: Stewart M. Landefeld

Notices to Acquisition:

IC Acquisition Corporation
c/o Golder, Thome & Cressey
120 S. LaSalle Street
Chicago, Illinois 60603
Attention: Bryan C. Cressey
Richard C. Tuttle

with a copy to:

Kirkland & Ellis
655 Fifteenth Street, N.W.
Washington, D. C. 20005
Attention: Brian J. Richmand

9.06. Assignment. This Agreement and all of the provisions hereof will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted designs, except that neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by any party without the prior written consent of the other parties hereto, except that such prior written consent shall not be required for an assignment by the Surviving Corporation in connection with its merger into another corporation or to an acquiror of substantially all of the assets of the Surviving Corporation, nor shall this provision 9.06 either bar or require any prior written consent to an assignment to a lender of the Surviving Corporation of the right to enforce this Agreement or any part thereof in connection with any loan financing provided by such lender to the Surviving Corporation.

9.07. Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity the remainder of such provision or the remaining provisions of this Agreement.

9.08. No Strict Construction. The language used in this Agreement is the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction will be applied against any person.

9.09. Captions. The captions used in this Agreement are for convenience of reference only and do not constitute a part of this Agreement and will not be deemed to limit, characterize or in any way affect any provision of this Agreement, and all provisions of this Agreement will be enforced and construed as if no caption had been used in this Agreement.

9.10. Complete Agreement. This document and the documents referred to herein contain the complete agreement between the parties and supersede any prior understandings, agreements or representations by or between the parties, written or oral, which may have related to the subject matter hereof in any way.

9.11. No Third Party Beneficiaries. Except for the parties to this Agreement, the Shareholders and assignees of such parties as permitted in Section 9.06 hereof, no parties shall have any rights under this Agreement and no third party beneficiaries shall be created hereunder; provided that it is acknowledged and agreed that the sole stockholder

of Acquisition, Intercole Holding Corporation, is a third party beneficiary of all rights of Acquisition and the Surviving Corporation under this Agreement.

9.12. Counterparts. This Agreement may be executed in one or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together will constitute one and the same instrument.

9.13. Governing Law. The law of the State of Washington will govern all questions concerning the construction, validity and interpretation of this Agreement and the performance of the obligations imposed by this Agreement.

* * * * * *

IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first above written.

IC ACQUISITION CORPORATION
By	/s/ Richard C. Tuttle
Its President
INTERCOLE, INC.
By	/s/ MFO Harris
Its Vice President
THE NORTHERN CROUP, INC.
By	/s/ MFO Harris
Its Managing Director
Agreed and accepted for the
purposes of Section 8.03 hereof.
GOLDER, THOMA, CRESSEY FUND II
By	/s/ Bryan C. Cressey
Its General Partner

Exhibit B

AMENDMENT TO

ARTICLES OF INCORPORATION

OF

INTERCOLE INC.

The Articles of Incorporation of Intercole Inc., a Washington corporation, are hereby amended to change Article 4 therein in its entirety to be and read as follows:

ARTICLE 4. SHARES

4.1 Authorized Capital. The total number of shares of all classes of stock which the corporation shall have authority to issue is 21,000, of which (i) 1,000 shares shall be Common Stock of the par value of $1.00 per share and (ii) 20,000 shares shall be Preferred Stock of the par value of $1.00 per share.

4.2 Common Stock. The Common Stock shall entitle the holders thereof (i) to one vote per share on each proposition submitted to stockholders of this corporation for their vote thereon, (ii) to receive cash dividends pro rata (based on the number of shares outstanding), when and as declared by the Board of Directors, out of any funds of this corporation at the time legally available for the payment of dividends, and (iii) to receive the assets of this corporation available for the Common Stock remaining, after payment in full shall have been made to the holders of the Preferred Stock in accordance with the provisions of Section 4.3.4 below in the event of any liquidation, distribution or winding up of this corporation, pro rata (based on the numbers of shares outstanding).

4.3 Preferred Stock.

4.3.1 General. The designation of the Preferred Stock shall be “Cumulative Redeemable Preferred Stock.” (The Cumulative Redeemable Preferred Stock is referred to in this Article 4 as the “Preferred Stock.”)

4.3.2 Dividends.

(a) The Preferred Stock shall entitle the holders thereof to receive cumulative cash dividends, when and as declared by the board of directors of this corporation, out of any funds of this corporation at the time legally available for the payment of dividends, for each quarterly period ending on the last day of September, December, March and June in each year (each such period being hereinafter called a “quarterly dividend period”) at an initial annual rate per share equal to 13.25 percent which shall be in effect through June 30, 1989, and thereafter, for each twelve month period beginning on July 1 and ending on June 30 in the following calendar year (a “Rate Year”), commencing with the Rate Year beginning July 1, 1989, at an annual rate per share equal to 5.75 percent over the Federal Funds Rate (as hereinafter defined) for the Rate Year, which rates in either case shall be applied to the sum of (i) plus (ii) the amount of dividends on such share of Preferred Stock in arrears, if any, as of the commencement of such quarterly dividend period for which the amount of the dividend is being calculated; provided that dividends will cease to accrue on the amount of dividends referred to in this clause (ii) when, and to the extent, that dividends in arrears are paid after the commencement of such quarterly dividend period. For purposes of this Section 4.3.2(a), the Federal Funds Rate for any Rate Year shall mean the average of the bid and asked rates of interest on reserves traded among commercial banks for overnight use in amounts of $1,000,000 or more reported by “Telerate-The Financial Information Network”, a service of Telerate Systems, Inc., between 10:00 a.m. and 10:30 a.m. on the first business day in such Rate Year or, if such first business day of such Rate Year is a bank settlement day, the next preceeding business day (the “Rate Date”), or, if no such bid and asked rates are reported by “Telerate-The Financial Information Network” during such period, the average of the high and low rates of interest on such reserves on the Rate Date, as such and low rates are published in the Eastern Edition of The Wall Street Journal.

(b) Such dividends on the Preferred Stock for any quarterly dividend period shall be payable quarterly in arrears on the first day of October, January, April and July or, if such first day of October, January, April and July is not a business day, on the next succeeding business day (each day being hereinafter called “dividend payment date”), shall accrue daily and shall be cumulative from the date on which each share of the Preferred Stock shall have been originally issued, shall so accrue and be cumulative whether or not this corporation shall have had net profits or assets legally available for such dividends in any quarterly dividend payment period, and shall be calculated by multiplying the dividend rate for the quarterly dividend period set forth above by a fraction the numerator of which is the number of days in the applicable portion of a quarter or applicable quarter (which shall not exceed ninety (90)), and the denominator of which is 360. Holders of the Preferred Stock shall not be entitled to receive any dividends thereon other than cumulative dividends in cash at the rate specified above.

(c) Any partial dividend on the Preferred Stock shall be distributed pro rata among all shares of Preferred Stock then outstanding.

(d) Unless the full amount of cumulative dividends on the Preferred Stock up to and including the next following dividend payment date shall have been paid, or declared and a sum sufficient for the payment thereof set apart, or in the event this corporation is in default in its redemption obligation under Section 4.3.3(c) below, neither this corporation nor any subsidiary of this corporation shall at any time (i) set aside or apply any sum for the purchase or redemption of any outstanding capital stock of this corporation or any subsidiary of this corporation of any class or series (whether by purchase or by redemption provisions or otherwise), or (ii) declare any dividend (other than a dividend payable in Common Stock of this corporation) on, or set aside or apply any sum for the payment of any dividend or other distribution on, the Common Stock or any other class of stock of this corporation or any subsidiary of this corporation, except the Preferred Stock.

(e) Nothing in this Section 4.3.2 shall be construed to prevent the declaration and payment by a subsidiary of this corporation of a dividend or distribution if and so long as this corporation is the sole party entitled to such payment.

(f) For the purposes of this Section 4.3.2, a corporation is a subsidiary of another corporation (the “parent”) if a majority of the subsidiary’s outstanding shares of capital stock ordinarily entitled to vote for the election of directors (excluding stock which is entitled to vote in the election of directors only upon the happening of some contingency such as failure to pay dividends) is owned by the parent and/or one or more of the parent’s subsidiaries. A corporation is also the subsidiary of another corporation if its parent is a subsidiary of such other corporation.

4.3.3 Redemption.

(a) The outstanding shares of the Preferred Stock (i) may be redeemed, as a whole or in part, in any year on the Rate Date at the option of this corporation expressed by resolution of its board of directors, or (ii) may be redeemed in whole (but not in part) on the effective date of any merger or other transaction of the kind described in clause (ii) of subsection (c) of this Section 4.3.3, at the option of this corporation expressed by resolution of its board of directors, in either case by payment in cash in an amount equal to $100 per share plus an amount equal to all unpaid cumulative dividends accrued thereon to the date of redemption (the “Redemption Date”), but such redemption under preceding clause (i) is permitted only if it (x) does not result in the violation of any of the negative covenants contained in that certain Credit and Note Purchase Agreement (the “Credit Agreement”) to be dated on or about July 13, 1988 by and among IC Acquisition Corporation, a Washington corporation, Intercole Holding Corporation, a Delaware corporation, The Prudential Insurance Company of America and Pruco Life Insurance Company by which Credit Agreement this corporation will be bound as the successor, in a merger, to IC Acquisition Corporation.

(b) Notice to the holders of the Preferred Stock to be redeemed pursuant to Section 4.3.3(a) shall be given by mailing to each of such holders a notice of such redemption, by first class mail, postage prepaid, not later than the thirtieth day before the Redemption Date, at their respective last addresses as the same shall appear upon the stock records of this corporation. The notice of redemption to each holder whose shares of Preferred Stock are to be redeemed shall specify the Redemption Date, the number of such holder’s shares to be redeemed, the redemption price payable therefor, where payment of such redemption price is to be made upon surrender of such shares, that accrued dividends to the Redemption Date will be paid, and that from and after the Redemption Date dividends thereon will cease to accrue. In the case of the redemption pursuant to clause (i) of subsection (a) of a part only of

the Preferred Stock then outstanding, this corporation shall only redeem such share, in an amount equal to $500,000 or any multiple thereof, and the shares to be redeemed shall be selected on a pro rata basis, based upon the respective number of outstanding shares of Preferred Stock held by each holder of such outstanding shares.

