exv10w1



 




Exhibit
10.1

SECOND AMENDMENT

TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT




     This SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is
effective as of March 6, 2007 by and among GENERAL CABLE INDUSTRIES, INC., a Delaware corporation
(“Borrower”), the Guarantors (such term and each other capitalized term used but not defined herein
having the meaning given to it in Article I of the Credit Agreement referenced below), the
Lenders signatory hereto, and MERRILL LYNCH CAPITAL, a division of Merrill Lynch Business Financial
Services Inc., as administrative agent (the “Administrative Agent”) for the Lenders and as
collateral agent and security trustee (the “Collateral Agent”; and together with the Administrative
Agent, the “Agents”) for the Secured Parties.



RECITALS




     WHEREAS, Borrower, Guarantors, the Administrative Agent, the Collateral Agent and Lenders
entered into that certain Second Amended and Restated Credit Agreement dated as of November 23,
2005 (as amended, supplemented, restated or otherwise modified from time to time, the “Credit
Agreement”);



     WHEREAS, Holdings proposes to issue senior unsecured notes (comprised of the “Fixed Rate
Senior Unsecured Notes” and the “Floating Rate Senior Unsecured Notes” as defined in Section
1 hereafter) in an aggregate principal amount of up to $350.0 million (the “Senior Unsecured
Notes Offering”) the proceeds of which are to be used to purchase, retire or otherwise acquire for
value the existing Qualified Senior Notes;



     WHEREAS, in connection with the Senior Unsecured Notes Offering, Borrower has requested that
Agents and the Lenders amend certain provisions of the Credit Agreement, all upon the terms and
subject to the conditions as herein set forth;



     NOW THEREFORE, in consideration of the foregoing recitals, mutual agreements contained herein
and for good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Agents, Lenders, Borrower and the other Loan Parties agree as follows:



     Section 1. Amendments. Subject to the satisfaction of the applicable conditions set forth
in Section 2 hereof, the Credit Agreement is hereby amended as follows:



     1.1 Clause (b) of the definition of the term “Borrowing Base” is amended and restated
to read in its entirety as follows:




     (b) (A) at all times prior to the 2007 Indenture Date, the maximum amount permitted to
be outstanding pursuant to Section 4.10(b)(3) of the Qualified Senior Note Indenture
and (B) on the 2007 Indenture Date and all times thereafter, the maximum amount permitted to
be outstanding pursuant to provisions in the Senior Unsecured Note Indenture, if any, that
are of similar import as Section 4.10(b)(3) of the Qualified Senior Note Indenture.



 









 





     1.2 The phrase “(including the maximum amount permitted to be outstanding pursuant to
Section 4.10(b)(3) of the Qualified Senior Note Indenture)” set forth in the definition of
the term “Borrowing Base Certificate” is replaced with the phrase “(including the maximum amount
permitted to be outstanding pursuant to (A) at all times prior to the 2007 Indenture Date,
Section 4.10(b)(3) of the Qualified Senior Note Indenture and (B) on the 2007 Indenture
Date and all times thereafter, provisions in the Senior Unsecured Note Indenture, if any, that are
of similar import as Section 4.10(b)(3) of the Qualified Senior Note Indenture)”.



     1.3 The proviso set forth in clause (c) of the definition of the term “Restricted
Payments” is amended and restated to read in its entirety as follows:




(provided, that neither the Convertible Senior Notes, the Fixed Rate Senior
Unsecured Notes, the Floating Rate Senior Unsecured Notes nor the Qualified Senior Notes
shall be deemed, for the purposes hereof, to be subordinated by reason of being unsecured)



     1.4 The following defined terms are added to Article I of the Credit Agreement in
their proper alphabetical order:




     “First Redemption Date” shall mean November 15, 2007.




     “Fixed Rate Senior Unsecured Notes” shall mean Holdings’ Fixed Rate Senior Unsecured
Notes due 2017 issued pursuant to the Senior Unsecured Note Indenture and any registered
notes issued by Holdings in exchange therefor, pursuant to the Senior Unsecured Note
Indenture, as contemplated by the registration rights agreement entered into in connection
with the issuance of such Fixed Rate Senior Unsecured Notes.




     “Floating Rate Senior Unsecured Notes” shall mean Holdings’ Floating Rate Senior
Unsecured Notes due 2015 issued pursuant to the Senior Unsecured Note Indenture and any
registered notes issued by Holdings in exchange therefor, pursuant to the Senior Unsecured
Note Indenture, as contemplated by the registration rights agreement entered into in
connection with the issuance of such Floating Rate Senior Unsecured Notes.




     “Induced Repurchase Payments” shall mean, with respect to Qualified Senior Notes, (a)
cash premium, and (b) related fees and expenses, in each case to be paid by Holdings to the
holders of its Qualified Senior Notes to obtain their consents to the amendments to the
Qualified Senior Note Indenture and to Holdings’ purchase, retirement or other acquisition
for value of the Qualified Senior Notes after the Second Amendment Date as further described
in the Senior Unsecured Notes Offering Circular, provided that the aggregate amount
of such cash premiums referred to in clause (a) of this definition shall not exceed $30.0
million; provided, further, that the aggregate amount of such related fees
and expenses referred to in clause (b) of this definition shall not exceed $10.0 million.




     “Second Amendment Date” shall mean March 6, 2007.




