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Exhibit 4.1




FIRST SUPPLEMENTAL INDENTURE GOVERNING

0.875% SENIOR CONVERTIBLE NOTES DUE 2013

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 & Cable 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 November 15, 2006 providing for the issuance of 0.875% Senior Convertible
Notes due 2013 (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 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 COMPANY
	 	 	GENERAL CABLE CANADA, LTD.
	 	 	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 November 15, 2006 (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 0.875% Senior Convertible Notes due 2013 (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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