exv10w2



 





Exhibit 10.2




EXECUTION VERSION




GENERAL CABLE CORPORATION




7.125% Senior Fixed Rate Notes due 2017




Senior Floating Rate Notes due 2015




 






Purchase Agreement




March 15, 2007




Goldman, Sachs & Co.,

As representative of the several Purchasers named in Schedule I hereto,

85 Broad Street,

New York, New York 10004




Ladies and Gentlemen:




     General Cable Corporation, a Delaware corporation (the “Company”), proposes, subject to the
terms and conditions stated herein, to issue and sell to the Purchasers named in Schedule I hereto
(the “Purchasers”) $200,000,000 in aggregate principal amount of 7.125% Senior Fixed Rate Notes due
2017 (the “Fixed Rate Notes”) and $125,000,000 in aggregate principal amount of Senior Floating
Rate Notes due 2015 (the “Floating Rate Notes”, together with the Fixed Rate Notes, the
“Securities”). The Securities are to be issued pursuant to an indenture to be dated as of March
21, 2007 among the Company, the Guarantors (as defined below) and U.S. Bank National Association,
as trustee (the “Trustee”) (the “Indenture”). The Securities will be irrevocably and
unconditionally guaranteed (the “Guarantees”) as to payment of principal, premium, if any, interest
and Special Interest (as defined in the Indenture), if any, on an unsecured and unsubordinated
basis, jointly and severally by each of the Guarantors set forth on the signature pages hereof
(each a “Guarantor,” and collectively, the “Guarantors”).



     In connection with the offering of the Securities, the Company commenced a tender offer and a
related consent solicitation (together, the “Tender Offer”) to purchase any and all of its
outstanding 9.5% Senior Notes due 2010 (the “Existing Senior Notes”), of which $285.0 million in
aggregate principal amount is outstanding, and to obtain the requisite consents of holders of the
Existing Senior Notes to proposed amendments to the indenture (the “Proposed Amendments”) governing
such Existing Senior Notes (the “Requisite Consents”).




	1.	 	The Company and the Guarantors, jointly and severally, represent and warrant to, and agree
with, each of the Purchasers that:






	 	(a)	 	A preliminary offering circular, dated March 7, 2007 (the “Preliminary Offering
Circular”) and an offering circular, dated March 15, 2007 (the “Offering Circular,”
have been prepared in connection with the offering of the Securities. The Preliminary
Offering Circular, as amended and supplemented immediately prior to the Applicable Time
(as defined in Section 1(b)), is hereinafter referred to the “Pricing Circular.” Any reference to the Preliminary Offering Circular, the




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	 	 	 	Pricing Circular or the Offering Circular shall be deemed to refer to and include
the Company’s most recent Annual Report on Form 10-K and all subsequent documents
filed with the United States Securities and Exchange Commission (the “Commission”)
under Section 13(a), 13(c) or 15(d) of the United States Securities Exchange Act of
1934, as amended (the “Exchange Act”) on or prior to the date of such circular and
any reference to the Preliminary Offering Circular or the Offering Circular, as the
case may be, as amended or supplemented, as of any specified date, shall be deemed
to include (i) any documents filed with the Commission pursuant to Section 13(a),
13(c) or 15(d) of the Exchange Act after the date of the Preliminary Offering
Circular or the Offering Circular, as the case may be, and prior to such specified
date and (ii) any Additional Issuer Information (as defined in Section 5(f))
furnished by the Company prior to the completion of the distribution of the
Securities; and all documents filed under the Exchange Act and so deemed to be
included in the Preliminary Offering Circular, the Pricing Circular or the Offering
Circular, as the case may be, or any amendment or supplement thereto. Such
documents are hereinafter called the “Exchange Act Reports.” The Exchange Act
Reports, when they were or are filed with the Commission, conformed or will conform
in all material respects to the applicable requirements of the Exchange Act and the
applicable rules and regulations of the Commission thereunder; and no such documents
were filed with the Commission since the Commission’s close of business on the
business day immediately prior to the date of this Agreement and prior to the
execution of this Agreement, except as set forth on Schedule II(a) hereof. The
Preliminary Offering Circular or the Offering Circular and any amendments or
supplements thereto and the Exchange Act Reports did not and will not, as of their
respective dates, contain an untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided, however, that
this representation and warranty shall not apply to any statements or omissions made
in reliance upon and in conformity with information furnished in writing to the
Company by a Purchaser through Goldman, Sachs & Co. expressly for use therein;
	 
	 	(b)	 	For the purposes of this Agreement, the “Applicable Time” is 5:30p.m. (Eastern
time) on the date of this Agreement; the Pricing Circular as supplemented by the
information set forth in Schedule III hereto, taken together (collectively, the
“Pricing Disclosure Package”) as of the Applicable Time, did not include any untrue
statement of a material fact or omit to state any material fact necessary in order to
make the statements therein, in the light of the circumstances under which they were
made, not misleading; and each Company Supplemental Disclosure Document (as defined in
Section 6(a)(i)) listed on Schedule II(b) hereto does not conflict with the information
contained in the Pricing Circular or the Offering Circular and each such Company
Supplemental Disclosure Document, as supplemented by and taken together with the
Pricing Disclosure Package as of the Applicable Time, did not include any untrue
statement of a material fact or omit to state any material fact necessary in order to
make the statements therein, in the light of the circumstances under which they were
made, not misleading; provided, however, that this representation and warranty shall
not apply to statements or omissions made in a Company Supplemental Disclosure Document
(as defined in Section 6(a)(i)) in reliance upon and in
conformity with information furnished in writing to the Company by a Purchaser
through Goldman, Sachs & Co. expressly for use therein;




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	 	(c)	 	Neither the Company nor any of its Subsidiaries has sustained since December
31, 2006 any loss or interference with its business from fire, explosion, flood or
other casualty, whether or not covered by insurance, or from any labor dispute or court
or governmental action, order or decree, otherwise than as set forth or contemplated in
the Pricing Circular, that would have a Material Adverse Effect (as defined below);
and, since the respective dates as of which information is given in the Pricing
Circular, there has not been any change in the capital stock or long term debt of the
Company or any of its Subsidiaries or any material adverse change, or any development
involving a prospective material adverse change, in or affecting the general affairs,
management, financial position, stockholders’ equity or results of operations of the
Company and its subsidiaries, taken as a whole, otherwise than as set forth or
contemplated in the Pricing Circular. As used herein, the term “Subsidiary,”
collectively the “Subsidiaries,” means “significant subsidiary” as such term is defined
in Rule 1 02 of Regulation S-X;
	 
	 	(d)	 	The Company and its Subsidiaries have good and marketable title to all real
property owned by them and good and valid title to all personal property owned by them,
in each case free and clear of all liens, encumbrances and defects except such as are
described in the Pricing Circular or such as do not materially affect the value of such
property and do not interfere with the use made and proposed to be made of such
property by the Company and its Subsidiaries; and any real property and buildings held
under lease by the Company and its Subsidiaries are held by them under valid,
subsisting and enforceable leases with such exceptions as are not material and do not
interfere with the use made and proposed to be made of such property and buildings by
the Company and its Subsidiaries;
	 
	 	(e)	 	The Company and each of the Guarantors has been duly incorporated or formed, as
the case may be, and is validly existing as a corporation, limited partnership or
limited liability company in good standing under the laws of its jurisdiction of
incorporation or formation, with corporate, limited partnership or limited liability
company power and authority, as the case may be, to own its properties and conduct its
business as described in the Pricing Circular, and each has been duly qualified as a
foreign corporation for the transaction of business and is in good standing under the
laws of each other jurisdiction in which it owns or leases properties or conducts any
business so as to require such qualification, other than where the failure to be so
qualified or to be in good standing would not, individually or in the aggregate, have a
material adverse effect on the current or future financial position, stockholders’
equity or results of operations of the Company and its subsidiaries, taken as whole (a
“Material Adverse Effect”); and each other Subsidiary of the Company has been duly
incorporated or formed and is validly existing as a corporation, limited partnership or
limited liability company in good standing under the laws of its jurisdiction of
incorporation or formation;
	 