     “Senior Unsecured Note Indenture” shall mean that indenture, note purchase agreement or
other agreement pursuant to which the Fixed Rate Senior Unsecured Notes



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and the Floating Rate Senior Unsecured Notes are issued having substantially the same
business terms as the terms set forth on Exhibit SUN attached hereto and which has
other terms, provisions and conditions as described in the Senior Unsecured Notes Offering
Circular, as in effect on the 2007 Indenture Date.




     “Senior Unsecured Note Documents” shall mean the Senior Unsecured Note Indenture and
other agreements pursuant to which the Fixed Rate Senior Unsecured Notes and the Floating
Rate Senior Unsecured Notes are issued as contemplated by the Senior Unsecured Notes
Offering Circular and all other documents executed and delivered with respect to the Fixed
Senior Unsecured Notes and the Floating Rate Senior Unsecured Notes.




     “Senior Unsecured Notes Offering Circular” means that certain preliminary confidential
offering circular draft dated March 5, 2007 with respect to the proposed issuance by
Holdings of the Fixed Rate Senior Unsecured Notes and the Floating Rate Senior Unsecured
Notes (which offering circular is subject to the completion of any open terms or blanks in a
manner which shall be no less favorable to the Administrative Agent or any Lender, and not
materially less favorable to any Loan Party, than the terms of the Qualified Senior Notes
being refinanced by the proceeds of the Fixed Rate Senior Unsecured Notes and the Floating
Rate Senior Unsecured Notes).




     “Specified Foreign Currency Hedging Agreement” shall mean (i) that certain ISDA Master
Agreement (and related Schedule and Confirmations) between Holdings and Bank of America,
N.A., dated as of October 13, 2005, the Continuing Unconditional Guaranty by the Borrower,
dated as of October 13, 2005, and other related documents, each as in effect and in
existence on or before the Second Amendment Date, as the same may be extended as agreed by
Holdings and the applicable counterparty thereto (provided, however, that the
termination date of any such Hedging Agreement may not be extended beyond the Maturity
Date), (ii) that certain ISDA Master Agreement (and related Schedule and Confirmations)
between Holdings and Merrill Lynch Capital Services, Inc., dated as of October 13, 2005, the
Continuing Unconditional Guaranty by the Borrower, dated as of October 13, 2005, and other
related documents, each as in effect and in existence on or before the Second Amendment
Date, as the same may be extended as agreed by Holdings and the applicable counterparty
thereto (provided, however, that the termination date of any such Hedging Agreement
may not be extended beyond the Maturity Date), (iii) any replacements of the Specified
Foreign Currency Hedging Agreements referred to in clause (i) and clause (ii) of this
definition and related other documentation entered into by Holdings in form and substance
reasonably acceptable to the Administrative Agent or with such changes in terms that are no
less favorable than those contained in the Specified Foreign Currency Hedging Agreements and
related documents being replaced and (iv) any additional Hedging Agreement and other
documentation entered into by Holdings from time to time after the Second Amendment Date in
form and substance reasonably acceptable to the Administrative Agent evidencing any cross
currency swap transaction with Holdings that is substantially similar to the transactions
contemplated by the Specified Foreign Currency Hedging Agreements referred to in clause (i)
and clause (ii) of this definition.



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“2007 Indenture Date” means the one, single date of each of (i) the Senior Unsecured
Note Indenture, and (ii) the issuance of the Floating Rate Senior Unsecured Notes and the
Fixed Rate Senior Unsecured Notes.



     1.5 The definition of “Transaction Documents” is amended and restated to read in its entirety
as follows:




     ”Transaction Documents” shall mean the Equity Financing Documents, Qualified Senior
Note Documents, Senior Unsecured Note Documents, Convertible Senior Note Documents and the
Loan Documents.



     1.6 Section 5.17 of the Credit Agreement is amended and restated in its entirety to
read as follows:




     SECTION 5.17 Senior Unsecured Note Documents. Promptly on the 2007 Indenture
Date, Borrower shall deliver to Agent an officer’s certificate, in form and substance
reasonably satisfactory to Agent, from the Borrower, certifying and representing that
attached thereto is the true, correct and complete copy of the Senior Unsecured Note
Documents (together with all annexes, attachments, exhibits and schedules attached thereto).



     1.7 Section 6.01(b) of the Credit Agreement is amended and restated in its entirety to
read as follows:




     (b) (i) Indebtedness actually outstanding on the Original Closing Date and listed on
Schedule 6.01(b), (ii) refinancings or renewals thereof; provided, that (A)
any such refinancing Indebtedness is in an aggregate principal amount not greater than the
aggregate principal amount of the Indebtedness being renewed or refinanced, plus the
amount of any premiums required to be paid thereon and fees and expenses associated
therewith, (B) such refinanced Indebtedness has a later or equal final maturity and longer
or equal weighted average life than the Indebtedness being renewed or refinanced and (C) the
covenants, events of default subordination and other provisions thereof (including any
guarantees thereof) shall be, in the aggregate, no less favorable to the Lenders than those
contained in the Indebtedness being renewed or refinanced, (iii) the Qualified Senior Notes
(including any notes issued in exchange therefor in accordance with the registration rights
document entered into in connection with the issuance of the Qualified Senior Notes), (iv)
the Convertible Senior Notes, (v) the Fixed Rate Senior Unsecured Notes and (vi) the
Floating Rate Senior Unsecured Notes; provided, that, that in the case of the Fixed
Rate Senior Unsecured Notes referred to in clause (v) and the Floating Rate Senior Unsecured
Notes referred to in clause (vi), (A) the aggregate principal amount of the Fixed Rate
Senior Unsecured Notes and the Floating Rate Senior Unsecured Notes shall not exceed $350.0
million, (B) holders of a majority in aggregate principal amount of the outstanding
Qualified Senior Notes consent to a tender offer for the Qualified Senior Notes on or before
the 2007 Indenture Date and such Qualified Senior Notes are purchased, retired or otherwise
acquired for value from the proceeds of the issuance of the Fixed Rate Senior Unsecured
Notes and the Floating Rate Senior Unsecured Notes, (C) the appropriate parties shall have
executed and delivered amendments to the



