EX-10.70



 







Exhibit 10.70




AMENDMENT NO. 1 TO THE

AMENDED AND RESTATED CREDIT AGREEMENT




     This AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is
entered into as of June 13, 2005 by and among GENERAL CABLE INDUSTRIES, INC., a Delaware
corporation (the “Borrower”), the Guarantors (such term and each other capitalized term used but
not defined herein having the meaning given to it in Article I of the Credit Agreement
referenced below), the Lenders signatory hereto, UBS AG, STAMFORD BRANCH, as administrative agent
(the “Administrative Agent”) for the Lenders and MERRILL LYNCH CAPITAL, a division of Merrill Lynch
Business Financial Services Inc., as collateral agent (the “Collateral Agent”; and together with
the Administrative Agent, the “Agents”) for the Secured Parties and Issuing Bank.



RECITALS




     WHEREAS, the Borrower, the Guarantors, the Administrative Agent, the Collateral Agent and
Lenders entered into that certain Amended and Restated Credit Agreement dated as of October 22,
2004 (as amended, supplemented, restated or otherwise modified from time to time, the “Credit
Agreement”), pursuant to which Lenders have agreed to make certain loans and other financial
accommodations to Borrower; and



     WHEREAS, Borrower has requested that Agents and the Lenders to amend certain provisions of the
Credit Agreement, all upon the terms and subject to the conditions as herein set forth.



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



     1 Amendments. Subject to the satisfaction of each of the conditions to effectiveness
set forth in Section 3 of this Agreement, each of the parties hereto hereby agree as
follows:




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




     “Ozark Account(s)” shall mean those certain Account(s) with Ozark Auto
Purchasing LLC as the Account Debtor owing to Borrower, any other Borrowing Base
Guarantor, or any Subsidiary thereof.




     “First Amendment Effective Date” shall mean June 13, 2005.




     (b) The defined term “Lender Addendum” is hereby amended and restated in its entirety
to read as follows:




     “Lender Addendum” shall mean with respect to any Lender on the Original Closing
Date, the Closing Date or the First Amendment Effective Date, as the case may be, a
lender addendum in the form of Exhibit A-4 ̧ executed and



 









 






delivered by such
Lender on the Original Closing Date, the Closing Date or the First Amendment
Effective Date, as applicable, as provided in Section 11.14.




     (c) The last sentence of the defined term “Revolving Commitment” is hereby amended and
restated in its entirety to read as follows:




     “The aggregate amount of the Lenders’ Revolving Commitments on the First
Amendment Effective Date is $275.0 million.”




     (d) Section 2.19(a)(xv)(b) of the Credit Agreement is hereby amended and
restated to read in its entirety as follows:




     “(b) any Account which is due according to its original terms of sale more than
90 days after its original invoice date, except as may be approved in advance and in
writing by Collateral Agent in its discretion, with such limitations as the
Collateral Agent may deem appropriate; it being understood and agreed that (I) as of
the Closing Date, an AutoZone Account, a Robert Bosch Account, a Ozark Account or an
Account of Graybar Electric Company, Inc. or State Electric Supply Co., Inc. which
is due according to its original terms of sale more than 90 days after its original
invoice date shall not be deemed in default by reason of this clause (b) or by
reason of clause (a) above, as long as such Account is not more than 30 days past
due according to its original terms of sale and does not remain unpaid for more than
150 days after its original invoice date; (II) to the extent AutoZone, Inc., Robert
Bosch Corporation, or Ozark Auto Purchasing LLC is an Investment Grade Account
Debtor, an AutoZone Account, Robert Bosch Account, or Ozark Account which is due
according to its original terms of sale more than 90 days after its original invoice
date shall not be deemed in default by reason of this clause (b) or by reason of
clause (a) above, as long as such Account is not more than 30 days past due
according to its original terms of sale and does not remain unpaid for more than 180
days after its original invoice date, and (III) (A) if the aggregate Available
Amounts of all AutoZone Accounts that are Eligible Accounts shall at any time exceed
25% of the aggregate Available Amounts of all Eligible Accounts which are included
in the Borrowing Base, then the Collateral Agent may establish a Reserve in the
exercise of its reasonable credit judgment in an amount equal to the excess of the
aggregate Available Amounts of such AutoZone Accounts over 25% of the aggregate
Available Amounts of all Eligible Accounts, (B) if the aggregate Available Amounts
of all Robert Bosch Accounts that are Eligible Accounts shall at any time exceed 7%
of the aggregate Available Amounts of all Eligible Accounts which are included in
the Borrowing Base, then the Collateral Agent may establish a Reserve in the
exercise of its reasonable credit judgment in an amount equal to the excess of the
aggregate Available Amounts of such Robert Bosch Accounts over 7% of the aggregate
Available Amounts of all Eligible Accounts, and (C) if the aggregate Available
Amounts of all Ozark Accounts that are Eligible Accounts shall at any
time exceed 3% of the aggregate Available Amounts of all Eligible Accounts
which are included in the Borrowing Base, then the Collateral Agent may establish a
Reserve in the exercise of its reasonable credit judgment in an amount



2









 






equal to the
excess of the aggregate Available Amounts of such Ozark Accounts over 3% of the
aggregate Available Amounts of all Eligible Accounts;”




     (e) Section 5.16 of the Credit Agreement is hereby amended and restated to read
in its entirety as follows:




     “SECTION 5.16 Distributions by GCC Spain. On or before June 30, 2006:
(a) each of the Loan Parties shall, jointly and severally, cause GCC Spain to make a
cash dividend or cash return of equity capital to Holdings in respect of the Equity
Interest held by Holdings in GCC Spain and/or to redeem, retire, purchase or
otherwise acquire for a consideration, in each case in cash, any such Equity
Interest outstanding, in an aggregate amount of not less than $10,000,000, (b)
immediately upon receipt of the proceeds of the distributions described in
clause (a) above, Holdings shall distribute such proceeds in cash and in an
aggregate amount of not less than $10,000,000, whether directly or through
sequential downstream of such distributions, to Borrower, (c) immediately upon
receipt of the proceeds of the distributions described in clause (b) above,
Borrower shall use such proceeds to prepay the Borrowings in an aggregate amount of
not less than $10,000,000 and (d) the Administrative Agent and the Collateral Agent
shall have received an Officers’ Certificate from Borrower certifying that the Loan
Parties have complied with the terms and provisions of this Section 5.16.”