	 	(f)	 	The Company has an authorized capitalization as set forth in the Pricing
Circular, and all of the issued shares of capital stock of the Company have been duly
and
validly authorized and issued and are fully paid and non-assessable; and all of the
issued shares of capital stock or equity interests of each Subsidiary of the Company
have been duly and validly authorized and issued, are fully paid and




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	 	 	 	non-assessable
and are owned directly or indirectly by the Company, free and clear of all liens,
encumbrances, equities or claims;
	 
	 	(g)	 	This Agreement has been duly authorized, executed and delivered by the Company
and each of the Guarantors;
	 
	 	(h)	 	The Securities have been duly authorized and, when duly executed by the Company
pursuant to this Agreement, duly authenticated by the Trustee in the manner provided in
the Indenture (assuming the due execution, delivery and authorization of the Indenture
by the Trustee), and when duly issued and delivered against payment therefor in
accordance with this Agreement, will have been duly executed, authenticated, issued and
delivered and will constitute valid and legally binding obligations of the Company
entitled to the benefits provided by the Indenture under which they are to be issued,
which will be substantially in the form previously delivered to you; the Indenture has
been duly authorized and, when executed and delivered by the Company, the Guarantors
and the Trustee, the Indenture will constitute a valid and legally binding instrument,
enforceable in accordance with its terms, subject, as to enforcement, bankruptcy,
insolvency, reorganization and other laws of general applicability relating to or
affecting creditors’ rights and to general equity principles; and the Securities and
the Indenture will conform in all material respects to the descriptions thereof in the
Pricing Disclosure Package and the Offering Circular and will be in substantially the
form previously delivered to you;
	 
	 	(i)	 	The Guarantees have been duly authorized by each of the Guarantors and, when
duly executed by the Guarantors pursuant to this Agreement, and when duly issued and
delivered against payment therefor in accordance with this Agreement, will constitute
valid and legally binding obligations of each of the Guarantors, enforceable in
accordance with their respective terms, subject as to enforcement, to bankruptcy,
insolvency, reorganization and other laws of general applicability relating to or
affecting creditors’ rights, and to general equity principles; and the Guarantees will
conform in all material respects to the descriptions thereof in the Pricing Disclosure
Package and the Offering Circular and will be in substantially the forms previously
delivered to you;
	 
	 	(j)	 	The Exchange and Registration Rights Agreement to be dated as of the Time of
Delivery (as defined herein) (the “Registration Rights Agreement”) has been duly
authorized by the Company and each of the Guarantors, and as of the Time of Delivery,
will have been duly executed and delivered by the Company and each of the Guarantors,
and will constitute a valid and legally binding instrument enforceable in accordance
with its terms, subject, as to enforcement, bankruptcy, insolvency, reorganization and
other laws of general applicability relating to or affecting creditors’ rights and to
general equity principles; and the Registration Rights Agreement will conform in all
material respects to the descriptions thereof in the Pricing Disclosure Package and the
Offering Circular; and the Registration Rights Agreement will be in substantially the
form previously delivered to you;
	 
	 	(k)	 	The 7.125% Senior Fixed Rate Notes due 2017 and the Senior Floating Rate Notes
due 2015, to be offered in exchange for the Fixed Rate Notes and the Floating Rate
Notes, respectively, pursuant to the Registration Rights Agreement (the “Exchange
Fixed Rate Notes” and the “Exchange Floating Rate Notes,”




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	 	 	 	respectively, and together,
the “Exchange Notes”) have been duly authorized by the Company and, when duly executed
by the Company pursuant to the Registration Rights Agreement, duly authenticated by the
Trustee in the manner provided in the Indenture (assuming the due execution, delivery
and authorization of the Indenture by the Trustee), and when duly issued and delivered
in exchange for the Securities in accordance with the Registration Rights Agreement,
will have been duly executed, authenticated, issued and delivered and will constitute
valid and legally binding obligations, entitled to the benefits provided by the
Registration Rights Agreement and the Indenture under which they are to be issued; and
the Exchange Notes will conform in all material respects to the descriptions thereof in
the Pricing Disclosure Package and the Offering Circular;
	 
	 	(l)	 	The guarantees of the Exchange Notes by the Guarantors have been duly
authorized by each of the Guarantors and, when duly executed by the Guarantors pursuant
to the Registration Rights Agreement, and when duly issued and delivered in exchange
for the Securities in accordance with the Registration Rights Agreement, will
constitute valid and legally binding obligations of each of the Guarantors, enforceable
in accordance with their respective terms, subject, as to enforcement, to bankruptcy,
insolvency, reorganization and other laws of general applicability relating to or
affecting creditors’ rights, and to general equity principles; and the guarantees of
the Exchange Notes will conform in all material respects to the descriptions thereof in
the Pricing Disclosure Package and the Offering Circular;
	 
	 	(m)	 	None of the transactions contemplated by this Agreement (including, without
limitation, the use of the proceeds from the sale of the Securities) will violate or
result in a violation of Section 7 of the Exchange Act, or any regulation promulgated
thereunder, including, without limitation, Regulations T, U, and X of the Board of
Governors of the Federal Reserve System;
	 
	 	(n)	 	Prior to the date hereof, none of the Company, the Guarantors, or to its or
their best knowledge, any of its or their affiliates have taken any action which is
designed to or which has constituted or which might have been expected to cause or
result in stabilization or manipulation of the price of any security of the Company in
connection with the offering of the Securities;
	 
	 	(o)	 	Except as disclosed in the Pricing Circular, the issue and sale of the
Securities and the compliance by each of the Company and the Guarantors with all of the
provisions of the Securities, the Guarantees, the Indenture, the Registration Rights
Agreement and this Agreement and the consummation of the transactions herein and
therein contemplated (i) will not conflict with or result in a breach or violation of
any of the terms or provisions of, or constitute a default under, any indenture,
mortgage, deed of trust, loan agreement or other agreement or instrument to which the
Company or any of its Subsidiaries is a party or by which the Company or any of its
Subsidiaries is bound or to which any of the property
or assets of the Company or any of its Subsidiaries is subject, (ii) will not result
in any violation of the provisions of the Amended and Restated Certificate of
Incorporation or Amended and Restated By-laws of the Company or any of the Company’s
Subsidiaries or (iii) will not violate of any statute or any order, rule or
regulation of any court or governmental agency or body having jurisdiction over




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	 	 	 	the Company or any of its Subsidiaries or any of their properties, except in the case of
clauses (i) and (iii), as would have a Material Adverse Effect; and no consent,
approval, authorization, order, registration or qualification of or with any such
court or governmental agency or body is required for the issue and sale of the
Securities or the consummation by the Company or the Guarantors of the transactions
contemplated by this Agreement, the Indenture or the Registration Rights Agreement,
except for the filing of a registration statement by the Company with the Commission
pursuant to the United States Securities Act of 1933, as amended (the “Securities
Act”) pursuant to the Registration Rights Agreement, qualification of the Indenture
by the Trustee under the United States Trust Indenture Act of 1939, as amended,
pursuant to the Registration Rights Agreement, and such consents, approvals,
authorizations, registrations or qualifications as may be required under state
securities or Blue Sky laws in connection with the purchase and distribution of the
Securities by the Purchasers;
	 
	 	(p)	 	Neither the Company nor any of its Subsidiaries is in violation of its Amended
and Restated Certificate of Incorporation or Amended and Restated By-laws or in default
in the performance or observance of any material obligation, covenant or condition
contained in any indenture, mortgage, deed of trust, loan agreement, lease or other
agreement or instrument to which it is a party or by which it or any of its properties
may be bound;
	 
	 	(q)	 	The statements set forth in the Pricing Circular and the Offering Circular
under the caption “Description of Notes”, insofar as they purport to constitute a
summary of the terms of the Securities, under the caption “Certain U.S. Federal Income
Tax Considerations” and under the caption “Plan of Distribution,” insofar as they
purport to describe the provisions of the U.S. securities laws and the purchase
agreement referred to therein, are accurate, complete and fair;
	 