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Qualified Senior Note Indenture described in the Senior Unsecured Notes Offering
Circular, and (D) if less than 100% of the outstanding Qualified Senior Notes are purchased,
retired or otherwise acquired for value on the 2007 Indenture Date, Holdings shall use its
commercially reasonable efforts to purchase, retire or otherwise acquire for value the
remaining outstanding Qualified Senior Notes and fund the Induced Repurchase Payments on or
before the First Redemption Date.



     1.8 Clause (iii) of Section 6.01(c) of the Credit Agreement is amended and restated in
its entirety to read as follows:




     (iii) under Specified Hedging Agreements constituting Interest Rate Protection
Agreements (A) at all times prior to the 2007 Indenture Date, entered into to exchange fixed
rate of interest on not more than $100.0 million of aggregate principal amount of
outstanding Indebtedness evidenced by the Qualified Senior Notes, for floating rate of
interest thereon and (B) on the 2007 Indenture Date and all times thereafter, entered into
to exchange fixed rate of interest on not more than $100.0 million of aggregate principal
amount of outstanding Indebtedness evidenced by the Fixed Rate Senior Unsecured Notes, for
floating rate of interest thereon;



     1.9 Section 6.01(l) of the Credit Agreement is amended by (x) deleting the word “or”
appearing at the end of clause (iv) thereof, (y) adding the word “or” at the end of clause (v)
thereof and (z) adding new clause (vi) thereto, which shall read in its entirety as follows:




     (vi) of Domestic Subsidiaries of Holdings incurred pursuant to (A) guarantees in
respect of Indebtedness referred to in Section 6.01(b)(iii) as contemplated by the
Qualified Senior Note Indenture, (B) guarantees in respect of Indebtedness referred to in
Section 6.01(b)(iv) as contemplated by the Convertible Senior Note Indenture and (C)
guarantees in respect of Indebtedness referred to in Sections 6.01(b)(v) and
6.01(b)(vi) as contemplated by the Senior Unsecured Notes Offering Circular.



     1.10 Section 6.04(c) of the Credit Agreement is amended by adding at the end thereof
the following phrase “(it being understood and agreed that the Hedging Agreements evidencing any
cross currency swap transaction with Holdings that is substantially similar to the transactions
contemplated by the Specified Foreign Currency Hedging Agreements referred to in clause (i) and
clause (ii) of the definition of the term “Specified Foreign Currency Hedging Agreements” shall be
deemed to be entered into in the ordinary course of business for the purposes of this Agreement)”.



     1.11 Section 6.04(m) of the Credit Agreement is amended and restated in its entirety
to read as follows:




     (m) Borrower may make intercompany loans and advances to Holdings solely for the
purpose of:




     (i) Holdings’ repurchasing, so long as all proceeds thereof are in fact
promptly used by Holdings to repurchase, outstanding shares of its common stock
following the death, disability, retirement or termination of employment of
employees, officers or directors of any Company as long as (A) such loans and



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advances in the aggregate shall not exceed $500,000 in any fiscal year of
Holdings less any Restricted Payments made pursuant to Section
6.06(d)(i) in such fiscal year and (B) no Event of Default has occurred and is
continuing and no Default would result after giving effect to any such Restricted
Payment;




     (ii) Holdings’ paying, so long as all proceeds thereof are in fact promptly
used by Holdings to pay, its income tax and income taxes pursuant to the Tax Sharing
Agreement, in accordance with Section 6.07(e), in each case when and as due;




     (iii) Holdings’ paying, so long as all proceeds thereof are in fact promptly
used by Holdings to pay, scheduled semi-annual interest on (A) the Convertible
Senior Notes, (B) the Qualified Senior Notes, and (C) the Fixed Rate Senior
Unsecured Notes and the Floating Rate Senior Unsecured Notes;




     (iv) Holdings’ making, so long as all proceeds thereof are in fact promptly
used by Holdings to make, Restricted Payments with respect to Convertible Preferred
Stock elected to be made by Holdings in cash for the current quarter dividend period
(commencing with the first such quarterly dividend period ending February 24, 2004);




     (v) Holdings’ (x) paying cash dividends with respect to its common stock, (y)
repurchasing outstanding shares of its common stock other than the common stock
described in clause (i) above, or (z) making the Induced Conversion Payments
(or any combination of the foregoing items (x), (y) and
(z)) as long as (A) all proceeds thereof are in fact promptly used by
Holdings for one or more of the purposes set forth in the foregoing items
(x), (y) and (z), (B) the aggregate amount of all such loans
and advances made after the Second Amendment Date shall not exceed $125.0 million
less any Restricted Payments made pursuant to Section 6.06(d)(v),
(C) average daily Excess Availability for the 90-day period preceding each such loan
or advance would have exceeded $100.0 million (after giving effect to any Revolving
Loans funded in connection therewith as if made on the first day of such period) and
is reasonably expected to exceed $100.0 million for at least 90 days following such
loan or advance and (D) no Event of Default has occurred and is continuing and no
Default would result after giving effect to any such loan or advance; and