     (f) Clauses (iii) and (iv) of Section 6.01(l) of the Credit Agreement is hereby
amended and restated in their entirety to read as follows:




     “(iii) [Intentionally Omitted];




     (iv) of Holdings in respect of Indebtedness for borrowed money of Joint
Ventures as long as such Contingent Obligations do not exceed, together with all
Investments made in such Joint Ventures under Section 6.04(n), the Dollar
Equivalent of $25.0 million in the aggregate at any time; or”




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




     “(n) additional Investments after the Original Closing Date in any Joint
Venture as long as the aggregate outstanding amount of additional Investments in all
Joint Ventures does not exceed with respect to all Joint Ventures, together with all
Contingent Obligations issued in respect of such Joint Ventures under Section
6.01(l)(iv) the Dollar Equivalent of $25.0 million in the aggregate; and”




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




     “(o) (i) Loan Parties may capitalize or forgive any Indebtedness owed to it by
other Loan Parties (except that Borrower shall not forgive intercompany loans made
to any other Loan Party) and (ii) Holdings may capitalize the GCC



3









 






Spain Refinancing
Intercompany Debt in an amount not to exceed 10.0 million Euros as long as no Event
of Default has occurred and is continuing.”




     (i) Section 11.14 of the Credit Agreement is hereby amended and restated in its
entirety to read as follows:




     “11.14 Lender Addendum. Each Lender a party to the Prior Credit
Agreement on the Original Closing Date has delivered to the Administrative Agent a
Lender Addendum duly executed by such Lender, the Borrower and the Administrative
Agent. In addition, each Lender to become a party to this Agreement on the Closing
Date shall do so by delivering to the Administrative Agent a Lender Addendum duly
executed by such Lender, the Borrower and the Administrative Agent. In addition,
each Lender that is a party to that certain Amendment No. 1 to the Amended and
Restated Credit Agreement, dated as of the First Amendment Effective Date, among
such Lenders, the Administrative Agent, the Collateral Agent, the Borrower and the
other Loan Parties, shall deliver to the Administrative Agent on or prior to the
First Amendment Effective Date a Lender Addendum duly executed by such Lender, the
Borrower and the Administrative Agent.”




     (j) Schedule 1.01(d), Schedule 1.01(e) and Schedule 3.05(b) to
the Credit Agreement are hereby amended and restated in their entirety to read as
Schedule 1.01(d), Schedule 1.01(e) and Schedule 3.05(b) respectively
to this Agreement. 



     2 Amendment to Lender Addendum. Each of the Lender Addenda among the Administrative
Agent, the Borrower and the Lenders signatory to this Agreement (other than UBS Loan Finance LLC
and Merrill) is hereby amended by increasing such Lender’s Commitment by an amount equal to such
Lender’s Pro Rata Percentage (as such Pro Rata Percentage is in existence prior to the date hereof
and without taking account of this Agreement) of $35,000,000, which represents the aggregate amount
of the increase in Commitments on the date hereof (the “Increased Commitment Amount”), the Lender
Addendum among the Administrative Agent, the Borrower and UBS Loan Finance LLC is hereby amended by
increasing UBS Loan Finance LLC’s Commitment in an amount equal to 11.458333333% of the Increased
Commitment Amount, and the Lender Addendum among the Administrative Agent, the Borrower and Merrill
is hereby amended by increasing Merrill’s Commitment by 11.458333333% of the Increased Commitment
Amount.



     3 Conditions to Effectiveness. The parties hereto hereby agree that this Agreement
shall be effective upon satisfaction of the following conditions precedent:



          (a) This Agreement shall have been executed and delivered by the Administrative Agent, the
Collateral Agent, the Required Lenders, all Lenders whose Commitment is increased upon the
effectiveness of this Agreement, the Borrower and the other Loan Parties.




4









 








          (b) The Administrative Agent shall have received a completed and executed Lender Addendum from
each Lender whose Commitment is increased upon the effectiveness of this Agreement.




          (c) There shall have been delivered to the Administrative Agent and the Collateral Agent such
other documents, instruments, agreements, certificates and legal opinions as the Administrative
Agent and/or the Collateral Agent shall reasonably request in connection with the transactions
contemplated by this Agreement, including all those listed in the Closing Checklist attached hereto
as Annex I.




          (d) The Administrative Agent shall have received, for the account of Lenders whose Commitments
are increased on the First Amendment Effective Date, an amendment fee in the amount of $43,750 (to
be allocated by the Administrative Agent among such Lenders based on the percentage of the
Increased Commitment Amount represented by the amount of increase in the Commitment of each such
Lender), which fee, once paid, shall be nonrefundable and shall not be creditable against any other
fees payable in connection with the Credit Agreement or the other Loan Documents.




          (e) The Administrative Agent and the Collateral Agent shall have received all fees payable
pursuant to that certain Fee Letter, dated as of the date hereof, by an among the Administrative
Agent, the Collateral Agent and the Borrower.




          (f) The representations and warranties contained herein shall be true and correct in all
respects, and, after giving effect to this Agreement, no Event of Default or Default shall exist on
the date hereof.