(c) Each holder of the Preferred Stock shall have the right to require this corporation to redeem all or any part of the shares of Preferred Stock then held by such holder, for cash in an amount equal to $100 per share plus an amount equal to all unpaid cumulative dividends accrued thereon to the Redemption Date, at any time, or from time to time, on or after any of the following: (i) the first business day of August, 1998; (ii) the effective date of any merger (except for the merger of IC Acquisition Corporation, a Washington corporation, with and into this corporation and the merger of West Penn Wire Corporation, a Pennsylvania corporation, with and into this corporation) or consolidation, or sale, lease, transfer or other disposition of assets of this corporation, a subsidiary of this corporation or a parent or this corporation which (in the case of a consolidation, sale, lease, transfer or other disposition of assets of this corporation, a subsidiary of this corporation or a parent of this corporation), when added to all other assets theretofore sold, leased or disposed of by this corporation, its subsidiaries or parents would constitute all or substantially all of this corporation’s or its parent’s consolidated assets; or (iii) there has been sold to the public in an underwritten public offering or offerings pursuant to one or more registration statements filed with and declared effective by, the Securities and Exchange Commission under the Securities Act of 1933 (or any successor statute providing for the registration of securities) shares of Common Stock of this corporation or the common stock of a parent of this corporation constituting greater than twenty percent (20%) of this corporation’s or its parent’s, as the case may be, outstanding common stock. Notice of any required redemption of shares of Preferred Stock pursuant to this Section 4.3.3(c) shall be given by the holder of such shares by mailing such notice to this corporation not later than the thirtieth day before the date fixed by the holder for the redemption, which will be the Redemption Date; provided, however, that in the event of a redemption pursuant to clause (ii) or (iii) of this Section 4.3.3(c), the Redemption Date shall be the later of such date or the date of closing of the transaction described in clause (ii) or (iii). Such notice (“Redemption Notice”) shall specify the shares to be tendered for redemption and the Redemption Date thereof (to the extent then determinable in the case of redemption pursuant to clause (ii) or (iii) of this Section 4.3.3(c)).

(d) Upon the redemption of shares of the Preferred Stock as herein provided, this corporation shall be obligated to pay to the holder of the shares so redeemed the redemption price, which shall include all unpaid cumulative dividends, if any, accrued to the Redemption Date, upon surrender of the certificates for such shares at the place designated in the Redemption Notice. Unless this corporation shall default in the payment of the redemption price (including all unpaid cumulative dividends, if any, accrued to the Redemption Date), dividends on each shares or Preferred Stock shall cease to accrue from and after the Redemption Date.

(e) All shares of Preferred Stock redeemed as hereinabove provided shall be retired and cancelled and shall not be reissued, and no shares shall be issued in lieu thereof or in exchange therefor, and this corporation may from Lime to time take such appropriate action as may be necessary to reduce the number of authorized shares of Preferred Stock accordingly.

4.3.4. Liquidation. In the event of any liquidation, dissolution or winding up of this corporation, whether voluntary or involuntary, the holders of shares of Preferred Stock then outstanding shall be entitled to be paid out of the assets of this corporation available for holders of Preferred Stock shall be entitled to vote as a class (a) on these matters for which class voting is required by law including amendment of the Articles of Incorporation of this corporation to change the terms and provisions of the Preferred Stock, and (b) amendment of the Articles of Incorporation so as to create or authorize any stock ranking prior in any respect to the shares of Preferred Stock then outstanding, or as to create or authorize any stock convertible into stock ranking prior in any respect to the shares of Preferred Stock then outstanding, or issue any such prior ranking stock or stock convertible into such prior ranking stock.

May 6 1986
Secretary of State
State of Washington

ARTICLES OF MERGER

INTERCOLE INC.

AND

INTERCOLE SUBSIDIARY, INC.

Pursuant to the provisions of RCW 23A.20.050, the following Articles of Merger are executed in duplicate for the purpose of merging Intercole Inc., a California corporation (the “Disappearing Corporation”), into Intercole Subsidiary, Inc., a Washington corporation (the “Surviving Corporation”).

1. The Agreement and Plan of Merger approved by the board of directors of the Surviving Corporation is attached hereto as Exhibit A.

2. The number of shares of Common Stock of the Disappearing Corporation outstanding is 1,000, all of which shares are owned by the Surviving Corporation.

3. Since the Surviving Corporation is the sole shareholder of the Disappearing Corporation, it has not been necessary to mail the Agreement and Plan of Merger to shareholders. The Surviving Corporation has, however, executed a waiver of the thirty-day statutory notice period.

Dated: May 6, 1986

INTERCOLE SUBSIDIARY, INC.
By	/s/ W.A. Coleman

5364K

May 6 1986
Secretary of State
State of Washington

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made as of May 6, 1986 by and between INTERCOLE SUBSIDIARY, INC. a Washington corporation (“Subsidiary”) and INTERCOLE INC., a California corporation (“Intercole”). Subsidiary and Intercole are sometimes collectively referred to in this Agreement as the “Constituent Corporations.”

RECITALS

A. Subsidiary is a corporation organized and existing under the laws of the State of Washington, with its principal office in Seattle, Washington.

B. Intercole is a corporation organized and existing under the laws of the State of California, with its principal office in Laguna Hills, California.

C. The authorized capital stock of Subsidiary consists of 50,000 shares of common stock having a par value of $1.00 per share, of which 10,534 shares have been duly issued and are outstanding on the date hereof, and 17,500 shares of preferred stock having a par value of $1.00 per share, all of which have been duly issued and are outstanding on the date hereof.

D. The authorized capital stock of Intercole consists of 5,000,000 shares of common stock having a par value of $1.00 per share, of which 1,000 shares have been duly issued and are outstanding on the date hereof.

E. Intercole is a wholly-owned subsidiary of Subsidiary.

F. It is deemed advisable and in the best interests of each corporation and the shareholders thereof that Intercole be merged into Subsidiary as authorized by the laws of the State of Washington and the State of California and pursuant to the terms and conditions of this Agreement.

AGREEMENTS

In consideration of the foregoing recitals and of the covenants and agreements hereinafter set forth and for the purpose of prescribing the terms and conditions of such merger, the parties agree as follows:

1. Merger. Intercole shall be merged into Subsidiary (hereinafter sometimes called the “Surviving Corporation”) pursuant to Chapter 23A.20 of the Revised Code of Washington and Chapter 11 of California General Corporation Law and in accordance with the terms and conditions of this Agreement. Upon completion of the following events:

(a) the approval of the plan of merger as stated herein by the Board of Directors of Subsidiary;

(b) the execution in duplicate by an officer of Subsidiary of Articles of Merger incorporating this Agreement, the filing of such Articles of Merger with the Secretary of State of the State of Washington, the filing of this Agreement with the Secretary of State of the State of California, and the issuance of a Certificate of Merger by the Secretary of State of the State of Washington;

(c) the merger shall be deemed effective and the date of completion shall be the “date of the merger” as that phrase is used herein.

2. Articles of Incorporation. The Articles of Incorporation of Subsidiary in effect on the date of the merger shall be and remain the Articles of Incorporation of the Surviving Corporation until the same shall be altered, amended or repealed as therein provided, except that the name of the Surviving Corporation shall be “Intercole Inc.”

3. Bylaws. The Bylaws of Subsidiary in effect on the date of the merger shall be and remain the Bylaws of the Surviving Corporation until the same shall be altered, amended or repealed as therein provided.

4. Directors and Officers. The directors and officers of Subsidiary shall continue in office as the directors and officers of the Surviving Corporation and shall hold office in accordance with and subject to the Articles of Incorporation and Bylaws of the Surviving Corporation.

5. Cancellation of Shares. Concurrently with the consummation of the merger contemplated herein, all of the outstanding stock of Intercole will be cancelled.

6. Name. On the date of the merger, the name of the Surviving Corporation shall be Intercole Inc.

7. Rights, Duties, Powers, Liabilities, Etc. On the date of the merger, the separate existence of Intercole shall cease and Intercole shall be merged in accordance with the provisions of this Agreement into the Surviving Corporation which shall possess all the properties and assets, and all the rights, privileges, powers, immunities and franchises, of whatever nature and description, and shall be subject to all restrictions, disabilities, duties and liabilities, of each of the Constituent Corporations; and all such things shall be taken and deemed to be transferred to and vested in the Surviving Corporation without further act or deed; and the title to any real estate, or any interest therein, vested by deed or otherwise in either, of the Constituent Corporations, shall not revert or be in any way impaired by reason of such merger, but shall pass to and be owned by the Surviving Corporation without further act or deed. Any claim existing or action or proceeding, whether civil, criminal or administrative, pending by or against either Constituent Corporation, may be prosecuted to judgment or decree as if such merger had not taken place, and the Surviving Corporation may be substituted in any such action or proceeding.

8. Implementation.

8.1 Each of the Constituent Corporations hereby agrees that at any time or from time to time as and when requested by the Surviving Corporation, or by its successors or assigns, it will so far as it is legally able, execute and deliver, or cause to be executed and delivered in its name by its last acting officers, or by the corresponding officers of the Surviving Corporation, each of whom is hereby irrevocably appointed as attorney-in-fact for such purposes, all such conveyances, assignments, transfers, deeds or other instruments, and will take or cause to be taken such further or other actions as the Surviving Corporation, its successors or assigns, may deem necessary or desirable in order to evidence the transfer, vesting and devolution of any property, right, privilege, power, immunity or franchise to vest or perfect in or confirm to the Surviving Corporation, its successors or assigns, title to and possession of all the property, rights, privileges, powers, immunities, franchises and interests referred to in this Agreement and otherwise to carry out the intent and purposes hereof.

8.2 Each of the Constituent Corporations shall take, or cause to be taken, all action or do, or cause to be done, all things necessary, proper or advisable under the laws of the State of Washington and the State of California to consummate and make effective the merger.

9. Termination. This Agreement may be terminated for any reason, at any time before the filing of Articles of Merger with the Secretary of State of the State of Washington or the filing of this Agreement with the Secretary of State of the State of California, by resolution of the Board of Directors of each of the Constituent Corporations.

10. Amendment. This Agreement may, to the extent permitted by law, be amended, supplemented or interpreted at any time by action taken by the Board of Directors of each of the Constituent Corporations.

Executed this 6 day of May, 1986.

INTERCOLE SUBSIDIARY, INC.
By	/s/ WA Coleman
Its
INTERCOLE INC.
By	/s/ WA Coleman
Its

FILED
APR 14 1986
Secretary of State
State of Washington

ARTICLES OF MERGER

INTER HOLDINGS, INC.

AND

INTERCOLE SUBSIDIARY, INC.

Pursuant to the provisions of RCW 23A.20.040, the following Articles of Merger are executed in duplicate for the purpose of merging Inter Holdings, Inc., a Washington corporation (the “Disappearing Corporation”), into Intercole Subsidiary, Inc., a Washington corporation (the “Surviving Corporation”).

1. The Agreement and Plan of Merger approved by the shareholders of the Disappearing Corporation and the Surviving Corporation is attached hereto as Exhibit A.