     (vi) Holdings’ redeeming, repurchasing, retiring, defeasing or otherwise
acquiring for value (x) Qualified Senior Notes, as long as (A) all proceeds thereof
are in fact promptly used by Holdings for such purpose, (B) the aggregate amount of
all such loans and advances made after the First Amendment Date shall not exceed
$285.0 million less any Restricted Payments made pursuant to Section
6.06(d)(vi)(x), (C) average daily Excess Availability for the 90-day period
preceding each such loan or advance would have exceeded $75.0 million (after giving
effect to any Revolving Loans funded in connection therewith as if made on the first
day of such period) and is reasonably expected to exceed $75.0 million for at least
90 days following such loan or advance and (D) no Event of



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Default has occurred and is continuing and no Default would result after giving
effect to any such loan or advance and (y) on the 2007 Indenture Date and all times
thereafter, the Floating Rate Senior Unsecured Notes, as long as (A) all proceeds
thereof are in fact promptly used by Holdings for such purpose, (B) the aggregate
amount of all such loans and advances made after the Second Amendment Date shall not
exceed $200.0 million less any Restricted Payments made pursuant to
Section 6.06(d)(vi)(y), (C) average daily Excess Availability for the 90-day
period preceding each such loan or advance would have exceeded $75.0 million (after
giving effect to any Revolving Loans funded in connection therewith as if made on
the first day of such period) and is reasonably expected to exceed $75.0 million for
at least 90 days following such loan or advance and (D) no Event of Default has
occurred and is continuing and no Default would result after giving effect to any
such loan or advance;




provided, that each loan and advance referenced in clauses (i),
(ii), (iii), (iv), (v) and (vi) above shall
simultaneously be recorded on Borrower’s ledger as an intercompany loan and shall be
evidenced by a promissory note in substantially the form of Exhibit L, which
shall be pledged (and delivered) by Borrower as Collateral pursuant to the Security
Agreements and which shall be subordinated to the Obligations pursuant to such
promissory notes;



     1.12 Section 6.06(d) of the Credit Agreement is amended and restated in its entirety
to read as follows:




     (d) Borrower may make cash Restricted Payments to Intermediate Holdings,
provided, that Intermediate Holdings contemporaneously uses the proceeds of such
Restricted Payments to make Restricted Payments in the same amount to Holdings solely for
the purpose of:




     (i) Holdings’ repurchasing, so long as all proceeds thereof are in fact
promptly used by Holdings to repurchase, outstanding shares of its common stock
following the death, disability, retirement or termination of employment of
employees, officers or directors of any Company as long as (A) such Restricted
Payments in the aggregate shall not exceed, together with the intercompany loans and
advances under Section 6.04(m)(i), $500,000 in any fiscal year of Holdings
and (B) no Event of Default has occurred and is continuing and no Default would
result after giving effect to any such Restricted Payment (and Holdings may make
such repurchases);




     (ii) Holdings’ paying, so long as all proceeds thereof are in fact promptly
used by Holdings to pay, its income tax and income taxes pursuant to the Tax Sharing
Agreement, in accordance with Section 6.07(e), in each case when and as due
(and Holdings may make such payments);




     (iii) Holdings’ paying, so long as all proceeds thereof are in fact promptly
used by Holdings to pay, scheduled semi-annual interest on (A) the



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Convertible Senior Notes, (B) the Qualified Senior Notes, and (C) the Fixed
Rate Senior Unsecured Notes and the Floating Rate Senior Unsecured Notes;




     (iv) Holdings’ making, so long as all proceeds thereof are in fact promptly
used by Holdings to make, Restricted Payments with respect to Convertible Preferred
Stock elected to be made by Holdings in cash for the current quarter dividend period
(commencing with the first such quarterly dividend period ending February 24, 2004)
(and Holdings may make such Restricted Payments);




     (v) Holdings’ (x) paying cash dividends with respect to its common stock, (y)
repurchasing outstanding shares of its common stock other than the common stock
described in clause (i) above, or (z) making the Induced Conversion Payments
(or any combination of the foregoing items (x), (y) and
(z)) as long as (A) all proceeds thereof are in fact promptly used by
Holdings for one or more of the purposes set forth in the foregoing items
(x), (y) and (z), (B) the aggregate amount of all such
Restricted Payments made after the Second Amendment Date shall not exceed, together
with the intercompany loans and advances under Section 6.04(m)(v), $125.0
million, (C) average daily Excess Availability for the 90-day period preceding each
such Restricted Payment would have exceeded $100.0 million (after giving effect to
any Revolving Loans funded in connection therewith as if made on the first day of
such period) and is reasonably expected to exceed $100.0 million for at least 90
days following such Restricted Payment and (D) no Event of Default has occurred and
is continuing and no Default would result after giving effect to any such Restricted
Payment (and Holdings may pay such cash dividends, repurchases and Induced
Conversion Payments); and