     4 Representations and Warranties.



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




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




          (c) Neither the execution, delivery and performance of this Agreement by the Borrower nor the
consummation of the transactions contemplated hereby does or shall result in a breach of, or
violate (i) any provision of the Borrower’s or any other Loan Party’s articles of incorporation or
bylaws or other similar documents or instruments, (ii) any law or regulation, or any order or
decree of any court or government instrumentality, applicable to the Borrower or the other Loan
Parties or binding upon any of their properties, or (iii) any indenture, mortgage, deed




5









 







of trust, lease, agreement or other instrument to which the Borrower or any other Loan Party
is a party or by which the Borrower or any other Loan Party or any of their property is bound,
except in any such case to the extent such conflict or breach has been waived by a written waiver
document, a copy of which has been delivered to the Agents on or before the date hereof.




     5 Reference to and Effect upon the Credit Agreement.



          (a) Except as specifically set forth above, the Credit Agreement and the other Loan Documents
shall remain in full force and effect and are hereby ratified and confirmed, including, without
limitation each Guarantor’s guarantee set forth in Article VII of the Credit Agreement.




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




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




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




     6 Costs and Expenses. As provided in Section 11.03 of the Credit Agreement,
Borrower agrees to reimburse Agents for all reasonable out-of-pocket expenses incurred by the
Administrative Agent and the Collateral Agent in connection with the preparation, execution and
delivery of this Agreement, including the fees, charges and disbursements of Latham & Watkins, LLP,
counsel for the Administrative Agent.



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



     8 Loan Document. This Agreement shall be deemed to be a Loan Document.



6









 





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



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



[Signature Pages Follow]




7









 








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




	 	 	 	 	 
	 	LOAN PARTIES





GENERAL CABLE INDUSTRIES, INC., as the

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

General Counsel 	 
	 



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

General Counsel 	 
	 



	 	 	 	 	 
	 	GENERAL CABLE CORPORATION, as a Loan Party,

Borrowing Base Guarantor and Guarantor

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

General Counsel 	 
	 



	 	 	 	 	 
	 	GK TECHNOLOGIES,
INCORPORATED, as a Loan
 Party,
Borrowing Base Guarantor and Guarantor

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

General Counsel 	 
	 


[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]




 









 








	 	 	 	 	 
	 	GENERAL CABLE INDUSTRIES, LLC, as a Loan
 Party,
Borrowing Base Guarantor and Guarantor

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

General Counsel 	 
	 


[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]




 









 








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

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

General Counsel 	 
	 



	 	 	 	 	 
	 	GENERAL CABLE TEXAS OPERATIONS,
L.P., as a Loan Party, Borrowing Base Guarantor and Guarantor





By: GENERAL CABLE INDUSTRIES, INC., its general

partner

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

General Counsel 	 
	 



	 	 	 	 	 
	 	MARATHON MANUFACTURING HOLDINGS,
INC., as a Loan Party and Guarantor

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

General Counsel 	 
	 



	 	 	 	 	 
	 	GENERAL CABLE OVERSEAS HOLDINGS, INC., as a Loan
Party and Guarantor

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

General Counsel 	 
	 


[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]




 









 








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

General Counsel 	 
	 



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

General Counsel 	 
	 



	 	 	 	 	 
	 	MLTC COMPANY, as a Loan Party and Guarantor

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

General Counsel 	 
	 



	 	 	 	 	 
	 	MARATHON STEEL COMPANY, as a Loan Party and

Guarantor

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

General Counsel 	 
	 



	 	 	 	 	 
	 	GENCA CORPORATION, as a Loan Party and Guarantor

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

General Counsel 	 
	 


[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]




 









 








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

General Counsel 	 
	 


[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]








 









 








	 	 	 	 	 
	 	GENERAL CABLE DE MEXICO DEL NORTE
SA DE CV, as a Loan Party and Guarantor
 	 
	 	By:  	/s/ Robert J. Siverd
 	 
	 	 	Name:  	Robert J. Siverd 	 
	 	 	Title:  	Executive Vice President and

General Counsel 	 
	 



	 	 	 	 	 
	 	GENERAL CABLE DE LATINOAMERICA,
SA DE CV, as a Loan Party and Guarantor

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

General Counsel 	 
	 



	 	 	 	 	 
	 	NEXTGEN FIBER OPTICS LLC, as a Loan Party,

Borrowing Base Guarantor and Guarantor

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

General Counsel 	 
	 


[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]




 









 








	 	 	 	 	 
	 	AGENTS





UBS AG, STAMFORD BRANCH, as the Administrative

Agent

 	 
	 	By:  	/s/ Wilfred V. Saint
 	 
	 	 	Name:  	Wilfred V. Saint 	 
	 	 	Title:  	Director 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                                                 /s/ Richard L. Tavrow
 	 
	 	 	Name:  	Richard L. Tavrow 	 
	 	 	Title:  	Director 	 
	 


[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]




 









 








	 	 	 	 	 
	 	MERRILL LYNCH CAPITAL, a
division of Merrill Lynch Business Financial Services Inc., as the Collateral Agent and a Lender

 	 
	 	By:  	/s/ Tamara Roehm
 	 
	 	 	Name:  	Tamara Roehm 	 
	 	 	Title:  	Vice President 	 
	 


[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]




 









 








	 	 	 	 	 
	 	LENDERS





UBS LOAN FINANCE, LLC, as a Lender and 

as Swingline Lender

 	 
	 	By:  	s\ Wilfred V. Saint
 	 
	 	 	Name:  	Wilfred V. Saint 	 
	 	 	Title:  	Director 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                                                 s\ Richard L. Tavrow
 	 
