exv10w1



 





Exhibit 10.1




Execution Copy




GENERAL CABLE CORPORATION




7.125% Senior Fixed Rate Notes due 2017




Senior Floating Rate Senior Notes due 2015




unconditionally guaranteed as to the payment

of principal, premium, if any, and interest

by the Guarantors




 






Exchange and Registration Rights Agreement




March 21, 2007




Goldman, Sachs & Co.,

  As representative of the several Purchasers

  named in Schedule I to the Purchase Agreement

85 Broad Street

New York, New York 10004




Ladies and Gentlemen:




          General Cable Corporation, a Delaware corporation (the “Company”), proposes to issue and sell
to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as
defined herein) $200,000,000 in aggregate principal amount of 7.125% Senior Fixed Rate Notes due
2017 and $125,000,000 in aggregate principal amount of Senior Floating Rate Notes due 2015
(collectively, the “Securities”), which are unconditionally guaranteed by the Guarantors. As an
inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a
condition to the obligations of the Purchasers thereunder, the Company and the Guarantors agree
with the Purchasers for the benefit of holders (as defined herein) from time to time of the
Registrable Securities (as defined herein) as follows:




          1. Certain Definitions. For purposes of this Exchange and Registration Rights Agreement (this
“Agreement”), the following terms shall have the following respective meanings:





     “Base Interest” shall mean the interest that would otherwise accrue on the Securities under
the terms thereof and the Indenture, without giving effect to the provisions of this Agreement.




     The term “broker-dealer” shall mean any broker or dealer registered with the Commission
under the Exchange Act.




     “Business Day” shall have the meaning set forth in Rule 13e-4(a)(3) promulgated by the
Commission under the Exchange Act, as the same may be amended or succeeded from time to time.




     “Closing Date” shall mean the date on which the Securities are initially issued.



 









 






     “Commission” shall mean the United States Securities and Exchange Commission, or any other
federal agency at the time administering the Exchange Act or the Securities Act, whichever is
the relevant statute for the particular purpose.




     “EDGAR System” means the EDGAR filing system of the Commission and the rules and
regulations pertaining thereto promulgated by the Commission in Regulation S-T under the
Securities Act and the Exchange Act, in each case as the same may be amended or succeeded from
time to time (and without regard to format).




     “Effective Time,” in the case of (i) an Exchange Registration, shall mean the time and date
as of which the Commission declares the Exchange Offer Registration Statement effective or as of
which the Exchange Offer Registration Statement otherwise becomes effective and (ii) a Shelf
Registration, shall mean the time and date as of which the Commission declares the Shelf
Registration Statement effective or as of which the Shelf Registration Statement otherwise
becomes effective.




     “Effectiveness Target Date” shall have the meaning assigned thereto in Section 2(c).




     “Electing Holder” shall mean any holder of Registrable Securities that has returned a
completed and signed Notice and Questionnaire to the Company in accordance with Section 3(d)(ii)
or Section 3(d)(iii) and the instructions set forth in the Notice and Questionnaire.




     “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules
and regulations promulgated by the Commission thereunder, as the same may be amended or
succeeded from time to time.




     “Exchange Offer” shall have the meaning assigned thereto in Section 2(a).




     “Exchange Registration” shall have the meaning assigned thereto in Section 3(c).




     “Exchange Offer Registration Statement” shall have the meaning assigned thereto in Section
2(a).




     “Exchange Securities” shall have the meaning assigned thereto in Section 2(a).




     “Guarantors” shall have the meaning assigned thereto in the Indenture.




     The term “holder” shall mean each of the Purchasers and other persons who acquire
Registrable Securities from time to time (including any successors or assigns), in each case for
so long as such person owns any Registrable Securities.




     “Indenture” shall mean the Indenture, dated as of March 21, 2007, among the Company, the
Guarantors and U.S. Bank National Association, as trustee, as the same may be amended from time
to time.




     “Issuer Free Writing Prospectus” shall have the meaning set forth in Rule 433 promulgated
by the Commission under the Securities Act, as the same may be amended or succeeded from time to
time.




     “Material Adverse Effect” shall have the meaning set forth in Section 5(c).




     “Notice and Questionnaire” means a Notice of Registration Statement and Selling
Securityholder Questionnaire substantially in the form of Exhibit A hereto.



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     The term “person” shall mean any individual, corporation, partnership, joint venture,
association, limited liability company, association, limited partnership, trust, organization,
business, individual, government or any agency or political subdivision thereof or governmental
agency.




     “Purchase Agreement” shall mean the Purchase Agreement, dated as of March 15, 2007 among
the Purchasers, the Guarantors and the Company relating to the Securities.




     “Purchasers” shall mean the Purchasers named in Schedule I to the Purchase Agreement.




     “Registrable Securities” shall mean the Securities; provided, however, that a Security
shall cease to be a Registrable Security upon the earliest to occur of the following: (i) in the
circumstances contemplated by Section 2(a), the Security has been exchanged for an Exchange
Security in an Exchange Offer as contemplated in Section 2(a) (provided that any Exchange
Security that, pursuant to the last two sentences of Section 2(a), is included in a prospectus
for use in connection with resales by broker-dealers shall be deemed to be a Registrable
Security with respect to Sections 5, 6 and 9 until resale of such Registrable Security has been
effected within the 90-day period referred to in Section 2(a); (ii) in the circumstances
contemplated by Section 2(b), a Shelf Registration Statement registering such Security under the
Securities Act has been declared or becomes effective and such Security has been sold or
otherwise transferred by the holder thereof pursuant to and in a manner contemplated by such
effective Shelf Registration Statement; (iii) such Security is sold pursuant to Rule 144 under
circumstances in which any legend borne by such Security relating to restrictions on
transferability thereof, under the Securities Act or otherwise, is removed by the Company or
pursuant to the Indenture; (iv) such Security is eligible to be sold pursuant to paragraph (k)
of Rule 144; or (v) such Security shall cease to be outstanding.




     “Registration Default” shall have the meaning assigned thereto in Section 2(c).




     “Registration Default Period” shall have the meaning assigned thereto in Section 2(c).




     “Registration Expenses” shall have the meaning assigned thereto in Section 4.




     “Resale Period” shall have the meaning assigned thereto in Section 2(a).




     “Restricted Holder” shall mean (i) a holder that is an affiliate of the Company within the
meaning of Rule 405, (ii) a holder who acquires Exchange Securities outside the ordinary course
of such holder’s business, (iii) a holder who has arrangements or understandings with any person
to participate in the Exchange Offer for the purpose of distributing Exchange Securities and
(iv) a holder that is a broker-dealer, but only with respect to Exchange Securities received by
such broker-dealer pursuant to an Exchange Offer in exchange for Registrable Securities acquired
by the broker-dealer directly from the Company.




     “Rule 144,” “Rule 405”, “Rule 415”, “Rule 424”, “Rule 430B” and “Rule 433” shall mean, in
each case, such rule promulgated by the Commission under the Securities Act (or any successor
provision), as the same may be amended or succeeded from time to time.




     “Securities” shall mean collectively, the $325,000,000 in aggregate principal amount of the
7.125% Senior Fixed Rate Notes due 2017 and the Senior Floating Rate Notes due 2015 of the
Company to be issued and sold to the Purchasers, and securities issued in exchange therefor or
in lieu thereof pursuant to the Indenture. Each Security is entitled to



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the benefit of the guarantee provided by the Guarantors in the Indenture (the “Guarantees”)
and, unless the context otherwise requires, any reference herein to a “Security,” an “Exchange
Security” or a “Registrable Security” shall include a reference to the related Guarantees.




     “Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and
regulations promulgated by the Commission thereunder, as the same may be amended or succeeded
from time to time.




     “Shelf Registration” shall have the meaning assigned thereto in Section 2(b).




     “Shelf Registration Statement” shall have the meaning assigned thereto in Section 2(b).




     “Special Interest” shall have the meaning assigned thereto in Section 2(c).




     “Suspension Period” shall have the meaning assigned thereto in Section 2(a).




     “Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended, and the rules
and regulations promulgated by the Commission thereunder, as the same may be amended or
succeeded from time to time.




     “Trustee” shall mean U.S. Bank National Association, as trustee under the Indenture,
together with any successors thereto in such capacity.




     Unless the context otherwise requires, any reference herein to a “Section” or “clause” refers
to a Section or clause, as the case may be, of this Agreement, and the words “herein,” “hereof” and
“hereunder” and other words of similar import refer to this Agreement as a whole and not to any
particular Section or other subdivision.