	 	(r)	 	Other than as set forth in the Pricing Circular, there are no legal or
governmental proceedings pending to which the Company or any of its subsidiaries is a
party or of which any property of the Company or any of its subsidiaries is the subject
which, if determined adversely to the Company or any of its subsidiaries, would
individually or in the aggregate have a Material Adverse Effect; and, to the best of
the Company’s knowledge, no such proceedings are threatened or contemplated by
governmental authorities or threatened by others;
	 
	 	(s)	 	The Company and each of the Company’s Subsidiaries possess adequate
certifications, authorities, registrations, licenses, approvals or permits
(collectively, “Permits”) issued by appropriate governmental agencies or bodies
necessary to conduct the business now operated by them and have not received any
written notice of proceedings relating to the revocation or modification of any such
Permit, other than, in each case, with respect to such Permits the failure of
which to possess would not, individually or in the aggregate, have a Material
Adverse Effect;
	 
	 	(t)	 	All tax returns or extensions thereof required to be filed by the Company and
each of the Company’s Subsidiaries have been filed and all taxes and other assessments
of a similar nature (whether imposed directly or through withholding) including any
interest, additions to tax or penalties applicable thereto




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	 	 	 	due or claimed to be due
from such entities have been paid, other than those being contested in good faith and
for which adequate reserves have been provided;
	 
	 	(u)	 	No labor dispute with the employees of the Company or any of its subsidiaries
exists, other than such as would not, individually or in the aggregate, have a Material
Adverse Effect;
	 
	 	(v)	 	Other than such would not, individually or in the aggregate, have a Material
Adverse Effect, the Company and each of its subsidiaries own, possess or can acquire on
reasonable terms, adequate trademarks, trade names and other rights to inventions,
know-how, patents, copyrights, confidential information and other intellectual property
(collectively, “intellectual property rights”) necessary to conduct the business now
operated by them, or presently employed by them, and have not received any notice of
infringement of or conflict with asserted rights of others with respect to any
intellectual property rights;
	 
	 	(w)	 	Except as set forth in the Pricing Circular, or as would not, individually or
in the aggregate, have a Material Adverse Effect, neither the Company nor any of its
subsidiaries (i) is in violation of any statute, any rule, regulation, decision or
order of any governmental agency or body or any court, domestic or foreign, relating to
the use, disposal or release of hazardous or toxic substances or relating to the
protection or restoration of the environment or human exposure to hazardous or toxic
substances (collectively, the “environmental laws”), is liable for any off-site
disposal or contamination pursuant to any environmental laws, or (ii) is subject to any
claim relating to any environmental laws; and to the best knowledge of the Company, is
not aware of any pending investigation which could reasonably be expected to lead to
such a claim;
	 
	 	(x)	 	When the Securities are issued and delivered pursuant to this Agreement, the
Securities will not be of the same class (within the meaning of Rule 144A under the
Securities Act) as securities of the Company which are listed on a national securities
exchange registered under Section 6 of the Exchange Act or quoted in a U.S. automated
inter-dealer quotation system;
	 
	 	(y)	 	The Company is subject to Section 13 or 15(d) of the Exchange Act;
	 
	 	(z)	 	Assuming the accuracy of the representations and warranties and compliance with
the covenants and agreements of the Purchasers set forth in Section 3, no registration
of the Securities under the Securities Act, and no qualification of an indenture under
the United States Trust Indenture Act of 1939 with respect thereto, is required for the
offer, sale and initial resale of the Securities by the Purchasers in the manner
contemplated by this Agreement;
	 
	 	(aa)	 	Neither the Company nor any of the Guarantors is, and after giving effect to
the offering and sale of the Securities and the application of the proceeds thereof,
none of them will be an “investment company”, as such term is defined in the United
States Investment Company Act of 1940, as amended (the “Investment Company Act”);




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	 	(bb)	 	None of the Company, the Guarantors or any person acting on its or their behalf
has offered or sold the Securities by means of any general solicitation or general
advertising within the meaning of Rule 502(c) under the Securities Act or, with respect
to Securities sold outside the United States to non-U.S. persons (as defined in Rule
902 under the Securities Act), by means of any directed selling efforts within the
meaning of Rule 902 under the Securities Act and the Company, any affiliate of the
Company and any person acting on its or their behalf has complied with and will
implement the “offering restriction” within the meaning of such Rule 902; provided that
no representation or warranty is made in this subsection (bb) with respect to the
Purchasers;
	 
	 	(cc)	 	Within the preceding six months, except for the Company’s issuance of
$355,000,000 in aggregate principal amount of 0.875% Senior Convertible Notes due 2013
on November 15, 2006, none of the Company, the Guarantors nor any other person acting
on its or their respective behalf has offered or sold to any person any Securities, or
any securities of the same or a similar class as the Securities, other than Securities
offered or sold to the Purchasers hereunder. The Company will take reasonable
precautions designed to insure that any offer or sale, direct or indirect, in the
United States or to any U.S. person (as defined in Rule 902 under the Securities Act)
of any Securities or any substantially similar security issued by the Company, within
six months subsequent to the date on which the distribution of the Securities has been
completed (as notified to the Company by Goldman, Sachs & Co.), is made under
restrictions and other circumstances reasonably designed not to affect the status of
the offer and sale of the Securities in the United States and to U.S. persons
contemplated by this Agreement as transactions exempt from the registration provisions
of the Securities Act;
	 
	 	(dd)	 	Neither the Company, nor any of the Company’s subsidiaries, nor to the best
knowledge of the Company, any director, officer, agent, employee, affiliate or other
person acting on behalf of the Company or any of the Company’s subsidiaries, has taken
any action that would constitute a violation by such persons of the Foreign Corrupt
Practices Act of 1977, as amended, and the rules and regulations thereunder (the
“FCPA”), including, without limitation, making use of the mails or any means or
instrumentality of interstate commerce corruptly in furtherance of an offer, payment,
promise to pay or authorization of the payment of any money, or other property, gift,
promise to give, or authorization of the giving of anything of value to any “foreign
official” (as such term is defined in the FCPA) or any foreign political party or
official thereof or any candidate for foreign political office, in contravention of the
FCPA, and the Company and, to their knowledge, their affiliates have conducted their
businesses in compliance with the FCPA and have instituted and maintain policies and
procedures designed to ensure, and which are reasonably expected to continue to ensure,
continued compliance therewith;
	 
	 	(ee)	 	Neither the Company, nor any of the Company’s subsidiaries, nor to the best
knowledge of the Company, any director, officer, agent, employee, affiliate or person
acting on behalf of the Company or any of the Company’s subsidiaries is currently
subject to any U.S. sanctions administered by the Office of Foreign Assets Control of
the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly
use the proceeds of the offering, or lend, contribute or




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	 		 	otherwise make available such
proceeds to any subsidiary joint venture partner or other person or entity, for the
purpose of financing the activities of any person currently subject to any U.S.
sanctions administered by OFAC;
	 
	 	(ff)	 	The Company and each of the Guarantors maintain a system of internal control
over financial reporting (as such term is defined in Rule 13a-15(f) of the Exchange
Act) that complies with the requirements of the Exchange Act and has been designed by
the Company’s principal executive officer and principal financial officer, or under
their supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes
in accordance with generally accepted accounting principles. Except as set forth in
the Pricing Circular, each of the Company’s and the Guarantors’ internal controls over
financial reporting is effective and neither the Company nor any Guarantors are aware
of any material weaknesses in its internal control over financial reporting;
	 
	 	(gg)	 	Since December 31, 2006, there has been no change in the Company’s nor any of
the Guarantors’ internal control over financial reporting that has materially affected,
or are reasonably likely to materially affect, the Company’s or the Guarantors’
internal control over financial reporting;
	 
	 	(hh)	 	Except as set forth in the Pricing Circular, the Company and each of the
Guarantors maintain disclosure controls and procedures (as such term is defined in Rule
13a-15(e) of the Exchange Act) that comply with the requirements of the Exchange Act;
such disclosure controls and procedures have been designed to ensure that material
information relating to the Company and its subsidiaries is made known to the Company’s
principal executive officer and principal financial officer by others within those
entities; and such disclosure controls and procedures are effective; and
	 
	 	(ii)	 	Deloitte & Touche LLP which has audited certain financial statements of the
Company and its subsidiaries is an independent registered public accounting firm as
required by the Securities Act and the rules and regulations of the Commission
thereunder.