	 	 	Name:  	Richard L. Tavrow 	 
	 	 	Title:  	Director 	 
	 


[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]





 









 






	 	 	 	 	 
	 	Allied Irish Banks, p.l.c, as a Lender 

 	 
	 	By:  	/s/ Martin Chin
 	 
	 	 	Name:  	Martin Chin 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                        /s/ John Farrace
 	 
	 	 	Name:  	John Farrace 	 
	 	 	Title:  	Senior Vice President 	 
	 



[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]





 









 








	 	 	 	 	 
	 	JPMorgan Chase Bank, N.A., as a Lender

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



[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]




 









 








	 	 	 	 	 
	 	The CIT Group/Business Credit, Inc., as a Lender

 	 
	 	By:  	/s/ Juan R. Ramirez
 	 
	 	 	Name:  	Juan R. Ramirez 	 
	 	 	Title:  	Assistant Vice President 	 
	 




[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]



 









 








	 	 	 	 	 
	 	Fleet Capital Corporation, as a Lender

 	 
	 	By:  	/s/ Philip B. Fues
 	 
	 	 	Name:  	Philip B. Fues 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]




 









 








	 	 	 	 	 
	 	General Electric Capital Corporation, as a Lender

 	 
	 	By:  	/s/ Dennis W. Cloud
 	 
	 	 	Name:  	Dennis W. Cloud 	 
	 	 	Title:  	Duly Authorized Signatory 	 
	 



[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]




 









 








	 	 	 	 	 
	 	GMAC Commercial Finance LLC, as a Lender

 	 
	 	By:  	/s/ Robert J. Brandow
 	 
	 	 	Name:  	Robert J. Brandow 	 
	 	 	Title:  	Director 	 
	 



[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]




 









 








	 	 	 	 	 
	 	ING CAPITAL LLC, as a Lender

 	 
	 	By:  	/s/ Janice M. Whalen
 	 
	 	 	Name:  	Janice M. Whalen 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]




 









 








	 	 	 	 	 
	 	LaSalle Business Credit, LLC, as a Lender

 	 
	 	By:  	/s/ Mitchell Tarvid
 	 
	 	 	Name:  	Mitchell Tarvid 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]





 









 








	 	 	 	 	 
	 	NATIONAL CITY BUSINESS CREDIT, INC., as a Lender

 	 
	 	By:  	/s/ Anthony Alexander
 	 
	 	 	Name:  	Anthony Alexander 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]




 









 








	 	 	 	 	 
	 	PNC BANK, N.A., as a Lender

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



[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]




 









 








	 	 	 	 	 
	 	RZB Finance LLC, as a Lender

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



	 	 	 	 	 
	 	 	 
	 	By:  	                     /s/ John A. Valiska
 	 
	 	 	Name:  	John A. Valiska 	 
	 	 	Title:  	First Vice President 	 
	 



[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]





 









 








	 	 	 	 	 
	 	UPS CAPITAL CORPORATION, as a Lender

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



[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]





 









 








	 	 	 	 	 
	 	WEBSTER BUSINESS CREDIT CORP., as a Lender

 	 
	 	By:  	/s/ Joseph A. Ciciola
 	 
	 	 	Name:  	Joseph A. Ciciola 	 
	 	 	Title:  	Assistant Vice President 	 
	 



[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]




 









 








	 	 	 	 	 
	 	WELLS FARGO FOOTHILL, LLC, as a Lender

 	 
	 	By:  	/s/ Dennis King
 	 
	 	 	Name:  	Dennis King 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]




 









 








SCHEDULE 1.01 (D) TO THE CREDIT AGREEMENT




Appraised Net Orderly Liquidation Value of Eligible Equipment and the Appraised Fair

Market Value of Eligible Real Property




Eligible Equipment




	 	 	 	 	 	 	 
	 	 	 	 	Net Orderly
	 	 	 	 	Liquidation Value
	Location	 	Address	 	(OLV) $$Millions
	Lawrenceburg, KY

	 	1381 By-Pass North

Lawrenceburg, KY 40342
	 	$	10.4	 
	 
	 	 	 	 	 	 
	Marshall, TX

	 	P.O. Box 430

U.S. Highway 80

Scottsville, TX 75688-0430
	 	 	5.1	 
	 
	 	 	 	 	 	 
	Malvern, AR

	 	P.O. Box 430

Malvern, AR 72104
	 	 	2.9	 
	 
	 	 	 	 	 	 
	Bonham, TX

	 	800 E. Second Street

Bonham, TX 75418
	 	 	6.3	 
	 
	 	 	 	 	 	 
	Jackson, TN

	 	19 Bobrick Drive

Jackson, TN 38305
	 	 	5.4	 
	 
	 	 	 	 	 	 
	DuQuoin, IL

	 	1453 South Washington

DuQuoin, IL 62832
	 	 	3.3	 
	 
	 	 	 	 	 	 
	Lincoln, RI

	 	Three Carol Drive

Lincoln, RI 02865
	 	 	3.7	 
	 
	 	 	 	 	 	 
	Franklin, MA

	 	20 Forge Road

Franklin, MA 02038
	 	 	3.6	 






1









 






Eligible Real Property




	 	 	 	 	 	 	 
	 	 	 	 	Appraised
	 	 	 	 	Fair Market Value
	Location	 	Address	 	$$Millions
	Altoona, PA