     2. Registration Under the Securities Act.




     (a) Except as set forth in Section 2(b) below and unless the Exchange Offer would not be
permitted by applicable law or Commission policy, the Company and the Guarantors agree to file
under the Securities Act, no later than 90 days after the Closing Date, a registration statement
relating to an offer to exchange (such registration statement, the “Exchange Offer Registration
Statement”, and such offer, the “Exchange Offer”) any and all of the Securities for a like
aggregate principal amount of debt securities issued by the Company and guaranteed by the
Guarantors, which debt securities and guarantees are substantially identical to the Securities
and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture
which is substantially identical to the Indenture or is the Indenture and which has been
qualified under the Trust Indenture Act), except that they have been registered pursuant to an
effective registration statement under the Securities Act and do not contain provisions for the
additional interest contemplated in Section 2(c) below (such new debt securities hereinafter
called “Exchange Securities”). Unless the Exchange Offer would not be permitted by applicable
law or Commission policy, the Company and the Guarantors agree to use their commercially
reasonable efforts to cause the Exchange Offer Registration Statement to become effective under
the Securities Act no later than 210 days after the Closing Date. The Exchange Offer will be
registered under the Securities Act on the appropriate form and will comply with all applicable
tender offer rules and regulations under the Exchange Act. Unless the Exchange Offer would not
be permitted by applicable law or Commission policy, the Company and the Guarantors further
agree to use their commercially reasonable efforts to (i) commence the Exchange



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Offer promptly following the Effective Time of such Exchange Offer Registration Statement,
(ii) hold the Exchange Offer open for at least 20 Business Days in accordance with Regulation
14E promulgated by the Commission under the Exchange Act and (iii) no later than 270 days after
the Closing Date and promptly following the expiration of the Exchange Offer, exchange Exchange
Securities for all Registrable Securities that have been properly tendered and not withdrawn.
The Exchange Offer will be deemed to have been “completed” only if the debt securities and
related guarantees received by holders other than Restricted Holders in the Exchange Offer for
Registrable Securities are, upon receipt, transferable by each such holder without restriction
under the Securities Act and the Exchange Act and without material restrictions under the blue
sky or securities laws of a substantial majority of the States of the United States of America.
The Exchange Offer shall be deemed to have been completed upon the Company having exchanged,
pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have
been properly tendered and not withdrawn before the expiration of the Exchange Offer, which
shall be on a date that is at least 20 Business Days following the commencement of the Exchange
Offer. The Company agrees (x) to include in the Exchange Offer Registration Statement a
prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer
and (y) to keep such Exchange Offer Registration Statement effective for a period (the “Resale
Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending
upon the earlier of the expiration of the 270th day after the Exchange Offer has been
completed or such time as such broker-dealers no longer own any Registrable Securities.
Notwithstanding anything to the contrary in this Section 2(a), upon notice to the broker-dealers
or holders, as applicable, the Company may suspend the use or the effectiveness of such Exchange
Offer Registration Statement, or, upon notice to the holders, extend the time period in which it
is required to file the Exchange Offer Registration Statement, for up to 60 days in the
aggregate in any 12-month period (a “Suspension Period”) if the Board of Directors of the
Company determines that there is a valid business purpose for suspension of the Exchange Offer
Registration Statement; provided that the Company shall promptly notify the broker-dealers or
holders, as applicable, when the Exchange Offer Registration Statement may once again be used or
is effective. With respect to such Exchange Offer Registration Statement, such holders shall
have the benefit of the rights of indemnification and contribution set forth in Subsections
6(a), (c), (d) and (e).




     (b) If (i) the Company is not permitted to file the Exchange Offer Registration Statement
or to consummate the Exchange Offer because the Exchange Offer is not permitted by applicable
law or Commission policy; (ii) the Exchange Offer is not completed within 270 days after the
Closing Date; (iii) any holder of Registrable Securities notifies the Company prior to the
20th Business Day following the Closing Date that: (A) it is prohibited by law or
Commission policy from participating in the Exchange Offer or (B) it is a broker-dealer and owns
Securities acquired directly from the Company or an affiliate of the Company; (iv) any holder of
Registrable Securities notifies the Company prior to the 20th Business Day following
the completion of the Exchange Offer that it may not resell the Exchange Securities to the
public without delivering a prospectus and the prospectus supplement contained in the Exchange
Offer Registration Statement is not appropriate or available for such resales; or (v), on or
prior to the time the Exchange Offer is completed existing Commission interpretations are
changed such that the Exchange Securities received by holders other than Restricted Holders in
the Exchange Offer for Registrable Securities are not or would not be, upon receipt,
transferable by the holders of a majority of the Securities without restriction under the
Securities Act and without restriction under applicable blue sky or state securities laws, then
the Company and the Guarantors shall, in lieu of (or, in the case of clause (iii) and (iv), in
addition to) conducting the Exchange Offer contemplated by Section 2(a), file under the
Securities Act no later than 210 days after the date of the



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Indenture, a “shelf” registration statement providing for the registration of, and the sale
on a continuous or delayed basis by the holders of, all of the Registrable Securities, pursuant
to Rule 415 or any similar rule that may be adopted by the Commission (such filing, the “Shelf
Registration” and such registration statement, the “Shelf Registration Statement”). The Company
and the Guarantors agree to use their commercially reasonable efforts to cause the Shelf
Registration Statement to become or be declared effective no later than 270 days after the
Closing Date; provided, that if at any time the Company is or becomes a “well-known seasoned
issuer” (as defined in Rule 405) and is eligible to file an “automatic shelf registration
statement” (as defined in Rule 405), then the Company and the Guarantors shall file the Shelf
Registration Statement in the form of an automatic shelf registration statement as provided in
Rule 405; provided further that notwithstanding the foregoing such “automatic shelf registration
statement” may be filed no later than 270 days after the date of the Indenture. The Company and
the Guarantors agree to use their commercially reasonable efforts to keep such Shelf
Registration Statement continuously effective for a period ending on the earlier of the second
anniversary of the Closing Date or such time as there are no longer any Registrable Securities
outstanding. No holder shall be entitled to be named as a selling securityholder in the Shelf
Registration Statement or to use the prospectus forming a part thereof for resales of
Registrable Securities unless such holder is an Electing Holder. The Company and the Guarantors
agree, after the Effective Time of the Shelf Registration Statement and promptly upon the
request of any holder of Registrable Securities that is not then an Electing Holder, to use
their commercially reasonable efforts to enable such holder to use the prospectus forming a part
thereof for resales of Registrable Securities, including, without limitation, any action
necessary to identify such holder as a selling securityholder in the Shelf Registration
Statement (whether by post-effective amendment thereto or by filing a prospectus pursuant to
Rules 430B and 424(b) under the Securities Act identifying such holder), provided, however, that
nothing in this Clause (y) shall relieve any such holder of the obligation to return a completed
and signed Notice and Questionnaire to the Company in accordance with Section 3(d)(iii).
Notwithstanding anything to the contrary in this Section 2(b), upon notice to the Electing
Holders, the Company may suspend the use or the effectiveness of such Shelf Registration
Statement, or extend the time period in which it is required to file the Shelf Registration
Statement for a Suspension Period, as defined in Section 2(a), if the Board of Directors of the
Company determines that there is a valid business purpose for suspension of the Shelf
Registration Statement; provided that the Company shall promptly notify the Electing Holders
when the Shelf Registration Statement may once again be used or is effective.




     (c) In the event that (i) the Company and the Guarantors have not filed the Exchange Offer
Registration Statement or the Shelf Registration Statement on or before the date on which such
registration statement is required to be filed pursuant to Section 2(a) or Section 2(b),
respectively, or (ii) such Exchange Offer Registration Statement or Shelf Registration Statement
has not become effective or been declared effective by the Commission on or before the date on
which such registration statement is required to become or be declared effective pursuant to
Section 2(a) or Section 2(b), respectively (the “Effectiveness Target Date”), or (iii) the
Exchange Offer has not been completed within 60 days after the Effectiveness Target Date of the
Exchange Offer Registration Statement (if the Exchange Offer is then required to be made) or
(iv) any Exchange Offer Registration Statement or Shelf Registration Statement required by
Section 2(a) or Section 2(b) is filed and declared effective but shall thereafter either be
withdrawn by the Company or shall become subject to an effective stop order issued pursuant to
Section 8(d) of the Securities Act suspending the effectiveness of such registration statement
(except as specifically permitted herein, including, with respect to any Shelf Registration
Statement, during any applicable Suspension Period in accordance with the last sentence of
Section 2(b)) without



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being succeeded immediately by an additional registration statement filed and declared
effective (each such event referred to in clauses (i) through (iv), a “Registration Default” and
each period during which a Registration Default has occurred and is continuing, a “Registration
Default Period”), then, as liquidated damages for such Registration Default, subject to the
provisions of Section 9(b), special interest (“Special Interest”), in addition to the Base
Interest, shall accrue at a per annum rate of 0.25% for the first 90 days of the Registration
Default Period, at a per annum rate of 0.50% for the second 90 days of the Registration Default
Period, at a per annum rate of 0.75% for the third 90 days of the Registration Default Period
and at a maximum per annum rate of 1.0% thereafter for the remaining portion of the Registration
Default Period. All Special Interest with respect to a Registration Default shall cease to
accrue immediately following the cure of such Registration Default.




     (d) The Company shall take, and shall cause the Guarantors to take, all actions necessary
or advisable to be taken by it to ensure that the transactions contemplated herein are effected
as so contemplated, including all actions necessary or desirable to register the Guarantee under
the registration statement contemplated in Section 2(a) or Section 2(b), as applicable.




     (e) Any reference herein to a registration statement as of any time shall be deemed to
include any document incorporated, or deemed to be incorporated, therein by reference as of such
time and any reference herein to any post-effective amendment to a registration statement as of
any time shall be deemed to include any document incorporated, or deemed to be incorporated,
therein by reference as of such time.




     3. Registration Procedures.




          If the Company and the Guarantors file a registration statement pursuant to Section 2(a) or
Section 2(b), the following provisions shall apply:




     (a) At or before the Effective Time of the Exchange Registration or the Shelf Registration,
as the case may be, the Company shall qualify the Indenture under the Trust Indenture Act.




     (b) In the event that such qualification would require the appointment of a new trustee
under the Indenture, the Company shall appoint a new trustee thereunder pursuant to the
applicable provisions of the Indenture.