2. The number of shares of the Disappearing Corporation outstanding and entitled to vote was 10,534. All 10,534 shares outstanding voted for the Agreement and Plan of Merger. The number of shares of the Disappearing Corporation outstanding and not entitled to vote was 17,500.

3. The number of shares of the Surviving Corporation outstanding and entitled to vote was 100. All 100 shares outstanding voted for the Agreement and Plan of Merger.

Dated: April 14, 1986

INTER HOLDINGS, INC.
By	/s/ MFO Harris
INTERCOLE SUBSIDIARY, INC.
By	/s/ MFO Harris

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made as of April 14, 1986 by and between INTER HOLDINGS, INC., a Washington corporation (“Holdings”) and INTERCOLE SUBSIDIARY, INC., a Washington corporation (“Subsidiary”). Holdings and Subsidiary are sometimes collectively referred to in this Agreement as the “Constituent Corporations.”

RECITALS

A. Holdings is a corporation organized and existing under the laws of the State of Washington, with its principal office in Seattle, Washington.

B. Subsidiary is a corporation organized and existing under the laws of the State of Washington, with its principal office in Seattle, Washington.

C. The authorized capital stock of Holdings consists of 50,000 shares of common stock having a par value of $1.00 per share, of which 10,534 shares have been duly issued and are outstanding on the date hereof, and 17,500 shares of preferred stock having a par value of $1.00 per share, all of which have been duly issued and are outstanding on the date hereof.

D. The authorized capital stock of Subsidiary consists of 50,000 shares of common stock having a par value of $1.00 per share, of which 100 shares have been duly issued and are outstanding on the date hereof, and 17,500 shares of preferred stock having a par value of $1.00 per share, none of which is issued and outstanding.

E. Subsidiary is a wholly-owned subsidiary of Intercole Inc., a California corporation (“Intercole”).

F. Intercole is a wholly-owned subsidiary of Holdings.

G. It is deemed advisable and in the best interests of each corporation and the shareholders thereof that Holdings be merged into Subsidiary as authorized by the laws of the State of Washington and pursuant to the terms and conditions of this Agreement.

AGREEMENTS

In consideration of the foregoing recitals and of the covenants and agreements hereinafter set forth and for the purpose of prescribing the terms and conditions of such merger, the parties agree as follows:

1. Merger. Holdings shall be merged into Subsidiary (hereinafter sometimes called the “Surviving Corporation”) pursuant to Chapter 23A.20 of the Revised Code of Washington and in accordance with the terms and conditions of this Agreement. Upon completion of the following events:

(a) the approval of the plan of merger as stated herein by the Board of Directors of each of the Constituent Corporations;

(b) the approval of the plan of merger as stated herein by the holders of at least two-thirds of the voting stock of each of the Constituent Corporations;

(c) the execution in duplicate by each of the Constituent Corporations of Articles of Merger incorporating this Agreement, the filing of such Articles of Merger with the Secretary of State of the State of Washington and the issuance of a Certificate of Merger by the Secretary of State of the State of Washington; and

(d) the merger shall be deemed effective and the date of completion shall be the “date of the merger” as that phrase is used herein.

2. Articles of Incorporation. The Articles of Incorporation of Subsidiary in effect on the date of the merger shall be and remain the Articles of Incorporation of the Surviving Corporation until the same shall be altered, amended or repealed as therein provided.

3. Bylaws. The Bylaws of Subsidiary in effect on the date of the merger shall be and remain the Bylaws of the Surviving Corporation until the same shall be altered, amended or repealed as therein provided.

4. Directors and Officers. The directors and officers of Holdings shall be the directors and officers of the Surviving Corporation and shall hold office in accordance with and subject to the Articles of Incorporation and Bylaws of the Surviving Corporation.

5. Conversion of Shares. Concurrently with the consummation of the merger contemplated herein:

(a) all of the outstanding stock of Subsidiary will be cancelled;

(b) each share of common stock of Holdings issued and outstanding immediately prior to the date of the merger shall automatically and without any action on the part of the holder thereof be changed and converted upon the date of the merger into one share of common stock of the Surviving Corporation; and

(c) each share of preferred stock of Holdings issued and outstanding immediately prior to the date of the merger shall automatically and without any action on the part of the holder thereof be changed and converted upon the merger into one share of preferred stock of the Surviving Corporation.

6. Stock Options. Each stock option to purchase Holdings common stock outstanding under the 1985 Incentive Stock Option Plan of Inter Holdings, Inc. and the Inter Holdings, Inc. 1985 Stock Option Plan that has not been exercised prior to the date of merger shall remain outstanding and shall automatically be converted into an option to purchase, on the same terms as the option to purchase Holdings common stock, the same number of shares of common stock of the Surviving Corporation.

7. Rights, Duties, Powers, Liabilities, Etc. On the date of the merger, the separate existence of Holdings shall cease and Holdings shall be merged in accordance with the provisions of this Agreement into the Surviving Corporation which shall possess all the properties and assets, and all the rights, privileges, powers, immunities and franchises, of whatever nature and description, and shall be subject to all restrictions, disabilities, duties and liabilities, of each of the Constituent Corporations; and all such things shall be taken and deemed to be transferred to and vested in the Surviving Corporation without further act or deed; and the title to any real estate, or any interest therein, vested by deed or otherwise in either of the Constituent Corporations, shall not revert or be in any way impaired by reason of such merger, but shall pass to and be owned by the Surviving Corporation without further act or deed. Any claim existing or action or proceeding, whether civil, criminal or administrative, pending by or against either Constituent Corporation, may be prosecuted to judgment or decree as if such merger had not taken place, and the Surviving Corporation may be substituted in any such action or proceeding.

8. Implementation.

8.1 Each of the Constituent Corporations hereby agrees that at any time or from time to time as and when requested by the Surviving Corporation, or by its successors or assigns, it will so far as it is legally able, execute and deliver, or cause to be executed and delivered in its name by its last acting officers, or by the corresponding officers of the Surviving Corporation, each of whom is hereby irrevocably appointed as attorney-in-fact for such purposes, all such conveyances, assignments, transfers, deeds or other instruments, and will take or cause to be taken such further or other actions as the Surviving Corporation, its successors or assigns, may deem necessary or desirable in order to evidence the transfer, vesting and devolution of any property, right, privilege, power, immunity or franchise to vest or perfect in or confirm to the Surviving Corporation, its successors or assigns, title to and possession of all the property, rights, privileges, powers, immunities, franchises and interests referred to in this Agreement and otherwise to carry out the intent and purposes hereof.

8.2 Each of the Constituent Corporations shall take, or cause to be taken, all action or do, or cause to be done, all things necessary, proper or advisable under the laws of the State of Washington to consummate and make effective the merger.

9. Capital. On the date of the merger:

(a) the outstanding shares of common stock and preferred stock of the Surviving Corporation into which the outstanding shares of common stock and preferred stock of Holdings shall have been converted in accordance with the provisions of paragraph 5 hereof shall be issued and outstanding; and

(b) there shall be credited to the capital stock account of the Surviving Corporation an amount equal to the capital stock account of Holdings.

10. Termination. This Agreement may be terminated for any reason, at any time before the filing of Articles of Merger with the Secretary of State of the State of Washington, by resolution of the Board of Directors of each of the Constituent Corporations.

11. Amendment. This Agreement may, to the extent permitted by law, be amended, supplemented or interpreted at any time by action taken by the Board of Directors of each of the Constituent Corporations.

Executed this 14th day of April, 1986.

INTER HOLDINGS, INC.
By	/s/ MFO Harris
Its
INTERCOLE SUBSIDIARY, INC.
By	/s/ MFO Harris
Its

APR 9, 1986

ARTICLES OF INCORPORATION
OF
INTERCOLE SUBSIDIARY, INC.

I, the undersigned person of the age of eighteen years or more, as incorporator of a corporation under the Washington Business Corporation Act, adopt the following Articles of Incorporation:

ARTICLE 1. NAME

The name of this corporation is Intercole Subsidiary, Inc.

ARTICLE 2. DURATION

The period of this corporation’s duration shall be perpetual.

ARTICLE 3. PURPOSES AND POWERS

The purpose of this corporation is to engage in any business, trade or activity which may lawfully be conducted by a corporation organized under the Washington Business Corporation Act.

This corporation shall have the authority to engage in any and all such activities as are incidental or conducive to the attainment of the purposes of this corporation and to exercise any and all powers authorized or permitted under any laws that may be now or hereafter applicable or available to this corporation.

ARTICLE 4. SHARES

4.1 Authorized Capital. The total number of shares which this corporation is authorized to issue is 67,500, consisting of 50,000 shares of Common Stock having a par value of $1.00 per share (“Common Stock”) and 17,500 shares of Preferred Stock having a par value of $1.00 per share (“Preferred Stock”).

4.2 Common Stock. In addition to the provisions of this Section 4.2, the Common Stock is subject to the rights and preferences of the Preferred Stock as hereinafter set forth.

4.2.1 Dividend Rights. The holders of record of outstanding shares of Common Stock shall be entitled to receive, when, as and if declared by the Board of Directors, out of any assets of this corporation legally available therefor, such dividends as may be declared from time to time by the Board of Directors.

4.2.2 Liquidation Rights. Upon the liquidation, dissolution or winding up of this corporation, the assets of this corporation shall be distributed as provided in subsection 4.3.2 of this Article 4.

4.2.3 Redemption. The shares of Common Stock are not redeemable. This corporation may acquire shares of Common Stock in accordance with RCW 23A.08.030, and shares so acquired shall, upon acquisition, constitute authorized but unissued shares.

4.2.4 Voting Rights. The holders of record of outstanding shares of Common Stock shall have voting rights and powers as may be provided by law, and each such holder shall have one vote in respect of each share of Common Stock held by him or her.

4.3 Preferred Stock. The rights, preferences, privileges and limitations granted to and imposed on the Preferred Stock are as set forth below in this Section 4.3. Unless specified otherwise, all cross-references in this Section 4.3 are to other paragraphs contained herein.

4.3.1 Dividend Rights. No dividend or other distribution shall be paid at any time on the Preferred Stock.

4.3.2 Liquidation. Upon any liquidation, dissolution or winding up of this corporation, the holders of Preferred Stock will be entitled to be paid, before any distribution or payment is made upon any Junior Securities, an amount in cash equal to $100.00 per share outstanding, and the holders of Preferred Stock will not be entitled to any further payment. If upon such liquidation, dissolution or winding up of this corporation, this corporation’s assets to be distributed among the holders of the Preferred Stock are insufficient to permit payment to such holders of the aggregate amount which they are entitled to be paid, then the entire assets to be distributed will be distributed ratably among such holders based upon the aggregate number of shares of the Preferred Stock held by each such holder. Neither the consolidation or merger of this corporation into or with any other corporation or corporations, nor the sale or transfer by this corporation of all or any part of its assets, nor the reduction of the capital stock of this corporation, will be deemed to be a 1iquidation, dissolution or winding up of this corporation within the meaning of this paragraph 4.3.2.