     (vi) Holdings’ redeeming, repurchasing, retiring, defeasing or otherwise
acquiring for value (x) Qualified Senior Notes as long as (A) all proceeds thereof
are in fact promptly used by Holdings for such purpose, (B) the aggregate amount of
all such Restricted Payments made after the First Amendment Date shall not exceed,
together with the intercompany loans and advances under Section
6.04(m)(vi)(x), $285.0 million, (C) average daily Excess Availability for the
90-day period preceding each such Restricted Payment would have exceeded $75.0
million (after giving effect to any Revolving Loans funded in connection therewith
as if made on the first day of such period) and is reasonably expected to exceed
$75.0 million for at least 90 days following such Restricted Payment and (D) no
Event of Default has occurred and is continuing and no Default would result after
giving effect to any Restricted Payment (and Holdings may so redeem, repurchase,
retire, defease or otherwise acquire for value Qualified Senior Notes) and (y) on
the 2007 Indenture Date and all times thereafter, the Floating Rate Senior Unsecured
Notes, as long as (A) all proceeds thereof are in fact promptly used by Holdings for
such purpose, (B) the aggregate amount of all such Restricted Payments made after
the Second Amendment Date shall not exceed, together with the intercompany loans and
advances under Section 6.04(m)(vi)(y), $200.0 million, (C) average daily
Excess Availability for



8









 







the 90-day period preceding each such Restricted Payment would have exceeded
$75.0 million (after giving effect to any Revolving Loans funded in connection
therewith as if made on the first day of such period) and is reasonably expected to
exceed $75.0 million for at least 90 days following such Restricted Payment and (D)
no Event of Default has occurred and is continuing and no Default would result after
giving effect to any Restricted Payment (and Holdings may so redeem, repurchase,
retire, defease or otherwise acquire for value Floating Rate Senior Unsecured
Notes);



     1.13 The following new Section 6.06(g) is added to Article VI of the Credit
Agreement:




     (g) Holdings may purchase, retire or otherwise acquire for value all (but not less than
all) of the outstanding Qualified Senior Notes and make the Induced Repurchase Payments;
provided that if less than 100% of the outstanding Qualified Senior Notes are
purchased, retired or otherwise acquired for value on the 2007 Indenture Date, Holdings
shall use its commercially reasonable efforts to purchase, retire, redeem or otherwise
acquire for value the remaining outstanding Qualified Senior Notes by the First Redemption
Date.



     1.14 Section 6.09 of the Credit Agreement is amended and restated in its entirety to
read as follows:




     SECTION 6.09 Limitation on Modifications of Indebtedness; Modifications of
Certificate of Incorporation, or Other Constitutive Documents, By-laws and Certain Other
Agreements, etc. (i) Amend or modify, or permit the amendment or modification of, any
provision of existing Indebtedness or of any agreement (including any purchase agreement,
indenture, loan agreement or security agreement) relating thereto other than any amendments
or modifications to Indebtedness which do not in any way materially adversely affect the
interests of the Lenders and are otherwise permitted under Section 6.01(b); (ii)
except as required by (A) Sections 4.08 and 4.11(e) of the Qualified Senior Note
Indenture, and except as permitted by Section 6.04(m)(vi)(x), Section
6.06(d)(vi)(x) or Section 6.06(g) hereof, make (or give any notice in respect
thereof) any voluntary or optional payment or prepayment on or redemption or acquisition for
value of, or any prepayment or redemption as a result of any asset sale, change of control
or similar event of, any indebtedness outstanding under the Qualified Senior Notes; (iii)
amend or modify, or permit the amendment or modification of, any provision of any Qualified
Senior Notes or any agreement (including any Qualified Senior Note Documents) relating
thereto other than either amendments or modifications which do not in any way materially
adversely affect the interests of the Lenders and which are effected to make technical
corrections to the respective documentation and other than amendments to the Qualified
Senior Note Indenture described in the Senior Unsecured Notes Offering Circular; (iv) on the
2007 Indenture Date and all times thereafter, except as required by provisions in the Senior
Unsecured Note Indenture, if any, that are of similar import as Sections 4.08 and
4.11(e) of the Qualified Senior Note Indenture and except as permitted by Section
6.04(m)(vi)(y) or Section 6.06(d)(vi)(y) hereof, make (or give any notice in
respect thereof) any voluntary or optional payment or



9









 







prepayment on or acquisition for value of, or any prepayment as a result of any asset
sale, change of control or similar event of, any indebtedness outstanding under the Fixed
Rate Senior Unsecured Notes or the Floating Rate Senior Unsecured Notes; (v) amend or
modify, or permit the amendment or modification of, any provision of any Fixed Rate Senior
Unsecured Notes or any Floating Rate Senior Unsecured Notes or any agreement (including any
Senior Unsecured Note Documents) relating thereto other than amendments or modifications
which do not in any way materially adversely affect the interests of the Lenders and which
are effected to make technical corrections to the respective documentation; (vi) except for
any offer to repurchase all or any portion of the Convertible Senior Notes that Holdings is
required to make pursuant to and in accordance with the Convertible Senior Note Indenture,
make (or give any notice in respect thereof) any voluntary or optional payment or prepayment
on or redemption or acquisition for value of, or any prepayment or redemption as a result of
any asset sale, change of control or similar event of, any indebtedness outstanding under
the Convertible Senior Notes; (vii) amend or modify, or permit the amendment or modification
of, any provision of any Convertible Senior Notes or any agreement (including any
Convertible Senior Note Document) relating thereto other than amendments or modifications
which do not in any way materially adversely affect the interests of the Lenders and which
are effected to make technical corrections to the respective documentation; (viii) amend or
modify, or permit the amendment or modification of, any other Transaction Document, in each
case except for amendments or modifications which are not in any way adverse in any material
respect to the interests of the Lenders; or (ix) amend, modify or change its articles of
incorporation or other constitutive documents (including by the filing or modification of
any certificate of designation) or by-laws, or any agreement entered into by it, with
respect to its capital stock (including any shareholders’ agreement), or enter into any new
agreement with respect to its capital stock, other than any amendments, modifications,
agreements or changes pursuant to this clause (ix) or any such new agreements pursuant to
this clause (ix) which do not in any way materially adversely affect in any material respect
the interests of the Lenders; and provided, that Holdings may issue such capital stock as is
not prohibited by Section 6.11 or any other provision of this Agreement and may amend
articles of incorporation or other constitutive documents to authorize any such capital
stock.