	 	3103 Pleasant Valley Blvd

Altoona, PA 16603
	 	$	2.9	 
	 
	 	 	 	 	 	 
	DuQuoin, IL

	 	1453 South Washington 

DuQuoin, IL 62832
	 	 	3.4	 
	 
	 	 	 	 	 	 
	Lawrenceburg, KY

	 	1381 By-Pass North

Lawrenceburg, KY 40342
	 	 	3.5	 
	 
	 	 	 	 	 	 
	Lincoln, RI

	 	Three Carol Drive

Lincoln, RI 02865
	 	 	3.9	 
	 
	 	 	 	 	 	 
	Malvern, AR

	 	P.O. Box 430

Malvern, AR 72104
	 	 	4.7	 
	 
	 	 	 	 	 	 
	Marshall, TX

	 	P.O. Box 430

U.S. Highway 80

Scottsville, TX 75688-0430
	 	 	5.6	 
	 
	 	 	 	 	 	 
	Highland Heights, KY

	 	4 Tesseneer Drive

Highland Heights, KY 41076
	 	 	3.5	 






2









 






SCHEDULE 1.01 (E) TO THE CREDIT AGREEMENT




Business Locations in the United States and Canada of Borrower or any Borrowing Base

Guarantor where Equipment is located




UNITED STATES




	 	 	 
	Location	 	Address
	Highland Heights

	 	4 Tesseneer Drive

Highland Heights, KY 41076
	 
	 	 
	Altoona, PA

	 	3101 Pleasant Valley Blvd

Altoona, PA 16603
	 
	 	 
	Bonham, TX

	 	800 E. Second St.

Bonham, TX 75418
	 
	 	 
	Chino, CA

	 	13965 Pipeline Ave.

Chino, CA 91710
	 
	 	 
	Dayville, CT

	 	300 Lake Road

Dayville, CT 06241
	 
	 	 
	DuQuoin, IL

	 	1453 South Washington

DuQuoin, IL 62832
	 
	 	 
	Franklin, MA

	 	20 Forge Parkway

Franklin, MA 02038
	 
	 	 
	Indianapolis, IN

	 	7950 Rockville Rd.

Indianapolis, IN 46214
	 
	 	 
	Jackson, TN

	 	19 Bobrick Dr.

Jackson, TN 38305
	 
	 	 
	Lawrenceburg, KY

	 	1381 By-Pass North

Lawrenceburg, KY 40342
	 
	 	 
	Lebanon, IN

	 	311 South Enterprise Blvd.

Lebanon, IN 46052
	 
	 	 
	Lincoln, RI

	 	Three Carol Dr.

Lincoln, RI 02865
	 
	 	 
	Malvern, AR

	 	P.O. Box 430

Malvern, AR 72104






3









 






	 	 	 
	Location	 	Address
	Manchester, NH

	 	345 McGregor St.

Manchester, NH 03102
	 
	 	 
	Marion, IN

	 	P.O. Box 188

440 E. 8th St.

Marion, IN 46953
	 
	 	 
	Marshall, TX

	 	P.O. Box 430

U.S. Highway 80

Scottsville, TX 75688-0430
	 
	 	 
	Plano, TX

	 	900 Avenue F

Plano, TX 75074
	 
	 	 
	South Hadley, MA

	 	75 Canal St.

South Hadley, MA 01075
	 
	 	 
	Taunton, MA

	 	37 Cushman St.

Taunton, MA 02780
	 
	 	 
	Willimantic, CT

	 	1600 West Main St.

Willimantic, CT 06226






CANADA




	 	 	 
	LaMalbaie, QC

	 	2600 Boul. De Comporte

La Malbaie, QC G5A 1N4
	 
	 	 
	Moose Jaw, SK

	 	76 Lancaster Rd.

Moose Jaw, SK S6J 1M3
	 
	 	 
	St. Jerome, QC

	 	1111 Boulevard International

St. Jerome, QC J7Z 5V9
	 
	 	 
	Toronto, ON

	 	590 Barmac Dr.

Weston, ON M9L 2X8






4









 






SCHEDULE 3.05(B) TO CREDIT AGREEMENT




REAL PROPERTY




1. United States Properties




	 	 	 
	Location	 	Interest Held
	Altoona, PA

3101 Pleasant Valley Blvd.

Altoona, PA 16603

	 	Fee
	 
	 	 
	Auburn, WA 

Building 3

2540 B Street NW

Auburn, WA 98001

	 	Leasehold
	 
	 	 
	Bonham, TX 

800 E. Second St.

Bonham, TX 75418

	 	Fee
	 
	 	 
	Chino, CA 

13965 Pipeline Ave.

Chino, CA 91710

	 	Leasehold
	 
	 	 
	Cumming, GA 

South Forsyth Executive Office Park

600 Peachtree Parkway, Suite 111

Cumming, GA 30041

	 	Leasehold
	 
	 	 
	Dayville, CT 

300 Lake Road

Dayville, CT 06241


	 	Leasehold
	 
	 	 
	DuQuoin, IL 

1453 South Washington

DuQuoin, IL 62832

	 	Fee
	 
	 	 
	Eagle Pass, TX 

2317 El Indio Highway

Eagle Pass, TX 78852

	 	Leasehold
	 
	 	 
	Franklin, MA 

20 Forge Parkway

Franklin, MA 02038

	 	Leasehold






5









 






	 	 	 
	Location	 	Interest Held
	Grapevine, TX 

4051/4151 State Highway 121

North Grapevine, Texas 76051

	 	Leasehold
	 
	 	 
	Highland Heights, KY 

4 Tesseneer Drive

Highland Heights, KY 41076

	 	Leasehold
	 
	 	 
	Houston, TX 

922 Holmes Road

Houston, TX 77045

	 	Fee
	 
	 	 
	Indianapolis, IN 

7920 Rockville Road

Indianapolis, IN 46214

	 	Leasehold
	 
	 	 
	Indianapolis, IN 

7950 Rockville Road

Indianapolis, IN 46214

	 	License
	 
	 	 
	Jackson, TN 

19 Bobrick Drive

Jackson, TN 38305

	 	Fee
	 
	 	 
	Kingman, AZ 

4900 E. Industrial Boulevard

Kingman, AZ 86401

	 	Fee
	 
	 	 
	Lawrenceburg, KY 

1381 By-Pass North

Lawrenceburg, KY 40342

	 	Fee
	 
	 	 
	Lebanon, IN 

311 South Enterprise Boulevard

Lebanon, IN 46052

	 	Leasehold
	 
	 	 
	Lincoln, RI 

Three Carol Drive

Lincoln, RI 02865

	 	Fee
	 
	 	 
	Malvern, AR 

Highway 270 West

Jones Mill, AR 72105

	 	Fee






6









 






