SECOND SUPPLEMENTAL INDENTURE GOVERNING
1.00% SENIOR CONVERTIBLE NOTES DUE 2012
OF GENERAL CABLE CORPORATION
This
SECOND SUPPLEMENTAL INDENTURE (this “Supplemental
Indenture”), dated as of April 18, 2008, among Phelps
Dodge Africa Cable Corporation, a Delaware corporation (the
“Guaranteeing Subsidiary”), a subsidiary of General
Cable Corporation, a Delaware corporation (the
“Company”), the Company, the other Guarantors (as
defined in the Indenture referred to below) and U.S. Bank National
Association, as trustee under the Indenture referred to below (the
“Trustee”).
WITNESSETH
WHEREAS,
the Company and certain initial Guarantors have heretofore executed
and delivered to the Trustee an indenture (the
“Indenture”), dated as of October 2, 2007,
providing for the issuance of 1.00% Senior Convertible Notes due
2012 (the “Notes”); and
WHEREAS,
the Company and the Guarantors have heretofore executed and
delivered to the Trustee the First Supplemental Indenture, dated as
of October 31, 2007, pursuant to which seven additional
Guarantors agreed to unconditionally guarantee all of the
Company’s Obligations under the Notes and the Indenture on
the terms and conditions set forth therein; and
WHEREAS,
the Indenture provides that under certain circumstances the
Guaranteeing Subsidiary shall execute and deliver to the Trustee a
supplemental indenture pursuant to which the Guaranteeing
Subsidiary shall unconditionally guarantee all of the
Company’s Obligations under the Notes and the Indenture on
the terms and conditions set forth herein (the
“Guarantee”); and
WHEREAS,
pursuant to Section 10.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental
Indenture.
NOW,
THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby
acknowledged, the Guaranteeing Subsidiary and the Trustee mutually
covenant and agree for the equal and ratable benefit of the Holders
of the Notes as follows:
1. CAPITALIZED TERMS. Capitalized terms used herein without
definition shall have the meanings assigned to them in the
Indenture.
2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby
agrees to provide a Guarantee on the terms and subject to the
conditions set forth in the Guarantee, attached hereto as
Exhibit A , and in the Indenture including, but not limited
to, Article 12 thereof.
3. NO RECOURSE AGAINST OTHERS. No past, present or future
director, officer, employee, incorporator, stockholder or agent of
the Guaranteeing Subsidiary, as such, shall have any liability for
any obligations of the Company, the Guaranteeing Subsidiary, or any
other Guarantor, under the Notes, any Guarantee, the Indenture or
this Supplemental Indenture or for any claim based on, in respect
of, or by reas