     (c) In connection with the Company’s and the Guarantors’ obligations with respect to the
registration of Exchange Securities as contemplated by Section 2(a) (the “Exchange
Registration”), if applicable, the Company and the Guarantors shall:




     (i) prepare and file with the Commission, no later than 90 days after the Closing
Date, an Exchange Offer Registration Statement on any form which may be utilized by the
Company and the Guarantors and which shall permit the Exchange Offer and resales of
Exchange Securities by broker-dealers during the Resale Period to be effected as
contemplated by Section 2(a), and use their commercially reasonable efforts to cause
such Exchange Offer Registration Statement to become effective no later than 210 days
after the Closing Date;




     (ii) as soon as practicable prepare and file with the Commission such amendments
and supplements to such Exchange Offer Registration Statement and the prospectus
included therein as may be necessary to effect and maintain the



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effectiveness of such Exchange Offer Registration Statement for the periods and
purposes contemplated in Section 2(a) and as may be required by the applicable rules and
regulations of the Commission and the instructions applicable to the form of such
Exchange Offer Registration Statement, and promptly provide each broker-dealer holding
Exchange Securities with such number of copies of the prospectus included therein (as
then amended or supplemented), in conformity in all material respects with the
requirements of the Securities Act and the Trust Indenture Act, as such broker-dealer
reasonably may request prior to the expiration of the Resale Period, for use in
connection with resales of Exchange Securities;




     (iii) promptly notify each broker-dealer that has requested or received copies of
the prospectus included in such Exchange Offer Registration Statement, and confirm such
advice in writing, (A) when such Exchange Offer Registration Statement or the prospectus
included therein or any prospectus amendment or supplement or post-effective amendment
has been filed, and, with respect to such Exchange Offer Registration Statement or any
post-effective amendment, when the same has become effective, (B) of any comments by the
Commission and by the blue sky or securities commissioner or regulator of any state with
respect thereto or any request by the Commission for amendments or supplements to such
Exchange Offer Registration Statement or prospectus or for additional information, (C)
of the issuance by the Commission of any stop order suspending the effectiveness of such
Exchange Offer Registration Statement or the initiation or threatening of any
proceedings for that purpose, (D) of the receipt by the Company of any notification with
respect to the suspension of the qualification of the Exchange Securities for sale in
any jurisdiction or the initiation or threatening of any proceeding for such purpose,
(E) the occurrence of any event that causes the Company to become an “ineligible issuer”
as defined in Rule 405, or (F) if at any time during the Resale Period when a prospectus
is required to be delivered under the Securities Act, that such Exchange Offer
Registration Statement, prospectus, prospectus amendment or supplement or post-effective
amendment does not conform in all material respects to the applicable requirements of
the Securities Act and the Trust Indenture Act or contains an untrue statement of a
material fact or omits to state any material fact required to be stated therein or
necessary to make the statements therein not misleading in light of the circumstances
then existing;




     (iv) in the event that the Company and the Guarantors would be required, pursuant
to Section 3(c)(iii)(F), to notify any broker-dealers holding Exchange Securities
(except as otherwise permitted during any Suspension Period), promptly prepare and
furnish to each such holder a reasonable number of copies of a prospectus supplemented
or amended so that, as thereafter delivered to purchasers of such Exchange Securities
during the Resale Period, such prospectus shall conform in all material respects to the
applicable requirements of the Securities Act and the Trust Indenture Act and shall not
contain an untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not misleading in light
of the circumstances then existing;




     (v) use their commercially reasonable efforts to obtain the withdrawal of any order
suspending the effectiveness of such Exchange Offer Registration Statement or any
post-effective amendment thereto at the earliest practicable date;



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     (vi) use their commercially reasonable efforts to (A) register or qualify the
Exchange Securities under the securities laws or blue sky laws of such jurisdictions as
are contemplated by Section 2(a) no later than the commencement of the Exchange Offer,
to the extent required by such laws, (B) keep such registrations or qualifications in
effect and comply with such laws so as to permit the continuance of offers, sales and
dealings therein in such jurisdictions until the expiration of the Resale Period, (C)
take any and all other actions as may be reasonably necessary or advisable to enable
each broker-dealer holding Exchange Securities to consummate the disposition thereof in
such jurisdictions and (D) obtain the consent or approval of each governmental agency or
authority, whether federal, state or local, which may be required to effect the Exchange
Registration, the Exchange Offer and the offering and sale of Exchange Securities by
broker-dealers during the Resale Period; provided, however, that neither the Company nor
the Guarantors shall be required for any such purpose to (1) qualify as a foreign
corporation in any jurisdiction wherein it would not otherwise be required to qualify
but for the requirements of this Section 3(c)(vi), (2) consent to general service of
process in any such jurisdiction or become subject to taxation in any such jurisdiction
or (3) make any changes to its certificate of incorporation or by-laws or other
governing documents or any agreement between it and its stockholders;




     (vii) provide a CUSIP number for all Exchange Securities, not later than the
applicable Effective Time; and




     (viii) comply with all applicable rules and regulations of the Commission, and make
generally available to its securityholders no later than eighteen months after the
Effective Time of such Exchange Offer Registration Statement, an earnings statement of
the Company and its subsidiaries complying with Section 11(a) of the Securities Act
(including, at the option of the Company, Rule 158 thereunder).




     (d) In connection with the Company’s and the Guarantors’ obligations with respect to the
Shelf Registration, if applicable, the Company and the Guarantors shall:




     (i) prepare and file with the Commission, within the time periods specified in
Section 2(b), a Shelf Registration Statement on any form which may be utilized by the
Company and which shall register all of the Registrable Securities for resale by the
holders thereof in accordance with such method or methods of disposition as may be
specified by the holders of Registrable Securities as, from time to time, may be
Electing Holders and use their commercially reasonable efforts to cause such Shelf
Registration Statement to become effective within the time periods specified in Section
2(b);




     (ii) mail the Notice and Questionnaire to the holders of Registrable Securities (A)
not less than 30 days prior to the anticipated Effective Time of the Shelf Registration
Statement or (B) in the case of an “automatic shelf registration statement” (as defined
in Rule 405), mail the Notice and Questionnaire to the holders of Registrable Securities
not later than the Effective Time of such Shelf Registration Statement, and in any such
case no holder shall be entitled to be named as a selling securityholder in the Shelf
Registration Statement, and no holder shall be entitled to use the prospectus forming a
part thereof for resales of Registrable Securities at any time, unless and until such
holder has returned a completed and signed Notice and Questionnaire to the Company;



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     (iii) after the Effective Time of the Shelf Registration Statement, upon the
request of any holder of Registrable Securities that is not then an Electing Holder,
promptly send a Notice and Questionnaire to such holder; provided that the Company shall
not be required to take any action to name such holder as a selling securityholder in
the Shelf Registration Statement or to enable such holder to use the prospectus forming
a part thereof for resales of Registrable Securities until such holder has returned a
completed and signed Notice and Questionnaire to the Company;




     (iv) as soon as practicable prepare and file with the Commission such amendments
and supplements to such Shelf Registration Statement and the prospectus included therein
as may be necessary to effect and maintain the effectiveness of such Shelf Registration
Statement for the period specified in Section 2(b) and as may be required by the
applicable rules and regulations of the Commission and the instructions applicable to
the form of such Shelf Registration Statement, provided, that if the Company is no
longer eligible to file a registration statement on Form S-3, the Company shall only be
required to file three post-effective amendments to any Shelf Registration Statement
filed pursuant to this clause (iv) in order to add additional Electing Holders to such
Shelf Registration Statement; provided, further, that in such event, the Company shall
provide prior written notice to all holders eligible to be included in any such Shelf
Registration Statement of the filing of such Shelf Registration Statement and such
holder’s eligibility to be included therein. The Company shall furnish to the Electing
Holders copies of any such supplement or amendment simultaneously with or prior to its
being used or filed with the Commission to the extent such documents are not publicly
available on the Commission’s EDGAR System;




     (v) comply with the provisions of the Securities Act with respect to the
disposition of all of the Registrable Securities covered by such Shelf Registration
Statement in accordance with the intended methods of disposition by the Electing Holders
provided for in such Shelf Registration Statement;




     (vi) provide the Electing Holders and not more than one counsel for all the
Electing Holders, selected in the manner provided in Section 4(h), the opportunity to
participate in the preparation of such Shelf Registration Statement, each prospectus
included therein or filed with the Commission and each amendment or supplement thereto;




     (vii) for a reasonable period prior to the filing of such Shelf Registration
Statement, and throughout the period specified in Section 2(b), make available at
reasonable times at the Company’s principal place of business or such other reasonable
place for inspection by the persons referred to in Section 3(d)(vi) who shall certify to
the Company that they have a current intention to sell the Registrable Securities
pursuant to the Shelf Registration such financial and other information and books and
records of the Company, and cause the officers, employees, counsel and independent
certified public accountants of the Company to respond to such inquiries, as shall be
reasonably necessary (and in the case of counsel, not violate an attorney-client
privilege, in such counsel’s reasonable belief), in the judgment of the respective
counsel referred to in Section 3(d)(vi), to conduct a reasonable investigation within
the meaning of Section 11 of the Securities Act; provided, however, that the foregoing
inspection and information gathering on behalf of the Electing Holders shall be
conducted by one counsel designated by the holders of at




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least a majority in aggregate principal amount of the Registrable Securities held
by the Electing Holders at the time outstanding and provided further that each such
party shall be required to maintain in confidence and not to disclose to any other
person any information or records reasonably designated by the Company as being
confidential, until such time as (A) such information becomes a matter of public record
(whether by virtue of its inclusion in such Shelf Registration Statement or otherwise),
or (B) such person shall be required so to disclose such information pursuant to a
subpoena or order of any court or other governmental agency or body having jurisdiction
over the matter (subject to the requirements of such order, and only after such person
shall have given the Company prompt prior written notice of such requirement), or (C)
such information is required to be set forth in such Shelf Registration Statement or the
prospectus included therein or in an amendment to such Shelf Registration Statement or
an amendment or supplement to such prospectus in order that such Shelf Registration
Statement, prospectus, amendment or supplement, as the case may be, complies with
applicable requirements of the federal securities laws and the rules and regulations of
the Commission and does not contain an untrue statement of a material fact or omit to
state therein a material fact required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances then existing;