	2.	 	Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to
each of the Purchasers, and each of the Purchasers agrees, severally and not jointly, to
purchase from the Company, (i) the Fixed Rate Notes at a purchase price of 98.25% of the
principal amount thereof, the principal amount of Fixed Rate Notes set forth opposite the name
of such Purchaser in Schedule I hereto and (ii) the Floating Rate Notes at a purchase price of
98.25% of the principal amount thereof, the principal amount of Floating Rate Notes set forth
opposite the name of such Purchaser in Schedule I hereto.






	3.	 	Upon the authorization by the Company of the release of the Securities, the several
Purchasers propose to offer the Securities for sale upon the terms and conditions set forth in
this Agreement and the Offering Circular and each Purchaser, severally and not jointly, hereby
represents and warrants to, and agrees with the Company that:






	 	(a)	 	It will offer and sell the Securities only to: (i) persons who it reasonably
believes are “qualified institutional buyers” (“QIBs”) within the meaning of Rule 144A





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	 	 	 	under the Securities Act in transactions meeting the requirements of Rule 144A or (ii)
upon the terms and conditions set forth in Annex I to this Agreement;
    
	 
	 	(b)	 	It is a QIB or an “institutional accredited investor” within the meaning of
Regulation D under the Securities Act; and
	 
	 	(c)	 	It will not offer or sell the Securities by any form of general solicitation or
general advertising, within the meaning of Regulation D, including but not limited to
the methods described in Rule 502(c) under the Securities Act.






	4.	 	(a) The Securities to be purchased by each Purchaser hereunder will be represented by one or
more definitive global Securities in book-entry form which will be deposited by or on behalf
of the Company with The Depository Trust Company (“DTC”) or its designated custodian. The
Company will deliver the Securities to Goldman, Sachs & Co., for the account of each
Purchaser, against payment by or on behalf of such Purchaser of the purchase price therefor by
wire transfer in Federal (same day) funds, by causing DTC to credit the Securities to the
account of Goldman, Sachs & Co. at DTC. The Company will cause the certificates representing
the Securities to be made available to Goldman, Sachs & Co. for checking at least twenty-four
hours prior to the Time of Delivery (as defined below) at the office of Latham & Watkins LLP,
885 Third Avenue, New York, New York 10022 (the “Closing Location”) The time and date of such
delivery and payment shall be 9:30 a.m., New York City time, on March 21, 2007 or such other
time and date as Goldman, Sachs & Co. and the Company may agree upon in writing. Such time
and date are herein called the “Time of Delivery.”






	 	(b)	 	The documents to be delivered at the Time of Delivery by or on behalf of the
parties hereto pursuant to Section 8 hereof, including any additional documents
requested by the Purchasers pursuant to Section 8(j) hereof, will be delivered at such
time and date at the Closing Location, and the Securities will be delivered at DTC or
its designated custodian), all at the Time of Delivery. A meeting will be held at the
Closing Location at 5:00 p.m., New York City time, on the New York Business Day next
preceding the Time of Delivery, at which meeting the final drafts of the documents to
be delivered pursuant to the preceding sentence will be available for review by the
parties hereto. For the purposes of this Section 4, “New York Business Day” shall mean
each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions in New York are generally authorized or obligated by law or
executive order to close.






	5.	 	The Company and the Guarantors, jointly and severally, agree with each of the Purchasers:






	 	(a)	 	To prepare the Offering Circular in a form approved by you; to make no
amendment or any supplement to the Offering Circular which shall be disapproved by you
promptly after reasonable notice thereof;
	 
	 	(b)	 	Promptly from time to time to take such action as you may reasonably request to
qualify the Securities for offering and sale under the securities laws of such
jurisdictions as you may request and to comply with such laws so as to permit the
continuance of sales and dealings therein in such jurisdictions for as long as may be
necessary to complete the distribution of the Securities, provided that in connection
therewith neither the Company nor the Guarantors shall be required




10









 






	 	 	 	to qualify as a
foreign corporation or to file a general consent to service of process in any
jurisdiction;
	 
	 	(c)	 	To furnish the Purchasers with written and electronic copies of the Offering
Circular in such quantities as you may from time to time reasonably request, and if, at
any time prior to the expiration of nine months after the date of the Offering
Circular, any event shall have occurred as a result of which the Offering Circular as
then amended or supplemented would include an untrue statement of a material fact or
omit to state any material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made when such Offering Circular
is delivered, not misleading, or, if for any other reason it shall be necessary or
desirable during such same period to amend or supplement the Offering Circular, to
notify you and upon your request to prepare and furnish without charge to each
Purchaser and to any dealer in securities as many written and electronic copies as you
may from time to time reasonably request of an amended Offering Circular or a
supplement to the Offering Circular which will correct such statement or omission or
effect such compliance;
	 
	 	(d)	 	During the period beginning from the date hereof and continuing until 90 days
after the Time of Delivery, not to offer, sell contract to sell or otherwise dispose
of, except as provided hereunder any securities of the Company that are substantially
similar to the Securities without your prior written consent;
	 
	 	(e)	 	Not to be or become, at any time prior to the expiration of two years after the
Time of Delivery, an open-end investment company, unit investment trust, closed-end
investment company or face-amount certificate company that is or is required to be
registered under Section 8 of the Investment Company Act;
	 
	 	(f)	 	At any time when the Company is not subject to Section 13 or 15(d) of the
Exchange Act, for the benefit of holders from time to time of Securities, to furnish at
its expense, upon request, to holders of Securities and prospective purchasers of
securities information (the “Additional Issuer Information”) satisfying the
requirements of subsection (d)(4)(i) of Rule 144A under the Securities Act;
	 
	 	(g)	 	If requested by you, to use its reasonable efforts to cause such Securities to
be eligible for the PORTAL trading system of the National Association of Securities
Dealers, Inc.;
	 
	 	(h)	 	Except for such documents that are publicly available on EDGAR, to furnish to
the holders of the Securities as soon as practicable after the end of each fiscal
year an annual report (including a balance sheet and statements of income,
stockholders’ equity and cash flows of the Company and its consolidated subsidiaries
certified by independent public accountants) and, as soon as practicable after the
end of each of the first three quarters of each fiscal year (beginning with the
fiscal quarter ending after the date of the Offering Circular), to make available to
its stockholders consolidated summary financial information of the Company and its
subsidiaries for such quarter in reasonable detail;
	 
	 	(i)	 	During the period of two years after the Time of Delivery, the Company will
not, and will not permit any of its “affiliates” (as defined in Rule 144 under the




11









 






	 	 	 	Securities Act) to, resell any of the Securities which constitute “restricted
securities” under Rule 144 that have been reacquired by any of them; and
	 
	 	(j)	 	To use the net proceeds received by it from the sale of the Securities pursuant
to this Agreement in the manner specified in the Pricing Circular under the caption
“Use of Proceeds”, including accepting for payment all Existing Senior Notes validly
tendered and not withdrawn pursuant to and in the manner contemplated by the Tender
Offer, subject to the conditions thereof.





6.





	 	(a)	 	(i) The Company represents and agrees that, without the prior consent of
Goldman, Sachs & Co., it has not made and will not make any offer relating to the
Securities that, if the offering of the Securities contemplated by this Agreement were
conducted as a public offering pursuant to a registration statement filed under the
Securities Act with the Commission, would constitute an “issuer free writing
prospectus,” as defined in Rule 433 under the Securities Act (any such offer is
hereinafter referred to as a “Company Supplemental Disclosure Document”);






	 	(ii)	 	each Purchaser represents and agrees that, without the prior
consent of the Company and Goldman, Sachs & Co., other than one or more term
sheets relating to the Securities containing customary information, it has not
made and will not make any offer relating to the Securities that, if the
offering of the Securities contemplated by this Agreement were conducted as a
public offering pursuant to a registration statement filed under the Securities
Act with the Commission, would constitute a “free writing prospectus,” as
defined in Rule 405 under the Securities Act (any such offer (other than any
such term sheets), is hereinafter referred to as a “Purchaser Supplemental
Disclosure Document”); and
	 
	 	(iii)	 	any Company Supplemental Disclosure Document or Purchaser
Supplemental Disclosure Document the use of which has been consented to by the
Company and Goldman, Sachs & Co. is listed on Schedule II hereto.