     1.15 Section 6.10(iii) of the Credit Agreement is amended and restated in its entirety
to read as follows:




     (iii) (A) the Convertible Senior Note Documents, (B) the Qualified Senior Note
Documents, and (C) on the 2007 Indenture Date and all times thereafter, the Senior Unsecured
Note Documents;



     1.16 Section 6.16 of the Credit Agreement is amended and restated in its entirety to
read as follows:




     SECTION 6.16 No Negative Pledges. Directly or indirectly enter into or assume
any agreement (other than (A) this Agreement, (B) the Convertible Senior Note Documents (B)
the Qualified Senior Note Documents, and (C) on the 2007 Indenture Date and all times
thereafter, Senior Unsecured Note Documents) prohibiting the creation



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or assumption of any Lien upon the properties or assets of any Company (other than a
Foreign Subsidiary), whether now owned or hereafter acquired, except for Property subject to
purchase money security interests, operating leases and capital leases.



     1.17 Section 6.19(a) of the Credit Agreement is amended and restated in its entirety
to read as follows:




     (a) Except for the ownership interest in Real Property set forth in Schedule
6.18 (and Indebtedness evidenced by Qualified Senior Notes, the Fixed Rate Senior
Unsecured Notes and the Floating Rate Senior Unsecured Notes), (i) permit any Holding
Company to engage in any trade or business other than providing administrative and
managerial services on behalf of the Companies      , (ii) own any assets (other than Equity
Interests and Indebtedness, including intercompany Indebtedness, which were pledged to the
Collateral Agent on the Original Closing Date) or (iii) incur any liability (other than
Indebtedness permitted to be outstanding with respect to and/or incurred by such Holding
Company under Section 6.01) in an aggregate amount that exceeds $25,000.



     1.18 Exhibit SUN attached hereto is added to the Credit Agreement as Exhibit
SUN thereto.



     1.19 Exhibit SHA attached to the Credit Agreement is hereby deleted.


Section 2. Conditions to Effectiveness. This Amendment shall be effective upon satisfaction
of the following conditions precedent:





(a) This Amendment shall have been executed and delivered by the Required Lenders and the
Loan Parties;




(b) The representations and warranties contained herein shall be true and correct in all
respects;




(c) No Event of Default or Default shall exist on the date hereof; and




(d) The Administrative Agent shall have received such other documents as it may reasonably
require.


Section 3. Representations and Warranties of Loan Parties.




     3.1 The execution, delivery and performance by each Loan Party of this Amendment has been duly
authorized by all necessary corporate action and this Amendment is a legal, valid and binding
obligation of such Loan Party enforceable against such Loan Party in accordance with its terms,
except as the enforcement thereof may be subject to (i) the effect of any applicable bankruptcy,
insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and
(ii) general principles of equity (regardless of whether such enforcement is sought in a proceeding
in equity or at law);



     3.2 After giving effect to this Amendment and the consummation of the Senior Unsecured Notes
Offering, each of the representations and warranties contained in the Credit



11









 







Agreement is true and correct in all material respects on and as of the date hereof as if made
on the date hereof, except to the extent that such representations and warranties expressly relate
to an earlier date; and



     3.3 Neither the execution, delivery and performance of this Amendment by each Loan Party nor
the consummation of the transactions contemplated hereby does or shall contravene, result in a
breach of, or violate (i) any provision of such Loan Party’s certificate or articles of
incorporation or bylaws, (ii) any law or regulation, or any order or decree of any court or
government instrumentality, or (iii) any indenture, mortgage, deed of trust, lease, agreement or
other instrument to which such Loan Party or any of its Subsidiaries is a party or by which such
Loan Party or any of its Subsidiaries or any of their property is bound, except in any such case to
the extent such conflict or breach has been waived by a written waiver document, a copy of which
has been delivered to the Agents on or before the date hereof.


Section 4. Reference to and Effect upon the Credit Agreement.




     4.1 Except as specifically set forth above, the Credit Agreement and the other Loan Documents
shall remain in full force and effect and are hereby ratified and confirmed.



     4.2 The execution, delivery and effectiveness of this Amendment shall not operate as a waiver
of any right, power or remedy of any Agent or any Lender under the Credit Agreement or any other
Loan Document, nor constitute an amendment of any provision of the Credit Agreement or any other
Loan Document, except as specifically set forth herein. Upon the effectiveness of this Amendment,
each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or
words of similar import shall mean and be a reference to the Credit Agreement as amended hereby.



     4.3 Each Loan Party acknowledges and agrees that the execution and delivery by Agents and
Required Lenders of this Amendment shall not be deemed (i) to create a course of dealing or
otherwise obligate Agents or Lenders to forbear, waive, consent or execute similar amendments under
the same or similar circumstances in the future, or (ii) to amend, relinquish or impair any right
of Agents or Lenders to receive any indemnity or similar payment from any Person or entity as a
result of any matter arising from or relating to this Amendment.