4.3.3 Redemptions.

(a) Optional Redemptions. This corporation may, at any time, if permitted by law and by the terms of the Credit Agreement, redeem the outstanding shares of Preferred Stock by paying in cash therefor $100.00 per share.

(b) Mandatory Redemption. On April 15, 1991 (the “Mandatory Redemption Date”) or as soon thereafter as permitted by law and by the terms of the Credit Agreement, this corporation shall redeem all outstanding shares of Preferred Stock by paying in cash therefor $100.00 per share.

(c) Redemption Price. For each share which is to be redeemed, this corporation will be obligated on the date of redemption to pay to the holder thereof (upon surrender by such holder at this corporation’s principal office of the certificate representing such share) an amount in immediately available funds equal to $100.00 per share. If the funds of this corporation legally available or permitted under the Credit Agreement to be paid for redemption of shares on any redemption date are insufficient to redeem the total number of shares to be redeemed on such date, those funds which are legally available and so permitted under the Credit Agreement to be paid will be used to redeem the maximum possible number of shares ratably among the holders of the Preferred Stock to be redeemed based upon the aggregate number of such shares held by each such holder. At any time thereafter when additional funds of this corporation are legally available and so permitted to be paid for the redemption of shares of Preferred Stock, such funds will immediately be used to redeem the balance of the shares which this corporation has become obligated to redeem on any redemption date but which it has not redeemed.

(d) Notice of Redemption. This corporation will mail written notice of each redemption of Preferred Stock to each record holder thereof not less than 30 days prior to the date on which such redemption is to be made. In case fewer than the total number of shares represented by any certificate are redeemed, a new certificate representing the number of unredeemed shares will be issued to the holder thereof without cost to such holder within three business days after surrender of the certificate representing the redeemed shares.

(e) Redeemed or Otherwise Acquired Shares. Any shares of Preferred Stock which are redeemed or otherwise acquired by this corporation will be cancelled and will not be reissued, sold or transferred.

(f) Other Redemptions or Acquisitions. Neither this corporation nor any Subsidiary will redeem or otherwise acquire any Preferred Stock, except as expressly authorized herein or pursuant to a purchase offer made pro rata to all holders of Preferred Stock on the basis of the number of shares owned by each such holder.

(g) Disposition of Northern Shares. If a Disposition of Northern Shares has occurred or is about to occur, this corporation will notify each holder of Preferred Stock in writing of such Disposition of Northern Shares as soon as practicable, but in any event not later than 10 days after the occurrence thereof. The holder or holders of a majority of the Preferred Stock then outstanding may require this corporation to redeem all or any portion of the Preferred Stock owned by such holder or holders at a price per share equal to the $100.00 by giving written notice to this corporation of such election within 30 days after the occurrence of the Disposition of Northern Shares. This corporation will give written notice of such election to the other holders of Preferred Stock within 40 days after the

occurrence of such Disposition of Northern Shares, and each such holder will have until 50 days after the occurrence of the Disposition of Northern Shares to request redemption (by giving written notice to this corporation) of all or any portion of the Preferred Stock owned by such holder. Upon receipt of such election(s), this corporation will be obligated to redeem the number of shares specified therein within 60 days after the occurrence of such Disposition of Northern Shares. The term “Disposition of Northern Shares” means (i) the sale or other transfer by the Northern Investment Limited Partnership, a Washington limited partnership (“Northern”), to Persons other than its affiliates of at least 1,050 shares of Common Stock in the aggregate (as such number may be equitably adjusted in the case of stock dividends, stock splits or recapitalizations) or (ii) any merger or consolidation of this corporation after giving effect to which Northern and its affiliates own a percentage of each class of equity securities (other than Preferred Stock) of the surviving or resulting corporation which is less than the percentage of the outstanding Common Stock owned by Northern and its affiliates immediately prior to such merger or consolidation.

4.3.4 Events of Noncompliance. An Event of Noncompliance will be deemed to have occurred if:

(a) this corporation fails to redeem all shares of Preferred Stock on the Mandatory Redemption Date or make any other redemption payment it is obligated to make; provided that if such redemption payment on the Mandatory Redemption Date is not then permissible under or would violate the Credit Agreement, then such failure to redeem the Preferred Stock on the Mandatory Redemption Date shall not constitute an Event of Noncompliance unless such failure continues for a period of one year beyond the Mandatory Redemption Date;

(b) this corporation breaches or otherwise fails to perform or observe any other covenant or agreement set forth herein or in the Purchase Agreement or the Registration Agreement;

(c) any representation or warranty contained in the Purchase Agreement or required to be furnished to any holder of Preferred Stock pursuant to the Purchase Agreement, or any information contained in writing furnished by this corporation or any Subsidiary to any holder of Preferred Stock, is false or misleading in any material respect on the date made or furnished;

(d) this corporation or any Subsidiary makes an assignment for the benefit of creditors or admits in writing its inability to pay its debts generally as they become due; or an order, judgment or decree is entered adjudicating this corporation or any Subsidiary bankrupt or insolvent; or any order for relief with respect to this corporation or any Subsidiary is entered under the Federal Bankruptcy Code; or this corporation or any Subsidiary petitions or applies to any tribunal for the appointment of a custodian, trustee, receiver or liquidator of this corporation or any Subsidiary or of any substantial part of the assets of this corporation or any Subsidiary, or commences any proceeding (other than a proceeding for the voluntary liquidation and dissolution of a Subsidiary) relating to this corporation or any Subsidiary under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction; or any such petition or application is filed, or any such proceeding is commenced against this corporation or any Subsidiary and either (i) this corporation or any such Subsidiary by any act indicates its approval thereof, consent thereto or acquiescence therein or (ii) such petition, application or proceeding is not dismissed within 60 days;

(e) a judgment in excess of $500,000 is rendered against this corporation or any Subsidiary and, within 60 days after entry thereof, such judgment is not discharged or execution thereof stayed pending appeal, or within 60 days after the expiration of any such stay, such judgment is not discharged; or

(f) this corporation or any Subsidiary defaults in the performance of any obligation or agreement if the effect of such default is to cause an amount exceeding $500,000 to become due prior to its stated maturity.

4.3.5 Consequences of Events of Noncompliance.

(a) If an Event of Noncompliance has occurred and continued for a period of 90 days the holder or holders of a majority of the Preferred Stock then outstanding may demand (by written notice delivered to this corporation) immediate redemption of all or any portion of the Preferred Stock owned by such holder or holders at a price per share equal to $100.00. This corporation will give prompt written notice of such election to the other holders of Preferred Stock (but in any event within 10 days after receipt of the initial demand for redemption), and each such

other holder may demand immediate redemption of all or any portion of such holder’s Preferred Stock by giving written notice thereof to this corporation within 15 days after receipt of this corporation’s notice. This corporation will redeem all Preferred Stock as to which rights under this paragraph have been exercised within 30 days after receipt of the initial demand for redemption.

(b) If any Event of Noncompliance has occurred and has continued for 45 days, the number of directors constituting this corporation’s board of directors will, at the request of the holders of a majority of the Preferred Stock then outstanding, be increased by such number as will constitute a minimum majority of the board of directors, and the holders of Preferred Stock will have the special right, voting separately as a single class (with each share being entitled to one vote) and to the exclusion of all other classes of this corporation’s stock, to elect individuals to fill such newly created directorships, to remove any individuals elected to such directorships and to fill any vacancies in such directorships. The special right of the holders of Preferred Stock to elect members of the board of directors may be exercised at the special meeting called pursuant to this subparagraph (b), at any annual or special meeting of stockholders and, to the extent and in the manner permitted by applicable law, pursuant to a written consent in lieu of a stockholders meeting. Such special right will continue until such time as there is no longer any Event of Noncompliance in existence, at which time such special right will terminate subject to revesting upon the occurrence and continuation of any Event or Noncompliance which gives rise to such special right hereunder.

At any time when such special right has vested in the holders of Preferred Stock, a proper officer of this corporation will, upon the written request of the holder of at least 10% of the Preferred Stock then outstanding, addressed to the secretary of this corporation, call a special meeting of the holders of Preferred Stock for the purpose of electing directors pursuant to this subparagraph. Such meeting will be held at the earliest legally permissible date at the principal office of this corporation, or at such other place designated by the holders of at least 10% of the Preferred Stock then outstanding. If such meeting has not been called by a proper officer of this corporation within 10 days after personal service of such written request upon the secretary of this corporation or within 20 days after mailing the same to the secretary of this corporation at its principal office, then the holders of at least 10% of the Preferred Stock then outstanding may designate in writing one of their number to call such meeting at the expense of this corporation, and such meeting may be called by such Person so designated upon the notice required for annual meetings of stockholders and will be held at this corporation’s principal office, or at such other place designated by the holders of at least 10% of the Preferred Stock then outstanding. Any holder of Preferred Stock so designated will be given access to the stock record books of this corporation for the purpose of causing a meeting of stockholders to be called pursuant to this paragraph.

At any meeting or at any adjournment thereof at which the holders of Preferred Stock have the special right to elect directors, the presence, in person or by proxy, of the holders of a majority of the Preferred Stock then outstanding will be required to constitute a quorum for the election or removal of any director by the holders of the Preferred Stock exercising such special right. The vote of a majority of such quorum will be required to elect or remove any such director.

Any director so elected by the holders of Preferred Stock will continue to serve as a director until the expiration of the lesser of (a) a period of six months following the date on which there is no longer any Event of Noncompliance in existence or (b) the remaining period of the full term for which such director has been elected. After the expiration of such six-month period or when the full term for which such director has been elected ceases (provided that the special right to elect directors has terminated), as the case may be, the number of directors constituting the hoard of directors of this corporation will decrease to such number as constituted the whole board of directors of this corporation immediately prior to the occurrence of the Event or Events of Noncompliance giving rise to the special right to elect directors.

(c) If any Event of Noncompliance exists, each holder of Preferred Stock will also have any other rights which such holder may have been afforded under any contract or agreement at any time and any other rights which such holder may have pursuant to applicable law.

4.3.6 Voting Rights. Except as provided herein and as otherwise provided by law, the Preferred Stock will have no voting rights.

4.3.7 Registration of Transfer.

This corporation will keep at its principal office a register for the registration of Preferred Stock. Upon the surrender of any certificate representing Preferred Stock at such place, this corporation will, at the request of the record holder of such certificate, execute and deliver (at this corporation’s expense) a new certificate or certificates in exchange therefor representing in the aggregate the number of shares represented by the surrendered certificate. Each such new certificate will be registered in such name and will represent such number of shares as is requested by the holder of the surrendered certificate and will be substantially identical in form to the surrendered certificate.