	7.	 	The Company and each of the Guarantors, jointly and severally, covenant and agree with the
several Purchasers that the Company and each of the Guarantors will pay or cause to be paid
the following: (i) the fees, disbursements and expenses of the Company’s counsel and
accountants in connection with the issue of the Securities and
all other expenses in connection with the preparation, printing, reproduction and filing of
the Preliminary Offering Circular and the Offering Circular and any amendments and
supplements thereto and the mailing and delivering of copies thereof to the Purchasers and
dealers; (ii) the cost of printing or producing any Agreement among Purchasers, this
Agreement, the Indenture, the Registration Rights Agreement, the Blue Sky Memorandum,
closing documents (including any compilations thereof) and any other documents in connection
with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in
connection with the qualification of the Securities for offering and sale under state
securities laws as provided in Section 5(b) hereof, including the fees and disbursements of
counsel for the Purchasers in connection with such qualification and in connection with the
Blue Sky and legal investment surveys; (iv) any fees charged by




12









 






	 	 	securities rating services
for rating the Securities; (v) the cost of preparing the Securities; (vi) the fees and
expenses of the Trustee and any agent of the Trustee and the fees and disbursements of
counsel for the Trustee in connection with the Indenture and the Securities; (vii) any cost
incurred in connection with the designation of the Securities for trading in PORTAL and
(viii) all other costs and expenses incident to the performance of its obligations hereunder
which are not otherwise specifically provided for in this Section. It is understood,
however, that, except as provided in this Section, and Sections 9 and 12 hereof, the
Purchasers will pay all of their own costs and expenses, including the fees of their
counsel, transfer taxes on resale of any of the Securities by them, and any advertising
expenses connected with any offers they may make.






	8.	 	The obligations of the Purchasers hereunder shall be subject, in their discretion, to the
condition that all representations and warranties and other statements of the Company and the
Guarantors herein are, at and as of the Time of Delivery, true and correct, the condition that
the Company and the Guarantors shall have performed all of their respective obligations
hereunder theretofore to be performed, and the following additional conditions:






	 	  (a)	 	Latham & Watkins LLP, counsel for the Purchasers, shall have furnished to the
Purchasers their written opinion, dated the Time of Delivery, with respect to such
matters as you may reasonably request, in form and substance reasonably satisfactory to
the Purchasers and such counsel shall have received such papers and information as they
may reasonably request to enable them to pass upon such matters;





	 	 	 	 	 	 	 
	 

	 	(b)
	 	(i)
	 	Counsel for the Company and the Guarantors shall have
furnished to you their written opinion, dated the Time of Delivery,
substantially in the form of Exhibit A-1 hereto;
	 
	 	 	 	 	 	 
	 

	 	 	 	(ii)
	 	Blank Rome LLP, counsel for the Company and the Guarantors,
shall have furnished to you their written opinion, dated the Time of Delivery,
substantially in the form of Exhibit A-2 hereto; and
	 
	 	 	 	 	 	 
	 

	 	 	 	(iii)
	 	Arizona counsel for the Company and the Guarantors, shall have
furnished to you their written opinion, dated the Time of Delivery,
substantially in the form of Exhibit A-3 hereto;







	 	(c)	 	On the date of the Offering Circular prior to the execution of this Agreement
and also at the Time of Delivery, Deloitte & Touche LLP shall have furnished to the
Purchasers a letter or letters, dated the respective dates of delivery thereof, in form
and substance satisfactory to you;
	 
	 	(d)	 	(i) Neither the Company nor any of its subsidiaries shall have sustained since
December 31, 2006 any loss or interference with its business from fire, explosion,
flood or other calamity, whether or not covered by insurance, or from any labor dispute
or court or governmental action, order or decree, otherwise than as set forth or
contemplated in the Pricing Circular, and (ii) since the respective dates as of which
information is given in the Pricing Circular there shall not have been any change in
the capital stock or long-term debt of the Company or any of its subsidiaries or any
change, or any development involving a prospective change, in or affecting the general
affairs, management, financial




13









 






	 	 	 	position, stockholders’ equity or results of operations
of the Company and its subsidiaries, otherwise than as set forth or contemplated in the
Pricing Circular, the effect of which, in any such case described in clause (i) or
(ii), is in your judgment so material and adverse as to make it impracticable or
inadvisable to proceed with the offering or the delivery of the Fixed Rate Notes or the
Floating Rate Notes, as applicable, on the terms and in the manner contemplated in this
Agreement and in the Offering Circular;
	 
	 	(e)	 	On or after the Applicable Time (i) no downgrading shall have occurred in the
rating accorded the Company’s debt securities by any “nationally recognized statistical
rating organization”, as that term is defined by the Commission for purposes of Rule
436(g)(2) under the Securities Act, and (ii) no such organization shall have publicly
announced that it has under surveillance or review, with possible negative
implications, its rating of any of the Company’s debt securities;
	 
	 	(f)	 	On or after the Applicable Time there shall not have occurred any of the
following: (i) a suspension or material limitation in trading in securities generally
on the New York Stock Exchange; (ii) a suspension or material limitation in trading in
the Company’s securities on the New York Stock Exchange; (iii) a general moratorium on
commercial banking activities declared by either Federal or New York State authorities
or a material disruption in commercial banking or securities settlement or clearance
services in the United States; (iv) the outbreak or escalation of hostilities involving
the United States or the declaration by the United States of a national emergency or
war or (v) the occurrence of any other calamity or crisis or any change in financial,
political or economic conditions in the United States or elsewhere, if the effect of
any such event specified in clause (iv) or (v) in your judgment makes it impracticable
or inadvisable to proceed with the offering or the delivery of the Fixed Rate Notes or
the Floating Rate Notes on the terms and in the manner contemplated in the Offering
Circular;
	 
	 	(g)	 	The Securities have been designated for trading on PORTAL;
	 
	 	(h)	 	The Purchasers shall have received a counterpart of the Registration Rights
Agreement that shall have been executed and delivered by duly authorized officers of
the Company and the Guarantors;
	 
	 	(i)	 	A majority of the outstanding Existing Senior Notes shall have been validly
tendered and not withdrawn pursuant to the Tender Offer and accepted for payment by the
Company, the Requisite Consents shall have been obtained, and a supplemental indenture
effecting the Proposed Amendments by and among the Company, the Guarantors and the
trustee under the indenture under which the Existing Senior Notes were issued shall
have been executed and delivered pursuant to the Tender Offer; and
	 
	 	(j)	 	The Company and the Guarantors shall have furnished or caused to be furnished
to you at the Time of Delivery certificates of authorized officers of the Company and
the Guarantors in form and substance reasonably satisfactory to you certifying, to such
officers’ knowledge, as to the accuracy of the representations and warranties of the
Company and the Guarantors herein at and as of such Time of Delivery, as to the
performance by the Company and the Guarantors of all of their respective obligations
hereunder to be performed at or prior to such




14









 











	 	 	 	 	 
	 

	 	 
	 	Time of Delivery, as to the matters set
forth in subsection (d) of this Section and as to such other matters as you may
reasonably request.

	 
	 	 	 	 
	9.

	 	(a)
	 	The Company and each of the Guarantors will, jointly and severally,
indemnify and hold harmless each Purchaser against any losses, claims, damages or
liabilities, joint or several, to which such Purchaser may become subject, under the
Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon an untrue statement or
alleged untrue statement of a material fact contained in any Preliminary Offering
Circular, the Pricing Circular, the Offering Circular, or any amendment or supplement
thereto, any Company Supplemental Disclosure Document, or arise out of or are based
upon the omission or alleged omission to state therein a material fact necessary to
make the statements therein not misleading, and will reimburse each Purchaser for any
legal or other expenses reasonably incurred by such Purchaser in connection with
investigating or defending any such action or claim as such expenses are incurred;
provided, however, that the Company and the Guarantors shall not be liable in any such
case to the extent that any such loss, claim, damage or liability arises out of or is
based upon an untrue statement or alleged untrue statement or omission or alleged
omission made in any Preliminary Offering Circular, the Pricing Circular, the Offering
Circular or any such amendment or supplement, or any Company Supplemental Disclosure
Document, in reliance upon and in conformity with written information furnished to the
Company by any Purchaser through Goldman, Sachs & Co. expressly for use therein.
	 