     (viii) promptly notify each of the Electing Holders and confirm such advice in
writing, (A) when such Shelf Registration Statement or the prospectus included therein
or any prospectus amendment or supplement or post-effective amendment has been filed,
and, with respect to such Shelf Registration Statement or any post-effective amendment,
when the same has become effective, (B) of any comments by the Commission and by the
blue sky or securities commissioner or regulator of any state with respect thereto or
any request by the Commission for amendments or supplements to such Shelf Registration
Statement or prospectus or for additional information, (C) of the issuance by the
Commission of any stop order suspending the effectiveness of such Shelf Registration
Statement or the initiation or threatening of any proceedings for that purpose, (D) if
at any time the representations and warranties of the Company set forth in Section 5
cease to be true and correct in all material respects, (E) of the receipt by the Company
of any notification with respect to the suspension of the qualification of the
Registrable Securities for sale in any jurisdiction or the initiation or threatening of
any proceeding for such purpose, (F) the occurrence of any event that causes the Company
to become an “ineligible issuer” as defined in Rule 405, or (G) if at any time when a
prospectus is required to be delivered under the Securities Act, that such Shelf
Registration Statement, prospectus, prospectus amendment or supplement or post-effective
amendment does not conform in all material respects to the applicable requirements of
the Securities Act and the Trust Indenture Act or contains an untrue statement of a
material fact or omits to state any material fact required to be stated therein or
necessary to make the statements therein not misleading in light of the circumstances
then existing;




     (ix) use their commercially reasonable efforts to obtain the withdrawal of any
order suspending the effectiveness of such Shelf Registration Statement or any
post-effective amendment thereto at the earliest practicable date;




     (x) if requested by any Electing Holder, promptly incorporate in a prospectus
supplement or post-effective amendment such information as is required by the applicable
rules and regulations of the Commission and as such Electing Holder



11









 






specifies should be included therein relating to the terms of the sale of such
Registrable Securities, including information with respect to the principal amount of
Registrable Securities being sold by such Electing Holder, the name and description of
such Electing Holder, the offering price of such Registrable Securities and any
discount, commission or other compensation payable in respect thereof and with respect
to any other terms of the offering of the Registrable Securities to be sold by such
Electing Holder; and make all required filings of such prospectus supplement or
post-effective amendment promptly after notification of the matters to be incorporated
in such prospectus supplement or post-effective amendment;




     (xi) furnish to each Electing Holder and the counsel referred to in Section
3(d)(vi) an executed copy (or a conformed copy) of such Shelf Registration Statement,
each such amendment and supplement thereto (in each case including all exhibits thereto
(in the case of an Electing Holder of Registrable Securities, upon request) and
documents incorporated by reference therein) and such number of copies of such Shelf
Registration Statement (excluding exhibits thereto and documents incorporated by
reference therein unless specifically so requested by such Electing Holder) and of the
prospectus included in such Shelf Registration Statement (including each preliminary
prospectus and any summary prospectus), in conformity in all material respects with the
applicable requirements of the Securities Act and the Trust Indenture Act to the extent
such documents are not available through the Commission’s EDGAR System, and such other
documents, as such Electing Holder may reasonably request in order to facilitate the
offering and disposition of the Registrable Securities owned by such Electing Holder and
to permit such Electing Holder to satisfy the prospectus delivery requirements of the
Securities Act; and subject to Section 3(e), the Company hereby consents to the use of
such prospectus (including such preliminary and summary prospectus) and any amendment or
supplement thereto by each such Electing Holder (subject to any applicable Suspension
Period), in each case in the form most recently provided to such person by the Company,
in connection with the offering and sale of the Registrable Securities covered by the
prospectus (including such preliminary and summary prospectus) or any supplement or
amendment thereto;




     (xii) use their commercially reasonable efforts to (A) register or qualify the
Registrable Securities to be included in such Shelf Registration Statement under such
securities laws or blue sky laws of such jurisdictions as any Electing Holder shall
reasonably request, (B) keep such registrations or qualifications in effect and comply
with such laws so as to permit the continuance of offers, sales and dealings therein in
such jurisdictions during the period the Shelf Registration is required to remain
effective under Section 2(b) and for so long as may be necessary to enable any such
Electing Holder to complete its distribution of Securities pursuant to such Shelf
Registration Statement, (C) take any and all other actions as may be reasonably
necessary or advisable to enable each such Electing Holder to consummate the disposition
in such jurisdictions of such Registrable Securities and (D) obtain the consent or
approval of each governmental agency or authority, whether federal, state or local,
which may be required to effect the Shelf Registration or the offering or sale in
connection therewith or to enable the selling holder or holders to offer, or to
consummate the disposition of, their Registrable Securities; provided, however, that
neither the Company nor the Guarantors shall be required for any such purpose to (1)
qualify as a foreign corporation in any jurisdiction wherein it would not otherwise be
required to qualify but for the requirements of this Section 3(d)(xii), (2) consent to
general service of process in any such jurisdiction or



12









 






become subject to taxation in any such jurisdiction or (3) make any changes to its
certificate of incorporation or by-laws or other governing documents or any agreement
between it and its stockholders;




     (xiii) unless any Registrable Securities shall be in book-entry only form,
cooperate with the Electing Holders to facilitate the timely preparation and
delivery of certificates representing Registrable Securities to be sold, which
certificates, if so required by any securities exchange upon which any Registrable
Securities are listed, shall be printed, penned, lithographed, engraved or otherwise
produced by any combination of such methods, on steel engraved borders, and which
certificates shall not bear any restrictive legends;




     (xiv) provide a CUSIP number for all Registrable Securities, not later than the
applicable Effective Time;




     (xv) notify in writing each holder of Registrable Securities of any proposal by the
Company to amend or waive any provision of this Agreement pursuant to Section 9(h) and
of any amendment or waiver effected pursuant thereto, each of which notices shall
contain the text of the amendment or waiver proposed or effected, as the case may be;




     (xvi) comply with all applicable rules and regulations of the Commission, and make
generally available to its securityholders no later than eighteen months after the
Effective Time of such Shelf Registration Statement an earnings statement of the Company
and its subsidiaries complying with Section 11(a) of the Securities Act (including, at
the option of the Company, Rule 158 thereunder).




     (e) In the event that the Company would be required, pursuant to Section 3(d)(viii)(G), to
notify the Electing Holders, the Company shall promptly prepare and furnish to each of the
Electing Holders a reasonable number of copies of a prospectus supplemented or amended so that,
as thereafter delivered to purchasers of Registrable Securities, such prospectus shall conform
in all material respects to the applicable requirements of the Securities Act and the Trust
Indenture Act and shall not contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements therein not
misleading in light of the circumstances then existing. Each Electing Holder agrees that upon
receipt of any notice from the Company pursuant to Section 3(d)(viii)(G), such Electing Holder
shall forthwith discontinue the disposition of Registrable Securities pursuant to the Shelf
Registration Statement applicable to such Registrable Securities until such Electing Holder
shall have received copies of such amended or supplemented prospectus, and if so directed by the
Company, such Electing Holder shall deliver to the Company (at the Company’s expense) all
copies, other than permanent file copies, then in such Electing Holder’s possession of the
prospectus covering such Registrable Securities at the time of receipt of such notice.




     (f) In the event of a Shelf Registration, in addition to the information required to be
provided by each Electing Holder in its Notice and Questionnaire, the Company may require such
Electing Holder to furnish to the Company such additional information regarding such Electing
Holder and such Electing Holder’s intended method of distribution of Registrable Securities as
may be required in order to comply with the Securities Act. Each such Electing Holder agrees to
notify the Company as promptly as practicable of any inaccuracy or change in information
previously furnished by such Electing Holder to the Company or of the occurrence of any event in
either case as a result of which any prospectus relating to such Shelf Registration contains or
would contain an untrue statement of a material fact regarding



13









 






such Electing Holder or such Electing Holder’s intended method of disposition of such
Registrable Securities or omits to state any material fact regarding such Electing Holder or
such Electing Holder’s intended method of disposition of such Registrable Securities required to
be stated therein or necessary to make the statements therein not misleading in light of the
circumstances then existing, and promptly to furnish to the Company any additional information
required to correct and update any previously furnished information or required so that such
prospectus shall not contain, with respect to such Electing Holder or the disposition of such
Registrable Securities, an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not misleading in
light of the circumstances then existing.




     (g) Until the expiration of two years after the Closing Date, the Company will not, and
will not permit any of its “affiliates” (as defined in Rule 144) to, resell any of the
Securities that have been reacquired by any of them except pursuant to an effective registration
statement, or a valid exemption from the registration requirements, under the Securities Act.