4.3.8 Replacement.

Upon receipt of evidence reasonably satisfactory to this corporation (an affidavit of the registered holder will be satisfactory) of the ownership and the loss, theft, destruction or mutilation of any certificate evidencing shares of Preferred Stock, and in the case of any such loss, theft or destruction, upon receipt of indemnity reasonably satisfactory to this corporation (provided that if the holder is an institutional investor its own agreement will be satisfactory), or, in the case of any such mutilation upon surrender of such certificate, this corporation will (at its expense) execute and deliver in lieu of such certificate a new certificate of like kind representing the number of shares of Preferred Stock represented by such lost, stolen, destroyed or mutilated certificate and dated the date of such lost, stolen, destroyed or mutilated certificate.

4.3.9 Definitions.

“Credit Agreement” means that certain Credit Agreement (as originally executed) dated April 16, 1985 between Intercole Acquisition Corporation, a California Corporation and wholly owned subsidiary of this corporation (“Acquisition”), and Manufactures Hanover Trust Company pursuant to which Acquisition has obtained a credit facility of up to $25,500,000.

“Junior Securities” means any of this corporation’s equity securities other than the Preferred Stock.

“Person” means an individual, a partnership, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

“Purchase Agreement” means the Purchase Agreement by and between this corporation and Golder, Thoma, Cressey Fund II, an Illinois limited partnership, pursuant to which it is purchasing Preferred Stock, as such agreement may from time to time be amended in accordance with its terms.

“Registration Agreement” means the Registration Agreement as defined in the Purchase Agreement.

“Subsidiary” means any corporation of which the shares of stock having a majority of the general voting power in electing the board of directors are, at the time as of which any determination is being made, owned by this corporation either directly or indirectly through Subsidiaries.

4.3.10 Amendment and Waiver.

No amendment, modification or waiver will be binding or effective with respect to any provision of Section 4.3 without the prior written consent of the holders of at least 66-2/3% of the Preferred Stock outstanding at the time such action is taken.

4.3.11 Notices.

Except as otherwise expressly provided, all notices referred to herein will be in writing and will be delivered by registered or certified mail, return receipt requested, postage prepaid and will be deemed to have been given when so mailed (i) to this corporation, at its principal executive offices, and (ii) to any stockholder, at such holder’s address as it appears in the stock records of: this corporation (unless otherwise indicated by any such holder).

ARTICLE 5. PREEMPTIVE RIGHTS

No preemptive rights shall exist with respect to shares of stock or securities convertible into shares of stock of this corporation.

ARTICLE 6. CUMULATIVE VOTING

The right to cumulate votes in the election of Directors shall exist with respect to shares of stock of this corporation.

ARTICLE 7. BYLAWS

The Board of Directors shall have the power to adopt, amend or repeal the Bylaws of this corporation, subject to the power of the shareholders to amend or repeal such Bylaws. The shareholders shall also have the power to amend or repeal the Bylaws of this corporation and to adopt new Bylaws.

ARTICLE 8. REGISTERED OFFICE AND AGENT

The name of the initial registered agent of this corporation and the address of its initial registered office are as follows:

Lawco of Washington, Inc.
1900 Washington Building
Seattle, Washington 98101

ARTICLE 9. DIRECTORS

The number of Directors of this corporation shall be determined in the manner provided by the Bylaws and may be increased or decreased from time to time in the manner provided therein. The initial Board of Directors shall consist of one (1) Director, and the name and address of the person who shall serve as Director until the first annual meeting of shareholders or until his successor is elected and qualifies is:

Michael F. O. Harris
700 Third Avenue, Suite 840
Seattle, Washington 98104

ARTICLE 10. AMENDMENTS TO ARTICLES OF INCORPORATION

This corporation reserves the right to amend or repeal any of the provisions contained in these Articles of Incorporation in any manner now or hereafter permitted by law, and the rights of the shareholders of this corporation are granted subject to this reservation.

ARTICLE 11. INCORPORATOR

The name and address of the incorporator are as follows:

Stewart M. Landefeld
1900 Washington Building
Seattle, Washington 98101

Dated: April 8 1986

/s/ Stewart M. Landefeld

Stewart M. Landefeld, Incorporator

CONSENT TO APPOINTMENT AS REGISTERED AGENT

Lawco of Washington, Inc. hereby consents to serve as registered agent in the state of Washington for the following corporation: Intercole Subsidiary, Inc. Lawco of Washington, Inc. understands that as agent for the corporation, it will be its responsibility to accept service of process in the name of the corporation, to forward all mail and license renewals to the appropriate officer(s) of the corporation, and to notify the Office of the Secretary of State immediately of its resignation or of any changes in the address of the registered office of the corporation for which it is agent.

Dated: 4-8-86

LAWCO OF WASHINGTON, INC.

By	/s/ Steven Mikeon
Its	Vice President

Lawco of Washington, Inc.
1900 Washington Building
Seattle, Washington 98101

(Name and Address of Registered Agent)

EX-3.19

Exhibit 3.19

BYLAWS

OF

CABLE DESIGN TECHNOLOGIES INC.

Originally adopted on: April 9, 1986
Amendments are listed on page i

INTERCOLE SUBSIDIARY, INC.

AMENDMENTS

		Date of
Section	Effect of Amendment	Amendment

2

TABLE OF CONTENTS

	Page
SECTION 1. OFFICES		1
SECTION 2. SHAREHOLDERS		1
2.1 Annual Meeting		1
2.2 Special Meetings		1
2.3 Meetings by Telephone		1
2.4 Place of Meeting		1
2.5 Notice of Meeting		2
2.6 Waiver of Notice		2
2.7 Fixing of Record Date for Determining Shareholders		2
2.8 Voting Record		3
2.9 Quorum		3
2.10 Manner of Acting		3
2.11 Proxies		3
2.12 Voting of Shares		3
2.13 Voting for Directors		4
2.14 Action by Shareholders Without a Meeting		4
SECTION 3. BOARD OF DIRECTORS
3.1 General Powers		4
3.2 Number and Tenure		4
3.3 Annual and Regular Meetings		4
3.4 Special Meetings		5
3.5 Meetings by Telephone		5
3.6 Notice of Special Meetings		5
3.6.1 Personal Delivery		5
3.6.2 Delivery by Mail		5
3.6.3 Delivery by Telegraph		5
3.6.4 Oral Notice		5
3.7 Waiver of Notice		6
3.7.1 In Writing		6
3.7.2 By Attendance		6
3.8 Quorum		6
3.9 Manner of Acting		6
3.10 Presumption of Assent		6
3.11 Action by Board or Committees Without a Meeting		7
3.12 Resignation		7
3.13 Removal		7
3.14 Vacancies		7
3.15 Executive and Other Committees		7
3.15.1 Creation of Committees		7
3.15.2 Authority of Committees		7
3.15.3 Quorum and Manner of Acting		8
3.15.4 Minutes of Meetings		8
3.15.5 Resignation		8
3.15.6 Removal		8
3.16 Compensation		8
SECTION 4. OFFICERS		9
4.1 Number		9
4.2 Election and Term of Office		9

3

	Page
4.3 Resignation		9
4.4 Removal		9
4.5 Vacancies		9
4.6 Chairman of the Board		10
4.7 President		10
4.8 Vice President		10
4.9 Secretary		10
4.10 Treasurer		11
4.11 Salaries		11
SECTION 5. CONTRACTS, LOANS, CHECKS AND DEPOSITS		11
5.1 Contracts		11
5.2 Loans to the Corporation		11
5.3 Loans to Directors		11
5.4 Checks, Drafts, Etc.		12
5.5 Deposits		12
SECTION 6. CERTIFICATES FOR SHARES AND THEIR TRANSFER		12
6.1 Issuance of Shares		12
6.2 Certificates for Shares		12
6.3 Stock Records		12
6.4 Restriction on Transfer		12
6.5 Transfer of Shares		13
6.6 Lost or Destroyed Certificates		13
SECTION 7. BOOKS AND RECORDS		14
SECTION 8. ACCOUNTING YEAR		14
SECTION 9. SEAL		14
SECTION 10. INDEMNIFICATION		14
SECTION 11. AMENDMENTS		15

4

BYLAWS

OF

CABLE DESIGN TECHNOLOGIES INC.

SECTION 1. OFFICES

The principal office of the corporation shall be located at the principal place of business or such other place as the Board of Directors (“Board”) may designate. The corporation may have such other offices, either within or without the State of Washington, as the Board may designate or as the business of the corporation may require from time to time.

SECTION 2. SHAREHOLDERS

2.1 Annual Meeting. The annual meeting of the shareholders shall be held the first Monday in June in each year at 11:00 a.m. for the purpose of electing Directors and transacting such other business as may properly come before the meeting. If the day fixed for the annual meeting is a legal holiday at the place of the meeting, the meeting shall be held on the next succeeding business day. If the annual meeting is not held on the date designated therefor, the Board shall cause the meeting to be held as soon thereafter as may be convenient.

2.2 Special Meetings. The Chairman of the Board, the President, the Board, or the holders of not less than one-tenth of all the outstanding shares of the corporation entitled to vote at the meeting, may call special meetings of the shareholders for any purpose.

2.3 Meetings by Telephone. Shareholders may participate in a meeting of the shareholders by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

2.4 Place of Meeting. All meetings shall be held at the principal office of the corporation or at such other place within or without the State of Washington designated by the Board, by any persons entitled to call a meeting hereunder or in a waiver of notice signed by all of the shareholders entitled to notice of the meeting.

2.5 Notice of Meeting. The Chairman of the Board, the President, the Secretary, the Board, or shareholders calling an annual or special meeting of shareholders as provided for herein, shall cause to be delivered to each shareholder entitled to notice of or to vote at the meeting either personally or by mail, not less than ten nor more than fifty days before the meeting, written notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. At any time, upon written request of the holders of not less than one-tenth of all of the outstanding shares of the corporation entitled to vote at the meeting, it shall be the duty of the Secretary to give notice of a special meeting of shareholders to be held on such date and at such place and time as the Secretary may fix, not less than ten nor more than thirty-five days after receipt of said request, and if the Secretary shall neglect or refuse to issue such notice, the person making the request may do so and may fix the date for such meeting. If such notice is mailed, it shall be deemed delivered when deposited in the official government mail properly addressed to the shareholder at his or her address as it appears on the stock transfer books of the corporation with postage prepaid. If the notice is telegraphed, it shall be deemed delivered when the content of the telegram is delivered to the telegraph company.