	 	 	 	 
	 

	 	(b)
	 	Each Purchaser, severally and not jointly, will indemnify and hold harmless the
Company and each Guarantor against any losses, claims, damages or liabilities to which
the Company or any Guarantor may become subject, under the Securities Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon an untrue statement or alleged untrue statement of a
material fact contained in any Preliminary Offering Circular, the Pricing Circular, the
Offering Circular, or any amendment or supplement thereto, or any Company Supplemental
Disclosure Document, or
arise out of or are based upon the omission or alleged omission to state therein a
material fact or necessary to make the statements therein not misleading, in each
case to the extent, but only to the extent, that such untrue statement or alleged
untrue statement or omission or alleged omission was made in any Preliminary
Offering Circular, the Pricing Circular, the Offering Circular or any such amendment
or supplement, or any Company Supplemental Disclosure Document in reliance upon and
in conformity with written information furnished to the Company by such Purchaser
through Goldman, Sachs & Co. expressly for use therein; and will reimburse the
Company and any Guarantor for any legal or other expenses reasonably incurred by the
Company or any Guarantor in connection with investigating or defending any such
action or claim as such expenses are incurred.
	 
	 	 	 	 
	 

	 	(c)
	 	Promptly after receipt by an indemnified party under subsection (a) or (b)
above of notice of the commencement of any action, such indemnified party shall, if a
claim in respect thereof is to be made against the indemnifying party under such
subsection, notify the indemnifying party in writing of the commencement thereof; but
the omission to so notify the indemnifying party shall not relieve it from any






15









 






	 	 	 	 	 
	 

	 	 	 	liability under subsection (a) or (b) above except to the extent that such indemnifying
party is materially prejudiced as result of such failure to notify, and in any event,
shall not relieve it from any liability which it may have to any indemnified party
otherwise than under such subsection. In case any such action shall be brought against
any indemnified party and it shall notify the indemnifying party of the commencement
thereof, the indemnifying party shall be entitled to participate therein and, to the
extent that it shall wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel satisfactory to such indemnified
party (who shall not, except with the consent of the indemnified party, be counsel to
the indemnifying party), and, after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the indemnifying
party shall not be liable to such indemnified party under such subsection for any legal
expenses of other counsel or any other expenses, in each case subsequently incurred by
such indemnified party, in connection with the defense thereof other than reasonable
costs of investigation. No indemnifying party shall, without the written consent of
the indemnified party, effect the settlement or compromise of, or consent to the entry
of any judgment with respect to, any pending or threatened action or claim in respect
of which indemnification or contribution may be sought hereunder (whether or not the
indemnified party is an actual or potential party to such action or claim) unless such
settlement, compromise or judgment (i) includes an unconditional release of the
indemnified party from all liability arising out of such action or claim and (ii) does
not include a statement as to, or an admission of, fault, culpability or a failure to
act, by or on behalf of any indemnified party.
	 
	 	 	 	 
	 

	 	(d)
	 	If the indemnification provided for in this Section 9 is unavailable to or
insufficient to hold harmless an indemnified party under subsection (a) or (b) above in
respect of any losses, claims, damages or liabilities (or actions in respect thereof)
referred to therein, then each indemnifying party shall contribute to the amount paid
or payable by such indemnified party as a result of such losses, claims, damages or
liabilities (or actions in respect thereof) in such proportion as is appropriate to
reflect the relative benefits received by the Company and the
Guarantors on the one hand and the Purchasers on the other from the offering of the
Securities. If, however, the allocation provided by the immediately preceding
sentence is not permitted by applicable law or if the indemnified party failed to
give the notice required under subsection (c) above, then each indemnifying party
shall contribute to such amount paid or payable by such indemnified party in such
proportion as is appropriate to reflect not only such relative benefits but also the
relative fault of the Company and the Guarantors on the one hand and the Purchasers
on the other in connection with the statements or omissions which resulted in such
losses, claims, damages or liabilities (or actions in respect thereof), as well as
any other relevant equitable considerations. The relative benefits received by the
Company and the Guarantors on the one hand and the Purchasers on the other shall be
deemed to be in the same proportion as the total net proceeds from the offering of
the Fixed Rate Notes or the Floating Rate Notes, as applicable, (before deducting
expenses) received by the Company bear to the total underwriting discounts and
commissions received by the Purchasers, therefrom, in each case as set forth in this
Agreement. The relative fault shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company or the






16









 






	 	 	 	 	 
	 

	 	 	 	Guarantors on the one hand or the Purchasers on the
other and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The Company, the
Guarantors and the Purchasers agree that it would not be just and equitable if
contribution pursuant to this subsection (d) were determined by pro rata allocation
(even if the Purchasers were treated as one entity for such purpose) or by any other
method of allocation which does not take account of the equitable considerations
referred to above in this subsection (d). The amount paid or payable by an
indemnified party as a result of the losses, claims, damages or liabilities (or
actions in respect thereof) referred to above in this subsection (d) shall be deemed
to include any legal or other expenses reasonably incurred by such indemnified party
in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this subsection (d), no Purchaser shall be
required to contribute any amount in excess of the amount by which the total price
at which the Fixed Rate Notes or the Floating Rate Notes, as applicable,
underwritten by it and distributed to investors were offered to investors exceeds
the amount of any damages which such Purchaser has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged omission.
The Purchasers’ obligations in this subsection (d) to contribute are several in
proportion to their respective obligations to purchase the Fixed Rate Notes or the
Floating Rate Notes, as applicable, and not joint.
	 
	 	 	 	 
	 

	 	(e)
	 	The obligations of the Company and the Guarantors under this Section 9 shall be
in addition to any liability which the Company and the Guarantors may otherwise have
and shall extend, upon the same terms and conditions, to any affiliate of each
Purchaser and each person, if any, who controls any Purchaser within the meaning of the
Securities Act; and the obligations of the Purchasers under this Section 9 shall be in
addition to any liability which the respective Purchasers may otherwise have and shall
extend, upon the same terms and conditions, to each officer and director of the Company
and the Guarantors and to each person, if
any, who controls the Company or the Guarantors within the meaning of the Securities
Act.







	10.	 	(a) If any Purchaser shall default in its obligation to purchase the Fixed Rate Notes or the
Floating Rate Notes, as applicable, which it has agreed to purchase hereunder, you may in your
discretion arrange for you or another party or other parties to purchase such Fixed Rate Notes
or the Floating Rate Notes, as applicable, on the terms contained herein. If within
thirty-six hours after such default by any Purchaser you do not arrange for the purchase of
such Fixed Rate Notes or the Floating Rate Notes, as applicable, then the Company shall be
entitled to a further period of thirty-six hours within which to procure another party or
other parties satisfactory to you to purchase such Fixed Rate Notes or such Floating Rate
Notes, as applicable, on such terms. In the event that, within the respective prescribed
periods, you notify the Company that you have so arranged for the purchase of such Fixed Rate
Notes or the Floating Rate Notes, as applicable, or the Company notifies you that it has so
arranged for the purchase of such Fixed Rate Notes or such Floating Rate Notes, as applicable,
you or the Company shall have the right to postpone the Time of Delivery for a period of not
more than seven days, in order to effect whatever changes may thereby be made necessary in
the Offering Circular, or in any other documents or arrangements, and the Company agrees to
prepare promptly any amendments to the Offering Circular which in your opinion may thereby be
made necessary. The term “Purchaser” as used in this Agreement shall




17









 






	 	 	include any person
substituted under this Section with like effect as if such person had originally been a party
to this Agreement with respect to such Fixed Rate Notes or the Floating Rate Notes, as
applicable.






