BELDEN INC. 4,500,000 Depositary Shares Each representing a 1/100th Interest in a Share of 6.75% Series B Mandatory Convertible Preferred Stock, par value $0.01 per share (initial liquidation preference of $10,000 per share) Underwriting AgreementBelden Inc. • July 26th, 2016 • Drawing & insulating of nonferrous wire • New York
Belden Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 4,500,000 depositary shares (the “Underwritten Shares”), each representing a 1/100th interest in a share of its 6.75% Series B Mandatory Convertible Preferred Stock, par value $0.01 per share, with an initial liquidation preference of $10,000 per share (the “Preferred Stock”), of the Company and, at the option of the Underwriters, up to an additional 675,000 depositary shares, each representing a 1/100th interest in a share if its Preferred Stock, of the Company (the “Option Depositary Shares”). The Underwritten Shares and the Option Depositary Shares are herein referred to as the “Depositary Shares”. The Preferred Stock will be convertible into a variable number of shares of Common Stock (the “Conversion Shares”), par value $0.01 per share, of the
6.75% SERIES B MANDATORY CONVERTIBLE PREFERRED STOCK OF BELDEN INC. DEPOSIT AGREEMENT among BELDEN INC., AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, acting as Depositary, and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN...Deposit Agreement • July 26th, 2016 • Belden Inc. • Drawing & insulating of nonferrous wire • New York
THIS DEPOSIT AGREEMENT dated as of July 26, 2016 among (i) BELDEN INC., a Delaware corporation (the “Corporation”), (ii) AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability trust company (the “Depositary”), and (iii) the Record Holders from time to time of the Receipts described in this Agreement.