     4.4 Each Loan Party affirms and acknowledges that this Amendment constitutes a Loan Document
under the Credit Agreement and any reference to the Loan Documents under the Credit Agreement
contained in any notice, request, certificate or other document executed concurrently with or after
the execution and delivery of this Amendment shall be deemed to include this Amendment unless the
context shall otherwise specify.


Section 5. Costs and Expenses. As provided in Section 11.03 of the Credit
Agreement, Borrower agrees to reimburse Agents for all fees, costs and expenses, including the
fees, costs and expenses of counsel or other advisors for advice, assistance, or other
representation in connection with this Amendment.



Section 6. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAWS PROVISIONS) OF THE STATE OF NEW YORK.




12









 







Section 7. Headings. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment for any other
purposes.



Section 8. Counterparts. This Amendment may be executed in any number of counterparts,
each of which when so executed shall be deemed an original, but all such counterparts shall
constitute one and the same instrument. In the event that any signature is delivered by facsimile
transmission, such signature shall create a valid and binding obligation of the party executing (or
on whose behalf the signature is executed) the same with the same force and effect as if such
facsimile signature page were an original thereof, and such party shall promptly follow its
facsimile signature page by mailing of a hard copy original.




[Signature Pages Follow]




13









 








     IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the
date first written above.



	 	 	 	 	 
	 	BORROWER:



GENERAL CABLE INDUSTRIES, INC., as the Borrower

 	 
	 	By:  	/s/
Robert J. Siverd
	 
	 	Name:  	Robert J. Siverd	 
	 	Title:  	Executive Vice President	 
	 




 









 








	 	 	 	 	 
	 	AGENT:



MERRILL LYNCH CAPITAL, a division of

Merrill Lynch Business Financial Services Inc.,

as a Lender, Swingline Lender, Administrative Agent
and
Collateral Agent

 	 
	 	By:  	/s/
Brian
Boczkowski	 
	 	Name:  	Brian
Boczkowski
	 	Title:  	Vice President	 



 









 





	 	 	 	 	 
	 	 	LENDERS:





  RZB Finance LLC                                                                                
,

as a Lender

 	 
	 	 
	 	 	 
	 	 	By:  	/s/
Christoph Hoedl
 	 
	 	 	Name:  	Christoph Hoedl
	 	 	Title:  	Group Vice President



 









 





	 	 	 	 	 
	 	 	LENDERS:





  Wells Fargo Foothill, LLC                                                                      
,

as a Lender

 	 
	 	 
	 	 	 
	 	 	By:  	/s/  Mark Bradford
 	 
	 	 	Name:  	Mark Bradford
	 	 	Title:  	Vice President



 









 





	 	 	 	 	 
	 	 	LENDERS:





  LaSalle Business Credit, LLC                                                                 
,

as a Lender

 	 
	 	 
	 	 	 
	 	 	By:  	/s/  Mitchell J. Tarvid
 	 
	 	 	Name:  	Mitchell J. Tarvid
	 	 	Title:  	First Vice President



 









 





	 	 	 	 	 
	 	 	LENDERS:





  GENERAL ELECTRIC CAPITAL
CORPORATION                        
,

as a Lender

 	 
	 	 
	 	 	 
	 	 	By:  	/s/  Dwayne Coker
 	 
	 	 	Name:  	Dwayne Coker
	 	 	Title:  	Duly Authorized Signatory



 









 




	 	 	 	 	 
	 	 	LENDERS:





  National City Business Credit, Inc.                                                            
,

as a Lender

 	 
	 	 
	 	 	 
	 	 	By:  	/s/  Jeffrey W. Swartz
 	 
	 	 	Name:  	Jeffrey W. Swartz
	 	 	Title:  	Vice President



 









 





	 	 	 	 	 
	 	 	LENDERS:





  Webster Business Credit                                                            
,

as a Lender

 	 
	 	 
	 	 	 
	 	 	By:  	/s/  Julian Vigoer
 	 
	 	 	Name:  	Julian Vigoer
	 	 	Title:  	Assistant Vice President



 









 





	 	 	 	 	 
	 	 	LENDERS:





  JP Morgan Chase Bank, N.A.                                                                     
,

as a Lender

 	 
	 	 
	 	 	 
	 	 	By:  	/s/  Beverly J. Gray
 	 
	 	 	Name:  	Beverly J. Gray
	 	 	Title:  	Regional Portfolio



 









 






	 	 	 	 	 
	 	 	LENDERS:





  UPS CAPITAL CORPORATION                                                          
,

as a Lender

 	 
	 	 
	 	 	 
	 	 	By:  	/s/  John P. Holloway
 	 
	 	 	Name:  	John P. Holloway
	 	 	Title:  	Director of Portfolio Management



 









 




	 	 	 	 	 
	 	 	LENDERS:





  THE CIT CROUP/BUSINESS CREDIT, INC.                                                  
,

as a Lender

 	 
	 	 
	 	 	 
	 	 	By:  	/s/  Kim Nguyen
 	 
	 	 	Name:  	Kim Nguyen
	 	 	Title:  	Vice President



 









 




	 	 	 	 	 
	 	 	LENDERS:





  BANK OF AMERICA, N.A.                                                                    
,

as a Lender

 	 
	 	 
	 	 	 
	 	 	By:  	/s/  Navneet Khana
 	 
	 	 	Name:  	Navneet Khana
	 	 	Title:  	Vice President



 









 




	 	 	 	 	 
	 	 	LENDERS:





  PNC BANK, N.A.                                                                                
,

as a Lender

 	 
	 	 
	 	 	 
	 	 	By:  	/s/  James P. Sierakowski
 	 
	 	 	Name:  	James P. Sierakowski
	 	 	Title:  	Vice President



 









 




	 	 	 	 	 
	 	 	LENDERS:





  Wachovia Capital Finance Corporation (Central)                                  
,

as a Lender

 	 
	 	 
	 	 	 
	 	 	By:  	/s/  Laura Wheeland
 	 
	 	 	Name:  	Laura Wheeland
	 	 	Title:  	Vice President



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	The following Persons are
signatories to this Amendment
in their capacity as Loan Parties.