	 	(b)	 	If, after giving effect to any arrangements for the purchase of the Fixed Rate
Notes or the Floating Rate Notes, as applicable, of a defaulting Purchaser or
Purchasers by you and the Company as provided in subsection (a) above, the aggregate
principal amount of such Fixed Rate Notes or such Floating Rate Notes, as applicable,
which remains unpurchased does not exceed one-eleventh of the aggregate principal
amount of all the Fixed Rate Notes or the Floating Rate Notes, as applicable, then the
Company shall have the right to require each non-defaulting Purchaser to purchase the
principal amount of Fixed Rate Notes or Floating Rate Notes, as applicable, which such
Purchaser agreed to purchase hereunder and, in addition, to require each non-defaulting
Purchaser to purchase its pro rata share (based on the principal amount of Fixed Rate
Notes or the Floating Rate Notes, as applicable, which such Purchaser agreed to
purchase hereunder) of the Fixed Rate Notes or the Floating Rate Notes, as applicable,
of such defaulting Purchaser or Purchasers for which such arrangements have not been
made; but nothing herein shall relieve a defaulting Purchaser from liability for its
default.
	 
	 	(c)	 	If, after giving effect to any arrangements for the purchase of the Fixed Rate
Notes or the Floating Rate Notes, as applicable, of a defaulting Purchaser or
Purchasers by you and the Company as provided in subsection (a) above, the aggregate
principal amount of Fixed Rate Notes or the Floating Rate Notes, as applicable, which
remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the
Fixed Rate Notes or the Floating Rate Notes, as applicable, or if the Company shall not
exercise the right described in subsection (b) above to require non-defaulting
Purchasers to purchase Fixed Rate Notes or
Floating Rate Notes, as applicable, of a defaulting Purchaser or Purchasers, then
this Agreement shall thereupon terminate, without liability on the part of any
non-defaulting Purchaser or the Company and the Guarantors, except for the expenses
to be borne by the Company, the Guarantors and the Purchasers as provided in Section
7 hereof and the indemnity and contribution agreements in Section 9 hereof; but
nothing herein shall relieve a defaulting Purchaser from liability for its default.






	11.	 	The respective indemnities, agreements, representations, warranties and other statements of
the Company, the Guarantors and the several Purchasers, as set forth in this Agreement or made
by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force
and effect, regardless of any investigation (or any statement as to the results thereof) made
by or on behalf of any Purchaser or any controlling person of any Purchaser, or the Company,
the Guarantors, or any officer or director or controlling person of the Company or the
Guarantors, and shall survive delivery of and payment for the Securities.






	12.	 	If this Agreement shall be terminated pursuant to Section 10 hereof, neither the Company nor
the Guarantors shall then be under any liability to any Purchaser except as provided in
Sections 7 and 9 hereof; but, if for any other reason, the Securities are not delivered by or
on behalf of the Company as provided herein, the Company will reimburse the Purchasers through
you for all expenses approved in writing by you,




18









 






	 	 	including fees and disbursements of counsel,
reasonably incurred by the Purchasers in making preparations for the purchase, sale and
delivery of the Securities, but the Company shall then be under no further liability to any
Purchaser except as provided in Sections 7 and 9 hereof.






	13.	 	In all dealings hereunder, Goldman, Sachs & Co. shall act on behalf of each of the
Purchasers, and the parties hereto shall be entitled to act and rely upon any statement,
request, notice or agreement on behalf of any Purchaser made or given by Goldman, Sachs & Co.
as the representative on behalf of the Purchasers.




All statements, requests, notices and agreements hereunder shall be in writing, and if to the
Purchasers shall be delivered or sent by mail, telex or facsimile transmission to you as the
representative in care of Goldman, Sachs & Co., One New York Plaza, 42nd Floor, New
York, New York 10004, Attention: Registration Department; and if to the Company or the Guarantors
shall be delivered or sent by mail, telex or facsimile transmission to the address of the Company
set forth in the Offering Circular, Attention: Secretary; provided, however, that any notice to a
Purchaser pursuant to Section 9(c) hereof shall be delivered or sent by mail, telex or facsimile
transmission to such Purchaser at its address set forth in its Purchasers’ Questionnaire, or telex
constituting such Questionnaire, which address will be supplied to the Company by you upon request.
Any such statements, requests, notices or agreements shall take effect upon receipt thereof.





	14.	 	This Agreement shall be binding upon, and inure solely to the benefit of, the Purchasers, the
Company and the Guarantors and to the extent provided in Sections 9 and 11 hereof, the
officers and directors of the Company and the Guarantors and each person who controls the
Company, the Guarantors or any Purchaser, and their respective heirs, executors,
administrators, successors and assigns, and no other person shall acquire or have any right
under or by virtue of this Agreement. No purchaser of any of the
Securities from any Purchaser shall be deemed a successor or assign by reason merely of such
purchase.
	 
	15.	 	Time shall be of the essence of this Agreement.
	 
	16.	 	The Company and the Guarantors acknowledge and agree that (i) the purchase and sale of the
Securities pursuant to this Agreement is an arm’s-length commercial transaction between the
Company and the Guarantors, on the one hand, and the several Purchasers, on the other, (ii) in
connection therewith and with the process leading to such transaction each Purchaser is acting
solely as a principal and not the agent or fiduciary of the Company or any of the Guarantors,
(iii) no Purchaser has assumed an advisory or fiduciary responsibility in favor of the Company
or the Guarantors with respect to the offering contemplated hereby or the process leading
thereto (irrespective of whether such Purchaser has advised or is currently advising the
Company or the Guarantors on other matters) or any other obligation to the Company or the
Guarantors except the obligations expressly set forth in this Agreement and (iv) the Company
and the Guarantors have consulted their own legal and financial advisors to the extent they
have deemed appropriate. The Company and the Guarantors agree that they will not claim that
the Purchaser, or any of them, has rendered advisory services of any nature or respect, or
owes a fiduciary or similar duty to the Company or the Guarantors, in connection with such
transaction or the process leading thereto.




19









 












	17.	 	This Agreement supersedes all prior agreements and understandings (whether written or oral)
among the Company, the Guarantors and the Purchasers, or any of them, with respect to the
subject matter hereof.






	18.	 	This Agreement shall be governed by and construed in accordance with the laws of the State of
New York.






	19.	 	The Company, the Guarantors and each of the Purchasers hereby irrevocably waive, to the
fullest extent permitted by applicable law, any and all right to trial by jury in any legal
proceeding arising out of or relating to this Agreement or the transactions contemplated
hereby.






	20.	 	This Agreement may be executed by the parties hereto in any number of counterparts, each of
which shall be deemed to be an original, but all such respective counterparts shall together
constitute one and the same instrument.






	21.	 	Notwithstanding anything herein to the contrary, the Company (and the Company’s employees,
representatives, and other agents) are authorized to disclose to any and all persons, the tax
treatment and tax structure of the potential transaction and all materials of any kind
(including tax opinions and other tax analyses) provided to the Company relating to that
treatment and structure, without the Purchasers’ imposing any limitation of any kind. However,
any information relating to the tax treatment and tax structure shall remain confidential (and
the foregoing sentence shall not apply) to the extent necessary to enable any person to comply
with securities laws. For this purpose, “tax treatment” means US federal and state income tax
treatment, and “tax structure” is limited to any facts that may be relevant to that treatment.




20









 










If the foregoing is in accordance with your understanding, please sign and return to us
counterparts hereof.




	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	GENERAL CABLE CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Robert J. Siverd 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Robert J. Siverd	 	 
	 

	 	 	 	Title: Executive Vice President, General Counsel
         and Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	GENCA CORPORATION	 	 
	 	 	GENERAL CABLE INDUSTRIES, INC.	 	 
	 	 	GENERAL CABLE INDUSTRIES LLC	 	 
	 	 	GENERAL CABLE MANAGEMENT LLC	 	 
	 	 	GENERAL CABLE OVERSEAS HOLDINGS, INC.	 	 
	 	 	GENERAL CABLE TECHNOLOGIES CORPORATION	 	 
	 	 	GENERAL CABLE TEXAS OPERATIONS L.P.	 	 
	 	 	GK TECHNOLOGIES, INCORPORATED	 	 
	 	 	DIVERSIFIED CONTRACTORS, INC.	 	 
	 	 	MARATHON MANUFACTURING HOLDINGS, INC.	 	 
	 	 	MARATHON STEEL COMPANY	 	 
	 	 	MLTC COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Robert J. Siverd 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Robert J. Siverd	 	 
	 

	 	 	 	Title: Executive Vice President, General Counsel
         and Secretary	 	 






21









 





Accepted as of the date hereof:




Goldman, Sachs & Co.




