THIRD SUPPLEMENTAL INDENTURE
GOVERNING
7.125% SENIOR FIXED RATE NOTES DUE 2017
AND SENIOR FLOATING NOTES DUE 2015
OF GENERAL CABLE CORPORATION
This THIRD
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”),
dated as of September 2, 2009, among Gepco International,
Inc., an Illinois corporation (“Gepco”), and Isotec,
Inc., an Illinois corporation (“Isotec” and together
with Gepco, the “Guaranteeing Subsidiaries”), each 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”).
WHEREAS, the
Company and certain initial Guarantors have heretofore executed and
delivered to the Trustee an indenture (the
“Indenture”), dated as of March 21, 2007,
providing for the issuance of 7.125% Senior Fixed Rate Notes due
2017 and the Senior Floating Rate Notes due 2015 (collectively, the
“Notes”); and
WHEREAS, the
Company and certain 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
Company and the Guarantors have heretofore executed and delivered
to the Trustee the Second Supplemental Indenture, dated as of
April 18, 2008, pursuant to which one additional Guarantor
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 Subsidiaries shall execute and deliver to the Trustee
a supplemental indenture pursuant to which the Guaranteeing
Subsidiaries shall unconditionally guarantee all of the
Company’s Obligations under the Notes and the Indenture on
the terms and conditions set forth herein (each a
“Guarantee”); and
WHEREAS,
pursuant to Section 8.01 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 Subsidiaries 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 Subsidiaries hereby agree to provide a
Guarantee on the terms and subject to the conditions set forth in
the Guarantee, attached hereto as Exhibit A and
Exhibit B , and in the Indenture including, but not
limited to, Article 10 thereof.
3. NO RECOURSE
AGAINST OTHERS. No past, present or future director, officer,
employee, incorporator, stockholder or agent of the Guaranteeing
Subsidiaries, as such, shall have any liability for any obligations
of the Company, the Guaranteeing Subsidiaries, or any other
Guarantor, under the Notes,
1
any Guarantee,
the Indenture or this Supplemental Indenture or for any claim based
on, in respect of, or by reason of, such obligations or their
creation. Each Holder of the Notes or any Guarantee by accepting a
Note waives and releases all such liability. The waiver and release
are part of the consideration for issuance of the Notes and the
Guarantee.
4. NEW YORK LAW
TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN
AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING
EFFECT TO APPLICABLE PRINCIPLES OF CONFL
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