GENERAL CABLE CORPORATION, as a Loan Party,
Borrowing Base
Guarantor and Guarantor

 	 
	 	By:  	/s/
Robert J. Siverd	 
	 	Name:  	Robert J. Siverd
	 	Title:  	Executive Vice President
	 
	 	GK TECHNOLOGIES,
INCORPORATED, as a Loan
Party, Borrowing Base Guarantor and Guarantor

 	 
	 	By:  	/s/
Robert J. Siverd	 
	 	Name:  	Robert J. Siverd
	 	Title:  	Executive Vice President
	 
	 	GENERAL CABLE INDUSTRIES,
LLC, as a Loan
Party, Borrowing Base Guarantor and Guarantor

 	 
	 	By:  	/s/
Robert J. Siverd	 
	 	Name:  	Robert J. Siverd
	 	Title:  	Executive Vice President



 









 





	 	 	 	 	 
	 	GENERAL CABLE
TECHNOLOGIES
CORPORATION, as a Loan Party, Borrowing Base
Guarantor and Guarantor

 	 
	 	By:  	/s/
Robert J. Siverd	 
	 	Name:  	Robert J. Siverd
	 	Title:  	Executive Vice President
	 
	 	GENERAL CABLE TEXAS OPERATIONS,
L.P., as a
Loan Party, Borrowing Base Guarantor and Guarantor
 	 
	 
	 	By:  	/s/
Robert J. Siverd	 
	 	Name:  	Robert J. Siverd
	 	Title:  	Executive Vice President
	 
	 	GENERAL CABLE INDUSTRIES,
INC., its general
partner

 	 
	 	By:  	/s/
Robert J. Siverd	 
	 	Name:  	Robert J. Siverd
	 	Title:  	Executive Vice President
	 
	 	MARATHON MANUFACTURING HOLDINGS,
INC., as
a Loan Party and Guarantor

 	 
	 	By:  	/s/
Robert J. Siverd	 
	 	Name:  	Robert J. Siverd
	 	Title:  	Executive Vice President
	 
	 	GENERAL CABLE OVERSEAS HOLDINGS,
INC., as a Loan
Party and Guarantor

 	 
	 	By:  	/s/
Robert J. Siverd	 
	 	Name:  	Robert J. Siverd
	 	Title:  	Executive Vice President
	 
	 	GENERAL CABLE MANAGEMENT LLC,
as a Loan
Party and Guarantor
  	 
	 	By:  	/s/
Robert J. Siverd	 
	 	Name:  	Robert J. Siverd
	 	Title:  	Executive Vice President




 









 






	 	 	 	 	 



	 	 	 	 	 
	 	DIVERSIFIED CONTRACTORS,
INC., as a Loan
Party and Guarantor
  
	 
	 	By:  	/s/
Robert J. Siverd	 
	 	Name:  	Robert J. Siverd
	 	Title:  	Executive Vice President
	 
	 	MLTC COMPANY, as a Loan Party
and Guarantor

 	 
	 	By:  	/s/
Robert J. Siverd	 
	 	Name:  	Robert J. Siverd
	 	Title:  	Executive Vice President
	 
	 	MARATHON STEEL COMPANY, as a
Loan Party
and Guarantor

 	 
	 	By:  	/s/
Robert J. Siverd	 
	 	Name:  	Robert J. Siverd
	 	Title:  	Executive Vice President
	 
	 	GENCA CORPORATION, as a Loan Party and Guarantor

 	 
	 	By:  	/s/
Robert J. Siverd	 
	 	Name:  	Robert J. Siverd
	 	Title:  	Executive Vice President
	 




 










 







EXHIBIT SUN TO

SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT

AGREEMENT




INDICATIVE TERMS FOR GENERAL CABLE CORP




SENIOR UNSECURED NOTES




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Issuer:
	 	 	General Cable Corp	 
	 	Guarantors:
	 	 	All Domestic Subsidiaries	 
	 	Distribution:
	 	 	144A with reg. rights	 
	 	Issue:
	 	 	Senior Notes	 
	 	Security:
	 	 	Unsecured	 
	 	Assumed Ratings:
	 	 	[B1/B+]	 
	 	Structure:
	 	 	Fixed
Rate Notes	 	 	Floating
Rate Notes	 
	 	Amount:
	 	 	$150 - $250 million	 	 	$100 - $200 million	 
	 	Currency:
	 	 	$	 	 	$	 
	 	Maturity/Call
Feature:
	 	 	8NC4 - 10NC5*	 	 	8NC1 - 8NC2**	 
	 	Covenants:
	 	 	Standard High Yield	 
	 







			
	*	 	8 year term/no call first 4 years — 10 year term/no call first 5 years.
	 
	**	 	8 year term/no call first year — 8 year term/no call first 2 years.




Note: Amount; maturity/call feature; and pricing subject to market conditions.