	 	 	 
	Location	 	Interest Held
	Manchester, NH 

345 McGregor St.

Manchester, NH 03102

	 	Fee
	 
	 	 
	Marion, IN 

440 East 8th Street

Marion, IN 46953

	 	Fee
	 
	 	 
	Marshall, TX (Scottsville)

9975 US Highway 80

Scottsville, TX 75688-0430

	 	Fee
	 
	 	 
	Monticello, IL 

1086 S. Market Street

Monticello, IL 61856

	 	Leasehold
	 
	 	 
	Muncie, IN 

2200 E. Jackson Street

Muncie, IN 47303

	 	Fee
	 
	 	 
	New Brunswick, NJ 

499 Jersey Avenue

New Brunswick, NJ 08901


	 	Fee
	 
	 	 
	Plano, TX 

900 Avenue F

Plano, TX 75074

	 	Fee
	 
	 	 
	South Hadley, MA

75 Canal Street

South Hadley, MA 01075

	 	Fee






7









 






	 	 	 
	Location	 	Interest Held
	Suffern, NY 

4 Executive Boulevard,

Suffern, NY 10901

	 	Leasehold
	 
	 	 
	Taunton, MA 

37 Cushman Street

Taunton, MA 02780

	 	Leasehold
	 
	 	 
	Watkinsville, GA 

111 Barnett Shoals Road

Watkinsville, GA 30677

	 	Fee
	 
	 	 
	Willimantic, CT 

1600 West Main St.

Willimantic, CT 06226

	 	Fee






8









 






2. Canadian Properties




	 	 	 
	LaMalbaie, QC Canada 

2600 Boul. De Comporte

La Malbaie, QC G5A 1N4

Canada

	 	Fee
	 
	 	 
	Moose Jaw, SK Canada

76 Lancaster Road

Moose Jaw, SK S6J 1M3

Canada

	 	Fee
	 
	 	 
	Montreal, QC Canada 

3333 Cote-Vertu Boulevard

Suite 715

St. Laurent, QC H4R 2N1

Canada

	 	Leasehold
	 
	 	 
	St. Jerome, QC Canada

1111 Boulevard International

St. Jerome, QC J7Z 5V9

Canada

	 	Fee
	 
	 	 
	Toronto, ON Canada

590 Barmac Drive

Weston, ON M9L 2X8

Canada

	 	Leasehold






3. Maintenance and Repairs




     None



9









 





ANNEX I




To




AMENDMENT NO. 1 TO THE

AMENDED AND RESTATED CREDIT AGREEMENT




CLOSING CHECKLIST




PARTIES TO THE TRANSACTION





	A.	 	General Cable Industries, Inc., a Delaware corporation (“Borrower”)
	 
	B.	 	General Cable Corporation, a Delaware corporation (“Holdings”),
	 
	 	 	GK Technologies, Inc., a New Jersey corporation
(“Intermediate Holdings”),
 Marathon
Manufacturing Holdings, Inc., a Delaware corporation
(“Marathon Holdings”),

Diversified Contractors, Inc., a Delaware corporation
(“Diversified”),

MLTC Company, a Delaware corporation (“MLTC”),

Marathon Steel Company, an Arizona corporation (“Marathon”),

General Cable Company, a Nova Scotia corporation (“General Cable Canada”),

General Cable Management, LLC, a Delaware limited liability company (“Texas Holdings”),

General Cable Texas Operations L.P., a Delaware limited partnership (“General Cable
Texas”),

General Cable Industries, LLC, a Delaware limited liability company (“GC LLC”),

General Cable Technologies Corporation, a Delaware corporation (“General Cable
Technologies”),

Genca Corporation, a Delaware corporation (“Genca”),

General Cable Overseas Holdings, Inc., (“Overseas”),

NextGen Fiber Optics LLC (“NextGen”)

General Cable Mexico del Norte SA de CV, a Mexican corporation (“del Norte”),

General Cable de Latinoamerica, SA de CV, a Mexican corporation, (“Latinoamerica”),

General Cable Canada, Ltd., an Ontario corporation (“GCC
Ltd.”)

(the above, collectively, the “Guarantors”)
	 
	C.	 	Merrill Lynch Capital, a division of Merrill Lynch Business Financial Services, Inc.
(“Collateral Agent,” or, in its individual capacity, “Merrill”)
	 
	D.	 	UBS AG, Stamford Branch (“Administrative Agent,” or, in its individual capacity, “UBS”)
	 
	E.	 	UBS Loan Finance LLC, as Swingline lender (“Loan Finance”)




10









 











COUNSELS



A. Latham & Watkins LLP, US and English counsel to Administrative Agent and Collateral Agent
(“L&W”)



B. Blank Rome LLP, counsel to Borrower (“BR”)



C. Osler, Hoskin & Harcourt LLP, Canadian counsel to Borrower (“OHH”)



D. Stikeman Elliott LLP, Canadian counsel to Administrative Agent and Collateral Agent (“SE”)



E. Ritch, Heather y Mueller, S.C. (“RHM”), Mexican counsel to Administrative Agent and Collateral
Agent



F. DE Brauw Blackstone Westbroek (“BBW”), Dutch counsel to Administrative Agent and Collateral
Agent



G. Ogier & LE Masurier (“O&M”), Jersey counsel to Administrative Agent and Collateral Agent



H. Uria Menendez (“UM”), Spanish counsel to Administrative Agent and Collateral Agent



I. Goncalves Pereira, Castelo Branco & Associados (“GPCB”), Portugal counsel to Administrative
Agent and Collateral Agent