2.6 Waiver of Notice. Whenever any notice is required to be given to any shareholder under the provisions of these Bylaws, the Articles of Incorporation or the Washington Business Corporation Act, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

2.7 Fixing of Record Date for Determining Shareholders. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other purpose, the Board may

5

fix in advance a date as the record date for any such determination. Such record date shall be not more than fifty days, and in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action requiring such determination is to be taken. If no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting or to receive payment of a dividend, the date and hour on which the notice of meeting is mailed or on which the resolution of the Board declaring such dividend is adopted, as the case may be, shall be the record date and time for such determination. Such a determination shall apply to any adjournment of the meeting.

2.8 Voting Record. At least ten days before each meeting of shareholders, a complete record of the shareholders entitled to vote at such meeting, or any adjournment thereof, shall be made, arranged in alphabetical order, with the address of and number of shares held by each shareholder. This record shall be kept on file at the registered office of the corporation for ten days prior to such meeting and shall be kept open at such meeting for the inspection of any shareholder.

2.9 Quorum. A majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of the shareholders. If less than a majority of the outstanding shares entitled to vote are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. If a quorum is present or represented at a reconvened meeting following such an adjournment, any business may be transacted that might have been transacted at the meeting as originally called. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

2.10 Manner of Acting. Except as may be otherwise provided in the Washington Business Corporation Act, if a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders, unless the vote of a greater number is required by these Bylaws, the Articles of Incorporation or the Washington Business Corporation Act.

2.11 Proxies. A shareholder may vote by proxy executed in writing by the shareholder or by his or her attorney-in-fact. Such proxy shall be filed with the Secretary of the corporation before or at the time of the meeting. A proxy shall become invalid eleven months after the date of its execution, unless otherwise provided in the proxy. A proxy with respect to a specified meeting shall entitle the holder thereof to vote at any reconvened meeting following adjournment of such meeting but shall not be valid after the final adjournment thereof.

2.12 Voting of Shares. Each outstanding share entitled to vote with respect to the subject matter of an issue submitted to a meeting of shareholders shall be entitled to one vote upon each such issue.

2.13 Voting for Directors. Each shareholder entitled to vote at an election of Directors may vote, in person or by proxy, the number of shares owned by such shareholder for as many persons as there are directors to be elected and for whose election such shareholder has a right to vote, or, unless otherwise provided in the Articles of Incorporation, each such shareholder may cumulate his or her votes by distributing among one or more candidates as many votes as are equal to the number of-such Directors multiplied by the number of his or her shares.

2.14 Action by Shareholders Without a Meeting. Any action which could be taken at a meeting of the shareholders may be taken without a meeting if a written consent setting forth the action so taken is signed by all shareholders entitled to vote with respect to the subject matter thereof. Any such consent shall be inserted in the minute book as if it were the minutes of a meeting of the shareholders.

SECTION 3. BOARD OF DIRECTORS

3.1 General Powers. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of, the Board, except as may be otherwise provided in these Bylaws, the Articles of Incorporation or the Washington Business Corporation Act.

3.2 Number and Tenure. The Board shall be composed of not less than one nor more than eight Directors, the specific number to be set by resolution of the Board or the shareholders. The number of Directors may be changed

6

from time to time by amendment to these Bylaws, but no decrease in the number of Directors shall have the effect of shortening the term of any incumbent Director. Unless a Director dies, resigns, or is removed, he or she shall hold office until the next annual meeting of shareholders or until his or her successor is elected, whichever is later. Directors need not be shareholders of the corporation or residents of the State of Washington.

3.3 Annual and Regular Meetings. An annual Board meeting shall be held without notice immediately after and at the same place as the annual meeting of shareholders. By resolution the Board, or any committee thereof, may specify the time and place either within or without the State of Washington for holding regular meetings thereof without other notice than such resolution.

3.4 Special Meetings. Special meetings of the Board or any committee appointed by the Board may be called by or at the request of the Chairman of the Board, the President, the Secretary or, in the case of special Board meetings, any one Director and, in the case of any special meeting of any committee appointed by the Board, by the Chairman thereof. The person or persons authorized to call special meetings may fix any place either within or without the State of Washington as the place for holding any special Board or committee meeting called by them.

3.5 Meetings by Telephone. Members of the Board or any committee designated by the Board may participate in a meeting of such Board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

3.6 Notice of Special Meetings. Notice of a special Board or committee meeting stating the place, day and hour of the meeting shall be given to a Director in writing or orally by telephone or in person. Neither the business to be transacted at, nor the purpose of, any special meeting need be specified in the notice of such meeting.

3.6.1 Personal Delivery. If notice is given by personal delivery, the notice shall be effective if delivered to a Director at least two days before the meeting.

3.6.2 Delivery by Mail. If notice is delivered by mail, the notice shall be deemed effective if deposited in the official government mail properly addressed to a Director at his or her address shown on the records of the corporation with postage prepaid at least five days before the meeting.

3.6.3 Delivery by Telegraph. If notice is delivered by telegraph, the notice shall be deemed effective if the content thereof is delivered to the telegraph company for delivery to a Director at his or her address shown on the records of the corporation at least three days before the meeting.

3.6.4 Oral Notice. If notice is delivered orally, by telephone or in person, the notice shall be deemed effective if personally given to the Director at least two days before the meeting.

3.7 Waiver of Notice.

3.7.1 In Writing. Whenever any notice is required to be given to any Director under the provisions of these Bylaws, the Articles of Incorporation or the Washington Business Corporation Act, a waiver thereof in writing; signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board or any committee appointed by the Board need be specified in the waiver of notice of such meeting.

3.7.2 By Attendance. The attendance of a Director at a Board or committee meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

3.8 Quorum. A majority of the number of Directors fixed by or in the manner provided in these Bylaws shall constitute a quorum for the transaction of business at any Board meeting but, if less than a majority are present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

7

3.9 Manner of Acting. Except as may be otherwise provided in the Washington Business Corporation Act, the act of the majority of the Directors present at a Board meeting at which there is a quorum shall be the act of the Board, unless the vote of a greater number is required by these Bylaws, the Articles of Incorporation or the Washington Business Corporation Act.

3.10 Presumption of Assent. A Director of the corporation present at a Board or committee meeting at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent is entered in the minutes of the meeting, or unless such Director files a written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof, or forwards such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. A Director who voted in favor of such action may not dissent.

3.11 Action by Board or Committees Without a Meeting. Any action which could be taken at a meeting of the Board or of any committee appointed by the Board may be taken without a meeting if a written consent setting forth the action so taken is signed by each of the Directors or by each committee member. Any such written consent shall be inserted in the minute book as if it were the minutes of a Board or a committee meeting.

3.12 Resignation. Any Director may resign at any time by delivering written notice to the Chairman of the Board, the President, the Secretary or the Board, or to the registered office of the corporation, or by giving oral notice at any meeting of the Directors or shareholders. Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

3.13 Removal. At a meeting of shareholders called expressly for that purpose, one or more members of the Board (including the entire Board) may be removed, with or without cause, by a vote of the holders of a majority of the shares then entitled to vote on the election of Directors. If the Articles of Incorporation permit cumulative voting in the election of Directors, then if less than the entire Board is to be removed, no one of the Directors may be removed if the votes cast against his or her removal would be sufficient to elect such Director if then cumulatively voted at an election of the entire Board.

3.14 Vacancies. Any vacancy occurring on the Board may be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board. A Director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office. Any directorship to be filled by reason of an increase in the number of Directors may be filled by the Board for a term of office continuing only until the next election of Directors by the shareholders.

3.15 Executive and Other Committees.

3.15.1 Creation of Committees. The Board, by resolution adopted by a majority of the number of Directors fixed by or in the manner provided in these Bylaws, may appoint standing or temporary committees, including an Executive Committee, from its own number and invest such committees with such powers as it may see fit, subject to such conditions as may be prescribed by the Board, these Bylaws and applicable law.

3.15.2 Authority of Committees. Each committee shall have and may exercise all of the authority of the Board to the extent provided in the resolution of the Board appointing the committee, except that no such committee shall have the authority to: (1) Authorize distributions, except at a rate or in periodic amount determined by the Board, (2) approve or recommend to shareholders actions or proposals required by the Washington Business Corporation Act to be approved by shareholders, (3) fill vacancies on the Board or any committee thereof, (4) amend these Bylaws, (5) fix compensation of any Director for serving on the Board or on any committee, (6) approve a plan of merger, consolidation, or exchange of shares not requiring shareholder approval, or (7) appoint other committees of the Board or the members thereof.

3.15.3 Quorum and Manner of Acting. A majority of the number of Directors composing any committee of the Board, as established and fixed by resolution of the Board, shall constitute a quorum for the transaction of business at any meeting of such committee but, if less than a majority are present at a meeting, a majority of such Directors

8

present may adjourn the meeting from time to time without further notice. Except as may be otherwise provided in the Washington Business Corporation Act, the act of a majority of the members of a committee present at a meeting at which a quorum is present shall be the act of the committee.

3.15.4 Minutes of Meetings. All committees so appointed shall keep regular minutes of their meetings and shall cause them to be recorded in books kept for that purpose.

3.15.5 Resignation. Any member of any committee may resign at any time by delivering written notice thereof to the Chairman of the Board, the President, the Secretary, the Board, or the Chairman of such committee, or by giving oral notice at any meeting of such committee. Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

3.15.6 Removal. The Board may remove from office any member of any committee elected or appointed by it but only by the affirmative vote of not less than a majority of the number of Directors fixed by or in the manner provided in these Bylaws.

3.16 Compensation. By Board resolution, Directors and committee members may be paid their expenses, if any, of attendance at each Board or committee meeting, or a fixed sum for attendance at each Board or committee meeting, or a stated salary as Director or a committee member, or a combination of the foregoing. No such payment shall preclude any Director or committee member from serving the corporation in any other capacity and receiving compensation therefor.

SECTION 4. OFFICERS

4.1 Number. The officers of the corporation shall be a President, a Secretary and a Treasurer, each of whom shall be elected by the Board. One or more Vice Presidents and such other officers and assistant officers, including a Chairman of the Board, may be elected or appointed by the Board, such officers and assistant officers to hold office for such period, have such authority and perform such duties as are provided in these Bylaws or as may be provided by resolution of the Board. Any officer may be assigned by the Board any additional title that the Board deems appropriate. The Board may delegate to any officer or agent the power to appoint any such subordinate officers or agents and to prescribe their respective terms of office, authority and duties. Any two or more offices may be held by the same person, except the offices of President and Secretary may not be held by the same person unless all of the issued and outstanding shares of the corporation are owned of record by one shareholder.

4.2 Election and Term of Office. The officers of the corporation shall be elected annually by the Board at the Board meeting held after the annual meeting of the shareholders. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as a Board meeting conveniently may be held. Unless an officer dies, resigns, or is removed from office, he or she shall hold office until the next annual meeting of the Board or until his or her successor is elected.