By: /s/ Goldman, Sachs & Co.
     (Goldman, Sachs & Co.)




On behalf of each of the Purchasers




22









 








SCHEDULE I




	 	 	 	 	 	 	 	 	 
	 	 	Principal	 	 	Principal	 
	 	 	Amount of	 	 	Amount of	 
	 	 	Fixed Rate	 	 	Floating Rate	 
	 	 	Notes	 	 	Notes	 
	 	 	to be	 	 	to be	 
	        Purchaser	 	Purchased	 	 	Purchased	 
	Goldman, Sachs & Co.
	 	$	140,000,000	 	 	$	87,500,000	 
	Banc of America Securities LLC
	 	 	20,000,000	 	 	 	12,500,000	 
	Credit Suisse Securities LLC
	 	 	20,000,000	 	 	 	12,500,000	 
	Merrill Lynch, Pierce, Fenner & Smith
Incorporated
	 	 	20,000,000	 	 	 	12,500,000	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Total
	 	$	200,000,000	 	 	$	125,000,000	 
	 
	 	 	 	 	 	 






23









 






SCHEDULE II




     (a) Additional Documents Incorporated by Reference:



     None.



     (b) Approved Company Supplemental Disclosure Documents:



     Electronic Roadshow Presentation, dated March 7, 2007.



     Term sheet set forth on Schedule III.




24









 





SCHEDULE III




General Cable Corporation




$325,000,000




Senior Floating Rate Notes due 2015




7.125% Senior Fixed Rate Notes due 2017




This term sheet relates only to the securities described below and should be read in
conjunction with the preliminary offering circular dated March 7, 2007 (including the documents
incorporated by reference therein) relating to these securities.



	 	 	 
	Issuer:

	 	General Cable Corporation
	 
	 	 
	Aggregate Principal Amount:

	 	$125,000,000 Senior Floating Rate Notes

$200,000,000 Senior Fixed Rate Notes
	 
	 	 
	Maturity:

	 	Senior Floating Rate Notes: April 1, 2015

Senior Fixed Rate Notes: April 1, 2017
	 
	 	 
	Day Count:

	 	360/30
	 
	 	 
	Offering Price:

	 	Senior Floating Rate Notes: 100% plus accrued
interest, if any, from March 15, 2007

 7.125% Senior Fixed Rate Notes: 100% plus accrued
interest, if any, from March 15, 2007
	 
	 	 
	Settlement Date:

	 	March 21, 2007 (T + 4)
	 
	 	 
	Coupon:

	 	Senior Floating Rate Notes: Applicable LIBOR Rate (3
month) plus 2.375% per annum
	 
	 	 
	 

	 	Senior Fixed Rate Notes: 7.125% per annum






25









 






	 	 	 
	Interest Payment Dates:

	 	Senior Floating Rate Notes: Quarterly on April 1,
July 1, October 1 and January 1 in each year
commencing July 1, 2007
	 
	 	 
	 

	 	Senior Fixed Rate Notes: Semi-annually on April 1 and
October 1 in each year commencing October 1, 2007
	 
	 	 
	Optional Redemption:

	 	Senior Floating Rate Notes:






	 	 	 	 	 	 	 
	 

	 	Beginning April 1, 2009:	 	 	 	 
	 

	 	April 1, 2009
	 	 	102.000	%
	 

	 	April 1, 2010
	 	 	101.000	%
	 

	 	April 1, 2011
	 	 	100.000	%
	 
	 	 	 	 	 	 
	 

	 	Senior Fixed Rate Notes:	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Beginning April 1, 2012	 	 	 	 
	 

	 	April 1, 2012
	 	 	103.563	%
	 

	 	April 1, 2013
	 	 	102.375	%
	 

	 	April 1, 2014
	 	 	101.188	%
	 

	 	April 1, 2015
	 	 	100.000	%






	 	 	 
	Equity Clawback:

	 	Senior Floating Rate Notes: Prior to April 1, 2009 may redeem up to 35.00% at par
plus then applicable coupon
	 
	 	 
	 

	 	Senior Fixed Rate Notes: Prior to April 1, 2010 may redeem up to 35.00% at : 107.125%
	 
	 	 
	Sole Book-Running Manager:

	 	Goldman, Sachs & Co.
	 
	 	 
	Co-Managers:

	 	Banc of America Securities LLC,
Credit Suisse Securities (USA) LLC,
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
	 
	 	 
	Tender Offer/ Consent
Solicitation:

	 	As of 12:00 noon on March 15,
2007, approximately 96% of the
Company’s outstanding 9.5% Senior
Notes due 2010 had been validly
tendered in the Company’s pending
tender offer and consent solicitation,
subject to withdrawal rights of the
holders of such notes through 5:00 pm
on March 15, 2007.







26









 








ANNEX I





	(1)	 	The Securities have not been and will not be registered under the Securities Act and may not
be offered or sold within the United States or to, or for the account or benefit of, U.S.
persons except in accordance with Regulation S under the Securities Act or pursuant to an
exemption from the registration requirements of the Securities Act. Each Purchaser, severally
and not jointly, represents that it has offered and sold the Securities, and will offer and
sell the Securities (i) as part of their distribution of Securities at any time and (ii)
otherwise until 40 days after the later of the commencement of the offering and the Time of
Delivery, only in accordance with Rule 903 of Regulation S or Rule 144A under the Securities
Act. Accordingly, each Purchaser, severally and not jointly, agrees that neither it, its
affiliates nor any persons acting on its or their behalf has engaged or will engage in any
directed selling efforts with respect to the Securities, and it and they have complied and
will comply with the offering restrictions requirement of Regulation S. Each Purchaser,
severally and not jointly, agrees that, at or prior to confirmation of sale of Securities
(other than a sale pursuant to Rule 144A), it will have sent to each distributor, dealer or
person receiving a selling concession, fee or other remuneration that purchases Securities
from it during the restricted period a confirmation or notice to substantially the following
effect:
	 
	 	 	“The Securities covered hereby have not been registered under the U.S. Securities Act of 1933
(the “Securities Act”) and may not be offered and sold within the United States or to, or for
the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii)
otherwise until 40 days after the later of the commencement of the offering and the closing
date, except in either case in accordance with Regulation S (or Rule 144A if available) under
the Securities Act. Terms used above have the meaning given to them by Regulation S.”
	 
	 	 	Terms used in this paragraph have the meanings given to them by Regulation S.
	 
	 	 	Each Purchaser, severally and not jointly, further agrees that it has not entered and will not
enter into any contractual arrangement with respect to the distribution or delivery of the
Securities, except with its affiliates or with the prior written consent of the Company.
	 
	(2)	 	Notwithstanding the foregoing, Securities in registered form may be offered, sold and
delivered by the Purchasers in the United States and to U.S. persons pursuant to Section 3 of
this Agreement without delivery of the written statement required by paragraph (1) above.
	 
	(3)	 	Each Purchaser, severally and not jointly, agrees that it will not offer, sell or deliver any
of the Securities in any jurisdiction outside the United States except under circumstances
that will result in compliance with the applicable laws thereof, and that it will take at its
own expense whatever action is required to permit its purchase and resale of the Securities in
such jurisdictions. Each Purchaser understands that no action has been taken to permit a
public offering in any jurisdiction outside the United States where action would be required
for such purpose. Each Purchaser, severally and not jointly, agrees not to cause any
advertisement of the Securities to be published in any newspaper or periodical or posted in
any public place and not to issue any circular relating to the Securities, except (i) in
compliance with applicable laws and (ii) with Goldman, Sachs & Co.’s express written consent
and then only at its own risk and expense.




A-1