THIRD SUPPLEMENTAL INDENTURE
GOVERNING
1.00% SENIOR CONVERTIBLE NOTES DUE 2012
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 October 2, 2007,
providing for the issuance of 1.00% Senior Convertible Notes due
2012 (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 (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 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 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 Subsidiaries, as such, shall have any liability for
any