4.3 Resignation. Any officer may resign at any time by delivering written notice to the Chairman of the Board, the President, a Vice President, the Secretary or the Board, or by giving oral notice at any meeting of the Board. Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

4.4 Removal. Any officer or agent elected or appointed by the Board may be removed by the Board whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

4.5 Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, creation of a new office or any other cause may be filled by the Board for the unexpired portion of the term or for a new term established by the Board.

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4.6 Chairman of the Board. If elected, the Chairman of the Board shall perform such duties as shall be assigned to him or her by the Board from time to time and shall preside over meetings of the Board and shareholders unless another officer is appointed or designated by the Board as Chairman of such meeting.

4.7 President. The President shall be the chief executive officer of the corporation unless some other officer is so designated by the Board, shall preside over meetings of the Board and shareholders in the absence of a Chairman of the Board, and, subject to the Board’s control, shall supervise and control all of the assets, business and affairs of the corporation. The President may sign certificates for shares of the corporation, deeds, mortgages, bonds, contracts, or other instruments, except when the signing and execution thereof have been expressly delegated by the Board or by these Bylaws to some other officer or agent of the corporation or are required by law to be otherwise signed or executed by some other officer or in some other manner. In general, the President shall perform all duties incident to the office of President and such other duties as are prescribed by the Board from time to time.

4.8 Vice President. In the event of the death of the President or his or her inability to act, the Vice President (or if there is more than one Vice President, the Vice President who was designated by the Board as the successor to the President, or if no Vice President is so designated, the Vice President first elected to such office) shall perform the duties of the President, except as may be limited by resolution of the Board, with all the powers of and subject to all the restrictions upon the President. Any Vice President may sign, with the Secretary or any Assistant Secretary, certificates for shares of the corporation. Vice Presidents shall have, to the extent authorized by the President or the Board, the same powers as the President to sign deeds, mortgages, bonds, contracts, or other instruments. Vice Presidents shall perform such other duties as from time to time may be assigned to them by the President or by the Board.

4.9 Secretary. The Secretary shall: (a) keep the minutes of meetings of the shareholders and the Board in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and seal of the corporation; (d) keep registers of the post office address of each shareholder and Director; (e) sign, with the President or a Vice President, certificates for shares of the corporation; (f) have general charge of the stock transfer books of the corporation; (g) sign, with the President or other officer authorized by the President or the Board, deeds, mortgages, bonds, contracts, or other instruments; and (h) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or by the Board. In the absence of the Secretary, an Assistant Secretary-may perform the duties of the Secretary.

4.10 Treasurer. If required by the Board, the Treasurer shall give a bond for the faithful discharge of his or her duties in such amount and with such surety or sureties as the Board shall determine. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the. corporation in banks, trust companies or other depositories selected in accordance with the provisions of these Bylaws; and in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or by the Board. In the absence of the Treasurer, an Assistant Treasurer may perform the duties of the Treasurer.

4.11 Salaries. The salaries of the officers shall be fixed from time to time by the Board or by any person or persons to whom the Board has delegated such authority. No officer shall be prevented from receiving such salary by reason of the fact that he or she is also a Director of the corporation.

SECTION 5. CONTRACTS, LOANS, CHECKS AND DEPOSITS

5.1 Contracts. The Board may authorize any officer or officers, or agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation. Such authority may be general or confined to specific instances.

5.2 Loans to the Corporation. No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances.

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5.3 Loans to Directors. The corporation may not lend money to or guarantee the obligation of a Director unless approved by the holders of at least a majority of the votes represented by the outstanding shares of all classes entitled to vote thereon, excluding the votes of the benefited Director, or the Board determines that the loan or guarantee benefits the corporation and either approves the specific loan or guarantee or a general plan authorizing loans and guarantees.

5.4 Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, or agent or agents, of the corporation and in such manner as is from time to time determined by resolution of the Board.

5.5 Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board may select.

SECTION 6. CERTIFICATES FOR SHARES AND THEIR TRANSFER

6.1 Issuance of Shares. No shares of the corporation shall be issued unless authorized by the Board, which authorization shall include the maximum number of shares to be issued and the consideration to be received for each share.

6.2 Certificates for Shares. Certificates representing shares of the corporation shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary and shall include on their face written notice of any restrictions which may be imposed on the transferability of such shares. All certificates shall be consecutively numbered or otherwise identified.

6.3 Stock Records. The stock transfer books shall be kept at the registered office or principal place of business of the corporation or at the office of the corporation’s transfer agent or registrar. The name and address of each person to whom certificates for shares are issued, together with the class and number of shares represented by each such certificate and the date of issue thereof, shall be entered on the stock transfer books of the corporation. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes.

6.4 Restriction on Transfer. Except to the extent that the corporation has obtained an opinion of counsel acceptable to the corporation that transfer restrictions are not required under applicable securities laws, or has otherwise satisfied itself that such transfer restrictions are not required, all certificates representing shares of the corporation shall bear a legend on the face of the certificate, or on the reverse of the certificate if a reference to the legend is contained on the face, which reads substantially as follows:

“The securities evidenced by this certificate have not been registered under the Securities Act of 1933 or any applicable state law, and no interest therein may be sold, distributed, assigned, offered, pledged or otherwise transferred unless (a) there is an effective registration statement under such Act and applicable state securities laws covering any such transaction involving said securities or (b) this corporation receives an opinion of legal counsel for the holder of these securities (concurred in by legal counsel for this corporation) stating that such transaction is exempt from registration or this corporation otherwise satisfies itself that such transaction is exempt from registration. Neither the offering of the securities nor any offering materials have been reviewed by any administrator under the Securities Act of 1933, or any applicable state law.”

6.5 Transfer of Shares. The transfer of shares of the corporation shall be made only on the stock transfer books of the corporation pursuant to authorization or document of transfer made by the holder of record thereof or by his or her legal representative, who shall furnish proper evidence of authority to transfer, or by his or her attorney-in-fact authorized by power of attorney duly executed and filed with the Secretary of the corporation. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificates for a like number of shares shall have been surrendered and cancelled.

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6.6 Lost or Destroyed Certificates. In the case of a lost, destroyed or mutilated certificate, a new certificate may be issued therefor upon such terms and indemnity to the corporation as the Board may prescribe.

SECTION 7. BOOKS AND RECORDS

The corporation shall keep correct and complete books and records of account, stock transfer books, minutes of the proceedings of its shareholders and Board and such other records as may be necessary or advisable.

SECTION 8. ACCOUNTING YEAR

The accounting year of the corporation shall be the calendar year, provided that if a different accounting year is at any time selected for purposes of federal income taxes, the accounting year shall be the year so selected.

SECTION 9. SEAL

The seal of the corporation shall consist of the name of the corporation, the state of its incorporation and the year of its incorporation.

SECTION 10. INDEMNIFICATION

To the full extent permitted by the Washington Business Corporation Act, the corporation shall indemnify any person made or threatened to be made a party to-any proceeding (whether brought by or in the right of the corporation or otherwise) by reason of the fact that he or she is or was a Director or officer of the corporation, or is or was serving at the request of the corporation as a Director or officer of another corporation, against judgments, penalties, fines, settlements and reasonable expenses (including attorneys’ fees) actually incurred by him or her in connection with such proceeding; and the Board may, at any time, approve indemnification of any other person which the corporation has the power to indemnify under the Washington Business Corporation Act. The indemnification provided by this Section shall not be deemed exclusive of any other rights to which a person may be entitled as a matter of law or by contract or by vote of the Board or the shareholders. The corporation may purchase and maintain indemnification insurance for any person to the extent provided by applicable law. Any indemnification of a Director pursuant to this Section, including any payment or reimbursement of expenses, shall be reported to the shareholders with the notice of the next meeting of shareholders or prior thereto in a written report containing a brief description of the proceedings involving the Director being indemnified and the nature and extent of such indemnification.

SECTION 11. AMENDMENTS

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the Board. The shareholders may also alter, amend and repeal these Bylaws or adopt new Bylaws. All Bylaws made by the Board may be amended, repealed, altered or modified by the shareholders.

The foregoing Bylaws were adopted by the Board of Directors on April 9, 1986

/s/ MFO Harris Secretary

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EX-5.1

Exhibit 5.1

August 31, 2007

Belden Inc.
7701 Forsyth Boulevard, Suite 800
St. Louis, Missouri 63105

Ladies and Gentlemen:

     We are issuing this letter in our capacity as special counsel for and at the request of Belden Inc., a Delaware corporation (the “Issuer”), Belden 1993 Inc., a Delaware corporation, Belden Holdings, Inc., a Delaware corporation, Belden Technologies, Inc., a Delaware corporation, Belden Wire & Cable Company, a Delaware corporation, CDT International Holdings Inc., a Delaware Corporation, Nordx/CDT Corp., a Delaware corporation, Thermax/CDT, Inc., a Delaware corporation, and Belden CDT Networking, Inc., a Washington corporation (collectively, the “Guarantors”) in connection with the proposed registration by the Issuer and Guarantors (collectively, the “Registrants”) of up to $350,000,000 aggregate principal amount of the Issuer’s 7% Senior Subordinated Notes due 2017 (the “Exchange Notes”) and the guarantees thereof (the “Exchange Guarantees”) pursuant to a Registration Statement on Form S-4 to be filed with the Securities and Exchange Commission (the “Commission”) on or about the date hereof, under the Securities Act of 1933, as amended (the “Act”) (such Registration Statement, as amended or supplemented, is hereinafter referred to as the “Registration Statement”). The Exchange Notes and the Exchange Guarantees are to be issued in exchange for and in replacement of the Issuer’s outstanding 7% Senior Subordinated Notes due 2017 (the “Old Notes”) and related guarantees from the Guarantors. The Old Notes and related guarantees were, and the Exchange Notes and the Exchange Guarantees will be, issued under the Indenture (the “Indenture”), dated as of March 16, 2007, among the Company, the Guarantors and U.S. Bank National Association, as trustee (the “Trustee”).

     In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary for the purposes of this opinion, including (i) resolutions of the Registrants with respect to the issuance and sale of the Exchange Notes and the Exchange Guarantees, (ii) the Registration Statement, (iii) the Indenture, (iv) the forms of the Exchange Notes, (v) the forms of the Exchange Guarantees, and (v) the Registration Rights Agreement (the “Registration Rights Agreement”), dated as of March 16, 2007, among the Company, the Guarantors and Wachovia Capital Markets, LLC and UBS Securities LLC.