J. Kuri Brena, Sanchez Ugarte, Corcuera y Aznar, Mexican counsel to Borrower



K. Landwell — PricewaterhouseCoopers, Spanish counsel to Borrower



L. Barrocas & Alves Pereira, Madeira counsel to Borrower



M. Oficina Puello Herrera, Dominican Republic counsel to Borrower and Agents



N. Norton Rose, United Kingdom counsel to Borrower



O. Crills, Jersey counsel to Borrower



P. Bell Gully, New Zealand counsel to Borrower and Agents



Q. Hampton Chambers, Barbados counsel to Borrower and Agents



R. Norton Rose — Netherlands, Dutch counsel to Borrower



S. Stewart McKelvey Stirling Scales, Nova Scotia counsel to Borrower





 









 









	11	 	LOAN DOCUMENTS






	 	11.1	 	Amendment No. 1 to Amended and Restated Credit Agreement
	 
	 	11.2	 	Annex I to Annexes to Amendment No. 1 — Closing Checklist
	 
	 	11.3	 	Schedule 1.01(d) — Appraised Net Orderly Liquidation Value of Eligible
Equipmenta dn the Appraised Fair Market Value of Eligible Real Property
	 
	 	11.4	 	Schedule 1.01(e) — Locations of Eligible Equipment
	 
	 	11.5	 	Schedule 3.05(b)  —  Real Property






	12	 	Amended AND RESTATED REVOLVING NOTES issued by Borrower in favor of:






	 	(a)	 	Allied Irish
	 
	 	(b)	 	JP Morgan (f/k/a Bank One
	 
	 	(c)	 	CIT Group
	 
	 	(d)	 	Fleet Capital
	 
	 	(e)	 	GE Capital
	 
	 	(f)	 	GMAC Commercial
	 
	 	(g)	 	ING Capital
	 
	 	(h)	 	LaSalle Business Credit
	 
	 	(i)	 	Merrill Lynch
	 
	 	(j)	 	National City
	 
	 	(k)	 	PNC Bank
	 
	 	(l)	 	RZB Finance
	 
	 	(m)	 	UBS Loan Finance
	 
	 	(n)	 	UPS Capital
	 
	 	(o)	 	Webster Business Credit
	 
	 	(p)	 	Wells Fargo Foothill






	13	 	LENDER ADDENDA from each of the following:






	 	(a)	 	Allied Irish
	 
	 	(b)	 	JP Morgan (f/k/a Bank One
	 
	 	(c)	 	CIT Group
	 
	 	(d)	 	Fleet Capital
	 
	 	(e)	 	GE Capital
	 
	 	(f)	 	GMAC Commercial
	 
	 	(g)	 	ING Capital
	 
	 	(h)	 	LaSalle Business Credit
	 
	 	(i)	 	Merrill Lynch
	 
	 	(j)	 	National City
	 
	 	(k)	 	PNC Bank
	 
	 	(l)	 	RZB Finance
	 
	 	(m)	 	UBS Loan Finance
	 
	 	(n)	 	UPS Capital
	 
	 	(o)	 	Webster Business Credit
	 
	 	(p)	 	Wells Fargo Foothill




 









 












	14	 	SECURITY DOCUMENTS






	 	14.1	 	Master Reaffirmation of Security Documents
	 
	 	14.2	 	Acknowledgement and Confirmation of Guarantee and Security






	15	 	REAL ESTATE DOCUMENTS
	 
	16	 	CORPORATE AND ORGANIZATIONAL DOCUMENTS






	 	16.1	 	General Cable Industries, Inc.






	 	(a)	 	Certification certifying as to the incumbency of authorized
signatories and that there has been no change to the Certificate of
Incorporation and By-laws
	 
	 	(b)	 	Certificate of Long Form Good Standing from the Secretary of State
in Delaware
	 
	 	(c)	 	Certified copy of Resolutions authorizing the financing and related
transactions






	 	16.2	 	Holdings






	 	(a)	 	Certification certifying as to the incumbency of authorized
signatories and that there has been no change to the Certificate of
Incorporation and By-laws
	 
	 	(b)	 	Certificate of Long Form Good Standing from the Secretary of State
in Delaware
	 
	 	(c)	 	Certified copy of Resolutions authorizing the financing and related
transactions






	 	16.3	 	Intermediate Holdings






	 	(a)	 	Certification certifying as to the incumbency of authorized
signatories and that there has been no change to the Certificate of
Incorporation and By-laws
	 
	 	(b)	 	Certificate of Long Form Good Standing from the Secretary of State
in New Jersey
	 
	 	(c)	 	Certified copy of Resolutions authorizing the financing and related
transactions






	 	16.4	 	Marathon Holdings






	 	(a)	 	Certification certifying as to the incumbency of authorized
signatories and that there has been no change to the Certificate of
Incorporation and By-laws
	 
	 	(b)	 	Certificate of Long Form Good Standing from the Secretary of State
in Delaware
	 
	 	(c)	 	Certified copy of Resolutions authorizing the financing and related
transactions






	 	16.5	 	Diversified






	 	(a)	 	Certification certifying as to the incumbency of authorized
signatories and that there has been no change to the Certificate of
Incorporation and By-laws
	 
	 	(b)	 	Certificate of Long Form Good Standing from the Secretary of State
in Delaware