     (h) As a condition to its participation in the Exchange Offer, each holder of Registrable
Securities shall furnish, upon the request of the Company, a written representation to the
Company (which may be contained in the letter of transmittal or “agent’s message” transmitted
via The Depository Trust Company’s Automated Tender Offer Procedures, in either case
contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an
“affiliate” of the Company, as defined in Rule 405 of the Securities Act, or if it is such an
“affiliate”, it will comply with the registration and prospectus delivery requirements of the
Securities Act to the extent applicable, (B) it is not engaged in and does not intend to engage
in, and has no arrangement or understanding with any person to participate in, a distribution of
the Exchange Securities to be issued in the Exchange Offer, (C) it is acquiring the Exchange
Securities in its ordinary course of business, (D) if it is a broker-dealer that holds
Securities that were acquired for its own account as a result of market-making activities or
other trading activities (other than Securities acquired directly from the Company or any of its
affiliates), it will deliver a prospectus meeting the requirements of the Securities Act in
connection with any resales of the Exchange Securities received by it in the Exchange Offer, (E)
if it is a broker-dealer, that it did not purchase the Securities to be exchanged in the
Exchange Offer from the Company or any of its affiliates, and (F) it is not acting on behalf of
any person who could not truthfully and completely make the representations contained in the
foregoing subclauses (A) through (E).



     4. Registration Expenses.



          The Company agrees to bear and to pay or cause to be paid promptly all expenses incident to
the Company’s performance of or compliance with this Agreement, including (a) all Commission and
any NASD registration, filing and review fees and expenses including reasonable fees and
disbursements of one counsel (excluding any one local counsel in a jurisdiction of incorporation or
formation of the Company or any Guarantor) for the Electing Holders in connection with such
registration, filing and review, as selected by the Electing Holders of at least a majority in
aggregate principal amount of the Registrable Securities held by Electing Holders (which counsel
shall be reasonably satisfactory to the Company) (b) all fees and expenses in connection with the
qualification of the Securities for offering and sale under the State securities and blue sky laws
referred to in Section 3(d)(xii) and determination of their eligibility for investment under the
laws of such jurisdictions as the Electing Holders may designate, including any reasonable fees and
disbursements of one counsel (excluding any one local counsel in a jurisdiction of incorporation or
formation of the Company or any Guarantor) for the Electing Holders in connection with such
qualification and determination, as selected by the




14









 










Electing Holders of at least a majority in aggregate principal amount of the Registrable
Securities held by Electing Holders (which counsel shall be reasonably satisfactory to the Company)
(c) all expenses relating to the preparation, printing, production, distribution and reproduction
of each registration statement required to be filed hereunder, each prospectus included therein or
prepared for distribution pursuant hereto, each amendment or supplement to the foregoing, the
expenses of preparing the Securities for delivery and the expenses of printing or producing any
selling agreements and blue sky or legal investment memoranda and all other documents in connection
with the offering, sale or delivery of Securities to be disposed of (including certificates
representing the Securities), (d) messenger, telephone and delivery expenses relating to the
offering, sale or delivery of Securities and the preparation of documents referred in clause (c)
above, (e) fees and expenses of the Trustee under the Indenture, any agent of the Trustee and any
counsel for the Trustee and of any collateral agent or custodian, (f) internal expenses (including
all salaries and expenses of the Company’s officers and employees performing legal or accounting
duties), (g) reasonable fees, disbursements and expenses of counsel and independent certified
public accountants of the Company, (h) reasonable fees, disbursements and expenses of one counsel
for the Electing Holders retained in connection with a Shelf Registration, as selected by the
Electing Holders of at least a majority in aggregate principal amount of the Registrable Securities
held by Electing Holders (which counsel shall be reasonably satisfactory to the Company), (i) any
fees charged by securities rating services for rating the Securities, and (j) fees, expenses and
disbursements of any other persons, including special experts, retained by the Company in
connection with such registration (collectively, the “Registration Expenses”). To the extent that
any Registration Expenses are incurred, assumed or paid by any holder of Registrable Securities,
the Company shall reimburse such person for the full amount of the Registration Expenses so
incurred, assumed or paid promptly after receipt of a request therefor. Notwithstanding the
foregoing, the holders of the Registrable Securities being registered shall pay all agency fees and
commissions and underwriting discounts and commissions, if any, and transfer taxes, if any,
attributable to the sale of such Registrable Securities and the fees and disbursements of any
counsel or other advisors or experts retained by such holders (severally or jointly), other than
the counsel and experts specifically referred to above.




     5. Representations and Warranties.



          Each of the Company and the Guarantors, jointly and severally, represents and warrants to, and
agrees with, each Purchaser and each of the holders from time to time of Registrable Securities
that:





  (a) Each registration statement covering Registrable Securities and each prospectus
(including any preliminary or summary prospectus) contained therein or furnished pursuant to
Section 3(c) or Section 3(d) and any further amendments or supplements to any such registration
statement or prospectus, when it becomes effective or is filed with the Commission, as the case
may be, will conform in all material respects to the requirements of the Securities Act and the
Trust Indenture Act and will not contain an untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the statements therein not
misleading; and at all times subsequent to the Effective Time when a prospectus would be
required to be delivered under the Securities Act, other than (A) from (i) such time as a notice
has been given to holders of Registrable Securities pursuant to Section 3(c)(iii)(G) or Section
3(d)(viii)(G) until (ii) such time as the Company furnishes an amended or supplemented
prospectus pursuant to Section 3(c)(iv) or Section 3(e) or (B) during any applicable Suspension
Period, each such registration statement, and each prospectus (including any summary prospectus)
contained therein or furnished pursuant to Section 3(c) or Section 3(d), as then amended or
supplemented, will



15









 






conform in all material respects to the requirements of the Securities Act and the Trust
Indenture Act and will not contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements therein not
misleading in the light of the circumstances then existing; 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 holder of
Registrable Securities expressly for use therein.




     (b) Any documents incorporated by reference in any prospectus referred to in Section 5(a),
when they become or became effective or are or were filed with the Commission, as the case may
be, will conform or conformed in all material respects to the requirements of the Securities Act
or the Exchange Act, as applicable, and none of such documents will contain or contained an
untrue statement of a material fact or will omit or omitted to state a material fact required to
be stated therein or necessary to make the statements therein 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 holder
of Registrable Securities expressly for use therein.




     (c) The compliance by the Company with all of the provisions of this Agreement and the
consummation of the transactions herein contemplated will not (i) 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) result in any violation of the provisions of the certificate of incorporation, as
amended, or the by-laws or other governing documents, as applicable, of the Company or the
Guarantors or (iii) result in any violation of any statute or any order, rule or regulation of
any court or governmental agency or body having jurisdiction over the Company or any of its
subsidiaries or any of their respective properties, except in the case of (i) and (iii) above,
for such conflicts, breaches or defaults as would not reasonably be expected to result in a
material adverse effect on the current or future business, properties, condition (financial or
otherwise), stockholders’ equity, results of operations or prospects of the Company and its
subsidiaries, taken as whole (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 consummation by the Company and the Guarantors of the
transactions contemplated by this Agreement, except (w) the registration under the Securities
Act of the Securities and qualification of the Indenture under the Trust Indenture Act, (x) such
consents, approvals, authorizations, registrations or qualifications as may be required under
state securities or blue sky laws in connection with the offering and distribution of the
Securities, (y) such consents, approvals, authorizations, registrations or qualifications that
have been obtained and are in full force and effect as of the date hereof and (z) such consents,
approvals, authorizations, registrations or qualifications that the failure to have would not
reasonably be expected to have a Material Adverse Effect.




     (d) This Agreement has been duly authorized, executed and delivered by the Company.




     6. Indemnification and Contribution.




     (a) Indemnification by the Company and the Guarantors. The Company and the Guarantors,
jointly and severally, will indemnify and hold harmless each of the holders of Registrable
Securities included in an Exchange Offer Registration Statement and each of



16









 







the Electing Holders
of Registrable Securities included in a Shelf Registration Statement
against any losses, claims, damages or liabilities, joint or several, to which such holder
or such Electing Holder 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
Exchange Offer Registration Statement or Shelf Registration Statement, as the case may be, under
which such Registrable Securities were registered under the Securities Act, or any preliminary,
final or summary prospectus (including, without limitation, any Issuer Free Writing Prospectus)
contained therein or furnished by the Company to any such holder or such Electing Holder, or any
amendment or supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, and will reimburse such holder and such Electing Holder for
any legal or other expenses reasonably incurred by them in connection with investigating or
defending any such action or claim as such expenses are incurred; provided, however, that
neither the Company nor the Guarantors shall be liable to any such person in any such case to
the extent that any such loss, claim, damage or liability arises out of or is based upon: (i) an
untrue statement or alleged untrue statement or omission or alleged omission made in such
registration statement, or preliminary, final or summary prospectus (including, without
limitation, any Issuer Free Writing Prospectus), or amendment or supplement thereto, in reliance
upon and in conformity with written information furnished to the Company by such person
expressly for use therein; or (ii) the failure of any Electing Holder to discontinue the
disposition of Registrable Securities pursuant to the Shelf Registration Statement applicable to
such Registrable Securities upon receipt of any notice from the Company pursuant to Section
3(d)(viii)(G) until such Electing Holder shall have received copies of any amended or
supplemented prospectus required to be delivered to such Electing Holder by the Company pursuant
to

 Section 3(e).




     (b) Indemnification by the Holders. Each holder of Securities, severally and not jointly,
will (i) indemnify and hold harmless the Company, the Guarantors, and all other holders of
Registrable Securities, against any losses, claims, damages or liabilities to which the Company,
the Guarantors or such other holders of Registrable Securities 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 such registration statement, or any preliminary, final
or summary prospectus (including, without limitation, any Issuer Free Writing Prospectus)
contained therein or furnished by the Company to any such Electing Holder, or any amendment or
supplement thereto, or arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein 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 reliance upon
and in conformity with written information furnished to the Company by such Electing Holder
expressly for use therein, and (ii) reimburse the Company and the Guarantors for any legal or
other expenses reasonably incurred by the Company and the Guarantors in connection with
investigating or defending any such action or claim as such expenses are incurred; provided,
however, that no such Electing Holder shall be required to undertake liability to any person
under this Section 6(b) for any amounts in excess of the dollar amount of the proceeds to be
received by such Electing Holder from the sale of such Electing Holder’s Registrable Securities
pursuant to such registration.