     For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto (other than the Registrants) and the due authorization, execution and delivery of all documents by the parties thereto (other than the Registrants). We have further assumed that the

Exchange Guarantees will be duly authorized, executed and delivered by Belden CDT Networking, Inc., a Washington corporation, and that the Indenture is a binding obligation of the Trustee. As to any facts material to the opinions expressed herein which we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Registrants and others.

     Our opinion expressed below is subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of (i) any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar law affecting the enforcement of creditors’ rights generally, (ii) general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), (iii) public policy considerations which may limit the rights of parties to obtain certain remedies, and (iv) any applicable laws except the laws of the State of New York.

     Based upon and subject to the foregoing assumptions, qualifications and limitations and the further limitations set forth below, we are of the opinion that when (i) the Registration Statement has become effective under the Act, provided that such effectiveness shall not have been terminated, (ii) the Exchange Notes and the Exchange Guarantees have been duly executed and authenticated in accordance with the provisions of the Indenture, and (iii) the Exchange Notes and the Exchange Guarantees have been duly delivered to the purchasers thereof in exchange for the Old Notes and related guarantees as contemplated in the Registration Statement and pursuant to the Registration Rights Agreement, the Exchange Notes will constitute binding obligations of the Issuer and the Exchange Guarantees will constitute binding obligations of the Guarantors.

     We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. We also consent to the reference to our firm under the heading “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.

     This opinion is limited to the specific issues addressed herein and speaks only to the laws of the State of New York, and no opinion may be inferred or implied beyond that expressly stated herein. We assume no obligation to revise or supplement this opinion should the present laws of the State of New York be changed by legislative action, judicial decision or otherwise.

     This opinion is furnished to you solely in accordance with the requirements of Item 601(b) of Regulation S-K promulgated under the Act and is not to be used, circulated, quoted or otherwise relied upon for any other purpose.

Sincerely,
 

/s/ Kirkland & Ellis LLP  

Kirkland & Ellis LLP 

EX-12.1

Exhibit 12.1

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

			Six Months Ended
			June 24,			Fiscal Year Ended December 31,
			2007			2006		2005		2004		2003		2002
			(dollars in thousands)
Fixed Charges
	1.	Interest expensed and capitalized	$	11,548		$	13,178	$	15,102	$	14,731	$	13,276	$	15,748
	2.	An estimate of the interest factor in rental expense		4,003			4,607		4,165		2,859		1,776		1,768
		Total Fixed Charges	$	15,551		$	17,785	$	19,267	$	17,590	$	15,052	$	17,516
Earnings
	1.	Pre-tax income (loss) from continuing operations before minority interests	$	80,807		$	112,464	$	58,239	$	24,968	$	9,818	$	(636	)
	2.	Fixed charges		15,551			17,785		19,267		17,590		15,052		17,516
	3.	Amortization of capitalized interest (less interest capitalized)		(222	)		102		207		316		319		288
		Total Earnings	$	96,136		$	130,351	$	77,713	$	42,874	$	25,189	$	17,168
		Ratio of Earnings to Fixed Charges		6.2x			7.3x		4.0x		2.4x		1.7x		1.0x

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” in this Registration Statement on Form S-4 and related Prospectus of Belden Inc. for the offer to exchange $350 million of 7% Senior Subordinated Notes due 2017 and to the use of our report dated February 28, 2007, with respect to the consolidated financial statements of Belden Inc. included and incorporated by reference therein, to the incorporation by reference therein of our report dated February 28, 2007 with respect to the consolidated financial schedule of Belden Inc. and to the incorporation by reference therein of our report dated February 28, 2007 with respect to Belden Inc. management’s assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of Belden Inc., included in its Annual Report (Form 10-K) for the year ended December 31, 2006, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

St. Louis, Missouri
August 24, 2007

EX-25.1

Exhibit 25.1

securities and exchange commission

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER
THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
Check if an Application to Determine Eligibility of
a Trustee Pursuant to Section 305(b)(2)

U.S. BANK NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

31-0841368

I.R.S. Employer Identification No.

800 Nicollet Mall
Minneapolis, Minnesota	55402
(Address of principal executive offices)	(Zip Code)

Raymond S. Haverstock
U.S. Bank National Association
60 Livingston Avenue
St. Paul, MN 55107
(651) 495-3909

(Name, address and telephone number of agent for service)

Belden Inc.

(Issuer with respect to the Securities)

Delaware	36-3601505
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
7701 Forsyth Boulevard, Suite 800
St. Louis, Missouri	63105
(Address of Principal Executive Offices)	(Zip Code)

7.00% Senior Subordinated Notes due 2017
Guarantees of 7.00% Senior Subordinated Notes due 2017
(Title of the Indenture Securities)

FORM T-1

Item 1. GENERAL INFORMATION. Furnish the following information as to the Trustee.

a)	Name and address of each examining or supervising authority to which it is subject.
	Comptroller of the Currency           Washington, D.C.

b)	Whether it is authorized to exercise corporate trust powers.
	Yes

Item 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.
          None

Items 3-15 Items 3-15 are not applicable because to the best of the Trustee’s knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

Item 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

1.	A copy of the Articles of Association of the Trustee.*
2.	A copy of the certificate of authority of the Trustee to commence business.*
3.	A copy of the certificate of authority of the Trustee to exercise corporate trust powers.*
4.	A copy of the existing bylaws of the Trustee.*
5.	A copy of each Indenture referred to in Item 4. Not applicable.
6.	The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.
7.	Report of Condition of the Trustee as of June 30, 2007 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4 of Revlon Consumer Products Corporation, Registration Number 333-128217, filed on November 15, 2005.

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SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of St. Paul, State of Minnesota on the 21st of August, 2007.

By:	/s/ Raymond S. Haverstock
	Raymond S. Haverstock
	Vice President

By:	/s/ Richard Prokosch
	Richard Prokosch
	Vice President

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Exhibit 6

CONSENT

     In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: August 21, 2007

By:	/s/ Raymond S. Haverstock
	Raymond S. Haverstock
	Vice President

By:	/s/ Richard Prokosch
	Richard Prokosch
	Vice President

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Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 6/30/2007

($000’s)

	6/30/2007
Assets
Cash and Due From Depository Institutions	$	6,570,622
Securities		38,972,163
Federal Funds		3,771,433
Loans & Lease Financing Receivables		144,255,624
Fixed Assets		2,389,792
Intangible Assets		12,181,700
Other Assets		12,884,541
Total Assets	$	221,025,875
Liabilities
Deposits	$	133,727,871
Fed Funds		11,750,444
Treasury Demand Notes		0
Trading Liabilities		241,301
Other Borrowed Money		38,213,977
Acceptances		0
Subordinated Notes and Debentures		7,697,466
Other Liabilities		7,434,860
Total Liabilities	$	199,065,919
Equity
Minority Interest in Subsidiaries	$	1,537,943
Common and Preferred Stock		18,200
Surplus		12,057,531
Undivided Profits		8,346,282
Total Equity Capital	$	21,959,956
Total Liabilities and Equity Capital	$	221,025,875

To the best of the undersigned’s determination, as of the date hereof, the above financial information is true and correct.

U.S. Bank National Association

By:	/s/ Raymond S. Haverstock
	Vice President

Date: August 21, 2007

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EX-99.1

Exhibit 99.1

LETTER OF TRANSMITTAL

With respect to the Exchange Offer regarding the
7% Senior Subordinated Notes due 2017
issued by

Belden Inc.

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON                      , 2007

To My Broker or Account Representative:

I, the undersigned, hereby acknowledge receipt of the Prospectus, dated               , 2007 (the “Prospectus”), of Belden Inc., a Delaware corporation (the “Company”), in connection with its offer to exchange (the “Exchange Offer”) up to $350 million aggregate principal amount of its 7% Senior Subordinated Notes due 2017, and the guarantees thereof (the “Exchange Notes”), which have been registered under the Securities Act of 1933, as amended (the “Act”), for a like principal amount of its currently outstanding 7% Senior Subordinated Notes due 2017, and the guarantees thereof (the “Old Notes”). The Exchange Offer is contingent upon satisfaction or waiver of certain customary conditions.

This letter instructs you as to action to be taken by you relating to the Exchange Offer with respect to the Old Notes held by you for the account of the undersigned.

I have agreed to be bound by the terms and conditions set forth in the Prospectus. I understand that the Exchange Offer must be accepted on or prior to 5:00 P.M., New York City Time, on          , 2007.

I understand I may tender all, some or none of my Old Notes. I acknowledge and agree that the tender of Old Notes made hereby may not be withdrawn except in accordance with the procedures set forth in the Prospectus.

The undersigned hereby instructs you (CHECK APPROPRIATE BOX):

o	TO TENDER the following Old Notes held by you for the account of the undersigned (INSERT PRINCIPAL AMOUNT OF OLD NOTES TO BE TENDERED, IF ANY):*
	$  ­ ­
o	NOT TO TENDER any Old Notes held by you for the account of the undersigned. * Old Notes tendered hereby must be in minimum denominations of $1,000 principal amount and integral multiples of $1,000 in excess thereof. Unless a specific contrary instruction is given herein, your signature hereon shall constitute an instruction to us to tender ALL of your Old Notes.

If the undersigned instructs you to tender the Old Notes held by you for the account of the undersigned, it is understood that you are authorized (a) to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Prospectus that are to be made with respect to the undersigned as a beneficial owner, including but not limited to the representations that

•  the undersigned is acquiring the Exchange Notes in the ordinary course of business of the undersigned;

•  the undersigned is not participating, does not intend to participate, and has no arrangement or understanding with any person to participate in the distribution of the Exchange Notes;

•  the undersigned is not an “affiliate,” as defined in Rule 405 under the Act, of the Company;

•  if the undersigned is a broker-dealer holding Old Notes acquired for its own account as a result of market-making activities or other trading activities, the undersigned will deliver a prospectus meeting the requirements of the Act in connection with any resale of Exchange Notes received in respect of such Old Notes pursuant to the Exchange Offer. By acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an underwriter within the meaning of the Act; and

•  if the undersigned is engaged in or intends to engage in or has an arrangement or understanding with any person to participate in a distribution of the Exchange Notes acquired in the Exchange Offer, the undersigned must comply with the registration and prospectus delivery requirements of the Act in connection with a secondary resale transaction of the Exchange Notes acquired by such person and cannot rely on the position of the Staff of the Securities and Exchange Commission set forth in no-action letters that are discussed in the section of the Prospectus entitled “The Exchange Offer”;

(b) to agree, on behalf of the undersigned, to be bound by the terms and conditions as set forth in the Prospectus; and (c) to take such other action as necessary under the Prospectus to effect the valid tender of such Old Notes.

Name of beneficial owner(s): 

Signatures: 

Name (please print): 

Address:  

Telephone number: 

Taxpayer Identification or Social Security Number: 

Date: 

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