 









 






	 	(c)	 	Certified copy of Resolutions authorizing the financing and related
transactions






	 	16.6	 	MLTC






	 	(a)	 	Certification certifying as to the incumbency of authorized
signatories and that there has been no change to the Certificate of
Incorporation and By-laws
	 
	 	(b)	 	Certificate of Long Form Good Standing from the Secretary of State
in Delaware
	 
	 	(c)	 	Certified copy of Resolutions authorizing the financing and related
transactions






	 	16.7	 	Marathon






	 	(a)	 	Certification certifying as to the incumbency of authorized
signatories and that there has been no change to the Certificate of
Incorporation and By-laws
	 
	 	(b)	 	Certificate of Long Form Good Standing from the Secretary of State
in Arizona
	 
	 	(c)	 	Certified copy of Resolutions authorizing the financing and related
transactions






	 	16.8	 	Texas Holdings






	 	(a)	 	Certification certifying as to the incumbency of authorized
signatories and that there has been no change to the Certificate of
Formation and Operating Agreement
	 
	 	(b)	 	Certificate of Long Form Good Standing from the Secretary of State
in Delaware
	 
	 	(c)	 	Certified copy of Resolutions authorizing the financing and related
transactions






	 	16.9	 	GCC LP






	 	(a)	 	Certification certifying as to the incumbency of authorized
signatories and that there has been no change to the Certificate of
Formation and Partnership Agreement
	 
	 	(b)	 	Certificate of Long Form Good Standing from the Secretary of State
in Delaware
	 
	 	(c)	 	Certified copy of Resolutions authorizing the financing and related
transactions






	 	16.10	 	GCC LLC






	 	(a)	 	Certification certifying as to the incumbency of authorized
signatories and that there has been no change to the Certificate of
Formation and Operating Agreement
	 
	 	(b)	 	Certificate of Long Form Good Standing from the Secretary of State
in Delaware
	 
	 	(c)	 	Certified copy of Resolutions authorizing the financing and related
transactions






	 	16.11	 	General Cable Technologies




 









 












	 	(a)	 	Certification certifying as to the incumbency of authorized
signatories and that there has been no change to the Certificate of
Incorporation and By-laws
	 
	 	(b)	 	Certificate of Long Form Good Standing from the Secretary of State
in Delaware
	 
	 	(c)	 	Certified copy of Resolutions authorizing the financing and related
transactions






	 	16.12	 	Genca






	 	(a)	 	Certification certifying as to the incumbency of authorized
signatories and that there has been no change to the Certificate of
Incorporation and By-laws
	 
	 	(b)	 	Certificate of Long Form Good Standing from the Secretary of State
in Delaware
	 
	 	(c)	 	Certified copy of Resolutions authorizing the financing and related
transactions






	 	16.13	 	NextGen






	 	(a)	 	Certification certifying as to the incumbency of authorized
signatories and that there has been no change to the Certificate of
Formation and Operating Agreement
	 
	 	(b)	 	Certificate of Long Form Good Standing from the Secretary of State
in Delaware
	 
	 	(c)	 	Certified copy of Resolutions authorizing the financing and related
transactions






	 	16.14	 	Overseas






	 	(a)	 	Certification certifying as to the incumbency of authorized
signatories and that there has been no change to the Certificate of
Incorporation and By-laws
	 
	 	(b)	 	Certificate of Long Form Good Standing from the Secretary of State
in Delaware
	 
	 	(c)	 	Certified copy of Resolutions authorizing the financing and related
transactions






	 	16.15	 	General Cable Company (Canada)






	 	(a)	 	Certification certifying as to the incumbency of authorized
signatories and that there has been no change to the Certificate of
Incorporation and By-laws
	 
	 	(b)	 	Certificate of Status of General Cable Company from the province of
Nova Scotia
	 
	 	(c)	 	Certified copy of Resolutions authorizing the financing and related
transactions






	 	16.16	 	del Norte






	 	(a)	 	Certification certifying as to the incumbency of authorized
signatories and that there has been no change to the Certificate of
Incorporation (or Mexican equivalent thereof) and By-laws (or Mexican
equivalent thereof)




 









 






	 	(b)	 	Certificate of Long Form Good Standing (or Mexican equivalent
thereof)
	 
	 	(c)	 	Certified copy of Resolutions authorizing the financing and related
transactions






	 	16.17	 	Latinoamerica






	 	(a)	 	Certification certifying as to the incumbency of authorized
signatories and that there has been no change to the Certificate of
Incorporation (or Mexican equivalent thereof) and By-laws (or Mexican
equivalent thereof)
	 
	 	(b)	 	Certificates of Foreign Qualification (or Mexican equivalent
thereof)
	 
	 	(c)	 	Certified copy of Resolutions authorizing the financing and related
transactions






	17	 	OPINIONS OF COUNSEL






	 	17.1	 	Opinion of BR, counsel to Borrower
	 
	 	17.2	 	Opinion of OHH, Canadian counsel to Borrower
	 
	 	17.3	 	Opinion of Stewart McKelvey Stirling Scales, Nova Scotia counsel to Borrower
	 
	 	17.4	 	Emails confirmations from foreign counsels to Borrower and Guarantors:






	 	(a)	 	Barbados
	 
	 	(b)	 	Dominican Republic
	 
	 	(c)	 	England
	 
	 	(d)	 	Jersey
	 
	 	(e)	 	Madeira
	 
	 	(f)	 	Mexico
	 
	 	(g)	 	The Netherlands
	 
	 	(h)	 	New Zealand
	 
	 	(i)	 	Spain






	18	 	MISCELLANEOUS CLOSING DOCUMENTS






	 	18.1	 	Fee Letter
	 
	 	18.2	 	Post Closing Agreement