First Supplemental Indenture

First Supplemental Indenture Governing 1.00% Senior Convertible Notes Due 2012 of General Cable Corporation

 

Exhibit 4.3
FIRST SUPPLEMENTAL INDENTURE GOVERNING
1.00% SENIOR CONVERTIBLE NOTES DUE 2012
OF GENERAL CABLE CORPORATION
This FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 31, 2007, among General Cable Company, a Canadian corporation, General Cable Canada, Ltd., a Canadian corporation, GC Global Holdings, Inc., a Delaware corporation, PD Wire & Sales Corporation, a Delaware corporation, Phelps Dodge National Cables Corporation, a Delaware corporation, Phelps Dodge Enfield Corporation, a Delaware corporation, and Phelps Dodge International Corporation, a Delaware corporation, (collectively, 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”).
WITNESSETH
WHEREAS, the Company has 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”);
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 any Guaranteeing Subsidiary, as such, shall have any liability for any obligations of the Company or any Guaranteeing Subsidiary under the Notes, any Guarantees, 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 this 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 CONFLICTS OF LAW TO THE

 


 

EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
5. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.
7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries and the Company.

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.
Dated as of October 31, 2007
             
    SIGNATURES    
 
           
    GENERAL CABLE CORPORATION
 
           
 
  By:   /s/ Robert J. Siverd    
 
           
 
  Name:   Robert J. Siverd    
 
  Title:   Executive Vice President, General Counsel and Secretary    
 
           
    PD WIRE & CABLE SALES CORPORATION
    PHELPS DODGE NATIONAL CABLES CORPORATION
    PHELPS DODGE ENFIELD CORPORATION
    PHELPS DODGE INTERNATIONAL CORPORATION
GENERAL CABLE CANADA, LTD.
    GENERAL CABLE COMPANY
    DIVERSIFIED CONTRACTORS, INC.
    GC GLOBAL HOLDINGS, INC.
    GENCA CORPORATION
    GENERAL CABLE INDUSTRIES, INC.
    GENERAL CABLE INDUSTRIES LLC
    GENERAL CABLE MANAGEMENT LLC
    GENERAL CABLE OVERSEAS HOLDINGS, LLC
    GENERAL CABLE TECHNOLOGIES CORPORATION
    GENERAL CABLE TEXAS OPERATIONS, L.P.
    GK TECHNOLOGIES, INCORPORATED
    MARATHON MANUFACTURING HOLDINGS, INC.
    MARATHON STEEL COMPANY
    MLTC COMPANY
 
           
 
  By:   /s/ Brian J. Robinson    
 
           
 
  Name:   Brian J. Robinson    
 
  Title:   Senior Vice President    
 
           
    U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE
 
           
 
  By:   /s/ Robert T. Jones    
 
           
 
  Name:   Robert T. Jones    
 
  Title:   Vice President    

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EXHIBIT A
FORM OF NOTATION OF GUARANTEE
For value received, each Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth in the Indenture and subject to the provisions in the Indenture dated as of October 2, 2007 (the “Indenture”) among General Cable Corporation, (the “Company”), the Guarantors party thereto and U.S. Bank National Association, as trustee (the “Trustee”), (a) the due and punctual payment of the principal of, premium, interest on the 1.00% Senior Convertible Notes due 2012 (the “Notes”) whether at the Final Maturity Date, by acceleration or otherwise, the due and punctual payment of interest on overdue principal of and interest on the Notes, and Additional Interest, if any, on a senior basis, if lawful, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee all in accordance with the terms of the Indenture and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Final Maturity Date, by acceleration or otherwise. The obligations of the Guarantors to the Holders of Notes and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article 12 of the Indenture, including the circumstances under which such obligations may be released, and reference is hereby made to the Indenture for the precise terms of the Guarantee. Each Holder of a Note, by accepting the same, agrees to and shall be bound by such provisions. This Guarantee may be released in accordance with the Indenture without any further act by any Holder.
Capitalized terms used but not defined herein have the meanings given to them in the Indenture.
               , 2007
                 
    GENERAL CABLE COMPANY    
    GENERAL CABLE CANADA, LTD.    
    GC GLOBAL HOLDINGS, INC.    
    PD WIRE & CABLE SALES CORPORATION    
    PHELPS DODGE NATIONAL CABLES CORPORATION    
    PHELPS DODGE INTERNATIONAL CORPORATION    
    PHELPS DODGE ENFIELD CORPORATION    
 
               
 
  By:            
             
 
      Name:   Brian J. Robinson    
 
      Title:   Senior Vice President    

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