17









 






     (c) Notices of Claims, Etc. Promptly after receipt by an indemnified party under
subsection (a) or (b) above of written notice of the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made against an
indemnifying party pursuant to the indemnification provisions of or contemplated by this Section
6, notify such indemnifying party in writing of the commencement of such action; but the
omission so to notify the indemnifying party shall not relieve it from any liability under
subsection (a) or (b) above except to the extent that such indemnifying party is materially
prejudiced as a 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 the
indemnification provisions of or contemplated by Section 6(a) or Section 6(b). In case any such
action shall be brought against any indemnified party and it shall notify an indemnifying party
of the commencement thereof, such 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 reasonably 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, such indemnifying party shall not be
liable to such indemnified party 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
prior 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) Contribution. If for any reason the indemnification provisions contemplated by Section
6(a) or Section 6(b) are unavailable to or insufficient to hold harmless an indemnified party 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 fault of the
indemnifying party and the indemnified party 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 fault of such indemnifying
party and indemnified party shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or omission or alleged omission to state a
material fact relates to information supplied by such indemnifying party or by such indemnified
party, and the parties’ relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The parties hereto agree that it would not be
just and equitable if contributions pursuant to this Section 6(d) were determined by pro rata
allocation (even if the holders 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 in
this Section 6(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 shall
be deemed to include any legal or other fees or expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action or claim. Notwithstanding
the provisions of this Section 6(d), no holder shall be required to contribute



18









 






any amount in
excess of the amount by which the dollar amount of the proceeds received by such holder from the
sale of any Registrable Securities (after deducting any fees, discounts
and commissions applicable thereto) exceeds the amount of any damages which such holder has
otherwise been required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation. The holders’ obligations in this Section 6(d)
to contribute shall be several in proportion to the principal amount of Registrable Securities
registered by them and not joint.




     (e) The obligations of the Company and the Guarantors under this Section 6 shall be in
addition to any liability which the Company or the Guarantors may otherwise have and shall
extend, upon the same terms and conditions, to each officer, director and partner of each holder
and each person, if any, who controls any holder within the meaning of the Securities Act; and
the obligations of the holders contemplated by this Section 6 shall be in addition to any
liability which the respective holder may otherwise have and shall extend, upon the same terms
and conditions, to each officer and director of the Company or the Guarantors (including any
person who, with his consent, is named in any registration statement as about to become a
director of the Company or the Guarantors) and to each person, if any, who controls the Company
within the meaning of the Securities Act.



     7. Underwritten Offerings.



          Each holder of Registrable Securities hereby agrees with the Company and each other such
holder that no holder of Registrable Securities may participate in any underwritten offering
hereunder unless (a) the Company gives its prior written consent to such underwritten offering, (b)
the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at
least a majority in aggregate principal amount of the Registrable Securities to be included in such
offering, provided that such designated managing underwriter or underwriters is or are reasonably
acceptable to the Company, (c) each holder of Registrable Securities participating in such
underwritten offering agrees to sell such holder’s Registrable Securities on the basis provided in
any underwriting arrangements approved by the persons entitled selecting the managing underwriter
or underwriters hereunder and (d) each holder of Registrable Securities participating in such
underwritten offering completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents reasonably required under the terms of such
underwriting arrangements.




     8. Rule 144.



          The Company covenants to the holders of Registrable Securities that to the extent it shall be
required to do so under the Exchange Act, the Company shall timely file the reports required to be
filed by it under the Exchange Act or the Securities Act (including the reports under Sections 13
and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144), and shall take such
further action as any holder of Registrable Securities may reasonably request, all to the extent
required from time to time to enable such holder to sell Registrable Securities without
registration under the Securities Act within the limitations of the exemption provided by Rule 144.
Upon the request of any holder of Registrable Securities in connection with that holder’s sale
pursuant to Rule 144, the Company shall deliver to such holder a written statement as to whether it
has complied with such requirements.




19









 








     9. Miscellaneous.



     (a) No Inconsistent Agreements. The Company represents, warrants, covenants and agrees
that it has not granted, and shall not grant, registration rights with respect to
Registrable Securities or any other securities which would be inconsistent with the terms
contained in this Agreement.



     (b) Specific Performance. The parties hereto acknowledge that there would be no adequate
remedy at law if the Company fails to perform any of its obligations hereunder and that the
Purchasers and the holders from time to time of the Registrable Securities may be irreparably
harmed by any such failure, and accordingly agree that the Purchasers and such holders, in
addition to any other remedy to which they may be entitled at law or in equity, shall be
entitled to compel specific performance of the obligations of the Company under this Agreement
in accordance with the terms and conditions of this Agreement, in any court of the United States
or any State thereof having jurisdiction. Time shall be of the essence in this Agreement.



     (c) Notices. All notices, requests, claims, demands, waivers and other communications
hereunder shall be in writing and shall be deemed to have been duly given when delivered by
hand, if delivered personally, by facsimile or by courier, or three days after being deposited
in the mail (registered or certified mail, postage prepaid, return receipt requested) as
follows: If to the Company, to it at 4 Tesseneer Drive, Highland Heights, KY 41076, and if to a
holder, to the address of such holder set forth in the security register or other records of the
Company, or to such other address as the Company or any such holder may have furnished to the
other in writing in accordance herewith, except that notices of change of address shall be
effective only upon receipt.



     (d) Parties in Interest. All the terms and provisions of this Agreement shall be binding
upon, shall inure to the benefit of and shall be enforceable by the parties hereto and the
holders from time to time of the Registrable Securities and the respective successors and
assigns of the parties hereto and such holders. In the event that any transferee of any holder
of Registrable Securities shall acquire Registrable Securities, in any manner, whether by gift,
bequest, purchase, operation of law or otherwise, such transferee shall, without any further
writing or action of any kind, be deemed a beneficiary hereof for all purposes and such
Registrable Securities shall be held subject to all of the terms of this Agreement, and by
taking and holding such Registrable Securities such transferee shall be entitled to receive the
benefits of, and be conclusively deemed to have agreed to be bound by all of the applicable
terms and provisions of this Agreement. If the Company shall so request, any such successor,
assign or transferee shall agree in writing to acquire and hold the Registrable Securities
subject to all of the applicable terms hereof.



     (e) Survival. The respective indemnities, agreements, representations, warranties and each
other provision set forth in this Agreement or made pursuant hereto shall remain in full force
and effect regardless of any investigation (or statement as to the results thereof) made by or
on behalf of any holder of Registrable Securities, any director, officer or partner of such
holder, or any controlling person of any of the foregoing, and shall survive delivery of and
payment for the Registrable Securities pursuant to the Purchase Agreement and the transfer and
registration of Registrable Securities by such holder and the consummation of an Exchange Offer.



     (f) Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of New York.



20









 





     (g) Headings. The descriptive headings of the several Sections and paragraphs of this
Agreement are inserted for convenience only, do not constitute a part of this Agreement and
shall not affect in any way the meaning or interpretation of this Agreement.



     (h) Entire Agreement; Amendments. This Agreement and the other writings referred to herein
(including the Indenture and the form of Securities) or delivered pursuant hereto which form a
part hereof contain the entire understanding of the parties with respect to its subject matter.
This Agreement supersedes all prior agreements and understandings between the parties with
respect to its subject matter. This Agreement may be amended and the observance of any term of
this Agreement may be waived (either generally or in a particular instance and either
retroactively or prospectively) only by a written instrument duly executed by the Company and
the holders of at least a majority in aggregate principal amount of the Registrable Securities
at the time outstanding. Each holder of any Registrable Securities at the time or thereafter
outstanding shall be bound by any amendment or waiver effected pursuant to this Section 9(h),
whether or not any notice, writing or marking indicating such amendment or waiver appears on
such Registrable Securities or is delivered to such holder.



     (i) Counterparts. This Agreement may be executed by the parties in counterparts, each of
which shall be deemed to be an original, but all such respective counterparts shall together
constitute one and the same instrument.



     (j) Severability. If any provision of this Agreement, or the application thereof in any
circumstance, is held to be invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of such provision in every other respect and of the
remaining provisions contained in this Agreement shall not be affected or impaired thereby.



21









 







     If the foregoing is in accordance with your understanding, please sign and return to us one
for the Company, the Guarantors and each of the Representatives plus one for each counsel
counterparts hereof, and upon the acceptance hereof by you, on behalf of each of the Purchasers,
this letter and such acceptance hereof shall constitute a binding agreement between each of the
Purchasers, the Guarantors and the Company. It is understood that your acceptance of this letter
on behalf of each of the Purchasers is pursuant to the authority set forth in a form of Agreement
among Purchasers, the form of which shall be submitted to the Company for examination upon request,
but without warranty on your part as to the authority of the signers thereof.



	 	 	 	 	 
	 	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 	 



22









 






	 	 	 	 	 



Accepted as of the date hereof:




Goldman, Sachs & Co.




	 	 	 	 	 
	By:
	 	/s/ Kevin Lockhart 	 	 
	 

	 	 

(Goldman, Sachs & Co.)
	 	 






On behalf of each of the Purchasers





23









 








Exhibit A




GENERAL CABLE CORPORATION




INSTRUCTION TO DTC PARTICIPANTS




(Date of Mailing)




URGENT — IMMEDIATE ATTENTION REQUESTED




DEADLINE FOR RESPONSE: [DATE] *



The Depository Trust Company (“DTC”) has identified you as a DTC Participant through which
beneficial interests in the General Cable Corporation (the “Company”) 7.125% Senior Fixed Rate
Notes due 2017 and Senior Floating Rate Notes due 2015 (together, the “Securities”) are held.



The Company is in the process of registering the Securities under the Securities Act of 1933 for
resale by the beneficial owners thereof. In order to have their Securities included in the
registration statement, beneficial owners must complete and return the enclosed Notice of
Registration Statement and Selling Securityholder Questionnaire.



It is important that beneficial owners of the Securities receive a copy of the enclosed
materials as soon as possible as their rights to have the Securities included in the
registration statement depend upon their returning the Notice and Questionnaire by [Deadline For
Response]. Please forward a copy of the enclosed documents to each beneficial owner that holds
interests in the Securities through you. If you require more copies of the enclosed materials or
have any questions pertaining to this matter, please contact General Cable Corporation, 4 Tesseneer
Drive, Highland Heights, KY 41076, 859-572-8000.






 




			
	*	 	Not less than 28 calendar days from date of mailing.




A-1









 














General Cable Corporation




Notice of Registration Statement




and




Selling Securityholder Questionnaire




(Date)



Reference is hereby made to the Exchange and Registration Rights Agreement (the “Exchange and
Registration Rights Agreement”) among General Cable Corporation (the “Company”), the Guarantors
signatories thereto and the Purchasers named therein. Pursuant to the Exchange and Registration
Rights Agreement, the Company has filed or will file with the United States Securities and Exchange
Commission (the “Commission”) a registration statement on Form [___] (the “Shelf Registration
Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as
amended (the “Securities Act”), of the Company’s 7.125% Senior Fixed Rate Notes due 2017 and Senior
Floating Rate Notes due 2015 (together, the “Securities”). A copy of the Exchange and Registration
Rights Agreement has been filed as an exhibit to the Shelf Registration Statement and can be
obtained from the Commission’s website at www.sec.gov. All capitalized terms not otherwise
defined herein shall have the meanings ascribed thereto in the Exchange and Registration Rights
Agreement.



Each beneficial owner of Registrable Securities (as defined below) is entitled to have the
Registrable Securities beneficially owned by it included in the Shelf Registration Statement. In
order to have Registrable Securities included in the Shelf Registration Statement, this Notice of
Registration Statement and Selling Securityholder Questionnaire (“Notice and Questionnaire”) must
be completed, executed and delivered to the Company’s counsel at the address set forth herein for
receipt ON OR BEFORE [Deadline for Response]. Beneficial owners of Registrable Securities who do
not properly complete, execute and return this Notice and Questionnaire by such date (i) will not
be named as selling securityholders in the Shelf Registration Statement and (ii) may not use the
Prospectus forming a part thereof for resales of Registrable Securities.



Certain legal consequences arise from being named as a selling securityholder in the Shelf
Registration Statement and related Prospectus. Accordingly, holders and beneficial owners of
Registrable Securities are advised to consult their own securities law counsel regarding the
consequences of being named or not being named as a selling securityholder in the Shelf
Registration Statement and related Prospectus.



The term “Registrable Securities” is defined in the Exchange and Registration Rights Agreement.




A-2









 








ELECTION



The undersigned holder (the “Selling Securityholder”) of Registrable Securities hereby elects to
include in the Shelf Registration Statement the Registrable Securities beneficially owned by it and
listed below in Item (3). The undersigned, by signing and returning this Notice and Questionnaire,
agrees to be bound with respect to such Registrable Securities by the terms and conditions of this
Notice and Questionnaire and the Exchange and Registration Rights Agreement, including, without
limitation, Section 6 of the Exchange and Registration Rights Agreement, as if the undersigned
Selling Securityholder were an original party thereto.



Pursuant to the Exchange and Registration Rights Agreement, the undersigned has agreed to indemnify
and hold harmless the Company, its officers who sign any Shelf Registration Statement, and each
person, if any, who controls the Company within the meaning of either Section 15 of the Securities
Act or Section 20 of the Exchange Act of 1934, as amended (the “Exchange Act”), against certain
loses arising out of an untrue statement, or the alleged untrue statement, of a material fact in
the Shelf Registration Statement or the related prospectus or the omission, or alleged omission, to
state a material fact required to be stated in such Shelf Registration Statement or the related
prospectus, but only to the extent such untrue statement or omission, or alleged untrue statement
or omission, was made in reliance on and in conformity with the information provided in this Notice
and Questionnaire.



Upon any sale of Registrable Securities pursuant to the Shelf Registration Statement, the Selling
Securityholder will be required to deliver to the Company and Trustee the Notice of Transfer set
forth in Appendix A to the Prospectus and as Exhibit B to the Exchange and Registration Rights
Agreement.



The Selling Securityholder hereby provides the following information to the Company and represents
and warrants that such information is accurate and complete:




A-3









 





QUESTIONNAIRE




	 	 	 	 	 
	(1)(a)

	 	Full legal name of Selling Securityholder:	 	 
	 
	 	 	 	 
	 

	 	 

	 	 
	   (b)	 	Full legal name of registered Holder (if not the same as in (a) above) of Registrable
Securities listed in Item (3) below:
	 
	 	 	 	 
	 

	 	 	 	 
	   (c)	 	Full legal name of DTC Participant (if applicable and if not the same as (b) above)
through which Registrable Securities listed in Item (3) below are held:
	 
	 	 	 	 
	 

	 	 	 	 





(2) Address for notices to Selling Securityholder:




	 	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Telephone:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Fax:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Contact Person:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	E-mail for Contact Person:	 	 	 	 
	 

	 	 	 	 	 	 





(3) Beneficial Ownership of Securities:




	 	 	 	 	 	 	 
	 	 	Except as set forth below in this Item (3), the undersigned
does not beneficially own any Securities.
	 
	   (a)

	 	Principal amount of Registrable Securities beneficially owned:

 





	 	 
	 

	 	CUSIP No(s). of such Registrable Securities:


 





	 	 
	 
	 	 	 	 	 	 
	   (b)	 	Principal amount of Securities other than Registrable
Securities beneficially owned:
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	CUSIP No(s). of such other
Securities: 
 





	 	 
	 
	 	 	 	 	 	 
	   (c)

	 	Principal amount of Registrable Securities that the undersigned
wishes to be included
in the Shelf Registration Statement: 





 





	 	 
	 

	 	CUSIP No(s). of such Registrable Securities to be included in
the Shelf Registration Statement: 
 





	 	 






(4) Beneficial Ownership of Other Securities of the Company:




	 	 	 	 	 
	 	 	Except as set forth below in this Item (4), the undersigned Selling Securityholder is not
the beneficial or registered owner of any other securities of the Company, other than
the Securities listed above in Item (3).
	 
	 

	 	State any exceptions here:	 	 
	 
	 	 	 	 
	 

	 	 

	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 





A-4









 






(5) Individuals who exercise dispositive powers with respect to the Securities:




	 	 	 	 	 
	 	 	If the Selling Securityholder is not an entity that is required to file
reports with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (a
“Reporting Company”), then the Selling Securityholder must disclose the name of the
natural person(s) who exercise sole or shared dispositive powers with respect to the
Securities. Selling Securityholders should disclose the beneficial holders, not
nominee holders or other such others of record. In addition, the Commission has
provided guidance that Rule 13d-3 of the Securities Exchange Act of 1934 should be
used by analogy when determining the person or persons sharing voting and/or
dispositive powers with respect to the Securities.
	 
	 	 	 	 
	(a)

	 	Is the holder a Reporting Company?	 	 
	 
	 	 	 	 
	 

	 	Yes
                                   No                     	 	 
	 
	 	 	 	 
	 

	 	If “No”, please answer Item (5)(b).	 	 
	 
	 	 	 	 
	(b)

	 	List below the individual or individuals who exercise dispositive powers with respect
to the Securities:	 	 
	 
	 	 	 	 
	 

	 	 

	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 

	 	 
	 	 	Please note that the names of the persons listed in (b) above will be included in the
Shelf Registration Statement and related Prospectus.






(6) Relationships with the Company:




	 	 	 	 	 
	 	 	Except as set forth below, neither the Selling Securityholder nor any of its affiliates,
officers, directors or principal equity holders (5% or more) has held any position or
office or has had any other material relationship with the Company (or its
predecessors or affiliates) during the past three years.
	 
	 	 	 	 
	 

	 	State any exceptions here:	 	 
	 
	 	 	 	 
	 

	 	 

	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	(7)

	 	Plan of Distribution:	 	 
	 
	 	 	 	 
	 	 	Except as set forth below, the undersigned Selling Securityholder intends to distribute
the Registrable Securities listed above in Item (3) only as follows (if at all):
Such Registrable Securities may be sold from time to time directly by the undersigned
Selling Securityholder. Such Registrable Securities may be sold in one or more
transactions at fixed prices, at prevailing market prices at the time of sale, at
varying prices determined at the time of sale, or at negotiated prices. Such sales
may be effected in transactions (which may involve crosses or block transactions) (i)
on any national securities exchange or quotation service on which the Registered
Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter
market, (iii) in transactions otherwise than on such exchanges or services or in the
over-the-counter market, or (iv) through the writing of options. In connection with
sales of the






A-5









 






	 	 	 	 	 
	 	 	Registrable Securities or otherwise, the Selling Securityholder may enter into hedging
transactions with broker-dealers, which may in turn engage in short sales of the
Registrable Securities in the course of hedging the positions they assume. The Selling
Securityholder may also sell Registrable Securities short and deliver Registrable
Securities to close out such short positions, or loan or pledge Registrable Securities to
broker-dealers that in turn may sell such securities.
	 
	 	 	 	 
	 

	 	State any exceptions here:	 	 
	 
	 	 	 	 
	 

	 	 

	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Note: In no event may such method(s) of distribution take the form of an underwritten
offering of Registrable Securities without the prior written agreement of the Company.






(8) Broker-Dealers:




	 	 	 	 	 
	 	 	The Commission requires that all Selling Securityholders that are registered
broker-dealers or affiliates of registered broker-dealers be so identified in the
Shelf Registration Statement. In addition, the Commission requires that all Selling
Securityholders that are registered broker-dealers be named as underwriters in the
Shelf Registration Statement and related Prospectus, even if they did not receive the
Registrable Securities as compensation for underwriting activities.
	 
	 	 	 	 
	(a)

	 	State whether the undersigned Selling Securityholder is a registered broker-dealer:	 	 
	 
	 	 	 	 
	 

	 	Yes
                                    No                     	 	 
	 
	 	 	 	 
	(b)	 	If the answer to (a) is “Yes”, you must answer (i) and (ii) below, and (iii) below if
applicable. Your answers to (i) and (ii) below, and (iii) below if applicable, will be
included in the Shelf Registration Statement and related Prospectus.
	 
	 	 	 	 
	 

	 	(i) Were the Securities acquired as compensation for underwriting activities?	 	 
	 
	 	 	 	 
	 

	 	Yes                                     No                     	 	 
	 
	 	 	 	 
	 	 	If you answered “Yes”, please provide a brief description of the transaction(s)
in which the Securities were acquired as compensation:
	 
	 	 	 	 
	 

	 	 

	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	(ii) Were the Securities acquired for investment purposes?	 	 
	 
	 	 	 	 
	 

	 	Yes                                    No                     	 	 
	 
	 	 	 	 
	 	 	(iii) If you answered “No” to both (i) and (ii), please explain the Selling
Securityholder’s reason for acquiring the Securities:

	 
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 





A-6









 






	 	 	 	 	 
	(c)	 	State whether the undersigned Selling Securityholder is an affiliate of a registered
broker-dealer and, if so, list the name(s) of the broker-dealer affiliate(s):
	 
	 	 	 	 
	 

	 	Yes
                                    No                     	 	 
	 
	 	 	 	 
	 

	 	 

	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	(d)

	 	If you answered “Yes” to question (c) above:	 	 
	 
	 	 	(i) Did the undersigned Selling Securityholder purchase Registrable Securities
in the ordinary course of business?

	 
	 	 	 	 
	 

	 	Yes
                                    No                     	 	 
	 
	 	 	 	 
	 	 	If the answer is “No” to question (d)(i), provide a brief explanation of the
circumstances in which the Selling Securityholder acquired the Registrable
Securities:
	 
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	   (ii) At the time of the purchase of the Registrable Securities, did the
undersigned Selling Securityholder have any agreements, understandings or
arrangements, directly or indirectly, with any person to dispose of or distribute the
Registrable Securities?

	 
	 	 	 	 
	 

	 	Yes
                                    No                     	 	 
	 
	 	 	 	 
	 	 	If the answer is “Yes” to question (d)(ii), provide a brief explanation of such
agreements, understandings or arrangements:
	 
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	If the answer is “No” to Item (8)(d)(i) or “Yes” to Item (8)(d)(ii), you will be named as
an underwriter in the Shelf Registration Statement and the related Prospectus.






(9) Hedging and short sales:




	 	 	 	 	 
	

	 	(a) State whether the undersigned Selling Securityholder has or will enter into “hedging
transactions” with respect to the Registrable Securities:	 	 
	 
	 	 	 	 
	 

	 	Yes
                                    No                     	 	 
	 
	 	 	 	 
	 

	 	If “Yes”, provide below a complete description of the hedging transactions into
which the undersigned Selling Securityholder has entered or will enter and the
purpose of such hedging transactions, including the extent to which such
hedging transactions remain in place:	 	 
	 
	 	 	 	 
	 

	 	 

	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 





A-7









 






	 	 	 	 	 
	(b)	 	Set forth below is Interpretation A.65 of the Commission’s July 1997 Manual of Publicly
Available Interpretations regarding short selling:
	 
	 	 	 	 
	 	 	“An issuer filed a Form S-3 registration statement for a secondary offering of common
stock which is not yet effective. One of the selling shareholders wanted to do a short
sale of common stock “against the box” and cover the short sale with registered shares
after the effective date. The issuer was advised that the short sale could not be made
before the registration statement becomes effective, because the shares underlying the
short sale are deemed to be sold at the time such sale is made. There would, therefore,
be a violation of Section 5 if the shares were effectively sold prior to the effective
date.”
	 
	 	 	 	 
	 	 	By returning this Notice and Questionnaire, the undersigned Selling Securityholder will be
deemed to be aware of the foregoing interpretation.






*  *  *  *  *



By signing below, the Selling Securityholder acknowledges that it understands its obligation to
comply, and agrees that it will comply, with the provisions of the Exchange Act, particularly
Regulation M (or any successor rule or regulation).



The Selling Securityholder hereby acknowledges its obligations under the Exchange and Registration
Rights Agreement to indemnify and hold harmless the Company and certain other persons as set forth
in the Exchange and Registration Rights Agreement.



In the event that the Selling Securityholder transfers all or any portion of the Registrable
Securities listed in Item (3) above after the date on which such information is provided to the
Company, the Selling Securityholder agrees to notify the transferee(s) at the time of the transfer
of its rights and obligations under this Notice and Questionnaire and the Exchange and Registration
Rights Agreement.



By signing below, the Selling Securityholder consents to the disclosure of the information
contained herein in its answers to Items (1) through (9) above and the inclusion of such
information in the Shelf Registration Statement and related Prospectus. The Selling Securityholder
understands that such information will be relied upon by the Company in connection with the
preparation of the Shelf Registration Statement and related Prospectus.



In accordance with the Selling Securityholder’s obligation under Section 3(d) of the Exchange and
Registration Rights Agreement to provide such information as may be required by law for inclusion
in the Shelf Registration Statement, the Selling Securityholder agrees to promptly notify the
Company of any inaccuracies or changes in the information provided herein which may occur
subsequent to the date hereof at any time while the Shelf Registration Statement remains in effect
and to provide such additional information that the Company may reasonably request regarding such
Selling Securityholder and the intended method of distribution of Registrable Securities in order
to comply with the Securities Act. Except as otherwise provided in the Exchange and Registration
Rights Agreement, all notices hereunder and pursuant to the Exchange and Registration Rights
Agreement shall be made in writing, by hand-delivery, first-class mail, or air courier guaranteeing
overnight delivery as follows:




A-8









 








	 	 	 
	(i) To the Company:
	 	 
	 
	 	 
	 

	 	General Cable Corporation
	 

	 	4 Tesseneer Drive
	 

	 	Highland Heights, KY 41076-9753
	 

	 	Attn: Robert J. Siverd
	 
	 	 
	(ii) With a copy to:
	 	 
	 
	 	 
	 

	 	Blank Rome LLP
	 

	 	One Logan Square
	 

	 	130 N 18th Street
	 

	 	Philadelphia, PA 19103-6998
	 

	 	Attn: Alan H. Lieblich





Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the
Company’s counsel, the terms of this Notice and Questionnaire, and the representations and
warranties contained herein, shall be binding on, shall inure to the benefit of and shall be
enforceable by the respective successors, heirs, personal representatives, and assigns of the
Company and the Selling Securityholder (with respect to the Registrable Securities beneficially
owned by such Selling Securityholder and listed in Item (3) above. This Notice and Questionnaire
shall be governed in all respects by the laws of the State of New York.




A-9









 







IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this Notice and
Questionnaire to be executed and delivered either in person or by its duly authorized agent.




Dated:                                         




	 	 	 	 	 	 
	 	 	 	
	 	 	Selling Securityholder

(Print/type full legal name of beneficial owner of Registrable Securities)	
	 
	 	 	 	 	
	 

	 	By:	 	 	
	 

	 	 	 	 	
	 

	 	Name:	 	 	
	 

	 	Title:	 	 	





PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON OR BEFORE
[DEADLINE FOR RESPONSE] TO THE COMPANY’S COUNSEL AT:




 






 






 






 






 






A-10









 








Exhibit B




NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT




U.S. Bank National Association

General Cable Corporation

c/o U.S. Bank National Association

Corporate Trust Services

CN-WN-06CT

425 Walnut Street

Cincinnati, Ohio 45202




Attention: Trust Officer





			
		 	Re: General Cable Corporation (the “Company”)
7.125% Senior Fixed Rate Notes due 2015
Senior Floating Rate Notes due 2017





Dear Sirs:



Please be advised that                                          has transferred                      aggregate principal amount of the
above-referenced _________Notes pursuant to an effective Registration Statement on Form [
] (File No. 333- _______) filed by the Company.




     We hereby certify that the prospectus delivery requirements, if any, of the Securities Act of 1933,
as amended, have been satisfied and that the above-named beneficial owner of the Notes is named as
a “Selling Holder” in the Prospectus dated [date] or in supplements thereto, and that the aggregate
principal amount of the Notes transferred are the Notes listed in such Prospectus opposite such
owner’s name.



     Dated:



	 	 	 	 	 	 
	Very 	 truly yours,	 
	 	
——————————————————

(Name)

 	 



	 	 	 	 	 
	 	By:  	
 	 
	 	 	 	 
	 	 	(Authorized Signature)